<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] 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
InterCapital Insured Municipal Trust
InterCapital Insured Municipal Income Trust
InterCapital Insured Municipal Bond Trust
InterCapital Quality Municipal Investment Trust
InterCapital California Insured Municipal Income Trust
(Name of Registrants as specified in their 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>
INTERCAPITAL INSURED MUNICIPAL TRUST
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 1997
Annual Meetings of Shareholders ("Meeting(s)") of INTERCAPITAL INSURED
MUNICIPAL TRUST, INTERCAPITAL INSURED MUNICIPAL BOND TRUST, INTERCAPITAL
INSURED MUNICIPAL INCOME TRUST, INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST, INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST, (individually,
a "Trust" and, collectively, the "Trusts"), unincorporated business trusts
organized under the laws of the Commonwealth of Massachusetts, will be held
jointly 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:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. For each Trust, to elect three (3) Trustees to serve until the year
2000 Annual Meeting of each Trust or until their successors shall have
been elected and qualified;
2. For each Trust, to ratify or reject the selection of Price Waterhouse
LLP as each Trust's independent accountants for each Trust's fiscal year
ending October 31, 1997; and
3. To transact such other business as may properly come before the
Meetings or any adjournments thereof.
MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
For INTERCAPITAL INSURED MUNICIPAL BOND TRUST, INTERCAPITAL INSURED
MUNICIPAL INCOME TRUST and INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME
TRUST, to elect one (1) Trustee to serve until the year 2000 Annual Meeting
of each Trust or until his successor shall have been elected and qualified.
Shareholders of record of each Trust 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 applicable 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 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>
INTERCAPITAL INSURED MUNICIPAL TRUST
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
-------------------
JOINT PROXY STATEMENT
-------------------
ANNUAL MEETINGS OF SHAREHOLDERS
OCTOBER 24, 1997
This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of INTERCAPITAL INSURED MUNICIPAL
TRUST ("INSURED MUNI TRUST"), INTERCAPITAL INSURED MUNICIPAL BOND TRUST
("INSURED MUNI BOND"), INTERCAPITAL INSURED MUNICIPAL INCOME TRUST ("INSURED
MUNI INCOME"), INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST ("CAL
INSURED MUNI INCOME"), and INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
("QUALITY MUNI INVESTMENT") (individually, a "Trust" and, collectively, the
"Trusts") for use at the Annual Meetings of Shareholders of the Trusts to be
held jointly on October 24, 1997 (the "Meeting(s)"), and at any adjournments
thereof. The first mailing of this Proxy Statement is expected to be made on
or about August 12, 1997.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, 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 the nominees for election as Trustee to be
elected by all shareholders ("Shareholders") and with respect to INSURED MUNI
BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME, for the nominee to be
elected by only the preferred shareholders ("Preferred Shareholders") and in
favor of Proposal 2 set forth in the attached Notice of Annual Meetings of
Shareholders. A proxy may be revoked at any time prior to its exercise by any
of the following: written notice of revocation to the Secretary of the
Trusts, execution and delivery of a later dated proxy to the Secretary of the
Trusts (if returned and received in time to be voted), or attendance and
voting at the Annual Meetings of Shareholders. Attendance at the Meetings
will not in and of itself revoke a proxy.
Shareholders of record of each Trust 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 Meetings (the "Record Date"), are entitled to
one vote for each share held and a fractional vote for a fractional share. No
person was known to own as much as 5% of the outstanding shares of any of the
Trusts on that date. The percentage ownership of shares of each Trust changes
from time to time depending on purchases and sales by Shareholders and the
total number of shares outstanding.
2
<PAGE>
The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:
<TABLE>
<CAPTION>
NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
JULY 31, 1997 JULY 31, 1997
NAME OF FUND (RECORD DATE) (RECORD DATE)
- ------------ ------------- -------------
<S> <C> <C>
INSURED MUNI TRUST...... 22,419,213 2,600
INSURED MUNI BOND....... 5,137,563 600
INSURED MUNI INCOME ... 29,902,413 3,100
CAL INSURED MUNI
INCOME................. 12,956,213 1,300
QUALITY MUNI
INVESTMENT............. 18,049,013 2,100
</TABLE>
The cost of soliciting proxies for these Annual Meetings of Shareholders
for each Trust, consisting principally of printing and mailing expenses, will
be borne by each respective 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 Trusts, or officers and regular
employees of Dean Witter InterCapital Inc. ("InterCapital" or the "Investment
Manager"), Dean Witter Trust FSB ("DWT"), Dean Witter Services Company Inc.
("DWSC") and/or Dean Witter Reynolds Inc. ("DWR"), without special
compensation therefor. In addition, each Trust may employ William F. Doring &
Co. as proxy solicitor, the cost of which is not expected to exceed $3,000
for each Trust and will be borne by each respective Trust.
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. 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 FOR EACH TRUST
The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at nine. There are presently
eight Trustees for each Trust (as noted below, Mr. Wayne E. Hedien's term as
Trustee for each Trust will commence on September 1, 1997). At the Meetings,
pursuant to each Trust's Declaration of Trust, three nominees (Wayne E. Hedien,
Manuel H. Johnson and John L. Schroeder for INSURED MUNI TRUST and QUALITY MUNI
INVESTMENT and Edwin J. Garn, Michael E. Nugent and Philip J. Purcell for
INSURED MUNI BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME) are to be
elected to each Trust's Board of Trustees by the holders of the Common Shares
and the Preferred Shares of each respective Trust voting together as a single
class. Additionally, pursuant to each respective Trust's Declaration of Trust
and the Investment Company Act of 1940, as amended (the "1940 Act"), one
Trustee (John R. Haire) is to be elected to the Board of Trustees of INSURED
MUNI BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME by the holders of
the Preferred Shares of each of those Trusts voting separately as a single
class.
3
<PAGE>
Six of the current Trustees (Michael Bozic, Edwin J. Garn, John R. Haire,
Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) plus Mr. Wayne E.
Hedien, are "Independent Trustees," that is, Trustees who are not "interested
persons" of the Trusts, as that term is defined in the 1940 Act (Mr. Hedien,
whose term as Trustee of each Trust commences on September 1, 1997 was
elected by the Shareholders of each Trust at a Special Meeting of
Shareholders held on May 20, 1997). 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 Trusts and InterCapital and thus, are not
Independent Trustees. The nominees for election as Trustee 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
members of the Boards have been elected previously by the Shareholders of the
Trusts.
The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of
proxy, unless instructed by proxy to withhold authority to vote for the
nominees, to vote all validly executed proxies for the election of these
nominees: for INSURED MUNI TRUST and QUALITY MUNI INVESTMENT--Wayne E.
Hedien, Manuel H. Johnson and John L. Schroeder; for INSURED MUNI BOND,
INSURED MUNI INCOME and CAL INSURED MUNI INCOME--Edwin J. Garn, John R.
Haire, Michael E. Nugent and Philip J. Purcell. Should 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 Boards may recommend or, in the case of an Independent Trustee
nominee, as the Independent Trustees of each Trust may recommend. All of the
nominees have consented to being named in this Proxy Statement and to serve
if elected. The Trusts know of no reason why any of the said nominees would
be unable or unwilling to accept nomination or election. With respect to each
Trust, the election of the nominees listed above to be elected by all
Shareholders requires the approval of a majority of the shares of the Trust
represented and entitled to vote at the Meeting (Common Shares and Preferred
Shares voting together as a single class). With respect to INSURED MUNI BOND,
INSURED MUNI INCOME and CAL INSURED MUNI INCOME, the election of the nominee
listed above to be elected by only the Preferred Shareholders requires the
approval of a majority of the Preferred Shares of the Trust represented and
entitled to vote at the Meeting (voting separately as a single class).
Pursuant to the provisions of the Declaration of Trust of each Trust, in
certain cases as amended, the Trustees are divided into three separate
classes, each class having a term of three years. The term of office of one
of each of the three classes will expire each year.
The Board of each Trust previously determined that any nominee for
election as Trustee for each Trust will stand for election as Trustee and
serve 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. Any
nominee will, if elected, serve a term of up to approximately three years
running for the period assigned to that class and terminating at the date of
the Annual Meeting of Shareholders so designated by the Boards, or any
adjournments thereof. In addition, pursuant to each Trust's Declaration of
Trust and the 1940 Act, the Board of each Trust previously determined that
one of the Class I Trustees and one of the Class III Trustees will be
designated as Trustees to be elected by the Preferred Shareholders voting
separately. In this regard, Charles A. Fiumefreddo and John R. Haire serve as
Trustees of each Trust's Board of Trustees on behalf of the Preferred
Shareholders, the terms of each to expire with his designated Class. In
accordance with the above, the Trustees in Class II for INSURED MUNI TRUST
and QUALITY MUNI INVESTMENT and the Trustees in Class III for INSURED MUNI
BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME are standing for
election at the Meetings and, if elected, will serve until the year 2000
Annual Meetings, or until their successors shall have been elected and
qualified. As a consequence of this method of election, the replacement of a
majority of each of the Boards could be delayed for up to two years.
4
<PAGE>
The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Boards, includes his principal
occupations and employment for at least the last five years, his age, shares
of each Trust owned, if any, as of July 31, 1997 (shown in parentheses),
positions with the Trusts, and directorships or trusteeships in companies
which file periodic reports with the Securities and Exchange Commission,
including the 84 investment companies, including the Trusts, 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 the Meetings of INSURED MUNI
TRUST and QUALITY MUNI INVESTMENT by all Shareholders are:
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 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.
MANUEL H. JOHNSON, Trustee of each Trust 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 of each Trust since April, 1994* ; age 66;
Retired; Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW
Funds; Director of Citizens Utilities Company; formerly Executive Vice
President and Chief Investment Officer of the Home Insurance Company (August,
1991-September, 1995).
The nominees for Trustee to be elected at the Meetings of INSURED MUNI BOND,
INSURED MUNI INCOME and CAL INSURED MUNI INCOME by all Shareholders are:
EDWIN JACOB (JAKE) GARN, Trustee of each Trust 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.
MICHAEL E. NUGENT, Trustee of each Trust 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 of each Trust 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.
- ------------
* This is the date the Trustee began serving the Dean Witter Funds complex.
5
<PAGE>
The nominee for Trustee to be elected at the Meetings of INSURED MUNI BOND,
INSURED MUNI INCOME and CAL INSURED MUNI INCOME by only the Preferred
Shareholders is:
JOHN R. HAIRE, Trustee since January, 1981 *; 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).
The Trustees who are not standing for re-election at any of the Meetings
are:
MICHAEL BOZIC, Trustee of each Trust 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 of each Trust 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).
The executive officers of each Trust are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Mitchell M.
Merin, Vice President; Robert S. Giambrone, Vice President; Joseph J.
McAlinden, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In addition, Peter M. Avelar, Jonathan R. Page, Joseph
Arcieri, Gerard Lian and Katherine H. Stromberg are Vice Presidents of each
Trust and Frank Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D.
McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries of each
Trust.
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 of Distributors (since February 1997). He was
previously 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. 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, Director of
SPS Transaction Services, Inc. and various other MSDWD subsidiaries.
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. McAlinden is 54 years old and is currently Executive Vice President
of InterCapital (since April, 1996) and Chief Investment Officer of
InterCapital and Director of DWT (since
- ------------
* This is the date the Trustee began serving the Dean Witter Funds complex.
6
<PAGE>
April, 1996). He was previously Senior Vice President of InterCapital (June,
1995-April, 1996). He was formerly a Managing Director at Dillon Read. Mr.
Caloia is 51 years old and is currently First Vice President and Assistant
Treasurer of InterCapital and DWSC. Mr. Willison is 53 years old and is
currently Senior Vice President of InterCapital. Mr. Avelar is 38 years old
and is currently Senior Vice President of InterCapital. Mr. Page is 50 years
old and is currently Senior 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. Ms. Stromberg is
48 years old and is currently Vice President of InterCapital. Other than Mr.
Giambrone and Mr. 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 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 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,
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 Funds' 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.
7
<PAGE>
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.
The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Committee of the Independent Trustees and the
Derivatives Committee of each Fund during its most recent fiscal year. No
Trustee attended fewer than 75% of the meetings of the Board, the Audit
Committee, the Committee of the Independent Trustees or the Derivatives
Committee held while he served in such positions.
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
COMMITTEE
OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
INSURED MUNI TRUST....... 10/31/96 6 10 3 3
INSURED MUNI BOND ....... 10/31/96 6 10 3 3
INSURED MUNI INCOME .... 10/31/96 6 10 3 3
CAL INSURED MUNI INCOME 10/31/96 6 10 3 3
QUALITY MUNI INVESTMENT 10/31/96 6 10 3 3
</TABLE>
DUTIES OF CHAIRMAN OF COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE
The Chairman of the Committee of the Independent Trustees and the Audit
Committee maintains an office at the Funds' headquarters in New York. He is
responsible for keeping abreast of regulatory and industry developments and
the Funds' operations and management. He screens and/or prepares written
materials and identifies critical issues for the Independent Trustees to
consider, develops agendas for Committee meetings, determines the type and
amount of information that the Committees will need to form a judgment on
various issues, and arranges to have that information furnished to Committee
members. He also arranges for the services of independent experts and
consults with them in advance of meetings to help refine reports and to focus
on critical issues. Members of the Committees believe that the person who
serves as Chairman of 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 InterCapital Manager and other service providers.
In effect, the Chairman of the Committees serves as a combination of chief
executive and support staff of the Independent Trustees.
The Chairman of the 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
8
<PAGE>
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.
As of the record date for these meetings, the aggregate number of shares
of each Trust owned by the Trust's officers and Trustees as a group was less
than 1 percent of each Trust's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES
Each 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 attended by the Trustee (each 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. Each
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
InterCapital or an affiliated company receive no compensation or expense
reimbursement from the Trust.
As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including each of the Trusts represented in this Proxy Statement, 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 Trust, commencing as of his or her retirement
date and continuing for the remainder of his or her life, an annual
retirement benefit (the "Regular Benefit") equal to 25.0% of his or her
Eligible Compensation plus 0.4166666% of such Eligible Compensation for each
full month of service as an Independent Director or Trustee of any Adopting
Fund in excess of five years up to a maximum of 50.0% after ten years of
9
<PAGE>
service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Trustee for service to the Fund in the five year period prior to the date of
the Eligible Trustee's retirement. 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. Benefits under the
retirement program are not secured or funded by the Trusts.
The following tables illustrate the compensation paid to each Trust's
Independent Trustees by each Trust for its last fiscal year, and the
retirement benefits accrued to each Trust's Independent Trustees by the Trust
for its last fiscal year and the estimated retirement benefits for the
Trust's Independent Trustees, to commence upon their retirement, as of the
end of the Trust's last fiscal year.
INTERCAPITAL INSURED MUNICIPAL TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------- --------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic............... $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 3,886 10 50.0 2,184
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder........... 1,750 686 8 41.7 708
</TABLE>
- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------- --------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic............... $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 4,120 10 50.0 2,296
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder........... 1,750 686 8 41.7 708
</TABLE>
- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
10
<PAGE>
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------- --------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic............... $1,750 $ 393 10 50.0% $ 950
Edwin J. Garn .............. 1,800 664 10 50.0 950
John R. Haire .............. 3,850 3,008 10 50.0 1,735
Dr. Manuel H. Johnson ..... 1,750 265 10 50.0 950
Michael E. Nugent .......... 1,750 499 10 50.0 950
John L. Schroeder........... 1,750 763 8 41.7 792
</TABLE>
- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------- --------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic............... $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 2,904 10 50.0 1,715
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder........... 1,750 686 8 41.7 708
</TABLE>
- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
11
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------- --------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic............... $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 4,120 10 50.0 2,296
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder........... 1,750 686 8 41.7 708
</TABLE>
- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies dependingon the Trustee's elections described in the discussion
of the retirement program above.
The following table illustrates the compensation paid to the Independent
Trustees of the Funds 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
COMMITTEE OF FOR SERVICE AS
FOR SERVICE INDEPENDENT CHAIRMAN OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ COMMITTEES OF COMPENSATION
TRUSTEE AND TRUSTEE AND TRUSTEES AND INDEPENDENT FOR SERVICES TO
COMMITTEE COMMITTEE AUDIT TRUSTEES AND 82 DEAN WITTER
MEMBER OF 82 MEMBER COMMITTEES AUDIT FUNDS AND 14
DEAN WITTER OF 14 TCW/DW OF 82 DEAN COMMITTEES OF 14 TCW/DW
NAME OF INDEPENDENT TRUSTEES FUNDS FUNDS WITTER FUNDS TCW/DW FUNDS 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>
12
<PAGE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 57 Dean Witter Funds (including each
of the Trusts represented in this Proxy Statement) for the year ended
December 31, 1996, and the estimated retirement benefits for the Independent
Trustees, to commence upon their retirement, from the 57 Dean Witter Funds as
of December 31, 1996.
RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
ESTIMATED ESTIMATE ANNUAL
CREDIT YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEES (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ---------------------------- --------------- -------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Michael Bozic ............... 10 50.0% $20,147 $ 51,325
Edwin J. Garn ............... 10 50.0 27,772 51,325
John R. Haire ............... 10 50.0 46,952 129,550
Dr. Manuel H. Johnson ....... 10 50.0 10,926 51,325
Michael E. Nugent ........... 10 50.0 19,217 51,325
John L. Schroeder............ 8 41.7 38,700 42,771
</TABLE>
- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR
ELECTION.
THE INVESTMENT MANAGER AND THE INVESTMENT MANAGEMENT AGREEMENTS
InterCapital serves as the investment manager for each Trust pursuant to
an investment management agreement entered into between each Trust and
InterCapital dated May 31, 1997 (each a "Management Agreement" and
collectively, the "Management Agreements") which took effect upon the
consummation of the merger of Dean Witter, Discover & Co. with Morgan Stanley
Group Inc. Each Management Agreement was approved by the Board of Trustees of
each respective Trust on February 21, 1997 and by each Trust's Shareholders
at a Special Meeting of Shareholders held on May 20, 1997. The Management
Agreements supersede earlier investment management agreements between the
Trusts and InterCapital and are identical in all material respects, including
fees payable by a Trust thereunder, to the earlier investment management
agreements, except for the dates of effectiveness and termination.
THE MANAGEMENT AGREEMENTS
The Management Agreements of INSURED MUNI TRUST, INSURED MUNI BOND,
INSURED MUNI INCOME, CAL INSURED MUNI INCOME, and QUALITY MUNI INVESTMENT (in
this section, each "Trust" refers to each of the Trusts listed at the
beginning of this section), provide 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 respective Management Agreements, and that it shall continuously
supervise the management of the assets of each Trust in a manner consistent
with the investment objectives and policies of that Trust and subject to such
other limitations and directions as the Board of the Trust may, from time to
time, prescribe.
13
<PAGE>
InterCapital pays the compensation of the officers of each 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 Management Agreements, each Trust pays
InterCapital compensation which is computed and accrued weekly and payable
monthly and which is determined by applying the following annual rate to each
Trust's average weekly net assets as set forth in the table below:
<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- ----------------------- ---------------------------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
INSURED MUNI TRUST......0.35% to the Trust's average 10/31/96 $1,705,781 $485,849,477
weekly net assets
INSURED MUNI BOND ......0.35% to the Trust's average 10/31/96 $ 385,239 $109,231,950
weekly net assets
INSURED MUNI INCOME ....0.35% to the Trust's average 10/31/96 $2,103,311 $591,015,793
weekly net assets
CAL INSURED MUNI 0.35% to the Trust's average 10/31/96 $ 860,635 $244,209,669
INCOME.................weekly net assets
QUALITY MUNI 0.35% to the Trust's average 10/31/96 $1,333,150 $380,487,974
INVESTMENT.............weekly net assets
</TABLE>
Under the Management Agreements, each Trust is obligated to bear all of
the costs and expenses of its operation, except those specifically assumed by
InterCapital, 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); the cost and expense of
printing, including typesetting, and distributing prospectuses of the Trust
to its Shareholders; 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 InterCapital or any corporate
affiliate of InterCapital; all expenses incident to the payment of any
dividend, distribution, withdrawal or redemption, whether in shares or in
cash; charges and expenses of any outside service used for the pricing of the
Trust's shares; 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 InterCapital); association dues;
interest payable on the Trust's 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; and extraordinary expenses (including, but
not limited to, legal claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and costs of
InterCapital's operations unless otherwise explicitly provided in the
respective Management Agreements.
14
<PAGE>
The administrative services called for under the Management Agreements are
performed by DWSC, a wholly-owned subsidiary of InterCapital, pursuant to a
Services Agreement between InterCapital and DWSC.
The Management Agreements will continue in effect for an initial term
expiring April 30, 1999 and will continue in effect from year to year
thereafter, provided that each such continuance is approved by the vote of a
majority, as defined by the 1940 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 Independent Trustees at a meeting called
for the purpose of voting on such approval.
Each Management Agreement also provides that it may be terminated at any
time by InterCapital, the Trustees or by a vote of a majority of the
outstanding voting securities (Common Shares and Preferred Shares voting
together as a single class) of the applicable Trust, in each instance without
the payment of any penalty, on thirty days' notice and provides for its
automatic termination in the event of its assignment.
THE INVESTMENT MANAGER
Dean Witter InterCapital Inc. is each Trust's investment manager.
InterCapital maintains its offices at Two World Trade Center, New York, New
York 10048. InterCapital, which was incorporated in July, 1992, is a
wholly-owned subsidiary of 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.
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, DWSC, InterCapital 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, 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 Strategic and
Administrative Officer of MSDWD and Executive Vice President, Chief Financial
Officer and Director of DWR, 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.
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.
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 those of the Trusts listed in this Proxy
Statement and sets forth the fees payable to InterCapital by such companies,
including the Trusts, and their net assets as of July 31, 1997.
15
<PAGE>
During the fiscal years ended October 31, 1996 for INSURED MUNI TRUST,
INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED MUNI INCOME and QUALITY
MUNI INVESTMENT, each Trust accrued to DWT, each Trust's Transfer Agent and
an affiliate of InterCapital, transfer agency fees of $124,117, $32,204,
$179,397, $63,380, and $102,851, respectively.
AFFILIATED BROKER
Because DWR and InterCapital are under the common control of MSDWD, DWR is
an affiliated broker of the Trusts. During each of their respective last
fiscal years, the Trusts paid no brokerage commissions to DWR.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees of each Trust have unanimously selected the firm of Price
Waterhouse LLP as each Trust's independent accountants for the respective
fiscal years ending October 31, 1997. Its selection is being submitted for
ratification or rejection by Shareholders of each Trust at the Meetings.
Price Waterhouse LLP has been the independent accountants for each Trust
since its inception, and has no direct or indirect financial interest in any
of the Trusts.
A representative of Price Waterhouse LLP is expected to be present at the
Meetings 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 each respective Trust.
THE TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Trust is not obtained at
the Meetings, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Trust 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 applicable 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 of any Trust for purposes of determining whether
a particular proposal to be voted upon has been approved. Broker "non-votes"
are shares held in street name for which the broker indicates that
instructions have not been received from the beneficial owners or other
persons entitled to vote and for which the broker does not have discretionary
voting authority.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Trust must be received, as set
forth in each Trust's previous proxy statement, by no later than April 16,
1998 for INSURED MUNI TRUST, INSURED MUNI BOND, INSURED MUNI INCOME, CAL
INSURED
16
<PAGE>
MUNI INCOME and QUALITY MUNI INVESTMENT for inclusion in the proxy statement
for each respective Trust's next Annual 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
EACH TRUST'S MOST RECENT ANNUAL REPORT FOR THE TRUST'S MOST RECENT FISCAL
YEAR END, AND, THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL
REPORT, HAVE BEEN SENT PREVIOUSLY TO SHAREHOLDERS AND ARE 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 Trusts, 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 Trusts, and certain of those individuals are compensated for
performing services relating to the Trusts 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 of the Trusts knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly
come before the Meetings, it is the intention of the persons named in the
enclosed form of proxy 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
17
<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
938,862,713 (Class B) million, scaled down at various
219,053 (Class C) asset levels to 0.45% on assets
10,048 (Class D) over $1.25 billion
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 million
177,361,412 (Class B) and 0.525% on assets over $500
12,051 (Class C) 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 various
201,052 (Class C) asset levels to 0.325% on assets
1,140,231,233 (Class D) 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>
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
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
InterCapital Quality Municipal Investment Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 COMMON SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder
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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL INSURED MUNICIPAL TRUST
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
InterCapital Insured Municipal Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 COMMON SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder
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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL INSURED MUNICIPAL TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
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
InterCapital Insured Municipal Bond Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 COMMON SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, 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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
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
InterCapital Insured Municipal Income Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 COMMON SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, 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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
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
InterCapital California Insured Municipal Income Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 COMMON SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, 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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
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
InterCapital Quality Municipal Investment Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 PREFERRED SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder
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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL INSURED MUNICIPAL TRUST
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
InterCapital Insured Municipal Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 PREFERRED SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Wayne E. Hediem, Manuel H. Johnson, John L. Schroeder
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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL INSURED MUNICIPAL TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
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
InterCapital Insured Municipal Bond Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 PREFERRED SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, 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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
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
InterCapital Insured Municipal Income Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 PREFERRED SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, 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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
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
InterCapital California Insured Municipal Income Trust 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 NOMINEES FOR TRUSTEE AND FOR 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 PREFERRED SHARES
IN THE EXAMPLE USING
BLACK OR BLUE INK
1. Election of three (3) Trustees
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, 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 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
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
PRX
---
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
