<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and 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 Bond Trust
InterCapital Insured Municipal Income Trust
InterCapital California Insured Municipal Income Trust
InterCapital Quality Municipal Investment Trust
- -------------------------------------------------------------------------------
(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 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.
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 20, 1998
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 Career Development Room, 61st Floor, 2 World Trade Center, New
York, New York 10048, on October 20, 1998 at 9:00 a.m., New York City time, for
the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. For INTERCAPITAL INSURED MUNICIPAL TRUST and INTERCAPITAL QUALITY
MUNICIPAL INVESTMENT TRUST, to elect three (3) Trustees to serve until the
year 2001 Annual Meeting of each Trust and 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 2001 Annual Meeting of each Trust, or in
each case until their successors shall have been elected and qualified;
2. For each Trust, to ratify or reject the selection of
PricewaterhouseCoopers LLP as each Trust's independent accountants for each
Trust's fiscal year ending October 31, 1998; 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 each Trust, to elect one (1) Trustee to serve until the year 2001
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, 1998 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 7, 1998
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 20, 1998
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 20, 1998 (the "Meeting(s)"), and at any adjournments
thereof. The first mailing of this Proxy Statement is expected to be made on or
about August 7, 1998.
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") with respect to each Trust, and
for the nominee to be elected by only the preferred shareholders ("Preferred
Shareholders") of each respective Trust 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, 1998, 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, 1998 JULY 31, 1998
NAME OF FUND (RECORD DATE) (RECORD DATE)
- --------------------------------- -------------------- --------------------
<S> <C> <C>
INSURED MUNI TRUST .............. 22,416,813 2,600
INSURED MUNI BOND ............... 5,137,563 600
INSURED MUNI INCOME ............. 28,725,713 3,100
CAL INSURED MUNI INCOME ......... 12,826,313 1,300
QUALITY MUNI INVESTMENT ......... 18,047,013 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
Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors" or the "Investment
Manager") (formerly named Dean Witter InterCapital Inc.), Morgan Stanley Dean
Witter Trust FSB ("MSDW Trust"), Morgan Stanley Dean Witter Services Company
Inc. ("MSDW Services") 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 MSDW Trust 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
nine Trustees for each Trust. At the Meetings, pursuant to each Trust's
Declaration of Trust, three nominees for INSURED MUNI TRUST and QUALITY MUNI
INVESTMENT and one nominee 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 nominee Trustee for INSURED MUNI TRUST and QUALITY MUNI
INVESTMENT and one nominee Trustee for INSURED
3
<PAGE>
MUNI BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME is to be elected to
the Board of Trustees of each respective Trust by the holders of the Preferred
Shares of each of those Trusts voting separately as a single class, all as set
forth below:
INSURED MUNI TRUST, QUALITY MUNI INSURED MUNI BOND, INSURED MUNI INCOME,
INVESTMENT-- CAL INSURED MUNI INCOME--
Until the year 2001 Annual Meeting Until the year 2001 Annual Meeting
- ---------------------------------- ----------------------------------
By all Shareholders: By all Shareholders:
Edwin J. Garn Michael Bozic
Michael E. Nugent
Philip J. Purcell By only Preferred Shareholders:
Charles A. Fiumefreddo
By only Preferred Shareholders:
John R. Haire
Seven of the current Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent and John L.
Schroeder) are "Independent Trustees," that is, Trustees who are not
"interested persons" of the Trusts, as that term is defined in the 1940 Act.
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 MSDW Advisors 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 Boards 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--Edwin J. Garn, John R. Haire,
Michael E. Nugent and Philip J. Purcell; for INSURED MUNI BOND, INSURED MUNI
INCOME and CAL INSURED MUNI INCOME--Michael Bozic and Charles A. Fuimefreddo.
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 each
Trust, 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
4
<PAGE>
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 III for INSURED MUNI TRUST
and QUALITY MUNI INVESTMENT and the Trustees in Class I 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 2001 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.
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, 1998 (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 87
investment companies, including the Trusts, for which MSDW Advisors serves as
investment manager or investment adviser (referred to herein as the "Morgan
Stanley Dean Witter Funds") and the 11 investment companies for which MSDW
Advisors' wholly-owned subsidiary, MSDW Services, 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:
EDWIN JACOB (JAKE) GARN, Trustee of each Trust since January, 1993*; age
65; Director or Trustee of the Morgan Stanley 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 Covey (time
management systems) and John Alden Financial Corp. (health insurance), United
Space Alliance (joint venture between Lockheed Martin and Boeing Company) and
Nuskin Asia Pacific (multilevel marketing); Member of the board of various
civic and charitable organizations.
MICHAEL E. NUGENT, Trustee of each Trust since July, 1991*; age 62;
General Partner, Triumph Capital, L.P., a private investment partnership;
Director or Trustee of the Morgan Stanley 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 54;
Chairman of the Board of Directors and Chief Executive Officer of Morgan
Stanley Dean Witter & Co. ("MSDW"), DWR and Novus Credit Services Inc.;
Director of Morgan Stanley Dean Witter Distributors Inc. ("MSDW Distributors");
Director or Trustee of the Morgan Stanley Dean Witter Funds; Director and/or
officer of various MSDW subsidiaries.
The nominee for Trustee to be elected at the Meetings of INSURED MUNI
BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME by all Shareholders is:
MICHAEL BOZIC, Trustee of each Trust since April, 1994*; age 57; Chairman
and Chief Executive Officer of Levitz Furniture Corporation (since November,
1995); Director or Trustee of the Morgan Stanley
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
5
<PAGE>
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. and Weirton Steel Corporation.
The nominee for Trustee to be elected at the Meetings of INSURED MUNI
TRUST and QUALITY MUNI INVESTMENT by only the Preferred Shareholders is:
JOHN R. HAIRE, Trustee since January, 1981*; age 73; Chairman of the Audit
Committee and Director or Trustee of the Morgan Stanley Dean Witter Funds;
Chairman of the Audit Committee 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).
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:
CHARLES A. FIUMEFREDDO, Trustee of each Trust since July, 1991*; age 65;
Chairman, Director or Trustee, President and Chief Executive Officer of the
Morgan Stanley Dean Witter Funds; Chairman, Chief Executive Officer and Trustee
of the TCW/DW Funds; formerly Chairman, Chief Executive Officer and Director of
MSDW Advisors, MSDW Services and MSDW Distributors, Executive Vice President
and Director of DWR, Chairman and Director of MSDW Trust and Director and/or
officer of various MSDW subsidiaries (until June, 1998).
The Trustees who are not standing for re-election at any of the Meetings
are:
WAYNE E. HEDIEN, Trustee of each Trust since September, 1997;* age 64;
Retired; Director or Trustee of the Morgan Stanley Dean Witter Funds; 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 49; 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 Morgan Stanley Dean Witter Funds;
Trustee of the TCW/DW Funds; Director of NASDAQ (since June, 1995), Director of
Greenwich Capital Markets, Inc. (broker-dealer) and NVR Inc. (home
construction); Chairman and 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 67;
Retired; Director or Trustee of the Morgan Stanley 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 executive officers of each Trust are: Barry Fink, Vice President,
Secretary and General Counsel; Mitchell M. Merin, Vice President; Robert M.
Scanlan, Vice President; Robert S. Giambrone, Vice President; Joseph J.
McAlinden, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
6
<PAGE>
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 43 years old and is currently Senior Vice President (since
March, 1997), Secretary and General Counsel (since February 1997) and Director
(since July, 1998) of MSDW Advisors and MSDW Services and (since August 1996)
Assistant Secretary of DWR; he is also Senior Vice President (since March,
1997), Assistant Secretary and Assistant General Counsel of MSDW Distributors
(since February 1997). He was previously Vice President, Assistant Secretary
and Assistant General Counsel of MSDW Advisors and MSDW Services. Mr. Merin is
44 years old and is currently President, Chief Executive Officer and Director
of MSDW Advisors and MSDW Services, Chairman and Director of MSDW Distributors
and MSDW Trust and Director of MSDW Trust, Executive Vice President and
Director of DWR, Director of SPS Transaction Services, Inc. and various other
MSDW subsidiaries. Mr. Scanlan is 62 years old and is currently President,
Chief Operating Officer and Director of MSDW Advisors and MSDW Services; he is
also Executive Vice President of MSDW Distributors and Executive Vice President
and Director of MSDW Trust. He was previously Executive Vice President of MSDW
Advisors. Mr. Giambrone is 44 years old and is currently Senior Vice President
of MSDW Advisors, MSDW Services, MSDW Distributors and MSDW Trust (since
August, 1995) and Director of MSDW Trust (since April, 1996). He was formerly a
partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 55 years old and is
currently Executive Vice President and Chief Investment Officer of MSDW
Advisors (since April, 1996) and Director of MSDW Trust (since April, 1996). He
was previously Senior Vice President of MSDW Advisors (June, 1995-April, 1996).
He was formerly a Managing Director at Dillon Read. Mr. Caloia is 52 years old
and is currently First Vice President and Assistant Treasurer of MSDW Advisors
and MSDW Services. Mr. Willison is 54 years old and is currently Senior Vice
President of MSDW Advisors. Mr. Avelar is 39 years old and is currently Senior
Vice President of MSDW Advisors. Mr. Page is 51 years old and is currently
Senior Vice President of MSDW Advisors. Mr. Arcieri is 49 years old and is
currently Vice President of MSDW Advisors. Mr. Lian is 43 years old and is
currently Vice President of MSDW Advisors. Ms. Stromberg is 50 years old and is
currently Vice President of MSDW Advisors. Other than Mr. Giambrone and Mr.
McAlinden, each of the above officers has been an employee of MSDW Advisors or
its affiliates for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees consists of nine (9) trustees. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Dean Witter Funds, and are referred to in this section as Trustees. As of the
date of this Statement of Additional Information, there are a total of 87
Morgan Stanley Dean Witter Funds, comprised of 133 portfolios. As of June 30,
1998, the Morgan Stanley Dean Witter Funds had total net assets of
approximately $106.8 billion and more than six million shareholders.
Seven Trustees (77% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
any stock or other securities issued by MSDW Advisors' parent company, MSDW.
These are the "disinterested" or "independent" Trustees. Four of the seven
independent Trustees are also Independent Trustees of the TCW/DW Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley 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.
7
<PAGE>
All of the Independent Trustees serve as members of the Audit Committee.
Three of them also serve as members of the Derivatives Committee. During the
calendar year ended December 31, 1997, the Audit Committee, the Derivatives
Committee and the Independent Trustees held a combined total of seventeen
meetings.
The Independent Trustees are 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; and 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.
Finally, the Board of each Fund has formed a Derivatives Committee to
approve parameters for and monitor 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 .............. 10/31/97 5 9 2 2
INSURED MUNI BOND ............... 10/31/97 5 9 2 2
INSURED MUNI INCOME ............. 10/31/97 5 9 2 2
CAL INSURED MUNI INCOME ......... 10/31/97 5 9 2 2
QUALITY MUNI INVESTMENT ......... 10/31/97 5 9 2 2
</TABLE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley 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
8
<PAGE>
obtain, at modest cost to each separate Fund, the services of Independent
Trustees of the caliber, experience and business acumen of the individuals who
serve as Independent Trustees of the Morgan Stanley 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 Morgan Stanley 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, 1998, the total value of the
investments by the Trustees and/or their spouses in shares of the Morgan
Stanley Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $10.6 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 $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board of Trustees attended by the Trustee (each
Trust pays the Chairman of the Audit Committee an additional annual fee of
$750). If a Board meeting and a meeting of the Independent Trustees or a
Committee meeting, or a meeting of the Independent Trustees and/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 who are or have been employed by MSDW
Advisors or an affiliated company receive no compensation or expense
reimbursement from the Trusts for their services as Trustee. Mr. Haire
currently serves as Chairman of the Audit Committee. Prior to June 1, 1998, Mr.
Haire also served as Chairman of the Independent Trustees, for which services
the Fund paid him an additional annual fee of $1,200.
As of the date of this Proxy Statement, 57 of the Morgan Stanley 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 Morgan
Stanley 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 29.41% of his or her Eligible
Compensation plus 0.4901667% 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 58.82% after ten years of 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
9
<PAGE>
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>
TRUST 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 ................. $1,700 $348 10 50.0% $ 875
Edwin J. Garn ................. 1,900 577 10 50.0 875
John R. Haire ................. 3,850 255 10 50.0 2,211
Wayne E. Hedien ............... 482 0 9 42.9 794
Dr. Manuel H. Johnson ......... 1,850 233 10 50.0 875
Michael E. Nugent ............. 1,900 436 10 50.0 875
John L. Schroeder ............. 1,900 667 8 41.7 729
</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>
TRUST 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 ................. $1,700 $388 10 50.0% $ 875
Edwin J. Garn ................. 1,900 577 10 50.0 875
John R. Haire ................. 3,850 679 10 50.0 2,211
Wayne E. Hedien ............... 482 0 9 42.9 794
Dr. Manuel H. Johnson ......... 1,850 233 10 50.0 875
Michael E. Nugent ............. 1,900 436 10 50.0 875
John L. Schroeder ............. 1,900 667 8 41.7 729
</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>
TRUST 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 ................. $1,700 $ 353 10 50.0% $ 875
Edwin J. Garn ................. 1,900 582 10 50.0 875
John R. Haire ................. 3,750 1,853 10 50.0 2,079
Wayne E. Hedien ............... 482 0 9 42.9 794
Dr. Manuel H. Johnson ......... 1,850 237 10 50.0 875
Michael E. Nugent ............. 1,900 442 10 50.0 875
John L. Schroeder ............. 1,900 669 8 41.7 729
</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>
TRUST 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 ................. $1,700 $ 348 10 50.0% $ 875
Edwin J. Garn ................. 1,900 577 10 50.0 875
John R. Haire ................. 3,850 1,905 10 50.0 2,079
Wayne E. Hedien ............... 482 0 9 42.9 794
Dr. Manuel H. Johnson ......... 1,850 233 10 50.0 875
Michael E. Nugent ............. 1,900 436 10 50.0 875
John L. Schroeder ............. 1,900 667 8 41.7 729
</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>
TRUST 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 ................. $1,700 $348 10 50.0% $ 875
Edwin J. Garn ................. 1,900 577 10 50.0 875
John R. Haire ................. 3,850 255 10 50.0 2,211
Wayne E. Hedien ............... 482 0 9 42.9 794
Dr. Manuel H. Johnson ......... 1,850 233 10 50.0 875
Michael E. Nugent ............. 1,900 436 10 50.0 875
John L. Schroeder ............. 1,900 667 8 41.7 729
</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 Trusts for the calendar year ended December 31, 1997 for
services to the 84 Morgan Stanley 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, 1997. Mr. Haire serves as Chairman of the Audit
Committee of each Morgan Stanley Dean Witter Fund and each TCW/DW Fund and,
prior to June 1, 1998, also served as Chairman of the Independent Directors or
Trustees of those Funds. 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 Morgan Stanley Dean Witter Money Market
Funds. Mr. Hedien's term as Director or Trustee of each Morgan Stanley Dean
Witter Fund commenced on September 1, 1997.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
INDEPENDENT FOR SERVICE AS TOTAL CASH
FOR SERVICE DIRECTORS/ CHAIRMAN OF COMPENSATION
AS DIRECTOR OR FOR SERVICE AS TRUSTEES AND INDEPENDENT FOR SERVICES TO
TRUSTEE AND TRUSTEE AND AUDIT TRUSTEES 84 MORGAN STANLEY
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 84 AND AUDIT DEAN WITTER
NAME OF OF 84 MORGAN STANLEY OF 14 TCW/DW MORGAN STANLEY COMMITTEES OF 14 FUNDS AND 14
INDEPENDENT TRUSTEE DEAN WITTER FUNDS FUNDS DEAN WITTER FUNDS TCW/DW FUNDS TCW/DW FUNDS
- -------------------------- ---------------------- ------------------ ------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ............ $133,602 -- -- -- $133,602
Edwin J. Garn ............ 149,702 -- -- -- 149,702
John R. Haire ............ 149,702 $73,725 $157,463 $25,350 406,240
Wayne E. Hedien .......... 39,010 -- -- -- 39,010
Dr. Manuel H. Johnson 145,702 71,125 -- -- 216,827
Michael E. Nugent ........ 149,702 73,725 -- -- 223,427
John L. Schroeder ........ 149,702 73,725 -- -- 223,427
</TABLE>
12
<PAGE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Trusts by the 57 Morgan Stanley Dean Witter Funds
(including each of the Trusts represented in this proxy statement) for the year
ended December 31, 1997, and the estimated retirement benefits for each Trust's
Independent Trustees, to commence upon their retirement from the 57 Morgan
Stanley Dean Witter Funds as of December 31, 1997.
RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED
CREDITED
YEARS ESTIMATED ESTIMATED ANNUAL
OF SERVICE AT PERCENTAGE OF RETIREMENT BENEFITS BENEFITS
RETIREMENT ELIGIBLE ACCRUED AS EXPENSES UPON RETIREMENT
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION BY ALL ADOPTING FUNDS FROM ALL ADOPTING FUNDS(1)
- ------------------------------- --------------- --------------- ----------------------- ---------------------------
<S> <C> <C> <C> <C>
Michael Bozic ................. 10 58.82% $ 20,499 $ 55,026
Edwin J. Garn ................. 10 58.82 30,878 55,026
John R. Haire ................. 10 58.82 (19,823)(2) 132,002
Wayne E. Hedien ............... 9 50.00 0 46,772
Dr. Manuel H. Johnson ......... 10 58.82 12,832 55,026
Michael E. Nugent ............. 10 58.82 22,546 55,026
John L. Schroeder ............. 8 49.02 39,350 46,123
</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.
(2) This number reflects the effect of the extension of Mr. Haire's term as
Director or Trustee until May 1, 1999.
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
MSDW Advisors serves as the investment manager for each Trust pursuant to
an investment management agreement entered into between each Trust and MSDW
Advisors 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 MSDW
Advisors 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 MSDW Advisors 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
13
<PAGE>
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.
MSDW Advisors pays the compensation of the officers of each Trust who are
also directors, officers or employees of the Investment Manager and provides
the Trust with office space and equipment, and clerical and bookkeeping
services and telephone service, heat, light, power and other utilities. MSDW
Advisors 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 MSDW Advisors, necessary or desirable). In
return for its services and the expenses MSDW Advisors assumes under the
Management Agreements, each Trust pays MSDW Advisors 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 10/31/97 $1,696,882 $487,886,017
weekly net assets
INSURED MUNI BOND ............... 0.35% to the Trust's average 10/31/97 $ 382,402 $109,805,860
weekly net assets
INSURED MUNI INCOME ............. 0.35% to the Trust's average 10/31/97 $2,044,850 $589,728,442
weekly net assets
CAL INSURED MUNI INCOME ......... 0.35% to the Trust's average 10/31/97 $ 855,171 $249,125,744
weekly net assets
QUALITY MUNI INVESTMENT ......... 0.35% to the Trust's average 10/31/97 $1,331,551 $384,772,734
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
MSDW Advisors, 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 MSDW Advisors or any corporate affiliate of
MSDW Advisors; 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
14
<PAGE>
expenses of attorneys employed by MSDW Advisors); 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 MSDW Advisors' operations
unless otherwise explicitly provided in the respective Management Agreements.
The administrative services called for under the Management Agreements are
performed by MSDW Services, a wholly-owned subsidiary of MSDW Advisors,
pursuant to a Services Agreement between InterCapital and MSDW Services.
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 MSDW Advisors, 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
Morgan Stanley Dean Witter Advisors Inc. is each Trust's investment
manager. MSDW Advisors maintains its offices at Two World Trade Center, New
York, New York 10048. MSDW Advisors, which was incorporated in July, 1992 under
the name Dean Witter InterCapital Inc., changed its name to Morgan Stanley Dean
Witter Advisors on June 22, 1998. MSDW Advisors is a wholly-owned subsidiary of
MSDW, 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 MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Robert M. Scanlan,
President and Chief Operating Officer and Barry Fink, Senior Vice President,
Secretary and General Counsel. The principal occupations of Messrs. Merin,
Scanlan and Fink are described in the preceding paragraph under the section
"Election of Trustees." The business address of the Executive Officer and other
Directors is Two World Trade Center, New York, New York 10048.
MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW 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.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, 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
MSDW Advisors 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 MSDW Advisors by such
companies, including the Trusts, and their net assets as of July 31, 1998.
During the fiscal years ended October 31, 1997 for INSURED MUNI TRUST,
INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED MUNI INCOME and QUALITY
MUNI INVESTMENT, each Trust accrued to MSDW Trust, each Trust's Transfer Agent
and an affiliate of MSDW Advisors, transfer agency fees of $91,032, $21,281,
$122,166, $40,790, and $71,128, respectively.
15
<PAGE>
AFFILIATED BROKER
Because DWR, Morgan Stanley & Co. Incorporated and MSDW Advisors are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Trusts. During each of their respective last fiscal
years, the Trusts paid no brokerage commissions to DWR or Morgan Stanley & Co.
Incorporated.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees of each Trust have unanimously selected the firm of
PricewaterhouseCoopers LLP as each Trust's independent accountants for the
respective fiscal years ending October 31, 1998. Its selection is being
submitted for ratification or rejection by Shareholders of each Trust at the
Meetings. PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP as the independent
accountants for each respective Trust.
THE TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS 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 12, 1999 for
INSURED MUNI TRUST, INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED 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.
16
<PAGE>
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,
PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS AND ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM ADRIENNE RYAN-PINTO AT MORGAN STANLEY 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
MSDW, MSDW Advisors, DWR, MSDW Services, 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 MSDW.
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
MSDW Advisors 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, 1998 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 07/31/98 OF NET ASSETS
---------------- ---------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
CALIFORNIA TAX-FREE INCOME FUND* ....... $ 899,701,615 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.25 billion
2. MORGAN STANLEY DEAN WITTER LIMITED
TERM MUNICIPAL TRUST* .................. 54,982,854 0.50%
3. MORGAN STANLEY DEAN WITTER
MULTI-STATE MUNICIPAL SERIES TRUST* .... 374,559,658 0.35%
4. MORGAN STANLEY DEAN WITTER
NEW YORK TAX-FREE INCOME FUND* ......... 161,886,915 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
5. MORGAN STANLEY DEAN WITTER
TAX-EXEMPT SECURITIES TRUST* ........... 1,165,842,738 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
6. INTERCAPITAL CALIFORNIA INSURED
MUNICIPAL INCOME TRUST** ............... 252,642,344 0.35%
7. INTERCAPITAL CALIFORNIA QUALITY
MUNICIPAL SECURITIES** ................. 213,113,218 0.35%
8. INTERCAPITAL INSURED CALIFORNIA
MUNICIPAL SECURITIES** ................. 66,110,944 0.35%
9. INTERCAPITAL INSURED MUNICIPAL BOND
TRUST** ................................ 109,738,803 0.35%
10. INTERCAPITAL INSURED MUNICIPAL
INCOME TRUST** ......................... 589,723,988 0.35%
11. INTERCAPITAL INSURED MUNICIPAL
SECURITIES** ........................... 140,038,039 0.35%
12. INTERCAPITAL INSURED MUNICIPAL
TRUST** ................................ 487,357,105 0.35%
13. INTERCAPITAL NEW YORK QUALITY
MUNICIPAL SECURITIES** ................. 97,537,403 0.35%
14. INTERCAPITAL QUALITY MUNICIPAL
INCOME TRUST** ......................... 744,210,387 0.35%
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/31/98 OF NET ASSETS
---------------- ----------------------------------
<S> <C> <C>
15. INTERCAPITAL QUALITY MUNICIPAL
INVESTMENT TRUST** ..................... $ 384,875,411 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL
SECURITIES** ........................... 366,549,431 0.35%
17. MUNICIPAL INCOME TRUST** ............. 300,015,985 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
18. MUNICIPAL INCOME TRUST II** .......... 273,078,337 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
19. MUNICIPAL INCOME TRUST III** ......... 63,248,388 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MUNICIPAL INCOME OPPORTUNITIES
TRUST** ................................ 185,081,017 0.50%
21. MUNICIPAL INCOME OPPORTUNITIES
TRUST II** ............................. 179,840,147 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES
TRUST III** ............................ 105,492,514 0.50%
23. MUNICIPAL PREMIUM INCOME TRUST** ..... 352,886,392 0.40%
24. MORGAN STANLEY DEAN WITTER SELECT
MUNICIPAL REINVESTMENT FUND*** ......... 91,142,928 0.50%
25. MORGAN STANLEY DEAN WITTER HAWAII
MUNICIPAL TRUST*(1) .................... 5,923,320 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) MSDW Advisors has undertaken, until January 1, 1999, to continue to
assume all operating expenses (except for any 12b-1 and brokerage fees)
of Morgan Stanley Dean Witter Hawaii Municipal Trust and to waive the
compensation provided for in its investment management agreement with
that company.
A-2
<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 20, 1998, at 9:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated August 7, 1998 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
COMMON SHARES
FOR ALL
1. Election of three (3) Trustees FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, Michael E. Nugent, Philip J. Purcell
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
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
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.
- -------------------------------------------------------------------------------
PRX 00094
<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 20, 1998, at 9:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated August 7, 1998 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
PREFERRED SHARES
FOR ALL
1. Election of three (3) Trustees FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, Michael E. Nugent, Philip J. Purcell
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
Election of one (1) Preferred Trustee FOR WITHHOLD
[ ] [ ]
John R. Haire
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 00094 PLEASE DETACH AT PERFORATION
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 20, 1998, at 9:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated August 7, 1998 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 NOMINEE 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
COMMON SHARES
FOR ALL
1. Election of one (1) Trustee FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
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
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.
- -------------------------------------------------------------------------------
PRX 00092
<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 20, 1998, at 9:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated August 7, 1998 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
PREFERRED SHARES
FOR ALL
1. Election of one (1) Trustee FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
Election of one (1) Preferred Trustee FOR WITHHOLD
[ ] [ ]
Charles A. Fiumefreddo
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 00092 PLEASE DETACH AT PERFORATION
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 20, 1998, at 9:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated August 7, 1998 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 NOMINEE 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
COMMON SHARES
FOR ALL
1. Election of one (1) Trustee FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael E. Bozic
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
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
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.
- -------------------------------------------------------------------------------
PRX 00110
<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 20, 1998, at 9:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated August 7, 1998 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
PREFERRED SHARES
FOR ALL
1. Election of one (1) Trustee FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
Election of one (1) Preferred Trustee FOR WITHHOLD
[ ] [ ]
Charles A. Fiumefreddo
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 00110 PLEASE DETACH AT PERFORATION
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 20, 1998, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated August 7, 1998 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 NOMINEE 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
COMMON SHARES
FOR ALL
1. Election of one (1) Trustee FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
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
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.
- -------------------------------------------------------------------------------
PRX 00120
<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 20, 1998, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated August 7, 1998 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
PREFERRED SHARES
FOR ALL
1. Election of one (1) Trustee FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
Election of one (1) Preferred Trustee FOR WITHHOLD
[ ] [ ]
Charles A. Fiumefreddo
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 00120 PLEASE DETACH AT PERFORATION
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 20, 1998, at 9:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated August 7, 1998 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
COMMON SHARES
FOR ALL
1. Election of three (3) Trustees FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, Michael E. Nugent, Philip J. Purcell
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
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
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.
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PRX 00093
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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 20, 1998, at 9:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated August 7, 1998 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
IN THE EXAMPLE USING
BLACK OR BLUE INK
PREFERRED SHARES
FOR ALL
1. Election of three (3) Trustees FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, Michael E. Nugent, Philip J. Purcell
2. Ratification of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
As Independent Accountants
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.
Election of one (1) Preferred Trustee FOR WITHHOLD
[ ] [ ]
John R. Haire
Date
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Please make sure to sign and date this Proxy using black or blue ink.
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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PRX 00093 PLEASE DETACH AT PERFORATION
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.
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