<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:
[ X ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
....Dean Witter Multi-State Municipal Series . . . . . . . . . . . . . . . .
(Name of Registrant(s) Specified in its Charter)
....Barry Fink . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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>
PRELIMINARY PROXY
FOR INFORMATION OF SECURITIES AND EXCHANGE COMMISSION ONLY
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1997
Notice is hereby given that a Special Meeting of Shareholders of Dean
Witter Multi-State Municipal Series Trust (as to each individual series, a
"Series" and collectively, the "Series" or the "Fund") will be held (the
"Meeting") in the Career Development Room, 61st Floor, 2 World Trade Center,
New York, New York 10048, on May 2, 1997, at 10:00 a.m., New York City time,
for the following purposes:
1. For each Series, to approve or disapprove a new Investment Management
Agreement between the Series and Dean Witter InterCapital Inc., a
wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), in
connection with the proposed merger of Morgan Stanley Group Inc. with
DWDC;
2. To elect ten (10) Trustees to serve until their successors shall have
been elected and qualified;
3. To approve or disapprove a new investment policy with respect to
investments in certain other investment companies;
4. To ratify or reject the selection of Price Waterhouse LLP as the
Fund's independent accountants for its current fiscal year; and
5. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record of the Fund as of the close of business on March
12, 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 Fund's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in
favor of Proposal 1 and will vote against any such adjournment those proxies
to be voted against that Proposal.
BARRY FINK
Secretary
March , 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>
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE:
o FOR approval of the new Investment Management Agreement.
o FOR the election of all of the Trustees nominated for election.
o FOR approval of a new investment policy for the Fund relating to
investments in certain other investment companies.
o FOR the ratification of the selection of independent public accountants
for the current fiscal year of the Fund.
YOUR VOTE IS IMPORTANT
2
<PAGE>
PRELIMINARY PROXY
FOR INFORMATION OF SECURITIES AND EXCHANGE COMMISSION ONLY
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MAY 2, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of Dean Witter
Multi-State Municipal Series Trust (as to each individual series, a "Series"
and collectively, the "Series" or the "Fund") for use at the Special Meeting
of Shareholders of the Fund to be held on May 2, 1997 (the "Meeting"), and at
any adjournments thereof. The first mailing of this Proxy Statement is
expected to be made on or about March 17, 1997.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of Proposals 1, 3 and 4 set forth in the attached Notice
of Special Meeting 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 Fund, execution and delivery of a later dated proxy to the
Secretary of the Fund (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy.
The holders of shares of the Fund ("Shareholders") of record as of the
close of business on March 12, 1997, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote
for a fractional share. The table below sets forth the number of shares
outstanding for each Series of the Fund as of the Record Date. No person was
known to own as much as 5% of the outstanding shares of any Series on that
date. The percentage ownership of shares of each Series changes from time to
time depending on purchases and redemptions by Shareholders and the total
number of shares outstanding.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING AS OF
MARCH 12, 1997
DEAN WITTER MULTI-STATE MUNICIPAL SERIES (RECORD DATE)
- ------------------------------------------- ---------------------
<S> <C>
Arizona Series .............................
California Series ..........................
Florida Series .............................
Massachusetts Series .......................
Michigan Series ............................
Minnesota Series ...........................
New Jersey Series ..........................
New York Series ............................
Ohio Series ................................
Pennsylvania Series ........................
</TABLE>
3
<PAGE>
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$ , will be borne by Dean Witter, Discover & Co., except that the cost with
respect to Proposal(s) [ ] will be borne by the Series. The total cost to
each Series of soliciting proxies is estimated to be approximately as
follows: Arizona Series--$ ; California Series--$ ; Florida Series--$ ;
Massachusetts Series--$ ; Michigan Series--$ ; Minnesota Series--$ ;
New Jersey Series--$ ; New York Series--$ ; Ohio Series--$ ; and
Pennsylvania Series--$ . The solicitation of proxies will be by mail, which
may be supplemented by solicitation by mail, telephone or otherwise through
Trustees and officers of the Fund and officers and regular employees of
certain affiliates of the Fund, including Dean Witter InterCapital Inc., Dean
Witter Trust Company, Dean Witter Services Company Inc. and/or Dean Witter
Reynolds Inc., without special compensation. In addition, Dean Witter
InterCapital Inc. may employ First Data Corp. as proxy solicitor, the cost of
which is estimated to be $ and will be borne by Dean Witter, Discover &
Co. With respect to a telephone solicitation by First Data Corp., additional
expenses would include $ per telephone vote transacted, $ per outbound
telephone contact and costs relating to obtaining Shareholders' telephone
numbers.
First Data Corp. or Dean Witter Trust Company 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 Funds have 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. The first mailing of this
Proxy Statement is expected to be made on or about March 17, 1997.
(1) APPROVAL OR DISAPPROVAL OF NEW INVESTMENT
MANAGEMENT AGREEMENT
BACKGROUND
Dean Witter InterCapital Inc. (the "Investment Manager" or "InterCapital")
currently serves as investment manager of each Series pursuant to an
investment management agreement entered into by the Fund and InterCapital
(the "Current Agreement"), and in that capacity provides investment advisory
and certain other services to each Series. InterCapital is a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC"). The approval of a new
investment management agreement between the Fund and InterCapital (the "New
Agreement") is being sought in connection with the proposed merger of Morgan
Stanley Group Inc. ("Morgan Stanley") and DWDC (the "Merger").
INFORMATION CONCERNING MORGAN STANLEY
Morgan Stanley and various of its directly or indirectly owned
subsidiaries, including Morgan Stanley & Co. Incorporated ("Morgan Stanley &
Co."), a registered broker-dealer and investment adviser, and Morgan Stanley
International, are engaged in a wide range of financial services. Their
principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring and other corporate finance
4
<PAGE>
advisory activities; merchant banking; stock brokerage and research services;
asset management; trading of futures, options, foreign exchange, commodities
and swaps (involving foreign exchange, commodities, indices and interest
rates); real estate advice, financing and investing; and global custody,
securities clearance services and securities lending.
THE MERGER
Pursuant to the terms of the Merger, Morgan Stanley will be merged with
and into DWDC with the surviving corporation to be named Morgan Stanley, Dean
Witter, Discover & Co. Following the Merger, InterCapital will be a direct
wholly-owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
Under the terms of the Merger, each share of Morgan Stanley common stock
will be exchanged for 1.65 shares of DWDC common stock. Following the Merger,
Morgan Stanley's shareholders will own approximately 45% and DWDC's
shareholders will own approximately 55% of the outstanding shares of common
stock of Morgan Stanley, Dean Witter, Discover & Co.
The Merger is expected to be completed in mid-1997.
The Board of Directors of Morgan Stanley, Dean Witter, Discover & Co. will
consist of fourteen members, two of which will be Morgan Stanley insiders and
two of which will be DWDC insiders. The remaining ten directors will be
outside directors, with Morgan Stanley and DWDC each designating five of the
ten. The Chairman and Chief Executive Officer of Morgan Stanley, Dean Witter,
Discover & Co. will be Philip J. Purcell, who is the current Chairman and
Chief Executive Officer of DWDC. The President and Chief Operating Officer of
Morgan Stanley, Dean Witter, Discover & Co. will be John Mack, who is the
current President of Morgan Stanley.
The Merger is subject to certain closing conditions, including certain
regulatory approvals and the approval of shareholders of both DWDC and Morgan
Stanley.
APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT
In order to assure continuity of investment management services to each
Series after the Merger, the Board of the Fund met in person for the purpose
of considering whether it would be in the best interests of each Series and
its Shareholders to enter into the New Agreement between the Fund and the
Investment Manager which would become effective upon the later of Shareholder
approval of the New Agreement or consummation of the Merger. At its meetings,
and for the reasons discussed below (see "The Board's Consideration"), the
Board including all the Trustees who are not "interested persons," as defined
in the Investment Company Act of 1940, as amended (the "1940 Act"), of the
Investment Manager (the "Independent Trustees"), unanimously approved the New
Agreement and recommended its approval by the Shareholders of each Series.
THE TERMS OF THE NEW AGREEMENT, INCLUDING FEES PAYABLE BY EACH SERIES
THEREUNDER, ARE IDENTICAL, IN ALL MATERIAL RESPECTS, TO THOSE OF THE CURRENT
AGREEMENT, EXCEPT FOR THE DATES OF EFFECTIVENESS AND TERMINATION. The terms
of the Current Agreement are fully described under "The Current Investment
Management Agreement" below. If approved by Shareholders of each Series, the
New Agreement will continue in effect for an initial term expiring April 30,
1999. The New Agreement will be continued in effect from year to year
thereafter if each such continuance is approved by the Board or by a majority
of the outstanding voting securities (as defined below) of each Series and,
in either event, by the vote cast in person of a majority of the Independent
Trustees. In the event that Shareholders of one or more Series do not approve
the New Agreement as to such Series, the Current Agreement will remain in
effect with respect to the concerned Series and the Board will take such
action, if any, as it deems to be in the best interests of the concerned
Series and its respective Shareholders, which may include proposing that
Shareholders of such Series approve an
5
<PAGE>
agreement in lieu of the New Agreement. In the event that the Merger is not
consummated, the Investment Manager will continue to provide services to each
Series in accordance with the terms of the Current Agreement for such periods
as may be approved at least annually by the Board, including a majority of
the Independent Trustees.
REQUIRED VOTE
The New Agreement cannot be implemented with respect to a particular
Series unless approved at the Meeting, or any adjournment thereof, by a
majority of the outstanding voting securities of that Series. Such a majority
means the affirmative vote of the holders of (a) 67% or more of the shares of
the Series present, in person or by proxy, at the Meeting, if the holders of
more than 50% of the outstanding shares are so present, or (b) more than 50%
of the outstanding shares of the Series, whichever is less.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH SERIES VOTE FOR
APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
THE BOARD'S CONSIDERATION
At a special meeting of the Committee of the Independent Trustees of the
Fund held on February 20, 1997, at which each of the Independent Trustees of
the Fund was present, and a meeting of the full Board on February 21, 1997,
the Trustees evaluated the New Agreement (the form of which is attached
hereto as Appendix A). Prior to and during the meetings, the Independent
Trustees requested and received all information they deemed necessary to
enable them to determine whether the New Agreement is in the best interests
of each Series and its Shareholders. They were assisted in their review and
deliberations by independent legal counsel. In determining whether to approve
the New Agreement, the Trustees assessed the implications of the Merger for
the Investment Manager and its ability to continue to provide services to
each Series of the same scope and quality as are presently provided. In
particular, the Trustees inquired as to the impact of the Merger on the
Investment Manager's personnel, management, facilities and financial
capabilities, and received assurances in this regard from senior management
of DWDC and the Investment Manager that the Merger would not adversely affect
the Investment Manager's ability to fulfill its obligations under its
agreement with the Fund or to operate its business in a manner consistent
with past practices. In addition, the Trustees considered the effects of the
Investment Manager and Morgan Stanley becoming affiliated persons of each
other. Following the Merger, the 1940 Act will prohibit or impose certain
conditions on the ability of the Fund to engage in certain transactions with
Morgan Stanley and its affiliates. For example, absent exemptive relief, the
Fund will be prohibited from purchasing securities from Morgan Stanley & Co.,
a wholly-owned broker-dealer subsidiary of Morgan Stanley, in transactions in
which Morgan Stanley & Co. acts as principal, and the Fund will have to
satisfy certain conditions in order to engage in securities transactions in
which Morgan Stanley & Co. acts as broker or to purchase securities in an
underwritten offering in which Morgan Stanley & Co. acts as an underwriter.
In this connection, senior management of the Investment Manager represented
to the Trustees that they do not believe these prohibitions or conditions
will have a material effect on the management or performance of any Series.
The Trustees also considered that the New Agreement is identical, in all
material respects, to the Current Agreement (other than the dates of
effectiveness and termination).
Based upon the Trustees' review and the evaluations of the materials they
received, and after consideration of all factors deemed relevant to them, the
Trustees of the Fund, including all of the Independent Trustees, determined
that the New Agreement is in the best interests of each Series and its
Shareholders. ACCORDINGLY, THE BOARD OF THE FUND, INCLUDING ALL OF THE
INDEPENDENT TRUSTEES, APPROVED THE NEW AGREEMENT AND VOTED TO RECOMMEND
APPROVAL BY SHAREHOLDERS OF EACH SERIES.
6
<PAGE>
THE CURRENT INVESTMENT MANAGEMENT AGREEMENT
The Current Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy and
securities and commodities markets as it deems necessary or useful to
discharge its duties under the Current Agreement, and that it shall
continuously supervise the management of the assets of each Series in a
manner consistent with the investment objective and policies of that Series
and subject to such other limitations and directions as the Board may, from
time to time, prescribe.
The Investment Manager pays the compensation of the officers of the Fund
and provides the Fund with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. The Investment Manager also pays for the services of personnel in
connection with the pricing of each Series' shares and the preparation of
prospectuses, statements of additional information, 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 the Investment Manager, necessary or
desirable). Expenses not expressly assumed by the Investment Manager under
the Current Agreement or by the distributor of the Fund's shares, Dean Witter
Distributors Inc. ("Distributors" or the "Distributor"), are paid by the Fund
or each respective Series depending upon the nature of the expense. The
expenses borne directly by each Series include, but are not limited to:
expenses of the Plan of Distribution pursuant to Rule 12b-1; charges and
expenses of any registrar; custodian, stock transfer and dividend disbursing
agent; brokerage commissions; taxes; engraving and printing of share
certificates; registration costs of the Series and its shares under federal
and state securities laws; the cost and expense of printing, including
typesetting, and distributing prospectuses and statements of additional
information of the Series and supplements thereto to the Series'
shareholders; all expenses of shareholders' and trustees' meetings and of
preparing, printing and mailing of proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Investment Manager or any
corporate affiliate of the Investment Manager; all expenses incident to any
dividend, withdrawal or redemption options; charges and expenses of any
outside service used for pricing of the Fund's shares; fees and expenses of
legal counsel, including counsel to the Trustees who are not interested
persons of the Fund or of the Investment Manager (not including compensation
or expenses of attorneys who are employees of the Investment Manager) and
independent accountants; membership dues of industry associations; interest
on a Series' borrowings; postage; insurance premiums on property or personnel
(including officers and trustees) of the Fund which inure to the Fund's
benefit; extraordinary expenses including, but not limited to, legal claims
and liabilities and litigation costs and any indemnification relating thereto
(Depending upon the nature of the legal claim, liability or lawsuit, the
costs of litigation, payment of legal claims or liabilities or
indemnification relating thereto may be directly applicable to a particular
Series or may be proportionately allocated on the basis of the size of each
Series. The Trustees have determined that this is an appropriate method of
allocation of such expenses); and all other costs of the Fund's operations
properly payable by the Fund and allocable on the basis of size of the
respective Series.
7
<PAGE>
In return for its services and the expenses the Investment Manager assumes
under the Current Agreement, each Series pays the Investment Manager
compensation in the amount of 0.35% of each Series' daily net assets accrued
daily and payable monthly, as set forth in the table below for the Fund's
fiscal year ended November 30, 1996:
<TABLE>
<CAPTION>
MANAGEMENT
FEE PAID DURING NET ASSETS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES FUND'S LAST AS OF FISCAL
TRUST FISCAL YEAR YEAR END
- --------------------------------------------- --------------- --------------
<S> <C> <C>
Arizona Series ............................... $165,968 $ 46,248,217
California Series ............................ 401,258 113,859,054
Florida Series ............................... 249,499 70,541,746
Massachusetts Series ......................... 56,700(1) 16,020,960
Michigan Series .............................. 20,306(1) 20,863,111
Minnesota Series ............................. 36,759(1) 9,922,889
New Jersey Series ............................ 160,350 44,829,273
New York Series .............................. 48,928(1) 14,020,091
Ohio Series .................................. 24,029(1) 21,207,467
Pennsylvania Series .......................... 173,524 47,055,374
</TABLE>
- ------------
(1) During the fiscal year ended November 30, 1996, the Investment Manager
continued to waive management fees and assume expenses with respect to
the Massachusetts Series, Michigan Series, Minnesota Series, New York
Series and Ohio Series to the extent they exceeded 0.50% of the daily
net assets of each such Series.
The administrative services called for under the Current Agreement are
performed by Dean Witter Services Company Inc. ("DWSC"), a wholly-owned
subsidiary of InterCapital.
The Current Agreement was initially approved by the Trustees on October
30, 1992, and by the Shareholders of each Series on January 12, 1993. After
its initial term, the Current Agreement continues 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
each Series or by the Trustees, 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. The Current Agreement has been continued
in effect from year to year by action of the Board, including the Independent
Trustees. Prior to the Board's February 21, 1997 meeting, the most recent
approval occurred at a meeting of the Board held on April 17, 1996.
The Current Agreement also provides that it may be terminated at any time
by the Investment Manager, the Trustees or, with respect to a Series, by a
vote of a majority of the outstanding voting securities of such Series, 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 the Fund'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 DWDC, a balanced financial services organization
providing a broad range of nationally marketed credit and investment
products.
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:
Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and Dean Witter Reynolds Inc. ("DWR") and Director of
InterCapital, DWSC and Distributors; Richard M. DeMartini, President and
Chief Operating Officer of Dean Witter Capital, Executive Vice President of
DWDC and
8
<PAGE>
Director of DWR, Distributors, InterCapital, DWSC and Dean Witter Trust
Company ("DWTC") ; James F. Higgins, President and Chief Operating Officer of
Dean Witter Financial, Executive Vice President of DWDC and Director of DWR,
Distributors, InterCapital, DWSC and DWTC; Charles A. Fiumefreddo, Executive
Vice President and Director of DWR and Chairman of the Board of Directors,
Chief Executive Officer and Director of InterCapital, DWSC and Distributors
and Chairman of the Board of Directors and Director of DWTC; Christine A.
Edwards, Executive Vice President, Secretary and General Counsel of DWDC,
Executive Vice President, Secretary, General Counsel and Director of DWR,
Executive Vice President, Secretary, Chief Legal Officer and Director of
Distributors, and Director of InterCapital and DWSC; and Thomas C. Schneider,
Executive Vice President and Chief Financial Officer of DWDC and Executive
Vice President, Chief Financial Officer and Director of DWR, Distributors,
InterCapital and DWSC.
The business address of the foregoing Directors and Executive Officer is
Two World Trade Center, New York, New York 10048. DWDC has its offices at Two
World Trade Center, New York, New York 10048.
InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. Appendix B lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to those of the Fund and sets forth the fees
payable to InterCapital by such companies, including the Fund, and their net
assets as of the Record Date.
Dean Witter Distributors Inc. acts as the Fund's Distributor. Like
InterCapital, the Distributor is a wholly-owned subsidiary of DWDC. Pursuant
to its Rule 12b-1 plan, each Series pays the Distributor 12b-1 fees for
distribution related services. DWTC, an affiliate of InterCapital, serves as
transfer agent of the Fund. The table below sets forth for each Series the
distribution fees paid to the Distributor and the transfer agency fees paid
to DWTC during the Fund's last fiscal year:
<TABLE>
<CAPTION>
DISTRIBUTION FEES PAID
TO THE DISTRIBUTOR TRANSFER AGENT FEES PAID TO
FUND DURING LAST FISCAL YEAR DWTC DURING LAST FISCAL YEAR
- -------------------- ----------------------- ----------------------------
<S> <C> <C>
Arizona Series ...... $ 67,470 $16,577
California Series .. 169,430 32,283
Florida Series ...... 103,255 24,075
Massachusetts Series 23,727 6,104
Michigan Series .... 30,115 11,493
Minnesota Series ... 14,761 5,259
New Jersey Series .. 64,078 21,752
New York Series .... 18,838 5,812
Ohio Series ......... 31,989 10,082
Pennsylvania Series 73,195 19,980
</TABLE>
Once the Merger is consummated and the New Agreements are approved, the
Distributor and DWTC fully intend to continue to provide, respectively, the
same services to the Fund as are currently being provided.
Because DWR and InterCapital are under the common control of DWDC, DWR is
an affiliated broker of InterCapital. During the last fiscal year, no Series
paid brokerage commissions to DWR.
9
<PAGE>
(2) ELECTION OF TRUSTEES
The number of Trustees of the Fund has been fixed by the Board at ten.
There are presently eight Trustees, all of whom are standing for re-election
at the Meeting for indefinite terms. [In addition, the Board of the Fund has
nominated for election as Trustees at the Meeting and
for the first time.]
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
Independent Trustees. [Messrs. and ], who have been
nominated for election at the Meeting, if elected, also will be Independent
Trustees. The other two current Trustees, Charles A. Fiumefreddo and Phillip
J. Purcell, are "interested persons" (as such term is defined in the 1940
Act) of the Fund and InterCapital and, thus, are not Independent Trustees.
The nominees for election as Trustees have been proposed by the Trustees now
serving or, in the case of the nominees for positions as Independent
Trustees, by the Independent Trustees now serving. Other than Messrs. Bozic,
Purcell and Schroeder, who were elected as Trustees by the other Trustees of
the Fund, all of the members of the Board currently serving were previously
elected at a meeting of Shareholders.
The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Board of the Fund, includes
principal occupations and employment for at least the last five years, age,
shares of the Fund owned, if any, as of March , 1997 (shown in
parentheses), positions with the Fund, and directorships (or trusteeships) in
other companies which file periodic reports with the Securities and Exchange
Commission, including the 84 investment companies, including the Fund, 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 Meeting are:
MICHAEL BOZIC, Trustee since April 1994* ; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November 1995);
Director or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May 1991-July 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.
("Sears"); Director of Eaglemark Financial Services, Inc., the United Negro
College Fund and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO, Trustee since July 1991*; age 63; 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 DWTC; Director and/or officer of various DWDC subsidiaries;
formerly Executive Vice President and Director of DWDC (until February 1993).
EDWIN JACOB (JAKE) GARN, Trustee since January 1993*; age 64; Director or
Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly
Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle
Discovery (April 12-19, 1985); Vice Chairman, Huntsman Corporation (since
January 1993); Director of Franklin Quest (time management systems) and John
Alden Financial Corp; member of the board of various civic and charitable
organizations.
- ------------
*This date is the date the Trustee began serving the Dean Witter Funds
complex.
10
<PAGE>
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).
DR. MANUEL H. JOHNSON, Trustee since July 1991*; age 48; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a
founder of the Group of Seven Council (G7C), an international economic
commission; Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of NASDAQ (since June 1995); Director of Greenwich
Capital Markets Inc. (broker-dealer); Trustee of the Financial Accounting
Foundation (oversight organization for the FASB); 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).
MICHAEL E. NUGENT, Trustee since July 1991*; age 60; 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 Fund Company and BT Capital Corporation (1984-1988);
Director of various business organizations.
PHILIP J. PURCELL, Trustee since April 1994*; age 53; Chairman of the
Board of Directors and Chief Executive Officer of DWDC, DWR and Novus Credit
Services Inc.; Director of InterCapital, DWSC and Distributors; Director or
Trustee of the Dean Witter Funds; Director and/or officer of various DWDC
subsidiaries.
JOHN L. SCHROEDER, Trustee since April 1994*; age 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 (1991-1995).
INSERT NEW PERSON
INSERT NEW PERSON
The other executive officers of the Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Robert S.
Giambrone, Vice President; Joseph J. McAlinden, Vice President; James F.
Willison, Vice President; Jonathan R. Page, Vice President and Thomas F.
Caloia, Treasurer. In addition, Frank Bruttomesso, Marilyn K. Cranney, Lou
Anne D. McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries
of the Fund.
Mr. Fink is 42 years old and is currently First Vice President (since June
1993), Secretary and General Counsel (since February 1997) of InterCapital
and DWSC and (since August 1996) Assistant Secretary of DWR; he is also First
Vice President, Assistant Secretary and Assistant General Counsel of
Distributors (since
- ------------
*This date is the date the Trustee began serving the Dean Witter Funds
complex.
11
<PAGE>
February 1997). He was previously Vice President, Assistant Secretary and
Assistant General Counsel of InterCapital and DWSC. Mr. Scanlan is 60 years
old and is currently President and Chief Operating Officer of InterCapital
(since March 1993) and DWSC; he is also Executive Vice President of
Distributors and Executive Vice President and Director of DWTC. He was
previously Executive Vice President of InterCapital (July 1992-March 1993)
and prior thereto was Chairman of Harborview Group, Inc. Mr. Giambrone is 42
years old and is currently Senior Vice President of InterCapital, DWSC,
Distributors and DWTC (since August 1995) and Director of DWTC (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); he is also Chief Investment Officer of InterCapital and Director
of DWTC (since April 1996). He was previously Senior Vice President of
InterCapital (June 1995-April 1996) and prior thereto was a Managing Director
of Dillon Reed. Mr. Caloia is 50 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. Page
is 50 years old and is currently Senior Vice President of InterCapital. Other
than Messrs. Scanlan, Giambrone and McAlinden, each of the above officers has
been an employee of InterCapital or DWR (formerly the corporate parent of
InterCapital) for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board currently consists of eight (8) Trustees. 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 February 28, 1997, the Dean Witter Funds had total net
assets of approximately $ billion and more than six million shareholders.
Six Trustees and the two new nominees (80% of the total number) have no
affiliation or business connection with InterCapital or any of its affiliated
persons and do not own any stock or other securities issued by InterCapital's
parent company, DWDC. The other two Trustees (the "Management Trustees") are
affiliated with InterCapital. For a period of at least three years after the
consummation of the Merger, at least 75% of the members of the Board of
Trustees of the Fund will not be "interested persons" (as defined in the 1940
Act) of the Investment Manager. 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,
Rule 12b-1 plans and distribution and underwriting agreements; continually
reviewing Fund performance; checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading
among Funds in the same complex; and
12
<PAGE>
approving fidelity bond and related insurance coverage and allocations, as
well as other matters that arise from time to time. The Independent Trustees
are required to select and nominate individuals to fill any Independent
Trustee vacancy on the Board of any Fund that has a Rule 12b-1 plan of
distribution. Most of the Dean Witter Funds have such a plan.
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.
Finally, the Board of the 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.
During the Fund's last fiscal year, the Board held 6 meetings of the Board
of Trustees, 10 meetings of the Committee of the Independent Trustees, 2
meetings of the Audit Committee and 3 meetings of the Derivatives Committee.
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.
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 the Investment Manager and other service
providers. In effect, the Chairman of the Committees serves as a combination
of chief executive and support staff of the Independent Trustees.
The Chairman of the 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
13
<PAGE>
of individuals serving as Independent Trustees for each of the Funds or even
of sub-groups of Funds. They believe that having the same individuals serve
as Independent Trustees of all the Funds tends to increase their knowledge
and expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of
separate groups of Independent Trustees arriving at conflicting decisions
regarding operations and management of the Funds and avoids the cost and
confusion that would likely ensue. Finally, having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds
in the Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds
complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees
may allocate their investments among specific Funds in any manner they
determine is appropriate based on their individual investment objectives. As
of the date of this Proxy Statement, each Trustee is in compliance with the
policy. Any future Trustee will be given a one year period following his or
her election within which to comply with the foregoing. As of December 31,
1996, 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 $9.8 million.
As of the Record Date, the aggregate number of shares of the Fund owned by
the Fund's officers and Trustees as a group was less than 1 percent of the
Fund's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES
The Fund 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 (the Fund 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). The Fund 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 Fund who are or have been employed by the Investment Manager or an
affiliated company receive no compensation or expense reimbursement from the
Fund.
As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including the Fund, 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 Fund,
commencing as of his or her retirement date and continuing for the remainder
of his or her life, an annual retirement benefit (the "Regular Benefit")
equal to 25.0% of his or her Eligible Compensation plus 0.4166666% of such
Eligible Compensation for each full month of service as an Independent
Director or Trustee of any Adopting Fund in excess of five years up to a
maximum of 50.0% after ten years of service. The foregoing percentages may be
changed by the Board. "Eligible Compensation" is one-fifth of the total
compensation earned by such Eligible
14
<PAGE>
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 Funds.
The table below illustrates the compensation paid to the Fund's
Independent Trustees by the Fund for its last fiscal year:
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
----------------------------- ----------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- --------------- ------------ -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,800 $ 348 10 50.0% $ 850
Edwin J. Garn .............. 1,800 576 10 50.0 850
John R. Haire .............. 3,900 2,891 10 50.0 1,849
Dr. Manuel H. Johnson ..... 1,750 234 10 50.0 850
Michael E. Nugent .......... 1,800 436 10 50.0 850
John L. Schroeder .......... 1,750 665 8 41.7 708
<FN>
- ------------
(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.
</TABLE>
15
<PAGE>
The following table illustrates the cash compensation paid and the
retirement benefits accrued to the Fund's Independent Trustees for the
calendar year ended December 31, 1996 for services to the 82 Dean Witter
Funds and, in the case of Messrs. Haire, Johnson, Nugent and Schroeder, the
14 TCW/DW Funds that were in operation at December 31, 1996. With respect to
Messrs. Haire, Johnson, Nugent and Schroeder, the TCW/DW Funds are included
solely because of a limited exchange privilege between those Funds and five
Dean Witter Money Market Funds.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
FOR SERVICE AS COMMITTEES
CHAIRMAN OF OF TOTAL CASH
COMMITTEES OF INDEPENDENT COMPENSATION
FOR SERVICE INDEPENDENT TRUSTEES AND FOR SERVICES
AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ AUDIT TO 82
TRUSTEE AND TRUSTEE AND TRUSTEES AND COMMITTEES DEAN WITTER
COMMITTEE MEMBER COMMITTEE MEMBER AUDIT COMMITTEES OF 14 FUNDS AND 14
OF 82 DEAN WITTER OF 14 TCW/DW OF 82 DEAN WITTER TCW/DW TCW/DW
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS 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>
The following table illustrates the retirement benefits accrued to the
Independent Trustees by the 57 Dean Witter Funds 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>
RETIREMENT
BENEFITS
ESTIMATED CREDITED ACCRUED ESTIMATED ANNUAL
YEARS OF ESTIMATED AS EXPENSES BENEFITS UPON
SERVICE AT PERCENTAGE BY ALL RETIREMENT FROM
RETIREMENT OF ELIGIBLE ADOPTING ALL ADOPTING
NAME OF INDEPENDENT TRUSTEES (MAXIMUM 10) COMPENSATION FUNDS FUNDS(2)
- ---------------------------- ------------------ -------------- ------------- ----------------
<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 ........... 41.7 38,700 42,771
</TABLE>
- ------------
(2) 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 persons named as attorneys-in-fact in the enclosed proxy have advised
the Fund that unless a proxy instructs them to withhold authority to vote for
all listed nominees or for any individual nominee, they will vote
16
<PAGE>
all validly executed proxies for the election of the nominees named above.
All of the nominees have consented to being named in this Proxy Statement and
to serve, if elected, and no circumstances now known will prevent any of the
nominees from serving. If any nominee should be unable or unwilling to serve,
the proxy will be voted for a substitute nominee proposed by the present
Trustees or, in the case of an Independent Trustee nominee, by the
Independent Trustees.
The election of each Trustee requires the approval of a majority of the
shares of the Fund represented and entitled to vote at the Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF ALL OF THE TRUSTEES NOMINATED FOR ELECTION.
(3) APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT POLICY WITH RESPECT TO
INVESTMENTS IN CERTAIN OTHER INVESTMENT COMPANIES
The Board of the Fund has approved, subject to Shareholder approval, a new
investment policy that has the effect of modifying certain investment
restrictions of the Fund so as to permit the Fund to convert to a
master/feeder structure. Under a master/feeder structure, the assets of
mutual funds with common investment objectives and substantially the same
investment policies are pooled together and, rather than being managed
separately, are "fed" into a combined pool for portfolio management purposes.
The individual pools are known as "feeder" funds and the pool is known as a
"master" fund.
Upon conversion to a master/feeder structure, the Fund would invest all of
its assets in a corresponding master fund and hold only beneficial interests
in the master fund. The master fund, in turn, would invest directly in
individual securities of other issuers. The Fund would otherwise continue its
normal operations. The Board of the Fund would retain the right to withdraw
the Fund's investment from the master fund at any time it determined that it
would be in the best interests of Shareholders; the Fund would then resume
investing directly in individual securities of other issuers or invest in
another master fund.
As an investor in a master fund, the Fund would be entitled to vote in
proportion to its relative interest in the master fund. Specifically, as to
any issue on which Shareholders vote, the Fund would vote its interest in the
master fund in proportion to the votes cast by its Shareholders. If there
were other investors in the master fund, there could be no assurance that any
issue that receives a majority of the votes cast by the Fund's Shareholders
would receive a majority of votes cast by all master fund shareholders.
Conversion to a master/feeder structure would only be authorized by the
Board of the Fund if it determined such structure to be in the best interests
of Shareholders. Should the Board authorize any such conversion, the Fund's
prospectus and statement of additional information would be amended to
reflect the Fund's conversion to a master/feeder structure and Shareholders
would be notified.
While neither the Board nor InterCapital has determined that the Fund
should participate in a master/feeder structure, the Trustees believe that
the Fund should have the flexibility to implement such structure at a future
date, if appropriate. At present, however, certain fundamental investment
restrictions of the Fund would prevent the Fund from doing so without seeking
Shareholder approval. For example, the Fund has fundamental investment
restrictions which limit the extent to which the Fund may invest in other
investment companies or in any one issuer. As such, a vote of the Fund's
Shareholders would be required before the Fund could participate in a
master/feeder structure. In the interest of efficiency and to eliminate the
costs associated with a future proxy statement that would be necessary to
modify these investment restrictions, the Board of the Fund recommends that
Shareholders vote to modify the Fund's investment restrictions by adding the
following new investment policy:
17
<PAGE>
"Notwithstanding any other investment policy or restriction, the Fund
may seek to achieve its investment objective by investing all or
substantially all of its assets in another investment company having
substantially the same investment objectives and policies as the Fund."
REQUIRED VOTE
To become effective, the proposed changes to the Fund's investment
restrictions must be approved by the vote of a majority of the outstanding
voting securities of the Fund. As indicated earlier, the "vote of a majority
of the outstanding voting securities" is defined in the 1940 Act as the
lesser of the vote of (i) 67% or more of the Shares of the Fund entitled to
vote thereon present at the Meeting if the holders of more than 50% of such
outstanding shares are present in person or represented by proxy; or (ii)
more than 50% of such outstanding shares of the Fund entitled to vote
thereon.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE NEW INVESTMENT POLICY WITH RESPECT TO INVESTMENTS IN CERTAIN OTHER
INVESTMENT COMPANIES.
(4) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of Price Waterhouse LLP
("Price Waterhouse") as the Fund's independent accountants for the fiscal
year ending November 30, 1997.
The selection of Price Waterhouse is being submitted for ratification or
rejection by Shareholders at the Meeting. Price Waterhouse has been the
independent accountants for the Fund since its inception, and has no direct
or indirect financial interest in the Fund.
A representative of Price Waterhouse is expected to be present at the
Meeting and will be available to make a statement, and to respond to
appropriate questions of Shareholders.
Ratification of the selection of Price Waterhouse requires the approval of
a majority of the shares of the Fund represented and entitled to vote at the
Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF
PRICE WATERHOUSE AS THE INDEPENDENT ACCOUNTANTS FOR THE FUND.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting for a total of not more than 60 days in the aggregate, to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Fund's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in
favor of Proposal 1 and will vote against any such adjournment those proxies
required to be voted against that proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares
held in street name for which the broker indicates that instructions have not
been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
18
<PAGE>
SHAREHOLDER PROPOSALS
The Fund does not hold regular shareholders' meetings. Proposals of
Shareholders of the Fund intended to be presented at the next meeting of
Shareholders must be received a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the
proxy statement for that meeting.
REPORTS TO SHAREHOLDERS
THE ANNUAL REPORT FOR THE FUND'S FISCAL YEAR ENDED NOVEMBER 30, 1996 HAS
BEEN SENT PREVIOUSLY TO SHAREHOLDERS AND IS AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM ADRIENNE RYAN-PINTO AT DWTC, HARBORSIDE FINANCIAL CENTER, PLAZA
TWO, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS (TOLL FREE)).
INTEREST OF CERTAIN PERSONS
DWDC, DWR, the Investment Manager, DWSC, the Distributor and certain of
their respective Directors, officers, and employees, including persons who
are Trustees or officers of the Fund, 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 Fund, and certain of those individuals are
compensated for performing services relating to the Fund and may also own
shares of DWDC. 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 Fund knows of no other matters which may be
presented at the Meeting. However, if any matters not now known properly come
before the Meeting, it is 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
19
<PAGE>
APPENDIX A
FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the [ ] day of [ , 1997], by and between Dean
Witter [ ], an unincorporated business trust organized under the laws of
the Commonwealth of Massachusetts (hereinafter called the "Fund"), and Dean
Witter InterCapital Inc., a Delaware corporation (hereinafter called the
"Investment Manager"):
WHEREAS, The Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
Whereas, The Investment Manager is registered as an investment adviser under
the Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser; and
Whereas, The Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms
and conditions hereinafter set forth; and
Whereas, The Investment Manager desires to be retained to perform services
on said terms and conditions:
Now, Therefore, this Agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:
1. The Fund hereby retains the Investment Manager to act as investment
manager of the Fund and, subject to the supervision of the Trustees, to
supervise the investment activities of the Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously manage the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and shall
take such further action, including the placing of purchase and sale orders
on behalf of the Fund, as the Investment Manager shall deem necessary or
appropriate. The Investment Manager shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Manager in the discharge of
its duties as the Fund may, from time to time, reasonably request.
2. The Investment Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Investment
Manager shall be deemed to include persons employed or otherwise retained by
the Investment Manager to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to technical
and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Investment Manager
shall, as agent for the Fund, maintain the Fund's records and books of
account (other than those maintained by the Fund's transfer agent, registrar,
custodian and other agencies). All such books and records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Manager shall surrender to the Fund such of the books and records so
requested.
A-1
<PAGE>
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Manager may reasonably require in order to discharge its duties
and obligations hereunder.
4. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Fund, and provide such office space,
facilities and equipment and such clerical help and bookkeeping services as
the Fund shall reasonably require in the conduct of its business. The
Investment Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Fund.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: fees pursuant to any plan of
distribution that the Fund may adopt; the charges and expenses of any
registrar, any custodian or depository appointed by the Fund 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
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and 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 and
statements of additional information of the Fund and supplements thereto to
the Fund's 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 the Investment Manager or any
corporate affiliate of the Investment Manager; 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
pricing of the Fund's shares; charges and expenses of legal counsel,
including counsel to the Trustees of the Fund who are not interested persons
(as defined in the Act) of the Fund or the Investment Manager, and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel (including
officers and Trustees) of the Fund which inure to its benefit; 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 the Fund's operation unless otherwise explicitly
provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation determined by applying the following
annual rate[s] to the Fund's daily net assets: [ *]. Except as
hereinafter set forth, compensation under this Agreement shall be calculated
and accrued daily and the amounts of the daily accruals shall be paid
monthly. Such calculations shall be made by applying 1/365ths of the annual
rates to the Fund's net assets each day determined as of the close of
business on that day or the last previous business day. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fees as set forth above.
- ------------
* See page of the Proxy Statement for a table setting forth the
management fee rate(s) applicable to each Series.
A-2
<PAGE>
Subject to the provisions of paragraph 7 hereof, payment of the
Investment Manager's compensation for the preceding month shall be made as
promptly as possible after completion of the computations contemplated by
paragraph 7 hereof.
7. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to paragraph 6 hereof, for any
fiscal year ending on a date on which this Agreement is in effect, exceed the
expense limitations applicable to the Fund imposed by state securities laws
or regulations thereunder, as such limitations may be raised or lowered from
time to time, the Investment Manager shall reduce its management fee to the
extent of such excess and, if required, pursuant to any such laws or
regulations, will reimburse the Fund for annual operating expenses in excess
of any expense limitation that may be applicable; provided, however, there
shall be excluded from such expenses the amount of any interest, taxes,
brokerage commissions, distribution fees and extraordinary expenses
(including but not limited to legal claims and liabilities and litigation
costs and any indemnification related thereto) paid or payable by the Fund.
Such reduction, if any, shall be computed and accrued daily, shall be settled
on a monthly basis, and shall be based upon the expense limitation applicable
to the Fund as at the end of the last business day of the month. Should two
or more such expense limitations be applicable as at the end of the last
business day of the month, that expense limitation which results in the
largest reduction in the Investment Manager's fee shall be applicable.
For purposes of this provision, should any applicable expense limitation
be based upon the gross income of the Fund, such gross income shall include,
but not be limited to, interest on debt securities in the Fund's portfolio
accrued to and including the last day of the Fund's fiscal year, and
dividends declared on equity securities in the Fund's portfolio, the record
dates for which fall on or prior to the last day of such fiscal year, but
shall not include gains from the sale of securities.
8. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Manager shall not be liable to the Fund
or any of its investors for any error of judgment or mistake of law or for
any act or omission by the Investment Manager or for any losses sustained by
the Fund or its investors.
9. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing in this Agreement shall limit or restrict the right of
any Trustee, officer or employee of the Investment Manager to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business whether of a similar or
dissimilar nature.
10. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Investment
Company Act of 1940, as amended (the "Act"), of the outstanding voting
securities of the Fund or by the Trustees of the Fund; provided that in
either event such continuance is also approved annually by the vote of a
majority of the Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as defined in the Act) of any such party, which vote
must be cast in person at a meeting called for the purpose of voting on such
approval; provided, however, that (a) the Fund may, at any time and without
the payment of any penalty, terminate this Agreement upon thirty days'
written notice to the Investment Manager, either by majority vote of the
Trustees of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund; (b) this Agreement shall immediately terminate in the
event of its assignment (to the extent required by the Act and the rules
thereunder) unless such automatic terminations shall be prevented by an
exemptive
A-3
<PAGE>
order of the Securities and Exchange Commission; and (c) the Investment
Manager may terminate this Agreement without payment of penalty on thirty
days' written notice to the Fund. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-paid, to the other
party at the principal office of such party.
11. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.
12. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflicts with the applicable provisions of the Act, the latter shall
control.
13. The Investment Manager and the Fund each agree that the name "Dean
Witter," which comprises a component of the Fund's name, is a property right
of Dean Witter Reynolds Inc. The Fund agrees and consents that (i) it will
only use the name "Dean Witter" as a component of its name and for no other
purpose, (ii) it will not purport to grant to any third party the right to
use the name "Dean Witter" for any purpose, (iii) the Investment Manager or
its parent, Morgan Stanley, Dean Witter, Discover & Co., or any corporate
affiliate of the Investment Manager's parent, may use or grant to others the
right to use the name "Dean Witter," or any combination or abbreviation
thereof, as all or a portion of a corporate or business name or for any
commercial purpose, including a grant of such right to any other investment
company, (iv) at the request of the Investment Manager or its parent, the
Fund will take such action as may be required to provide its consent to the
use of the name "Dean Witter", or any combination or abbreviation thereof, by
the Investment Manager or its parent or any corporate affiliate of the
Investment Manager's parent, or by any person to whom the Investment Manager
or its parent or any corporate affiliate of the Investment Manager's parent
shall have granted the right to such use, and (v) upon the termination of any
investment advisory agreement into which the Investment Manager and the Fund
may enter, or upon termination of affiliation of the Investment Manager with
its parent, the Fund shall, upon request by the Investment Manager or its
parent, cease to use the name "Dean Witter" as a component of its name, and
shall not use the name, or any combination or abbreviation thereof, as a part
of its name or for any other commercial purpose, and shall cause its
officers, Trustees and shareholders to take any and all actions which the
Investment Manager or its parent may request to effect the foregoing and to
reconvey to the Investment Manager or its parent any and all rights to such
name.
14. The Declaration of Trust establishing Dean Witter [ ], dated [
], a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth
of Massachusetts, provides that the name Dean Witter [ ] refers to the
Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of Dean Witter [ ] shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said Dean
Witter [ ], but the Trust Estate only shall be liable.
A-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.
<TABLE>
<S> <C>
DEAN WITTER [ ]
By ................................
Attest:
.....................................
DEAN WITTER INTERCAPITAL INC.
By ...............................
Attest:
.....................................
</TABLE>
A-5
<PAGE>
APPENDIX B
InterCapital serves as investment manager to the Fund and the other
investment companies listed below which have similar investment objectives to
those of the Fund. Set forth below is a chart showing the net assets of each
such investment company as of March 12, 1997 and the investment management or
advisory fee rate(s) applicable to such investment company.
<TABLE>
<CAPTION>
NET ASSETS CURRENT INVESTMENT
AS OF MANAGEMENT OR
03/12/97 ADVISORY FEE RATE(S)
---------------- -----------------------------------
<S> <C> <C>
1.DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* ... $ 0.55% on assets up to $500 million,
scaled down at various asset levels
to 0.45% on assets over $1.25
billion
2.DEAN WITTER LIMITED TERM MUNICIPAL TRUST* ...... 0.50
3.DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* 0.35%
4.DEAN WITTER NATIONAL MUNICIPAL TRUST* .......... 0.35% (1)
5.DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ..... 0.55% on assets up to $500 million
and 0.525% on assets over $500
million
6.DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ....... 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325% on
assets over $1.25 billion
7.INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME
TRUST** ......................................... 0.35%
8.INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** .................................... 0.35%
9.INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** .................................... 0.35%
10.INTERCAPITAL INSURED MUNICIPAL BOND TRUST** .... 0.35%
11.INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** .. 0.35%
12.INTERCAPITAL INSURED MUNICIPAL TRUST** ......... 0.35%
13.INTERCAPITAL INSURED MUNICIPAL TRUST** ......... 0.35%
14.INTERCAPITAL NEW YORK QUALITY MUNICIPAL .........
SECURITIES** .................................... 0.35%
15.INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** .. 0.35%
16.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST** ........................................ 0.35%
17.INTERCAPITAL QUALITY MUNICIPAL SECURITIES** ... 0.35%
18.MUNICIPAL INCOME TRUST** ....................... 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
19.MUNICIPAL INCOME TRUST II** .................... 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
B-1
<PAGE>
NET ASSETS CURRENT INVESTMENT
AS OF MANAGEMENT OR
03/12/97 ADVISORY FEE RATE(S)
---------------- -----------------------------------
20.MUNICIPAL INCOME TRUST III** ................... 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21.MUNICIPAL INCOME OPPORTUNITIES TRUST** ........ 0.50%
22.MUNICIPAL INCOME OPPORTUNITIES TRUST II** ..... 0.50%
23.MUNICIPAL INCOME OPPORTUNITIES TRUST III** .... 0.50%
24.MUNICIPAL PREMIUM INCOME TRUST** ............... 0.40%
25.DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND*** ........................................ 0.50%
26.DEAN WITTER HAWAII MUNICIPAL TRUST* ............ 0.35% (2)
</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 June 30, 1997, to assume all
operating expenses (except for any 12b-1 and brokerage fees) of Dean
Witter National Municipal Trust and to waive the compensation provided
for in its investment management agreement with that company to the
extent that such expenses and compensation on an annualized basis
exceed 0.50% of the average daily net assets of that company.
(2) InterCapital has undertaken, until June 30, 1997, 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.
B-2
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - ARIZONA SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - Arizona Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr.
Manuel H. Johnson, Michael E. Nugent,
Philip J. Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
ARIZONA SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - CALIFORNIA SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - California Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr.
Manuel H. Johnson, Michael E. Nugent,
Philip J. Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
CALIFORNIA SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - FLORIDA SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - Florida Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
FLORIDA SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - MASSACHUSETTS SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - Massachusetts Series on May 2,
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 , 1997 as
follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
MASSACHUSETTS SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - MICHIGAN SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - Michigan Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
MICHIGAN SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - MINNESOTA SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - Minnesota Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
MINNESOTA SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - NEW JERSEY SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - New Jersey Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
NEW JERSEY SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - NEW YORK SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - New York Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
NEW YORK SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - OHIO SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - Ohio Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
OHIO SERIES
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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - PENNSYLVANIA SERIES
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 Special Meeting of Shareholders of
Dean Witter Multi-State Municipal Series - Pennsylvania Series on May 2, 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 , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS 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
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire, Dr. Manuel
H. Johnson, Michael E. Nugent, Philip J.
Purcell, 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.
FOR AGAINST ABSTAIN
3. Approval of New Investment Policy [ ] [ ] [ ]
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date_______________
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -
PENNSYLVANIA SERIES
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.
