<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
....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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 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 21, 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 nine (9) Trustees to serve until their successors shall have
been elected and qualified;
3. For each Series, 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 19, 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>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MAY 21, 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 21, 1997 (the "Meeting"), and at any
adjournments thereof. The first mailing of this Proxy Statement is expected to
be made on or about March 19, 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. On the Record Date, Odd
Rovick, Roger Rovick, Davi Rovick and Richard Olson, Trustees under the
residual trust under the will of Emma Rovick, 5501 Village Drive, Apt. 305,
Edina, Minnesota, owned approximately 6.9% (60,994 shares) of the outstanding
shares of Dean Witter Multi-State Municipal Series Trust--Minnesota Series. No
person was known to own as much as 5% of the outstanding shares of any of the
other 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
NAME OF SERIES (RECORD DATE)
- - -------------------- -----------------
<S> <C>
Arizona Series....... 4,304,616
California Series ... 10,087,632
Florida Series....... 6,365,578
Massachusetts
Series.............. 1,430,624
Michigan Series...... 1,900,451
Minnesota Series .... 881,357
New Jersey Series ... 4,101,595
New York Series...... 1,228,835
Ohio Series.......... 1,948,935
Pennsylvania Series . 4,180,139
</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
$37,500, will be allocated as follows: 90% of the cost will be borne by Dean
Witter, Discover & Co. and 10% of the cost will be borne by the Series. The
total cost of soliciting proxies borne by each Series is therefore estimated to
be approximately $375. 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 approximately $6,000 and will be borne by Dean Witter, Discover & Co.
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. With respect to the solicitation of a telephonic vote by First Data
Corp., additional expenses are expected to be approximately $6.00 per telephone
vote transacted, which would be borne by Dean Witter, Discover & Co.
(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, provide a wide range of financial services on a global basis.
Their principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring, real estate, project finance and
other corporate finance advisory activities; merchant banking and other
principal investment activities; stock brokerage and research services; asset
management; the trading of foreign exchange and commodities on a broad range of
asset categories; rates and indices; and global custody, securities clearance
services and securities lending.
4
<PAGE>
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 converted into the right to receive 1.65 shares of DWDC common stock
and each issued and outstanding share of DWDC common stock will remain
outstanding and will thereafter represent one share of Morgan Stanley, Dean
Witter, Discover & Co. 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 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 expected to be completed in mid-1997 and 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 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.
5
<PAGE>
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).
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
FUND'S LAST AS OF FISCAL
NAME OF SERIES 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.............. 6,425(1) 16,020,960
Michigan Series...... 20,306(1) 20,863,111
Minnesota Series .... 0(1) 9,922,889
New Jersey Series ... 160,350 44,829,273
New York Series...... 2,467(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 to 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. Absent such waivers, management fees
payable to the Investment Manager by the Massachusetts Series, Michigan
Series, Minnesota Series, New York Series and Ohio Series would have
been $56,700, $72,796, $36,759, $48,928 and $76,978, respectively. The
Investment Manager continued to waive management fees and to assume such
expenses until December 31, 1996.
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'
7
<PAGE>
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.
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
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
8
<PAGE>
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 March 12, 1997. DWSC also has its offices at Two World Trade
Center, New York, New York 10048.
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
NAME OF SERIES 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 the Fund. During the Fund's 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 nine.
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 Wayne E. Hedien for election as Trustee at the Meeting 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. Mr. Hedien, who has been nominated for election at the
Meeting, if elected, also will be an Independent Trustees. The other two
current Trustees, Charles A. Fiumefreddo and Philip 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 includes principal occupations and employment for at least the last
five years, age, shares of the Fund owned, if any, as of March 12, 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 (health insurance); 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).
WAYNE E. HEDIEN, age 63; Retired; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated with the Allstate Companies (1966-1994), most
recently as Chairman of The Allstate Corporation (March 1993-December 1994) and
Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate
Insurance Company (July 1989-December 1994); director of various other business
and charitable organizations.
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 Trust Company and BT Capital Corporation (1984-1988); Director of
various business organizations.
PHILIP J. PURCELL, Trustee since April 1994*; age 53; Chairman of the Board
of Directors and Chief Executive Officer of 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).
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 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
- - ------------
*This date is the date the Trustee began serving the Dean Witter Funds complex.
11
<PAGE>
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 51 years old
and is currently First Vice President and Assistant Treasurer of InterCapital
and DWSC. Mr. Willison is 53 years old and is currently Senior Vice President
of InterCapital. Mr. 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 $84.2 billion and more than six million shareholders.
Six Trustees and the new nominee (77% of the total number) have no
affiliation or business connection with InterCapital or any of its affiliated
persons. 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 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.
12
<PAGE>
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 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
13
<PAGE>
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 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
14
<PAGE>
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 and the retirement benefits
accrued to the Fund's Independent Trustees by the Fund for its last fiscal year
and the estimated retirement benefits for the Fund's Independent Trustees, to
commence upon their retirement, as of the end of the Fund's 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>
The following table illustrates the cash compensation paid 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>
15
<PAGE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees by the 57 Dean Witter Funds (including the Fund) 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(1)
- - ---------------------------- ------------------ -------------- ------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic ............... 10 50.0% $20,147 $ 51,325
Edwin J. Garn ............... 10 50.0 27,772 51,325
John R. Haire ............... 10 50.0 46,952 129,550
Dr. Manuel H. Johnson ....... 10 50.0 10,926 51,325
Michael E. Nugent ........... 10 50.0 19,217 51,325
John L. Schroeder............ 8 41.7 38,700 42,771
</TABLE>
- - ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
The 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 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 elected, Mr. Hedien's term will commence September 1, 1997). 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 combined 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
16
<PAGE>
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:
"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 as to a particular Series, the proposed changes to the
Fund's investment restrictions must be approved by the vote of a majority of
the outstanding voting securities of such Series. 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
Series 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 Series 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.
17
<PAGE>
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.
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.
18
<PAGE>
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
Multi-State Municipal Series Trust, 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 presently offers shares in several Series, such Series
together with all other Series subsequently established by the Fund with
respect to which 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 being collectively referred to as the
"Series;" 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 Series and, subject to the supervision of the Trustees, to
supervise the investment activities of the Series 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 Series; shall determine the securities and
commodities to be purchased, sold or otherwise disposed of by the Series 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 Series, 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.
In the event the Fund establishes another Series other than the current
Series with respect to which it desires to retain the Investment Manager to
render investment advisory services hereunder, it shall notify the Investment
Manager in writing. If the Investment Manager is willing to render such
services, it shall notify the Fund in writing, whereupon such other Series
shall become a Series hereunder.
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
A-1
<PAGE>
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.
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 of 0.35% to the daily net assets of the respective Series
determined as of the close of each business day. 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.
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 a Series, 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 such Series 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 in respect
to such Series to the extent of such excess and, if required, pursuant to any
such laws or regulations, will reimburse such Series 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 such Series. 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
such Series 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 such Series, such gross income shall include,
but not be limited to, interest on debt securities in the Fund's portfolio of
such Series accrued to and including the last day of the Fund's fiscal year,
and dividends declared on equity securities in the portfolio of such Series,
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. With respect to each Series, this Agreement shall remain in effect until
April 30, 1999 and from year to year thereafter 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
Series 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, with respect
to a Series, by the vote of a majority of the outstanding voting securities of
such Series; (b) this Agreement shall immediately terminate in the event of its
A-3
<PAGE>
assignment (to the extent required by the Act and the rules thereunder) unless
such automatic terminations shall be prevented by an exemptive 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.
Any approval of this Agreement by the holders of a majority of the
outstanding voting securities of any Series shall be effective to continue this
Agreement with respect to such Series notwithstanding (a) that this Agreement
has not been approved by the holders of a majority of the outstanding voting
securities of any other Series or (b) that this Agreement has not been approved
by the vote of a majority of the outstanding voting securities of the Fund,
unless such approval shall be required by any other applicable law or
otherwise.
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 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 Multi-State Municipal
Series Trust, dated October 29, 1990, 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 Multi-State Municipal Series Trust 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 Multi-State
Municipal Series Trust 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
Multi-State Municipal Series Trust, 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.
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
By
-----------------------------------------
Attest:
- - -----------------------------
DEAN WITTER INTERCAPITAL INC.
By
------------------------------------------
Attest:
- - -----------------------------
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>
CURRENT INVESTMENT
MANAGEMENT OR
NET ASSETS ADVISORY FEE RATE(S)
AS OF AS A PERCENTAGE
03/12/97 OF NET ASSETS
--------------- -------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* $ 945,010,334 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* . 61,210,093 0.50
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES
TRUST* ..................................... 388,189,887 0.35%
4. DEAN WITTER NATIONAL MUNICIPAL TRUST* ..... 84,362,522 0.35% (1)
5. DEAN WITTER NEW YORK TAX-FREE INCOME FUND* 185,662,118 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* .. 1,158,271,636 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** ............................. 240,850,768 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ............................... 201,480,242 0.35%
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** ............................... 62,879,708 0.35%
10. INTERCAPITAL INSURED MUNICIPAL BOND TRUST**
108,687,697 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST** .................................... 577,173,843 0.35%
12. INTERCAPITAL INSURED MUNICIPAL TRUST** .... 136,016,212 0.35%
13. INTERCAPITAL INSURED MUNICIPAL TRUST** .... 481,829,417 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** ............................... 92,491,556 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST** .................................... 726,527,989 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST** .................................... 377,428,244 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL SECURITIES**
356,447,008 0.35%
18. MUNICIPAL INCOME TRUST** ................... 299,197,956 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
B-1
<PAGE>
CURRENT INVESTMENT
MANAGEMENT OR
NET ASSETS ADVISORY FEE RATE(S)
AS OF AS A PERCENTAGE
03/12/97 OF NET ASSETS
--------------- -------------------------------
19. MUNICIPAL INCOME TRUST II** ............... 273,432,009 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MUNICIPAL INCOME TRUST III** .............. 61,981,499 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21. MUNICIPAL INCOME OPPORTUNITIES TRUST** ... 176,784,608 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES TRUST II** . 174,666,431 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES TRUST III** 102,809,085 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST** .......... 350,292,786 0.40%
25. DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND*** ................................... 90,885,593 0.50%
26. DEAN WITTER HAWAII MUNICIPAL TRUST* ...... 3,522,850 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 Trust - Arizona Series on May 21,
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 March 19, 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, Wayne
E. Hedien, 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 Trust - California Series on May 21,
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 March 19, 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, Wayne
E. Hedien, 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 Trust - Florida Series on May 21,
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 March 19, 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, Wayne E.
Hedien, 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 Trust - Massachusetts Series on
May 21, 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 March 19,
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, Wayne E.
Hedien, 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 Trust - Michigan Series on May 21,
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 March 19, 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, Wayne E.
Hedien, 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 Trust - Minnesota Series on May 21,
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 March 19, 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, Wayne E.
Hedien, 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 Trust - New Jersey Series on May 21,
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 March 19, 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, Wayne E.
Hedien, 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 Trust - New York Series on May 21,
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 March 19, 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, Wayne E.
Hedien, 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 Trust - Ohio Series on May 21, 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 March 19, 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, Wayne E.
Hedien, 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 Trust - Pennsylvania Series on
May 21, 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 March 19,
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, Wayne E.
Hedien, 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.
