<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1998
REGISTRATION NO.: 33-37562
811-6208
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 9 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
AMENDMENT NO. 10 [X]
_______________
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
(A MASSACHUSETTS BUSINESS TRUST)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 392-1600
BARRY FINK, ESQ.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(NAME AND ADDRESS OF AGENT FOR SERVICE)
_______________
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Post-Effective Amendment becomes effective.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
___X___ immediately upon filing pursuant to paragraph (b)
_______ on (date) pursuant to paragraph (b)
_______ 60 days after filing pursuant to paragraph (a)
_______ on (date) pursuant to paragraph (a) of rule 485.
AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-1A
PART A
ITEM CAPTION PROSPECTUS
---------- -------------------------------------------------------
<S> <C>
1. ....... Cover Page
2. ....... Summary of Fund Expenses; Prospectus Summary
3. ....... Financial Highlights; Performance Information
4. ....... Investment Objective and Policies; The Fund and its
Management; Cover Page; Investment Restrictions;
Prospectus Summary
5. ....... The Fund and Its Management; Back Cover; Investment
Objective and Policies
6. ....... Dividends, Distributions and Taxes; Additional
Information
7. ....... Purchase of Fund Shares; Shareholder Services
8. ....... Redemptions and Repurchases; Shareholder Services
9. ....... Not Applicable
</TABLE>
<TABLE>
<CAPTION>
PART B
ITEM STATEMENT OF ADDITIONAL INFORMATION
----------- -----------------------------------------------------------
<S> <C>
10. ....... Cover Page
11. ....... Table of Contents
12. ....... The Fund and Its Management
13. ....... Investment Practices and Policies; Investment Restrictions;
Portfolio Transactions and Brokerage
14. ....... The Fund and Its Management; Trustees and
Officers
15. ....... Trustees and Officers
16. ....... The Fund and Its Management; Purchase of Fund Shares;
Custodian and Transfer Agent;
Independent Accountants
17. ....... Portfolio Transactions and Brokerage
18. ....... Description of Shares; Validity of Shares of Beneficial
Interest
19. ....... Repurchase of Fund Shares; Redemptions and Repurchases;
Statement of Assets and Liabilities; Shareholder Services
20. ....... Dividends, Distributions and Taxes
21. ....... Not applicable
22. ....... Dividends, Distributions and Taxes
23. ....... Performance Information; Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
PROSPECTUS -- MARCH 23, 1998
- -----------------------------------------------------------------------------
Dean Witter Multi-State Municipal Series Trust (the "Fund") is an open-end
non-diversified management investment company currently consisting of ten
separate series: the Arizona Series, the California Series, the Florida
Series, the Massachusetts Series, the Michigan Series, the Minnesota Series,
the New Jersey Series, the New York Series, the Ohio Series and the
Pennsylvania Series (the "State Series"). The investment objective of the
State Series is to provide a high level of current income exempt from both
federal and the designated State income taxes consistent with the
preservation of capital. Each Series ("Series") seeks to achieve its
investment objective by investing principally in investment grade tax-exempt
securities of municipal issuers in the designated state. (See "Investment
Objective and Policies.")
The Fund, on behalf of each Series, is authorized to reimburse Dean Witter
Distributors Inc. (the "Distributor") for specific expenses incurred in
promoting the distribution of the Fund's shares pursuant to a Plan of
Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Act"). Reimbursement may in no event exceed an amount equal to payments
at the annual rate of 0.15% of the average daily net assets of each Series.
This Prospectus sets forth concisely the information you should know before
investing in the Fund. It should be read and retained for future reference.
Additional information about the Fund is contained in the Statement of
Additional Information, dated March 23, 1998, which has been filed with the
Securities and Exchange Commission, and which is available at no charge upon
request of the Fund at the address or telephone numbers listed below. The
Statement of Additional Information is incorporated herein by reference.
DEAN WITTER MULTI-STATE MUNICIPAL
SERIES TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 392-2550
(800) 869-NEWS
TABLE OF CONTENTS
Prospectus Summary .................................................... 2
Summary of Fund Expenses .............................................. 3
Financial Highlights .................................................. 4
The Fund and its Management ........................................... 8
Investment Objective and Policies ..................................... 9
Investment Restrictions ............................................... 15
Purchase of Fund Shares ............................................... 15
Shareholder Services .................................................. 18
Redemptions and Repurchases ........................................... 21
Dividends, Distributions and Taxes .................................... 22
Performance Information ............................................... 30
Additional Information ................................................ 30
Appendix .............................................................. 32
Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and the Shares are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Dean Witter Distributors Inc., Distributor
<PAGE>
PROSPECTUS SUMMARY
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
------------------- ------------------------------------------------------------------
THE The Fund is organized as a Trust, commonly known as a Massachusetts
FUND business trust, and is an open-end, non-diversified management investment
company currently consisting of ten separate series: the Arizona Series,
the California Series, the Florida Series, the Massachusetts Series,
the Michigan Series, the Minnesota Series, the New Jersey Series, the
New York Series, the Ohio Series and the Pennsylvania Series. Each Series
invests principally in investment grade, tax-exempt securities of the
designated State.
- ------------------- ------------------------------------------------------------------
SHARES OFFERED Shares of beneficial interest with $0.01 par value (see page 30).
- ------------------- ------------------------------------------------------------------
OFFERING PRICE The price of the shares offered by this prospectus varies with the changes
in the value of the Fund's investments. The offering price, determined
once daily as of 4:00 p.m., New York time, on each day that the New
York Stock Exchange is open, is equal to the net asset value plus a
sales charge of 4.0% of the offering price, scaled down on purchases
of $25,000 or over (see page 15).
- ------------------- ------------------------------------------------------------------
MINIMUM PURCHASE Minimum initial investment, $1,000 ($100 if the account is opened through
EasyInvest (Service Mark) ); Minimum subsequent investment, $100 (see
page 15).
- ------------------- ------------------------------------------------------------------
INVESTMENT The investment objective of each Series is to provide a high level of
OBJECTIVE current income exempt from both federal and the designated state income
taxes consistent with preservation of capital.
- ------------------- ------------------------------------------------------------------
INVESTMENT MANAGER Dean Witter InterCapital Inc., ("InterCapital"), the Investment Manager
of the Fund, and its wholly-owned subsidiary, Dean Witter Services Company
Inc., serve in various investment management, advisory, management and
administrative capacities to 102 investment companies and other
portfolios with assets of approximately $110.1 billion at February 28,
1998 (see page 8).
- ------------------- ------------------------------------------------------------------
MANAGEMENT FEE The Investment Manager receives a monthly fee at the annual rate of
0.35% of daily net assets of each Series (see page 8).
- ------------------- ------------------------------------------------------------------
DIVIDENDS AND Income dividends are declared daily and paid monthly; capital gains
CAPITAL GAINS distributions, if any, may be distributed annually or retained for
DISTRIBUTIONS reinvestment by the Fund. Dividends and distributions are automatically
reinvested in additional shares at net asset value (without sales charge),
unless the shareholder elects to receive cash (see pages 18 and 21).
- ------------------- ------------------------------------------------------------------
PLAN OF The Fund is authorized to reimburse Dean Witter Distributors Inc. (the
DISTRIBUTION "Distributor") for specific expenses incurred in promoting the
distribution of the Fund's shares pursuant to a Plan of Distribution
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Reimbursement may in no event exceed an amount equal to payments at
the annual rate of 0.15 of 1% of average daily net assets of each Series
of the Fund (see page 18).
- ------------------- ------------------------------------------------------------------
SALES CHARGE 4.0% of offering price (4.17% of amount invested); reduced charges on
purchases of $25,000 or more (see pages 15-17).
- ------------------- ------------------------------------------------------------------
REDEMPTION Shares are redeemable by the shareholder at net asset value. An account
may be involuntarily redeemed if shares owned have a net asset value
of less than $100 or, if the account was opened through EasyInvest (Service
Mark), if after twelve months the shareholder has invested less than
$1,000 in the account. (see page 20).
- ------------------- ------------------------------------------------------------------
<PAGE>
- ------------------- ------------------------------------------------------------------
RISKS AND OTHER The value of each Series' portfolio securities, and therefore the net
CONSIDERATIONS asset value per share of each Series, may increase or decrease due to
various factors, principally changes in prevailing interest rates and
the ability of the issuers of the portfolio securities of each Series
to pay interest and principal on such obligations. Additionally, because
the Fund is a non-diversified investment company, a relatively high
percentage of the assets of each Series may be invested in a limited
number of issuers within a single state, thereby causing a greater
fluctuation of the net asset value of each Series as a result of changes
in the financial condition or in the market's assessment of the various
issuers. Each Series, to the extent permitted by applicable state law,
also may invest in futures and options which may be considered speculative
in nature and involve greater risks than those customarily assumed by
certain other investment companies which do not invest in such instruments.
Since each Series concentrates its investments in tax-exempt securities
of a particular State, each Series is affected by any political, economic
or regulatory developments affecting the ability of the issuers of that
particular State to pay interest or repay principal. During periods
of significant economic slowdowns, the securities of any particular
State will be subject to a greater degree of credit risk in which the
ratings of such securities have been or may be downgraded or placed
on a credit watch, thereby affecting their market value. Investors should
refer to the Appendix for specific information regarding the economic
situation of their particular State. (See pages 10-14 and the Appendix
on page 32). Certain of the tax-exempt securities in which each Series
may invest without limit may subject certain investors to the federal,
and any applicable state, alternative minimum tax. (see page 9).
- ------------------- ------------------------------------------------------------------
</TABLE>
The above is qualified in its entirety by the detailed information appearing
elsewhere in this Prospectus
and in the Statement of Additional Information.
2
<PAGE>
SUMMARY OF FUND EXPENSES
- -----------------------------------------------------------------------------
The following table illustrates all expenses and fees that a shareholder
of the Fund will incur. The expenses and fees set forth in the table are for
the fiscal year ended November 30, 1997, except as otherwise noted.
<TABLE>
<CAPTION>
<S> <C>
Shareholder Transaction Expenses (for each Series)
Maximum Sales Charge Imposed on Purchases................ 4.0%
Maximum Sales Charge Imposed on Reinvested Dividends .... None
Deferred Sales Charge.................................... None
Redemption Fees.......................................... None
Exchange Fee............................................. None
</TABLE>
Annual Operating Expenses (as a Percentage of Average Net Assets for the
fiscal year ended November 30, 1997)
<TABLE>
<CAPTION>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN
SERIES SERIES SERIES SERIES SERIES
---------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Management Fees* ....... .35% .35% .35% .35% .35%
12b-1 Fees**............ .14 .15 .15 .14 .15
Other Expenses* ........ .17 .09 .12 .32 .24
Total Series Operating*
Expenses: ............. .66 .59 .62 .81 .74
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
SERIES SERIES SERIES SERIES SERIES
----------- ------------ ---------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Management Fees* ....... .35% .35% .35% .35% .35%
12b-1 Fees**............ .15 .14 .15 .14 .15
Other Expenses ......... .47 .17 .34 .25 .16
Total Series Operating*
Expenses .............. .97 .66 .84 .74 .66
</TABLE>
- ------------
*"Management Fees" and "Other Expenses" have been restated to reflect current
fees and expenses.
**The 12b-1 fee is characterized as a service fee within the meaning of
National Association of Securities Dealers, Inc. ("NASD") guidelines (see
"Purchase of Fund Shares").
Example
- -------
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN
SERIES SERIES SERIES SERIES SERIES
---------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C>
1 year..... $ 46 $ 46 $ 46 $ 48 $ 47
3 years.... 60 58 59 65 63
5 years.... 75 72 73 83 79
10 years .. 119 111 115 136 128
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
SERIES SERIES SERIES SERIES SERIES
----------- ------------ ---------- ---------- --------------
<S> <C> <C> <C> <C> <C>
1 year..... $ 50 $ 46 $ 48 $ 47 $ 46
3 years.... 70 60 66 63 60
5 years.... 92 75 85 80 75
10 years .. 154 119 140 129 119
</TABLE>
*The Investment Manager had undertaken to waive management fees and assume
expenses to the extent that they exceeded, on an annualized basis, 0.50% of
the daily net assets with respect to the Massachusetts Series, Michigan
Series, Minnesota Series, New York Series and Ohio Series until December 31,
1996. Effective January 1, 1997, the Investment Manager no longer assumed
expenses and waived management fees with respect to any Series of the Fund.
The annual Operating Expenses are based upon the restated expenses incurred
by the Fund during the fiscal year ended November 30, 1997, assuming no
waiver of the management fees and no assumption of other expenses for the
entire year.
The actual total operating expenses for the Massachusetts Series, Michigan
Series, Minnesota Series, New York Series and Ohio Series for the fiscal year
of the Fund ended November 30, 1997 assuming waiver of management fees and
assumption of other expenses were as follows:
<TABLE>
<CAPTION>
MASSACHUSETTS MICHIGAN MINNESOTA NEW YORK OHIO
SERIES SERIES SERIES SERIES SERIES
--------------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Management Fees........ .34% .33% .32% .32% .34%
12b-1 Fees ............ .14 .15 .15 .15 .14
Other Expenses......... .31 .24 .47 .35 .25
Total Series Operating
Expenses.............. .79 .72 .94 .82 .73
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES OF THE FUND MAY BE GREATER OR LESS
THAN THOSE SHOWN.
The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. For a more complete description of these costs and expenses, see
"The Fund and its Management" and "Purchase of Fund Shares" in this
Prospectus.
Long-term shareholders of the Fund may pay more in sales charges and
distribution fees than the economic equivalent of the maximum front-end sales
charges permitted by the NASD.
3
<PAGE>
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------
The following ratios and per share data for a share of beneficial interest
outstanding throughout each period ended November 30 for each Series have
been audited by Price Waterhouse LLP, independent accountants. This data
should be read in conjunction with the financial statements, notes thereto,
and the unqualified report of independent accountants which are contained in
the Statement of Additional Information. Further information about the
performance of the Fund is contained in the Fund's Annual Report to
Shareholders, which may be obtained without charge upon request to the Fund.
<TABLE>
<CAPTION>
NET ASSET TOTAL
YEAR VALUE NET NET REALIZED TOTAL FROM DIVIDENDS
ENDED BEGINNING INVESTMENT AND UNREALIZED INVESTMENT DIVIDENDS TO DISTRIBUTIONS TO AND
NOVEMBER 30 OF PERIOD INCOME GAIN (LOSS) OPERATIONS SHAREHOLDERS SHAREHOLDERS DISTRIBUTIONS
- ----------------- ----------- ------------ -------------- ------------ -------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
ARIZONA SERIES
1991(b) $ 9.60 $0.36 $ 0.17 $ 0.53 $(0.36) -- $(0.36)
1992 9.77 0.64 0.41 1.05 (0.64) -- (0.64)
1993 10.18 0.58 0.56 1.14 (0.58) $(0.02) (0.60)
1994 10.72 0.55 (1.29) (0.74) (0.55) (0.01) (0.56)
1995 9.42 0.54 1.23 1.77 (0.54) -- (0.54)
1996 10.65 0.54 (0.06) 0.48 (0.54) -- (0.54)
1997 10.59 0.53 0.05 0.58 (0.53) -- (0.53)
CALIFORNIA SERIES
1991(a) 9.60 0.60 0.39 0.99 (0.60) -- (0.60)
1992 9.99 0.67 0.34 1.01 (0.67) (0.01) (0.68)
1993 10.32 0.61 0.68 1.29 (0.61) -- (0.61)
1994 11.00 0.58 (1.48) (0.90) (0.58) (0.14) (0.72)
1995 9.38 0.56 1.29 1.85 (0.56) -- (0.56)
1996 10.67 0.56 0.14 0.70 (0.56) -- (0.56)
1997 10.81 0.55 0.15 0.70 (0.55) -- (0.55)
FLORIDA SERIES
1991(a) 9.60 0.55 0.28 0.83 (0.55) -- (0.55)
1992 9.88 0.64 0.41 1.05 (0.64) -- (0.64)
1993 10.29 0.59 0.64 1.23 (0.59) -- (0.59)
1994 10.93 0.56 (1.33) (0.77) (0.56) -- (0.56)
1995 9.60 0.56 1.28 1.84 (0.56) -- (0.56)
1996 10.88 0.55 (0.02) 0.53 (0.55) -- (0.55)
1997 10.86 0.54 0.11 0.65 (0.54) -- (0.54)
MASSACHUSETTS SERIES
1991(a) 9.60 0.54 0.38 0.92 (0.54) -- (0.54)
1992 9.98 0.66 0.42 1.08 (0.66) (0.04) (0.70)
1993 10.36 0.60 0.72 1.32 (0.60) -- (0.60)
1994 11.08 0.56 (1.38) (0.82) (0.56) (0.10) (0.66)
1995 9.60 0.57 1.37 1.94 (0.57) -- (0.57)
1996 10.97 0.57 (0.03) 0.54 (0.57) (0.02) (0.59)
1997 10.92 0.53 0.18 0.71 (0.53) -- (0.53)
MICHIGAN SERIES
1991(a) 9.60 0.54 0.36 0.90 (0.54) -- (0.54)
1992 9.96 0.65 0.46 1.11 (0.65) (0.01) (0.66)
1993 10.41 0.61 0.64 1.25 (0.61) -- (0.61)
1994 11.05 0.56 (1.41) (0.85) (0.56) (0.18) (0.74)
1995 9.46 0.57 1.35 1.92 (0.57) -- (0.57)
1996 10.81 0.56 (0.03) 0.53 (0.56) -- (0.56)
1997 10.78 0.53 0.16 0.69 (0.53) -- (0.53)
</TABLE>
(a) January 15, 1991 (commencement of operations) to November 30, 1991.
(b) April 30, 1991 (commencement of operations) to November 30, 1991.
4
<PAGE>
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
RATIOS TO AVERAGE NET RATIOS TO AVERAGE NET
ASSETS ASSETS
(AFTER EXPENSES WERE (BEFORE EXPENSES WERE
ASSUMED) ASSUMED)
------------------------ ------------------------
NET ASSET NET ASSETS
VALUE TOTAL END OF NET NET PORTFOLIO
END OF INVESTMENT PERIOD INVESTMENT INVESTMENT TURNOVER
PERIOD RETURN+ (000'S) EXPENSES INCOME EXPENSES INCOME RATE
- ----------- ------------ ------------ ---------- ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 9.77 5.66%(1) $ 20,733 0.15%(2) 6.32%(2) 1.43%(2) 5.04%(2) 8%(1)
10.18 11.08 38,812 0.15 6.33 0.74 5.74 15
10.72 11.42 59,877 0.48 5.40 0.65 5.22 5
9.42 (7.16) 47,628 0.62 5.33 0.63 5.32 11
10.65 19.21 50,290 0.65 (3) 5.33 0.65 5.33 6
10.59 4.63 46,248 0.65 (3) 5.12 0.65 5.12 9
10.64 5.64 41,891 0.66 (3) 5.04 0.66 5.04 2
9.99 10.29 (1) 41,568 0.15 (2) 6.53 (2) 0.97 (2) 5.71 (2) 24 (1)
10.32 10.23 95,604 0.15 6.36 0.67 5.84 5
11.00 12.77 139,308 0.48 5.57 0.60 5.45 11
9.38 (8.65) 112,450 0.58 5.59 0.59 5.58 12
10.67 20.15 117,769 0.60 (3) 5.50 0.60 5.50 5
10.81 6.76 113,859 0.59 5.28 0.59 5.28 19
10.96 6.55 104,209 0.59 5.08 0.59 5.08 17
9.88 8.84 (1) 17,719 0.15 (2) 6.45 (2) 1.27 (2) 5.33 (2) 10 (1)
10.29 10.92 51,560 0.15 6.19 0.73 5.62 6
10.93 12.20 84,494 0.48 5.39 0.63 5.23 3
9.60 (7.29) 71,458 0.61 5.34 0.62 5.33 3
10.88 19.54 74,058 0.63 (3) 5.34 0.63 5.34 8
10.86 5.03 70,542 0.62 (3) 5.13 0.62 5.13 25
10.97 6.10 65,088 0.62 5.02 0.62 5.02 7
9.98 9.87 (1) 3,205 0.15 (2) 6.50 (2) 2.50* (2) 4.08* (2) 40 (1)
10.36 11.19 10,113 0.14 6.26 1.25 5.16 10
11.08 13.06 18,344 0.48 5.47 0.84 5.10 12
9.60 (7.71) 15,507 0.50 5.35 0.78 5.07 10
10.97 20.58 16,954 0.50 (3) 5.39 0.79 5.11 7
10.92 5.07 16,021 0.50 (3) 5.23 0.82 4.91 11
11.10 6.68 14,561 0.79 (3) 4.85 0.81 4.83 10
9.96 9.54 (1) 6,630 0.15 (2) 6.54 (2) 1.73 (2) 4.96 (2) 46 (1)
10.41 11.78 13,809 0.14 6.28 1.01 5.42 9
11.05 12.28 22,083 0.48 5.53 0.80 5.20 15
9.46 (8.07) 19,831 0.50 5.44 0.75 5.19 9
10.81 20.69 21,673 0.50 (3) 5.49 0.77 5.22 22
10.78 5.09 20,863 0.50 (3) 5.27 0.76 5.01 5
10.94 6.52 19,512 0.72 (3) 4.95 0.74 4.93 3
</TABLE>
* After application of the Fund's expense limitation.
+ Does not reflect the deduction of sales load. Calculated based on the
net asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not reflect the effect of expense offset of 0.01%.
5
<PAGE>
FINANCIAL HIGHLIGHTS (continued)
- -----------------------------------------------------------------------------
Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:
<TABLE>
<CAPTION>
NET ASSET TOTAL
YEAR VALUE NET NET REALIZED TOTAL FROM DIVIDENDS
ENDED BEGINNING INVESTMENT AND UNREALIZED INVESTMENT DIVIDENDS TO DISTRIBUTIONS TO AND
NOVEMBER 30, OF PERIOD INCOME GAIN (LOSS) OPERATIONS SHAREHOLDERS SHAREHOLDERS DISTRIBUTIONS
- ------------------- ----------- ------------ -------------- ------------ -------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
MINNESOTA SERIES
1991(a) $ 9.60 $0.51 $ 0.19 $ 0.70 $(0.51) -- $(0.51)
1992 9.79 0.63 0.32 0.95 (0.63) -- (0.63)
1993 10.11 0.58 0.67 1.25 (0.58) -- (0.58)
1994 10.78 0.55 (1.42) (0.87) (0.55) $(0.08) (0.63)
1995 9.28 0.54 1.33 1.87 (0.54) -- (0.54)
1996 10.61 0.54 (0.01) 0.53 (0.54) -- (0.54)
1997 10.60 0.49 0.10 0.59 (0.49) -- (0.49)
NEW JERSEY SERIES
1991(a) 9.60 0.55 0.35 0.90 (0.55) -- (0.55)
1992 9.95 0.66 0.44 1.10 (0.66) (0.04) (0.70)
1993 10.35 0.60 0.62 1.22 (0.60) (0.03) (0.63)
1994 10.94 0.55 (1.39) (0.84) (0.55) (0.08) (0.63)
1995 9.47 0.56 1.26 1.82 (0.56) -- (0.56)
1996 10.73 0.55 (0.03) 0.52 (0.55) -- (0.55)
1997 10.70 0.53 0.18 0.71 (0.53) -- (0.53)
NEW YORK SERIES
1991(a) 9.60 0.54 0.46 1.00 (0.54) -- (0.54)
1992 10.06 0.68 0.34 1.02 (0.68) (0.06) (0.74)
1993 10.34 0.62 0.69 1.31 (0.62) -- (0.62)
1994 11.03 0.57 (1.52) (0.95) (0.57) (0.05) (0.62)
1995 9.46 0.56 1.42 1.98 (0.56) -- (0.56)
1996 10.88 0.56 0.02 0.58 (0.56) -- (0.56)
1997 10.90 0.53 0.21 0.74 (0.53) -- (0.53)
OHIO SERIES
1991(a) 9.60 0.53 0.25 0.78 (0.53) -- (0.53)
1992 9.85 0.66 0.41 1.07 (0.66) (0.01) (0.67)
1993 10.25 0.60 0.72 1.32 (0.60) -- (0.60)
1994 10.97 0.55 (1.43) (0.88) (0.55) (0.12) (0.67)
1995 9.42 0.56 1.38 1.94 (0.56) -- (0.56)
1996 10.80 0.55 (0.03) 0.52 (0.55) -- (0.55)
1997 10.77 0.53 0.17 0.70 (0.53) -- (0.53)
PENNSYLVANIA SERIES
1991(a) 9.60 0.53 0.30 0.83 (0.53) -- (0.53)
1992 9.90 0.66 0.44 1.10 (0.66) -- (0.66)
1993 10.34 0.61 0.67 1.28 (0.61) -- (0.61)
1994 11.01 0.56 (1.39) (0.83) (0.56) (0.06) (0.62)
1995 9.56 0.55 1.29 1.84 (0.55) -- (0.55)
1996 10.85 0.55 -- 0.55 (0.55) -- (0.55)
1997 10.85 0.54 0.14 0.68 (0.54) (0.02) (0.56)
</TABLE>
(a) January 15, 1991 (commencement of operations) to November 30, 1991.
6
<PAGE>
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
RATIOS TO AVERAGE NET RATIOS TO AVERAGE NET
ASSETS ASSETS
(AFTER EXPENSES WERE (BEFORE EXPENSES WERE
ASSUMED) ASSUMED)
------------------------ -------------------------
NET ASSET NET ASSETS
VALUE TOTAL END OF NET NET PORTFOLIO
END OF INVESTMENT PERIOD INVESTMENT INVESTMENT TURNOVER
PERIOD RETURN+ (000'S) EXPENSES INCOME EXPENSES INCOME RATE
- ----------- ------------ ------------ ---------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 9.79 7.42 %(1) $ 3,131 0.15%(2) 6.04%(2) 2.50*%(2) 2.87*%(2) 4%(1)
10.11 9.91 6,420 0.14 6.16 1.46 4.85 23
10.78 12.64 11,538 0.48 5.39 1.04 4.83 8
9.28 (8.42) 9,793 0.50 5.41 0.91 5.00 14
10.61 20.60 11,230 0.50 (3) 5.35 0.98 4.88 3
10.60 5.21 9,923 0.50 (3) 5.21 0.96 4.75 5
10.70 5.76 8,742 0.94 (3) 4.68 0.97 4.65 --
9.95 9.59 (1) 15,812 0.15 (2) 6.43 (2) 1.21 (2) 5.36 (2) 36 (1)
10.35 11.34 32,123 0.15 6.36 0.79 5.71 19
10.94 12.03 54,499 0.48 5.41 0.69 5.20 7
9.47 (7.96) 45,497 0.64 5.38 0.65 5.37 6
10.73 19.60 47,889 0.67 (3) 5.42 0.67 5.42 14
10.70 4.93 44,829 0.66 (3) 5.23 0.66 5.23 5
10.88 6.99 41,520 0.66 5.02 0.66 5.02 14
10.06 10.73 (1) 3,976 0.15 (2) 6.44 (2) 2.22 (2) 4.37 (2) 51 (1)
10.34 10.35 9,604 0.15 6.45 1.23 5.37 21
11.03 12.91 15,955 0.48 5.61 0.88 5.21 11
9.46 (8.96) 14,522 0.50 5.48 0.82 5.16 14
10.88 21.40 14,388 0.50 (3) 5.43 0.85 5.09 24
10.90 5.46 14,020 0.50 (3) 5.25 0.84 4.91 22
11.11 7.06 12,586 0.82 (3) 4.84 0.84 4.82 4
9.85 8.35 (1) 6,267 0.15 (2) 6.38 (2) 2.04 (2) 4.48 (2) 22 (1)
10.25 11.12 13,686 0.15 6.41 1.01 5.56 23
10.97 13.19 24,849 0.48 5.45 0.78 5.14 20
9.42 (8.34) 20,693 0.50 5.31 0.71 5.10 18
10.80 21.02 23,104 0.50 (3) 5.42 0.77 5.16 19
10.77 5.04 21,207 0.50 (3) 5.23 0.75 4.98 32
10.94 6.67 18,476 0.73 (3) 4.90 0.74 4.89 5
9.90 8.77 (1) 12,147 0.15 (2) 6.46 (2) 1.54 (2) 5.07 (2) 12 (1)
10.34 11.47 31,509 0.15 6.31 0.81 5.65 3
11.01 12.64 53,378 0.48 5.54 0.68 5.33 5
9.56 (7.84) 47,557 0.64 5.37 0.66 5.35 19
10.85 19.65 53,935 0.66 (3) 5.29 0.66 5.29 8
10.85 5.27 47,055 0.65 (3) 5.17 0.65 5.17 --
10.97 6.53 44,056 0.66 5.01 0.66 5.01 8
</TABLE>
* After application of the Fund's expense limitation.
+ Does not reflect the deduction of sales load. Calculated based on the
net asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not reflect the effect of expense offset of 0.01%.
7
<PAGE>
THE FUND AND ITS MANAGEMENT
- -----------------------------------------------------------------------------
Dean Witter Multi-State Municipal Series Trust (the "Fund") is an
open-end, non-diversified management investment company consisting of ten
separate series: the Arizona Series, the California Series, the Florida
Series, the Massachusetts Series, the Michigan Series, the Minnesota Series,
the New Jersey Series, the New York Series, the Ohio Series and the
Pennsylvania Series. The Fund is a trust of the type commonly known as a
"Massachusetts business trust" and was organized under the laws of
Massachusetts on October 29, 1990.
Dean Witter InterCapital Inc. ("InterCapital" or the "Investment
Manager"), whose address is Two World Trade Center, New York, New York 10048,
is the Fund's Investment Manager. The Investment Manager, which was
incorporated in July, 1992, is a wholly-owned subsidiary of Morgan Stanley,
Dean Witter, Discover & Co., a preeminent global financial services firm that
maintains leading market positions in each of its three primary
businesses--securities, asset management and credit services.
InterCapital and its wholly-owned subsidiary, Dean Witter Services Company
Inc., serve in various investment management, advisory, management and
administrative capacities to 102 investment companies, 29 of which are listed
on the New York Stock Exchange, with combined assets of approximately $106
billion at January 31, 1998. The Investment Manager also manages and advises
portfolios of pension plans, other institutions and individuals which
aggregated approximately $4.1 billion at such date.
The Fund has retained the Investment Manager to provide administrative
services, manage its business affairs and manage the investment of the Fund's
assets, including the placing of orders for the purchase and sale of
portfolio securities. InterCapital has retained Dean Witter Services Company
Inc. to perform the aforementioned administrative services for the Fund. The
Fund's Trustees review the various services provided by the Investment
Manager to ensure that the Fund's general investment policies and programs
are being properly carried out and that administrative services are being
provided to the Fund in a satisfactory manner.
As full compensation for the services and facilities furnished to the Fund
and for expenses of the Fund assumed by the Investment Manager, each Series
of the Fund pays the Investment Manager monthly compensation calculated daily
by applying the annual rate of 0.35% to the net assets of each Series. The
Investment Manager had undertaken, from January 1, 1996 until December 31,
1996, to assume expenses and waive management fees with respect to the
Massachusetts, Michigan, Minnesota, New York and Ohio Series to the extent
that such expenses and compensation, on an annualized basis, exceeded 0.50%
of the average daily net assets of each respective Series. For the fiscal
year ended November 30, 1997, the Arizona Series, California Series, Florida
Series, Massachusetts Series, Michigan Series, Minnesota Series, New Jersey
Series, New York Series, Ohio Series and Pennsylvania Series each accrued
total compensation to the Investment Manager of 0.35%, 0.35%, 0.35%, 0.34%,
0.33%, 0.32%, 0.35%, 0.32%, 0.34% and 0.35% respectively of average daily net
assets and the total expenses of each respective Series amounted to 0.66%,
0.59%, 0.62%, 0.79%, 0.72%, 0.94%, 0.66%, 0.82%, 0.73% and 0.66%,
respectively, of the average daily net assets of such Series.
The Fund's expenses include: the fee of the Investment Manager; the fee
pursuant to the Plan of Distribution (see "Purchase of Fund Shares"); taxes;
certain legal, transfer agent, custodian and auditing fees; and printing and
other expenses relating to the Fund's operations which are not expressly
assumed by the Investment Manager under its Management Agreement with the
Fund.
8
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
- -----------------------------------------------------------------------------
The investment objective of the State Series is to provide a high level of
current income exempt from both federal and the designated State income taxes
consistent with preservation of capital. It is a fundamental policy that
under normal conditions each Series will invest at least 80% of its total
assets in securities, the interest on which is exempt from federal income
taxes and the income taxes of the designated State. This policy and the
investment objective may not be changed with respect to any Series without
the approval of the holders of a majority of the shares of that Series. There
is no assurance that the investment objective of any Series will be achieved.
Each Series seeks to achieve its investment objective by investing
principally in tax-exempt, investment grade securities of municipal issuers
in that designated State as well as any debt obligations (such as debt
obligations of governmental entities and territories such as Puerto Rico,
Guam and the Virgin Islands) that generate interest income which is exempt
from federal income taxes and the income taxes of the designated State.
Tax-exempt securities primarily consist of Municipal Bonds, Municipal Notes
and Municipal Commercial Paper. Each Series may only invest in (a) Municipal
Bonds which are rated at the time of purchase within the four highest grades
by either Moody's Investors Service Inc. ("Moody's") or Standard & Poor's
Corporation ("S&P"); (b) Municipal Notes which at the time of purchase are
rated in the two highest grades by either Moody's or S&P, or, if not rated,
have outstanding one or more issues of Municipal Bonds rated as set forth in
clause (a) above; (c) Municipal Commercial Paper which at the time of
purchase is rated P-1 by Moody's or A-1 by S&P; and (d) unrated securities
which at the time of purchase are judged by the Investment Manager to be of
comparable quality to the securities described in this paragraph. A
description of the ratings referred to above is contained in the Appendix to
the Statement of Additional Information. Certain of the tax-exempt securities
in which each Series may invest without limit may subject certain investors
to the federal alternative minimum tax or any applicable state alternative
minimum tax and, therefore, a substantial portion of the income produced by
each Series may be taxable to such investors under any federal or any
applicable state alternative minimum tax. The State Series, therefore, may
not be a suitable investment for investors who are subject to the alternative
minimum tax. The suitability of the State Series for these investors will
depend upon a comparison of the after-tax yield likely to be provided from
each designated Series to comparable tax-exempt investments not subject to
such tax and also to comparable fully taxable investments in light of each
investor's tax position. See "Dividends, Distributions and Taxes."
Up to 20% of the total assets of each Series may be invested in taxable
money market instruments, tax-exempt securities of other states and
municipalities and options and futures. With respect to tax-exempt securities
of other states, only investment grade securities which satisfy the standards
enumerated above for Municipal Bonds, Notes and Paper, will be purchased.
(This investment percentage is subject to applicable state laws and may be
limited further by specific requirements of certain states. It is the
intention of each Series to meet the applicable requirements of its
respective State. See "Dividends, Distributions and Taxes--State Taxation").
However, each Series may invest more than 20% of its total assets in taxable
money market instruments and the tax-exempt securities of other states and
municipalities in order to maintain a temporary "defensive" position, when,
in the opinion of the Investment Manager, prevailing market or financial
conditions (including unavailability of securities of requisite quality) so
warrant. (The types of investments in which each Series may invest when
maintaining a temporary "defensive" position may be limited by applicable
State requirements). With respect to the purchase of tax-exempt securities of
other states for defensive purposes, only the highest grade Municipal Bonds,
Notes and Paper, will be purchased. The types of taxable money market
instruments in which the State Series may invest are limited to the following
short-term fixed income securities (maturing in one year or less from the
time of purchase): (i) obligations of the United States Government, its
agencies, instrumentalities or authorities (including zero coupon
securities); (ii) commercial paper rated P-1 by Moody's or A-1 by S&P;
9
<PAGE>
(iii) certificates of deposit of domestic banks with assets of $1 billion or
more; and (iv) repurchase agreements with respect to any of the securities in
which each Series may invest.
Municipal Bonds and Municipal Notes are debt obligations of a state, and
its agencies and municipalities which generally have maturities, at the time
of their issuance, of either one year or more (Bonds) or from six months to
three years (Notes). Municipal Commercial Paper refers to short-term
obligations of municipalities which may be issued at a discount and are
sometimes referred to as Short-Term Discount Notes. Any Municipal Bond or
Municipal Note which depends directly or indirectly on the credit of the
Federal Government, its agencies or instrumentalities shall be considered to
have a Moody's rating of Aaa. An obligation shall be considered a Municipal
Bond, Municipal Note or Municipal Commercial Paper only if, in the opinion of
bond counsel to the issuer at the time of issuance, the interest payable
therefrom is exempt from both regular federal income tax and the regular
personal income tax of a designated State.
The foregoing percentage and rating limitations apply at the time of
acquisition of a security based on the last previous determination of the net
asset value of each respective Series. Any subsequent change in any rating by
a rating service or change in percentages resulting from market fluctuations
or other changes in total assets of a Series will not require elimination of
any security from the portfolio of such Series. Therefore, each Series may
hold securities which have been downgraded to ratings of Ba or BB or lower by
Moody's or S&P. However such investments may not exceed 5% of the total
assets of any Series. Any investments which exceed this limitation will be
eliminated from the portfolio within a reasonable period of time (such time
as the Investment Manager determines that it is practicable to sell the
investment without undue market or tax consequences to a Series). Municipal
Obligations rated below investment grade by Moody's or S&P are considered to
be speculative investments, some of which may not be currently paying any
interest and may have extremely poor prospects of ever attaining any real
investment standing.
Investments in Municipal Bonds rated either BBB by S&P or Baa by Moody's
(investment grade bonds--the lowest rated permissible investments by the
Fund) have speculative characteristics and, therefore, changes in economic
conditions or other circumstances are more likely to weaken their capacity to
make principal and interest payments than would be the case with investments
in securities with higher credit ratings.
The ratings assigned by Moody's and S&P represent their opinions as to the
quality of the securities which they undertake to rate (see the Appendix to
the Statement of Additional Information). It should be emphasized, however,
that the ratings are general and not absolute standards of quality.
There are no restrictions on the maturities of most of the tax-exempt
securities that may be purchased by each Series and therefore the average
portfolio maturity of each Series is not subject to any limit. As a general
matter, the longer the average portfolio maturity, the greater will be the
impact of fluctuations in interest rates on the values of the portfolio
securities of each Series and the respective net asset value per share of
that Series.
The Fund is classified as a non-diversified investment company under the
Investment Company Act of 1940 ("the Act") and as such is not limited by the
Act in the proportion of its assets that it may invest in the obligations of
a single issuer. However, each Series of the Fund intends to conduct its
operations so as to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code (the "Code"). See "Dividends,
Distributions and Taxes." In order to qualify, among other requirements, each
Series will limit its investments so that at the close of each quarter of the
taxable year, (i) not more than 25% of the market value of the total assets
of such Series will be invested in the securities of a single issuer, within
a single State, and (ii) with respect to 50% of the market value of its total
assets not more than 5% of the value of its total assets will be invested in
the securities of a single issuer within a single State,
10
<PAGE>
and each Series will not own more than 10% of the outstanding voting
securities of a single issuer. (Since the types of securities ordinarily
purchased by each Series are nonvoting securities, there is generally no
limit on the percentage of an issuer's obligations that a Series may own). To
the extent that these requirements permit a relatively high percentage of
each Series' assets to be invested in the obligations of a limited number of
issuers within a single State, the value of the portfolio securities of each
Series will be more susceptible to any single economic, political or
regulatory occurrence than the portfolio securities of a diversified
investment company. Additionally, each Series' net asset value will fluctuate
to a greater extent than that of a diversified investment company as a result
of changes in the financial condition or in the market's assessment of the
various issuers. The tax limitations described in this paragraph are not
fundamental policies and may be revised to the extent applicable Federal
income tax requirements are revised.
The Fund, on behalf of each Series, may invest more than 25% of the total
assets of each Series in Municipal Obligations known as private activity
bonds. Such Obligations include health facility obligations, housing
obligations, industrial revenue obligations (including pollution control
obligations), electric utility obligations and water and sewer obligations,
provided that the percentage of the total assets of any Series in private
activity bonds in any one category does not exceed 25% of the total assets of
that Series. The ability of issuers of such obligations to make timely
payments of principal and interest will be affected by events and conditions
affecting these projects such as cyclicality of revenues and earnings,
regulatory and environmental restrictions and economic downturns, which may
result generally in a lowered need for such facilities and a lowered ability
of such users to pay for the use of such facilities. The Fund may purchase
Municipal Obligations which had originally been issued by the same issuer as
two separate series of the same issue with different interest rates, but
which are now linked together to form one series.
The two principal classifications of Municipal Obligations are "general
obligation" and "revenue" bonds, notes or commercial paper. General
obligation bonds, notes or commercial paper are secured by the issuer's
pledge of its faith, credit and taxing power for the payment of principal and
interest. Issuers of general obligation bonds, notes or commercial paper
include a state, its counties, cities, towns and other governmental units.
Revenue bonds, notes or commercial paper are payable from the revenues
derived from a particular facility or class of facilities or, in some cases,
from specific revenue sources. Revenue bonds, notes or commercial paper are
issued for a wide variety of purposes, including the financing of electric,
gas, water and sewer systems and other public utilities; industrial
development and pollution control facilities; single and multi-family housing
units; public buildings and facilities; air and marine ports, transportation
facilities such as toll roads, bridges and tunnels; and health and
educational facilities such as hospitals and dormitories. They rely primarily
on user fees to pay debt service, although the principal revenue source is
often supplemented by additional security features which are intended to
enhance the creditworthiness of the issuer's obligations.
Included within the revenue bonds category are participations in lease
obligations or installment purchase contracts (hereinafter collectively
called "lease obligations") of municipalities. State and local agencies or
authorities issue lease obligations to acquire equipment and facilities.
Lease obligations may have risks not normally associated with general
obligation or other revenue bonds. Leases, and installment purchase or
conditional sale contracts (which may provide for title to the leased asset
to pass eventually to the issuer), have developed as a means for governmental
issuers to acquire property and equipment without the necessity of complying
with the constitutional and statutory requirements generally applicable for
the issuance of debt. Certain lease obligations contain "non-appropriation"
clauses that provide that the governmental issuer has no obligation to make
future payments under the lease or contract unless money is appropriated for
such purpose by the appropriate legislative body on an annual or other
11
<PAGE>
periodic basis. Consequently, continued lease payments on those lease
obligations containing "non-appropriation" clauses are dependent on future
legislative actions. If such legislative actions do not occur, the holders of
the lease obligation may experience difficulty in exercising their rights,
including disposition of the property.
In addition, certain lease obligations may not yet have developed the
depth of marketability associated with more conventional municipal
obligations, and, as a result, certain of such lease obligations may be
considered illiquid securities. To determine whether or not the Fund will
consider such securities to be illiquid (the Fund may not invest more than
ten percent of its net assets in illiquid securities), the Trustees of the
Fund have established guidelines to be utilized by the Fund in determining
the liquidity of a lease obligation. The factors to be considered in making
the determination include: 1) the frequency of trades and quoted prices for
the obligation; 2) the number of dealers willing to purchase or sell the
security and the number of other potential purchasers; 3) the willingness of
dealers to undertake to make a market in the security; and 4) the nature of
the marketplace trades, including, the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of the transfer.
The Fund may also purchase "certificates of participation," which are
securities issued by a particular municipality or municipal authority to
evidence a proportionate interest in base rental or lease payments relating
to a specific project to be made by a municipality, agency or authority. The
risks and characteristics of investments in certificates of participation are
similar to the risks and characteristics of lease obligations discussed
above.
Since each Series concentrates its investments in Municipal Obligations of
a particular State and its authorities and municipalities, each Series is
affected by any political, economic or regulatory developments affecting the
ability of issuers in that particular State to make timely payments of
interest and principal. For a more detailed discussion of the risks
associated with investments in a particular State, see the Appendix at the
back of this Prospectus.
Variable Rate Obligations. The interest rates payable on certain Municipal
Bonds and Municipal Notes are not fixed and may fluctuate based upon changes
in market rates. Municipal obligations of this type are called "variable
rate" obligations. The interest rate payable on a variable rate obligation is
adjusted either at predesigned periodic intervals or whenever there is a
change in the market rate of interest on which the interest rate payable is
based.
When-Issued and Delayed Delivery Securities. Each Series may purchase
tax-exempt securities on a when-issued or delayed delivery basis; i.e., the
price is fixed at the time of commitment but delivery and payment can take
place a month or more after the date of the transaction. These securities are
subject to market fluctuation and no interest accrues to the purchaser prior
to settlement. At the time any Series makes the commitment to purchase such
securities, it will record the transaction and there-after reflect the value
each day of such security in determining its net asset value. There is no
overall limit on the percentage of the Fund's assets which may be committed
to the purchase of securities on a when-issued, delayed delivery or forward
commitment basis. An increase in the percentage of the Fund's assets
committed to the purchase of securities on a when-issued, delayed delivery or
forward commitment basis may increase the volatility of the Fund's net asset
value.
Zero Coupon Securities. A portion of the fixed-income securities purchased
by the Fund may be zero coupon securities. Such securities are purchased at a
discount from their face amount, giving the purchaser the right to receive
their full value at maturity. The interest earned on such securities is,
implicitly, automatically compounded and paid out at maturity. While such
compounding at a constant rate eliminates the risk of receiving lower yields
upon reinvestment of interest if prevailing interest rates decline, the owner
of a zero coupon security will be unable to participate in higher yields upon
reinvestment of interest received on interest-paying securities if prevailing
interest rates rise.
A zero coupon security pays no interest to its holder during its life.
Therefore, to the extent the
12
<PAGE>
Fund invests in zero coupon securities, it will not receive current cash
available for distribution to shareholders. In addition, zero coupon
securities are subject to substantially greater price fluctuations during
periods of changing prevailing interest rates than are comparable securities
which pay interest on a current basis. Current federal tax law requires that
a holder (such as the Fund) of a zero coupon security accrue a portion of the
discount at which the security was purchased as income each year even though
the Fund receives no interest payments in cash on the security during the
year.
HEDGING ACTIVITIES
Subject to applicable state law, the Fund, on behalf of each Series except
the New Jersey Series, may enter into financial futures contracts, options on
such futures and municipal bond index futures contracts for hedging purposes.
Financial Futures Contracts and Options on Futures. With respect to each
applicable Series, the Fund may invest in financial futures contracts and
related options thereon. Each Series may sell a financial futures contract or
purchase a put option on such futures contract, if the Investment Manager
anticipates interest rates to rise, as a hedge against a decrease in the
value of a particular Series' portfolio securities. If the Investment Manager
anticipates that interest rates will decline, a Series may purchase a
financial futures contract or a call option thereon to protect against an
increase in the price of the securities that Series intends to purchase.
These futures contracts and related options thereon will be used only as a
hedge against anticipated interest rate changes.
Unlike a financial futures contract, which requires the parties to buy and
sell a security on a set date, an option on such a futures contract entitles
its holder to decide on or before a future date whether to enter into such a
contract (a long position in the case of a call option and a short position
in the case of a put option). If the holder decides not to enter into the
contract, the premium paid for the option on the contract is lost. Since the
value of the option is fixed at the point of sale, there are no daily
payments of cash to reflect the change in the value of the underlying
contract as there is by a purchaser or seller of a futures contract. The
value of the option does change and is reflected in the net asset value of
the Series for which it was purchased.
A risk in employing futures contracts to protect against the price
volatility of portfolio securities is that the prices of securities subject
to such futures contracts may correlate imperfectly with the behavior of the
cash prices of each Series' portfolio securities. The risk of imperfect
correlation will be increased by the fact that the financial futures
contracts in which a Series may invest are on taxable securities rather than
tax-exempt securities, and there is no guarantee that the prices of taxable
securities will move in a similar manner to the prices of tax-exempt
securities.
Another risk is that the Investment Manager could be incorrect in its
expectations as to the direction or extent of various interest rate movements
or the time span within which the movements take place. For example, if the
Fund, on behalf of any Series, sold financial futures contracts for the sale
of securities in anticipation of an increase in interest rates, and then
interest rates went down instead, causing bond prices to rise, that Series
would lose money on the sale.
In addition to the risks that apply to all options transactions (see the
Statement of Additional Information for a description of the characteristics
of, and the risks of investing in, options on debt securities), there are
several special risks relating to options on futures. In particular, the
ability to establish and close out positions on such options will be subject
to the development and maintenance of a liquid secondary market. It is not
certain that this market will develop or be maintained.
Municipal Bond Index Futures. Each applicable Series may utilize municipal
bond index futures contracts for hedging purposes. The strategies in
employing such contracts will be similar to that discussed above with respect
to financial futures and options thereon. A municipal bond index is a method
of reflecting in a single number the market
13
<PAGE>
value of many different municipal bonds and is designed to be representative
of the municipal bond market generally. The index fluctuates in response to
changes in the market values of the bonds included within the index. Unlike
futures contracts on particular financial instruments, transactions in
futures on a municipal bond index will be settled in cash, if held until the
close of trading in the contract. However, like any other futures contract, a
position in the contract may be closed out by a purchase or sale of an
offsetting contract for the same delivery month prior to expiration of the
contract.
No Series may enter into futures contracts or related options thereon if
immediately thereafter the amount committed to margin plus the amount paid
for option premiums exceeds 5% of the value of that Series' total assets. The
Fund, on behalf of any Series, may not purchase or sell futures contracts or
related options if immediately thereafter more than one-third of the net
assets of that Series would be hedged.
Options. The Fund on behalf of any applicable Series, may purchase or sell
(write) options on debt securities as a means of achieving additional return
or hedging the value of a Series of the Fund's portfolio. The Fund, on behalf
of a Series, would only buy options listed on national securities exchanges.
The Fund, will not purchase options on behalf of any Series if, as a result,
the aggregate cost of all outstanding options exceeds 10% of the Fund's total
assets.
Year 2000. The investment management services provided to the Fund by the
Investment Manager and the services provided to shareholders by the
Distributor and the Transfer Agent depend on the smooth functioning of their
computer systems. Many computer software systems in use today cannot
recognize the year 2000, but revert to 1900 or some other date, due to the
manner in which dates were encoded and calculated. That failure could have a
negative impact on the handling of securities trades, pricing and account
services. The Investment Manager, the Distributor and the Transfer Agent have
been actively working on necessary changes to their own computer systems to
prepare for the year 2000 and expect that their systems will be adapted
before that date, but there can be no assurance that they will be successful,
or that interaction with other non-complying computer systems will not impair
their services at that time. In addition, it is possible that the markets for
securities in which the Fund invests may be detrimentally affected by
computer failures throughout the financial services industry beginning
January 1, 2000. Improperly functioning trading systems may result in
settlement problems and liquidity issues. In addition, corporate and
governmental data processing errors may result in production problems for
individual companies and overall economic uncertainties. Earnings of
individual issuers will be affected by remediation costs, which may be
substantial. Accordingly, the Fund's investments may be adversely affected.
PORTFOLIO MANAGEMENT
The portfolio of each Series is managed by the Investment Manager with a
view to achieving its investment objective. The Fund is managed within
InterCapital's Tax-Exempt Fixed Income Group, which manages 39 tax-exempt
municipal funds and fund portfolios, with approximately $11.2 billion in
assets as of February 28, 1998. James F. Willison, Senior Vice President of
InterCapital and Manager of InterCapital's Municipal Fixed Income Group, has
been the primary portfolio manager of the Fund since its inception and has
been a portfolio manager at InterCapital for over five years. Securities are
purchased and sold principally in response to the Investment Manager's
current evaluation of an issuer's ability to meet its debt obligations in the
future, and the Investment Manager's current assessment of future changes in
the levels of interest rates on tax-exempt securities of varying maturities.
There are a number of state tax restrictions which limit the ability of the
Investment Manager to trade the portfolio securities of a particular Series
and which affect the composition of the portfolio of such Series. It is the
policy of the Investment Manager to adhere to any restrictions affecting a
particular Series. See "Dividends, Distributions and Taxes--State Taxation."
14
<PAGE>
Securities purchased by each Series are, generally, sold by dealers acting
as principal for their own accounts. Pursuant to an order issued by the
Securities and Exchange Commission, the Fund may effect principal
transactions in certain taxable money market instruments with Dean Witter
Reynolds Inc. ("DWR"), a broker-dealer affiliate of the Investment Manager.
In addition, the Fund may incur brokerage commissions on transactions
conducted through DWR and Morgan Stanley & Co. Incoporated. Brokerage
commissions are not normally charged on purchases and sales of municipal
obligations, but such transactions may involve transaction costs in the form
of spreads between bid and asked prices. It is anticipated that the annual
portfolio turnover rate of each Series will not exceed 100%.
INVESTMENT RESTRICTIONS
- -----------------------------------------------------------------------------
The investment restrictions listed below are among the restrictions which
have been adopted by the Fund, on behalf of each Series, as fundamental
policies. Under the Act, a fundamental policy may not be changed without the
vote of a majority of the outstanding voting securities of each Series, as
defined in the Act.
For purposes of the investment policies and restrictions of the Fund: (a)
an "issuer" of a security is the entity whose assets and revenues are
committed to the payment of interest and principal on that particular
security, provided that the guarantee of a security will be considered a
separate security; (b) a "taxable security" is any security the interest on
which is subject to regular federal income tax; and (c) all percentage
limitations apply immediately after a purchase or initial investment, and any
subsequent change in any applicable percentage resulting from market
fluctuations or other changes in total assets does not require elimination of
any security from the portfolio.
Each Series may not:
1. Make loans of money or securities, except: (a) by the purchase of debt
obligations in which each Series may invest consistent with its investment
objective and policies; (b) by investment in repurchase agreements; and
(c) by lending its portfolio securities.
2. Invest 25% or more of the value of its total assets in securities of
issuers in any one industry. This restriction does not apply to
obligations issued or guaranteed by the United States Government, its
agencies or instrumentalities or to municipal obligations, including those
issued by the designated State of each Series or its political
subdivisions.
Notwithstanding any other investment policy or restriction, the Fund may
seek to achieve its investment objectives by investing all or substantially
all of its assets in another investment company having substantially the same
investment objectives and policies as the Fund.
PURCHASE OF FUND SHARES
- -----------------------------------------------------------------------------
The Fund offers its shares for sale to the public on a continuous basis.
Pursuant to a Distribution Agreement between the Fund and Dean Witter
Distributors Inc. (the "Distributor") an affiliate of the Investment Manager,
shares of each Series of the Fund are distributed by the Distributor and
offered by DWR and other dealers who have entered into selected dealer
agreements with the Distributor ("Selected Broker-Dealers"). The principal
executive office of the Distributor is located at Two World Trade Center, New
York, New York 10048.
The minimum initial purchase is $1,000. Minimum subsequent purchases of
$100 or more may be made by sending a check, payable to Dean Witter
Multi-State Municipal Series Trust, (name of Series), directly to Dean Witter
Trust FSB (the
15
<PAGE>
"Transfer Agent" or "DWT") at P.O. Box 1040, Jersey City, NJ 07303 or by
contacting an account executive of DWR or other Selected Broker-Dealer. The
minimum initial purchase in the case of investments through EasyInvest(SM), an
automatic purchase plan (see "Shareholder Services") is $100, provided that
the schedule of automatic investments will result in investments totalling at
least $1,000 within the first twelve months.
In the case of purchases made pursuant to (i) Systematic Payroll Deduction
plans, (ii) the InterCapital mutual fund asset allocation program and (iii)
fee-based programs approved by the Distributor pursuant to which participants
pay an asset based fee in the nature of investment advisory or adminisrative
services, the Fund, in its discretion, may accept such purchases without
regard to any minimum amounts which would otherwise be required provided, in
the case of Systematic Payroll Deduction Plans, that the Distributor has
reason to believe that additional investments will increase the investment in
all accounts under such plans to at least $1,000. Certificates for shares of
each Series purchased will not be issued unless a request is made by the
shareholder in writing to the Transfer Agent. The offering price for each
Series will be the net asset value per share of that Series next determined
following receipt of an order (see "Determination of Net Asset Value" below),
plus a sales charge (expressed as a percentage of the offering price) on a
single transaction as shown in the following table:
<TABLE>
<CAPTION>
SALES CHARGE
-------------------------------
PERCENTAGE APPROXIMATE
OF PERCENTAGE OF
AMOUNT OF PUBLIC AMOUNT
SINGLE TRANSACTION OFFERING PRICE INVESTED
- --------------------------------- -------------- ---------------
<S> <C> <C>
Less than $25,000................. 4.00% 4.17%
$25,000 but less than $50,000 .... 3.50 3.63
$50,000 but less than $100,000 ... 3.25 3.36
$100,000 but less than $250,000 .. 2.75 2.83
$250,000 but less than $500,000 .. 2.50 2.56
$500,000 but less than
$1,000,000....................... 1.75 1.78
$1,000,000 and over............... 0.50 0.50
</TABLE>
The above schedule of sales charges is applicable to purchases in a single
transaction by, among others: (a) an individual; (b) an individual, his or
her spouse and their children under the age of 21 purchasing shares for his
or her own accounts; (c) a trustee or other fiduciary purchasing shares for a
single trust estate or a single fiduciary account; (d) a pension,
profit-sharing or other employee benefit plan qualified or non-qualified
under Section 401 of the Internal Revenue Code; (e) tax-exempt organizations
enumerated in Section 501(c)(3) or (13) of the Internal Revenue Code; (f)
employee benefit plans qualified under Section 401 of the Internal Revenue
Code of a single employer or of employers who are "affiliated persons" of
each other within the meaning of Section 2(a)(3)(c) of the Act; or (g) any
other organized group of persons, whether incorporated or not, provided the
organization has been in existence for at least six months and has some
purpose other than the purchase of redeemable securities of a registered
investment company at a discount. Shares of each Series of the Fund may be
sold at their net asset value per share, without the imposition of a sales
charge, to employee benefit plans established by DWR and SPS Transaction
Services, Inc. (an affiliate of DWR) for their employees as qualified under
Section 401 (k) of the Internal Revenue Code.
Sales personnel are compensated for selling shares of the Fund at the time
of their sale by the Distributor and/or Selected Broker-Dealer. In addition,
some sales personnel of the Selected Broker-Dealer will receive various types
of non-cash com pensation as special sales incentives, including trips,
educational and/or business seminars and merchandise.
Shares of each Series of the Fund are sold through the Distributor on a
normal three business day settlement basis; that is, payment is due on the
third business day (settlement date) after the order is placed with the
Distributor. Shares of each Series purchased through the Distributor are
entitled to dividends beginning on the next business day following settlement
date. Since DWR and other Selected Broker-Dealers forward investors' funds on
settlement date, they will benefit from the temporary use of the funds if
payment is made prior thereto.
16
<PAGE>
Shares purchased through the Transfer Agent are entitled to dividends
beginning on the next business day following receipt of an order. As noted
above, orders placed directly with the Transfer Agent must be accompanied by
payment. Investors will be entitled to receive capital gains distributions if
their order is received by close of business on the day prior to the record
date for such distributions. The Fund and/or the Distributor reserve the
right to reject any purchase order.
Analogous Dean Witter Funds. The Distributor and the Investment Manager
serve in the same capacities for Dean Witter California Tax-Free Income Fund
and Dean Witter New York Tax-Free Income Fund, open-end investment companies
with investment objectives and policies similar to those of the Fund. Unlike
the Fund, however, Dean Witter California Tax-Free Income Fund and Dean
Witter New York Tax-Free Income Fund offer four classes of shares offered to
the public which differ principally in terms of sales charges and rate of
expenses to which they are subject which will affect performance. Investors
who would like to receive a prospectus for Dean Witter California Tax-Free
Income Fund and Dean Witter New York Tax-Free Income Fund should call the
telephone numbers listed on the front cover of this Prospectus, or may call
their account executive for additional information.
REDUCED SALES CHARGES
Combined Purchase Privilege. Investors may have the benefit of reduced
sales charges in accordance with the above schedule by combining purchases of
shares of a Series of the Fund in single transactions with the purchase of
shares of another Series of the Fund, Class A shares of any of the open-end
investment companies to which InterCapital serves as investment manager
("Dean Witter Funds") that are multiple class funds ("Dean Witter Multi-Class
Funds") and shares of Dean Witter Hawaii Municipal Trust ("Hawaii
Municipal"), a Dean Witter Fund sold with a front-end sales charge. The sales
charge payable on the purchase of shares of a Series of the Fund and any
other Series, the Class A shares of the Dean Witter Multi-Class Funds and the
shares of Hawaii Municipal will be at their respective rates applicable to
the total amount of the combined concurrent purchases of such shares.
Right of Accumulation. The above persons and entities may also benefit
from a reduction of the sales charges in accordance with the above schedule
if the cumulative net asset value of all shares of the Series of the Fund
purchased in a single transaction, together with shares of all Series of the
Fund and shares of other Dean Witter Funds previously purchased at a price
including a front-end sales charge (including shares acquired in exchange for
those shares, and including in each case shares acquired through reinvestment
of dividends and distributions) which are held at the time of such
transaction, amounts to $25,000 or more.
The Distributor must be notified by the shareholder at the time a purchase
order is placed that the purchase qualifies for the reduced charge under the
Right of Accumulation. Similar notification must be made in writing by the
shareholder when such an order is placed by mail. The reduced sales charge
will not be granted if: (a) such notification is not furnished at the time of
the order; or (b) a review of the records of the Distributor or the Transfer
Agent fails to confirm the investor's represented holdings.
Letter of Intent. The foregoing schedule of reduced sales charges will
also be available to investors who enter into a written Letter of Intent
providing for the purchase, within a thirteen-month period, of shares of any
Series of the Fund from the Distributor. The cost of shares of any Series of
the Fund or shares of any other Dean Witter Funds which were previously
purchased at a price including a front-end sales charge during the 90-day
period prior to the date of receipt by the Distributor of the Letter of
Intent, or shares of the Fund or other Dean Witter Funds acquired in exchange
for shares of such funds purchased during such period at a price including a
front-end sales charge, which are still owned by the shareholder, may also be
included in determining the applicable reduction.
For further information concerning purchases of the Fund's shares, contact
the Distributor or consult the Statement of Additional Information.
17
<PAGE>
PLAN OF DISTRIBUTION
The Fund has entered into a Plan of Distribution pursuant to Rule 12b-1
under the Act, whereby the expenses of certain activities and services by DWR
and others who engage in or support distributions of Fund Shares or who
service shareholder accounts, including overhead and telephone expenses
incurred in connection with the distribution of the Fund's shares, are
reimbursed. Reimbursements for these expenses will be made in monthly
payments by the Fund to the Distributor, which will in no event exceed an
amount equal to a payment at the annual rate of 0.15 of 1% of the average
daily net assets of each Series of the Fund. Expenses incurred by the
Distributor pursuant to the Plan in any fiscal year will not be reimbursed by
the Fund through payments accrued in any subsequent fiscal year. No interest
or other financing charges will be incurred on any distribution expense
incurred by the Distributor under the Plan or on any unreimbursed expenses
due to the Distributor pursuant to the Plan. The fee payable pursuant to the
Plan, equal to 0.15% of the Fund's average daily net assets, is characterized
as a service fee within the meaning of NASD guidelines. The service fee is a
payment made for personal service and/or the maintenance of shareholder
accounts. The Arizona Series, California Series, Florida Series,
Massachusetts Series, Michigan Series, Minnesota Series, New Jersey Series,
New York Series, Ohio Series and Pennsylvania Series accrued a total of
$62,891, $158,154, $98,410, $21,550, $,29,218 $13,431, $61,763, $19,193,
$28,294 and $64,808, respectively under the Plan for the fiscal year ended
November 30, 1997. This accrual is an amount equal to 0.14% of the daily net
assets of the Arizona Series, Mas sachusetts Series, New Jersey Series and
Ohio Series and 0.15% of the daily net assets of the California Series,
Florida Series, Michigan Series, Minnesota Series, New York Series and the
Pennsylvania Series.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each Series of the Fund is determined
once daily at 4:00 p.m., New York time (or, on days when the New York Stock
Exchange closes prior to 4:00 p.m., at such earlier time) on each day that
the New York Stock Exchange is open by taking the value of all assets of each
Series of the Fund, subtracting all of their respective liabilities, dividing
by the number of shares of the respective Series outstanding and adjusting to
the nearest cent. The net asset value per share of each Series will not be
determined on Good Friday and on such other federal and non-federal holidays
as are observed by the New York Stock Exchange.
Portfolio securities (other than short-term taxable debt securities,
futures and options) are valued for the Fund by an outside independent
pricing service approved by the Fund's Trustees. The service utilizes a
computerized grid matrix of tax-exempt securities and evaluations by its
staff in determining what it believes is the fair value of the Fund's
portfolio securities. The Board believes that timely and reliable market
quotations are generally not readily available to the Fund for purposes of
valuing tax-exempt securities and that the valuations supplied by the pricing
service are more likely to approximate the fair value of such securities.
Short-term taxable debt securities with remaining maturities of sixty days
or less at the time of purchase are valued at amortized cost, unless the
Trustees determine such does not reflect the securities' market value, in
which case these securities will be valued at their fair value as determined
by the Trustees.
SHAREHOLDER SERVICES
- -----------------------------------------------------------------------------
Automatic Investment of Dividends and Distributions. All income dividends
and capital gains distributions are automatically paid in full and fractional
shares of each respective Series of the Fund, (or if specified by the
Shareholder, any other Series of the Fund or any other Dean Witter Fund,
unless the shareholder requests they be paid in cash. Each purchase of shares
of each Series of the Fund is
18
<PAGE>
made upon the condition that the Transfer Agent is thereby automatically
appointed as agent of the investor to receive all dividends and capital gains
distributions on shares owned by the investor. Such dividends and
distributions will be paid in shares of each respective Series of the Fund at
net asset value per share (or in cash if the shareholder so requests) on the
monthly payment date, which will be no later than the last business day of
the month for which the dividend or distribution is payable. Processing of
dividend checks begins immediately following the monthly payment date.
Shareholders who have requested to receive dividends in cash will normally
receive their monthly dividend check during the first ten days of the
following month.
EasyInvest(SM). Shareholders may subscribe to EasyInvest, an automatic
purchase plan which provides for any amount from $100 to $5,000 to be
transferred automatically from a checking or savings account, on a
semi-monthly, monthly or quarterly basis, to the Transfer Agent for
investment in shares of the Fund (see "Purchase of Fund Shares" and
"Redemptions and Repurchases--Involuntary Redemption").
Systematic Withdrawal Plan. A withdrawal plan is available for
shareholders who own or purchase shares of any Series of the Fund having a
minimum value of $10,000 based upon the then current offering price. The plan
provides for monthly or quarterly (March, June, September and December)
checks in any dollar amount, not less than $25, or in any whole percentage of
the account balance, on an annualized basis.
Shareholders should contact their DWR or other Selected Broker-Dealer
account executive or the Transfer Agent for further information about any of
the above services.
EXCHANGE PRIVILEGE
Shares of each Series of the Fund may be exchanged for shares of any other
Series of the Fund, for shares of Hawaii Municipal and for Class A shares of
Dean Witter Multi-Class Funds without the imposition of any exchange fee.
Shares of the Fund may also be exchanged for shares of the following Funds:
Dean Witter Short-Term U.S. Treasury Trust, Dean Witter Limited Term
Municipal Trust, Dean Witter Short-Term Bond Fund, Dean Witter Intermediate
Term U.S. Treasury Trust and five Dean Witter Funds which are money market
funds (the "Exchange Funds"). Exchanges may be made after the shares of a
Series of the Fund acquired by purchase (not by exchange or dividend
reinvestment) have been held for thirty days. There is no waiting period for
exchanges of shares acquired by exchange or dividend reinvestment.
An exchange to another Series of the Fund, a Dean Witter Multi-Class Fund,
Hawaii Municipal or an Exchange Fund that is not a money market fund is on
the basis of the next calculated net asset value per share of each fund after
the exchange order is received. When exchanging into a money market fund from
a Series of the Fund, shares of the Series are redeemed out of the Fund at
their next calculated net asset value and the proceeds of the redemption are
used to purchase shares of the money market fund at their net asset value
determined the following business day. Subsequent exchanges between any of
the Series of the Fund, any of the Dean Witter Multi-Class Funds, Hawaii
Municipal or any Exchange Fund that is not a money market fund can be
effected on the same basis. Shares of the Fund, Hawaii Municipal or any
Exchange Fund acquired in exchange for Class A shares of a Dean Witter
Multi-Class Fund are subject to the contingent deferred sales charge
applicable to the Class A shares of the Dean Witter Multi-Class Fund, if any,
upon redemption of the shares of the Fund, Hawaii Municipal or the Exchange
Fund (see the prospectus of the Dean Witter Multi-Class Fund for a
description of such charge and the manner in which it is calculated).
Purchases and exchanges should be made for investment purposes only. A
pattern of frequent exchanges may be deemed by the Investment Manager to be
abusive and contrary to the best interests of a Series' other shareholders
and, at the Investment Manager's discretion, may be limited by the Fund's
refusal to accept additional purchases and/or
19
<PAGE>
exchanges from the investor. Although the Fund does not have any specific
definition of what constitutes a pattern of frequent exchanges, and will
consider all relevant factors in determining whether a particular situation
is abusive and contrary to the best interests of a Series and its other
shareholders, investors should be aware that the Fund and each of the other
Dean Witter Funds may in their discretion limit or otherwise restrict the
number of times this Exchange Privilege may be exercised by any investor. Any
such restriction will be made by the Fund on a prospective basis only, upon
notice to the shareholder not later than ten days following such
shareholder's most recent exchange.
The Exchange Privilege may be terminated or revised at any time by the
Fund and/or any of such Dean Witter Funds for which shares of a Series of the
Fund have been exchanged, upon such notice as may be required by applicable
regulatory agencies. Shareholders maintaining margin accounts with DWR or
another Selected Broker-Dealer are referred to their account executive
regarding restrictions on exchange of shares of any Series of the Fund
pledged in their margin account.
The current prospectus for each fund describes its investment objective(s)
and policies, and shareholders should obtain a copy and examine it carefully
before investing. Exchanges are subject to the minimum investment requirement
of each Class of shares and any other conditions imposed by each fund. An
exchange will be treated for federal income tax purposes the same as a
repurchase or redemption of shares, on which the shareholder may realize a
capital gain or loss. However, the ability to deduct capital losses on an
exchange may be limited in situations where there is an exchange of shares
within ninety days after the shares are purchased. There are also limits on
the deduction of losses after the payment of exempt-interest dividends for
shares held less than six months (see "Dividends, Distributions and Taxes").
The Exchange Privilege is only available in states where an exchange may
legally be made.
If DWR or another Selected Broker-Dealer is the current dealer of record
and its account numbers are part of the account information, shareholders may
initiate an exchange of shares of a Series of the Fund for shares of any
other Series of the Fund or for Shares of any of the Dean Witter Funds (for
which the Exchange Privilege is available) pursuant to this Exchange
Privilege by contacting their DWR or other Selected Broker-Dealer account
executive (no Exchange Privilege Authorization Form is required). Other
shareholders (and those shareholders who are clients of DWR or another
Selected Broker-Dealer but who wish to make exchanges directly by writing or
telephoning the Transfer Agent) must complete and forward to the Transfer
Agent an Exchange Privilege Authorization Form, copies of which may be
obtained from the Transfer Agent, to initiate an exchange. If the
Authorization Form is used, exchanges may be made in writing or by contacting
the Transfer Agent at (800) 869-NEWS (toll free). The Fund will employ
reasonable procedures to confirm that exchange instructions communicated over
the telephone are genuine. Such procedures may include requiring various
forms of personal identification such as name, mailing address, social
security or other tax identification number and DWR or other Selected
Broker-Dealer account number (if any). Telephone instructions may also be
recorded. If such procedures are not employed, the Fund may be liable for any
losses due to unauthorized or fraudulent instructions. Telephone exchange
instructions will be accepted if received by the Transfer Agent between 9:00
a.m. and 4:00 p.m. New York time, on any day the New York Stock Exchange is
open. Any shareholder wishing to make an exchange who has previously filed an
Exchange Privilege Authorization Form and who is unable to reach the Fund by
telephone should contact his or her DWR or other Selected Broker-Dealer
account executive, if appropriate, or make a written exchange request.
Shareholders are advised that during periods of drastic economic or market
changes, it is possible that the telephone exchange procedures may be
difficult to implement, although this has not been the case with the Dean
Witter Funds in the past.
For further information regarding the Exchange Privilege, shareholders
should contact their DWR or other Selected Broker-Dealer account executive or
the Transfer Agent.
20
<PAGE>
REDEMPTIONS AND REPURCHASES
- -----------------------------------------------------------------------------
Redemption. Shares of each Series of the Fund can be redeemed for cash at
any time at their respective current net asset value per share next
determined (without any redemption or other charge). If shares are held in a
shareholder's account without a share certificate, a written request for
redemption is required. If certificates are held by the shareholder(s), the
shares may be redeemed by surrendering the certificate(s) with a written
request for redemption along with any additional information required by the
Transfer Agent.
Repurchase. DWR and other Selected Broker-Dealers are authorized to
repurchase shares represented by a share certificate which is delivered to
any of their offices. Shares held in a shareholder's account without a share
certificate may also be repurchased by DWR and other Selected Broker-Dealers
upon the telephonic request of the shareholder. The repurchase price is the
net asset value next determined (see "Purchase of Fund Shares--Determination
of Net Asset Value") after such repurchase order is received. Repurchase
orders received by DWR and other Selected Broker-Dealers by 4:00 p.m., New
York time, on any business day will be priced at the net asset value per
share that is based on that day's close. Selected Broker-Dealers may charge
for their services in connection with the repurchase, but the Fund, DWR and
the Distributor do not charge a fee. Payment for shares repurchased may be
made by the Fund to DWR and other Selected Broker-Dealers for the account of
the shareholder. The offer by DWR and other Selected Broker-Dealers to
repurchase shares from dealers or shareholders may be suspended by them at
any time. In that event, shareholders may redeem their shares through the
Fund's Transfer Agent as set forth above under "Redemption."
Payment for Shares Redeemed or Repurchased. Payment for shares presented
for repurchase or redemption will be made by check within seven days after
receipt by the Transfer Agent of the certificate and/or written request in
good order. Such payment may be postponed or the right of redemption
suspended at times when normal trading is not taking place on the New York
Stock Exchange. If the shares to be redeemed have recently been purchased by
check, payment of the redemption proceeds may be delayed for the minimum time
needed to verify that the check used for investment has been honored (not
more than fifteen days from the time of receipt of the check by the Transfer
Agent). Shareholders maintaining margin accounts with DWR or another Selected
Broker-Dealer are referred to their account executive regarding restrictions
on redemption of shares of the Fund pledged in the margin account.
Reinstatement Privilege. A shareholder who has had his or her shares
redeemed or repurchased and has not previously exercised this reinstatement
privilege may, within 35 days after the date of the redemption or repurchase,
reinstate any portion or all of the proceeds of such redemption or repurchase
in shares of the Fund at the net asset value (without a sales charge) next
determined after a reinstatement request, together with the proceeds, is
received by the Transfer Agent.
Involuntary Redemption. The Fund reserves the right to redeem, on sixty
days' notice and at net asset value, the shares of any shareholder whose
shares due to redemptions by the shareholder have a value of less than $100
as a result of redemptions or repurchases, or such lesser amount as may be
fixed by the Trustees or, in the case of an account opened through
EasyInvest, if after twelve months the shareholder has invested less than
$1,000 in the account. However, before the Fund redeems such shares and sends
the proceeds to the shareholder, it will notify the shareholder that the
value of the shares is less than the applicable amount and allow the
shareholder sixty days in which to make an additional investment in an amount
which will increase the value of his or her account to at least the
applicable amount or more before the redemption is processed.
21
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
- -----------------------------------------------------------------------------
Dividends and Distributions. The Fund declares, on behalf of each Series,
dividends from net investment income on each day the New York Stock Exchange
is open for business (see "Purchase of Fund Shares"). Such dividends are
payable monthly. Each Series intends to distribute substantially all of its
net investment income on an annual basis.
Each Series of the Fund will distribute at least once each year all net
short-term capital gains, if there are any, after utilization of any capital
loss carryovers. Each Series may, however, determine either to distribute or
to retain all or part of any net long-term capital gains in any year for
reinvestment. All dividends and capital gains distributions will be paid in
additional Series' shares (without sales charge) and automatically credited
to the shareholder's account without issuance of a share certificate unless
the shareholder requests in writing that all dividends and distributions be
paid in cash. (See "Shareholder Services--Automatic Investment of Dividends
and Distributions.") Taxable capital gains may be generated by transactions
in options and futures contracts engaged in by any Series of the Fund. Any
dividends or distributions declared in the last quarter of any calendar year
which are paid in the following year prior to February 1, will be deemed
received by shareholders of record in the prior quarter in the prior year.
Taxes. Because each Series of the Fund intends to distribute substantially
all of its net investment income and capital gains to shareholders and
intends to otherwise remain qualified as a regulated investment company under
Subchapter M of the Internal Revenue Code as amended (the "Code"), it is not
expected that any Series will be required to pay any federal income tax (if
any Series does retain any net long-term capital gains it will pay federal
income tax thereon, and shareholders will be required to include such
undistributed gains in their taxable income and will be able to claim their
share of the tax paid by that Series as a credit against their individual
federal income tax).
The Code may subject interest received on certain otherwise tax-exempt
securities to an alternative minimum tax. This alternative minimum tax may be
incurred due to interest received on "private activity bonds" (in general,
bonds that benefit non-government entities) issued after August 7, 1986
which, although tax-exempt, are used for purposes other than those generally
performed by governmental units (e.g., bonds used for commercial or housing
purposes). Income received on such bonds is classified as a "tax preference
item", under the alternative minimum tax, for both individual and corporate
investors. A portion of each Series' investments may be made in such "private
activity bonds," with the result that a portion of the exempt-interest
dividends paid by each Series will be an item of tax preference to
shareholders of that Series subject to the alternative minimum tax. In
addition, certain corporations which are subject to the alternative minimum
tax may have to include a portion of exempt-interest dividends in calculating
their alternative minimum taxable income in situations where the "adjusted
current earnings" of the corporation exceeds its alternative minimum taxable
income.
Under the Revenue Reconciliation Act of 1993, all or a portion of the
Fund's gain from the sale or redemption of tax-exempt obligations purchased
at a market discount after April 30, 1993 will be treated as ordinary income
rather than capital gain. This rule may increase the amount of ordinary
income dividends received by shareholders.
After the end of the calendar year, shareholders will be sent full
information on their dividends and any capital gains distributions including
information indicating the percentage of the dividend distributions for such
fiscal year which constitutes exempt-interest dividends and the percentage,
if any, that is taxable, and the percentage, if any, of the exempt-interest
dividends which constitutes an item of tax preference.
The Fund may at times make payments from sources other than income or net
capital gains. Payments from such sources will, in effect, represent a return
of a portion of each shareholder's investment. All, or a portion, of such
payments will not be taxable to shareholders.
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Shareholders who are required to pay taxes on their income will normally
be subject to federal and state income tax on dividends paid from interest
income derived from taxable securities and on distributions of net capital
gains they receive from the Fund. For federal income tax purposes,
distributions of long-term capital gains, if any, are taxable to shareholders
as long-term capital gains, regardless of how long a shareholder has held
shares of any Series of the Fund and regardless of whether the distribution
is received in additional shares or in cash. If a shareholder receives a
distribution that is taxed as a long-term capital gain on shares held for six
months or less and sells those shares at a loss, the loss will be treated as
a long-term capital loss to the extent of the capital gains distribution. To
avoid being subject to a 31% federal backup withholding tax on taxable
dividends and capital gains distributions and the proceeds of redemptions and
repurchases, shareholders' taxpayer identification numbers must be furnished
and certified as to accuracy.
The foregoing relates primarily to federal income taxation as in effect as
of the date of this Prospectus. Distributions from investment income and
capital gains, including exempt-interest dividends, may be subject to state
taxes in states other than the state of each designated Series, and also to
local taxes. Shareholders should consult their tax advisors as to the
applicability of the above to their own tax situation and as to the tax
consequences to them of an investment in any Series of the Fund.
STATE TAXATION. The following general considerations are relevant to
investors in each Series of the Fund indicated below. Shareholders of each
designated Series should consult their tax advisers about other state and
local tax consequences of their investments in such Series.
Arizona. Under a ruling issued by the Arizona Department of Revenue in
1984, distributions from the Arizona Series that are received by shareholders
that are Arizona taxpayers will not be subject to Arizona income tax to the
extent that those distributions are attributable to interest on tax-exempt
obligations of the State of Arizona or interest on obligations of the United
States. Distributions from the Arizona Series attributable to obligations of
the governments of Puerto Rico, the Virgin Islands and Guam should also be
excludible from Arizona income tax. Other distributions from the Arizona
Series, including those related to short-term and long-term capital gains,
generally will be taxable under Arizona law when received by Arizona
taxpayers. Interest on indebtedness incurred (directly or indirectly) by a
shareholder to purchase or carry shares of the Arizona Series should not be
deductible for Arizona income tax purposes to the extent that the Arizona
Series holds tax-exempt obligations of the State of Arizona, obligations of
the United States, and obligations of Puerto Rico, the Virgin Islands and
Guam.
The foregoing discussion assumes that in each taxable year the Arizona
Series qualifies and elects to be taxed as a regulated investment company for
federal income tax purposes. In addition, the following discussion assumes
that in each taxable year the Arizona Series qualifies to pay exempt-interest
dividends by complying with the requirement of the Code that at least 50% of
its assets at the close of each quarter of its taxable year is invested in
state, municipal or other obligations, the interest on which is excluded from
gross income for federal income tax purposes pursuant to section 103(a) of
the Code.
California. In any year in which the Fund qualifies as a regulated
investment company under the Internal Revenue Code as in effect on January 1,
1997, and is exempt from federal income tax, (i) the California Series will
also be exempt from the California corporate income and franchise taxes to
the extent it distributes its income and (ii), provided 50% or more of the
value of the total assets of the California Series at the close of each
quarter of its taxable year consists of obligations the interest on which
(when held by an individual) is exempt from personal income taxation under
California law. The California Series will be qualified under California law
to pay "exempt-interest" dividends which will be exempt from the California
personal income tax.
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The portion of dividends constituting exempt-interest dividends is that
portion derived from interest on obligations which pay interest excludable
from California personal income under California law. The total amount of
California exempt-interest dividends paid by the California Series to all of
its shareholders with respect to any taxable year cannot exceed the amount of
interest received by the California Series during such year on such
obligations less any expenses and expenditures (including dividends paid to
corporate shareholders) deemed to have been paid from such interest. Any
dividends paid to corporate shareholders subject to the California franchise
tax will be taxed as ordinary dividends to such shareholders.
Individual shareholders of the California Series who reside in California
will not be subject to California personal income tax on distributions
received from the California Series to the extent such distributions are
attributable to interest received by the California Series during its taxable
year on obligations, the interest on which (when held by an individual) is
exempt from taxation under California law.
Because, unlike federal law, California law does not impose personal
income tax on an individual's Social Security benefits, the receipt of
California exempt-interest dividends will have no effect on an individual's
California personal income tax.
Individual shareholders will normally be subject to federal and California
personal income tax on dividends paid from interest income derived from
taxable securities and distributions of net capital gains. In addition,
distributions other than exempt-interest dividends to such shareholders are
includable in income subject to the California alternative minimum tax. For
federal income tax and California personal income tax purposes, distributions
of long-term capital gains, if any, are taxable to shareholders as long-term
capital gains, regardless of how long a shareholder has held shares of the
California Series and regardless of whether the distribution is received in
additional shares or in cash. The maximum federal capital gains rate for
individuals is 28% with respect to capital assets held for more than 12
months, but not more than 18 months, and 20% with respect to capital assets
held more than 18 months. The maximum capital gains rate for corporate
shareholders is the same as the maximum tax rate for ordinary income. In
addition, unlike federal law, the shareholders of the California Series will
not be subject to tax, or receive a credit for tax paid by the California
Series, on undistributed capital gains, if any.
Interest on indebtedness incurred by shareholders or related parties to
purchase or carry shares of an investment company paying exempt-interest
dividends, such as the California Series, generally will not be deductible by
the investor for federal or state personal income tax purposes. In addition,
as a result of California's incorporation of certain provisions of the Code,
a loss realized by a shareholder upon the sale of shares held for six months
or less may be disallowed to the extent of any exempt-interest dividends
received with respect to such shares. Moreover, any loss realized upon the
redemption of shares within six months from the date of purchase of such
shares and following receipt of a long-term capital gains distribution will
be treated as long-term capital loss to the extent of such long-term capital
gains distribution. Finally, any loss realized upon the redemption of shares
within 30 days before or after the acquisition of other shares of the Fund
may be disallowed under the "wash sale" rules.
Distributions from investment income and long-term and short-term capital
gains will not be excludable from taxable income in determining the
California corporate franchise tax for corporate shareholders. Such
distributions may also be includable in income subject to the alternative
minimum tax. In addition, distributions from investment income and long-term
and short-term capital gains may be subject to state taxes in states other
than California, and to local taxes.
Florida. Under existing Florida law, neither the State of Florida nor any
of its political subdivisions or other governmental authorities may impose an
in-
24
<PAGE>
come tax on individuals. Accordingly, individual shareholders of the Florida
Series will not be subject to any Florida state or local income taxes on
income derived from investments in the Florida Series. However, such income
may be subject to state or local income taxation under applicable state or
local laws in jurisdictions other than Florida. In addition, the income
received from the Florida Series may be subject to estate taxes under present
Florida law and certain corporations may be subject to the taxes imposed by
Chapter 220, Florida Statutes, on interest, income or profits on debt
obligations owned by corporations as defined in said Chapter 220.
The State of Florida also imposes an annual tax of 2 mills on each dollar
($2.00 per $1,000) of the just valuation of all intangible personal property
that has a taxable situs within the State with certain exemptions and
limitations. However, the entire value of a shareholder's interest in the
Florida Series will be exempt from Florida's intangible personal property tax
if, as is intended, all of the investments and other assets held by the
Florida Series on each annual assessment date are exempt individually from
the intangible personal property tax. It presently is the policy and
intention of the Fund and the Investment Manager to manage the Florida Series
in such a manner as to ensure that on each annual assessment date the Florida
Series will consist of only those investments and other assets which are
exempt from the Florida intangible personal property tax. Accordingly, it is
unlikely that any shareholder of the Florida Series will ever be subject to
such tax. In the event that the Florida Series includes investments or other
assets on the annual assessment date which may subject shareholders to the
Florida intangible personal property tax, the Fund shall so notify the
Shareholders.
Massachusetts. Under existing Massachusetts law, provided the
Massachusetts Series qualifies as a "regulated investment company" under the
Code, the Massachusetts Series will not be subject to Massachusetts income or
excise taxation. Shareholders of the Massachusetts Series that are
individuals, estates or trusts and are subject to the Massachusetts personal
income tax will not be subject to such tax on distributions of the
Massachusetts Series that qualify as "exempt-interest dividends" under
Section 852(b)(5) of the Code and are attributable to interest received by
the Massachusetts Series on obligations issued by The Commonwealth of
Massachusetts and its municipalities, political subdivisions and governmental
agencies and instrumentalities, or by Puerto Rico, the U.S. Virgin Islands or
Guam, which pay interest excludable from gross income under the Code and
exempt from Massachusetts personal income taxation. Other distributions to
such shareholders will generally be included in income subject to the
Massachusetts personal income tax, except for (1) distributions, if any,
attributable to interest received by the Massachusetts Series on direct
obligations of the United States and (2) distributions, if any, attributable
to gain realized by the Massachusetts Series on the sale of certain
Massachusetts obligations issued pursuant to Massachusetts statutes that
specifically exempt such gain from Massachusetts taxation. Dividends from the
Massachusetts Series that qualify as capital gain dividends under Section
852(b)(3)(C) of the Code, other than such dividends described in the second
clause of the preceding sentence, will be treated as long-term capital gains
for Massachusetts personal income tax purposes.
As a result of a change in the Massachusetts tax laws, applicable to
taxable years beginning on or after January 1, 1996, capital gain income from
the sale or exchange of shares of the Massachusetts Series will be taxed at a
stepped down rate depending on the number of years such shares have been
held. For purposes of determining the holding period, shares acquired prior
to 1/1/96 shall be deemed to have been acquired on 1/1/95, or on the date of
actual acquisition, whichever is later.
In determining the Massachusetts excise tax on corporations subject to
Massachusetts taxation, distributions from the Massachusetts Series, whether
attributable to taxable or tax-exempt income or gain realized by the
Massachusetts Series, will not be excluded from a corporate shareholder's net
income and, in the case of a shareholder that is an intangible property
corporation, shares of the Massachusetts Series will not be excluded from net
worth.
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<PAGE>
Michigan. Under existing Michigan law, to the extent that the
distributions from the Michigan Series qualify as "exempt-interest dividends"
of a regulated investment company under Section 852(b)(5) of the Code which
are attributable to interest on tax-exempt obligations of the State of
Michigan, its political or governmental subdivisions, or its governmental
agencies or instrumentalities ("Michigan Obligations"), or obligations of the
United States or its agencies or possessions that are exempt from state
taxation, such distributions will also not be subject to Michigan income tax
or Michigan single business tax. Under existing Michigan law, an owner of a
share of an investment company (such as the Michigan Series) will be
considered the owner of a pro rata share of the assets of the investment
company. As such, yield from such shares, for intangibles tax purposes, will
not include the interest or dividends received from Michigan Obligations or
obligations of the United States or its agencies or possessions. In addition,
Michigan Series shares owned by certain financial institutions or by certain
other persons subject to the Michigan single business tax are exempt from the
Michigan intangibles tax.
To the extent that distributions of the Michigan Series are derived from
other income, including long-or short-term capital gains, the distributions
will not be exempt from Michigan income tax or Michigan single business tax.
Certain Michigan cities have adopted Michigan's uniform city income tax
ordinance, which under the Michigan city income tax act is the only income
tax ordinance that may be adopted by cities in Michigan. To the extent the
distributions on the Michigan Series are not subject to Michigan income tax,
they are not subject to any Michigan city's income tax.
Minnesota. Under existing Minnesota law, provided the Minnesota Series
qualifies as a "regulated investment company" under the Code, and subject to
the discussion in the paragraph below, individual shareholders of the
Minnesota Series resident in Minnesota who are subject to the regular
Minnesota personal income tax will not be subject to such regular Minnesota
tax on Minnesota Series dividends to the extent that such distributions
qualify as exempt-interest dividends of a regulated investment company under
Section 852(b)(5) of the Code which are derived from interest income on
tax-exempt obligations of the State of Minnesota, or its political or
governmental subdivisions, municipalities, governmental agencies or
instrumentalities ("Minnesota Sources"). The foregoing will apply, however,
only if the portion of the exempt-interest dividends from such Minnesota
Sources that is paid to all shareholders represents 95% or more of the
exempt-interest dividends that are paid by the Minnesota Series. If the 95%
test is not met, all exempt-interest dividends that are paid by the Minnesota
Series will be subject to the regular Minnesota personal income tax. Even if
the 95% test is met, to the extent that exempt-interest dividends that are
paid by the Minnesota Series are not derived from the Minnesota Sources
described in the first sentence of this paragraph, such dividends will be
subject to the regular Minnesota personal income tax. Other distributions of
the Minnesota Series, including distributions from net short-term and
long-term capital gains, are generally not exempt from the regular Minnesota
personal income tax.
Legislation enacted in 1995 provides that it is the intent of the
Minnesota legislature that interest income on obligations of Minnesota
governmental units, including obligations of the Minnesota Sources described
above, and exempt-interest dividends that are derived from interest income on
such obligations, be included for Minnesota income tax purposes in the net
income of resident individuals, among others, if it is judicially determined
that the exemption by Minnesota of such interest or such exempt-interest
dividends unlawfully discriminates against interstate commerce because
interest income on obligations of governmental issuers located in other
states, or exempt-interest dividends derived from such obligations, is so
included. This provision applies to taxable years that begin during or after
the calendar year in which such judicial decision becomes final, regardless
of the date on
26
<PAGE>
which the obligations were issued, and other remedies apply for previous
taxable years. The United States Supreme Court in 1995 denied certiorari in a
case in which an Ohio state court upheld an exemption for interest income on
obligations of Ohio governmental issuers, even though interest income on
obligations of non-Ohio governmental issuers was subject to tax. In 1997, the
United States Supreme Court denied certiorari in a subsequent case from Ohio,
involving the same taxpayer and the same issue, in which the Ohio Supreme
Court refused to reconsider the merits of the case on the ground that the
previous final state court judgment barred any claim arising out of the
transaction that was the subject of the previous action. It cannot be
predicted whether a similar case will be brought in Minnesota or elsewhere,
or what the outcome of such case would be.
Minnesota presently imposes an alternative minimum tax on resident
individuals that is based, in part, on their federal alternative minimum
taxable income, which includes federal tax preference items. The Code
provides that interest on specified private activity bonds is a federal tax
preference item, and that an exempt-interest dividend of a regulated
investment company constitutes a federal tax preference item to the extent of
its proportionate share of the interest on such private activity bonds.
Accordingly, exempt-interest dividends that are attributable to such private
activity bond interest, even though they are derived from the Minnesota
Sources described above, will be included in the base upon which such
Minnesota alternative minimum tax is computed. In addition, the entire
portion of exempt-interest dividends that is derived from sources other than
the Minnesota Sources described above is also subject to the Minnesota
alternative minimum tax. Further, should the 95% test that is described above
fail to be met, all of the exempt-interest dividends that are paid by the
Minnesota Series, including all of those that are derived from the Minnesota
Sources described above, will be subject to the Minnesota alternative minimum
tax.
Subject to certain limitations that are set forth in the Minnesota rules,
Minnesota Series dividends, if any, that are derived from interest on certain
United States obligations are not subject to the regular Minnesota personal
income tax or the Minnesota alternative minimum tax, in the case of
individual shareholders of the Minnesota Series who are resident in
Minnesota.
Minnesota Series distributions, including exempt-interest dividends, are
not excluded in determining the Minnesota franchise tax on corporations that
is measured by taxable income and alternative minimum taxable income.
Minnesota Series distributions may also be taken into account in certain
cases in determining the minimum fee that is imposed on corporations, S
corporations and partnerships.
Interest on indebtedness incurred or continued by a shareholder of the
Minnesota Series to purchase or carry shares of the Minnesota Series will
generally not be deductible for regular Minnesota personal income tax
purposes or Minnesota alternative minimum tax purposes, in the case of
individual shareholders of the Minnesota Series who are resident in
Minnesota.
Shares of the Minnesota Series will not be subject to the Minnesota
personal property tax.
New Jersey. Under existing New Jersey law, as long as the New Jersey
Series qualifies as a "qualified investment fund," shareholders of the New
Jersey Series will not be required to include in their New Jersey gross
income distributions from the New Jersey investment fund to the extent that
such distributions are attributable to interest or gain from obligations (1)
issued by or on behalf of New Jersey or any county, municipality, school or
other district, agency, authority, commission, instrumentality, public
corporation, body corporate and politic or political subdivision of New
Jersey, or (2) statutorily free from New Jersey or local taxation under other
acts of New Jersey or under the laws of the United States.
A "qualified investment fund" is any investment company or trust
registered with the Securities Exchange Commission, or any series of such
investment company or trust, which, for the calendar year
27
<PAGE>
in which the distribution is paid, (a) has no investments other than
interest-bearing obligations, obligations issued at a discount, and cash and
cash items, including receivables; and (b) has not less than 80% of the
aggregate principal amount of all its investments, excluding cash and cash
items (including receivables), in obligations of the types described in the
preceding paragraph.
The foregoing exclusion applies only to shareholders who are individuals,
estates, and trusts, subject to the New Jersey gross income tax. That tax
does not apply to corporations, and while certain qualifying distributions
are exempt from corporation income tax, all distributions will be reflected
in the net income tax base for purposes of computing the corporation business
tax. Gains resulting from the redemption or sale of shares of the New Jersey
Series will also be exempt from the New Jersey gross income tax.
At this time, the New Jersey Division of Taxation has taken the position
that financial futures contracts, options on futures contracts and municipal
bond index futures contracts do not constitute interest-bearing obligations,
obligations issued at a discount, or cash and cash items, including
receivables. Accordingly, the inclusion of such investments would cause all
distributions from the New Jersey Series for the taxable year to become
taxable. The Fund reserves the right to make such investments on behalf of
the New Jersey Series at such time as permitted under New Jersey law.
The regulations require that 80% of the aggregate principal amount of all
investments, excluding cash and cash items, must be in tax-exempt obligations
free from federal and New Jersey income taxes at the end of each quarter of
the taxable year. Failure to meet the New Jersey 80% aggregate principal
amount test, even if necessary to maintain a "defensive" position would cause
all distributions from the New Jersey Series for the taxable year to become
taxable.
The New Jersey Series will notify shareholders by February 15 of each
calendar year as to the portion of its distributions for the preceding
calendar year that is exempt from federal income and New Jersey income taxes.
New York. Under existing New York law, individual shareholders who are New
York residents will not incur any federal, New York State or New York City
income tax on the amount of exempt-interest dividends received by them from
the Series which represents a distribution of income from New York tax-exempt
securities whether taken in cash or reinvested in additional shares.
Exempt-interest dividends are included, however, in determining what portion,
if any, of a person's Social Security benefits are subject to federal income
tax.
Interest on indebtedness incurred or continued to purchase or carry shares
of an investment company paying exempt-interest dividends, such as the Fund,
may not be deductible by the investor for State or City personal income tax
purposes.
Shareholders will normally be subject to federal, New York State or New
York City income tax on dividends paid from interest income derived from
taxable securities and on distributions of net capital gains. For federal and
New York State or New York City income tax purposes, distributions of net
long-term capital gains, if any, are taxable to shareholders as long-term
capital gains, regardless of how long the shareholder has held the Fund
shares and regardless of whether the distribution is received in additional
shares or in cash. Distributions from investment income and capital gains,
including exempt-interest dividends, may be subject to New York franchise
taxes if received by a corporation doing business in New York, to state taxes
in states other then New York and to local taxes.
Ohio. Under existing Ohio law, provided the Ohio Series qualifies as a
"regulated investment company" under the Code, the Ohio Series will not be
subject to the Ohio personal income tax, the Ohio corporation franchise tax,
or to income taxes imposed by municipalities and other political subdivisions
in Ohio. Individual shareholders of the Ohio Series who are subject to the
Ohio personal income taxes will not be subject to such taxes on distribu-
28
<PAGE>
tions with respect to shares of the Ohio Series to the extent that such
distributions are directly attributable to interest on obligations issued by
the State of Ohio, its counties and municipalities, authorities,
instrumentalities or other political subdivisions ("Ohio Obligations").
Corporate shareholders of the Ohio Series that are subject to the Ohio
corporation franchise tax computed on the net income basis will not be
subject to such tax on distributions with respect to shares of the Ohio
Series to the extent that such distributions either (a) are attributable to
interest on Ohio obligations, or (b) represent "exempt-interest dividends" as
defined in Section 852 of the Code. Shares of the Ohio Series will, however,
be included in a corporate shareholder's tax base for purposes of computing
the Ohio corporation franchise tax on the net worth basis.
Distributions with respect to the Ohio Series that are attributable to
interest on obligations of the United States or its territories or
possessions (including the Governments of Puerto Rico, the Virgin Islands,
and Guam), or of any authority, commission or instrumentality of the United
States that is exempt from state income taxes under the laws of the United
States, will not be subject to the Ohio personal income tax, the Ohio
corporation franchise tax (to the extent computed on the net income basis),
or to taxes imposed by municipalities and other political subdivisions in
Ohio.
Capital gains distributed by the Ohio Series attributable to any profits
made on the sale, exchange, or other disposition by the Ohio Series of Ohio
Obligations will not be subject to the Ohio personal income tax, the Ohio
corporation franchise tax (to the extent computed on the net income basis),
or to taxes imposed by municipalities and other political subdivisions in
Ohio.
Interest on indebtedness incurred or continued (directly or indirectly) by
a shareholder of the Ohio Series to purchase or carry shares of the Ohio
Series will not be deductible for Ohio personal income tax purposes.
Pennsylvania. Individual shareholders of the Pennsylvania Series resident
in the Commonwealth of Pennsylvania ("Commonwealth"/"Pennsylvania") will not
be subject to Pennsylvania personal income tax on distributions received from
the Pennsylvania Series to the extent such distributions are attributable to
interest on tax-exempt obligations of the Commonwealth, its agencies,
authorities and political subdivisions or obligations of the United States or
of the Governments of Puerto Rico, the Virgin Islands and Guam. Other
distributions from the Pennsylvania Series, including capital gains generally
and interest on securities not described in the preceding sentence, generally
will not be exempt from Pennsylvania Personal Income Tax.
Other than the School District of Philadelphia, political subdivisions of
the Commonwealth have not been authorized to impose an unearned income tax
upon resident individuals. Individual shareholders who reside in the
Philadelphia School District will not be subject to the School District
Unearned Income Tax on (i) distributions received from the Pennsylvania
Series to the extent that such distributions are exempt from Pennsylvania
Personal Income Tax, or (ii) distributions of capital gains income by the
Pennsylvania Series.
Corporate shareholders who are subject to the Pennsylvania Corporate Net
Income Tax will not be subject to that tax on distributions by the
Pennsylvania Series that qualify as "exempt-interest dividends" under Section
852(b)(5) of the U.S. Internal Revenue Code or are attributable to interest
on obligations of the United States or agencies or instrumentalities thereof.
For Capital Stock/Foreign Franchise Tax purposes, corporate shareholders must
normally reflect their investment in the Pennsylvania Series and the
dividends received thereon in the determination of the taxable value of their
capital stock.
The Pennsylvania Series will not be subject to Corporate Net Income Tax or
other corporate taxation in Pennsylvania.
A Pennsylvania statute purports to authorize most counties to impose a tax
on intangible personal property of their residents. Although this tax is
29
<PAGE>
presently under constitutional challenge in the courts, some counties may
continue to levy the tax. Shares in the Pennsylvania Series constitute
intangible personal property. However, shares in the Pennsylvania Series will
not be subject to intangible personal property taxation to the extent that
the intangible personal property owned in the portfolio of the Pennsylvania
Series would not be subject to such taxation if owned directly by a resident
of Pennsylvania. The Pennsylvania Series will invest predominantly in
obligations of the Commonwealth, its agencies, authorities and political
subdivisions, or obligations of the United States or the Governments of
Puerto Rico, the Virgin Islands or Guam, which obligations are not subject to
intangible personal property taxation in Pennsylvania. Only the fraction, if
any, of the value of the Pennsylvania Series' portfolio not invested in
securities described in the preceding sentence would be subject to any
applicable intangible personal property tax.
PERFORMANCE INFORMATION
- -----------------------------------------------------------------------------
From time to time each Series of the Fund may quote its "yield" and/or its
"total return" in advertisements and sales literature. Both the yield and the
total return of each Series of the Fund are based on historical earnings and
are not intended to indicate future performance. The yield of each Series of
the Fund is computed by dividing the net investment income of that Series
over a 30-day period by an average value (using the average number of shares
entitled to receive dividends and the net asset value per share at the end of
the period), all in accordance with applicable regulatory requirements. Such
amount is compounded for six months and then annualized for a twelve-month
period to derive the yield of that Series. Each Series may also quote its
tax-equivalent yield, which is calculated by determining the pre-tax yield
which, after being taxed at a stated rate, would be equivalent to the yield
determined as described above.
The "average annual total return" of each Series of the Fund refers to a
figure reflecting the average annualized percentage increase (or decrease) in
the value of an initial investment in a Series of the Fund of $1,000 over
periods of one, five and ten years or over the life of such Series of the
Fund, if less than any of the foregoing. Average annual total return reflects
all income earned by such Series, any appreciation or depreciation of the
assets of such Series, all expenses incurred by such Series and all sales
charges incurred by shareholders redeeming shares, for the stated periods. It
also assumes reinvestment of all dividends and distributions paid by such
Series.
In addition to the foregoing, each Series of the Fund may advertise its
total return over different periods of time by means of aggregate, average,
year-by-year or other types of total return figures. Such calculations may or
may not reflect the imposition of the front-end sales charge which, if
reflected, would reduce the performance quoted. Each Series may also
advertise the growth of hypothetical investments of $10,000, $50,000 and
$100,000 in shares of that Series by adding 1 to that Series' aggregate total
return to date and multiplying by $9,600, $48,375 and $97,250 ($10,000,
$50,000 and $100,000 adjusted for 4.00%, 3.25% and 2.75% sales charges,
respectively). Each Series of the Fund from time to time may also advertise
its performance relative to certain performance rankings and indexes compiled
by independent organizations (such as Lipper Analytical Services Inc.).
ADDITIONAL INFORMATION
- -----------------------------------------------------------------------------
Voting Rights. All shares of beneficial interest of a Series of the Fund
are of $0.01 par value and are equal as to earnings, assets and voting
privileges with respect to such Series.
The Fund is not required to hold Annual Meetings of Shareholders and in
ordinary circumstances the Fund does not intend to hold such meetings. The
Trustees may call Special Meetings of Shareholders
30
<PAGE>
for action by shareholder vote as may be required by the Act or the
Declaration of Trust. Under certain circumstances the Trustees may be removed
by action of the Trustees.
Presently, there are ten Series of the Fund. The Declaration of Trust
permits the Trustees to authorize the creation of additional series shares
(the proceeds of which would be invested in separate, independently managed
portfolios) and additional classes of shares within any series (which would
be used to distinguish among the rights of different categories of
shareholders, as might be required by future regulations or other unforeseen
circumstances).
Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for the
obligations of the Fund. However, the Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the
Fund and requires that notice of such disclaimer be given in each instrument
entered into or executed by the Fund and provides for indemnification out of
the Fund's property for any shareholder held personally liable for the
obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Fund itself would be unable to meet its obligations. Given the above
limitations on shareholder personal liability and the nature of the Fund's
assets and operations, the possibility of the Fund being unable to meet its
obligations is remote and, in the opinion of Massachusetts counsel to the
Fund, the risk to Fund shareholders of personal liability is remote.
Code of Ethics. Directors, officers and employees of InterCapital, Dean
Witter Services Company Inc. and the Distributor are subject to a strict Code
of Ethics adopted by those companies. The Code of Ethics is intended to
ensure that the interests of shareholders and other clients are placed ahead
of any personal interest, that no undue personal benefit is obtained from a
person's employment activities and that actual and potential conflicts of
interest are avoided. To achieve these goals and comply with regulatory
requirements, the Code of Ethics requires, among other things, that personal
securities transactions by employees of the companies be subject to an
advance clearance process to monitor that no Dean Witter Fund is engaged at
the same time in a purchase or sale of the same security. The Code of Ethics
bans the purchase of securities in an initial public offering, and also
prohibits engaging in futures and options transactions and profiting on
short-term trading (that is, a purchase within 60 days of a sale or a sale
within 60 days of a purchase) of a security. In addition, investment
personnel may not purchase or sell a security for their personal account
within 30 days before or after any transaction in any Dean Witter Fund
managed by them. Any violations of the Code of Ethics are subject to
sanctions, including reprimand, demotion or suspension or termination of
employment. The Code of Ethics comports with regulatory requirements and the
recommendations in the 1994 report by the Investment Company Institute
Advisory Group on Personal Investing.
Master/Feeder Conversion. The Fund reserves the right to seek to achieve
its investment objectives by investing all of its investable assets in a
diversified, open-end management investment company having the same
investment objectives and policies and substantially the same investment
restrictions as those applicable to the Fund.
Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Fund at the telephone numbers or address set forth on the front cover
of this Prospectus.
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APPENDIX
SPECIAL INVESTMENT CONSIDERATIONS OF EACH STATE SERIES
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ARIZONA SERIES
The Arizona Series will invest principally in securities of political
subdivisions and other issuers of the State of Arizona the interest on which
is exempt from federal and Arizona income taxes. As a result, the ability of
such Arizona issuers to meet their obligations with respect to such
securities generally will be influenced by the political, economic and
regulatory developments affecting the state of Arizona and the particular
revenue streams supporting such issuers' obligations. If any of such
political subdivisions are unable to meet their financial obligations, the
income derived by the Arizona Series, the ability to preserve or realize
appreciation of the Arizona Series' capital, and the liquidity of the Arizona
Series could be adversely affected. The following summary respecting the
State of Arizona is only general in nature and does not purport to be a
description of the investment considerations and factors which may have an
effect on the obligations of a particular issuer in which the Arizona Series
may invest.
Arizona's economy continues on a path of strong growth, with economists at
Arizona State University saying the pace may slow slightly, however, there
are no signs of any serious imbalances. Arizona's economy has been
strengthened by five consecutive years of substantial tax reductions, and is
among the fastest growing states. The state's population increased by
approximately 22% during the 6-year period from 1990 to 1996. During 1997,
Arizona's population was estimated at approximately 4.5 million. Homebuilding
and commercial construction is extremely strong, and Phoenix now ranks as the
sixth largest city in the United States with a population of approximately
1.2 million. This growth in population will require corresponding increases
in revenues of Arizona issuers to meet increased demands for infrastructure
development and various services, and the performance of the State's economy
will be critical to providing such increased revenues.
The State's principal economic sectors include services, construction,
manufacturing dominated by electrical, transportation and military equipment,
high technology, government, tourism and the military. State unemployment
rates have remained generally comparable to the national average in recent
years. During the mid-1990s, Arizona's economy recovered from the
difficulties caused in the late eighties by the severe drop in real estate
values and the lack of stability of Arizona-based financial institutions
which caused many of such institutions to be placed under control of the
Resolution Trust Corporation. The Arizona economy has generally performed
above the national average in recent years. Arizona has held a steady
position among the top five states in employment growth since May 1993. In
August 1997, Arizona's rate of job creation ranked third in the nation.
Furthermore, in 1996, Arizona's personal income increased by 5.1 percent
compared to 4.1 percent nationally. Arizona's personal income tax increased
approximately 7.3 percent in 1997.
Arizona is required by law to maintain a balanced budget. To achieve this
objective, the State has, in the past, utilized a combination of spending
reductions and tax increases. Although personal income taxes have been cut by
28%, at the end of 1997 the state had a budget surplus of approximately $900
million. The condition of the national economy will continue to be a
significant factor influencing Arizona's budget during the upcoming fiscal
year.
For additional information relating to State imposed restrictions on
indebtedness of certain Arizona issuers, see the Statement of Additional
Information.
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CALIFORNIA SERIES
Because the California Series will concentrate its investments in
California tax-exempt securities, it will be affected by any political,
economic or regulatory developments affecting the ability of California
issuers to pay interest or repay principal. Various developments regarding
the California Constitution and State statutes which limit the taxing and
spending authority of California governmental entities may impair the ability
of California issuers to maintain debt service on their obligations. The
following information constitutes only a brief summary and is not intended as
a complete description. See the Statement of Additional Information for a
more detailed discussion.
California is the most populous state in the nation with a total
population estimated at 32,383,000. Growth has been incessant since World War
II, with population gains in each decade since 1950 of between 18% and 49%.
During the last decade, the population rose 20%. The State now comprises
12.2% of the nation's population and 12.5% of its total personal income. Its
economy is broad and diversified with major concentrations in high technology
research and manufacturing, aerospace and defense-related manufacturing,
trade, entertainment, real estate, and financial services. After experiencing
strong growth throughout much of the 1980s, from 1990-1993, the State
suffered through a severe recession, the worst since the 1930's, heavily
influenced by large cutbacks in defense/aerospace industries and military
base closures and a major drop in real estate construction. California's
economy has been recovering and growing steadily stronger since the start of
1994, to the point where the State's economic growth is outpacing the rest of
the nation. The unemployment rate, while still higher than the national
average, fell to the low 6% range in mid-1997, compared to over 10% at the
worst of the recession. California's economic recovery from the recession is
continuing at a strong pace. Recent economic reports indicate that, while the
rate of economic growth in California is expected to moderate over the next
three years, the increases in employment and income may exceed those of the
nation as a whole. The unsettled financial situation occurring in certain
Asian economies may adversely affect the State's export-related industries
and, therefore, the State's rate of economic growth.
These economic difficulties have exacerbated the structural budget
imbalance which has been evident since fiscal year 1985-1986. Since that
time, budget shortfalls have become increasingly more difficult to solve and
the State has recorded General Fund operating deficits in several fiscal
years. Many of these problems have been attributable to the fact that the
great population influx has produced increased demand for education and
social services at a far greater pace than the growth in the State's tax
revenues. Despite substantial tax increases, expenditure reductions and the
shift of some expenditure responsibilities to local government, the budget
condition remains problematic.
On August 18, 1997, the Governor signed the 1997-98 Budget Act which
provides for General Fund and Special Fund expenditures of approximately
$67.2 billion and projects a 97-98 fiscal year end reserve of $112 million.
For the second year in a row, the State budget contains a large increase in
funding for K-14 education, reflecting strong revenues which have exceeded
initial budgeted amounts. The Budget Act reflects a $1.235 billion pension
case judgment payment, and returns funding of the State's pension
contribution to the quarterly basis existing prior to the deferral actions
invalidated by the courts. Because of the effect of the pension payment, most
other State programs were continued at 1996-97 levels. Health and welfare
costs are contained, continuing generally the grant levels from prior years,
as part of the initial implementation of the new CalWORKs welfare reform
program. Unlike prior years, this Budget Act does not depend on uncertain
federal budget actions. About $300 million in federal funds, already included
in the federal FY 1997 and 1998 budgets, are included in the Budget Act to
offset incarceration costs for illegal immigrants. The Budget Act contains no
tax increases and no tax reductions. The Renters Tax Credit was suspended for
another year, saving approximately $500 million. After enactment of the
Budget Act, and prior to the end of the Legislative Session, the Legislature
and the Governor reached certain agreements related to State expenditures and
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taxes. Legislation signed by the Governor includes a variety of phased-in tax
cuts, conformity with certain provisions of the federal tax reform law passed
earlier in the year, and reform of funding for county trial courts, with the
State to assume greater financial responsibility.
The Governor's proposed budget for fiscal year 1998-1999 proposes total
State spending of $70.6 billion (excluding the expenditure of federal funds
and selected bond funds), which is up 4.7% from the current year's budget.
This total includes $55.4 billion in General Fund spending (a 4.5% increase
from the current year) and $15.2 billion in special funds spending (a 5.3%
increase). The Governor's proposed budget anticipates a $296 million reserve
for economic uncertainties. The new budget reflects agreements reached in the
prior year in the areas of welfare reform, education, state tax relief, and
the financial restructuring of the State's trial court system. The budget
contains no tax changes and relatively few major programmatic changes.
Because of the State of California's continuing budget problems, the
State's General Obligation bonds were downgraded in July 1994 from A1 to Aa
by Moody's, from A+ to A by Standard & Poor's, and from AA to A by Fitch
Investors Service, Inc. All three rating agencies expressed uncertainty in
the State's ability to balance its budget by 1996. However, in 1996, citing
California's improving economy and budget situation, both Fitch and Standard
& Poor's raised their ratings from A to A+. In October, 1997, Fitch raised
its rating from A+ to AA-referring to the State's fundamental strengths, the
extent of its economic recovery and the return of financial stability.
The effect of these various constitutional and statutory amendments and
budget developments upon the ability of California issuers to pay interest
and principal on their obligations remains unclear and in any event may
depend upon whether a particular California tax-exempt security is a general
or limited obligation bond and on the type of security provided for the bond.
It is possible that other measures affecting the taxing or spending authority
of California or its political subdivisions may be approved or enacted in the
future.
For a more detailed discussion of the State of California economic
factors, see the Statement of Additional Information.
FLORIDA SERIES
The following information is provided only for general information
purposes and is not intended to be a description or summary of the investment
considerations and factors which may have an affect on the Florida Series or
the obligations of the issuers in which the Florida Series may invest.
Prospective investors must read the entire prospectus to obtain information
essential to the making of an informed investment decision.
The Florida Series invests primarily in municipal securities and
obligations of counties, cities, school districts, special districts, and
other government authorities and issuers of the State of Florida, the
interest on which is excludable from gross income for federal income tax
purposes. The municipal securities market of Florida is very diverse and
includes obligations that are issued by a number of different issuers and
which are payable from a variety of revenue sources. Accordingly, the ability
of Florida issuers to meet their obligations with respect to such municipal
securities is influenced by various political, legal, economic and regulatory
factors affecting such issuers, the State of Florida and the repayment
sources supporting municipal obligations. If any of such issuers cannot
satisfy their repayment obligations, for any reason, the income, value and
liquidity of the Florida Series may be adversely affected.
Florida presently is the fourth largest state in the United States and
continues to be one of the most rapidly growing states. Between 1980 and
1990, Florida's population increased by approximately 3.2 million people, the
second largest population increase for any state during the decade
(California was first). During such period of time, Florida's total
percentage growth in population was 32.7%, the fourth largest percentage
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increase among states. Florida's population has continued to grow since 1990,
but at a slower pace than during the 1980s and prior decades. As of April 1,
1997, Florida's population had grown approximately 13.7 percent since April
1, 1990 to a total population of 14,712,365.
Florida's principal economic sectors include services and tourism, retail,
light manufacturing, particularly in the electronic, chemical and
transportation areas, finance and insurance, real estate, transportation and
communications, agriculture, government and the military. During the last two
calendar years Florida's unemployment figures have approximated the national
average. Florida's economy has strengthened over the last few years
reflecting the strong national economy. Most of Florida's economic sectors
are expected to grow in the future and in light of Florida's geographic
location and diverse population, it is anticipated that Florida will benefit
greatly from the expanding world markets, especially Latin America.
The State of Florida and its political subdivisions are each required by
law to maintain balanced budgets. In order to satisfy this requirement,
Florida government entities have utilized a combination of spending
reductions and revenue enhancements. From time to time, tax and/or spending
limitation initiatives are introduced by the Florida Legislature or are
proposed by the citizens of the State in the form of amendments to the
Florida Constitution. Two such amendments are now effective and are generally
described below.
By voter referendum held on November 2, 1992, the Florida Constitution was
amended by adding a subsection which, in effect, limits the annual increases
in assessed just value of homestead property to the lesser of (1) three
percent of the assessment for the prior year, or (2) the percentage change in
the Consumer Price Index, as described and calculated in such amendment. The
amendment further provides that (1) no assessment shall exceed just value,
(2) after any change of ownership of homestead property or upon termination
of homestead status, such property shall be reassessed at just value as of
January 1 of the year following the year of sale or change of status, (3) new
homestead property shall be assessed at just value as of January 1 of the
year following the establishment of the homestead, and (4) changes,
additions, reductions or improvements to homestead property shall initially
be assessed as provided for by general law, and thereafter as provided in the
amendment. Pursuant to a Florida Supreme Court ruling on January 12, 1994,
the amendment became effective on January 1, 1995. Recently, the Joint
Legislative Management Committee, a record-keeping arm of the Florida
Legislature, completed a study analyzing the effect of this amendment on
property values and tax collections in Florida. The study concluded that
while the assessed values of homestead property within the State have been
lower due to the amendment, the impact on total property tax revenues for
local governments within the State has been small due to growth in the total
property tax base and the property tax revenues received with respect to
non-homestead property. It is expected that the amendment's impact will be
similar in future years.
At the November 8, 1994, general election, Florida voters approved an
amendment to the Florida Constitution which is commonly referred to as the
"Limitation On State Revenues Amendment." This amendment provides that state
revenues collected for any fiscal year shall be limited to state revenues
allowed under the amendment for the prior fiscal year plus an adjustment for
growth. Growth is defined as an amount equal to the average annual rate of
growth in Florida personal income over the most recent twenty quarters times
the state revenues allowed under the amendment for the prior fiscal year.
State revenues collected for any fiscal year in excess of this limitation are
required to be transferred to a budget stabilization fund until the fund
reaches the maximum balance specified in the amendment to the Florida
Constitution, and thereafter is required to be refunded to taxpayers as
provided by general law. The limitation on state revenues imposed by the
amendment may be increased by the Legislature, by a two-thirds vote in each
house. This amendment took effect on January 1, 1995, and was first
applicable to the State's fiscal year 1995-96. This amendment has had no
impact for the inital two state fiscal years following the effective date of
the
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amendment, as State revenues were substantially below the constitutionally
imposed limitation. It is projected that State revenues for the next few
fiscal years also will not exceed the applicable revenue limitations.
Estimates or projections beyond such period cannot be made with any certainty
at this time.
MASSACHUSETTS SERIES
Between 1982 and 1988 The Commonwealth of Massachusetts had a strong
economy which was evidenced by low unemployment and high personal income
growth as compared to national trends. The Commonwealth experienced a
significant economic slowdown from 1988 through 1992, with particular
deterioration in the construction, real estate, insurance, financial and
manufacturing sectors, including certain high technology areas. Economic
activity has since improved and led to improvements in the housing industry
and employment rates. Unemployment had risen to 8.5% in 1992, as compared to
a national average of 7.4%; but decreased to 5.1% at the end of fiscal 1995
and further decreased to 4.1% at the end of fiscal 1996. At the end of fiscal
1997, the Massachusetts unemployment rate was 3.7% as compared to the
national rate of 4.7%.
The recent economic growth has resulted in a progressive growth of state
tax revenues since 1993. Tax revenues for fiscal year 1998 are currently
projected to be approximately 2.6% above fiscal year 1997. The Commonwealth
had a budgetary deficit for fiscal year 1989 and 1990 of $466.4 million and
$1,362.7 billion respectively. Deficits were avoided in fiscal 1991 and 1992,
and a surplus was achieved in 1993, 1994, 1995 and 1996. In 1992, Standard &
Poor's and Moody's raised their ratings of the Commonwealth's general
obligation bonds from BBB and Baa1, respectively, to A and A, respectively
and Standard & Poor's further raised such ratings to A+ in 1993. Currently,
the Commonwealth's general obligation bonds are rated A1 and AAby Moody's
and Standard & Poor's, respectively. From time to time, the rating agencies
may further change their ratings in response to budgetary matters or other
economic indicators. Growth of tax revenues in the Commonwealth is limited by
law. Effective July 1, 1990, limitations were placed on the amount of direct
bonds the Commonwealth could have outstanding in a fiscal year, and the
amount of the total appropriation in any fiscal year that may be expended for
debt service on general obligation debt of the Commonwealth (other than
certain debt incurred to pay the fiscal 1990 deficit and certain Medicaid
reimbursement payments for prior fiscal years) was limited to ten percent.
Moreover, Massachusetts local governmental entities are subject to certain
limitations on their taxing power that could affect their ability or the
ability of the Commonwealth to meet their respective financial obligations.
If either Massachusetts or any of its local governmental entities is
unable to meet its financial obligations, the income derived by the
Massachusetts Series, the Series' net asset value, the Series' ability to
preserve or realize capital appreciation or the Series' liquidity could be
adversely affected.
For a more detailed discussion of the Commonwealth of Massachusetts
economic factors, see the Statement of Additional Information.
MICHIGAN SERIES
The information set forth below is derived from official statements
prepared in connection with the issuance of obligations of the State of
Michigan and other sources that are generally available to investors,
including the State of Michigan Comprehensive Annual Financial Reports for
the fiscal years ended September 30, 1995 and 1996. The information is
provided as general information intended to give a recent historical
description and is not intended to indicate further or continuing trends in
the financial or other positions of the State of Michigan. Such information
constitutes only a brief summary, relates primarily to the
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State of Michigan, does not purport to include details relating to all
potential issuers within the State of Michigan whose securities may be
purchased by the Michigan Series and does not purport to be a complete
description.
The principal sectors of Michigan's economy are durable goods
manufacturing (including automobile and office equipment manufacturing),
tourism and agriculture. Employment of Michigan's labor force in durable
goods manufacturing has dropped from 33% in 1960 to 15.8% in 1996. This was a
decrease from the level of 16.4% in 1995. Moreover, manufacturing (including
auto-related manufacturing) continues to be an important part of Michigan's
economy. Those industries are highly cyclical and are expected to operate at
somewhat less than full capacity in 1998. Historically, during periods of
economic decline or slow economic growth, the cyclical nature of those
industries has adversely affected the revenue streams of Michigan and its
political subdivisions because it has adversely impacted certain tax sources,
particularly sales taxes, income taxes and single business taxes.
The State reports its financial condition using generally accepted
accounting principles. Michigan's fiscal year begins on October 1 and ends on
September 30 of the following year.
Michigan ended fiscal years 1994-95, 1995-96 and 1996-97 with General Fund
surpluses of $67.4 million, $91.3 million and $53.3 million, respectively. In
fiscal years 1994-95 and 1995-96, the State of Michigan made deposits into
its Counter-Cyclical Budget and Economic Stabilization Fund (BSF), those
being in the amounts of $377.8 million and $150.5 million, respectively. The
unreserved balances for the BSF as of the end of fiscal years 1994-95 and
1995-96 were $1,083.4 million and $1,173.4 million, respectively.
The Michigan Legislature has adopted the budget for fiscal year 1997-98.
As of January 22, 1997, general obligation bonds of the State of Michigan
were rated "AA" by Standard and Poor's Ratings Services, "Aa" by Moody's
Investors Service and "AA" by Fitch Investors Service. To the extent that the
portfolio of the Michigan Series is comprised of revenue obligations of the
State of Michigan or revenue or general obligations of local governments or
State or local authorities, rather than general obligations of the State of
Michigan, ratings on such components of the Michigan Series will be different
from those given to the general obligations of the State of Michigan and
their value may be independently affected by economic factors not directly
impacting the State.
For a more detailed discussion of the State of Michigan economic factors,
see the Statement of Additional Information.
MINNESOTA SERIES
The information set forth below is derived from official statements
prepared in connection with the issuance of obligations of the State of
Minnesota and other sources that are generally available to investors. The
information is provided as general information intended to give a recent
historical description and is not intended to indicate further or continuing
trends in the financial or other positions of the State of Minnesota. Such
information constitutes only a brief summary, relates primarily to the State
of Minnesota, does not purport to include details relating to all potential
issuers within the State of Minnesota whose securities may be purchased by
the Minnesota Series, and does not purport to be a complete description.
The State of Minnesota has experienced certain budgeting and financial
problems since 1980.
In February 1992 the Commissioner of Finance estimated the Accounting
General Fund balance at June 30, 1993, at negative $569 million. The balance
at June 30, 1995, was projected at negative $1.75 billion.
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The 1992 Legislature reduced expenditures by $262 million for the biennium
ending June 30, 1993, enacted revenue measures expected to increase revenue
by $149 million, and reduced the budget reserve by $160 million to $240
million.
After the Legislature adjourned in April 1992, the Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1993, at $2.4
million, and projected the balance at June 30, 1995, at negative $837
million. A November 1992 forecast estimated the balance at June 30, 1993, at
positive $217 million and projected the balance at June 30, 1995, at negative
$769 million.
A March 1993 forecast projected an Accounting General Fund balance at June
30, 1995, at negative $163 million out of a budget for the biennium of
approximately $16.7 billion, and estimated a balance at June 30, 1997, at
negative $1.6 billion out of a budget of approximately $18.7 billion.
The 1993 Legislature authorized $16.519 billion in spending for the
1993-1995 biennium, an increase of 13.0 percent from 1991-1993 expenditures.
Resources for the 1993-1995 biennium were projected to be $16.895 billion,
including $657 million carried forward from the previous biennium. The
$16.238 billion in projected non-dedicated and dedicated revenues was 10.3
percent greater than in the previous biennium and included $175 million from
revenue measures enacted by the 1993 Legislature. The Legislature increased
the health care provider tax to raise $79 million, transferred $39 million
into the Accounting General Fund and improved collection of accounts
receivable to generate $41 million.
After the Legislature adjourned in May 1993, the Commissioner of Finance
estimated that at June 30, 1995, the Accounting General Fund balance would be
$16 million and the budget reserve, as approved by the 1993 Legislature,
would be $360 million. The Accounting General Fund balance at June 30, 1993,
was $463 million.
The Commissioner of Finance, in a November 1993 forecast, estimated the
Accounting General Fund balance at June 30, 1995, at $430 million, due to
projected increases in revenues and reductions in expenditures, and the
balance at June 30, 1997, at $389 million. The Commissioner recommended that
the budget reserve be increased to $500 million. He estimated that if current
laws and policies continued unchanged, revenue would grow 7.7 percent and
expenditures 6.0 percent in the 1995-1997 biennium.
A March 1994 forecast projected an Accounting General Fund balance at June
30, 1995, at $623 million, principally due to a projected $235 million
increase in revenues to $16.6 billion for the biennium. The balance at June
30, 1997, was estimated to be $247 million.
The 1994 Legislature provided for a $500 million budget reserve;
appropriated to school districts $172 million to allow the districts, for
purposes of state aid calculations, to reduce the portion of property tax
collections that the school districts must recognize in the fiscal year
during which they receive the property taxes; increased expenditures $184
million; and increased expected revenues $4 million.
Of the $184 million in increased expenditures, criminal justice
initiatives totaled $45 million, elementary and higher education $31 million,
environment and flood relief $18 million, property tax relief $55 million,
and transit $11 million. A six-year strategic capital budget plan was adopted
with $450 million in projects financed by bonds supported by the Accounting
General Fund. Other expenditure increases total $16.5 million.
Included in the expected revenue increase of $4 million were comformity
with federal tax changes to increase revenues $27.5 million, a sales tax
phasedown on replacement capital equipment and miscellaneous sales tax
exemptions decreasing revenues $17.3 million, and other measures decreasing
revenues $6.2 million.
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After the Legislature adjourned in May 1994, the Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1995, at $130
million.
The Commissioner of Finance, in a November 1994 forecast, estimated the
Accounting General Fund balance at June 30, 1995, at $268 million, due to
projected increases in revenues and decreases in expenditures, and the
balance at June 30, 1997, at $190 million.
A February 1995 forecast projected an Accounting General Fund balance at
June 30, 1995, at $383 million, due to a $93.5 million increase in projected
revenues and a $21.0 million decrease in expenditures. The balance at June
30, 1997, was projected at $250 million.
The 1995 Legislature authorized $18.220 billion in spending for the
1995-1997 biennium, an increase of $1.395 billion, 8.3 percent, from
1993-1995 expenditures. Resources for the 1995-1997 biennium were projected
to be $18.774 billion, including $921 million carried forward from the
previous biennium.
The Legislature authorized 7.1 percent more spending for elementary and
secondary education in the 1995-1997 biennium than in 1993-1995, 0.9 percent
more in local government aids, 14.2 percent more for health and human
services, 2.3 percent more for higher education, and 25.1 percent more for
corrections. The Legislature set the budget reserve at $350 million and
established a supplementary reserve of $204 million in view of predicted
federal cutbacks.
After the Legislature adjourned in May 1995, the Commissioner of Finance
estimated that at June 30, 1997, the Accounting General Fund balance would be
zero. The Accounting General Fund balance at June 30, 1995, was $481 million.
The Commissioner of Finance, in a November 1995 forecast, estimated the
Accounting General Fund balance at June 30, 1997, at $824 million, due to a
$490 million increase in revenues from those projected in May 1995, a $199
million reduction in projected expenditures, and a $135 million increase in
the amount carried forward from the 1993-1995 biennium. An improved national
economic outlook increased projected net sales tax revenue $257 million and
reduced projected human services expenditures $231 million. The Commissioner
estimated the Accounting General Fund balance at June 30, 1999, at negative
$28 million.
Only $15 million of the $824 million projected 1995-1997 surplus was
available for spending. The statutes requires that an additional $15 million
be placed in the supplementary budget reserve, and an additional $794 million
must be appropriated to school districts to allow the districts, for purposes
of state aid calculations, to eliminate the 48 percent of property tax
collections that the school districts must recognize in the fiscal year
during which they receive the property taxes.
A February 1996 forecast projected an Accounting General Fund balance at
June 30, 1997, at $873 million, due to a $104 million increase in projected
revenues, a $19 million increase in expenditures, and a $36 million reduction
in the June 30, 1995, ending balance. The amount available for spending
increased from $15 million to $64 million.
In February 1996, the Commissioner of Finance estimated the Accounting
General Fund balance at June 30, 1999, at $54 million.
The 1996 Legislature reduced the State of Minnesota's commitment to
eliminate the so-called school recognition shift. The 1995 Legislature had
voted to allow school districts, for purposes of state aid calculations, to
eliminate the 48 percent of property tax collections that the school
districts must recognize in the fiscal year during which they receive the
property taxes. The 1996 Legislature raised the percentage for the 1995-1997
biennium from zero to 7 percent, saving the State $116 million.
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The 1996 Legislature increased expenditures $130 million, including $37
million for elementary education and youth development; $14 million for
higher education; $17 million for health systems and human services reforms;
$16 million for public safety and criminal justice; and $36 million for
transportation, environment and technology. The Legislature also approved
$614 million in capital projects to be funded by general obligation bonds and
appropriations and increased expected revenues $5 million.
After the Legislature adjourned in April 1996, the Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1997, at $1
million. The Accounting General Fund balance at June 30, 1996, was $445
million.
The Commissioner of Finance, in a November 1996 forecast, estimated the
Accounting General Fund balance at June 30, 1997, at $793 million, due to a
$646 million increase in revenues from those projected in April 1996, a $209
million reduction in expenditures, and $63 million in other changes. The
longest period of national economic growth since World War II, through
mid-1999, was forecast. Individual income taxes were forecast to be $427
million more than projected in April 1996, and sales taxes $81 million more.
Of the $209 million reduction in forecast expenditures, $199 million were
health and human services expenditures.
Existing statutes require the first $114 million of the forecast balance
to be dedicated to a new education aid reserve for use in the 1997-1999
biennium. Another $157 million must be used to increase from 85 to 90 percent
the portion of state aid to school districts that is paid in the fiscal year
during which the districts become entitled to the aid.
In November 1996, the Commissioner of Finance estimated the Accounting
General Fund balance at June 30, 1999, at $1.4 billion.
A February 1997 forecast projected an Accounting General Fund balance at
June 30, 1997, at $866 million (after taking into account the $114 million
and $157 million items referred to above), due to a $236 million increase in
projected revenues and a $108 million decrease in expenditures. The balance
at June 30, 1999, was projected at $1.7 billion.
The 1997 Legislature, in a regular session and June and August special
sessions, authorized $20.924 billion in spending for the 1997-1999 biennium,
an increase of $2.231 billion, or 11.8 percent, from 1995-1997 expenditures.
Resources for the 1997-1999 biennium were projected to be $21.946 billion,
including $1.630 billion carried forward from the previous biennium.
The Legislature authorized 14.8 percent more spending for elementary and
secondary education spending in the 1997-1999 biennium than in 1995-1997,
17.6 percent more for health and human services, 12.5 percent more in local
government aids, 10.7 percent more for higher education, and 0.3 percent more
for all other expenditures. The Legislature set the General Fund budget
reserve at $522 million. The cash flow account was set at $350 million, and a
property tax reform reserve account of $46 million was created for future
restructuring of the property tax system. Other reserves totaled $72 million.
After the Legislature adjourned its second special session in August 1997,
the Commissioner of Finance estimated that at June 30, 1999, the Accounting
General Fund balance would be positive $32 million. The Accounting General
Fund balance at June 30, 1997 was an estimated $861 million.
The Commissioner of Finance, in a November 1997 forecast, estimated the
Accounting General Fund balance at June 30, 1999, at $1.360 billion, $1.328
billion more than estimated after the 1997 legislature adjourned, due to a
$729 million increase in projected revenues, a $256 million reduction in
projected expenditures, $21 million increase in dedicated reserves, and a
$364 million increase in the projected amount
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carried forward from the 1995-1997 biennium. Higher than anticipated
individual income tax payments were the major source of $272 million in
additional revenues in the first half of 1997, and human services savings
were the principal source of $92 million in reduced expenditures. The
Commissioner estimated the Accounting General Fund balance at June 30, 2001,
at $1.284 billion.
Only $453 million of the $1.360 billion projected 1997-1999 surplus was
available for spending. The statutes allocate the first $81 million of the
forecast balance to fund K-12 education tax credits and deductions enacted in
1997. Sixty percent of the remainder plus interest, $826 million, is added to
a property tax reform account.
The State of Minnesota has no obligation to pay any bonds of its political
or governmental subdivisions, municipalities, governmental agencies, or
instrumentalities. The creditworthiness of local general obligation bonds is
dependent upon the financial condition of the local government issuer, and
the creditworthiness of revenue bonds is dependent upon the availability of
particular designated revenue sources or the financial conditions of the
underlying obligors. Although most of the bonds owned by the Minnesota Series
are expected to be obligations other than general obligations of the State of
Minnesota itself, there can be no assurance that the same factors that
adversely affect the economy of the State generally will not also affect
adversely the market value or marketability of such other obligations, or the
ability of the obligors to pay the principal of or interest on such
obligations.
At the local level, the property tax base has recovered after its growth
was slowed in many communities in the early 1990s by an overcapacity in
certain segments of the commercial real estate market. Local finances are
also affected by the amount of State aid that is made available. Further,
various of the issuers within the State of Minnesota, as well as the State of
Minnesota itself, whose securities may be purchased by the Minnesota Series,
may now or in the future be subject to lawsuits involving material amounts.
It is impossible to predict the outcome of these lawsuits. Any losses with
respect to these lawsuits may have an adverse impact on the ability of these
issuers to meet their obligations.
Legislation enacted in 1995 provides that it is the intent of the
Minnesota Legislature that interest income on obligations of Minnesota
governmental units, and exempt-interest dividends that are derived from
interest income on such obligations, be included for Minnesota income tax
purposes in the net income of resident individuals, among others, if it is
judicially determined that the exemption by Minnesota of such interest or
such exempt-interest dividends unlawfully discriminates against interstate
commerce because interest income on obligations of governmental issuers
located in other states, or exempt-interest dividends derived from such
obligations, is so included. This provision applies to taxable years that
begin during or after the calendar year in which such judicial decision
becomes final, regardless of the date on which the obligations were issued,
and other remedies apply for previous taxable years. The United States
Supreme Court in 1995 denied certiorari in a case in which an Ohio State
Court upheld an exemption for interest income on obligations of Ohio
governmental issuers, even though interest income on obligations of non-Ohio
governmental issuers was subject to tax. In 1997, the United States Supreme
Court denied certiorari in a subsequent case from Ohio involving the same
taxpayer and the same issue, in which the Ohio Supreme Court refused to
reconsider the merits of the case on the ground that the previous final state
court judgment barred any claim arising out of the transaction that was the
subject of the previous action. It cannot be predicted whether a similar case
will be brought in Minnesota or elsewhere, or what the outcome of such case
would be. Should an adverse decision be rendered, the value of the securities
purchased by the Minnesota Series might be adversely affected, and the value
of the shares of the Minnesota Series might also be adversely affected.
The State's bond ratings in July 1997 were Aaa by Moody's, AAA by S&P, and
AAA by Fitch's. Economic difficulties and the resultant impact on State and
local government finances may adversely affect the market
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value of obligations in the portfolio of the Minnesota Series or the ability
of respective obligors to make timely payment of the principal and interest
on such obligations.
NEW JERSEY SERIES
The portfolio of the New Jersey Series contains different issues of debt
obligations issued by or on behalf of the State of New Jersey (the "State")
and counties, municipalities and other political subdivisions and other
public authorities thereof or by the Government of Puerto Rico or the
Government of Guam or by their respective authorities. Investment in the New
Jersey Series should be made with an understanding that the value of the
underlying Portfolio may decline with increases in interest rates.
Prospective investors should consider the recent financial difficulties and
pressures which the State of New Jersey and certain of its public authorities
have undergone.
The New Jersey State Constitution prohibits the legislature from making
appropriations in any fiscal year in excess of the total revenue on hand and
anticipated. A debt or liability that exceeds 1% of total appropriations for
the year is also prohibited, unless it is in connection with a refinancing to
produce a debt service savings or it is approved at a general election. Such
debt must be authorized by law and applied to a single specified object or
work. These Constitutional provisions do not apply to debt incurred because
of war, insurrection or emergencies caused by disaster.
Pursuant to Article VIII, Section II, par. 2 of the New Jersey
Constitution, no monies may be drawn from the State Treasury except for
appropriations made by law. In addition, the monies for the support of State
government and all State purposes, as far as can be ascertained, must be
provided for in one general appropriation law covering one and the same
fiscal year.
In addition to the Constitutional provisions, the New Jersey statutes
contain provisions concerning the budget and appropriation system. Under
these provisions, each unit of the State requests an appropriation from the
Director of the Division of Budget and Accounting, who reviews the budget
requests and forwards them with her recommendations to the Governor. The
Governor then transmits a recommended expenditures and sources of anticipated
revenue to the legislature, which reviews the Governor's Budget Message and
submits an appropriation bill to the Governor for his signature by July 1 of
each year. At the time of signing the bill, the Governor may revise
appropriations or anticipated revenues. That action can be reversed by a
two-thirds vote of each House. No supplemental appropriation may be enacted
after adoption of the act, except where there are sufficient revenues on hand
or anticipated, as certified by the Governor, to meet the appropriation.
Finally, the Governor may, during the course of the year, prevent the
expenditure of various appropriations when revenues are below those
anticipated or when any such expenditure is determined not to be in the best
interest of the State.
Reflecting the economic downturn recently affecting the Northeast, the
rate of unemployment in the State rose from a low of 3.6 percent during the
first quarter of 1989 to a recessionary peak of 8.5% during 1992. Since then,
the unemployment rate fell to an average of 6.2% in 1996 and 5.5% for the six
month period from January, 1997 through June, 1997.
For the recovery period as a whole, May, 1992 to June, 1997, hiring has
been reported by food stores, wholesale distributors, trucking and
warehousing firms, security and commodity brokers, business and
engineering/management firms, hotel/hotel-casinos, social service agencies
and health care providers other than hospitals. Employment growth was
particularly strong in business services and its personnel supply component
with increases of 17,300 and 7,500 respectively.
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After an average annual manufacturing job loss of 33,500 from 1989 through
1992, New Jersey's factory job losses fell to 13,300 and 7,300 during 1993
and 1994 respectively. During 1995 and 1996, however, manufacturing job
losses increased to 10,100 and 13,900, reflecting a slowdown in national
manufacturing production activity.
In the construction industry, employment has risen by 18,600 since a low
in May, 1992, driven until 1996 primarily by increased homebuilding and
nonresidential projects. During 1996, public works and homebuilding were
growth segments while nonresidential construction decreased but remained
positive. Nonresidential construction, measured by contract awards, grew
19.64% in 1994, 3.0% in 1995, 7% in 1996 and 45.8% in the first five months
of 1997 compared with the same period in 1996. Residential construction
contracts increased 17.1% for the first five months of 1997 compared to the
same period of 1996, and nonbuilding or infrastructure contracts rose 64.0%
during this period. Based on these increases, total construction contracts,
comparing the first five months of 1996 and 1997, rose 41.0%.
The rising economic trend has contributed to steady retail growth from
1992 through 1996, including a 3.8% increase from 1995 to 1996. Retail trade
employment has risen by 49,000 jobs since the low point in May, 1992 with a
job increase from December, 1996 to June, 1997 of 8,700.
The outlook for continuing increases in consumer spending is cautiously
optimistic for New Jersey based on increasing employment levels, a low
jobless rate and a higher than national level of per capita personal income.
The State's 1998 Fiscal Year budget became law on June 30, 1997, and the
1999 Fiscal Year budget will become law on June 30, 1998. Of the $17,953.3
that the Governor has recommended for appropriation in Fiscal Year 1999 from
the General Fund, the Property Tax Relief Fund, the Gubernatorial Elections
Fund, the Casino Control Fund and the Casino Revenue Fund, the following
appropriations have been recommended for the following purposes: (i) $7,410.7
million (41.3%) for State Aid to Local Governments ("State Aid"), (ii)
$5,139.1 million (28.6%) for Grants-in-Aid, (iii) $4,279.5 million (23.8%)
for Direct State Services, (iv) $506.1 million (2.8%) for Debt Service on
State general obligation bonds and (v) $617.9 million (3.5%) for Capital
Construction.
The largest recommended appropriation included in the State Aid category,
in the amount of $5,863.0 million, is for elementary and secondary education
programs including $2,749.3 million for core curriculum standards, $302.7
million for early childhood aid, $255.3 million for Abbott v. Burke Parity
Remedy aid (see litigation discussion below), $262.6 million for pupil
transportation aid, $648.9 million for special education, $74.1 million for
nonpublic school aid and $94.9 million for debt service on school bonds.
Also, a new State Aid appropriation of $50.0 for facilities improvements is
recommended to be funded from a portion of an increase in State cigarette
taxes. Additional significant recommendations affecting schools include
$158.8 million for supplemental core curriculum standards aid, $187.7 million
for demonstrably effective program aid and $917.2 million to assist school
districts with their contributory share of the social security and teachers'
pensions and benefits programs.
Other recommended appropriations in the State Aid category include $836.6
million for the Department of Community Affairs, $756.1 million for
Consolidated Municipal Property Tax Relief, $16.7 million for housing
programs, $33.0 million for block grant programs, $30.0 million for
discretionary aid, $272.7 million for welfare programs, $78.0 million for
county mental hospitals, $50.0 million for matching funds to local
governments for open space preservation and $0.8 million for other aid.
Recommended State Aid appropriations to the Department of Treasury of $228.7
million would be used for aid to county colleges ($159.8 million); the cost
of property tax deductions and exemptions for senior citizens, disabled
persons and veterans ($53.6 million); and the State contribution to the
Consolidated Police and Firemen's Pension Fund ($14.3 million).
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The second largest category of recommended appropriations, after State
Aid, is for Direct State Services ($4,279.50). Amounts appropriated for this
category will be used to support the operation of 16 departments of State
government (recommended by the Governor to be reduced to 15), the Executive
Office, several commissions, the State Legislature and the Judiciary.
At any given time, there are various numbers of claims and cases pending
against the State. State agencies and employees, seeking recovery of monetary
damages that are primarily paid out of the fund created pursuant to the Tort
Claims Act, N.J.S.A. 59:1-1 et seq. In addition, at any given time there are
various contract and other claims against the State and State agencies,
including environmental claims arising from the alleged disposal of hazardous
wastes, seeking recovery of monetary damages. The State is unable to estimate
its exposure for these claims and cases. An independent study estimated an
aggregate potential exposure of $90,800,000 for tort claims pending, as of
June 30, 1996. Moreover, New Jersey is involved in a number of other lawsuits
in which adverse decisions could materially affect revenue or expenditures.
Such cases include challenges to the Pension Board Financing Act of 1997
authorizing the issuance of bonds to finance the State's accrued unfunded
pension liabilities. Plaintiffs' time to appeal an adverse summary judgement
decision has not yet run.
Other such lawsuits include actions challenging assessments made upon
property and casualty liability insurers doing business in New Jersey
pursuant to the Fair Automobile Insurance Reform Act; a suit challenging the
constitutionality on Federal Commerce Clause grounds, of certain hazardous
and solid waste licensure renewal fees collected by the Department of
Environmental Protection; litigation related to compliance with prior State
court orders related to the closure of spending gaps among school districts
within the State including rural school districts seeking the same relief
afforded poor urban school districts; a class action challenging the
treatment of prisoners with serious mental disorders confined within the
State Department of Corrections system; two separate suits alleging violation
of environmental laws resulting from alleged contamination existing at the
State-owned Liberty State Park and from certain soil shipments made to that
Park in connection with the I-287 wetlands mitigation project; an action
challenging the State's application of the "spousal impoverishment
provisions" of the Medicare Catastrophic Coverage Act governing the treatment
of income and resources available to the "community" spouse when an
institutionalized spouse seeks to establish Medicare eligibility; a challenge
by 18 New Jersey hospitals to the State's Medicaid reimbursement procedures;
a series of challenges to the construction and issuance of bonds to construct
an Atlantic City road and tunnel project including challenges based on
alleged violations of (i) State constitutional provisions limiting the use of
certain revenues, (ii) federal securities law disclosure requirements and
(iii) certain federal and State environmental requirements; a breach of
contract and civil rights action brought against the State by Medicare part B
service providers who seek reimbursement for Medicare co-insurance and
deductibles not paid by the State Medicaid program from 1988 to February 10,
1995; a suit brought by a private resource recovery facility owner and
operator against the State Department of Environmental Protection and others,
including the Camden County Pollution Control Financing Authority ("CCPCFA"),
seeking a halt to the County's solid waste reprocurement process pending
clarification of bid specifications with a crossclaim against the State
brought by CCPCFA; a challenge on the State constitutional grounds to the
"family cap" provisions of the State Work First New Jersey Act brought on
behalf of all persons who did not receive an increase in certain welfare
benefits because of the cap.
As of February, 1996, the State's bond ratings were AA+ by S&P and Fitch
and Aa1 by Moody's.
NEW YORK SERIES
Since the New York Series concentrates its investments in New York
tax-exempt securities, the Fund is affected by any political, economic or
regulatory developments affecting the ability of New York tax-exempt
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issuers to pay interest or repay principal. Investors should be aware that
certain issuers of New York tax-exempt securities have experienced serious
financial difficulties in recent years. A reoccurrence of these difficulties
may impair the ability of certain New York issuers to maintain debt service
on their obligations.
The fiscal stability of New York State (the "State") is related to the
fiscal stability of the State's municipalities, its Agencies and Authorities
(which generally finance, construct and operate revenue-producing public
benefit facilities). This is due in part to the fact that Agencies,
Authorities and local governments in financial trouble often seek State
financial assistance. The experience has been that if New York City (the
"City") or any of the Agencies or Authorities suffers serious financial
difficulty, both the ability of the State, the City, the State's political
subdivisions, the Agencies and the Authorities to obtain financing in the
public credit markets and the market price of outstanding New York tax-exempt
securities are adversely affected.
Over the long term, the State and City face potential economic problems.
The City accounts for a large portion of the State's population and personal
income, and the City's financial health affects the State in numerous ways.
The City continues to require significant financial assistance from the
State. The City depends on State aid both to enable the City to balance its
budget and to meet its cash requirements. The State could also be affected by
the ability of the City to market its securities successfully in the public
credit markets.
The economic and financial condition of the State also may be affected by
various financial, social, economic and political factors. Such factors can
be very complex, may vary from fiscal year to fiscal year and are frequently
the result of actions taken not only by the State and its agencies and
instrumentalities, but also by entities, such as the Federal government, that
are not under the control of the State.
On January 13, 1992, Standard & Poor's reduced its ratings on the State's
general obligation bonds from A to A-and, in addition, reduced its ratings on
the State's moral obligation, lease purchase, guaranteed and contractual
obligation debt. Standard & Poor's also continued its negative rating outlook
assessment on State general obligation debt. On August 28, 1997, Standard &
Poor's revised its ratings on the State's general obligation bonds from A-to
A and, in addition, revised its ratings on the State's moral obligation,
lease purchase, guaranteed and contractual obligation debt. On April 26,
1993, Standard & Poor's revised the rating outlook assessment to stable. On
February 14, 1994, Standard & Poor's raised its outlook to positive and, on
August 5, 1996, confirmed its A-rating. On January 6, 1992, Moody's reduced
its ratings on outstanding limited-liability State lease purchase and
contractual obligations from A to Baa1. On February 10, 1997, Moody's
confirmed its A2 rating on the State's general obligation long-term
indebtedness.
For a more detailed discussion of New York economic factors, see the
Statement of Additional Information.
The summary information furnished above and in the Statement of Additional
Information is based on official statements relating to offerings of New York
issuers of municipal securities on or prior to September 29, 1997 with
respect to offerings of the State and September 30, 1997 with respect to
offerings of the City, and it does not purport to be a complete description
of the considerations contained therein. No representation is made as to the
accuracy of such information.
OHIO SERIES
Although manufacturing (including auto-related manufacturing) in Ohio
remains an important part of the State's economy, the greatest growth in
employment in Ohio in recent years, consistent with national trends, has been
in the non-manufacturing area. Ohio ranked fourth in the nation in 1991 gross
state product derived from manufacturing. Manufacturing was 26.3% of Ohio's
gross state product compared to 17.1% of that total
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being from "services". As a result, economic activity in Ohio, as in many
other industrially developed states, tends to be more cyclical than in some
other states and in the nation as a whole. Agriculture also is an important
segment of the economy in the State. With 14.2 million acres (of a total land
area of 26.4 million acres) in farm land and an estimated 75,000 individual
farms, it is by many measures Ohio's leading industry, contributing nearly
$5.7 billion to the State's economy each year. This represents 13.5% of the
total output, 15.9% of the total employment (approximately 935,000 jobs) and
11% of the value-added products produced in the State. Gross farm income
alone amounted in 1994 to just over $5.4 billion. In 1994, Ohio exported over
approximately $1 billion in farm products (primarily soybeans and related soy
products, and feed grains). The State has instituted several programs to
provide financial assistance to farmers.
Ohio continues as a major "headquarters" state. Of the top 500 individual
corporations (industrial, commercial and service) based on 1995 sales as
reported in 1996 by Fortune magazine, 30 had headquarters in Ohio, placing
Ohio sixth as a "headquarters" state.
Payroll employment in Ohio, in the diversifying employment base, showed a
steady upward trend until 1979, then decreased until 1982. It reached a high
in the summer of 1993 after a slight decrease in 1992, then decreased
slightly and reached a new high in 1996. Growth in recent years has been
concentrated among non-manufacturing industries, with manufacturing
employment tapering off since its 1969 peak. Non-manufacturing industries now
employ approximately 78.9% of all non-agricultural payroll workers in Ohio.
Consistent with the Ohio constitutional provision that no appropriation
may be made for a period longer than two years, the State operates on the
basis of a fiscal biennium for its appropriations and expenditures. Under
current law that biennium for operating purposes runs from July 1 in an
odd-numbered year to June 30 in the next odd-numbered year; for example, the
current fiscal biennium began July 1, 1995 and ends June 30, 1997.
The Ohio Constitution imposes a duty on the General Assembly to "provide
for raising revenue, sufficient to defray the expenses of the state, for each
year, and also a sufficient sum to pay the principal and interest as they
become due on the state debt." The State is effectively precluded by law from
ending a Fiscal Year or a biennium in a "deficit" position. State borrowing
to meet casual deficits or failures in revenues or to meet expenses not
otherwise provided for is limited by the Ohio Constitution to $750,000.
Most State operations are financed through the general revenue fund (GRF),
with personal income and sales-use taxes being the major GRF sources,
totalling $5.8 billion and $4.9 billion in 1996, respectively.
The Ohio Revised Code provides that if the Governor ascertains that the
available revenue receipts and balances for the GRF or other funds for the
then current Fiscal Year will in all probability be less than the
appropriations for the year, he shall issue such orders to State agencies as
will prevent their expenditures and incurred obligations from exceeding those
revenue receipts and balances. The Governor implemented this directive in
some prior years, including Fiscal Years 1992 and 1993. There is no present
constitutional limit on the rates of State-levied taxes and excises, except
for taxes on intangible property. At present the State itself does not levy
any ad valorem taxes on real or tangible personal property. Those taxes are
levied by local political subdivisions. The Ohio Constitution limits the
amount of ad valorem property taxes that may be levied by local political
subdivisions in the aggregate, without a vote of the electors or a municipal
charter provision, to 1% of the true value, and statutes further limit the
amount of the aggregate levy, without a vote or charter provision, to 10
mills per $1 of assessed valuation.
The GRF ending (June 30) fund balance is typically reduced during less
favorable national economic periods and then increases during more favorable
economic periods. For example, following the 1974-75
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nationwide recession the 1977 GRF ending fund balance was $21.6 million. The
balance (without assistance from any significant tax rate increases) was
$245.7 million in 1979, and then, paralleling the national economic
situation, was at the significantly lower amount of $200 million in 1981.
Aided by tax increases and other actions, the 1983 GRF ending fund balance
was $43.6 million. Recent biennium GRF ending fund balances were $475.1
million in 1989, $135.3 million in 1991, and $111 million in 1993. For the
Biennium ended June 30, 1995, the GRF fund balance was $928 million. Of that
amount, $70 million was retained in the GRF and $850 million was transferred
to various other State funds, including $535.2 million to the Budget
Stabilization Fund (BSF).
The GRF appropriations bill for the 1996-97 biennium was passed on June
28, 1995, and promptly signed, with selective vetoes, by the Governor. The
act provides for total GRF biennial expenditures of approximately $33.5
billion, an increase over those for the 1994-95 fiscal biennium. The
following are examples of higher authorized GRF biennial expenditures in
major programs: mental health and mental retardation 4.8%; primary and
secondary education 15.4%; human service 9.5%; justice and corrections 28%;
and higher education 13.1%.
Necessary GRF debt service and lease-rental appropriations for the entire
biennium were requested in the Governor's budget proposal and incorporated in
the related appropriations bill as introduced, and in the bill's versions as
passed by the House and the Senate and in the act as passed and signed. The
same is true for the separate Department of Transportation, Department of
Public Safety, and Bureau of Workers' Compensation appropriations acts,
containing lease-rental appropriations for certain DOT, DPS and BWC projects
financed by the Ohio Building Authority.
Although revenue obligations of the State or its political subdivisions
may be payable from a specific project or source, including lease rentals,
there can be no assurance that, as in any state, future economic difficulties
and the resulting impact on State and local government finances will not
adversely affect the market value of the Bonds in the portfolio of the Ohio
Series or the ability of the respective obligors to make timely payments of
principal and interest on such Bonds.
The June 30, 1996 ending fund balance in the GRF was $781 million, which
was higher than forecast. Of that amount, $100 million was transferred to a
fund for a school computer network and $30 million was transferred to a new
transportation infrastructure fund.
In 1981, a Budget Stabilization Fund (BSF) was created for purposes of
cash and budgetary management. In 1992, the entire balance of the BSF was
transferred to the GRF. In 1993, $21 million was deposited to the BSF, and an
additional $260.3 million was deposited in 1994, and $535.2 in 1995, giving
the BSF a current balance of approximately $828.3 million.
As of the date of this discussion, the General Assembly was in the process
of considering a budget for the 1998-99 fiscal biennium beginning July 1,
1997, the details of which were uncertain.
Litigation contesting the Ohio system of school funding for violation of
various provisions of the Ohio Constitution is pending. In these proceedings,
the trial court has adopted findings of fact and conclusions of law,
including conclusions that certain provisions of current Ohio law violate the
Ohio Constitution. In August, 1995, a court of appeals reversed these
findings and the case is now pending on appeal to the Ohio Supreme Court.
Litigation is also pending in federal district court challenging the former
Medicaid eligibility rules that were applied between 1990 and 1995 by the
Ohio Department of Human Services in the case of married couples where one
spouse lived in a nursing home and the other spouse resided in the community.
If the plaintiffs in that action are ultimately successful, it is estimated
that the State could be required to incur additional obligations of as much
as $240 million. At this time, the outcome of such litigation is uncertain.
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The summary information furnished above is based on official statements
prepared by the State of Ohio in connection with its borrowings and contains
such information as the Fund deems relevant in considering an investment in
the Fund. It does not purport to be a complete description of the
considerations contained therein.
PENNSYLVANIA SERIES
Presented below and in the Statement of Additional Information is
information concerning the Commonwealth of Pennsylvania (the "Commonwealth")
and certain issuers within the Commonwealth. Such information is based
principally on information drawn from recent official statements relating to
securities offerings by the Commonwealth and does not purport to be a
complete description of such issuers or factors that could adversely affect
them. The Investment Manager has not independently verified such information;
however, it has no reason to believe that such information is not correct in
all material respects. This information does not cover all municipal issuers
within the Commonwealth whose securities may be purchased by the Fund.
Investment Securities
The Pennsylvania Series will invest principally in Commonwealth and
Commonwealth-related obligations and obligations of local government units in
the Commonwealth and obligations of related authorities. Some additional
information regarding such issuers is set forth in the Statement of
Additional Information. The market value and marketability of the obligations
of the Commonwealth and, though generally to a lesser extent, the
Commonwealth-related obligations and the local governmental unit and related
authority obligations generally will be affected by economic conditions
affecting the Commonwealth and litigation matters which may adversely affect
the Commonwealth. The market value and marketability of obligations of
issuers other than the Commonwealth may also be affected by more localized
economic changes, changes affecting the particular revenue stream supporting
such obligations and related litigation matters.
The City of Philadelphia has been experiencing financial difficulties in
recent years, as a result of which Moody's and S&P lowered their ratings of
City of Philadelphia general obligations below investment grade. City of
Philadelphia general obligations will not be purchased as an investment
security for the Pennsylvania Series until the ratings of such obligations
meet the criteria for the Pennsylvania Series.
General Socio-Economic and Economic Information Regarding the Commonwealth
The Commonwealth is the fifth most populous state (ranking behind
California, New York, Texas and Florida) with a population of approximately
12 million for the last ten years. The Commonwealth is the headquarters for
many major corporations. It has been historically identified as a heavy
industry state although that reputation has changed over the last 30 years as
the industrial composition of the Commonwealth diversified when the coal,
steel and railroad industries began to decline. The major new sources of
growth in the Commonwealth are in the service sector, including trade,
medical and health services, education and financial institutions.
Manufacturing employment has fallen from 18.8% of non-agricultural employment
in 1992 to 17.5% in 1996, while service sector employment has increased from
29.4% of non-agricultural employment in 1991 to 31.1% in 1995. From 1983 to
1990, the Commonwealth's annual average unemployment rate dropped from 11.8%
to 5.4% (below the national average for each of the years from 1986). In 1995
and 1996, the average annual unemployment rates for the Commonwealth were
5.9% and 5.3%, respectively, compared to rates of 5.6% and 5.4% for the
United States for such years.
The Commonwealth utilizes the fund method of accounting. For purposes of
governmental accounting, a "fund" is defined as an independent fiscal and
accounting entity with a self-balancing set of accounts, for the
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purpose of carrying on specific activities or attaining certain objectives in
accordance with the fund's special regulations, restrictions or limitations.
In the Commonwealth, funds are established by legislative enactment or in
certain cases by administrative action.
The General Fund, the Commonwealth's largest fund, receives all tax
revenues, non-tax revenues and federal grants and entitlements that are not
specified by law to be deposited elsewhere. The majority of the
Commonwealth's operating and administrative expenses are payable from the
General Fund. Debt service on all Commonwealth obligations, except those
issued for highway purposes or for the benefit of other special revenue
funds, is payable from the General Fund.
Revenues in the General Fund include all tax receipts, license and fee
payments, fines, penalties, interest and other revenues of the Commonwealth
not specified to be deposited elsewhere or not restricted to a specific
program or expenditure and federal revenues. Taxes levied by the Commonwealth
are the most significant source of revenues in the General Fund. The major
tax sources for the General Fund are the sales tax, which accounted for $6.04
billion or 34.9% of General Fund tax revenues in fiscal 1997, the personal
income tax, which accounted for $5.74 billion or 33.2% of 1997 General Fund
tax revenues, and the corporate taxes which accounted for $2.65 billion or
15.3% of tax revenues. Federal revenues are those federal receipts which pay
or reimburse the Commonwealth for funds disbursed for federally assisted
programs.
The primary expenditures of the General Fund are for education ($7.03
billion in fiscal 1997) and public health and welfare ($5.7 billion).
The Constitution and laws of the Commonwealth require all payments from
the General Fund, with the exception of refunds of taxes, licenses, fees and
other charges, to be made only by duly enacted appropriations. Amounts
appropriated from the General Fund may not exceed its actual and estimated
revenues for the fiscal year plus any surplus available. Appropriations are
generally made for one fiscal year and are returned to the unappropriated
surplus of the fund (a lapse) if not spent or encumbered by the end of the
fiscal year. The Commonwealth's fiscal year begins July 1 and ends June 30.
(Fiscal 1997 refers to the fiscal year ending June 30, 1997.)
For the five year period fiscal 1992 through fiscal 1996, total revenues
and other resources rose at a 4.6 percent average annual rate while total
expenditures and other uses grew by 6.0 percent annually.
Program areas having the largest increase in costs for the fiscal 1992 to
fiscal 1996 period were for protection of persons and property, due to an
expansion of state prisons. Recently, efforts to control costs of public
health and welfare programs have resulted in expenditure increases of 5.6
percent for the five year period.
The Constitution requires tax and fee revenues relating to motor fuels and
vehicles to be used for highway purposes, and the tax revenues relating to
aviation fuels to be used for aviation purposes. Accordingly, all such
revenues, except the revenues from one-half cent per gallon of the liquid
fuels tax which are deposited in the Liquid Fuels Tax Fund for distribution
to local municipalities, are placed in the Motor License Fund, as are most
federal aid revenues designated for transportation programs. Operating and
administrative costs for the Department of Transportation and other
Commonwealth departments conducting transportation related programs,
including the highway patrol activities of the Pennsylvania State Police, are
also paid from the Motor License Fund. Debt service on bonds issued by the
Commonwealth for highway purposes is payable from the Motor License Fund.
Other special revenue funds have been established by law to receive
specified revenues that are appropriated to specific departments, boards
and/or commissions for payment of their operating and
49
<PAGE>
administrative costs. Such funds include the Game, Fish, Boating, Banking
Department, Milk Marketing, State Farm Products Show, State Racing and State
Lottery Funds. Some of these special revenue funds are required to transfer
excess revenues to the General Fund and some receive funding, in addition to
their specified revenues, through appropriations from the General Fund.
In 1986, the General Assembly created the Tax Stabilization Reserve Fund
and provided for its initial funding from General Fund appropriations. Income
for this fund comes from annual appropriations of money from other
Commonwealth funds and investment earnings. The Tax Stabilization Reserve
Fund is to be used for emergencies threatening the health, safety or welfare
of citizens or to offset unanticipated revenue shortfalls due to economic
downturns. Assets of this fund may be used upon recommendation by the
Governor and an approving vote by two-thirds of the members of each house of
the General Assembly.
The State Lottery Fund is a special revenue fund for the receipt of
lottery ticket sales and lottery licenses and fees. Its revenues, after
payment of prizes, are dedicated to paying the operational and administrative
costs of the lottery and the costs of programs benefiting the elderly in
Pennsylvania.
The Commonwealth maintains trust and agency funds which are used to
administer funds received pursuant to a specific bequest or as an agent for
other governmental units or individuals.
Enterprise funds are maintained for departments or programs operated like
private enterprises. The largest of these funds is the State Stores Fund
which is used for the receipts and disbursements of the Commonwealth's liquor
store system. Sale and distribution of all liquor within Pennsylvania is a
government enterprise.
Information regarding certain Pennsylvania issuers of investment
securities may be found in the Statement of Additional Information.
50
<PAGE>
THE DEAN WITTER FAMILY OF FUNDS
MONEY MARKET FUNDS
Dean Witter California Tax-Free Daily Income Trust
Dean Witter Liquid Asset Fund Inc.
Dean Witter New York Municipal Money Market Trust
Dean Witter Tax-Free Daily Income Trust
Dean Witter U.S. Government Money Market Trust
EQUITY FUNDS
Dean Witter American Value Fund
Dean Witter Balanced Growth Fund
Dean Witter Capital Appreciation Fund
Dean Witter Capital Growth Securities
Dean Witter Developing Growth Securities Trust
Dean Witter Dividend Growth Securities Inc.
Dean Witter European Growth Fund Inc.
Dean Witter Financial Services Trust
Dean Witter Fund of Funds
Dean Witter Global Dividend Growth Securities
Dean Witter Global Utilities Fund
Dean Witter Health Sciences Trust
Dean Witter Income Builder Fund
Dean Witter Information Fund
Dean Witter International SmallCap Fund
Dean Witter Japan Fund
Dean Witter Market Leader Trust
Dean Witter Mid-Cap Growth Fund
Dean Witter Natural Resource Development
Securities Inc.
Dean Witter Pacific Growth Fund Inc.
Dean Witter Precious Metals and Minerals Trust
Dean Witter Special Value Fund
Dean Witter S&P 500 Index Fund
Dean Witter Utilities Fund
Dean Witter Value-Added Market Series
Dean Witter World Wide Investment Trust
Morgan Stanley Dean Witter Competitive Edge Fund,
"Best Ideas" Portfolio
ASSET ALLOCATION FUNDS
Dean Witter Global Asset Allocation Fund
Dean Witter Strategist Fund
FIXED-INCOME FUNDS
Dean Witter Balanced Income Fund
Dean Witter California Tax-Free Income Fund
Dean Witter Convertible Securities Trust
Dean Witter Diversified Income Trust
Dean Witter Federal Securities Trust
Dean Witter Global Short-Term Income Fund Inc.
Dean Witter Hawaii Municipal Trust
Dean Witter High Yield Securities Inc.
Dean Witter Intermediate Income Securities
Dean Witter Intermediate Term
U.S. Treasury Trust
Dean Witter Limited Term Municipal Trust
Dean Witter Multi-State Municipal Series Trust
Dean Witter New York Tax-Free Income Fund
Dean Witter Short-Term Bond Fund
Dean Witter Short-Term U.S. Treasury Trust
Dean Witter Tax-Exempt Securities Trust
Dean Witter U.S. Government Securities Trust
Dean Witter World Wide Income Trust
DEAN WITTER RETIREMENT SERIES
American Value Series
Capital Growth Series
Dividend Growth Series
Global Equity Series
Intermediate Income Securities Series
Liquid Asset Series
Strategist Series
U.S. Government Money Market Series
U.S. Government Securities Series
Utilities Series
Value-Added Market Series
ACTIVE ASSETS ACCOUNT PROGRAM
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust
Active Assets Money Trust
Active Assets Tax-Free Trust
<PAGE>
Dean Witter
Multi-State Municipal Series Trust
Two World Trade Center
New York, New York 10048
TRUSTEES
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Wayne E. Hedien
Dr. Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive Officer
Barry Fink
Vice President, Secretary and General Counsel
James F. Willison
Vice President
Thomas F. Caloia
Treasurer
CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
Dean Witter Trust FSB
Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
INVESTMENT MANAGER
Dean Witter InterCapital Inc.
Dean Witter
Multi-State
Municipal
Series Trust
Prospectus
March 23, 1998
<PAGE>
DEAN WITTER
MULTI-STATE
MUNICIPAL SERIES TRUST
STATEMENT OF ADDITIONAL INFORMATION
MARCH 23, 1998
- -----------------------------------------------------------------------------
Dean Witter Multi-State Municipal Series Trust (the "Fund") is an
open-end, non-diversified management investment company currently consisting
of ten separate series: the Arizona Series, the California Series, the
Florida Series, the Massachusetts Series, the Michigan Series, the Minnesota
Series, the New Jersey Series, the New York Series, the Ohio Series and the
Pennsylvania Series (the "State Series"). The investment objective of each
Series is to provide a high level of current income exempt from both federal
and the designated State income taxes consistent with the preservation of
capital. Each Series seeks to achieve its investment objective by investing
principally in investment grade tax-exempt securities of municipal issuers in
the designated State. See "Investment Practices and Policies."
A Prospectus for the Fund dated March 23, 1998, which provides the basic
information you should know before investing in the Fund, may be obtained
without charge from the Fund at the address or telephone numbers listed below
or from the Fund's Distributor, Dean Witter Distributors Inc., or from Dean
Witter Reynolds Inc. at any of its branch offices. This Statement of
Additional Information is not a Prospectus. It contains information in
addition to and more detailed than that set forth in the Prospectus. It is
intended to provide additional information regarding the activities and
operations of the Fund, and should be read in conjunction with the
Prospectus.
Dean Witter
Multi-State Municipal Series Trust
Two World Trade Center
New York, New York 10048
(212) 392-2550 or
(800) 869-NEWS
<PAGE>
TABLE OF CONTENTS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
The Fund and its Management............... 3
Trustees and Officers..................... 6
Investment Practices and Policies ........ 12
Investment Restrictions................... 34
Portfolio Transactions and Brokerage ..... 36
Purchase of Fund Shares................... 37
Shareholder Services...................... 41
Redemptions and Repurchases............... 44
Dividends, Distributions and Taxes ....... 44
Performance Information................... 47
Shares of the Fund........................ 50
Custodian and Transfer Agent.............. 51
Independent Accountants................... 51
Reports to Shareholders................... 51
Validity of Shares of Beneficial
Interest................................. 51
Legal Counsel............................. 51
Experts................................... 51
Registration Statement.................... 52
Appendix.................................. 53
Financial Statements--November 30, 1997 .. 57
</TABLE>
2
<PAGE>
THE FUND AND ITS MANAGEMENT
- -----------------------------------------------------------------------------
THE FUND
The Fund is a trust of the type commonly known as a "Massachusetts
business trust" and was organized under the laws of the Commonwealth of
Massachusetts on October 29, 1990.
THE INVESTMENT MANAGER
Dean Witter InterCapital Inc. (the "Investment Manager" or
"InterCapital"), whose address is Two World Trade Center, New York, New York
10048, is the Fund's Investment Manager. InterCapital is a wholly-owned
subsidiary of Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"), a
Delaware corporation. In an internal reorganization which took place in
January, 1993, InterCapital assumed the investment advisory, administrative
and management activities previously performed by the InterCapital Division
of Dean Witter Reynolds Inc. ("DWR"), a broker-dealer affiliate of
InterCapital. (As hereinafter used in this Statement of Additional
Information, the terms "InterCapital" and "Investment Manager" refer to DWR's
InterCapital Division prior to the internal reorganization and to Dean Witter
InterCapital Inc. thereafter. The daily management of the Fund is conducted
by or under the direction of officers of the Fund and of the Investment
Manager, subject to review by the Fund's Trustees. Information as to these
Trustees and Officers is contained under the caption "Trustees and Officers".
The Investment Manager is also the investment manager of the following
management investment companies: Active Assets Money Trust, Active Assets
Tax-Free Trust, Active Assets California Tax-Free Trust, Active Assets
Government Securities Trust, Dean Witter Liquid Asset Fund Inc., InterCapital
Income Securities Inc., Dean Witter High Yield Securities Inc., Dean Witter
Tax-Free Daily Income Trust, Dean Witter Developing Growth Securities Trust,
Dean Witter Tax-Exempt Securities Trust, Dean Witter Natural Resource
Development Securities Inc., Dean Witter Dividend Growth Securities Inc.,
Dean Witter American Value Fund, Dean Witter U.S. Government Money Market
Trust, Dean Witter Variable Investment Series, Dean Witter World Wide
Investment Trust, Dean Witter Select Municipal Reinvestment Fund, Dean Witter
U.S. Government Securities Trust, Dean Witter California Tax-Free Income
Fund, Dean Witter New York Tax-Free Income Fund, Dean Witter Convertible
Securities Trust, Dean Witter Federal Securities Trust, Dean Witter
Value-Added Market Series, High Income Advantage Trust, High Income Advantage
Trust II, High Income Advantage Trust III, Dean Witter Government Income
Trust, InterCapital Insured Municipal Bond Trust, InterCapital Quality
Municipal Investment Trust, Dean Witter Utilities Fund, Dean Witter
Strategist Fund, Dean Witter California Tax-Free Daily Income Trust, Dean
Witter World Wide Income Trust, Dean Witter Intermediate Income Securities,
Dean Witter Capital Growth Securities, Dean Witter European Growth Fund Inc.,
Dean Witter Precious Metals and Minerals Trust, Dean Witter New York
Municipal Money Market Trust, Dean Witter Global Short-Term Income Fund Inc.,
Dean Witter Pacific Growth Fund Inc., Dean Witter Short-Term U.S. Treasury
Trust, InterCapital Insured Municipal Trust, InterCapital Quality Municipal
Income Trust, InterCapital Insured Municipal Income Trust, InterCapital
California Insured Municipal Income Trust, InterCapital Insured Municipal
Securities, InterCapital Insured California Municipal Securities, Dean Witter
Diversified Income Trust, Dean Witter Health Sciences Trust, Dean Witter
Retirement Series, InterCapital Quality Municipal Securities, InterCapital
California Quality Municipal Securities, InterCapital New York Quality
Municipal Securities, Dean Witter Global Dividend Growth Securities, Dean
Witter Limited Term Municipal Trust, Dean Witter Short-Term Bond Fund, Dean
Witter Global Utilities Fund, Dean Witter International Small Cap Fund, Dean
Witter Mid-Cap Growth Fund, Dean Witter Select Dimensions Investment Series,
Dean Witter Global Asset Allocation Fund, Dean Witter Balanced Income Fund,
Dean Witter Balanced Growth Fund, Dean Witter Hawaii Municipal Trust, Dean
Witter Capital Appreciation Fund, Dean Witter Information Fund, Dean Witter
Intermediate Term U.S. Treasury Trust, Dean Witter Japan Fund, Dean Witter
Income Builder Fund, Dean Witter Special Value Fund, Dean Witter Financial
Services Trust, Dean Witter Market Leader Trust, Dean Witter S&P 500 Index
Fund, Dean Witter Fund of Funds, Morgan Stanley Dean Witter Competitive Edge
Fund -- "Best Ideas" Portfolio, Morgan Stanley Dean Witter Growth Fund,
Municipal Income Trust, Municipal Income Trust II, Municipal Income Trust
III, Municipal Income Opportunities Trust, Municipal Income Opportunities
Trust II, Municipal Income Opportunities Trust III, Prime Income Trust and
Municipal Premium Income Trust. The foregoing investment
3
<PAGE>
companies, together with the Fund, are collectively referred to as the Dean
Witter Funds. In addition, Dean Witter Services Company Inc. ("DWSC"), a
wholly-owned subsidiary of InterCapital, serves as manager for the following
companies for which TCW Funds Management, Inc. is the investment adviser:
TCW/DW North American Government Income Trust, TCW/DW Latin American Growth
Fund, TCW/DW Income and Growth Fund, TCW/DW Small Cap Growth Fund, TCW/DW
Total Return Trust, TCW/DW Mid-Cap Equity Trust, TCW/DW Global Telecom Trust,
TCW/DW Emerging Markets Opportunities Trust, TCW/DW Term Trust 2000, TCW/DW
Term Trust 2002 and TCW/DW Term Trust 2003 (the "TCW/DW Funds"). InterCapital
also serves as: (i) administrator of The BlackRock Strategic Term Trust Inc.,
a closed-end investment company; and (ii) sub-administrator of MassMutual
Participation Investors and Templeton Global Governments Income Trust,
closed-end investment companies; and (iii) investment advisor of Offshore
Dividend Growth Fund and Offshore Money Market Fund, mutual funds established
under the laws of the Cayman Islands and available only to investors who are
participants in DWR's International Active Assets Account Program and are
neither citizens nor residents of the United States.
Pursuant to an Investment Management Agreement (the "Agreement") with the
Investment Manager, the Fund has retained the Investment Manager to manage
the investment of the Fund's assets, including the placing of orders for the
purchase and sale of portfolio securities. The Investment Manager obtains and
evaluates such information and advice relating to the economy, securities
markets, and specific securities as it considers necessary or useful to
continuously manage the assets of the Fund in a manner consistent with its
investment objective.
Under the terms of the Agreement, in addition to managing the Fund's
investments, the Investment Manager maintains certain of the Fund's books and
records and furnishes, at its own expense, such office space, facilities,
equipment, clerical help and bookkeeping and certain legal services as the
Fund may reasonably require in the conduct of its business, including 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 addition, the Investment Manager pays the
salaries of all personnel, including officers of the Fund, who are employees
of the Investment Manager. The Investment Manager also bears the cost of
telephone service, heat, light, power and other utilities provided to the
Fund.
Each Series pays all expenses incurred in its operation and a portion of
the Fund's general administration expenses allocated on the basis of asset
size of the respective Series. Expenses not expressly assumed by the
Investment Manager under the Agreement or by the distributor of the Fund's
shares, Dean Witter Distributors Inc. ("Distributors" or the "Distributor")
(see "Purchase of Fund Shares"), will be 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 (see "Purchase of Fund Shares"); charges
and expenses of any registrar; custodian, stock transfer and dividend
disbursing agent; brokerage commissions; taxes; engraving and printing of
share certificates; registration costs of the Series and its shares under
federal and state securities laws; the cost and expense of printing,
including typesetting, and distributing Prospectuses and Statements of
Additional Information of the Series and supplements thereto to the Series'
shareholders; all expenses of shareholders' and trustees' meetings and of
preparing, printing and mailing of proxy statements and reports to
shareholders; fees and travel expenses of trustees or members of any advisory
board or committee who are not employees of the Investment Manager or any
corporate affiliate of the Investment Manager; all expenses incident to any
dividend, withdrawal or redemption options; charges and expenses of any
outside service used for pricing of the Fund's shares; fees and expenses of
legal counsel, including counsel to the trustees who are not interested
persons of the Fund or of the Investment Manager (not including compensation
or expenses of attorneys who are employees of the Investment Manager) and
independent accountants; membership dues of industry associations; interest
on Series' 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 relating thereto
(depending upon the nature of the legal claim, liability or lawsuit, the
costs of litigation, payment of legal
4
<PAGE>
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.
As full compensation for the services and facilities furnished to the Fund
and expenses of the Fund assumed by the Investment Manager, each Series of
the Fund pays the Investment Manager monthly compensation calculated daily by
applying the annual rate of 0.35% to the daily net assets of that Series.
During the fiscal years ended November 30, 1991 and 1992, the Investment
Manager had undertaken to assume all expenses (except the 12b-1 fee and
brokerage fees) with respect to each Series of the Fund. During the fiscal
year ended November 30, 1993, and during a portion of the fiscal year ended
November 30, 1994 (December 1, 1993 to January 1, 1994) the Investment
Manager continued to waive management fees and assume expenses, with respect
to each Series of the Fund, to the extent they exceeded 0.50% of the daily
net assets of each respective Series. Additionally, during a portion of the
fiscal year ended November 30, 1994 and during the fiscal years ended 1995
and 1996, the Investment Manager continued to waive management fees and
assume expenses with respect to the Massachusetts Series, Michigan Series,
Minnesota Series, New York Series and Ohio Series to the extent they exceeded
0.50% of the daily net assets of each respective Series. The aforementioned
waiver of fees and assumption of expenses continued until December 31, 1996.
During the fiscal year ended November 30, 1995, the Arizona Series,
California Series, Florida Series, Massachusetts Series, Michigan Series,
Minnesota Series, New Jersey Series, New York Series, Ohio Series and
Pennsylvania Series accrued to the Investment Manager under the Agreement
total compensation in the amounts of $173,132, $405,705, $253,653, $57,633,
$73,104, $37,712, $165,599, $52,047, $76,895 and $178,837, respectively.
During the fiscal year ended November 30, 1996, the Arizona Series,
California Series, Florida Series, Massachusetts Series, Michigan Series,
Minnesota Series, New Jersey Series, New York Series, Ohio Series and
Pennsylvania Series accrued to the Investment Manager under the Agreement
total compensation in the amounts of $165,968, $401,258, $249,499, $56,700,
$72,796, $36,759, $160,350, $48,928, $76,978, and $173,524. During the fiscal
year ended November 30, 1997, the Arizona Series, California Series, Florida
Series, Massachusetts Series, Michigan Series, Minnesota Series, New Jersey
Series, New York Series, Ohio Series and Pennsylvania Series accrued to the
Investment Manager under the Agreement total compensation in the amounts of
$152,041, $372,728, $235,241, $52,284, $69,676, $31,997, $150,967, $45,334,
$70,502 and $155,772, respectively.
The Agreement provides that in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations thereunder,
the Investment Manager is not liable to the Fund or any of its investors for
any act or omission by the Investment Manager or for any losses sustained by
the Fund or its investors. The Agreement in no way restricts the Investment
Manager from acting as investment manager or adviser to others.
The Agreement was initially approved by the Board of Trustees on February
21, 1997 and by the shareholders of each Series of the Fund at a Special
Meeting of Shareholders held on May 21, 1997. The Agreement is substantially
identical to a prior investment management agreement which was approved by
the Board of Trustees on October 30, 1992 and by the shareholders of each
Series of the Fund at a Special Meeting of Shareholders on January 12, 1993
and also is substantially identical to a prior investment management
agreement which was initially approved by the Trustees on December 11, 1990
(April 16, 1991 for the Arizona Series), by DWR as the then sole shareholder
on December 26, 1990 (April 17, 1991 for the Arizona Series) and by the
Shareholders of each Series of the Fund at a Special Meeting of Shareholders
held on June 24, 1992. The Agreement took effect on May 31, 1997 upon the
consummation of the merger of Dean Witter Discover & Co. with Morgan Stanley
Group Inc.
The Agreement may be terminated with respect to any Series, at any time,
without penalty, on thirty days' notice by the Trustees of the Fund, by the
holders of a majority of the outstanding shares of that Series, as defined in
the Investment Company Act of 1940, as amended (the "Act"), or by the
Investment Manager. The Agreement will automatically terminate in the event
of its assignment (as defined in the Act).
5
<PAGE>
Under its terms, the Agreement has an initial term ending April 30, 1999,
and will remain in effect from year to year thereafter with respect to each
Series, provided continuance of the Agreement is approved at least annually
by the vote of the holders of a majority of the outstanding shares of that
Series, as defined in the Act, or by the Trustees of the Fund; provided that
in either event such continuance is approved annually by the vote of a
majority of the Trustees of the Fund who are not parties to the Agreement or
"interested persons" (as defined in the Act) of any such party (the
"Independent Trustees"), which vote must be cast in person at a meeting
called for the purpose of voting on such approval.
Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and DWSC, DWSC began to provide the administrative services to
the Fund which were previously performed directly by InterCapital. On April
17, 1995, DWSC was reorganized in the State of Delaware, necessitating the
entry into a new Services Agreement by InterCapital and DWSC on that date.
The foregoing internal reorganizations did not result in any change in the
nature or scope of the administrative services being provided to the Fund or
any of the fees being paid by the Fund for the overall services being
performed under the terms of the existing Management Agreement.
The Fund has acknowledged that the name "Dean Witter" is a property right
of DWR. The Fund has agreed that DWR or its parent company may use, or at any
time permit others to use, the name "Dean Witter". The Fund has also agreed
that in the event the Agreement is terminated, or if the affiliation between
InterCapital and its parent is terminated, the Fund will eliminate the name
"Dean Witter" from its name if DWR or its parent company shall so request.
TRUSTEES AND OFFICERS
- -----------------------------------------------------------------------------
The Trustees and Executive Officers of the Fund, their principal business
occupations during the last five years and their affiliations, if any, with
InterCapital and with the 84 Dean Witter Funds and the 11 TCW/DW Funds are
shown below.
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -------------------------------------------------------------------
<S> <C>
Michael Bozic (57) Chairman and Chief Executive Officer of Levitz Furniture
Trustee Corporation (since November, 1995); Director or Trustee of the Dean
c/o Levitz Furniture Corporation Witter Funds; formerly President and Chief Executive Officer of
6111 Broken Sound Parkway, N.W. Hills Department Stores (May, 1991-July, 1995); formerly variously
Boca Raton, Florida Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears,
Roebuck and Co.; Director of Eaglemark Financial Services, Inc.,
the United Negro College Fund and Weirton Steel Corporation.
Charles A. Fiumefreddo* (64) Chairman, Chief Executive Officer and Director of InterCapital,
Chairman of the Board, President, Dean Witter Distributors Inc. ("Distributors") and DWSC; Executive
Chief Executive Officer and Trustee Vice President and Director of DWR; Chairman, Director or Trustee,
Two World Trade Center President and Chief Executive Officer of the Dean Witter Funds;
New York, New York Chairman, Chief Executive Officers and Trustee of the TCW/DW Funds;
Chairman and Director of Dean Witter Trust FSB ("DWT"); Director
and/or officer of various MSDWD subsidiaries.
6
<PAGE>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -------------------------------------------------------------------
Edwin J. Garn (65) Director or Trustee of the Dean Witter Funds; formerly United
Trustee States Senator (R-Utah)(1974-1992) and Chairman, Senate Banking
c/o Huntsman Corporation Committee (1980-1986); formerly Mayor of Salt Lake City, Utah
500 Huntsman Way (1971-1974); formerly Astronaut, Space Shuttle Discovery (April
Salt Lake City, Utah 12-19, 1985); Vice Chairman, Huntsman Corporation (since January,
1993); Director of Franklin Covey (time management systems) and
John Alden Financial Corp.; (health insurance), United Space
Alliance (joint venture between Lockheed Martin and Boeing Company)
and Nuskin Asia Pacific (multilevel marketing); Member of the board
of various civic and charitable organizations.
John R. Haire (73) Chairman of the Audit Committee and Chairman of the Committee of
Trustee the Independent Directors or Trustees and Director or Trustee of
Two World Trade Center the Dean Witter Funds; Chairman of the Audit Committee and Chairman
New York, New York of the Committee of the Independent Trustees and Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989), Chairman and Chief Executive Officer of Anchor
Corporation, an Investment Adviser (1964-1978).
Wayne E. Hedien (64) Retired, Director or Trustee of the Dean Witter Funds; Director of
Trustee The PMI Group, Inc. (private mortgage insurance); Trustee and Vice
c/o Gordon Altman Butowsky Chairman of The Field Museum of Natural History; formerly
Weitzen Shalov & Wein associated with the Allstate Companies (1966-1994), most recently
Counsel to the Independent Directors as Chairman of The Allstate Corporation (March, 1993-December,
114 West 47th Street 1994) and Chairman and Chief Executive Officer of its wholly-owned
New York, New York subsidiary, Allstate Insurance Company (July, 1989-December, 1994);
director of various other business and charitable organizations.
Dr. Manuel H. Johnson (49) Senior Partner, Johnson Smick International, Inc., a consulting
Trustee firm; Co-Chairman and a founder of the Group of Seven Council
c/o Johnson Smick International, Inc. (G7C), an international economic commission; Director or Trustee of
1133 Connecticut Avenue, N.W. the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Washington, D.C. NASDAQ (since June, 1995); Director of Greenwich Capital Markets
Inc. (broker-dealer); Chairman and Trustee of the Financial
Accounting Foundation (oversight organization for the Financial
Accounting Standards Board); formerly Vice Chairman of the Board of
Governors of the Federal Reserve System (February, 1986-August,
1990) and Assistant Secretary of the U.S. Treasury (1982-1986).
Michael E. Nugent (61) General Partner, Triumph Capital, L.P., a private investment
Trustee partnership (since April, 1988); Director or Trustee of the Dean
c/o Triumph Capital, L.P. Witter Funds; Trustee of the TCW/DW Funds; formerly Vice President,
237 Park Avenue Bankers Trust Company and BT Capital Corporation (1984-1988);
New York, New York Director of various business organizations.
7
<PAGE>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -------------------------------------------------------------------
Philip J. Purcell* (54) Chairman of the Board of Directors and Chief Executive Officer of
Trustee MSDWD, DWR and Novus Credit Services Inc.; Director of
1585 Broadway InterCapital, DWSC and Distributors; Director or Trustee of the
New York, New York Dean Witter Funds; Director and/or officer of various MSDWD
subsidiaries.
John L. Schroeder (67) Retired; Director or Trustee of the Dean Witter Funds; Trustee of
Trustee the TCW/DW Funds; Director of Citizens Utilities Company; formerly
c/o Gordon Altman Butowsky Executive Vice President and Chief Investment Officer of the Home
Weitzen Shalov & Wein Insurance Company (August, 1991-September, 1995).
Counsel to the Independent Trustees
114 West 47th Street
New York, New York
Barry Fink (43) Senior Vice President (since March, 1997) and Secretary and General
Vice President, Secretary Counsel (since February, 1997) of InterCapital and DWSC; Senior
and General Counsel Vice President (since March, 1997) and Assistant Secretary and
Two World Trade Center Assistant General Counsel (since February, 1997) of Distributors;
New York, New York Assistant Secretary of DWR (since August, 1996); Vice President,
Secretary and General Counsel of the Dean Witter Funds and the
TCW/DW Funds (since February, 1997); previously First Vice
President (June, 1993-February, 1997), Vice President (until June,
1993) and Assistant Secretary and Assistant General Counsel of
InterCapital and DWSC and Assistant Secretary of the Dean Witter
Funds and the TCW/DW Funds.
James F. Willison (54) Senior Vice President of InterCapital; Vice President of various
Vice President Dean Witter Funds.
Two World Trade Center
New York, New York
Thomas F. Caloia (51) First Vice President and Assistant Treasurer of InterCapital and
Treasurer DWSC and Treasurer of the Dean Witter Funds and the TCW/DW Funds.
Two World Trade Center
New York, New York
</TABLE>
- ------------
* Denotes Trustees who are "interested persons" of the Fund, as defined in
the Act.
In addition, Mitchell M. Merin, President and Chief Strategic Officer of
InterCapital and DWSC, Executive Vice President of Distributors and DWT and
Director of DWT, Executive Vice President and Director of DWR and Director of
SPS Transaction Services, Inc. and various other MSDWD subsidiaries and
Robert M. Scanlan, President of InterCapital and Chief Operating Officer of
InterCapital and DWSC, Executive Vice President of Distributors and DWT and
Director of DWT, Joseph J. McAlinden, Executive Vice President and Chief
Investment Officer of InterCapital, DWSC, Distributors and DWT and Director
of DWT and Robert S. Giambrone, Senior Vice President of InterCapital, DWSC,
Distributors and DWT and a Director of DWT and Jonathan R. Page, Senior Vice
Presidents of InterCapital, and Katherine H. Stromberg, Joseph Arcieri and
Gerard Lian, Vice Presidents of InterCapital are Vice Presidents of the Fund.
In addition, Marilyn K. Cranney, First Vice President and Assistant General
Counsel of InterCapital and DWSC, and Lou Anne D. McInnis, Carsten Otto and
Ruth Rossi, Vice Presidents and Assistant General Counsels of InterCapital
and DWSC, and Frank Bruttomesso and Todd Lebo, Staff Attorneys with
InterCapital, are Assistant Secretaries of the Fund.
8
<PAGE>
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees consists of nine (9) trustees. These same
individuals also serve as directors or trustees for all of the Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of
this Statement of Additional Information, there are a total of 84 Dean Witter
Funds, comprised of 128 portfolios. As of February 28, 1998, the Dean Witter
Funds had total net assets of approximately $100.6 billion and more than five
million shareholders.
Seven Trustees (77% of the total number) have no affiliation or business
connection with InterCapital or any of its affiliated persons and do not own
any stock or other securities issued by InterCapital's parent company, MSDWD.
These are the "disinterested" or "independent" Trustees. The other two
Trustees (the "management Trustees") are affiliated with InterCapital. Four
of the seven independent Trustees are also Independent Trustees of the TCW/DW
Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The 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 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. During the calendar year ended December
31, 1997, the three Committees held a combined total of seventeen meetings.
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 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.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; reviewing the adequacy of
the Fund's system of internal controls; and preparing and submitting
Committee meeting minutes to the full Board.
Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect
to derivative investments, if any, made by the Fund.
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
9
<PAGE>
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 as
Chairman of the Committee of the Independent Trustees and the Audit Committee
of the TCW/DW Funds. The current Committee Chairman has had more than 35
years experience as a senior executive in the investment company industry.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN
WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of
separate groups of Independent Trustees arriving at conflicting decisions
regarding operations and management of the Funds and avoids the cost and
confusion that would likely ensue. Finally, having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Dean Witter Funds.
COMPENSATION OF INDEPENDENT TRUSTEES
The Fund pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the 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). If a Board
meeting and a Committee meeting, or more than one Committee meeting, take
place on a single day, the Trustees are paid a single meeting fee by the
Fund. 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.
10
<PAGE>
The following table illustrates the compensation paid to the Fund's
Independent Trustees by the Fund for the fiscal year ended November 30, 1997.
FUND COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE FUND
- --------------------------- ---------------
<S> <C>
Michael Bozic .............. $1,650
Edwin J. Garn .............. 1,850
John R. Haire .............. 3,800
Wayne E. Hedien ............ 482
Dr. Manuel H. Johnson ..... 1,800
Michael E. Nugent .......... 1,850
John L. Schroeder........... 1,850
</TABLE>
The following table illustrates the compensation paid to the Fund's
Independent Trustees for the calendar year ended December 31, 1997 for
services to the 84 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1997. 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. Mr.
Hedien's term as Director or Trustee of each Dean Witter Fund commenced on
September 1, 1997.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
COMMITTEES OF FOR SERVICE AS
INDEPENDENT CHAIRMAN OF TOTAL
FOR SERVICE DIRECTORS/ COMMITTEES OF COMPENSATION
AS DIRECTOR OR FOR SERVICE AS TRUSTEES AND INDEPENDENT PAID
TRUSTEE AND TRUSTEE AND AUDIT TRUSTEES FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 82 AND AUDIT 82 DEAN WITTER
NAME OF OF 82 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 FUNDS AND 14
INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS TCW/DW FUNDS TCW/DW FUNDS
- ---------------------- ----------------- ---------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ......... $133,602 -- -- -- $133,602
Edwin J. Garn ......... 149,702 -- -- -- 149,702
John R. Haire ......... 149,702 $73,725 $157,463 $25,350 406,240
Wayne E. Hedien ....... 39,010 -- 39,010
Dr. Manuel H. Johnson 145,702 71,125 -- -- 216,827
Michael E. Nugent .... 149,702 73,725 -- -- 223,427
John L. Schroeder...... 149,702 73,725 -- -- 223,427
</TABLE>
As of the date of this Statement of Additional Information, 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 Adopting
Fund, commencing as of his or her retirement date and continuing for the
remainder of his or her life, an annual retirement benefit (the "Regular
Benefit") equal to 25.0% of his or her Eligible Compensation plus 0.4166666%
of such Eligible Compensation for each full month of service as an
Independent Director or Trustee of any Adopting Fund in excess of five years
up to a maximum of 50.0% after ten years of service. The foregoing
percentages may be changed by the Board.(1) "Eligible Compensation" is
one-fifth of the total compensation earned by such Eligible Trustee
- ------------
(1) An Eligible Trustee may elect alternate payments of his or her
retirement benefits based upon the combined life expectancy of such
Eligible Trustee and his or her spouse on the date of such Eligible
Trustee's retirement. The amount estimated to be payable under this
method, through the remainder of the later of the lives of such
Eligible Trustee and spouse, will be the actuarial equivalent of the
Regular Benefit. In addition, the Eligible Trustee may elect that the
surviving spouse's periodic payment of benefits will be equal to either
50% or 100% of the previous periodic amount, an election that,
respectively, increases or decreases the previous periodic amount so
that the resulting payments will be the actuarial equivalent of the
Regular Benefit.
11
<PAGE>
for service to the Adopting Fund in the five year period prior to the date of
the Eligible Trustee's retirement. Benefits under the retirement program are
not secured or funded by the Adopting Funds.
The following table illustrates the retirement benefits accrued to the
Fund's Independent Trustees by the Fund for the fiscal year ended November
30, 1997 and by the 57 Dean Witter Funds (including the Fund) for the year
ended December 31, 1997, and the estimated retirement benefits for the Fund's
Independent Trustees, to commence upon their retirement, from the Fund as of
November 30, 1997 and from the 57 Dean Witter Funds as of December 31, 1997.
RETIREMENT BENEFITS FROM THE FUND AND ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED ANNUAL
RETIREMENT BENEFITS BENEFITS
ACCRUED AS EXPENSES UPON RETIREMENT(2)
---------------------- --------------------
ESTIMATED
CREDITED
YEARS ESTIMATED
OF SERVICE AT PERCENTAGE OF BY ALL FROM FROM ALL
RETIREMENT ELIGIBLE BY THE ADOPTING THE ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION FUND FUNDS FUND FUNDS
- --------------------------- --------------- --------------- -------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic .............. 10 50.0% $ 349 $ 20,499 $ 875 $ 47,025
Edwin J. Garn .............. 10 50.0 579 30,378 875 47,025
John R. Haire .............. 10 50.0 1,886 (19,823) (3) 2,250 127,897
Wayne E. Hedien ............ 9 42.5 0 0 794 39,971
Dr. Manuel H. Johnson ..... 10 50.0 234 12,832 875 47,025
Michael E. Nugent .......... 10 50.0 438 22,546 875 47,025
John L. Schroeder........... 8 41.7 669 39,350 729 39,504
</TABLE>
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1)
above.
(3) This number reflects the extension of Mr. Haire's term as Director or
Trustee until June 1, 1998.
As of the date of this Statement of Additional Information, the aggregate
number of shares of beneficial interest of the Fund owned by the Fund's
officers and Trustees as a group was less than 1 percent of the Fund's shares
of beneficial interest outstanding.
INVESTMENT PRACTICES AND POLICIES
- -----------------------------------------------------------------------------
PORTFOLIO SECURITIES
Taxable Securities. As discussed in the Prospectus, each Series of the
Fund may invest up to 20% of its total assets in taxable money market
instruments, tax-exempt securities of other states and municipalities and
futures and options. (This investment percentage is subject to applicable
state laws and may be limited further by specific requirements of certain
states. It is the intention of each Series to meet the applicable
requirements of the respective States. See "Dividends, Distributions and
Taxes--State Taxation" in the Prospectus.) Investments in taxable money
market instruments would generally be made under any one of the following
circumstances: (a) pending investment of proceeds of the sale of each Series'
shares or of portfolio securities, (b) pending settlement of purchases of
portfolio securities and (c) to maintain liquidity for the purpose of meeting
anticipated redemptions. Only those tax-exempt securities of other states
which satisfy the standards established for the tax-exempt securities of the
State Series may be purchased by each Series.
In addition, each Series may temporarily invest more than 20% of its total
assets in tax-exempt securities of other states and municipalities and
taxable money market instruments, in order to maintain a temporary
"defensive" posture when, in the opinion of the Investment Manager, it is
advisable to do so
12
<PAGE>
because of market conditions (the types of investments in which each Series
may invest when maintaining a temporary "defensive" position may be limited
by applicable State requirements). The types of taxable money market
instruments in which each Series may invest are limited to the following
short-term fixed-income securities (maturing in one year or less from the
time of purchase): (i) obligations of the United States Government, its
agencies, instrumentalities or authorities; (ii) commercial paper rated P-1
by Moody's Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's
Corporation ("S&P"); (iii) certificates of deposit of domestic banks with
assets of $1 billion or more; and (iv) repurchase agreements with respect to
portfolio securities.
Tax-Exempt Securities. As discussed in the Prospectus, under normal
conditions, at least 80% of the total assets of each Series will be invested
in securities, the interest on which is exempt from federal income taxes and
the income taxes of the designated State. The tax-exempt securities in which
each Series will invest include Municipal Bonds, Municipal Notes and
Municipal Commercial Paper. In regard to the Moody's and S&P ratings
discussed in the Prospectus, it should be noted that the ratings represent
the organizations' opinions as to the quality of the securities which they
undertake to rate and that the ratings are general and not absolute standards
of quality. For a description of Municipal Bond, Municipal Note and Municipal
Commercial Paper ratings by Moody's and S&P, see the Appendix to this
Statement of Additional Information.
The percentage and rating policies in the Prospectus apply at the time of
acquisition of a security based upon the last previous determination of the
Fund's net asset value; any subsequent change in any ratings by a rating
service or change in percentages resulting from market fluctuations or other
changes in the amount of total assets will not require elimination of any
security from the Fund's portfolio until such time as the Investment Manager
determines that it is practicable to sell the security without undue market
or tax consequences to the Fund. Therefore, the Fund may hold securities
which have been downgraded to ratings of Ba or BB or lower by Moody's or S&P.
Such securities are considered to be speculative investments.
Although certain quality standards are applicable at the time of purchase,
the Fund does not have any minimum quality rating standard for its downgraded
investments. As such, the Fund may continue to hold securities rated as low
as Caa, Ca or C by Moody's or CCC, CC, C or CI by S&P. However, such
investments may not exceed more than 5% of the total assets of any Series.
Bonds rated Caa or Ca by Moody's may already be in default on payment of
interest or principal, while bonds rated C by Moody's, their lowest bond
rating, can be regarded as having extremely poor prospects of ever attaining
any real investment standing. Bonds rated CI by S&P, their lowest Bond
rating, are no longer making interest payments.
The payment of principal and interest by issuers of certain Municipal
Obligations purchased by each Series may be guaranteed by letters of credit
or other credit facilities offered by banks or other financial institutions.
Such guarantees will be considered in determining whether a Municipal
Obligation meets the investment quality requirements of each Series. In
addition, some issues may contain provisions which permit the Fund, on behalf
of a Series, to demand from the issuer repayment of principal at some
specified period(s) prior to maturity.
Municipal Bonds. Municipal Bonds, as referred to in the Prospectus, are
debt obligations of a state, its cities, municipalities and municipal
agencies (all of which are generally referred to as "municipalities") which
generally have a maturity at the time of issue of one year or more, and the
interest from which is, in the opinion of bond counsel to the issuer at time
of original issuance, exempt from regular federal income tax. In addition to
these requirements, the interest from Municipal Bonds of the designated State
of each Series must be, in the opinion of bond counsel to the issuer at time
of original issuance, exempt from the regular personal income tax of that
State. These obligations are issued to raise funds for various public
purposes, such as construction of a wide range of public facilities, to
refund outstanding obligations and to obtain funds for general operating
expenses or to loan to other public institutions and facilities. In addition,
certain types of industrial development bonds and pollution control bonds are
issued by or on behalf of public authorities to provide funding for various
privately operated facilities.
13
<PAGE>
Municipal Notes. Municipal Notes are short-term obligations of
municipalities, generally with a maturity at the time of issuance ranging
from six months to three years, the interest from which is, in the opinion of
bond counsel to the issuer at time of original issuance, exempt from regular
federal income tax. In addition to those requirements, the interest from
Municipal Notes of the designated State of each Series must be, in the
opinion of bond counsel to the issuer at time of original issuance, exempt
from the regular personal income tax of that State. The principal types of
Municipal Notes include tax anticipation notes, bond anticipation notes,
revenue anticipation notes and project notes, although there are other types
of Municipal Notes, in which each Series may invest. Notes sold in
anticipation of collection of taxes, a bond sale or receipt of other revenues
are usually general obligations of the issuing municipality or agency.
Project Notes are issued by local agencies and are guaranteed by the United
States Department of Housing and Urban Development. Such notes are secured by
the full faith and credit of the United States Government.
Municipal Commercial Paper. Municipal Commercial Paper refers to
short-term obligations of municipalities the interest from which is, in the
opinion of bond counsel to the issuer at time of original issuance, exempt
from regular federal income tax. In addition to those requirements, the
interest from the Municipal Commercial Paper of the designated State of each
Series must be, in the opinion of bond counsel to the issuer at time of
original issuance, exempt from the regular personal income tax of that State.
Municipal Commercial Paper may be issued at a discount and is sometimes
referred to as Short-Term Discount Notes. Municipal Commercial Paper is
likely to be used to meet seasonal working capital needs of a municipality or
interim construction financing and to be paid from general revenues of the
municipality or refinanced with long-term debt. In most cases Municipal
Commercial Paper is backed by letters of credit, lending agreements, note
repurchase agreements or other credit facility agreements offered by banks or
other institutions.
The two principal classifications of Municipal Bonds, Notes and Commercial
Paper are "general obligation" and "revenue" bonds, notes or commercial
paper. General obligation bonds, notes or commercial paper are secured by the
issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Issuers of general obligation bonds, notes or
commercial paper include a state, its counties, cities, towns and other
governmental units. Revenue bonds, notes or commercial paper are payable from
the revenues derived from a particular facility or class of facilities or, in
some cases, from specific revenue sources. Revenue bonds, notes or commercial
paper are issued for a wide variety of purposes, including the financing of
electric, gas, water and sewer systems and other public utilities; industrial
development and pollution control facilities; single and multi-family housing
units; public buildings and facilities; air and marine ports; transportation
facilities such as toll roads, bridges and tunnels; and health and
educational facilities such as hospitals and dormitories. They rely primarily
on user fees to pay debt service, although the principal revenue source is
often supplemented by additional security features which are intended to
enhance the credit worthiness of the issuer's obligations. In some cases,
particularly revenue bonds issued to finance housing and public buildings, a
direct or implied "moral obligation" of a governmental unit may be pledged to
the payment of debt service. In other cases, a special tax or other charge
may augment user fees.
Issuers of Municipal Obligations are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors, such as the Federal Bankruptcy Act, and laws, if any, which may be
enacted by Congress or any state extending the time for payment of principal
or interest, or both, or imposing other constraints upon enforcement of such
obligations or upon municipalities to levy taxes. There is also the
possibility that as a result of litigation or other conditions the power or
ability of any one or more issuers to pay, when due, principal of and
interest on its, or their, Municipal Bonds, Municipal Notes and Municipal
Commercial Paper may be materially affected.
SPECIAL INVESTMENT CONSIDERATIONS
Because of the special nature of securities which are rated below
investment grade by national credit rating agencies ("lower-rated
securities"), the Investment Manager must take into account certain special
considerations in assessing the risks associated with such investments. For
example, as the lower-rated securities market is relatively new, its growth
has paralleled a long economic expansion and
14
<PAGE>
it has not weathered a recession in its present size and form. Therefore, an
economic downturn or increase in interest rates is likely to have a negative
effect on this market and on the value of the lower-rated securities held by
each Series of the Fund, as well as on the ability of the securities' issuers
to repay principal and interest on their borrowings.
The prices of lower-rated securities have been found to be less sensitive
to changes in prevailing interest rates than higher-rated investments, but
are likely to be more sensitive to adverse economic changes or individual
corporate developments. During an economic downturn or substantial period of
rising interest rates, highly leveraged issuers may experience financial
stress which would adversely affect their ability to service their principal
and interest payment obligations, to meet their projected business goals or
to obtain additional financing. If the issuer of a fixed-income security
owned by any Series defaults, the Series may incur additional expenses to
seek recovery. In addition, periods of economic uncertainty and change can be
expected to result in an increased volatility of market prices of lower rated
securities and a concomitant volatility in the net asset value per share of a
particular Series of the Fund. Moreover, the market prices of certain of the
portfolio securities of each Series which are structured as zero coupon
securities are affected to a greater extent by interest rate changes and
thereby tend to be more volatile than securities which pay interest
periodically and in cash (see "Dividends, Distributions and Taxes" for a
discussion of the tax ramifications of investment in such securities).
The secondary market for lower-rated securities may be less liquid than
the markets for higher quality securities and, as such, may have an adverse
effect on the market prices of certain securities. The limited liquidity of
the market may also adversely affect the ability of the Fund's Trustees to
arrive at a fair value for certain lower-rated securities at certain times
and could make it difficult for a Series to sell certain securities.
New laws and proposed new laws may have a potentially negative impact on
the market for lower-rated securities. For example, recent legislation
requires federally-insured savings and loan associations to divest their
investments in lower-rated securities. This legislation and other proposed
legislation may have an adverse effect upon the value of lower-rated
securities and a concomitant negative impact upon the net asset value per
share of a Series of the Fund.
Variable Rate Obligations. As stated in the Prospectus, each Series of the
Fund may invest in obligations of the type called "variable rate
obligations". The interest rate payable on a variable rate obligation is
adjusted either at predesignated periodic intervals or whenever there is a
change in the market rate of interest on which the interest rate payable is
based. Other features may include the right whereby the Fund may demand
prepayment of the principal amount of the obligation prior to its stated
maturity (a "demand feature") and the right of the issuer to prepay the
principal amount prior to maturity. The principal benefit of a variable rate
obligation is that the interest rate adjustment minimizes changes in the
market value of the obligation. The principal benefit to each Series of the
Fund of purchasing obligations with a demand feature is that liquidity, and
the ability of each Series of the Fund to obtain repayment of the full
principal amount of the obligation prior to maturity, is enhanced.
Lending of Portfolio Securities. The Fund, on behalf of any Series, may
lend portfolio securities to brokers, dealers and financial institutions
provided that cash equal to at least 100% of the market value of the
securities loaned is deposited by the borrower with the Fund and is
maintained each business day in a segregated account pursuant to applicable
regulations. The collateral value of the loaned securities will be
marked-to-market daily. While such securities are on loan, the borrower will
pay the Series any income accruing thereon, and the Fund may invest on behalf
of the Series, the cash collateral in portfolio securities, thereby earning
additional income. The Fund will not lend the portfolio securities of any
Series if such loans are not permitted by the laws or regulations of any
state in which its shares are qualified for sale and will not lend more than
25% of the value of the total assets of any Series. Loans will be subject to
termination by the Fund on behalf of any Series, in the normal settlement
time, currently five business days after notice, or by the borrower on one
day's notice. Borrowed securities must be returned when the loan is
terminated. Any gain or loss in the market price of the borrowed securities
which occurs during the term of the loan inures to the Series and its
shareholders. The Fund may pay reasonable
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finders, borrowers, administrative, and custodial fees in connection with a
loan. The creditworthiness of firms to which the Fund lends its portfolio
securities will be monitored on an ongoing basis. During the fiscal year
ended November 30, 1997, the Fund did not lend any portfolio securities of
any Series.
When-Issued and Delayed Delivery Securities. As stated in the Prospectus,
the Fund may, on behalf of any Series, purchase tax-exempt securities on a
when-issued or delayed delivery basis. When such transactions are negotiated,
the price is fixed at the time of the commitment, but delivery and payment
can take place a month or more after the date of the commitment. While the
Fund will only purchase securities on a when-issued or delayed delivery basis
with the intention of acquiring the securities, the Fund may sell the
securities before the settlement date, if it is deemed advisable. The
securities so purchased or sold are subject to market fluctuation and no
interest accrues to the purchaser during this period. At the time the Fund
makes the commitment to purchase a Municipal Obligation on a when-issued or
delayed delivery basis, it will record the transaction and thereafter reflect
the value, each day, of the Municipal Obligation in determining its net asset
value. The Fund, on behalf of each Series, will also establish a segregated
account with its custodian bank in which it will maintain cash or cash
equivalents or other liquid portfolio securities equal in value to
commitments for such when-issued or delayed delivery securities. During the
fiscal year ended November 30, 1997, investments in when-issued and delayed
delivery securities by any Series of the Fund did not exceed 5% of the total
net assets of any such Series.
Repurchase Agreements. When cash may be available for only a few days, it
may be invested by the Fund, on behalf of any Series, in repurchase
agreements until such time as it may otherwise be invested or used for
payments of obligations of the Fund. These agreements, which may be viewed as
a type of secured lending by the Fund, typically involve the acquisition by
the Fund, on behalf of a Series, of debt securities from a selling financial
institution such as a bank, savings and loan association or broker-dealer.
The agreement provides that the Fund will, on behalf of a Series, sell back
to the institution, and that the institution will repurchase, the underlying
security ("collateral"), which is held by the Fund's Custodian at a specified
price and at a fixed time in the future which is usually not more than seven
days from the date of purchase. The Fund, on behalf of that Series, will
receive interest from the institution until the time when the repurchase is
to occur. Although such date is deemed by the Fund to be the maturity date of
a repurchase agreement, the maturities of securities subject to repurchase
agreements are not subject to any limits and may exceed one year. While
repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Fund follows procedures designed to
minimize such risks. These procedures include effecting repurchase
transactions only with large well-capitalized and well-established financial
institutions, whose financial condition will be continually monitored. In
addition, the value of the collateral underlying the repurchase agreement
will always be at least equal to the repurchase price, including any accrued
interest earned on the repurchase agreement. In the event of a default or
bankruptcy by a selling financial institution, the Fund, on behalf of a
Series, will seek to liquidate such collateral. However, the exercising of
the Fund's right to liquidate such collateral could involve certain costs or
delays and, to the extent that proceeds from any sale upon a default of the
obligation to repurchase were less than the repurchase price, a particular
Series could suffer a loss. It is the current policy of each Series of the
Fund not to invest in repurchase agreements that do not mature within seven
days if any such investment, together with any other illiquid assets held by
a particular Series, amounts to more than 10% of the total assets of that
Series. During the fiscal year ended November 30, 1997, the Fund did not
enter into any repurchase agreements with respect to any Series.
HEDGING ACTIVITIES
The Fund, on behalf of each Series except the New Jersey Series, may enter
into financial futures contracts, options on such futures and municipal bond
index futures contracts for hedging purposes.
FUTURES CONTRACT AND OPTIONS ON FUTURES
As discussed in the Prospectus, the Fund, on behalf of any applicable
Series, may invest in financial futures contracts ("futures contracts") and
related options thereon. These futures contracts and related
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options thereon will be used only as a hedge against anticipated interest
rate changes. A futures contract sale creates an obligation by the Fund, as
seller, on behalf of a Series, to deliver the specific type of instrument
called for in the contract at a specified future time for a specified price.
A futures contract purchase would create an obligation by the Fund, as
purchaser, on behalf of that Series, to take delivery of the specific type of
financial instrument at a specified future time at a specified price. The
specific securities delivered or taken, respectively, at settlement date,
would not be determined until or near that date. The determination would be
in accordance with the rules of the exchange on which the futures contract
sale or purchase was effected.
Although the terms of futures contracts specify actual delivery or receipt
of securities, in most instances the contracts are closed out before the
settlement date without the making or taking of delivery of the securities.
Closing out of a futures contract is usually effected by entering into an
offsetting transaction. An offsetting transaction for a futures contract sale
is effected by the Fund, on behalf of a Series, entering into a futures
contract purchase for the same aggregate amount of the specific type of
financial instrument at the same delivery date. If the price in the sale
exceeds the price in the offsetting purchase, the Fund is immediately paid
the difference and thus, on behalf of that Series, realizes a gain. If the
offsetting purchase price exceeds the sale price, the Fund pays the
difference and, on behalf of that Series, realizes the loss. Similarly, the
closing out of a futures contract purchase is effected, on behalf of a
Series, by the Fund entering into a futures contract sale. If the offsetting
sale price exceeds the purchase price, the Fund, on behalf of that Series,
realizes a gain, and if the offsetting sale price is less than the purchase
price, the Fund, on behalf of that Series, realizes a loss.
Unlike a futures contract which requires the parties to buy and sell a
security on a set date, an option on a futures contract entitles its holder
to decide on or before a future date whether to enter into such a contract.
If the holder decides not to enter into the contract, the premium paid for
the option is lost. Since the value of the option is fixed at the point of
sale, there are no daily payments of cash to reflect the change in the value
of the underlying contract, as discussed below for futures contracts. The
value of the option changes and is reflected in the net asset value of the
particular Series holding the option.
The Fund, on behalf of each applicable Series, is required to maintain
margin deposits with brokerage firms through which it effects futures
contracts and options thereon. The initial margin requirements vary according
to the type of the underlying security. In addition, due to current industry
practice daily variations in gains and losses on open contracts are required
to be reflected in cash in the form of variation margin payments. The Fund,
on behalf of any Series, may be required to make additional margin payments
during the term of the contract.
Currently, futures contracts can be purchased on debt securities such as
U.S. Treasury Bills and Bonds, U.S. Treasury Notes with maturities between 6
1/2 and 10 years, Certificates of the Government National Mortgage
Association and Bank Certificates of Deposit. The Fund may invest in interest
rate futures contracts covering these types of financial instruments as well
as in new types of contracts that become available in the future.
Financial futures contracts are traded in an auction environment on the
floors of several Exchanges--principally, the Chicago Board of Trade, the
Chicago Mercantile Exchange and the New York Futures Exchange. Each Exchange
guarantees performance under contract provisions through a clearing
corporation, a nonprofit organization managed by the Exchange membership
which is also responsible for handling daily accounting of deposits or
withdrawals of margin.
A risk in employing futures contracts to protect against the price
volatility of portfolio securities is that the prices of securities subject
to futures contracts may correlate imperfectly with the behavior of the cash
prices of each Series' portfolio securities. The correlation may be distorted
by the fact that the futures market is dominated by short-term traders
seeking to profit from the difference between a contract or security price
objective and their cost of borrowed funds. This would reduce their value for
hedging purposes over a short time period. The correlation may be further
distorted since the futures contracts that are being used to hedge are not
based on municipal obligations.
Another risk is that the Fund's manager could be incorrect in its
expectations as to the direction or extent of various interest rate movements
or the time span within which the movements take place. For
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example, if the Fund, on behalf of a Series, sold futures contracts for the
sale of securities in anticipation of an increase in interest rates, and then
interest rates went down instead, causing bond prices to rise, that Series
would lose money on the sale.
Put and call options on financial futures have similar characteristics as
Exchange-traded options. See below for a further description of options.
In addition to the risks associated in investing in options on securities,
there are particular risks associated with investing in options on futures.
In particular, the ability to establish and close out positions on such
options will be subject to the development and maintenance of a liquid
secondary market. It is not certain that this market will develop.
In order to assure that the Fund is utilizing futures transactions for
hedging purposes only, a substantial majority (i.e., approximately 75%) of
all anticipatory hedge transactions of each Series (transactions in which the
Fund, on behalf of a Series, does not own at the time of the transaction, but
expects to acquire, the securities underlying the relevant futures contract)
involving the purchase of futures contracts or call options thereon will be
completed by the purchase of securities which are the subject of the hedge.
The Fund, on behalf of any applicable Series, may not enter into futures
contracts or related options thereon if immediately thereafter the amount
committed to margin of all the Series' futures contracts plus the amount paid
for option premiums exceeds 5% of the value of the Fund's total assets. In
instances involving the purchase of futures contracts by the Fund, on behalf
of a Series, the market value of the futures contract will be deposited in a
segregated account containing cash and cash equivalents to collateralize the
position and thereby ensure that the use of such futures is unleveraged. The
Fund, on behalf of any Series, may not purchase or sell futures contracts or
related options thereon if immediately thereafter more than one-third of the
Series' net assets would be hedged.
Municipal Bond Index Futures. The Fund, on behalf of any applicable
Series, may utilize municipal bond index futures contracts for hedging
purposes. The Fund's strategies in employing such contracts will be similar
to that discussed above with respect to financial futures and options
thereon. A municipal bond index is a method of reflecting in a single number
the market value of many different municipal bonds and is designed to be
representative of the municipal bond market generally. The index fluctuates
in response to changes in the market values of the bonds included within the
index. Unlike futures contracts on particular financial instruments,
transactions in futures on a municipal bond index will be settled in cash if
held until the close of trading in the contract. However, like any other
futures contract, a position in the contract may be closed out by purchase or
sale of an offsetting contract for the same delivery month prior to
expiration of the contract. Because trading in municipal bond index futures
contracts commenced only recently, the Fund's ability to utilize such
contracts on behalf of a Series will be dependent upon the development and
maintenance of a liquid secondary market for such contracts.
Options. The Fund, on behalf of any applicable Series, may purchase or
sell (write) options on debt securities as a means of achieving additional
return or hedging the value of a Series of the Fund's portfolio. The Fund, on
behalf of a Series, would only buy options listed on national securities
exchanges. The Fund, will not purchase options on behalf of any Series if, as
a result, the aggregate cost of all outstanding options exceeds 10% of the
Fund's total assets.
A call option is a contract that gives the holder of the option the right
to buy from the writer of the call option, in return for a premium, the
security underlying the option at a specified exercise price at any time
during the term of the option. The writer of the call option has the
obligation upon exercise of the option to deliver the underlying security
upon payment of the exercise price during the option period. A put option is
a contract that gives the holder of the option the right to sell to the
writer, in return for a premium, the underlying security at a specified price
during the term of the option. The writer of the put has the obligation to
buy the underlying security upon exercise, at the exercise price during the
option period.
The Fund, on behalf of any applicable Series, will only write covered call
or covered put options. The Fund may not write covered options on behalf of a
Series in an amount exceeding 20% of the value of
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the total assets of that Series. A call option is "covered" if the Fund, on
behalf of a Series, owns the underlying security subject to the option or has
an absolute and immediate right to acquire that security or futures contract
without additional cash consideration (or for additional cash consideration
held in a segregated account by its custodian) upon conversion or exchange of
other securities held in its portfolio. A call option is also covered if the
Fund, on behalf of a Series, holds a call on the same security or futures
contract as the call written where the exercise price of the call held is (i)
equal to or less than the exercise price of the call written or (ii) greater
than the exercise price of the call written if the difference is maintained
by the Fund, on behalf of a Series, in cash, Treasury bills or other liquid
portfolio securities in a segregated account with its custodian. A put option
is "covered" if the Fund, on behalf of a Series, maintains cash, Treasury
bills or other liquid portfolio securities with a value equal to the exercise
price in a segregated account with its custodian, or else holds a put on the
same security or futures contract as the put written where the exercise price
of the put held is equal to or greater than the exercise price of the put
written.
If the Fund has written an option on behalf of a Series, it may terminate
its obligation by effecting a closing purchase transaction. This is
accomplished by purchasing an option of the same series as the option
previously written. However, once the Fund has been assigned an exercise
notice, the Fund, on behalf of that Series, will be unable to effect a
closing purchase transaction. Similarly, if the Fund, on behalf of a Series,
is the holder of an option it may liquidate its position by effecting a
closing sale transaction. This is accomplished by selling an option of the
same series as the option previously purchased. There can be no assurance
that either a closing purchase or sale transaction on behalf of any Series
can be effected when the Fund so desires.
A Series will realize a profit from a closing transaction if the price of
the transaction is less than the premium received from writing the option or
is more than the premium paid to purchase the option; a Series will realize a
loss from a closing transaction if the price of the transaction is more than
the premium received from writing the option or is less than the premium paid
to purchase the option. Since call option prices generally reflect increases
in the price of the underlying security, any loss resulting from the
repurchase of a call option may also be wholly or partially offset by
unrealized appreciation of the underlying security. Other principal factors
affecting the market value of a put or a call option include supply and
demand, interest rates, the current market price and price volatility of the
underlying security and the time remaining until the expiration date.
An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although the Fund will
generally purchase or write, on behalf of a Series, only those options for
which there appears to be an active secondary market, there is no assurance
that a liquid secondary market on an exchange will exist for any particular
option. In such event it might not be possible to effect closing transactions
in particular options, so that the Fund, on behalf of that Series, would have
to exercise its options in order to realize any profit and would incur
brokerage commissions upon the exercise of call options and upon the
subsequent disposition of underlying securities for the exercise of put
options. If the Fund as a covered call option writer is unable to effect a
closing purchase transaction in a secondary market, it will not be able to
sell the underlying security until the option expires or it delivers the
underlying security upon exercise.
PORTFOLIO MANAGEMENT
Each Series of the Fund may engage in short-term trading consistent with
its investment objective. Securities may be sold in anticipation of a market
decline (a rise in interest rates) or purchased in anticipation of a market
rise (a decline in interest rates). In addition, a security may be sold and
another security of comparable quality purchased at approximately the same
time to take advantage of what the Investment Manager believes to be a
temporary disparity in the normal yield relationship between the two
securities. These yield disparities may occur for reasons not directly
related to the investment quality of particular issues or the general
movement of interest rates, such as changes in the overall demand for, or
supply of, various types of tax-exempt securities.
In general, purchases and sales may also be made to restructure the
portfolio in terms of average maturity, quality, coupon yield, or
diversification for any one or more of the following purposes: (a) to
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increase income, (b) to improve portfolio quality, (c) to minimize capital
depreciation, (d) to realize gains or losses, or for such other reasons as
the Investment Manager deems relevant in light of economic and market
conditions.
The Fund does not generally intend to invest more than 25% of the total
assets of any Series in securities of any one governmental unit. Subject to
investment restriction number 2 in the Prospectus, the Fund may invest more
than 25% of the total assets of any Series in private activity bonds (a
certain type of tax-exempt Municipal Obligation).
Each Series of the Fund may invest up to 10% of its total assets in
obligations customarily sold to institutional investors in private
transactions with the issuers thereof and other securities which may be
deemed to be illiquid. Due to the limited market for certain of these
securities, a Series may be unable to dispose of such securities promptly at
reasonable prices. It is the current intention of each Series not to invest
in such obligations.
SPECIAL INVESTMENT CONSIDERATIONS RELATING TO ARIZONA OBLIGATIONS
Arizona's constitution limits the amount of debt payable from general tax
revenues that may be contracted by the State to $350,000. However, certain
other issuers have the statutory power to issue obligations payable from
other sources of revenue which affect the whole or large portions of the
State. For example, the Transportation Board of the State of Arizona
Department of Transportation may issue obligations for highways which are
paid from revenues generated from, among other sources, gasoline taxes.
Arizona's constitution also restricts debt payable from general tax
revenues of certain other issuers of the State. Most importantly, no county,
city, town, school district, or other municipal corporation of the State may
for any purpose become indebted in any manner in an amount exceeding 6% of
the taxable property in such county, city, town, school district, or other
municipal corporation without the assent of a majority of the qualified
electors thereof voting at an election provided by law to be held for that
purpose; provided, however, that (i) under no circumstances may any county or
school district of the State become indebted in an amount exceeding 15% (or
30% in the case of a unified school district) of such taxable property and
(ii) any incorporated city or town of the State with such assent may be
allowed to become indebted in up to a 20% additional amount for (a) supplying
such city or town with water, artificial light, or sewers when the works for
supplying such water, light, or sewers are or shall be owned and controlled
by the municipality and (b) the acquisition and development by such city or
town of land or interests therein for open space preserves, parks,
playgrounds and recreational facilities. Annual property tax levies for the
payment of such debt, which pursuant to applicable statutes may only be
issued for limited purposes, are unlimited as to rate or amount. Other
obligations may be issued by counties, cities, towns, school districts and
other municipal corporations, sometimes without an election. Such obligations
are payable from, among other revenue sources, project revenues, special
assessments, annual budget appropriations and excise, transaction privilege
and use taxes.
Irrigation, power, electrical, agricultural improvement, drainage, flood
control and tax levying public improvement districts are exempt specifically
from the above-noted restrictions of the constitution and may issue
obligations for limited purposes, payable from a variety of revenue sources.
For example, Salt River Project Agricultural & Improvement District, an
agricultural improvement district that operates the Salt River Project (a
federal reclamation project and an electric system which generates,
purchases, and distributes electric power to residential, commercial,
industrial, and agricultural power users in a 2,900 square-mile service area
around Phoenix), may issue obligations payable from a number of sources.
In 1994, the Supreme Court of Arizona ruled that the State of Arizona's
statutory financing system for public education was not in compliance with
the Arizona Constitution and directed the Arizona legislature (the
"Legislature") to revise the statutory financing system for public education
to bring it into compliance. The Supreme Court further ordered that their
ruling would have prospective application only, that the system for public
education should continue under existing statutes, and that bonded
indebtedness incurred under the existing statutes, as long as they are in
effect, is valid and enforceable. In an effort to respond to the Supreme
Court's decision, in 1996 the Legislature established a school
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capital equity fund (the "Initial Fund") with an initial appropriation of $30
million and a subsequent appropriation of $70 million. The Initial Fund was
available to school districts that meet certain established criteria. In
1997, the Supreme Court ruled that (i) the creation of the Initial Fund did
not cure the State's finance system for public education and (ii) the
Legislature must adopt a constitutional funding system for public education
by June 30, 1998. If a constitutional funding system is not adopted by June
30, 1998, the State Superintendent of Public Instruction and State Board of
Education will not be permitted to distribute funds to the school districts
of the State.
In 1997, the Legislature established the "Assistance to Build Classrooms
Fund (the "ABC Fund"). The ABC Fund was designed, along with the amounts
available in the Initial Fund, to assist those school districts that did not
meet a minimum level of capital funding on a per student basis. A hearing was
held to determine whether the legislation establishing the ABC Fund, in
conjunction with the legislation providing for the Initial Fund
(collectively, the "Remedial Legislation"), brought the statutory financing
system of the State for public education into compliance with the State
Constitution. It was ruled that it did not. A special action challenging such
ruling was filed in the Supreme Court by the Governor of the State, oral
arguments were heard and the Supreme Court held against the Governor. The
legislation establishing the ABC Fund provided that all Remedial Legislation
does not satisfy the requirements of the State Constitution and, as such, the
Remedial Legislation has been so revoked.
It is unclear whether, when or in what form the Legislature may further
respond to the Supreme Court's direction to enact curative legislation or
what the effect on school districts in Arizona, either adverse or beneficial,
would be. No assurance can be given that the appropriate court will approve
any such legislative response or that the Supreme Court will not take further
action in this matter, either before or after any further legislative
response. The effect of any such legislative or judicial action cannot be
determined at this time.
SPECIAL INVESTMENT CONSIDERATIONS RELATING TO CALIFORNIA MUNICIPAL
OBLIGATIONS
The California Series will be affected by any political, economic or
regulatory developments affecting the ability of California issuers to pay
interest or repay principal. Various developments regarding the California
Constitution and State statutes which limit the taxing and spending authority
of California governmental entities may impair the ability of California
issuers to maintain debt service on their obligations.
In 1978, Proposition 13, an amendment to the California Constitution, was
approved, limiting real property valuation for property tax purposes and the
power of local governments to increase real property tax revenues and
revenues from other sources. Legislation adopted after Proposition 13
provided for assistance to local governments, including the redistribution of
the then-existing surplus in the General Fund, reallocation of revenues to
local governments, and assumption by the State of certain local government
obligations. However, more recent legislation reduced such state assistance.
There can be no assurance that any particular level of State aid to local
governments will be maintained in future years. In Nordlinger v. Hahn, the
United States Supreme Court upheld certain provisions of Proposition 13
against claims that it violated the equal protection clause of the
Constitution.
In 1979, an amendment was passed adding Article XIIIB to the State
Constitution. As amended in 1990, Article XIIIB imposes an "appropriations
limit" on the spending authority of state and local government entities. In
general, the appropriations limit is based on certain 1978-1979 expenditures,
adjusted annually to reflect changes in the cost of living, population and
certain services provided by State and local government entities.
"Appropriations limit" does not include appropriations for qualified capital
outlay projects, certain increases in transportation-related taxes, and
certain emergency appropriations.
If a government entity raises revenues beyond its "appropriations limit"
in any year, a portion of the excess which cannot be appropriated within the
following year's limit must be returned to the entity's taxpayers within two
subsequent fiscal years, generally by a tax credit, refund or temporary
suspension of tax rates or fee schedules. "Debt service" is excluded from
these limitations, and is defined as "appropriations required to pay the cost
of interest and redemption charges, including the funding of any
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reserve or sinking fund required in connection therewith, on indebtedness
existing or legally authorized as of January 1, 1979 or on bonded
indebtedness thereafter approved [by the voters]." In addition, Article XIIIB
requires the State Legislature to establish a prudent State reserve, and to
require the transfer of 50% of excess revenue to the State School Fund; any
amounts allocated to the State School Fund will increase the appropriations
limit.
In June 1982, the voters of California passed two initiative measures to
repeal the California gift and inheritance tax laws and to enact, in lieu
thereof, California death taxes. California voters also passed an initiative
measure to increase, for taxable years commencing on or after January 1,
1982, the amount by account for the effects of inflation. Decreases in State
and local revenues in future fiscal years as a consequence of these
initiatives may result in reductions in allocations of state revenues to
California issuers or in the ability of California issuers to pay their
obligations.
In 1986, California voters approved an initiative statute known as
Proposition 62. This initiative (i) requires that any tax for general
governmental purposes imposed by local governments be approved by resolution
or ordinance adopted by a two-thirds vote of the governmental entity's
legislative body and by a majority vote of the electorate of the governmental
entity, (ii) requires that any special tax (defined as tax levied for other
than general governmental purposes) imposed by a local governmental entity be
approved by a two-thirds vote of the voters within that jurisdiction, (iii)
restricts the use of revenues from a special tax to the purposes or for the
service for which the special tax was imposed, (iv) prohibits the imposition
of ad valorem taxes on real property by local governmental entities except as
permitted by the Proposition 13 amendment, (v) prohibits the imposition of
transaction taxes and sales taxes on the sale of real property by local
governments, (vi) requires that any tax imposed by a local government on or
after August 1, 1985, be ratified by a majority vote of the electorate within
two years of the adoption of the initiative or be terminated by November 15,
1989, (vii) requires that, in the event a local government fails to comply
with the provisions of this measure, a reduction of the amount of property
tax revenue allocated to such local government occurs in an amount equal to
the revenues received by such entity attributable to the tax levied in
violation of the initiative, and (viii) permits these provisions to be
amended exclusively by the voters of the State of California.
In September 1995, the California Supreme Court upheld the
constitutionality of Proposition 62, creating uncertainty as to the legality
of certain local taxes enacted by non-charter cities in California without
voter approval. It is not possible to predict the impact of the decision.
In November 1996, California voters approved Proposition 218. The
initiative applied the provisions of Proposition 62 to all entities,
including charter cities. It requires that all taxes for general purposes
obtain a simple majority popular vote and that taxes for special purposes
obtain a two-thirds majority vote. Prior to the effectiveness of Proposition
218, charter cities could levy certain taxes such as transient occupancy
taxes and utility user's taxes without a popular vote. Proposition 218 will
also limit the authority of local governments to impose property-related
assessments, fees and charges, requiring that such assessments be limited to
the special benefit conferred and prohibiting their use for general
governmental services. Proposition 218 also allows voters to use their
initiative power to reduce or repeal previously-authorized taxes,
assessments, fees and charges.
In 1988, State voters approved Proposition 87, which amended Article XVI
of the State Constitution to authorize the State Legislature to prohibit
redevelopment agencies from receiving any property tax revenues raised by
increased property taxes to repay bonded indebtedness of local government
which is not approved by voters on or before January 1, 1989. It is not
possible to predict whether the State Legislature will enact such a
prohibition, nor is it possible to predict the impact of Proposition 87 on
redevelopment agencies and their ability to make payments on outstanding debt
obligations.
In November 1988, California voters approved Proposition 98. This
initiative requires that revenues in excess of amounts permitted to be spent
and which would otherwise be returned by revision of tax rates or fee
schedules, be transferred and allocated (up to a maximum of 40%) to the State
School Fund and be expended solely for purposes of instructional improvement
and accountability. No such transfer or allocation of funds will be required
if certain designated state officials determine that annual student
expenditures and class size meet certain criteria as set forth in Proposition
98. Any funds allocated to the
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State School Fund shall cause the appropriation limits to be annually
increased for any such allocation made in the prior year. Proposition 98 also
requires the State of California to provide a minimum level of funding for
public schools and community colleges. The initiative permits the enactment
of legislation, by a two-thirds vote, to suspend the minimum funding
requirement for one year.
The State is a party to numerous legal proceedings, many of which normally
occur in governmental operations and, if decided against the State, might
require the State to make significant future expenditures or impair future
revenue sources.
On December 6, 1994, Orange County (California) became the largest
municipality in the United States to file for protection under the Federal
bankruptcy laws. The filing stemmed from approximately $1.7 billion in losses
suffered by the County's investment pool due to investments in high risk
"derivative" securities. On June 12, 1996, it emerged from bankruptcy after
the successful sale of $880 million in municipal bonds allowed the county to
pay off the last of its creditors. On January 7, 1997, Orange County returned
to the municipal bond market with a $136 million bond issue maturing in 13
years at an insured yield of 7.23%. In December, 1997, Moody's raised its
ratings on $325 million of Orange County pension obligation bonds to Baa3
from Ba.
Los Angeles County, the nation's largest county, is also experiencing
financial difficulty. In August 1995 the credit rating of the county's
long-term bonds was downgraded for the third time since 1992 as a result of,
among other things, severe operating deficits for the county's health care
system. Also, the county has not yet recovered from the ongoing loss of
revenue caused by state property tax shift initiatives in 1993 through 1995.
In June, 1997, the Los Angeles County Board of Supervisors approved an
approximately $12 billion 1997-98 budget containing measures to eliminate a
$157 million deficit. The county's budgetary difficulties have continued with
their effect on the 1997-1998 budget still uncertain.
The effect of these various constitutional and statutory amendments and
budget developments upon the ability of California issuers to pay interest
and principal on their obligations remains unclear and in any event may
depend upon whether a particular California tax-exempt security is a general
or limited obligation bond and on the type of security provided for the bond.
It is possible that other measures affecting the taxing or spending authority
of California or its political subdivisions may be approved or enacted in the
future.
SPECIAL INVESTMENT CONSIDERATIONS RELATING TO MASSACHUSETTS MUNICIPAL
OBLIGATIONS
Between 1982 and 1988 The Commonwealth of Massachusetts had a strong
economy which was evidenced by low unemployment and high personal income
growth as compared to national trends. Economic growth in the Commonwealth
slowed from 1988 to 1992, however, as the Commonwealth experienced a
significant economic slowdown, with particular deterioration in the
construction, real estate, financial, insurance and manufacturing sectors,
including certain high technology areas. Economic activity began to improve
in 1993 and continued to improve in 1994, particularly in the construction
and service sectors as well as in housing sales. Since 1995, the services and
wholesale and retail trade industries have been the two largest industries by
number of employees. A continued low rate of inflation is expected to keep
wage growth low and allow for slow-paced positive growth in the Massachusetts
economy. Unemployment (which rose to approximately 8.5% at the end of 1992)
fell to 6.6% at the end of 1993 as compared to the national averages of 7.4%
at the end of 1992 and 6.4% at the end of 1993. Unemployment fell an
additional 2% to 6.4% at the end of fiscal 1994 as compared to the national
average of 5.8%. By the end of fiscal 1995, unemployment fell even with the
national average of 5.6%. The Massachusetts employment rate at the end of
fiscal 1997 was 3.7%, 1% below the national rate of 4.7%.
Growth of state tax revenues in the Commonwealth slowed considerably in
fiscal 1988, fiscal 1989 and fiscal 1990, while expenditures for state
programs and services increased. Fiscal 1989 and 1990 ended with budgetary
deficits of $466.4 million and $1.362 billion, respectively. The Commonwealth
achieved budget surpluses in each fiscal year since 1991. The Commonwealth's
fiscal 1997 budgeted revenues and other sources are estimated to be
approximately $18.4 billion. The Commonwealth's fiscal 1998 budgeted
expenditures and other uses are estimated to be approximately $18.7 billion.
On a
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statutory basis of accounting, budgeted funds have achieved a positive ending
balance since 1993, increasing this balance from $562.5 million in fiscal
year 1993 to $1.394 million in fiscal year 1997 for a cumulative improvement
of $831.5 million. In 1991, Standard & Poor's and Moody's lowered their
ratings of the Commonwealth's general obligation bonds from AA and Aa,
respectively, to BBB and Baa, respectively, but in 1992 each raised such
ratings to A and in 1993, Standard & Poor's further increased such rating to
A+. From time to time, the rating agencies may further change their ratings.
Currently, the Commonwealth's general obligation bonds are rated A1 and AA by
Moody's and Standard & Poor's, respectively.
The Commonwealth's fiscal 1991 budget achieved a small surplus principally
as a result of a one time reimbursement claim for Federal funds available
under Medicaid reimbursement programs. In fiscal 1992 and 1993, budget
surpluses were achieved through appropriation and spending reductions and a
significant increase in revenues attributable to tax increases and enhanced
revenue collections. Fiscal 1993 and 1994 tax revenues increased to account
for approximately 45% of all revenues and financing sources. Fiscal 1996 tax
revenues increased to account for approximately 47.5% of all revenues and
financing sources. Fiscal 1997 tax revenues accounted for 47.7%. Tax revenues
for 1998 are estimated to be 2.7% above fiscal 1997.
Growth of tax revenues in the Commonwealth is limited by law. In addition,
effective July 1, 1990, limitations were placed on the amount of direct bonds
(other than Fiscal Recovery Bonds and certain other limited exceptions) the
Commonwealth may have outstanding in a fiscal year, and the amount of the
total appropriation in any fiscal year that may be expended for payment of
principal of and interest on general obligation debt (other than Fiscal
Recovery Bonds) of the Commonwealth was limited to10 percent of such
appropriation.
Furthermore, certain of the Commonwealth's cities and towns have at times
experienced serious financial difficulties which have adversely affected
their credit standing. The recurrence of such financial difficulties, or
financial difficulties of the Commonwealth, could adversely effect the market
values and marketability of, or result in default in payment on, outstanding
obligations issued by the Commonwealth or its public authorities or
municipalities. In addition, the Massachusetts statutes which limit the
taxing authority of the Commonwealth or certain Massachusetts governmental
entities may impair the ability of issuers of some Massachusetts obligations
to pay debt service on their obligations.
In Massachusetts the tax on personal property and real estate is virtually
the only source of tax revenues available to cities and towns to meet local
costs. "Proposition 2 1/2," an initiative petition adopted by the voters of
the Commonwealth of Massachusetts on November 4, 1980, limits the power of
Massachusetts cities and towns and certain tax-supported districts and public
agencies to raise revenue from property taxes to support their operations,
including the payment of certain debt service. Proposition 2 1/2 required
many cities and towns to reduce their property tax levels to a stated
percentage of the full and fair cash value of their taxable real estate and
personal property and limited the amount by which the total property taxes
assessed by a city or town might increase from year to year.
To offset shortfalls experienced by local governments as a result of the
implementation of Proposition 2 1/2, the state government increased direct
local aid from the 1981 level of $1.632 billion to the fiscal 1989 level of
$2.9 billion; however, direct local aid dropped in fiscal 1991 and 1992 to
approximately $2.6 billion and $2.3 billion, respectively. Fiscal 1993 and
1994 direct local aid increased to $2.5 billion and $2.7 billion,
respectively. In fiscal 1995 and 1996, direct local aid increased to $3.0
billion and $3.3 billion, respectively. In fiscal 1997, direct local aid
increased to $3.7 billion.
SPECIAL INVESTMENT CONSIDERATIONS RELATING TO MICHIGAN OBLIGATIONS
The information set forth below is derived from official statements
prepared in connection with the issuance of obligations of the State of
Michigan and other sources that are generally available to investors
including the State of Michigan Comprehensive Annual Financial Reports for
the fiscal years ended September 30, 1995 and 1996. The information is
provided as general information intended to give a recent historical
description and is not intended to indicate further or continuing trends in
the financial or other positions of the State of Michigan. Such information
constitutes only a brief summary,
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relates primarily to the State of Michigan, does not purport to include
details relating to all potential issuers within the State of Michigan whose
securities may be purchased by the Michigan Series and does not purport to be
a complete description.
Economy. The principal sectors of Michigan's economy are durable goods
manufacturing (including automobile and office equipment manufacturing),
tourism and agriculture. As reflected in historical employment figures,
Michigan's economy has lessened its dependence upon durable goods
manufacturing. In 1960, employment in such industry accounted for 33% of
Michigan's labor force. This figure fell to 15.8% in 1996. This was a
decrease from the level of 16.4% in 1995. Moreover, manufacturing (including
auto-related manufacturing) continues to be an important part of Michigan's
economy. Those industries are highly cyclical and are expected to operate at
somewhat less than full capacity in 1998. Historically, during periods of
economic decline or slow economic growth, the cyclical nature of those
industries has adversely affected the revenue streams of Michigan and its
political subdivisions because it has adversely impacted certain tax sources,
particularly sales taxes, income taxes and single business taxes. Income per
capita in Michigan in 1996 was approximately two percent more than the
national average. For the fourth consecutive year, contrary to the prior
historical trend, the average annual unemployment rate for 1997 in Michigan
was slightly lower than the average rate for the United States.
Budget. The budget of Michigan is a complete financial plan and
encompasses the revenues and expenditures, both operating and capital outlay,
of the General Fund and special revenue funds. The budget is prepared on a
basis consistent with generally accepted accounting principles. Michigan's
Fiscal Year begins on October 1 and ends September 30 of the following year.
Under Michigan law, the executive budget recommendations for any fund may not
exceed the estimated revenue thereof, and an itemized statement of estimated
revenues in each operating fund must be contained in an appropriation bill as
passed by the Legislature, the total of which may not be less than the total
of all appropriations made from the fund for that fiscal year. The Michigan
Constitution provides that proposed expenditures from and revenues of any
fund must be in balance and that any prior year's surplus or deficit in any
fund must be included in the succeeding year's budget for that fund.
Michigan's Constitution limits the amount of total State revenues that may
be raised from taxes and other sources. State revenues (excluding federal aid
and revenues used for payment of principal of and interest on general
obligation bonds) in any fiscal year are limited to a specified percentage of
Michigan personal income in the prior calendar year or average thereof in the
prior three calendar years, whichever is greater. The percentage is based
upon the ratio of the 1978-79 fiscal year revenues to total 1977 Michigan
personal income (the total income received by persons in Michigan from all
sources as defined and officially reported by the United States Department of
Commerce). If revenues in any fiscal year exceed the revenue limitation by
one percent or more, the entire amount exceeding the limitation must be
rebated in the following fiscal year's personal income tax or single business
tax. Annual excesses of less than one percent may be transferred into
Michigan's Counter-Cyclical Budget and Economic Stabilization Fund ("BSF").
Michigan may raise taxes in excess of the limit in emergency situations when
deemed necessary by the Governor and two-thirds of the members of each house
of the Legislature.
Michigan finances its operations through its General Fund and special
revenue funds. The General Fund receives revenues that are not specifically
required to be included in the special revenue funds. Approximately 59% of
General Fund revenues are obtained from the payment of state taxes, and
approximately 41% are obtained from federal and nontax revenue sources. The
majority of the revenues from state taxes are from the personal income tax,
the single business tax, the use tax and the sales tax. In addition, Michigan
levies various other taxes. Over two-thirds of total General Fund
expenditures are made for education, the Family Independence Agency and the
Department of Community Health. State support of public education consists of
aid to local and intermediate school districts (which provide education to
children in grades kindergarten through 12), charter schools, State
universities, community colleges, and the Department of Education, which is
responsible for administering a variety of programs that provide additional
special purpose funding for local and intermediate school districts. The
Family Independence Agency and the Department of Community Health administer
economic, social and medical assistance programs in Michigan, including
Medicare, Medicaid and Aid to Families with Dependent Children.
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Michigan ended fiscal years 1994-95, 1995-96 and 1996-97 with General Fund
surpluses of $67.4 million, $91.3 million, and $53.3 million respectively. In
fiscal years 1994-95 and 1995-96, the State of Michigan made deposits into
its Counter-Cyclical Budget and Economic Stabilization Fund (BSF), those
being in the amounts of $377.8 million and $150.5 million, respectively. The
unreserved balances for the BSF as of the end of fiscal years 1994-95 and
1995-96, reported on a cash basis, were $1,083.4 million and $1,173.4 million
respectively.
The Michigan Legislature has adopted the budget for fiscal year 1997-98.
Debt. The Michigan Constitution limits Michigan general obligation debt to
(i) short-term debt for State operating purposes which must be repaid in the
same fiscal year in which it is issued and which cannot exceed 15% of the
undedicated revenues received by the State during the preceding fiscal year,
(ii) short-and long-term debt unlimited in amount for the purpose of making
loans to school districts and (iii) long-term debt for voter-approved
purposes.
Michigan has issued and has outstanding general obligation full faith and
credit bonds for water resources, environmental protection program,
recreation program and school loan purposes, which as of September 30, 1997
totalled approximately $655 million. In November 1988 Michigan's voters
approved the issuance of $800 million of general obligation bonds for
environmental protection and recreational purposes; of this amount
approximately $265 million remained to be issued as of September 30, 1997.
There are also various state authorities and special purpose agencies
created by Michigan which issue bonds secured by specific revenues. Such debt
is not a general obligation of Michigan.
Litigation. Michigan is a party to various legal proceedings seeking
damages or injunctive or other relief. In addition to routine litigation,
certain of these proceedings could, if unfavorably resolved from the point of
view of Michigan, substantially affect State programs or finances. Those
lawsuits involve programs generally in the areas of corrections, tax
collection, commerce and budgetary reductions to school districts and
governmental units and court funding. Relief sought includes damages in tort
cases generally, alleviation of prison overcrowding, improvement of prison
medical and mental health care, and refund claims under Michigan taxes. The
ultimate disposition and consequences of all of those proceedings were not
determinable as of March 4, 1998. In an order dated June 10, 1997 and a
decision rendered July 31, 1997, the Michigan Supreme Court decided, in the
consolidated cases of Durant v. State of Michigan and Schmidt v. State of
Michigan, that the state must pay $212 million to 84 school districts to
settle litigation involving state mandates. The governor has signed
legislation providing $212 million to the 84 school districts. The $212
million will be paid from the BSF. Approximately 400 other school districts
have asserted similar claims. The State has proposed a settlement to these
districts that will, over fifteen years beginning in the fiscal year 1998-99,
total $632 million.
Property Tax Initiatives. On March 15, 1994, Michigan voters approved a
property tax and school finance reform measure known as Proposal A. Under
Proposal A, as approved, effective May 1, 1994, the State sales and use tax
increased from 4% to 6%, the State income tax decreased from 4.6% to 4.4%,
the cigarette tax was increased from $.25 to $.75 per pack and an additional
tax of 16% of the wholesale price began to be imposed on certain other
tobacco products. A .75% real estate transfer tax became effective on January
1, 1995. Beginning in 1994, a State of Michigan property tax of 6 mills began
to be imposed on all real and personal property currently subject to the
general property tax. All local school boards are authorized, with voter
approval, to levy up to the lesser of 18 mills or the number of mills levied
in 1993 for school operating purposes on nonhomestead property and
nonqualified agricultural property. Proposal A contains additional provisions
regarding the ability of local school districts to levy taxes as well as a
limit on annual assessment increases for each parcel of property, beginning
in 1995. Such increases for each parcel of property are limited to the lesser
of 5% or the rate of inflation. When property is subsequently sold, its
assessed value will revert to the current assessment level of 50% of true
cash value. Under Proposal A, much of the additional revenue generated by the
new taxes will be dedicated to the State's School Aid Fund. Proposal A shifts
significant portions of the cost of local school operations from local school
districts to the State of Michigan and raises additional State revenues to
fund those additional State expenses. Those additional revenues will be
included within the State's constitutional revenue limitations and may impact
the State's ability to raise additional revenues in the future.
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Ratings. As of January 22, 1997, Michigan's general obligation bonds were
rated "Aa" by Moody's Investors Service, "AA" by Standard & Poor's Ratings
Services and "AA" by Fitch Investors Service. To the extent that the
portfolio of the Michigan Series is comprised of revenue obligations of the
State of Michigan or revenue or general obligations of local governments or
State or local authorities, rather than general obligations of the State of
Michigan, ratings on such components of the Michigan Series will be different
from those given to the general obligations of the State of Michigan and
their value may be independently affected by economic matters not directly
impacting the State.
SPECIAL INVESTMENT CONSIDERATIONS RELATING TO NEW YORK MUNICIPAL OBLIGATIONS
During the mid-1970's, New York State (the "State"), some of its agencies,
instrumentalities and public benefit corporations (the "Authorities"), and
certain of its municipalities faced serious financial difficulties. To
address many of these financial problems, the State developed various
programs, many of which were successful in ameliorating the financial crisis.
Any further financial problems experienced by these Authorities or
municipalities could have a direct adverse effect on the New York Municipal
Obligations in which the Trust invests.
NEW YORK CITY
General. The national economic downturn which began in July 1990 adversely
affected the local economy, which had been declining since late 1989. As a
result, New York City (the "City") experienced job losses in 1990 and 1991
and real Gross City Product (GCP) fell in those two years. For the 1992
fiscal year, the City closed a projected budget gap of $3.3 billion in order
to achieve a balanced budget as required by the laws of the State. Beginning
in 1992, the improvement in the national economy helped stabilize conditions
in the City. Employment losses moderated toward year-end and real GCP
increased, boosted by strong wage gains. After noticeable improvements in the
City's economy during calendar year 1994, economic growth slowed in 1995 and
thereafter improved commencing in calendar year 1996, reflecting improved
securities industry earnings and employment in other sectors. The City's
current four-year financial plan assumes that moderate economic growth will
exist through calendar year 2001, with moderate job growth and wage
increases.
For each of the 1981 through 1996 fiscal years, the City achieved balanced
operating results as reported in accordance with then applicable generally
accepted accounting principles ("GAAP"). The City has been required to close
substantial gaps between forecast revenues and forecast expenditures in order
to maintain balanced operating results. There can be no assurance that the
City will continue to maintain balanced operating results as required by
State law without additional tax or other revenue increases or additional
reductions in City services or entitlement programs, which could adversely
affect the City's economic base.
1998-2001 New York City Financial Plan. The Mayor is responsible for
preparing the City's four-year financial plan including the current financial
plan for the 1998 through 2001 fiscal years (the "1998-2001 Financial Plan,"
the "Financial Plan" or "City Plan").
The most recent quarterly modification to the City's financial plan for
the 1997 fiscal year projects a balanced budget in accordance with GAAP for
the 1997 fiscal year, after taking into account an increase in projected tax
revenues of $1.2 billion during the 1997 fiscal year and a discretionary
prepayment in the 1997 fiscal year of $1.3 billion of debt service due in the
1998 and 1999 fiscal years. The Financial Plan projects revenues and
expenditures for the 1998 fiscal year balanced in accordance with GAAP. The
Financial Plan includes: increased tax revenue projections; reduced debt
service costs; the assumed restoration of Federal funding for programs
assisting certain legal aliens; additional expenditure for textbooks,
computers, improved education programs and welfare reform, law enforcement,
immigrant naturalization, initiatives proposed by the City Council and other
initiatives; and a proposed discretionary transfer to the 1998 fiscal year of
$300 million of debt service due in the 1999 fiscal year for budget
stabilization purposes. In addition, the Financial Plan reflects the
discretionary transfer to the 1997 fiscal year of $1.3 billion of debt
service due in the 1998 and 1999 fiscal years, and includes actions to
eliminate a previously projected budget gap for the 1998 fiscal year. These
gap closing actions include
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(i) additional agency actions totaling $621 million; (ii) the proposed sale
of various assets; (iii) additional State aid of $294 million, including a
proposal that the State accelerate a $142 million revenue sharing payment to
the City from March 1999; and (iv) entitlement savings of $128 million which
would result from certain of the reductions in Medicaid spending proposed in
the Governor's 1997-1998 Executive Budget and the State making available to
the City $77 million of additional Federal block grant aid, as proposed in
the Governor's 1997-1998 Executive Budget. The Financial Plan also sets forth
projections for the 1999 through 2001 fiscal years and projects gaps of $1.8
billion, $2.8 billion and $2.6 billion for the 1999 through 2001 fiscal
years, respectively.
The Financial Plan assumes approval by the State Legislature and the
Governor of a tax reduction program proposed by the City and a proposed State
tax relief program. The Financial Plan also assumes (i) approval by the
governor and the State Legislature of the extension of the 14% personal
income tax surcharge, which is scheduled to expire on December 31, 1999, and
of the extension of the 12.5% personal income tax surcharge, which is
scheduled to expire on December 31, 1998; (ii) collection of the projected
rent payments for the City's airports; and (iii) State approval of the cost
containment initiatives and State aid proposed by the City for the 1998
fiscal year, and $115 million in State aid which is assumed in the Financial
Plan but was not provided for in the Governor's 1997-1998 Executive budget.
The Financial Plan reflects the increased costs which the City is prepared to
incur as a result of welfare legislation recently enacted by Congress. In
addition, the economic and financial condition of the City may be affected by
various financial, social, economic and political factors which could have a
material effect on the City.
The City's financial plans have been the subject of extensive public
comment. On September 11, 1997, the New York State Comptroller issued a
report which noted that the ability to deal with future budget gaps could
become a significant issue in the State's 2000-2001 fiscal year, when the
cost of tax cuts increases by $1.9 billion. The report contained projections
that, based on current economic conditions and current law for taxes and
spending, showed a gap of $5.6 billion in the 2000-2001 State fiscal year and
of $7.4 billion in the 2001-2002 State fiscal year. The report noted that
these gaps would be smaller if recurring spending reductions produce savings
in earlier years. The State Comptroller also stated that if Wall Street
earnings moderate and the State experiences a moderate recession, the gap for
the 2001-2002 State fiscal year could grow to nearly $12 billion.
The City depends on the State for State aid both to enable the City to
balance its budget and to meet its cash requirements. There can be no
assurance that there will not be reductions in State aid to the City from
amounts currently projected; that the State budgets will be adopted by the
April 1 statutory deadline or interim appropriations enacted; or that any
such reductions or delays will not have adverse effects on the City's cash
flow or expenditures.
The City's projections set forth in the City Plan are based on various
assumptions and contingencies which are uncertain and which may not
materialize. Changes in major assumptions could significantly affect the
City's ability to balance its budget as required by State law and to meet its
annual cash flow and financing requirements. Such assumptions and
contingencies include: the condition of the regional and local economies, the
impact on real estate tax revenues of the real estate market, wage increases
for City employees consistent with those assumed in the Financial Plan,
employment growth, the ability to implement proposed reductions in City
personnel and other cost reduction initiatives, the ability of the New York
City Health and Hospitals Corporations and the Board of Education to take
actions to offset potential budget shortfalls, the ability to complete
revenue generating transactions, provision of State and Federal aid and
mandate relief and the impact on City revenues and expenditures of Federal
and State welfare reform and any future legislation affecting Medicare or
other entitlements.
Implementation of the Financial Plan is also dependent upon the City's
ability to market its securities successfully. The City's financing program
for fiscal years 1998 through 2001 contemplates the issuance of $4.9 billion
of general obligation bonds and $7.1 billion of bonds to be issued by the New
York City Transitional Finance Authority (the "Finance Authority") to finance
City capital projects. The Finance Authority was created as part of the
City's effort to assist in keeping the City's indebtedness within the
forecast level of the constitutional restrictions on the amount of debt the
City is authorized to incur. In
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addition, the City issues revenue and tax anticipation notes to finance its
seasonal working capital requirements. The success of projected public sales
of City bonds and notes, New York City Municipal Water Finance Authority
("Water Authority") bonds and Finance Authority bonds will be subject to
prevailing market conditions. The City's planned capital and operating
expenditures are dependent upon the sale of its general obligation bonds and
notes, and the Water Authority and Finance Authority bonds. Future
developments concerning the City and public discussion of such developments,
as well as prevailing market conditions, may affect the market for
outstanding City general obligation bonds and notes.
The City Comptroller and other agencies and public officials have issued
reports and made public statements which, among other things, state that
projected revenues and expenditures may be different from those forecasted in
the City Plan. It is reasonable to expect that such reports and statements
will continue to be issued and to engender public comment.
Ratings. On July 10, 1995, Standard & Poor's revised downward its rating
on City general obligation bonds from A-to BBB+ and removed City bonds from
CreditWatch. Fitch Investors Service, Inc. ("Fitch") continues to rate the
City general obligation bonds A-. On February 28, 1996, Fitch placed the
City's general obligation bonds on FitchAlert with negative implications.
Moody's rating for City general obligation bonds is Baa1. On July 17, 1997,
Moody's changed its outlook on City bonds to positive from stable. Such
ratings reflect only the views of these rating agencies, from which an
explanation of the significance of such ratings may be obtained. There is no
assurance that such ratings will continue for any given period of time or
that they will not be revised downward or withdrawn entirely. Any such
downward revision or withdrawal could have an adverse effect on the market
prices of bonds.
Outstanding Indebtedness. As of September 30, 1997, the City and the
Municipal Assistance Corporation for the City of New York had, respectively,
approximately $26.180 billion and $3.717 billion of outstanding net long-term
debt.
Litigation. The City is a defendant in lawsuits pertaining to material
matters, including claims asserted which are incidental to performing routine
governmental and other functions. This litigation includes, but is not
limited to, actions commenced and claims asserted against the City arising
out of alleged torts, alleged breaches of contracts, alleged violations of
law and condemnation proceedings. As of June 30, 1996 and 1995, claims in
excess of $380 billion and $311 billion, respectively, were outstanding
against the City for which the City estimates its potential future liability
to be $2.8 billion and $2.5 billion, respectively.
NEW YORK STATE
Recent Developments. The national economy has resumed a more robust rate
of growth after a "soft landing" in 1995, with over 14 million jobs added
nationally since early 1992. The State economy has continued to expand, but
growth remains somewhat slower than in the nation. Although the State has
added approximately 300,000 jobs since late 1992, employment growth in the
State has been hindered during recent years by significant cutbacks in the
computer and instrument manufacturing, utility, defense and banking
industries. Government downsizing has also moderated these job gains.
The 1997-1998 New York State Financial Plan (the "State Plan") is partly
based on the forecast that the State's economy shows moderate expansion
during the first half of calendar 1997 with the trend continuing through the
year. Although industries that export goods and services are expected to
continue to do well, growth is expected to be moderated by tight fiscal
constraints on the health care and social services industries. On an average
annual basis, employment growth in the State is expected to be up
substantially from the 1996 rate. Personal income is expected to record
moderate gains in 1997. Bonus payments in the securities industry are
expected to increase further from last year's record level.
The State Plan is based upon forecasts of national and State economic
activity developed through both internal analysis and review of State and
national economic forecasts prepared by commercial forecasting services and
other public and private forecasters. Economic forecasts have frequently
failed to predict accurately the timing and magnitude of changes in the
national and the State economies. Many uncertainties exist in forecasts of
both the national and the State economies, including consumer
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attitudes toward spending, the extent of corporate and governmental
restructuring, federal fiscal and monetary policies, the level of interest
rates, and the condition of the world economy, which could have an adverse
effect on the State. There can be no assurance that the State economy will
not experience results in the current fiscal year that are worse than
predicted, with corresponding material and adverse effects on the State's
projections of receipts and disbursements.
The 1997-98 Fiscal Year. The State's General Fund (the major operating
fund of the State) was projected in the State Plan to be balanced on a cash
basis for the 1997-978 fiscal year. Total projected General Fund receipts and
transfers from other funds are projected at $35.09 billion, an increase of
$2.05 billion from the prior fiscal year, and disbursements and transfers to
other funds are projected to be $34.60 billion, an increase of $1.70 billion
from the total disbursed in the prior fiscal year.
New York Local Government Assistance Corporation. In 1990, as part of a
state fiscal reform program, legislation was enacted creating the New York
Loan Government Assistance Corporation ("LGAC"), a public benefit corporation
empowered to issue long-term obligations to fund certain payments to local
governments traditionally funded through the State's annual seasonal
borrowing. The legislation empowered LGAC to issue bonds and notes in an
amount not in excess of $4.7 billion (exclusive of certain refunding bonds).
Over a period of years, the issuance of those long-term obligations, which
will be amortized over no more than 30 years, is expected to result in
eliminating the need for continuing short-term seasonal borrowing. The
legislation also imposed a cap on the annual seasonal borrowing of the State
at $4.7 billion, less net proceeds of bonds issued by LGAC, except in cases
where the Governor and the legislative leaders have certified both the need
for additional borrowing and provided a schedule for reducing it to the cap.
If borrowing above the cap is thus permitted in any fiscal year, it is
required by law to be reduced to the cap by the fourth fiscal year after the
limit was first exceeded.
As of June 30, 1995, LGAC had issued bonds and notes to provide net
proceeds of $4.7 billion completing the program. The impact of the borrowings
together with the availability of certain cash reserves is that the State is
able to meet its cash flow needs throughout the fiscal year without relying
on short-term seasonal borrowings.
Composition of State Cash Governmental Funds Group. Substantially all
State non-pension financial operations are accounted for in the State's
governmental funds group. Governmental funds include: (i) the General Fund,
which receives all income not required by law to be deposited in another
fund; (ii) Special Revenue Funds, which receive the preponderance of moneys
received by the State from the Federal government and other income the use of
which is legally restricted to certain purposes; (iii) Capital Projects
Funds, used to finance the acquisition, construction and rehabilitation of
major capital facilities by the State and to aid in certain of such projects
conducted by local governments or public authorities; and (iv) Debt Service
Funds, which are used for the accumulation of moneys for the payment of
principal of and interest on long-term debt and to meet lease-purchase and
other contractual-obligation commitments.
Authorities. The fiscal stability of the State is related to the fiscal
stability of its public authorities (i.e. public benefit corporations created
pursuant to State law, other than local authorities), which generally have
responsibility for financing, constructing and operating revenue-producing
public benefit facilities. The State's public authorities ("Authorities") are
not subject to the constitutional restrictions on the incurrence of debt
which apply to the State itself, and may issue bonds and notes within the
amounts of, and as otherwise restricted by, their legislative authorization.
As of September 30, 1996, there were 17 Authorities that had outstanding debt
of $100 million or more and the aggregate outstanding debt, including
refunding bonds, of these 17 Authorities was $75.4 billion, only a portion of
which constitutes State-supported or State-related debt.
Authorities are generally supported by revenues generated by the projects
financed or operated, such as fares, user fees on bridges or tunnels, highway
tolls and rentals for dormitory rooms and housing units and charges for
occupancy at medical care facilities. In addition, State legislation
authorizes several financing techniques for Authorities. Also, there are
statutory arrangements providing for State local assistance payments
otherwise payable to localities to be made under certain circumstances to
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Authorities. Although the State has no obligation to provide additional
assistance to localities whose local assistance payments have been paid to
Authorities under these arrangements, if local assistance payments are
diverted the affected localities could seek additional State assistance. Some
Authorities also receive moneys from State appropriations to pay for the
operating costs of certain of their programs.
Ratings. On January 13, 1992, Standard & Poor's reduced its ratings on the
State's general obligation bonds from A to A-and, in addition, reduced its
ratings on the State's moral obligation, lease purchase, guaranteed and
contractual obligation debt. Standard & Poor's also continued its negative
rating outlook assessment on State general obligation debt. On April 26,
1993, Standard & Poor's revised the rating outlook assessment to stable. On
February 14, 1994, Standard & Poor's raised its outlook to positive and, on
August 5, 1996, confirmed its A-rating. On August 28, 1997, Standard & Poor's
revised its ratings on the State's general obligation bonds from A-to A and,
in addition, revised its ratings on the State's moral obligation, lease
purchase, guaranteed and contractual obligation debt. On January 6, 1992,
Moody's Investors Service reduced its ratings on outstanding
limited-liability State lease purchase and contractual obligations from A to
Baa1. On July 26, 1996, Moody's Investors Service reconfirmed its A rating on
the State's general obligation long-term indebtedness. On February 10, 1997,
Moody's confirmed its A2 rating on the State's general obligation long-term
indebtedness. Ratings reflect only the respective views of such
organizations, and an explanation of the significance of such ratings must be
obtained from the rating agency furnishing the same. There is no assurance
that a particular rating will continue for any given period of time or that
any such rating will not be revised downward or withdrawn entirely if, in the
judgment of the agency originally establishing the rating, circumstances so
warrant. A downward revision or withdrawal of such ratings, or either of
them, may have an effect on the market price of the State Municipal
Securities in which the New York Fund invests.
General Obligation Debt. As of March 31, 1997, the State had outstanding
approximately $5.03 billion in general obligation bonds, including $294
million in bond anticipation notes outstanding. Principal and interest due on
general obligation bonds and interest due on bond anticipation notes were
$749.6 million for the 1996-97 fiscal year and are estimated to be $720.9
million for the State's 1997-98 fiscal year.
Litigation. The State is a defendant in numerous legal proceedings
pertaining to matters incidental to the performance of routine governmental
operations. Such litigation includes, but is not limited to, claims asserted
against the State arising from alleged torts, alleged breaches of contracts,
condemnation proceedings and other alleged violations of State and Federal
laws. These proceedings could affect adversely the financial condition of the
State in the 1997-1998 fiscal year or thereafter.
The State believes that the 1997-1998 State Financial Plan includes
sufficient reserves for the payment of judgments that may be required during
the 1996-97 fiscal year. There can be no assurance, however, that an adverse
decision in any of these proceedings would not exceed the amount of all
potential State Plan reserves available for the payment of judgements and,
therefore, could affect the ability of the State to maintain a balanced
1997-1998 State Plan. The General Purpose Financial Statements for the
1996-1997 fiscal year report estimated probable awarded and anticipated
unfavorable judgements of $364 million, of which $134 million is expected to
be paid during the 1997-1998 fiscal year.
In addition, the State is party to other claims and litigations which its
counsel has advised are not probable of adverse court decisions. Although,
the amounts of potential losses, if any, are not presently determinable, it
is the State's opinion that its ultimate liability in these cases is not
expected to have a material adverse effect on the State's financial position
in the 1997-98 fiscal year or thereafter.
Other Localities. Certain localities in addition to the City could have
financial problems leading to requests for additional State assistance during
the State's 1997-98 fiscal year and thereafter. The potential impact on the
State of such actions by localities is not included in the projections of the
State receipts and disbursements in the State's 1997-98 fiscal year.
For example, fiscal difficulties experienced by the City of Yonkers
("Yonkers") resulted in the creation of the Financial Control Board for the
City of Yonkers (the "Yonkers Board") by the State in 1984. The Yonkers Board
is charged with oversight of the fiscal affairs of Yonkers. Future actions
taken by the Governor or the State Legislature to assist Yonkers could result
in increased State expenditures for extraordinary local assistance.
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SPECIAL INVESTMENT CONSIDERATIONS RELATING TO PENNSYLVANIA MUNICIPAL
OBLIGATIONS
The Prospectus sets forth certain general socio-economic and economic
information regarding the Commonwealth. The following information, which is
based principally on information drawn from recent Official Statements
relating to securities offerings by the Commonwealth, provides additional
information regarding certain Pennsylvania issuers of investment securities.
STATE AND CERTAIN STATE-RELATED OBLIGATIONS
The Constitutional provisions pertaining to Commonwealth debt permit the
issuance of the following types of debt: (i) debt to suppress insurrection or
rehabilitate areas affected by disaster, (ii) electorate approved debt, (iii)
debt for capital projects, subject to an aggregate debt limit of 1.75 times
the annual average tax revenues of the preceding five fiscal years, and (iv)
tax anticipation note debt payable in the fiscal year of issuance. All debt
except tax anticipation note debt must be amortized in substantial and
regular amounts.
The Commonwealth may incur debt to fund capital projects for community
colleges, highways, public improvements, transportation assistance, flood
control, redevelopment assistance, site development and the Pennsylvania
Industrial Development Authority. Before a project may be funded, it must be
itemized in a capital budget bill adopted by the General Assembly. An annual
capital budget bill states the maximum amount of debt for capital projects
that may be incurred during the current fiscal year for projects authorized
in the current or previous years' capital budget bills. Capital projects debt
is subject to a Constitutional limit on debt. Once capital projects debt has
been authorized by the necessary legislation, issuance authority rests with
two of the Issuing Officials (the Governor, the Auditor General and the State
Treasurer), one of whom must be the Governor.
The issuance of electorate approved debt is subject to the enactment of
legislation which places on the ballot the question of whether debt shall be
incurred. Such legislation must state the purposes for which the debt is to
be authorized and, as a matter of practice, includes a maximum amount of
funds to be borrowed. Upon electorate approval and enactment of legislation
implementing the proposed debt-funded program, bonds may be issued. All such
authorizing legislation to date has given issuance authority to two of the
Issuing Officials, one of whom must be the Governor.
Outstanding general obligation debt totaled $4,795 million at June 30,
1997, a decrease of $261 million from June 30, 1996. Over the 10-year period
ending June 30, 1997, total outstanding general obligation debt increased at
an annual rate of 0.5 percent. Within the most recent 5-year period,
outstanding general obligation debt has decreased at an annual rate of 0.3
percent.
Certain state-created agencies have statutory authorization to incur debt
for which state appropriations to pay debt service thereon is not required.
The debt of these agencies is supported by assets of, or revenues derived
from the various projects financed and is not an obligation of the
Commonwealth. Some of these agencies, however, are indirectly dependent on
Commonwealth appropriations. These agencies, their purposes and their
outstanding debt are as follows:
Delaware River Joint Toll Bridge Commission ("DRJTBC"): The DRJTBC, a
public corporation of the Commonwealth and New Jersey, owns and operates
bridges across the Delaware River. Debt service on bonds is paid from tolls
and other revenues of the Commission. The DRJTBC had $53.9 million in bonds
outstanding as of June 30, 1997.
Delaware River Port Authority ("DRPA"): The DRPA, a public corporation of
the Commonwealth and New Jersey, operates several toll bridges over the
Delaware River and promotes the use of the Philadelphia-Camden port. Debt
service on bonds is paid from toll revenues and other revenues pledged by
DRPA to repayment of bonds. The DRPA had $512.0 million in revenue bond debt
outstanding on June 30, 1997.
Pennsylvania Economic Development Financing Authority ("PEDFA"): The PEDFA
was created in 1987 to offer pooled bond issues for both taxable and
tax-exempt bonds on behalf of local industrial and commercial development
authorities for economic development projects. Bonds may be secured by loan
repayments and all other revenues of the PEDFA. The PEDFA had $1,070.8
million of debt outstanding as of June 30, 1997.
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Pennsylvania Energy Development Authority ("PEDA"): The PEDA was created
in 1982 to finance energy research projects, demonstration projects promoting
the production or conservation of energy and the promotion, utilization and
transportation of Pennsylvania energy resources. The authority's funding is
from appropriations and project revenues. Debt service on bonds is paid from
project revenues and other revenues pledged by PEDA to repayment of bonds.
The PEDA had $118.0 million in bonds outstanding as of June 30, 1997.
Pennsylvania Higher Education Assistance Agency ("PHEAA"): The PHEAA makes
or guarantees student loans to students or parents, or to lending
institutions or postsecondary institutions. Debt service on the bonds is paid
by loan interest and repayments and other agency revenues. The PHEAA had
$1,536.7 million in bonds outstanding as of June 30, 1997.
Pennsylvania Higher Education Facilities Authority ("PHEFA"): The PHEFA is
a public corporation of the Commonwealth established to finance college
facilities. As of June 30, 1997, the PHEFA had $2,773.7 million in revenue
bonds and notes outstanding payable from the lease rentals or loan repayments
of the projects financed. Some of the lessees or borrowers, although private
institutions, receive grants and subsidies from the Commonwealth.
Pennsylvania Industrial Development Authority ("PIDA"): The PIDA is a
public corporation of the Commonwealth established for the purpose of
financing economic development. The PIDA had $409.5 million in revenue bond
debt outstanding on June 30, 1997, to which all of its revenues are pledged.
Pennsylvania Turnpike Commission ("PTC"): The PTC operates the
Pennsylvania Turnpike System ("System"). Its outstanding indebtedness,
$1,198.5 million as of June 30, 1996, is payable from the net revenues of the
System, primarily toll revenues and rentals from leases and concessions.
Pennsylvania Infrastructure Investment Authority ("PIIA"): The PIIA was
created in 1988 to provide low interest rate loans and grants for the purpose
of constructing new and improving existing water supply and sewage disposal
systems to protect the health and safety of the citizens of the Commonwealth
and to promote economic development within the Commonwealth. Loans and grants
are available to local governments and, in certain circumstances, to private
companies. The PIIA bonds are secured by principal repayments and interest
payments on PIIA loans. The PIIA had $205.9 million revenue bonds outstanding
as of June 30, 1997.
Philadelphia Regional Port Authority ("PRPA"). The PRPA was created in
1989 for the purpose of acquiring and operating port facilities in Bucks and
Delaware Counties, and the City of Philadelphia. Debt service on the bonds is
paid by a pledge of the PRPA's revenues, rentals and receipts. The PRPA had
$61.1 million in bonds outstanding as of June 30, 1997.
State Public School Building Authority ("SPSBA"): The SPSBA finances
public school projects. Bonds issued by the SPSBA are supported by the lease
rental payments or loan repayments made to the SPSBA by local school
districts and the sponsors of community colleges. A portion of the funds
appropriated annually by the Commonwealth as aid to local school districts
may be used by them to pay such lease rental payments or loan repayments. The
SPSBA had $316.0 million of revenue bonds outstanding on June 30, 1997.
"MORAL OBLIGATIONS"
Pennsylvania Housing Finance Agency ("PHFA"): The PHFA is a state-created
agency which provides financing for housing for lower and moderate income
families in the Commonwealth. The bonds, but not the notes, of the PHFA are
partially secured by a capital reserve fund required to be maintained by the
PHFA in an amount equal to the maximum annual debt service on its outstanding
bonds in any succeeding calendar year. The statute creating PHFA provides
that if there is a potential deficiency in the capital reserve fund or if
funds are necessary to avoid default on interest, principal or sinking fund
payments on bonds or notes of PHFA, the Governor, upon notification from the
PHFA, shall place in the budget of the Commonwealth for the next succeeding
year an amount sufficient to make up any such deficiency or to avoid any such
default. The budget as finally adopted by the General Assembly may or may not
include the amount so placed therein by the Governor. PHFA is not permitted
to borrow
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additional funds so long as any deficiency exists in the capital reserve
fund. As of June 30, 1997, PHFA had $2,482.0 million of revenue bonds
outstanding.
The Hospitals and Higher Education Facilities Authority of Philadelphia
(the "Hospitals Authority"): The Hospitals Authority is a municipal authority
organized by the City of Philadelphia (the "City") to, inter alia, acquire
and prepare various sites for use as intermediate care facilities for the
mentally retarded. On August 26, 1986, the Hospitals Authority issued $20.4
million of bonds which were refunded in 1993 by a $21.1 million bond issue of
the Hospitals Authority (the "Hospitals Authority Bonds") for such facilities
for the City. The Hospitals Authority Bonds are secured by leases with the
City payable only from project revenues and a debt service reserve fund. The
Commonwealth's Department of Public Welfare ("DPW") has agreed with the
Hospitals Authority to request in DPW's annual budget submission to the
Governor, an amount of funds sufficient to alleviate any deficiency that may
arise in the debt service reserve fund for the Hospitals Authority Bonds. The
budget as finally adopted may or may not include the amount requested. If
funds are paid to the Hospitals Authority, DPW will obtain certain rights in
the property financed with the Hospitals Authority Bonds in return for such
payment.
In response to a delay in the availability of billable beds and the
revenues from these beds to pay debt service on the Hospitals Authority
Bonds, PHFA agreed in June 1989 to provide a $2.2 million low-interest loan
to the Hospitals Authority. The loan enabled the Hospitals Authority to make
all debt service payments on the Hospitals Authority Bonds during 1990.
Enough beds were completed in 1991 to provide sufficient revenues to the
Hospitals Authority to meet its debt service payments and to begin repaying
the loan from PHFA. According to the Hospitals Authority, as of June 30,
1997, $1.49 million of the loan principal was outstanding. DPW has agreed
that the additional costs arising from the PHFA loan will be reimbursed as
necessary and reasonable costs of the project.
LOCAL GOVERNMENTAL UNIT AND RELATED AUTHORITY OBLIGATIONS
Various state statutes authorize local units of government (counties,
cities, school districts and the like) to issue general obligations and
revenue obligations, subject to compliance with the requirements of such
statutes. In addition, various statutes permit local government units to
organize authorities having the power to issue obligations which are not
subject to debt limits that may be applicable to the organizing governmental
unit and which are payable from assets of or revenues derived from projects
financed by such authorities. Such authorities include parking authorities,
industrial development authorities, redevelopment authorities, transportation
authorities, water and sewer authorities, and authorities to undertake
projects for institutions of higher education and health care. Such
obligations may generally be affected by adverse changes in the economy of
the area in which such local government units or projects financed by them or
by authorities created by them are located, by changes in applicable federal,
state or local law or regulation, or by changes in levels of federal, state
or local appropriations, grants or subsidies to the extent such
appropriations, grants or subsidies directly or indirectly affect revenues of
such issuers.
INVESTMENT RESTRICTIONS
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In addition to the investment restrictions enumerated in the Prospectus,
the investment restrictions listed below have been adopted by the Fund, on
behalf of each Series, as fundamental policies, which may not be changed
without the vote of a majority of the outstanding voting securities of each
Series, as defined in the Act. Such a majority is defined as the lesser of
(a) 67% of the shares of that Series present at a meeting of shareholders, if
the holders of more than 50% of the outstanding shares of that Series are
present or represented by proxy or (b) more than 50% of the outstanding
shares of that Series. For purposes of the following restrictions and those
recited in the Prospectus: (a) an "issuer" of a security is the entity whose
assets and revenues are committed to the payment of interest and principal on
that particular security, provided that the securities guaranteed by separate
entities will be considered a separate security; (b) a "taxable security" is
any security the interest on which is subject to regular federal income tax;
and (c) all percentage limitations apply immediately after a purchase or
initial
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investment, and any subsequent change in any applicable percentage resulting
from market fluctuations or other changes in total or net assets does not
require elimination of any security from the portfolio.
The Fund, on behalf of any Series, may not:
1. Invest in common stock.
2. Invest in securities of any issuer if, to the knowledge of the Fund,
any officer or trustee of the Fund or any officer or director of the
Investment Manager owns more than 1/2 of 1% of the outstanding securities
of such issuer, and such officers, trustees and directors who own more
than 1/2 of 1% own in the aggregate more than 5% of the outstanding
securities of such issuer.
3. Purchase or sell real estate or interests therein (including limited
Partnership interests), although it may purchase securities secured by
real estate or interests therein.
4. Purchase or sell commodities except that the Fund, on behalf of each
Series, may purchase financial futures contracts and related options in
accordance with procedures adopted by the Trustees described in its
Prospectus and Statement of Additional Information.
5. Purchase oil, gas or other mineral leases, rights or royalty
contracts, or exploration or development programs.
6. Write, purchase or sell puts, calls, or combinations thereof except
options on futures contracts or options on debt securities.
7. Purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization or acquisition of
assets.
8. Borrow money, except that the Fund, on behalf of any Series, may
borrow from a bank for temporary or emergency purposes in amounts up to 5%
(taken at the lower of cost or current value) of the value of the total
assets of the Series (including the amount borrowed) less its liabilities
(not including any borrowings but including the fair market value at the
time of computation of any senior securities then outstanding).
9. Pledge its assets or assign or otherwise encumber them except to
secure permitted borrowings. (For the purpose of this restriction,
collateral arrangements with respect to the writing of options and
collateral arrangements with respect to initial margin for futures are not
deemed to be pledges of assets and neither such arrangements nor the
purchase or sale of futures are deemed to be the issuance of a senior
security as set forth in restriction 10.)
10. Issue senior securities as defined in the Act except insofar as the
Fund, on behalf of any Series, may be deemed to have issued a senior
security by reason of: (a) entering into any repurchase agreement; (b)
purchasing any securities on a when-issued or delayed delivery basis; or
(c) borrowing money in accordance with restrictions described above.
11. Make loans of money or securities, except: (a) by the purchase of
debt obligations in which the Fund may invest consistent with its
investment objective and policies; (b) by investment in repurchase
agreements; and (c) by lending its portfolio securities.
12. Make short sales of securities.
13. Purchase securities on margin, except for such short-term loans as
are necessary for the clearance of purchases of portfolio securities. The
deposit or payment by the Fund, on behalf of any Series, of initial or
variation margin in connection with futures contracts or related options
thereon is not considered the purchase of a security on margin.
14. Engage in the underwriting of securities, except insofar as the Fund,
on behalf of any Series, may be deemed an underwriter under the Securities
Act of 1933 in disposing of a portfolio security.
15. Invest for the purpose of exercising control or management of any
other issuer.
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 objective and policies as the Fund.
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PORTFOLIO TRANSACTIONS AND BROKERAGE
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The Investment Manager is responsible for decisions to buy and sell
securities and commodities for each Series of the Fund, the selection of
brokers and dealers to effect the transactions, and the negotiation of
brokerage commissions, if any. The Fund expects that the primary market for
the securities in which it intends to invest will generally be the
over-the-counter market. Securities are generally traded in the
over-the-counter market on a "net" basis with dealers acting as principal for
their own accounts without charging a stated commission, although the price
of the security usually includes a profit to the dealer. Options and futures
transactions will usually be effected through a broker and a commission will
be charged. The Fund also expects that securities for each Series will be
purchased at times in underwritten offerings where the price includes a fixed
amount of compensation, generally referred to as the underwriter's concession
or discount. On occasion, the Fund, on behalf of each Series, may also
purchase certain money market instruments directly from an issuer, in which
case no commissions or discounts are paid. For the fiscal years ended
November 30, 1995, 1996 and 1997, the Fund paid no brokerage commissions.
The Investment Manager currently serves as investment manager to a number
of clients, including other investment companies, and may in the future act
as investment manager or adviser to others. It is the practice of the
Investment Manager to cause purchase and sale transactions to be allocated
among the Fund and others whose assets it manages in such manner as it deems
equitable. In making such allocations among the Fund and other client
accounts, various factors may be considered, including the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size of
investment commitments generally held and the opinion of the persons
responsible for managing the portfolios of the Fund and other client
accounts. In the case of certain initial and secondary public offerings, the
Investment Manager may utilize a pro-rata allocation process based on the
size of the Dean Witter Funds involved and the number of shares available
from the public offering.
The policy of the Fund, regarding purchases and sales of securities for
each Series' portfolio, is that primary consideration be given to obtaining
the most favorable prices and efficient execution of transactions. In seeking
to implement the Fund's policies, the Investment Manager effects transactions
with those brokers and dealers who the Investment Manager believes provide
the most favorable prices and are capable of providing efficient executions.
If the Investment Manager believes such price and executions are obtainable
from more than one broker or dealer, it may give consideration to placing
portfolio transactions with those brokers and dealers who also furnish
research and other services to the Fund or the Investment Manager. Such
services may include, but are not limited to, any one or more of the
following: information as to the availability of securities for purchase or
sale; statistical or factual information or opinions pertaining to
investment; wire services; and appraisals or evaluations of portfolio
securities.
The information and services received by the Investment Manager from
brokers and dealers may be of benefit to the Investment Manager in the
management of accounts of some of its other clients and may not, in every
case, benefit the Fund directly. While the receipt of such information and
services is useful in varying degrees and would generally reduce the amount
of research or services otherwise performed by the Investment Manager and
thereby reduce its expenses, it is of indeterminable value and the Fund will
not reduce the management fee each Series pays to the Investment Manager by
any amount that may be attributable to the value of such services.
Pursuant to an order of the Securities and Exchange Commission, the Fund,
on behalf of each Series, may effect principal transactions in certain money
market instruments with DWR. The Fund, on behalf of each Series, will limit
its transactions with DWR to U.S. Government and Government Agency
Securities, Bank Money Instruments (i.e. Certificates of Deposit and Bankers'
Acceptances) and Commercial Paper. Such transactions will be effected with
DWR only when the price available from DWR is better than that available from
other dealers.
Consistent with the policy described above, brokerage transactions in
securities and commodities listed on exchanges or admitted to unlisted
trading privileges may be effected through DWR, Morgan
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Stanley & Co. Incorporated and other affiliated brokers and dealers. In order
for an affiliated broker or dealer to effect portfolio transactions for each
Series of the Fund, the commissions, fees or other remuneration received by
the affiliated broker or dealer must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on an exchange during a comparable period of time. This standard would
allow the affiliated broker or dealer to receive no more than the
remuneration which would be expected to be received by an unaffiliated broker
in a commensurate arms-length transaction. Furthermore, the Trustees of the
Fund, including a majority of the Trustees who are not "interested" Trustees,
have adopted procedures which are reasonably designed to provide that any
commissions, fees or other remuneration paid to an affiliated broker or
dealer are consistent with the foregoing standard. The Fund does not reduce
the management fee it pays to the Investment Manager by any amount of the
brokerage commissions it may pay to an affiliated broker or dealer. During
the fiscal year ended November 30, 1997, the Fund paid no brokerage
commissions to DWR.
PURCHASE OF FUND SHARES
- -----------------------------------------------------------------------------
As discussed in the Prospectus, the Fund offers its shares for sale to the
public through Dean Witter Distributors Inc. (the "Distributor"). The
Distributor, a Delaware corporation, is a wholly-owned subsidiary of MSDWD.
The Distributor has entered into a selected dealer agreement with DWR, which
through its own sales organization, sells shares of each Series of the Fund.
In addition, the Distributor may enter into selected dealer agreements with
other selected broker-dealers. The Trustees of the Fund, including a majority
of the Trustees who are not, and were not at the time they voted, interested
persons of the Fund, as defined in the Act (the "Independent Trustees"),
approved, at their meeting held on April 24, 1997, the current Distribution
Agreement appointing the Distributor exclusive Distributor of the Fund's
shares and providing for the Distributor to bear distribution expenses not
borne by the Fund. By its terms, the Distribution Agreement had an initial
term ending April 30, 1998, and will remain in effect from year to year
thereafter if approved by the Board. The current Distribution Agreement took
effect on May 31, 1997 upon the consummation of the merger of Dean Witter,
Discover & Co. with Morgan Stanley Group Inc. and is substantially identical
to the Fund's prior Distribution Agreement except for its dates of
effectiveness and termination.
The Distributor bears all expenses it may incur in providing services
under the Distribution Agreement. Such expenses include the payment of
commissions for sales of the Fund's shares and incentive compensation to
account executives. The Distributor will also pay certain expenses in
connection with the distribution of the shares of each Series of the Fund,
including the costs of preparing, printing and distributing advertising or
promotional materials, and the costs of printing and distributing
prospectuses and supplements thereto used in connection with the offering and
sale of the Fund's shares. The Fund bears the costs of initial typesetting,
printing and distribution of prospectuses and supplements thereto to
shareholders. The Fund also will bear the costs of registering the Fund and
its shares under federal and state securities laws. The Fund and the
Distributor have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. Under the
Distribution Agreement, the Distributor uses its best efforts in rendering
services to the Fund, but in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations, the Distributor is
not liable to the Fund or any of its shareholders for any error of judgment
or mistake of law or for any act or omission or for any losses sustained by
the Fund or its shareholders.
PLAN OF DISTRIBUTION
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under
the Act (the "Plan"). The Plan was approved by the Trustees on December 11,
1990, and by DWR as the Fund's then sole shareholder on December 26, 1990,
whereupon the Plan went into effect. With respect to the Arizona Series, the
Plan was initially approved by the Trustees on April 16, 1991. The Plan was
approved by the shareholders of each Series of the Fund at a Special Meeting
of shareholders on June 24, 1992 and on January 12, 1993. The vote of the
Trustees, which was cast in person at a meeting called for the purpose of
voting on such Plan, included a majority of the Trustees who are not and were
not at the time of their voting interested persons of the Fund and who have
and had at the time of their votes no direct or indirect
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financial interest in the operation of the Plan (the "Independent 12b-1
Trustees"). In making their decision to adopt the Plan, the Trustees
requested from DWR and received such information as they deemed necessary to
make an informed determination as to whether or not adoption of the Plan was
in the best interests of the shareholders of the Fund. After due
consideration of the information received, the Trustees, including the
Independent 12b-1 Trustees, determined that adoption of the Plan would
benefit the shareholders of the Fund.
At their meeting held on October 30, 1992, the Trustees of the Fund,
including all of the Independent 12b-1 Trustees, approved certain amendments
to the Plan which took effect in January, 1993 and were designed to reflect
the fact that upon the reorganization described above the share distribution
activities theretofore performed for the Fund by DWR were assumed by the
Distributor and DWR's sales activities are now being performed pursuant to
the terms of a selected dealer agreement between the Distributor and DWR. The
amendments provide that payments under the Plan will be made to the
Distributor rather than to DWR as before the amendment, and that the
Distributor in turn is authorized to make payments to DWR, its affiliates or
other selected broker-dealers (or direct that the Fund pay such entities
directly). The Distributor is also authorized to retain part of such fee as
compensation for its own distribution-related expenses including personal
services to shareholders and/or maintenance of shareholder accounts.
The Fund is authorized to reimburse the Distributor for specific expenses
the distributor incurs or plans to incur in promoting the distribution of the
Fund's shares. Reimbursement is made through at the end of each month. The
amount of each monthly payment may in no event exceed an amount equal to a
payment at the annual rate of 0.15 of 1% of the average daily net assets of
the shares of each Series of the Fund during the month. Such payment is
treated by each Series of the Fund as an expense in the year it is accrued.
No interest or other financing charges, if any, incurred on any distribution
expenses will be reimbursable under the Plan. In the case of all expenses
other than expenses representing a residual to account executives, such
amounts shall be determined at the beginning of each calendar quarter by the
Trustees, including a majority of the Independent 12b-1 Trustees. Expenses
representing a residual to account executives may be reimbursed without prior
determination. In the event that the Distributor proposes that monies shall
be reimbursed for other than such expenses, then in making quarterly
determinations of the amounts that may be expended by the Fund, the
Distributor will provide and the Trustees will review a quarterly budget of
projected distribution expenses to be incurred on behalf of the Fund,
together with a report explaining the purposes and anticipated benefits of
incurring such expenses. The Trustees will determine which particular
expenses, and the portions thereof, that may be borne by the Fund, and in
making such a determination shall consider the scope of the Distributor's
commitment to promoting the distribution of the Fund's shares.
The Distributor has informed the Fund that the fee payable by the Fund
each year pursuant to the Plan not to exceed to 0.15% of the Fund's average
daily net assets is characterized as a "service fee" under the Rules of the
Association of the National Association of Securities Dealers, Inc. (of which
the Distributor is a member). The fee is a payment made for personal service
and/or the maintenance of shareholder accounts.
Under the Plan, the Distributor uses its best efforts in rendering
services to the Fund, but in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations, the Distributor is
not liable to the Fund or any of its shareholders for any error of judgment
or mistake of law or for any act or omission or for any losses sustained by
the Fund or its shareholders.
The Arizona Series, California Series, Florida Series, Massachusetts
Series, Michigan Series, Minnesota Series, New Jersey Series, New York
Series, Ohio Series and Pennsylvania Series, accrued a total of $62,891,
$158,154, $98,410, $21,550, $29,218, $13,431, $61,763, $19,193, $28,294 and
$64,808, respectively pursuant to the Plan of Distribution for the fiscal
year ended November 30, 1996. Such payment amounted to an annual rate of 0.14
of 1% of the average daily net assets of the Arizona Series, Massachusetts
Series, New Jersey Series and Ohio Series and, 0.15% of the daily net assets
of the California Series, Florida Series, Michigan Series, Minnesota Series,
New York Series and Pennsylvania Series. It is estimated that the amount paid
by the Fund for distribution was for expenses
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which relate to compensation of sales personnel and associated overhead
expenses. The Distributor has informed the Fund that it received sales
charges on sales of the Fund's shares in the approximate amounts of
$1,341,329, $1,324,657, and $912,113, for the fiscal years ended 1995, 1996
and 1997, respectively.
The Plan had an initial term ending April 30, 1991 and will continue in
effect, from year to year thereafter, provided such continuance is approved
annually by a vote of the Trustees, including a majority of the Independent
12b-1 Trustees. At their meeting held on April 24, 1997, the Trustees
approved the most recent continuation of the Plan until April 30, 1998. At
that meeting, the Trustees, including a majority of the Independent 12b-1
Trustees, also approved certain technical amendments to the Plan in
connection with recent amendments adopted by the National Association of
Securities Dealers, Inc. to its Rules of Fair Practice. Prior to approving
the continuation of the Plan, the Trustees requested and received from the
Distributor and reviewed all the information which they deemed necessary to
arrive at an informed determination. In making their determination to
continue the Plan, the Trustees considered: (1) the Fund's experience under
the Plan and whether such experience indicates that the Plan is operating as
anticipated: (2) the benefits the Fund had obtained, was obtaining and would
be likely to obtain under the Plan; and (3) what services had been provided
and were continuing to be provided under the Plan to the Fund and its
shareholders. Based upon their review, the Trustees of the Fund, including
each of the independent 12b-1 Trustees, determined that continuation of the
Plan would be in the best interest of the Fund and would have a reasonable
likelihood of continuing to benefit the Fund and its shareholders. In the
Trustees' quarterly review of the Plan, they will consider its continued
appropriateness and the level of compensation provided herein. An amendment
to increase materially the maximum amount authorized to be spent under the
Plan and Agreement on behalf of any Series must be approved by the
shareholders of such Series, and all material amendments to the Plan must be
approved by the Trustees in the manner described above. The Plan may be
terminated on behalf of any Series at any time, without payment of any
penalty, by vote of the holders of a majority of the Independent 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of
such Series (as defined in the Act) on not more than 30 days written notice
to any other party to the Plan. The authority to make reimbursement payments
to the Distributor automatically terminates in the event of an assignment (as
defined in the Act); however the Trustees' authority under the Plan to
utilize its assets to finance the distribution of its shares would continue.
After such an assignment, the Fund's authority to make payments to its
Distributor would resume, subject to certain conditions. So long as the Plan
is in effect, the selection or nomination of the Independent 12b-1 Trustees
is committed to the discretion of the Independent 12b-1 Trustees.
Under the Plan, the Distributor provides each Series of the Fund, for
review by the Trustees, and the Trustees review, promptly after the end of
each fiscal quarter, a written report regarding the incremental distribution
expenses incurred by the Distributor on behalf of each Series of the Fund
during such fiscal quarter, which report includes (1) an itemization of the
types of expenses and the purposes therefor; (2) the amounts of such
expenses; and (3) a description of the benefits derived by each Series of the
Fund. In the Trustees' quarterly review of the Plan they consider its
continued appropriateness and the level of compensation provided therein.
No interested person of the Fund nor any Trustee of the Fund who is not an
interested person of the Fund, as defined in the Act, had any direct or
indirect financial interest in the operation of the Plan except to the extent
that the Distributor or certain of its employees may be deemed to have such
an interest as a result of benefits derived from the successful operation of
the Plan or as a result of receiving a portion of the amounts expended
thereunder by the Fund.
REDUCED SALES CHARGES
Right of Accumulation. As discussed in the Prospectus, investors may
combine the current value of shares purchased in separate transactions for
purposes of benefiting from the reduced sales charges available for purchases
of shares of any Series of the Fund totalling at least $25,000 in net asset
value. For example, if any person or entity who qualifies for this privilege
holds shares of one or more Series of the Fund, Class A shares of any
open-end Dean Witter Funds that are multiple class funds ("Dean
39
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Witter Multi-Class Funds") and shares of Dean Witter Hawaii Municipal Trust
("Hawaii Municipal"), a Dean Witter Fund sold with a front-end sales charge,
having a current value of $5,000, and purchases $20,000 of additional shares
of any Series of the Fund, the sales charge applicable to the $20,000
purchase would be 3.5% of the offering price.
The Distributor must be notified by the dealer or the shareholder at the
time a purchase order is placed that the purchase qualifies for the reduced
charge under the Right of Accumulation. Similar notification must be made in
writing by the dealer or the shareholder when such an order is placed by
mail. The reduced sales charge will not be granted if: (a) such notification
is not furnished at the time of the order; or (b) a review of the records of
the Distributor or Dean Witter Trust FSB (the "Transfer Agent") fails to
confirm the investor's represented holdings.
Letter of Intent. As discussed in the prospectus under the caption
"Reduced Sales Charges," reduced sales charges are available to investors who
enter into a written Letter of Intent providing for the purchase, within a
thirteen-month period, of shares of any Series of the Fund from the
Distributor or from a single dealer which has entered into a Selected Dealer
Agreement with the Distributor.
A Letter of Intent permits an investor to establish a total investment
goal to be achieved by any number of purchases over a thirteen-month period.
Each purchase made during the period will receive the reduced sales
commission applicable to the amount represented by the goal, as if it were a
single purchase. A number of shares equal in value to 5% of the dollar amount
of the Letter of Intent will be held in escrow by the Transfer Agent, in the
name of the shareholder. The initial purchase under a Letter of Intent must
be equal to at least 5% of the stated investment goal.
The Letter of Intent does not obligate the investor to purchase, nor the
Fund to sell, the indicated amount. In the event the Letter of Intent goal is
not achieved within the thirteen-month period, the investor is required to
pay the difference between the sales charge otherwise applicable to the
purchases made during this period and sales charges actually paid. Such
payment may be made directly to the Distributor or, if not paid, the
Distributor is authorized by the shareholder to liquidate a sufficient number
of his or her escrowed shares to obtain such difference.
If the goal is exceeded and purchases pass the next sales charge level,
the sales charge on the entire amount of the purchase that results in passing
that level and on subsequent purchases will be subject to further reduced
sales in the same manner as set forth above under Right of Accumulation, but
there will be no retroactive reduction of sales charges on previous
purchases. For the purpose of determining whether the investor is entitled to
a further reduced sales charge applicable to purchases at or above a sales
charge level which exceeds the stated goal of a Letter of Intent, the
cumulative current net asset value of shares of any Series owned by the
investor or any shares owned by the investor in any other Dean Witter Funds
held by the shareholder which were previously purchased at a price including
a front-end sales charge (including shares of any Series of the Fund and
shares of any other Dean Witter Funds acquired in exchange for those shares,
and including in each case shares acquired through reinvestment of dividends
and distributions) will be added to the cost or net asset value of shares of
any Series owned by the investor. However, the purchase of shares of any
other Dean Witter Funds will not be included in determining whether the
stated goal of a Letter of Intent has been reached.
At any time while a Letter of Intent is in effect, a shareholder may, by
written notice to the Distributor, increase the amount of the stated goal. In
that event, only shares purchased during the previous 90-day period and still
owned by the shareholder will be included in the new sales charge reduction.
The 5% escrow and minimum purchase requirements will be applicable to the new
stated goal. Investors electing to purchase shares of the Fund pursuant to a
Letter of Intent should carefully read such Letter of Intent.
DETERMINATION OF NET ASSET VALUE
As discussed in the Prospectus, portfolio securities (other than
short-term debt securities and futures and options) are valued for the Fund
by an outside independent pricing service approved by the Trustees. The
pricing service has informed the Fund that in valuing the portfolio
securities for each Series of the Fund it uses both a computerized grid
matrix of tax-exempt securities and evaluations by its staff, in each case
based on information concerning market transactions and quotations from
dealers which
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<PAGE>
reflect the bid side of the market each day. The portfolio securities for
each Series are thus valued by reference to a combination of transactions and
quotations for the same or other securities believed to be comparable in
quality, coupon, maturity, type of issue, call provisions, trading
characteristics and other features deemed to be relevant. The Trustees
believe that timely and reliable market quotations are generally not readily
available to the Fund for purposes of valuing tax-exempt securities and that
the valuations supplied by the pricing service, using the procedures outlined
above and subject to periodic review, are more likely to approximate the fair
value of such securities.
As stated in the Prospectus, short-term debt securities with remaining
maturities of sixty days or less at the time of purchase are valued at
amortized cost, unless the Trustees determine such does not reflect the
securities' market value, in which case these securities will be valued at
their fair value as determined by the Trustees. Other short-term debt
securities will be valued on a mark-to-market basis until such time as they
reach a remaining maturity of sixty days, whereupon they will be valued at
amortized cost using their value on the 61st day unless the Trustees
determine such does not reflect the securities' market value, in which case
these securities will be valued at their fair value as determined by the
Trustees. Listed options are valued at the latest sale price on the exchange
on which they are listed unless no sales of such options have taken place
that day, in which case they will be valued at the mean between their latest
bid and asked prices. Unlisted options are valued at the mean between their
latest bid and asked prices. Futures are valued at the latest sale price on
the commodities exchange on which they trade unless the Trustees determine
such price does not reflect their market value, in which case they will be
valued at their fair value as determined by the Trustees. All other
securities and other assets are valued at their fair value as determined in
good faith under procedures established by and under the supervision of the
Trustees.
The net asset value per share of each Series will not be determined on
such federal and non-federal holidays as are observed by the New York Stock
Exchange. The New York Stock Exchange currently observes the following
holidays: New Year's Day, Reverend Dr. Martin Luther King Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
SHAREHOLDER SERVICES
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Upon the purchase of shares of any Series of the Fund, a Shareholder
Investment Account is opened for the investor on the books of the Fund and
maintained by the Fund's Transfer Agent, Dean Witter Trust Company (the
"Transfer Agent"). This is an open account in which shares owned by the
investor are credited by the Transfer Agent in lieu of issuance of a share
certificate. If a share certificate is desired, it must be requested in
writing for each transaction. Certificates are issued only for full shares
and may be redeposited in the account at any time. There is no charge to the
investor for issuance of a certificate. Whenever a shareholder instituted
transaction takes place in the Shareholder Investment Account, the
shareholder will be mailed a confirmation of the transaction from the Fund or
from DWR or another selected broker-dealer.
Investment of Dividends or Distributions Received in Cash. Any shareholder
who receives a cash payment representing a dividend or capital gains
distribution may invest such dividend or distribution at net asset value
(without sales charge), next determined by returning the check or the
proceeds to the Transfer Agent within thirty days after the payment date. If
the shareholder returns the proceeds of a dividend or distribution, such
funds must be accompanied by a signed statement indicating that the proceeds
constitute a dividend or distribution to be invested. Such investment will be
made at the net asset value per share next determined after receipt of the
check or proceeds by the Transfer Agent.
Systematic Withdrawal Plan. A systematic withdrawal plan (the "Withdrawal
Plan") is available for shareholders who own or purchase shares of any Series
of the Fund having a minimum value of $10,000 based upon the then current
offering price. The Withdrawal Plan provides for monthly or quarterly (March,
June, September and December) checks in any dollar amount, not less than $25,
or in any whole percentage of the account balance, on an annualized basis.
The Transfer Agent acts as agent for the shareholder in tendering to the
Fund for redemption sufficient full and fractional shares to provide the
amount of the periodic withdrawal payment designated
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<PAGE>
in the application. The shares will be redeemed at their net asset value
determined, at the shareholder's option on the tenth or twenty-fifth day (or
next following business day) of the relevant month or quarter and normally a
check for the proceeds will be mailed by the Transfer Agent within five
business days after the date of redemption. The Withdrawal Plan may be
terminated at any time by the Fund.
Withdrawal plan payments should not be considered as dividends, yields or
income. If periodic withdrawal plan payments continuously exceed net
investment income and net capital gains, the shareholder's original
investment will be correspondingly reduced and ultimately exhausted.
Each withdrawal constitutes a redemption of shares and any gain or loss
realized must be recognized for federal income tax purposes. Although the
shareholder may make additional investments of $2,500 or more under the
Systematic Withdrawal Plan, withdrawals made concurrently with purchases of
additional shares are inadvisable because of the sales charges applicable to
the purchase of additional shares.
Any shareholder who wishes to have payments under the Withdrawal Plan made
to a third party or sent to an address other than the one listed on the
account must send complete written instructions to the Transfer Agent to
enroll in the Withdrawal Plan. The shareholder's signature on such
instructions must be guaranteed by an eligible guarantor acceptable to the
Transfer Agent (shareholders should contact the Transfer Agent for a
determination as to whether a particular institution is such an eligible
guarantor). A shareholder may, at any time change the amount and interval of
withdrawal payments through his or her Account Executive or by written
notification to the Transfer Agent. In addition, the party and/or address to
which checks are mailed may be changed by written notification to the
Transfer Agent, with signature guarantees required in the manner described
above. The shareholder may also terminate the Systematic Withdrawal Plan at
any time by written notice to the Transfer Agent. In the event of such
termination, the account will be continued as a regular shareholder
investment account. The shareholder may also redeem all or part of the shares
held in the Withdrawal Plan account (see "Redemptions and Repurchases" in the
Prospectus) at any time.
Direct Investments through Transfer Agent. As discussed in the Prospectus,
a shareholder may make additional investments in Fund shares at any time by
sending a check in any amount, not less than $100, payable to Dean Witter
Multi-State Municipal Series Trust (include name of Series), directly to the
Fund's Transfer Agent. After deduction of the applicable sales charge, the
balance will be applied to the purchase of shares of the respective Series at
the net asset value per share of that Series next computed after receipt of
the check or purchase payment by the Transfer Agent. The shares so purchased
will be credited to the investor's account.
EXCHANGE PRIVILEGE
As discussed in the Prospectus, the Fund makes available to its
shareholders an Exchange Privilege whereby shareholders of any Series of the
Fund may exchange their shares for shares of any other Series of the Fund,
for shares of Hawaii Municipal and for Class A shares of Dean Witter
Multi-Class Funds without the imposition of an exchange fee. Shares of the
Fund may also be exchanged for shares of any of the following funds: Dean
Witter Short-Term U.S. Treasury Trust, Dean Witter Limited Term Municipal
Trust, Dean Witter Short-Term Bond Fund, Dean Witter Intermediate Term U.S.
Treasury Trust and five Dean Witter Funds which are money market funds (the
foregoing nine funds are hereinafter referred to as the "Exchange Funds").
Exchanges may be made after the shares of the fund acquired by purchase (not
by exchange or dividend reinvestment) have been held for thirty days. There
is no holding period for exchanges of shares acquired by exchange or dividend
reinvestment. An exchange will be treated for federal income tax purposes and
applicable state income tax purposes the same as a repurchase or redemption
of shares, on which the shareholder may realize a capital gain or loss.
Shares of the Fund, Hawaii Municipal or any Exchange Fund acquired in
exchange for Class A shares of a Dean Witter Multi-Class Fund are subject to
the contingent deferred sales charge applicable
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<PAGE>
to the Class A shares of the Dean Witter Multi-Class Fund, if any, upon
redemption of the shares of the Fund, Hawaii Municipal or the Exchange Fund
(see the prospectus of the Dean Witter Multi-Class Fund for a description of
such charge and the manner in which it is calculated).
Any new account established through the Exchange Privilege will have the
same registration and cash dividend or dividend reinvestment plan as the
present account, unless the Transfer Agent receives written notification to
the contrary. For telephone exchanges, the exact registration of the existing
account and the account number must be provided.
Any shares held in certificate form cannot be exchanged but must be
forwarded to the Transfer Agent and deposited into the shareholder's account
before being eligible for exchange. (Certificates mailed in for deposit
should not be endorsed.)
With respect to the repurchase of shares of any Series of the Fund, the
application of proceeds to the purchase of new shares in the Fund or any
other of the funds and the general administration of the Exchange Privilege,
the Transfer Agent acts as agent for the Distributor and for the
shareholder's selected broker-dealer, if any, in the performance of such
functions. The Transfer Agent shall be liable for its own negligence and not
for the default or negligence of its correspondents or for losses in transit.
The Fund shall not be liable for any default or negligence of the Transfer
Agent, the Distributor or any selected broker-dealer.
The Distributor and any selected broker-dealer have authorized and
appointed the Transfer Agent to act as their agent in connection with the
application of proceeds of any redemption of Fund shares to the purchase of
shares of any other fund and the general administration of the Exchange
Privilege. No commission or discounts will be paid to the Distributor or any
selected broker-dealer for any transactions pursuant to this Exchange
Privilege.
Exchanges are subject to the minimum investment requirement and any other
conditions imposed by each fund. (The minimum initial investment is $5,000
for Dean Witter Liquid Asset Fund Inc., Dean Witter Tax-Free Daily Income
Trust, Dean Witter New York Municipal Money Market Trust and Dean Witter
California Tax-Free Daily Income Trust although those funds may, at their
discretion, accept initial investments of as low as $1,000. The minimum
initial investment for Dean Witter Short-Term U.S. Treasury Trust is $10,000,
although that fund, in its discretion, may accept initial investments of as
low as $5,000. The minimum initial investment is $5,000 for Dean Witter
Special Value Fund. The minimum initial investment for all other Dean Witter
Funds for which the Exchange Privilege is available is $1,000.) Upon exchange
into an Exchange Fund, the shares of that fund will be held in a special
Exchange Privilege Account separately from accounts of those shareholders who
have acquired their shares directly from that fund. As a result, certain
services normally available to shareholders of those funds, including the
check writing feature, will not be available for funds held in that account.
The Fund and each of the other Dean Witter Funds may limit the number of
times this Exchange Privilege may be exercised by any investor within a
specified period of time. Also, the Exchange Privilege may be terminated or
revised at any time by the Fund and/or any of the Dean Witter Funds for which
shares of the Fund have been exchanged, upon such notice as may be required
by applicable regulatory agencies (presently sixty days' prior written notice
for termination or material revision), provided that six months' prior
written notice of termination will be given to the shareholders who hold
shares of an Exchange Fund, pursuant to this Exchange Privilege and provided
further that the Exchange Privilege may be terminated or materially revised
without notice at times (a) when the New York Stock Exchange is closed for
other than customary weekends and holidays, (b) when trading on that Exchange
is restricted, (c) when an emergency exists as result of which disposal by
the Fund of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets, (d) during any other period when the Securities and Exchange
Commission by order so permits (provided that applicable rules and
regulations of the Securities and Exchange Commission shall govern as to
whether the conditions prescribed in (b) or (c) exist) or (e) if the Fund
would be unable to invest amounts effectively in accordance with its
investment objective, policies and restrictions.
For further information regarding the Exchange Privilege, shareholders
should contact their DWR account executive or the Transfer Agent.
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REDEMPTIONS AND REPURCHASES
- ------------------------------------------------------------------------------
Payment for Shares Redeemed or Repurchased. As discussed in the
Prospectus, payment for shares presented for repurchase or redemption will be
made by check within seven days after receipt by the Transfer Agent of the
certificate and/or written request in good order. The term "good order" means
that the share certificate, if any, and request for redemption, are properly
signed, accompanied by any documentation required by the Transfer Agent, and
bear signature guarantees when required by the Fund or the Transfer Agent.
Such payment may be postponed or the right of redemption suspended at times
(a) when the New York Stock Exchange is closed for other than customary
weekends and holidays, (b) when trading on that Exchange is restricted, (c)
when an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or
(d) during any other period when the Securities and Exchange Commission by
order so permits; provided that applicable rules and regulations of the
Securities and Exchange Commission shall govern as to whether the conditions
prescribed in (b) or (c) exist. If the shares to be redeemed have recently
been purchased by check (including a certified or bank cashier's check),
payment of redemption proceeds may be delayed for the minimum time needed to
verify that the check used for investment has been honored (nor more than
fifteen days from the time of receipt of the check by the Transfer Agent). It
has been and remains the Fund's policy and practice that, if checks for
redemption proceeds remain uncashed, no interest will accrue on amounts
represented by such uncashed checks. Shareholders maintaining margin accounts
with DWR or another selected broker-dealer are referred to their account
executive regarding restrictions on redemption of shares of the Fund pledged
in the margin accounts.
Involuntary Redemption. As described in the Prospectus, due to the
relatively high cost of handling small investments, the Fund reserves the
right to redeem, at net asset value, the shares of any shareholder whose
shares have a value of less than $100, or such lesser amount as may be fixed
by the Board of Trustees. However, before the Fund redeems such shares and
sends the proceeds to the shareholder, it will notify the shareholder that
the value of the shares is less than $100 and allow him or her 60 days to
make an additional investment in an amount which will increase the value of
his or her account to $100 or more before the redemption is processed.
Reinstatement Privilege. As discussed in the Prospectus, a shareholder who
has had his or her shares redeemed or repurchased and has not previously
exercised this reinstatement privilege may, within thirty days after the
redemption or repurchase, reinstate any portion or all of the proceeds of
such redemption or repurchase in shares of the Series of the Fund held by the
shareholder at the net asset value (without sales charge) next determined
after a reinstatement request, together with the proceeds, is received by the
Transfer Agent.
Exercise of the reinstatement privilege will not affect the federal income
tax and state income tax treatment of any gain or loss realized upon the
redemption or repurchase, except that if the redemption or repurchase
resulted in a loss and reinstatement is made in shares of the Fund, some or
all of the loss, depending on the amount reinstated, will not be allowed as a
deduction for federal income tax and state personal income tax purposes but
will be applied to adjust the cost basis of the shares acquired upon
reinstatement.
DIVIDENDS, DISTRIBUTIONS AND TAXES
- -----------------------------------------------------------------------------
As stated in the Prospectus, each Series of the Fund intends to distribute
substantially all of its net investment income and all of its net short-term
capital gains, if any, and will determine whether to retain all or part of
any net long-term capital gains for reinvestment. If any such gains are
retained, each Series of the Fund will pay federal income tax thereon, and
will notify shareholders that following such election by that Series, the
shareholders of that Series will be required to include such undistributed
gains in determining their taxable income and may claim their share of the
tax paid by that Series as a credit against their individual federal income
tax (but not the personal income tax of a particular state).
As discussed in the Prospectus, each Series of the Fund may invest a
portion of its assets in certain "private activity bonds" issued after August
7, 1986. As a result, a portion of the exempt-interest
44
<PAGE>
dividends paid by each Series of the Fund may be an item of tax preference to
shareholders subject to the federal alternative minimum tax. Certain
corporations which are subject to the alternative minimum tax may also have
to include exempt-interest dividends in calculating their alternative minimum
taxable income in situations where the "adjusted current earnings" of the
corporation exceeds its alternative minimum taxable income.
Each shareholder will be sent a summary of his or her account, at least
quarterly, including information as to reinvested dividends and capital gains
distributions. Share certificates for dividends or distributions will not be
issued unless a shareholder requests in writing that a certificate be issued
for a specific number of shares.
In computing interest income, each Series of the Fund will amortize any
premiums and original issue discounts on securities owned. Capital gains or
losses realized upon sale or maturity of such securities will be based on
their amortized cost.
Gains or losses on the sales of securities by each Series of the Fund will
be long-term capital gains or losses if the securities have been held by a
Series for more than twelve months. Gains or losses on the sale of securities
held for twelve months or less will be short-term capital gains or losses.
Gains and losses on the sale, expiration or other termination of options on
securities will generally be treated as gains and losses from the sale of
securities. Pursuant to present federal income tax laws, futures contracts
held by each Series of the Fund at the end of each fiscal year will be
required to be "marked to market", that is, treated as having been sold at
their fair market value at such date. Sixty percent of any gain or loss
recognized on these deemed sales will be treated as long-term capital gain or
loss, and the remainder will be treated as short-term capital gain or loss.
Gains or losses from options on futures and options on debt instruments will
also generally be treated as part short-term and part long-term capital gains
or losses, unless such gains or losses were incurred as part of a securities
"straddle," in which case the appropriate straddle rules of the Internal
Revenue Code (the "Code") would apply.
Distributions of net long-term capital gains, if any, are taxable to
shareholders as long-term capital gains regardless of how long a shareholder
has held the Fund's shares and regardless of whether the distribution is
received in additional shares or in cash. Capital gains distributions are not
eligible for the dividends received deduction. Treasury intends to issue
regulations to permit shareholders to take into account their proportionate
share of the Fund's capital gains distributions that will be subject to a
reduced rate under the Taxpayer Relief Act of 1997. The Taxpayer Relief Act
reduces the maximum tax on long-term capital gains from 28% to 20%; however,
it also lengthens the required holding period to obtain the lower rate from
more than 12 months to more than 18 months. The lower rates do not apply to
collectibles and certain other assets. Additionally, the maximum capital gain
rate for assets that are held more than five years and that are acquired
after December 31, 2000 is 18%.
Each Series of the Fund has qualified and intends to remain qualified as a
regulated investment company under Subchapter M of the Code. If so qualified,
each Series will not be subject to federal income tax on its net investment
income and capital gains, if any, realized during any fiscal year to the
extent that it distributes such income and capital gains to its shareholders.
One of the requirements for regulated investment company status is that at
least 90% of a fund's gross income be derived from dividends, interest, gains
from the sale or other disposition of securities and certain other related
income. Another requirement for regulated investment company status is that
less than 30% of a fund's gross income can be derived from gains from the
sale or other disposition of securities held less than three months.
Accordingly, each Series of the Fund may be restricted in the writing of
options on securities held for less than three months, in the writing of
options which expire in less than three months, and in effecting closing
transactions with respect to call or put options which have been written or
purchased less than three months prior to such transactions. Each Series of
the Fund may also be restricted in its ability to engage in transactions
involving futures contracts.
As discussed in the Prospectus, each Series of the Fund intends to qualify
to pay "exempt-interest dividends" to its shareholders by maintaining, as of
the close of each quarter of its taxable year, at least 50% of the value of
its total assets in tax-exempt securities. An exempt-interest dividend is
that part of
45
<PAGE>
dividend distributions made by any Series which consists of interest received
by that Series on tax-exempt securities upon which the shareholder incurs no
federal income taxes (apart from any possible application of the alternative
minimum tax).
Within 60 days after the end of its calendar year, the Fund will mail to
shareholders of each Series a statement indicating the percentage of the
dividend distributions for such fiscal year which constitutes exempt-interest
dividends and the percentage, if any, that is taxable, and the percentage, if
any, of the exempt-interest dividends which constitutes an item of tax
preference, and to what extent the taxable portion is long-term capital gain,
short-term capital gain or ordinary income. These percentages should be
applied uniformly to all monthly distributions made during the fiscal year to
determine the proportion of dividends that is tax-exempt. The percentages may
differ from the percentage of tax-exempt dividend distributions for any
particular month.
Shareholders will be subject to federal income tax on dividends paid from
interest income derived from taxable securities and on distributions of net
short-term capital gains. Such dividends and distributions are taxable to the
shareholder as ordinary dividend income regardless of whether the shareholder
receives such distributions in additional shares or in cash. Distributions of
long-term capital gains, if any, are taxable as long-term gains, regardless
of how long the shareholder has held Fund shares of any Series and whether
the distribution is received in additional shares or in cash. Since each
Series' income is expected to be derived entirely from interest rather than
dividends, none of such dividend distributions will be eligible for the 70%
dividends received deduction generally available to corporations. Net
long-term capital gains distributions are not eligible for the dividends
received deduction.
Any loss on the sale or exchange of shares of any Series of the Fund which
are held for six months or less is disallowed to the extent of the amount of
any exempt-interest dividends paid with respect to such shares. Treasury
Regulations may provide for a reduction in such required holding period. If a
shareholder receives a distribution that is taxed as long-term capital gain
on shares held for six months or less and sells those shares at a loss, the
loss will be treated as a long-term capital loss to the extent of the capital
gains distribution.
Interest on indebtedness incurred or continued by a shareholder to
purchase or carry shares of a Series of the Fund is not deductible to the
extent allocable to exempt-interest dividends of that Series of the Fund
(which allocation does not take into account capital gain dividends of that
Series of the Fund). Furthermore, entities or persons who are "substantial
users" (or related persons) of facilities financed by industrial development
bonds should consult their tax advisers before purchasing shares of any
Series of the Fund. "Substantial user" is defined generally by Income Tax
Regulation Section 1.103-11 (b) as including a "non-exempt person" who
regularly uses in a trade or business a part of a facility financed from the
proceeds of industrial development bonds.
Federal Income Tax Status. At November 30, 1997, each Series had the
following net capital loss carryovers to offset future gains to the extent
provided by regulations: Arizona Series -approximately $116,700 of which
$6,700 will be available through November 30, 2002 and $110,000 through
November 30, 2005; California Series -approximately $451,400 of which
$76,900 will be available through November 30, 2002, $247,100 through
November 30, 2003, $52,900 through November 30, 2004, and $74,500 through
November 30, 2005; Florida Series -approximately $79,700 of which $35,000
will be available through November 30, 2002 and $44,700 through November 30,
2005; Michigan Series -approximately $14,000 of which $8,400 will be
available through November 30, 2002 and $5,600 through November 30, 2005;
Minnesota Series --approximately $81,400 of which $32,000 will be available
through November 30, 2002, $24,300 through November 30, 2003, $20,300 through
November 30, 2004 and $4,800 through November 30, 2005; New Jersey Series --
approximately $5,200 which will be available through November 30, 2003; New
York Series -approximately $13,300 which will be available through November
30, 2004; Ohio Series -approximately $170,200 of which $158,100 will be
available through November 30, 2002 and $12,100 through November 30, 2005. To
the extent that these net capital loss carryovers are used to offset future
capital gains, it is probable that the gains so offset will not be
distributed to shareholders.
46
<PAGE>
From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on municipal securities. It can be expected that similar proposals
may be introduced in the future. If such a proposal were enacted, the
availability of municipal securities for investment by each Series of the
Fund could be affected. In such event, the Fund would re-evaluate its
investment objective and policies.
Any dividends or capital gains distributions received by a shareholder
from any investment company will have the effect of reducing the net asset
value of the shareholder's stock in that fund by the exact amount of the
dividend or capital gains distribution. Furthermore, capital gains
distributions are, and some portion of the dividends may be, subject to
income tax. If the net asset value of the shares should be reduced below a
shareholder's cost as a result of the payment of taxable dividends or the
distribution of realized long-term capital gains, such payment or
distribution would be in part a return of capital but nonetheless taxable to
the shareholder. Therefore, an investor should consider the tax implications
of purchasing Fund shares immediately prior to a distribution record date.
The foregoing relates to federal income taxation in effect as of the date
of the Prospectus.
The Fund is organized as a Massachusetts business trust. Under current
law, so long as it qualifies as a "regulated investment company" under the
Internal Revenue Code, the Fund itself is not liable for any income or
franchise tax in The Commonwealth of Massachusetts.
PERFORMANCE INFORMATION
- -----------------------------------------------------------------------------
As discussed in the Prospectus, from time to time each Series of the Fund
may quote its "yield" and/or its "total return" in advertisements and sales
literature. The yield of each Series is calculated for any 30-day period as
follows: the amount of interest income for each security in a particular
Series' portfolio is determined in accordance with regulatory requirements;
the total for the entire portfolio constitutes the Series' gross income for
the period. Expenses accrued during the period are subtracted to arrive at
"net investment income". The resulting amount is divided by the product of
the net asset value per share of that Series on the last day of the period
multiplied by the average number of the Series' shares outstanding during the
period that were entitled to dividends. This amount is added to 1 and raised
to the sixth power. 1 is then subtracted from the result and the difference
is multiplied by 2 to arrive at the annualized yield. For the 30 day period
ended November 30, 1997, the yields, calculated pursuant to the formula
described above, for the Arizona Series, the California Series, the Florida
Series, the Massachusetts Series, the Michigan Series, the Minnesota Series,
the New Jersey Series, the New York Series, the Ohio Series and the
Pennsylvania Series were 4.12%, 4.28%, 4.23%, 4.37%, 4.24%, 4.04%, 4.40%,
4.20%, 4.38% and 4.28% respectively.
To determine interest income from debt obligations, a yield-to-maturity,
expressed as a percentage, is determined for obligations held at the
beginning of the period, based on the current market value of the security
plus accrued interest, generally as of the end of the month preceding the
30-day period, or, for obligations purchased during the period, based on the
cost of the security (including accrued interest). The yield-to-maturity is
multiplied by the market value (plus accrued interest) for each security and
the result is divided by 360 and multiplied by 30 days or the number of days
the security was held during the period, if less. Modifications are made for
determining yield-to-maturity on certain tax-exempt securities.
Each Series of the Fund may also quote a "tax-equivalent yield" determined
by dividing the tax-exempt portion of the quoted yield by 1 minus the stated
income tax rate and adding the result to the portion of the yield that is not
tax-exempt. The tax-equivalent yield for the Arizona Series, the California
Series, the Florida Series, the Massachusetts Series, the Michigan Series,
the Minnesota Series, the New Jersey Series, the New York Series, the Ohio
Series and the Pennsylvania Series based upon a combined Federal and
respective State personal income tax bracket of 42.73%, 45.22%, 39.60%,
46.84%, 42.26%, 44.73%, 43.45%, 43.74%, 43.94% and 41.29% respectively for
the 30 day period ended November 30, 1997, were 7.19%, 7.81%, 7.00%, 8.22%,
7.34%, 7.31%, 7.78%, 7.47%, 7.81% and 7.29% respectively, based upon the
respective yields quoted above.
Each Series' "average annual total return" represents an annualization of
that Series' total return over a particular period and is computed by finding
the annual percentage rate which will result in the
47
<PAGE>
ending redeemable value of a hypothetical $1,000 investment made at the
beginning of a one, five or ten year period, or for the period from the date
of commencement of the Fund's operations, if shorter than any of the
foregoing. For the purpose of this calculation, it is assumed that all
dividends and distributions are reinvested. The formula for computing the
average annual total return involves a percentage obtained by dividing the
ending redeemable value by the amount of the initial investment, taking a
root of the quotient (where the root is equivalent to the number of years in
the period) and subtracting 1 from the result.
The average annual total returns of the Arizona Series, California Series,
the Florida Series, the Massachusetts Series, the Michigan Series, the
Minnesota Series, the New Jersey Series, the New York Series, the Ohio Series
and the Pennsylvania Series for the fiscal year ended November 30, 1997, for
the five years ended November 30, 1997 and for the period January 15, 1991
(commencement of operations) (May 1, 1991 for the Arizona Series) through
November 30, 1997 were:
<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN
FOR PERIOD
FROM
AVERAGE ANNUAL AVERAGE ANNUAL COMMENCEMENT
TOTAL RETURN FOR TOTAL RETURN FOR OF OPERATIONS
FISCAL YEAR ENDED FIVE YEARS ENDED THROUGH
SERIES NOVEMBER 30, 1997 NOVEMBER 30, 1997 NOVEMBER 30, 1997
- -------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C>
Arizona Series....... 1.42% 5.53% 6.73%
California Series ... 2.29% 6.21% 7.49%
Florida Series....... 1.86% 5.87% 7.13%
Massachusetts
Series.............. 2.41% 6.25% 7.59%
Michigan Series...... 2.26% 6.01% 7.45%
Minnesota Series .... 1.53% 5.85% 6.77%
New Jersey Series ... 2.71% 5.86% 7.29%
New York Series...... 2.78% 6.23% 7.58%
Ohio Series.......... 2.40% 6.19% 7.33%
Pennsylvania Series . 2.26% 5.98% 7.28%
</TABLE>
During the period January 15, 1991 through November 30, 1997, the
Investment Manager assumed certain expenses and waived the compensation
provided for in its Management Agreement with respect to each Series of the
Fund and during specific time periods within this period with respect to only
the Massachusetts Series, Michigan Series, Minnesota Series, New York Series
and Ohio Series. Had each such Series borne these expenses and paid these
fees, the average annual total returns for the fiscal year ended November 30,
1997, for the five years ended November 30, 1997 and for the period January
15, 1991 through November 30, 1997 would have been:
<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN
(WITHOUT WAIVER)
FOR PERIOD OF
AVERAGE ANNUAL AVERAGE ANNUAL COMMENCEMENT OF
TOTAL RETURN TOTAL RETURN OPERATIONS
(WITHOUT WAIVER) (WITHOUT WAIVER) THROUGH
FOR FISCAL YEAR ENDED FOR FIVE YEARS ENDED NOVEMBER 30,
SERIES NOVEMBER 30, 1997 NOVEMBER 30, 1997 1997
- -------------------- --------------------- -------------------- ----------------
<S> <C> <C> <C>
Massachusetts
Series.............. 2.41% 5.94% 7.25%
Michigan Series...... 2.26% 5.77% 7.16%
Minnesota Series .... 1.53% 5.35% 6.24%
New York Series...... 2.78% 5.88% 7.18%
Ohio Series.......... 2.40% 5.92% 7.01%
</TABLE>
In addition to the foregoing, each Series of the Fund may advertise its
total return over different periods of time by means of aggregate, average,
year-by-year or other types of total return figures. Such
48
<PAGE>
calculations may or may not reflect the imposition of the maximum front-end
sales charge. In addition, each Series of the Fund may also compute its
aggregate total return for specified periods by determining the aggregate
percentage rate which will result in the ending value of a hypothetical
$1,000 investment made at the beginning of the period. For the purpose of
this calculation, it is assumed that all dividends and distributions are
reinvested. The formula for computing aggregate total return involves a
percentage obtained by dividing the ending value by the initial $1,000
investment and subtracting 1 from the result.
Based on the foregoing calculation, the total returns (without deduction
for applicable sales charge) for the Arizona Series, the California Series,
the Florida Series, the Massachusetts Series, the Michigan Series, the
Minnesota Series, the New Jersey Series, the New York Series, the Ohio Series
and the Pennsylvania Series for the fiscal year ended November 30, 1997, for
the five years ended November 30, 1997 and for the period January 15, 1991
(May 1, 1991 for the Arizona Series) through November 30, 1997 were:
<TABLE>
<CAPTION>
TOTAL RETURN TOTAL RETURN
TOTAL RETURN (WITHOUT DEDUCTION (WITHOUT DEDUCTION FOR
(WITHOUT DEDUCTION OF FOR SALES CHARGE)
SALES CHARGE) SALES CHARGE) FOR PERIOD OF COMMENCEMENT
FOR FISCAL YEAR ENDED FOR FIVE YEARS ENDED OF OPERATIONS THROUGH
SERIES NOVEMBER 30, 1997 NOVEMBER 30, 1997 NOVEMBER 30, 1997
- -------------------- --------------------- --------------------- --------------------------
<S> <C> <C> <C>
Arizona Series....... 5.64% 6.39% 7.39%
California Series ... 6.55% 7.08% 8.13%
Florida Series....... 6.10% 6.74% 7.77%
Massachusetts
Series.............. 6.68% 7.12% 8.23%
Michigan Series...... 6.52% 6.87% 8.09%
Minnesota Series .... 5.76% 6.72% 7.41%
New Jersey Series ... 6.99% 6.72% 7.93%
New York Series...... 7.06% 7.10% 8.22%
Ohio Series.......... 6.67% 7.06% 7.97%
Pennsylvania Series . 6.53% 6.85% 7.92%
</TABLE>
In addition, the Fund may compute its aggregate total return for specified
periods by determining the aggregate percentage rate which will result in the
ending value of a hypothetical $1,000 investment made at the beginning of the
period. For the purpose of this calculation, it is assumed that all dividends
and distributions are reinvested. The formula for computing aggregate total
return involves a percentage obtained by dividing the ending value (without
reduction for any sales charge) by the initial $1,000 investment and
subtracting 1 from the result. Based on the foregoing calculation, the total
returns for the fiscal year ended November 30, 1997, for the five years ended
November 30, 1997 and for the period January 15, 1991 (May 1, 1991 for the
Arizona Series) through November 30, 1997 were:
<TABLE>
<CAPTION>
TOTAL RETURN
FOR PERIOD OF COMMENCEMENT
TOTAL RETURN TOTAL RETURN OF OPERATIONS
FOR FISCAL YEAR ENDED FOR FIVE YEARS ENDED THROUGH
SERIES NOVEMBER 30, 1997 NOVEMBER 30, 1997 NOVEMBER 30, 1997
- -------------------- --------------------- -------------------- --------------------------
<S> <C> <C> <C>
Arizona Series....... 5.64% 36.31% 59.98%
California Series ... 6.55% 40.80% 71.18%
Florida Series....... 6.10% 38.57% 67.28%
Massachusetts
Series.............. 6.68% 41.02% 72.27%
Michigan Series...... 6.52% 39.43% 70.72%
Minnesota Series .... 5.76% 38.42% 63.43%
New Jersey Series ... 6.99% 38.46% 68.94%
New York Series...... 7.06% 40.89% 72.15%
Ohio Series.......... 6.67% 40.68% 69.37%
Pennsylvania Series . 6.53% 39.28% 68.88%
</TABLE>
49
<PAGE>
The Fund may also advertise the growth of the hypothetical investments of
$10,000, $50,000 and $100,000 in shares of any Series of the Fund by adding 1
to the respective Series' aggregate total return to date and multiplying by
$9,600, $48,375 or $97,250 ($10,000, $50,000 or $100,000 adjusted for a 4.0%,
3.25% and 2.75% sales charge). Investments of $10,000 adjusted for a 4.0%
sales charge in the Arizona Series, California Series, Florida Series,
Massachusetts Series, Michigan Series, Minnesota Series, New Jersey Series,
New York Series, Ohio Series and Pennsylvania Series at inception would have
grown to the following amounts:
<TABLE>
<CAPTION>
INVESTMENT AT COMMENCEMENT
OF OPERATIONS OF
-----------------------------------
SERIES $10,000 $50,000 $100,000
- -------------------- --------- --------- ----------
<S> <C> <C> <C>
Arizona Series....... $15,358 $77,390 $155,581
California Series ... $16,433 $82,808 $166,473
Florida Series....... $16,059 $80,922 $162,680
Massachusetts
Series.............. $16,538 $83,336 $167,533
Michigan Series...... $16,389 $82,586 $166,025
Minnesota Series .... $15,689 $79,059 $158,936
New Jersey Series ... $16,218 $81,725 $164,294
New York Series...... $16,526 $83,278 $167,416
Ohio Series.......... $16,260 $81,933 $164,712
Pennsylvania Series . $16,212 $81,696 $164,236
</TABLE>
Each Series of the Fund from time to time may also advertise its
performance relative to certain performance rankings and indexes compiled by
independent organizations.
SHARES OF THE FUND
- -----------------------------------------------------------------------------
Shareholders of each Series of the Fund are entitled to a full vote for
each full share held. All of the Trustees have been elected by the
Shareholders of the Fund at a Special Meeting of Shareholders held on May 21,
1997. The Trustees themselves have the power to alter the number and the
terms of office of the Trustees, and they may at any time lengthen their own
terms or make their terms of unlimited duration and appoint their own
successors, provided that always at least a majority of the Trustees has been
elected by the shareholders of the Fund. Under certain circumstances the
Trustees may be removed by action of the Trustees. The shareholders also have
the right under certain circumstances to remove the Trustees. The voting
rights of shareholders are not cumulative, so that holders of more than 50
percent of the shares voting can, if they choose, elect all Trustees being
selected, while the holders of the remaining shares would be unable to elect
any Trustees.
The Fund is not required to hold Annual Meetings of Shareholders and in
ordinary circumstances the Fund does not intend to hold such meetings. The
Trustees may call Special Meetings of Shareholders for action by shareholder
vote as may be required by the Act or the Declaration of Trust.
The Declaration of Trust permits the Trustees to authorize the creation of
additional series of shares (the proceeds of which would be invested in
separate, independently managed portfolios) and additional classes of shares
within any series (which would be used to distinguish among the rights of
different categories of shareholders, as might be required by future
regulations or other unforeseen circumstances). However, the Trustees have
not presently authorized any such additional series or classes of shares.
The Declaration of Trust further provides that no Trustee, officer,
employee or agent of the Fund is liable to the Fund or to a shareholder, nor
is any Trustee, officer, employee or agent liable to any third persons in
connection with the affairs of the Fund, except as such liability may arise
from his/her or its own bad faith, willful misfeasance, gross negligence, or
reckless disregard of his/her or its duties. It also provides that all third
persons shall look solely to the Fund's property for satisfaction of claims
arising in connection with the affairs of the Fund. With the exceptions
stated, the Declaration of Trust provides that a Trustee, officer, employee
or agent is entitled to be indemnified against all liability in connection
with the affairs of the Fund.
50
<PAGE>
The Fund shall be of unlimited duration subject to the provisions in the
Declaration of Trust con cerning termination by action of the shareholders.
CUSTODIAN AND TRANSFER AGENT
- -----------------------------------------------------------------------------
The Bank of New York, 90 Washington Street, New York, New York 10286 is
the Custodian of the Fund's assets. Any Fund cash balances with the Custodian
in excess of $100,000 are unprotected by Federal deposit insurance. Such
balances may at times be substantial.
Dean Witter Trust FSB, Harborside Financial Center, Plaza Two, Jersey
City, New Jersey 07302 is the Transfer Agent of the Fund's shares and
Dividend Disbursing Agent for payment of dividends and distributions of Fund
shares and Agent for shareholders under various investment plans described
herein. Dean Witter Trust FSB is an affiliate of Dean Witter InterCapital
Inc., the Fund's Investment Manager and of Dean Witter Distributors Inc., the
Fund's Distributor. As Transfer Agent and Dividend Disbursing Agent, Dean
Witter Trust FSB's responsibilities include maintaining shareholder accounts,
disbursing cash dividends and distributions and reinvesting dividends and
distributions, processing account registration changes, handling purchase and
redemption transactions, mailing prospectuses and reports, mailing and
tabulating proxies, processing share certificate transactions, and
maintaining shareholder records and lists. For these services, Dean Witter
Trust FSB receives a per shareholder account fee from the Fund.
INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------
Price Waterhouse LLP serves as the independent accountants of the Fund.
The independent accountants are responsible for auditing the annual financial
statements of the Fund.
REPORTS TO SHAREHOLDERS
- ------------------------------------------------------------------------------
The Fund, on behalf of each Series, will send to shareholders, at least
semi-annually, reports showing each Series' portfolio and other information.
An annual report, containing financial statements audited by independent
accountants, together with their report thereon, will be sent to shareholders
each year.
The Fund's fiscal year ends on November 30. The financial statements of
the Fund must be audited at least once a year by independent accountants
whose selection is made annually by the Fund's Trustees.
VALIDITY OF SHARES OF BENEFICIAL INTEREST
- ------------------------------------------------------------------------------
The validity of shares offered by the Prospectus will be passed upon for
the Fund by Barry Fink, Esq., who is an officer and General Counsel of the
Investment Manager and an officer and General Counsel of the Fund.
LEGAL COUNSEL
- ------------------------------------------------------------------------------
Barry Fink, Esq., who is an officer and the General Counsel of the
Investment Manager, is an officer and the General Counsel of the Fund.
EXPERTS
- ------------------------------------------------------------------------------
The financial statements of the Fund for the fiscal year ended November
30, 1997 included in this Statement of Additional Information and
incorporated by reference in the Prospectus have been so included and
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
51
<PAGE>
REGISTRATION STATEMENT
- ------------------------------------------------------------------------------
This Statement of Additional Information and the Prospectus do not contain
all of the information set forth in the Registration Statement the Fund has
filed with the Securities and Exchange Commission. The complete Registration
Statement may be obtained from the Securities and Exchange Commission upon
payment of the fee prescribed by the rules and regulations of the Commission.
52
<PAGE>
APPENDIX
- -----------------------------------------------------------------------------
RATINGS OF INVESTMENTS
MOODY'S INVESTORS SERVICE INC. ("MOODY'S")
MUNICIPAL BOND RATINGS
<TABLE>
<CAPTION>
<S> <C>
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa Bonds which are rated Baa are considered as medium grade obligation; i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.
Bonds rated Aaa, Aa, A and Baa are considered investment grade bonds.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and therefore not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.
Ca Bonds which are rated Ca present obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
</TABLE>
Conditional Rating: Bonds for which the security depends upon the
completion of some act of the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operation experience,
(c) rentals which begin when facilities are completed, or (d) payments to
which some other limiting condition attaches. Parenthetical rating denotes
probable credit stature upon completion of construction or elimination of
basis of condition.
Rating Refinements: Moody's may apply numerical modifiers, 1, 2 and 3 in
each generic rating classification from Aa through B in its municipal bond
rating system. The modifier 1 indicates a mid-range ranking; and a modifier 3
indicates that the issue ranks in the lower end of its generic rating
category.
53
<PAGE>
MUNICIPAL NOTE RATINGS
Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade (MIG). MIG 1 denotes best quality and
means there is present strong protection from established cash flows,
superior liquidity support or demonstrated broad-based access to the market
for refinancing. MIG 2 denotes high quality and means that margins of
protection are ample although not as large as in MIG 1. MIG 3 denotes
favorable quality and means that all security elements are accounted for but
that the undeniabale strength of the previous grades, MIG 1 and MIG 2, is
lacking. MIG 4 denotes adequate quality and means that the protection
commonly regarded as required of an investment security is present and that
while the notes are not distinctly or predominantly speculative, there is
specific risk.
VARIABLE RATE DEMAND OBLIGATIONS
A short-term rating, in addition to the Bond or MIG ratings, designated
VMIG may also be assigned to an issue having a demand feature. The assignment
of the VMIG symbol reflects such characteristics as payment upon periodic
demand rather than fixed maturity dates and payment relying on external
liquidity. The VMIG rating criteria are identical to the MIG criteria
discussed above.
COMMERCIAL PAPER RATINGS
Moody's Commercial Paper ratings are opinions of the ability to repay
punctually promissory obligations not having an original maturity in excess
of nine months. These ratings apply to Municipal commercial Paper as well as
taxable Commercial Paper. Moody's employs the following three designations,
all judged to be investment grade, to indicate the relative repayment
capacity of rated issuers: Prime-1, Prime-2, Prime-3.
Issuers rated Prime-1 have a superior capacity for repayment of short-term
promissory obligations. Issuers rated Prime-2 have a strong capacity for
repayment of short-term promissory obligations; and Issuers rated Prime-3
have an acceptable capacity for repayment of short-term promissory
obligations. Issuers rated Not Prime do not fall within any of the Prime
rating categories.
STANDARD & POOR'S CORPORATION ("STANDARD & POOR'S")
MUNICIPAL BOND RATINGS
A Standard & Poor's municipal rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers,
or lessees.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. The
ratings are based, in varying degrees, on the following considerations: (1)
likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation; (2) nature of and provisions of the obligation; and
(3) protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
Standard & Poor's does not perform an audit in connection with any rating
and may, on occasion, rely on unaudited financial information. The ratings
may be changed, suspended or withdrawn as a result of changes in, or
unavailability of, such information, or for other reasons.
<TABLE>
<CAPTION>
<S> <C>
AAA Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest-rated issues only in small degree.
54
<PAGE>
A Debt rated "A" has a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher-rated
categories.
BBB Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher-rated categories.
Bonds rated AAA, AA, A and BBB are considered investment grade bonds.
BB Debt rated "BB" has less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payment.
B Debt rated "B" has a greater vulnerability to default but presently has the
capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions would likely impair capacity or
willingness to pay interest and repay principal.
CCC Debt rated "CCC" has a current identifiable vulnerability to default, and is
dependent upon favorable business, financial and economic conditions to meet
timely payments of interest and repayments of principal. In the event of
adverse business, financial or economic conditions, it is not likely to have
the capacity to pay interest and repay principal.
CC The rating "CC" is typically applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC" rating.
C The rating "C" is typically applied to debt subordinated to senior debt which
is assigned an actual or implied "CCC" debt rating.
Cl The rating "Cl" is reserved for income bonds on which no interest is being
paid.
D Debt rated "D" is in payment default. The 'D' rating category is used when
interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The 'D' rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
NR Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that Standard & Poor's does not rate
a particular type of obligation as a matter of policy.
Bonds rated "BB", "B", "CCC", "CC" and "C" are regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. "BB" indicates the least degree of speculation
and "C" the highest degree of speculation. While such debt will likely have
some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
Plus (+) or minus(-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
ratings categories.
The foregoing ratings are sometimes followed by a "p" which indicates that
the rating is provisional. A provisional rating assumes the successful
completion of the project being financed by the bonds being rated and
indicates that payment of debt service requirements is largely or entirely
dependent upon the successful and timely completion of the project. This
rating, however, while addressing credit quality subsequent to completion of
the project, makes no comment on the likelihood or risk of default upon
failure of such completion.
</TABLE>
55
<PAGE>
MUNICIPAL NOTE RATINGS
Commencing on July 27, 1984, Standard & Poor's instituted a new rating
category with respect to certain municipal note issues with a maturity of
less than three years. The new note ratings denote the following:
SP-1 denotes a very strong or strong capacity to pay principal and
interest. Issues determined to possess overwhelming safety
characteristics are given a plus (+) designation (SP-1+).
SP-2 denotes a satisfactory capacity to pay principal and interest.
SP-3 denotes a speculative capacity to pay principal and interest.
COMMERICAL PAPER RATINGS
Standard and Poor's commerical paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. The commercial paper rating is not a recommendation to
purchase or sell a security. The ratings are based upon current information
furnished by the issuer or obtained by S&P from other sources it considers
reliable. The ratings may be changed, suspended, or withdrawn as a result of
changes in or unavailability of such information. Ratings are graded into
group categories, ranging from "A" for the highest quality obligations to "D"
for the lowest. Ratings are applicable to both taxable and tax-exempt
commercial paper. The categories are as follows:
Issues assigned A ratings are regarded as having the greatest capacity for
timely payment. Issues in this category are further refined with the
designation 1, 2 and 3 to indicate the relative degree of safety.
A-1 indicates that the degree of safety regarding timely payments is very
strong.
A-2 indicates capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as overwhelming as for
issues designated "A-1".
A-3 indicates a satisfactory capacity for timely payment. Obligations
carrying this designation are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying the
higher designations.
56
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- ARIZONA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ARIZONA TAX-EXEMPT MUNICIPAL BONDS (93.9%)
General Obligation (12.7%)
$ 200 Chandler, Sierra Vista Refg Ser 1991 (FGIC) ..................... 7.00 % 07/01/12 $ 218,106
1,000 Paradise Valley Unified School District #69, Ser B 1995 (MBIA) .. 5.25 07/01/15 1,006,820
Phoenix,
500 Refg Ser 1993 A ................................................ 5.25 07/01/12 507,160
1,550 Refg Ser 1992 .................................................. 6.375 07/01/13 1,696,583
750 Tucson, Refg Ser 1995 (FGIC) .................................... 5.50 07/01/12 780,000
1,000 Tucson Unified School District #1, 1989 Ser D 1992 (FGIC) ....... 6.10 07/01/11 1,091,560
- ----------- -------------
5,000 5,300,229
- ----------- -------------
Educational Facilities Revenue (5.0%)
1,000 Arizona Board of Regents, Arizona State University Ser 1992 A ... 5.50 07/01/19 1,011,440
1,000 University of Arizona, Telecommunications Ser 1991 COPs ......... 6.50 07/15/12 1,103,840
- ----------- -------------
2,000 2,115,280
- ----------- -------------
Hospital Revenue (9.5%)
700 Arizona Health Facilities Authority, Pheonix Memorial Hospital
Refg Ser 1991** ............................................... 8.20 06/01/21 766,584
2,000 Maricopa County Industrial Development Authority, Catholic
Healthcare
West 1992 Ser A (MBIA) ......................................... 5.75 07/01/11 2,084,380
1,100 Pima County Industrial Development Authority, Carondelet Health
Care Corp Ser 1993 (MBIA) ...................................... 5.25 07/01/13 1,129,480
- ----------- -------------
3,800 3,980,444
- ----------- -------------
Industrial Development/Pollution Control Revenue (9.2%)
1,000 Greenlee County Industrial Development Authority, Phelps Dodge
Corp Refg 1994 ................................................. 5.45 06/01/09 1,029,470
1,000 Mohave County Industrial Development Authority, Citizens
Utilities Co
1993 Ser B (AMT) ............................................... 5.80 11/15/28 1,017,750
1,700 Santa Cruz County Industrial Development Authority, Citizens
Utilities Co Ser 1991 (AMT) .................................... 7.15 02/01/23 1,791,341
- ----------- -------------
3,700 3,838,561
- ----------- -------------
Mortgage Revenue -Multi-Family (2.4%)
955 Pima County Industrial Development Authority, Rancho Mirage Ser
1992 (AMT)(AGRC) ............................................... 7.05 04/01/22 1,010,132
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
57
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- ARIZONA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
Public Facilities Revenue (4.9%)
Arizona,
$ 500 Refg Ser 1992 B COPs (AMBAC) ................................... 6.25 % 09/01/10 $ 540,675
500 Ser 1991 COPs (FSA) ............................................ 6.25 09/01/11 536,565
1,000 Puerto Rico Infrastructure Financing Authority, Special Tax Ser
1997 A (AMBAC)(WI) ............................................. 5.00 07/01/28 969,490
- ----------- -------------
2,000 2,046,730
- ----------- -------------
Transportation Facilities Revenue (14.0%)
1,000 Phoenix, Street & Highway User Refg Ser 1993** ................. 5.125 07/01/11 1,002,130
1,680 Phoenix Civic Improvement Corporation, Airport Terminal Excise
Tax Ser 1989 (AMT) ............................................. 7.80 07/01/11 1,718,455
Tucson,
1,000 Street & Highway User Sr Lien Refg Ser 1993 .................... 5.50 07/01/09 1,040,820
1,000 Street & Highway User Sr Lien Refg Ser 1996 (MBIA) ............. 6.00 07/01/10 1,109,370
1,000 Puerto Rico Highway & Transportation Authority, Refg Ser X ...... 5.25 07/01/21 973,570
- ----------- -------------
5,680 5,844,345
- ----------- -------------
Water & Sewer Revenue (19.9%)
1,000 Arizona Wastewater Management Authority, Wastewater Ser 1992 A
(AMBAC) ........................................................ 5.95 07/01/12 1,055,840
Chandler,
750 Water & Sewer Refg Ser 1991 (FGIC) ............................. 7.00 07/01/12 817,898
1,000 Water & Sewer Refg Ser 1992 (FGIC) ............................. 6.25 07/01/13 1,083,780
1,000 Gilbert, Water & Wastewater Refg Ser 1992 (FGIC) ................ 6.50 07/01/22 1,098,790
Phoenix Civic Improvement Corporation,
1,000 Wastewater Jr Lien Ser 1994 .................................... 5.45 07/01/19 1,014,330
1,000 Wastewater Refg Ser 1993 ....................................... 4.75 07/01/23 910,360
2,200 Tucson, Water Refg Ser 1991 ..................................... 6.50 07/01/16 2,372,678
- ----------- -------------
7,950 8,353,676
- ----------- -------------
Other Revenue (1.7%)
700 Puerto Rico Industrial, Tourist, Educational, Medical &
Environmental Control Facilities Financing Authority, Teachers
Retirement 1996 Ser B .......................................... 5.50 07/01/16 719,775
- ----------- -------------
Refunded (14.6%)
1,150 Arizona Health Facilities Authority, Phoenix Baptist Hospital &
Medical Center Inc & Medical Environments Inc Ser 1992
(MBIA)(ETM) .................................................... 6.25 09/01/11 1,259,423
1,500 Arizona Transportation Board, Sub Highway Ser 1991 A ............ 6.50 07/01/01++ 1,632,690
1,000 Central Arizona Water Conservative District, Ser 1991 B ......... 6.50 05/01/01++ 1,088,290
1,000 Phoenix, Street & Highway User Ser 1992 ......................... 6.25 07/01/02++ 1,092,870
SEE NOTES TO FINANCIAL STATEMENTS
58
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- ARIZONA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
$ 1,000 Salt River Agricultural Improvement & Power District, Refg 1992
Ser D .......................................................... 6.25% 01/01/02++ $ 1,070,480
- ----------- -------------
5,650 6,143,753
- ----------- -------------
37,435 TOTAL ARIZONA TAX-EXEMPT MUNICIPAL BONDS
(Identified Cost $36,930,105) ................................... 39,352,925
- ----------- -------------
SHORT-TERM ARIZONA TAX-EXEMPT MUNICIPAL OBLIGATION (6.1%)
1,800 Pinal County Industrial Development Authority, Newmont Mining
Corp Ser 1984 (Demand 12/01/97) ............................... 3.85* 12/01/09 1,800,000
700 Puerto Rico Infrastructure Financing Authority, Special Tax Ser
1988 A ......................................................... 7.90 07/01/98++ 731,052
- ----------- -------------
2,500 TOTAL SHORT-TERM ARIZONA TAX-EXEMPT MUNICIPAL OBLIGATIONS
(Identified Cost $2,516,278) ................................... 2,531,052
- ----------- -------------
$39,935 TOTAL INVESTMENTS (Identified Cost $39,446,383) (a) ...................... 100.0% 41,883,977
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ............................ 0.0 6,581
------ -------------
NET ASSETS ................................................................ 100.0% $41,890,558
====== =============
</TABLE>
- ------------
AMT Alternative Minimum Tax.
COPs Certificates of Participation.
ETM Escrowed to maturity.
WI Security purchased on a when issued basis.
++ Prerefunded to call date shown.
++ Refunded to call date shown by forward delivery contract.
* Current coupon of variable rate demand obligation.
** All or a portion of these securities are segregated in
connection with the purchase of when issued securities.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross and net unrealized
appreciation is $2,437,594.
Bond Insurance:
AGRC Asset Guaranty Reinsurance Company.
AMBAC AMBAC Indemnity Corporation.
FGIC Financial Guaranty Insurance Company.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
59
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- CALIFORNIA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ---------------------------------------------------------------- -------- ------------ --------------
<S> <C> <C> <C> <C>
CALIFORNIA TAX-EXEMPT MUNICIPAL BONDS (94.4%)
General Obligation (5.8%)
$ 2,000 California, Various Purpose 04/01/93 (FSA) ...................... 5.50 % 04/01/19 $ 2,021,480
2,500 Carlsbad Unified School District, Ser 1997 (FGIC) ............... 0.00 11/01/16 918,750
3,000 Mojave Water Agency, Impr Dist M Morongo Basin Pipeline Refg
Ser 1996 (FGIC) ................................................ 5.80 09/01/22 3,139,050
- ----------- --------------
7,500 6,079,280
- ----------- --------------
Educational Facilities Revenue (10.5%)
California Educational Facilities Authority,
2,000 Carnegie Institution of Washington 1993 Ser A .................. 5.60 10/01/23 2,022,580
4,000 Claremont Colleges Ser 1992 .................................... 6.375 05/01/22 4,243,920
2,000 Loyola Marymount University Refg Ser 1992 ...................... 6.00 10/01/14 2,066,140
2,500 University of Southern California Ser 1993 B ................... 5.80 10/01/15 2,610,125
- ----------- --------------
10,500 10,942,765
- ----------- --------------
Electric Revenue (9.7%)
2,000 Kings River Conservation District, Pine Flat Power Ser D ........ 6.00 01/01/17 2,085,180
2,000 Los Angeles Department of Water & Power, Refg Issue of 1993
(Secondary AMBAC) .............................................. 5.375 09/01/23 1,971,020
1,000 Sacramento Municipal Utility District, Refg 1993 Ser D (MBIA) ... 5.625 11/15/15 1,020,200
5,000 Southern California Public Power Authority, Mead -Phoenix
(AMBAC) ........................................................ 5.15 07/01/15 4,994,050
- ----------- --------------
10,000 10,070,450
- ----------- --------------
Hospital Revenue (15.1%)
California Health Facilities Financing Authority,
2,000 Catholic Health Corp Ser 1992 (MBIA) ........................... 6.00 07/01/13 2,105,300
2,000 Cedars-Sinai Medical Center Ser 1997 A (MBIA) .................. 5.25 08/01/27 1,961,520
3,000 Scripps Memorial Hospitals Ser 1992 A (MBIA)** ................. 6.375 10/01/22 3,272,580
California Statewide Communities Development Authority,
2,000 Cedars-Sinai Medical Center Ser 1992 COPs ...................... 6.50 08/01/12 2,273,280
2,000 John Muir/Mount Diablo Health COPs (MBIA) ...................... 5.125 08/15/22 1,938,540
2,000 Duarte, City of Hope National Medical Center Ser 1993 COPs ...... 6.00 04/01/08 2,079,500
2,000 Duarte, City of Hope National Medical Center Ser 1993 COPs ...... 6.125 04/01/13 2,078,160
- ----------- --------------
15,000 15,708,880
- ----------- --------------
Industrial Development/Pollution Control Revenue (2.6%)
California Pollution Control Financing Authority,
1,000 Pacific Gas & Electric Co 1992 Ser A (AMT) ..................... 6.625 06/01/09 1,089,050
1,500 San Diego Gas and Electric Co 1996 Ser A ....................... 5.90 06/01/14 1,622,340
- ----------- --------------
2,500 2,711,390
- ----------- --------------
SEE NOTES TO FINANCIAL STATEMENTS
60
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- CALIFORNIA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ---------------------------------------------------------------- -------- ------------ --------------
Mortgage Revenue -Multi-Family (2.1%)
$ 2,000 California Housing Finance Agency, Rental II 1992 Ser B ......... 6.70 % 08/01/15 $ 2,121,780
- ----------- --------------
Mortgage Revenue -Single-Family (4.9%)
690 California Housing Finance Agency, Home 1991 Ser C (AMT) (MBIA) . 7.00 08/01/23 726,908
3,000 California Rural Home Finance Authority, 1997 Ser A ............. 6.25 09/01/29 3,337,440
935 Puerto Rico Housing Finance Corporation, Portfolio One
GNMA-Backed
Ser C .......................................................... 6.85 10/15/23 988,809
- ----------- --------------
4,625 5,053,157
- ----------- --------------
Public Facilities Revenue (8.7%)
2,000 Los Angeles County, 1991 Master Refg COPs ....................... 6.708 05/01/15 2,113,200
2,000 San Jose Financing Authority, Convention Center Refg 1993 Ser C . 6.375 09/01/13 2,127,620
2,700 Torrance, Refg 1991 COPs ........................................ 6.80 07/01/12 2,926,260
2,000 Puerto Rico Infrastructure Financing Authority, Special Tax Ser
1997 A (AMBAC)(WI) ............................................. 5.00 07/01/28 1,938,980
- ----------- --------------
8,700 9,106,060
- ----------- --------------
Tax Allocation (1.0%)
1,000 Industry Urban-Development Agency, Transportation-Distribution-
Industrial Redev Proj #3 1992 Refg ............................ 6.90 11/01/16 1,087,480
- ----------- --------------
Transportation Facilities Revenue (5.0%)
2,000 Los Angeles County Transportation Commission, Sales Tax Ser
1991-B ......................................................... 6.50 07/01/13 2,141,140
1,000 San Francisco Bay Area Rapid Transit District, Sales Tax Ser
1991 (FGIC) .................................................... 6.60 07/01/12 1,088,710
2,000 San Joaquin Hills Transportation Corridor Agency, Toll Road Refg
Ser 1997 A (MBIA) .............................................. 5.25 01/15/30 1,972,360
- ----------- --------------
5,000 5,202,210
- ----------- --------------
Water & Sewer Revenue (15.5%)
1,000 Alameda County Water District, 1992 COPs (MBIA) ................. 6.20 06/01/13 1,058,340
745 California Department of Water Resources, Central Valley Ser
J-2 ............................................................ 6.00 12/01/20 774,636
1,000 Contra Costa Water Authority, 1992 Ser E (AMBAC) ................ 6.25 10/01/12 1,141,120
3,000 East Bay Municipal Utility District, Water Refg Ser 1992** ...... 6.00 06/01/20 3,154,710
1,000 Los Angeles, Wastewater 1991 Ser C .............................. 7.10 06/01/18 1,062,260
2,600 Metropolitan Water District of Southern California, Waterworks
1997 Ser A (WI) ................................................ 5.00 07/01/26 2,504,190
4,000 San Diego County Water Authority, Ser 1991-B COPs (MBIA) ........ 6.30 04/08/21 4,380,200
2,000 San Francisco Public Utilities Commission, Water 1992 Refg Ser
A .............................................................. 6.00 11/01/15 2,109,460
- ----------- --------------
15,345 16,184,916
- ----------- --------------
SEE NOTES TO FINANCIAL STATEMENTS
61
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- CALIFORNIA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ---------------------------------------------------------------- -------- ------------ --------------
Refunded (13.5%)
$ 1,000 Berkeley, Alta Bates Medical Center Refg Ser A .................. 6.50% 12/01/02 ++ $ 1,116,260
2,000 California Educational Facilities Authority, University of San
Francisco
Ser 1992 ....................................................... 6.40 10/01/02 ++ 2,224,460
2,000 California Public Works Board, California State University 1992
Ser A .......................................................... 6.70 10/01/02 ++ 2,250,500
2,000 Central Coast Water Authority, Ser 1992 (AMBAC) ................. 6.50 10/01/02 ++ 2,233,140
2,700 Mojave Water Agency, Impr Dist M Morongo Basin Pipeline Ser
1992 ........................................................... 6.60 09/01/02 ++ 3,022,191
1,000 San Diego County Regional Transportation Commission Sales Tax
1991 Ser A (ETM)** ............................................. 6.00 04/01/08 1,089,350
2,000 Santa Clara Transit District, Sales Tax 1991 Ser A .............. 6.25 12/01/00 ++ 2,124,020
- ----------- --------------
12,700 14,059,921
- ----------- --------------
94,870 TOTAL CALIFORNIA TAX-EXEMPT MUNICIPAL BONDS
(Identified Cost $91,668,951) ........................................................... 98,328,289
- ----------- --------------
SHORT-TERM CALIFORNIA TAX-EXEMPT MUNICIPAL OBLIGATIONS (5.1%)
4,300 Newport Beach, Hoag Memorial Hospital/Presbyterian Ser 1992
(Demand 12/01/97) ............................................. 3.80* 10/01/22 4,300,000
1,000 Puerto Rico Infrastructure Financing Authority, Special Tax Ser
1988 A ......................................................... 7.90 07/01/98 ++ 1,044,360
- ----------- --------------
5,300 TOTAL SHORT-TERM CALIFORNIA TAX-EXEMPT MUNICIPAL OBLIGATIONS 5,344,360
- ----------- (Identified Cost $5,322,701) ................................... --------------
$100,170 TOTAL INVESTMENTS (Identified Cost $96,991,652) (a) ....................... 99.5% 103,672,649
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ........................... 0.5 536,420
------------ --------------
NET ASSETS ............................................................... 100.0% $104,209,069
============ ==============
</TABLE>
AMT Alternative Minimum Tax.
COPs Certificates of Participation.
ETM Escrowed to maturity.
WI Security purchased on a when issued basis.
++ Prerefunded to call date shown.
++ Refunded to call date shown by forward delivery contract.
* Current coupon of variable rate demand obligation.
** All or a portion of these securities are segregated in
connection with the purchase of when issued securities.
(a) The aggregate cost for federal income tax purposes approximates
identified cost.
The aggregate gross unrealized appreciation is $6,688,650 and
the aggregate gross unrealized depreciation is $7,653, resulting
in net unrealized appreciation of $6,680,997.
Bond Insurance:
AMBAC AMBAC Indemnity Corporation.
FGIC Financial Guaranty Insurance Company.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
62
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- FLORIDA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FLORIDA TAX-EXEMPT MUNICIPAL BONDS (95.4%)
General Obligation (2.5%)
$1,500 Florida Board of Education, Capital Outlay Refg Ser 1992 A ..... 6.40 % 06/01/19 $1,622,295
- ----------- -------------
Educational Facilities Revenue (2.4%)
1,500 Volusia County Educational Facilities Authority, Embry-Riddle
Aeronautical University Ser 1996 A ............................. 6.125 10/15/16 1,578,405
- ----------- -------------
Electric Revenue (9.2%)
2,000 Jacksonville Electric Authority, St Johns River Power Park Issue
2 Ser 7 ........................................................ 5.50 10/01/14 2,017,720
Orlando Utilities Commission,
1,000 Refg Ser 1993 A ................................................ 5.25 10/01/14 999,930
1,000 Ser 1993 ....................................................... 5.125 10/01/19 974,920
2,000 Puerto Rico Electric Power Authority, Power Ser O ............... 5.00 07/01/12 1,965,360
- ----------- -------------
6,000 5,957,930
- ----------- -------------
Hospital Revenue (10.5%)
1,000 Alachua County Health Facilities Authority, Shands Teaching
Hospital &
Clinics Ser 1996 A (MBIA) ...................................... 6.25 12/01/11 1,141,140
500 Cape Canaveral Hospital District, Cape Canaveral Hospital Ser
1991 COPs (AMBAC) .............................................. 6.875 01/01/21 541,850
1,000 Hillsborough County Industrial Authority, Allegany Health/John
Knox
Village of Tampa Bay Inc Ser 1992 (MBIA) ....................... 6.375 12/01/12 1,080,960
1,000 Jacksonville, University Medical Center Inc Ser 1992 (Connie
Lee) ........................................................... 6.60 02/01/21 1,088,690
2,000 Orange County Health Facilities Authority, Adventist
Health/Sunbelt Ser 1995 (AMBAC) ................................ 5.25 11/15/20 1,971,100
965 Polk County Industrial Development Authority, United Haven
Hospital 1985 Ser 2 (MBIA) ..................................... 6.25 09/01/15 1,038,745
- ----------- -------------
6,465 6,862,485
- ----------- -------------
Industrial Development/Pollution Control Revenue (9.0%)
Citrus County,
1,000 Florida Power Corp Refg Ser 1992 B ............................. 6.35 02/01/22 1,067,990
2,000 Florida Power Corp Refg Ser 1992 A** ........................... 6.625 01/01/27 2,156,120
1,500 St Johns County Industrial Development Authority, Professional
Golf Hall of Fame Ser 1996 (MBIA) .............................. 5.80 09/01/16 1,574,625
1,000 St Lucie County, Florida Power & Light Co Ser 1992 (AMT) ....... 6.70 05/01/27 1,081,730
- ----------- -------------
5,500 5,880,465
- ----------- -------------
Mortgage Revenue -Single Family (3.5%)
540 Brevard County Housing Finance Authority, Refg Ser 1991 B (FSA) . 7.00 03/01/13 573,070
385 Florida Housing Finance Agency, GNMA Collateral 1990 Ser G-1
(AMT) ......................................................... 7.90 03/01/22 409,120
1,230 Puerto Rico Housing Finance Corporation, Portfolio One
GNMA-Backed Ser C .............................................. 6.85 10/15/23 1,300,786
- ----------- -------------
2,155 2,282,976
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
63
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- FLORIDA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
Public Facilities Revenue (9.9%)
$ 1,000 Miami Sports & Exhibition Authority, Refg Ser 1992 A (FGIC) .... 6.15 % 10/01/20 $ 1,066,360
2,000 Orlando, Capital Improvement Refg Ser 1992 ...................... 6.00 10/01/22 2,079,560
3,000 Palm Beach County, Criminal Justice Ser 1997 (FGIC) ............. 5.75 06/01/13 3,257,700
- ----------- -------------
6,000 6,403,620
- ----------- -------------
Resource Recovery Revenue (3.3%)
950 Broward County, Broward Waste Energy Co North Ser 1984 .......... 7.95 12/01/08 1,035,433
1,000 Lee County, Solid Waste Ser 1991 A (AMT)(MBIA) .................. 6.50 10/01/13 1,078,510
- ----------- --------------
1,950 2,113,943
- ----------- -------------
Transportation Facilities Revenue (20.4%)
Dade County,
1,000 Aviation 1992 Ser B (AMT)(MBIA) ................................ 6.60 10/01/22 1,091,850
1,000 Seaport Refg Ser 1996 (MBIA) ................................... 5.125 10/01/26 977,100
1,000 Florida Department of Transportation, Turnpike Ser 1991 A
(AMBAC) ........................................................ 6.25 07/01/20 1,060,110
Greater Orlando Aviation Authority,
1,000 Ser 1997 (AMT)(FGIC)(WI) ....................................... 5.75 10/01/11 1,072,130
750 Ser 1992 A (AMT)(FGIC) ......................................... 6.50 10/01/12 816,023
1,000 Ser 1993 A (AMT)(AMBAC) ........................................ 5.50 10/01/18 997,460
1,000 Hillsborough County Aviation Authority, Tampa Int'l Airport Refg
Ser 1993 B (FGIC) .............................................. 5.60 10/01/19 1,019,610
1,500 Lee County, Refg Ser 1991 (AMBAC) ............................... 6.00 10/01/17 1,561,290
3,000 Mid-Bay Bridge Authority, Sr Lien Crossover Refg Ser 1993 A .... 6.10 10/01/22 3,109,290
1,500 Osceola County, Osceola Parkway (MBIA) .......................... 6.10 04/01/17 1,593,825
- ----------- -------------
12,750 13,298,688
- ----------- -------------
Water & Sewer Revenue (9.5%)
2,000 Dade County, Water & Sewer Ser 1995 (FGIC) ...................... 5.50 10/01/25 2,024,100
1,000 Orange County, Water Utilities Ser 1992 (AMBAC) ................. 6.25 10/01/17 1,078,150
2,000 Sunrise, Utility Ser 1996 A (AMBAC) ............................. 5.75 10/01/21 2,079,060
1,000 Tampa, Water & Sewer Ser 1995 (FGIC) ............................ 5.125 10/01/17 993,040
- ----------- -------------
6,000 6,174,350
- ----------- -------------
Refunded (15.2%)
1,500 Brevard County School Board, Florida School Boards Assn Inc Ser
1992 A COPs (AMBAC) ............................................ 6.50 07/01/02++ 1,664,100
1,000 Lakeland, Regional Medical Center Ser 1992 A (FGIC) ............. 6.125 11/15/02++ 1,097,440
1,900 Orlando Utilities Commission, Ser 1991 A ........................ 6.50 10/01/01++ 2,087,226
1,000 South Broward Hospital District, Ser 1991 B & C (AMBAC) ........ 6.611 05/01/01++ 1,097,000
2,150 St Lucie County, Sales Tax Ser 1992 (FGIC) ...................... 6.50 10/01/02++ 2,394,606
1,440 Tampa, Water & Sewer Ser 1992 A (FGIC) .......................... 6.00 10/01/02++ 1,560,888
- ----------- -------------
8,990 9,901,260
- ----------- -------------
58,810 TOTAL FLORIDA TAX-EXEMPT MUNICIPAL BONDS
- ----------- (Identified Cost $57,726,647)................................................. 62,076,417
-------------
SEE NOTES TO FINANCIAL STATEMENTS
64
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- FLORIDA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
SHORT-TERM FLORIDA TAX-EXEMPT MUNICIPAL OBLIGATIONS (4.6%)
$ 1,500 Dade County Health Facilities Authority, Miami Childrens
Hospital Ser 1990 (Demand 12/01/97) ............................ 3.95*% 09/01/20 $ 1,500,000
1,500 Escambia County, Gulf Power Co Ser 1997 (Demand 12/01/97) ...... 3.95* 07/01/22 1,500,000
- ----------- -------------
3,000 TOTAL SHORT-TERM FLORIDA TAX-EXEMPT MUNICIPAL OBLIGATIONS
(Identified Cost $3,000,000)............................................................ 3,000,000
- ----------- -------------
$61,810 TOTAL INVESTMENTS (Identified Cost $60,726,647) (a) ....................... 100.0% 65,076,417
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ............................ 0.0 11,724
----------- -------------
NET ASSETS ................................................................ 100.0% $65,088,141
=========== =============
</TABLE>
- ------------
AMT Alternative Minimum Tax.
COPs Certificates of Participation.
WI Security purchased on a when issued basis.
++ Prerefunded to call date shown.
* Current coupon of variable rate demand obligation.
** A portion of this security is segregated in connection with the
purchase of a when issued security.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross and net unrealized
appreciation is $4,349,770.
Bond Insurance:
- ---------------
AMBAC AMBAC Indemnity Corporation.
Connie Lee Connie Lee Insurance Company.
FGIC Financial Guaranty Insurance Company.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
65
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- MASSACHUSETTS SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MASSACHUSETTS TAX-EXEMPT MUNICIPAL BONDS (96.6%)
General Obligation (7.4%)
Massachusetts,
$ 500 Refg 1992 Ser B ................................................ 6.50 % 08/01/08 $ 572,565
500 Refg 1993 Ser A** .............................................. 5.50 02/01/11 511,550
- ----------- -------------
1,000 1,084,115
- ----------- -------------
Educational Facilities Revenue (28.0%)
Massachusetts Health & Educational Facilities Authority,
100 Amherst College Ser E .......................................... 6.80 11/01/21 109,336
800 Boston College Ser K ........................................... 5.25 06/01/18 787,168
400 Boston University Ser K & L (MBIA) ............................. 6.66 10/01/31 435,344
150 Community College Ser A (Connie Lee) ........................... 6.60 10/01/22 163,751
400 Suffolk University Ser B (Connie Lee) .......................... 6.25 07/01/12 428,348
300 Suffolk University Ser C (Connie Lee) .......................... 5.75 07/01/26 311,310
500 University of Massachusetts Foundation Inc/Medical School
Research Ser A (Connie Lee) ................................... 6.00 07/01/23 520,360
Massachusetts Industrial Finance Agency,
500 College of the Holy Cross (MBIA) .............................. 5.50 03/01/16 511,365
500 Deerfield Academy Ser 1997 (WI) ................................ 5.25 10/01/27 494,020
300 Mount Holyoke College Refg Ser 1992 A (MBIA) ................... 6.30 07/01/13 322,824
- ----------- -------------
3,950 4,083,826
- ----------- -------------
Electric Revenue (7.3%)
500 Massachusetts Municipal Wholesale Electric Company, Power Supply
1992 Ser C ..................................................... 6.625 07/01/18 535,370
500 Puerto Rico Electric Power Authority, Power Ser X ............... 6.00 07/01/15 525,255
- ----------- -------------
1,000 1,060,625
- ----------- -------------
Hospital Revenue (17.2%)
500 Boston, Boston City Hospital -FHA Insured Mtge Refg Ser B ....... 5.75 02/15/13 508,190
Massachusetts Health & Educational Facilities Authority,
100 Charlton Memorial Hospital Ser B ............................... 7.25 07/01/13 109,815
500 Lahey Clinic Medical Center Ser B (MBIA) ....................... 5.625 07/01/15 510,960
1,000 Massachusetts General Hospital Ser F (MBIA) .................... 6.00 07/01/15 1,047,040
200 McLean Hospital Ser C (FGIC) ................................... 6.625 07/01/15 218,304
100 New England Deaconess Hospital Ser C ........................... 7.20 04/01/22 109,254
- ----------- -------------
2,400 2,503,563
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
66
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- MASSACHUSETTS SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
-----------------------------------------------------------------------------------------------------------------
Industrial Development/Pollution Control Revenue (7.0%)
$ 1,000 Massachusetts Industrial Finance Agency, Eastern Edison Co
Refg Ser 1993 .................................................. 5.875% 08/01/08 $ 1,020,310
- ----------- -------------
Mortgage Revenue -Multi-Family (3.7%)
500 Massachusetts Housing Finance Agency, Rental 1994 Ser A (AMT)
(AMBAC) ........................................................ 6.60 07/01/14 535,320
- ----------- -------------
Mortgage Revenue -Single Family (4.7%)
Massachusetts Housing Finance Agency,
435 Ser 21 (AMT) ................................................... 6.30 06/01/25 448,072
220 Ser 21 (AMT) ................................................... 7.125 06/01/25 235,270
- ----------- -------------
655 683,342
- ----------- -------------
Student Loan Revenue (4.0%)
130 Massachusetts Educational Facilities Authority, Education Loan
Issue D
Ser A 1991 (AMT)(MBIA) ......................................... 7.25 01/01/09 139,538
400 New England Education Loan Marketing Corporation, 1992 Sub Issue
H (AMT) ........................................................ 6.90 11/01/09 445,512
- ----------- -------------
530 585,050
- ----------- -------------
Transportation Facilities Revenue (6.7%)
500 Massachusetts Port Authority, Ser 1997-B (AMT) .................. 5.375 07/01/27 490,175
500 Massachusetts Turnpike Authority, 1997 Ser A (MBIA) ............. 5.00 01/01/37 473,760
- ----------- -------------
1,000 963,935
- ----------- -------------
Water & Sewer Revenue (10.6%)
500 Boston Water & Sewer Commission, Sr 1992 Ser A .................. 5.75 11/01/13 535,125
500 Massachusetts Water Pollution Abatement Trust, Pool Ser 2 ....... 5.70 02/01/12 527,195
500 Massachusetts Water Resources Authority, 1995 Ser B (MBIA) ...... 5.00 12/01/25 478,235
- ----------- -------------
1,500 1,540,555
- ----------- -------------
13,535 TOTAL MASSACHUSETTS TAX-EXEMPT MUNICIPAL BONDS
- ----------- (Identified Cost $13,224,516)................................................. 14,060,641
-------------
SEE NOTES TO FINANCIAL STATEMENTS
67
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- MASSACHUSETTS SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
-----------------------------------------------------------------------------------------------------------------
SHORT-TERM MASSACHUSETTS TAX-EXEMPT MUNICIPAL OBLIGATION (3.4%)
$ 500 Massachusetts Industrial Financing Agency, New England Power Co
1992 Ser (Demand 12/01/97) (Identified Cost $500,000) .......... 4.05*% 10/01/22 $ 500,000
- ----------- -------------
$14,035 TOTAL INVESTMENTS (Identified Cost $13,724,516) (a) ....................... 100.0% 14,560,641
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ............................ 0.0 634
---------- -------------
NET ASSETS ................................................................ 100.0% $14,561,275
========== =============
</TABLE>
- ------------
AMT Alternative Minimum Tax.
WI Security purchased on a when issued basis.
* Current coupon of variable rate demand obligation.
** A portion of this security is segregated in connection with the
purchase of a when issued security.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross and net unrealized
appreciation is $836,125.
Bond Insurance:
AMBAC AMBAC Indemnity Corporation.
Connie Lee Connie Lee Insurance Company.
FGIC Financial Guaranty Insurance Company.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
68
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- MICHIGAN SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MICHIGAN TAX-EXEMPT MUNICIPAL BONDS (94.7%)
General Obligation (13.8%)
$ 900 Chelsea School District, 1995 Bldg & Site (FGIC) ................ 5.875% 05/01/25 $ 940,977
800 Holly Area School District, 1995 Bldg & Site (FGIC) ............. 5.375 05/01/13 810,888
900 Mona Shores Public Schools, 1995 Bldg & Site (FGIC) ............. 5.80 05/01/17 940,986
- ----------- -------------
2,600 2,692,851
- ----------- -------------
Educational Facilities Revenue (16.9%)
800 Central Michigan University, Refg Ser 1993 (AMBAC)** ............ 5.50 10/01/10 823,344
500 Lake Superior State University, Ser 1997 (MBIA)(WI) ............ 5.125 11/15/19 486,815
1,000 Michigan State University, Ser 1992 A ........................... 6.00 08/15/16 1,052,380
900 Oakland University, Board of Trustees, Ser 1995 (MBIA) .......... 5.75 05/15/26 933,885
- ----------- -------------
3,200 3,296,424
- ----------- -------------
Electric Revenue (6.8%)
800 Michigan Public Power Agency, Belle River 1993 A ................ 5.25 01/01/18 785,352
500 Wyandotte, Electric Refg 1992 (MBIA) ............................ 6.25 10/01/17 539,350
- ----------- -------------
1300 1,324,702
- ----------- -------------
Hospital Revenue (7.3%)
1,000 Michigan Hospital Finance Authority, Mercy Health Services Oblig
Group 1996 Ser R (AMBAC) ....................................... 5.375 08/15/16 1,005,990
400 University of Michigan, Ser 1990 ................................ 6.375 12/01/24 415,864
- ----------- -------------
1,400 1,421,854
- ----------- -------------
Industrial Development/Pollution Control Revenue (2.8%)
500 Monroe County, Detroit Edison Co Collateralized Ser 1-1992 (AMT)
(MBIA) ......................................................... 6.875 09/01/22 547,900
- ----------- -------------
Mortgage Revenue -Multi-Family (9.9%)
Michigan Housing Development Authority,
500 Rental Ser 1992 A .............................................. 6.60 04/01/12 530,965
915 1992 Ser A (FSA) ............................................... 6.50 04/01/23 962,250
400 Ser 1990 A (AMT) ............................................... 7.70 04/01/23 429,224
- ----------- -------------
1,815 1,922,439
- ----------- -------------
Nursing & Health Related Facilities Revenue (6.6%)
1,200 University of Michigan, Medical Service Plan Ser 1991 ........... 6.50 12/01/21 1,294,800
- ----------- -------------
Public Facilities (8.2%)
1,500 Michigan Building Authority, Refg Ser I ......................... 6.25 10/01/20 1,596,000
- ----------- -------------
Transportation Facilities Revenue (1.4%)
250 Wayne County, Detroit Metropolitan Wayne County Airport Sub Lien
Ser 1991 B (AMT)(MBIA) ......................................... 6.75 12/01/21 271,240
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
69
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- MICHIGAN SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
Water & Sewer Revenue (7.5%)
Detroit,
$ 1,000 Sewage Refg Ser 1993 A (FGIC) .................................. 5.70 % 07/01/23 $ 1,021,530
400 Water Supply Refg Ser 1992 (FGIC) .............................. 6.375 07/01/22 433,784
- ----------- -------------
1,400 1,455,314
- ----------- -------------
Refunded (13.5%)
Detroit,
500 Sewage Disposal Ser 1991 (FGIC) ................................ 6.625 07/01/01++ 548,095
600 Water Supply Refg Ser 1992 (FGIC) .............................. 6.375 07/01/02++ 661,404
500 Kentwood Public Schools, 1992 Bldg & Site Refg .................. 6.40 05/01/02++ 549,315
300 Michigan Hospital Finance Authority, Detroit Medical Center
Oblig Group Ser 1991 A ......................................... 7.50 08/15/01++ 338,499
500 Royal Oak Hospital Finance Authority, William Beaumont Hospital
Ser 1991 D ..................................................... 6.75 01/01/01++ 544,765
- ----------- -------------
2,400 2,642,078
- ----------- -------------
17,565 TOTAL MICHIGAN TAX-EXEMPT MUNICIPAL BONDS
- ----------- (Identified Cost $17,263,604).................................... 18,465,602
-------------
SHORT-TERM MICHIGAN TAX-EXEMPT MUNICIPAL OBLIGATIONS (5.6%)
900 Delta County Economic Development Corporation, Mead-Escanaba
Paper Corp 1985 Ser E (Demand 12/01/97) ........................ 3.80 * 12/01/23 900,000
200 Royal Oak Hospital Finance Authority, William Beaumont Hospital
Ser 1996 J (Demand 12/01/97) ................................... 3.80 * 01/01/03 200,000
- ----------- -------------
1,100 TOTAL SHORT-TERM MICHIGAN TAX-EXEMPT MUNICIPAL OBLIGATIONS
- ----------- (Identified Cost $1,100,000)............................................... 1,100,000
-------------
$18,665 TOTAL INVESTMENTS (Identified Cost $18,363,604) (a) ....................... 100.3% 19,565,602
===========
LIABILITIES IN EXCESS OF CASH AND OTHER ASSETS ............................ (0.3) (53,232)
----------- -------------
NET ASSETS ............................................................... 100.0% $19,512,370
=========== =============
</TABLE>
- ------------
AMT Alternative Minimum Tax.
WI Security purchased on a when issued basis.
++ Prerefunded to call date shown.
* Current coupon of variable rate demand obligation.
** A portion of this security is segregated in connection with the
purchase of a when issued security.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross and net unrealized
appreciation is $1,201,998.
Bond Insurance:
AMBAC AMBAC Indemnity Corporation.
FGIC Financial Guaranty Insurance Company.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
70
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- MINNESOTA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ---------------------------------------------------------------- -------- ----------- -----------
<S> <C> <C> <C> <C>
MINNESOTA TAX-EXEMPT MUNICIPAL BONDS (92.5%)
General Obligation (4.9%)
Minneapolis,
$ 100 Sales Tax Refg Ser 1992 ........................................ 6.25 % 04/01/12 $ 108,515
300 Dtd 8/15/92 .................................................... 5.90 12/01/13 317,544
- ----------- -----------
400 426,059
- ----------- -----------
Educational Facilities Revenue (14.0%)
Minnesota Higher Education Facilities Authority,
200 Northfield St Olaf College 1992 ................................ 6.40 10/01/21 215,670
1,000 University of Minnesota Ser 1993 A ............................ 4.80 08/15/03 1,012,880
- ----------- -----------
1,200 1,228,550
- ----------- -----------
Electric Revenue (9.2%)
400 Southern Minnesota Municipal Power Agency, Ser 1993 B ........... 5.00 01/01/13 387,620
400 Western Minnesota Municipal Power Agency, Refg 1996 Ser A
(AMBAC) ........................................................ 5.50 01/01/12 415,036
- ----------- -----------
800 802,656
- ----------- -----------
Hospital Revenue (13.1%)
400 Robbinsdale, North Memorial Medical Center Ser 1993 A (AMBAC) ... 5.45 05/15/13 407,300
Rochester,
200 Mayo Foundation/Mayo Medical Center Ser 1992 I ................. 5.75 11/15/21 204,130
200 Mayo Foundation/Mayo Medical Center Ser 1992 F ................. 6.25 11/15/21 215,462
300 Saint Paul Housing & Redevelopment Authority, Health East Refg
Ser 1993-A ..................................................... 6.625 11/01/17 320,040
- ----------- -----------
1,100 1,146,932
- ----------- -----------
Industrial Development/Pollution Control Revenue (13.5%)
500 Anoka County, United Power Assoc Ser 1987 A (NRU-CFC Gtd) (AMT) . 6.95 12/01/08 538,585
400 Bass Brook, Minnesota Power & Light Co Refg Ser 1992 ............ 6.00 07/01/22 412,668
Minneapolis Community Development Agency,
100 Ltd Tax Supported Common Bond Fund Ser 1991-3 .................. 8.25 12/01/11 114,770
100 Ltd Tax Supported Common Bond Fund Ser 1991-1 (AMT) ............ 8.00 12/01/16 112,883
- ----------- -----------
1,100 1,178,906
- ----------- -----------
Mortgage Revenue -Multi-Family (6.0%)
300 Burnsville, Summit Park Apts -FHA Insured Refg Ser 1993 ......... 6.00 07/01/33 306,390
200 Minnesota Housing Finance Agency, Ser 1992 A .................... 6.95 08/01/17 212,468
- ----------- -----------
500 518,858
- ----------- -----------
Mortgage Revenue -Single-Family (10.5%)
155 Minneapolis-Saint Paul Housing Finance Board, GNMA-Backed Phase
IX Ser 1991 (AMT) .............................................. 7.25 08/01/21 163,572
Minnesota Housing Finance Agency,
85 Ser 1990 D (AMT) ............................................... 8.00 01/01/23 89,735
435 Ser 1992 C-1 (AMT) ............................................. 6.75 07/01/23 457,685
200 Ser 1992 H (AMT) ............................................... 6.50 01/01/26 209,450
- ----------- -----------
875 920,442
- ----------- -----------
SEE NOTES TO FINANCIAL STATEMENTS
71
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- MINNESOTA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ---------------------------------------------------------------- -------- ----------- -----------
Nursing & Health Related Facilities Revenue (6.3%)
$ 500 Minneapolis & Saint Paul Housing & Redevelopment Authority,
Group Health Plan Inc Ser 1992 ................................. 6.75 % 12/01/13 $ 548,485
- ----------- -----------
Public Facilities Revenue (3.7%)
300 Hennepin County, Ser 1991 COPs .................................. 6.80 05/15/17 326,148
- ----------- -----------
Refunded (11.3%)
100 Dakota & Washington Counties Housing & Redevelopment Authority,
GNMA-Backed Ser 1988 (AMT)(ETM) ................................ 8.375 09/01/21 139,544
200 Minnesota Higher Education Facilities Authority, Hamline
University Ser Three-K ......................................... 6.60 06/01/02++ 218,072
Minnesota Public Facilities Authority,
100 Water Pollution Control Ser 1991 A ............................. 6.95 03/01/01++ 110,096
100 Water Pollution Control Ser 1992 A ............................. 6.50 03/01/02++ 110,220
400 Saint Paul Housing & Redevelopment Authority, Civic Center
Ser 1993 (ETM) ................................................. 5.45 11/01/13 409,760
- ----------- -----------
900 987,692
- ----------- -----------
7,675 TOTAL MINNESOTA TAX-EXEMPT MUNICIPAL BONDS
(Identified Cost $7,606,837)............................................................ 8,084,728
- ----------- -----------
SHORT-TERM MINNESOTA TAX-EXEMPT MUNICIPAL OBLIGATIONS (4.6%)
100 Beltrami County, Northwood Panelboard Co Ser 1991 (Demand
12/01/97) ...................................................... 3.85 * 12/01/21 100,000
300 Minneapolis & St Paul Housing & Redevelopment Authority,
Children's Health Care Ser 1995 B (Demand 12/01/97) ............ 3.90 * 08/15/25 300,000
- ----------- -----------
400 TOTAL SHORT-TERM MINNESOTA TAX-EXEMPT MUNICIPAL OBLIGATIONS
(Identified Cost $400,000).............................................................. 400,000
- ----------- -----------
$8,075 TOTAL INVESTMENTS (Identified Cost $8,006,837) (a) ........................ 97.1% 8,484,728
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ............................ 2.9 257,623
----------- -----------
NET ASSETS ................................................................ 100.0% $8,742,351
=========== ===========
</TABLE>
- -------------
AMT Alternative Minimum Tax.
COPs Certificates of Participation.
ETM Escrowed to maturity.
++ Prerefunded to call date shown.
* Current coupon of variable rate demand obligation.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross unrealized appreciation is
$480,820 and the aggregate gross unrealized depreciation is
$2,929, resulting in net unrealized appreciation of $477,891.
Bond Insurance:
AMBAC AMBAC Indemnity Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
72
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- NEW JERSEY SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ------------------------------------------------------------------ -------- ---------- -------------
<S> <C> <C> <C> <C>
NEW JERSEY TAX-EXEMPT MUNICIPAL BONDS (95.2%)
Educational Facilities Revenue (14.9%)
New Jersey Economic Development Authority,
$2,000 Educational Testing Service Ser 1995 A (MBIA) .................... 5.90 % 05/15/15 $2,117,960
1,000 The Lawrenceville School Ser A 1996 .............................. 5.75 07/01/16 1,050,630
500 The Seeing Eye Inc 1991 .......................................... 7.30 04/01/11 532,090
500 Rutgers, The State University Refg Ser R .......................... 6.50 05/01/13 542,445
2,000 University of Medicine & Dentistry, 1997 Ser A (MBIA) ............. 5.00 09/01/17 1,955,640
- ----------- -------------
6,000 6,198,765
- ----------- -------------
Electric Revenue (4.8%)
2,000 Puerto Rico Electric Power Authority, Power Ser O**............... 5.00 07/01/12 1,965,360
- ----------- -------------
Hospital Revenue (13.9%)
New Jersey Health Care Facilities Financing Authority,
1,000 AHS Hospital Corp Ser 1997 A (AMBAC) ............................ 6.00 07/01/13 1,098,210
1,000 Atlantic City Medical Center Ser C ............................... 6.80 07/01/11 1,098,010
500 Cathedral Health Services Inc -FHA Insured Mtges Ser A .......... 7.25 02/15/21 535,480
1,000 Columbus Hospital Ser A .......................................... 7.50 07/01/08 1,068,270
460 Pascack Valley Hospital Assn Ser 1991 ............................ 6.90 07/01/21 485,663
465 Robert Wood Johnson University Hospital Ser B (MBIA) ............ 6.625 07/01/16 502,916
1,000 Somerset Medical Center Ser A (FGIC) ............................. 5.10 07/01/14 992,440
- ----------- -------------
5,425 5,780,989
- ----------- -------------
Industrial Development/Pollution Control Revenue (9.6%)
500 Middlesex County Pollution Control Financing Authority, Amerada
Hess Corp Refg Ser 1992 .......................................... 6.875 12/01/22 546,025
New Jersey Economic Development Authority,
500 American Airlines Inc Ser 1991 (AMT) ............................. 7.10 11/01/31 546,900
1,000 Elizabethtown Water Co 1995 Ser (AMT)(MBIA) ...................... 5.60 12/01/25 1,009,910
300 Jersey Central Power & Light Co 1985 Ser ......................... 7.10 07/01/15 326,262
1,500 Salem County Pollution Control Financing Authority, E I du Pont
de Nemours & Co 1992 Ser A (AMT) ................................. 6.125 07/15/22 1,559,820
- ----------- -------------
3,800 3,988,917
- ----------- -------------
Mortgage Revenue -Multi-Family (8.9%)
New Jersey Housing & Mortgage Finance Agency,
2,000 1995 Ser A (AMBAC) ............................................... 6.00 11/01/14 2,083,140
1,000 Presidential Plaza at Newport -FHA Insured Mtges Refg 1991 Ser 1 7.00 05/01/30 1,080,200
500 Rental 1991 Ser A (AMT) .......................................... 7.25 11/01/22 527,705
- ----------- -------------
3,500 3,691,045
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
73
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- NEW JERSEY SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ------------------------------------------------------------------ -------- ---------- -------------
Nursing & Health Related Facilities Revenue (2.4%)
$ 925 New Jersey Health Care Facilities Financing Authority, Spectrum
For Living-FHA Insured Mortgage Refg Ser B ....................... 6.50% 02/01/22 $ 988,807
- ----------- -------------
Public Facilities Revenue (7.6%)
1,500 New Jersey Sports & Exposition Authority, State Contract 1993 Ser
A ............................................................... 5.50 09/01/23 1,514,940
1,700 Puerto Rico Infrastructure Financing Authority, Special Tax Ser
1997 A (AMBAC)(WI) ............................................... 5.00 07/01/28 1,648,133
- ----------- -------------
3,200 3,163,073
- ----------- -------------
Resource Recovery Revenue (2.3%)
900 Warren County Pollution Control Financing Authority, Warren Energy
Resource Co Ltd Partnership Ser 1984 (MBIA) ...................... 6.60 12/01/07 957,969
- ----------- -------------
Transportation Facilities Revenue (18.4%)
1,500 Delaware River Port Authority, Ser 1995 (FGIC) .................... 5.50 01/01/26 1,518,450
1,500 New Jersey Highway Authority, Sr Parkway Refg 1992 Ser ........... 6.25 01/01/14 1,613,265
1,000 New Jersey Turnpike Authority, Ser 1991 C ......................... 5.75 01/01/11 1,016,040
1,500 Port Authority of New York & New Jersey, Cons 99th Ser (AMT)(FGIC) 5.75 05/01/15 1,556,280
2,000 Puerto Rico Highway & Transportation Authority, Refg Ser X ........ 5.25 07/01/21 1,947,140
- ----------- -------------
7,500 7,651,175
- ----------- -------------
Water & Sewer Revenue (12.4%)
1,000 Atlantic City Municipal Utilities Authority, Refg Ser 1993 ........ 5.75 05/01/17 1,021,460
1,000 Camden County Municipal Utilities Authority, Sewer Refg Ser 1997
(FGIC) .......................................................... 5.25 07/15/17 1,002,530
1,000 Northwest Bergen County Utilities Authority, Refg 1992 Ser (MBIA) . 6.00 07/15/13 1,062,720
2,000 Passaic Valley Sewerage Commissioners, Ser 1992 D (AMBAC) ......... 5.75 12/01/13 2,073,400
- ----------- -------------
5,000 5,160,110
- ----------- -------------
38,250 TOTAL NEW JERSEY TAX-EXEMPT MUNICIPAL BONDS
(Identified Cost $37,298,471) .......................................................... 39,546,210
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
74
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- NEW JERSEY SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- ----------- ------------------------------------------------------------------ -------- ---------- -------------
SHORT-TERM NEW JERSEY TAX-EXEMPT MUNICIPAL OBLIGATIONS (7.0%)
New Jersey Economic Development Authority,
$ 2,000 Toys "R" Us Inc (Demand 12/01/97) ................................ 3.55*% 04/01/19 $ 2,000,000
900 United Water New Jersey Inc Ser 1996 B (AMBAC)(Demand 12/01/97) .. 3.55* 11/01/25 900,000
- ----------- -------------
2,900 TOTAL SHORT-TERM NEW JERSEY TAX-EXEMPT MUNICIPAL OBLIGATIONS
(Identified Cost $2,900,000) ........................................................... 2,900,000
- ----------- -------------
$41,150 TOTAL INVESTMENTS (Identified Cost $40,198,471) (a) ......................... 102.2% 42,446,210
===========
LIABILITIES IN EXCESS OF CASH AND OTHER ASSETS .............................. (2.2) (926,293)
---------- -------------
NET ASSETS .................................................................. 100.0% $41,519,917
========== =============
</TABLE>
- ------------
AMT Alternative Minimum Tax.
WI Security purchased on a when issued basis.
* Current coupon of variable rate demand obligation.
** A portion of this security is segregated in connection with the
purchase of a when issued security.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross and net unrealized
appreciation is $2,247,739.
Bond Insurance:
AMBAC AMBAC Indemnity Corporation.
FGIC Financial Guaranty Insurance Company.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
75
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- NEW YORK SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NEW YORK TAX-EXEMPT MUNICIPAL BONDS (93.8%)
General Obligation (11.1%)
$ 500 New York City, 1995 Ser D (MBIA) ................................ 6.20 % 02/01/07 $ 552,980
500 New York State, Refg Ser 1995 B ................................. 5.70 08/15/13 521,630
300 Puerto Rico, Pub Impr Refg Ser 1992 A ........................... 6.00 07/01/14 316,629
- ----------- -------------
1,300 1,391,239
- ----------- -------------
Educational Facilities Revenue (20.4%)
500 Hempstead Industrial Development Agency, Hofstra University Ser
1996 (MBIA) .................................................... 5.80 07/01/15 527,420
New York State Dormitory Authority,
300 Cooper Union Ser 1996 (AMBAC) ................................. 5.375 07/01/16 303,246
400 Manhattan College Ser 1992 (AGRC) .............................. 6.50 07/01/19 430,016
800 State University Ser 1993 A .................................... 5.25 05/15/15 798,168
500 University of Rochester Ser 1993 A ............................. 5.625 07/01/12 513,480
- ----------- -------------
2,500 2,572,330
- ----------- -------------
Electric Revenue (3.3%)
400 Puerto Rico Electric Power Authority, Power Ser X ............... 6.00 07/01/15 420,204
- ----------- -------------
Hospital Revenue (6.1%)
New York State Medical Care Facilities Finance Agency,
500 Hospital -FHA Insured Mtge 1994 Ser A (AMBAC) .................. 6.50 08/15/29 556,100
200 Insured Hospital & Nursing Home -FHA Insured Mtge 1992 Ser A .. 6.70 08/15/23 216,394
- ----------- -------------
700 772,494
- ----------- -------------
Industrial Development/Pollution Control Revenue (15.4%)
500 New York City Industrial Development Agency, Japan Airlines Co
1991 (AMT)(FSA) ................................................ 6.00 11/01/15 529,695
New York State Energy Research & Development Authority,
1,000 Brooklyn Union Gas Co 1991 Ser A & B (AMT) ..................... 6.952 07/01/26 1,141,800
250 Rochester Gas & Electric Corp Ser 1992 B (AMT)(MBIA) ........... 6.50 05/15/32 270,200
- ----------- -------------
1,750 1,941,695
- ----------- -------------
Mortgage Revenue -Single Family (5.1%)
New York State Mortgage Agency,
500 Home Owners Ser 27 ............................................. 6.90 04/01/15 539,800
95 Home Owners Ser UU (AMT) ....................................... 7.75 10/01/23 100,803
- ----------- -------------
595 640,603
- ----------- -------------
Public Facilities Revenue (4.1%)
500 New York City Cultural Resources Trust, The New York Botanical
Garden Ser 1996 (MBIA) ........................................ 5.75 07/01/16 522,070
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
76
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- NEW YORK SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
Resource Recovery Revenue (4.3%)
$ 500 Oneida-Herkimer Solid Waste Management Authority, Ser 1992 ...... 6.65% 04/01/05 $ 543,195
- ----------- -------------
Transportation Facilities Revenue (8.8%)
550 Buffalo & Fort Erie Public Bridge Authority, Toll Bridge Ser
1995 (MBIA) .................................................... 5.75 01/01/25 570,454
500 New York State Thruway Authority, Ser C (FGIC) .................. 6.00 01/01/25 531,640
- ----------- -------------
1,050 1,102,094
- ----------- -------------
Water & Sewer Revenue (4.1%)
500 New York City Municipal Water Finance Authority, 1993 Ser A ..... 6.00 06/15/17 520,255
- ----------- -------------
Other Revenue (2.3%)
300 New York City Transitional Finance Authority, 1998 Ser A ........ 5.00 08/15/27 287,883
- ----------- -------------
Refunded (8.8%)
500 New York Local Government Assistance Corporation, Ser 1991 C .... 7.00 04/01/01++ 553,050
500 United Nations Development Corporation, Sr Lien 1992 Refg Ser A 6.00 07/01/03++ 547,875
- ----------- -------------
1,000 1,100,925
- ----------- -------------
11,095 TOTAL NEW YORK TAX-EXEMPT MUNICIPAL BONDS
(Identified Cost $10,885,727) .......................................................... 11,814,987
- ----------- -------------
SHORT-TERM NEW YORK TAX-EXEMPT MUNICIPAL OBLIGATIONS (4.0%)
100 New York City Cultural Resources Trust, Solomon R Guggenheim
Foundation Ser 1990 (Demand 12/01/97) .......................... 3.75* 12/01/15 100,000
400 Port Authority of New York & New Jersey, Ser 2 (Demand 12/01/97) 3.85* 05/01/19 400,000
- ----------- -------------
500 TOTAL SHORT-TERM NEW YORK TAX-EXEMPT MUNICIPAL OBLIGATIONS
(Identified Cost $500,000).............................................................. 500,000
- ----------- -------------
$11,595 TOTAL INVESTMENTS (Identified Cost $11,385,727) (a) ....................... 97.8% 12,314,987
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ............................ 2.2 271,459
----------- -------------
NET ASSETS ................................................................ 100.0% $12,586,446
- ------------- =========== =============
</TABLE>
AMT Alternative Minimum Tax.
++ Prerefunded to call date shown.
* Current coupon of variable rate demand obligation.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross unrealized appreciation is
$929,290 and the aggregate gross unrealized depreciation is $30,
resulting in net unrealized appreciation of $929,260.
Bond Insurance:
AGRC Asset Guaranty Reinsurance Company.
AMBAC AMBAC Indemnity Corporation.
FGIC Financial Guaranty Insurance Company.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
77
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- OHIO SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OHIO TAX-EXEMPT MUNICIPAL BONDS (92.6%)
General Obligation (16.7%)
$ 300 Bedford School District, Ser 1993 ............................... 6.25 % 12/01/13 $ 322,776
1,000 Delaware City School District, Constr & Impr (FGIC) ............. 5.75 12/01/20 1,036,970
180 Euclid, Ser 1991 ................................................ 6.625 12/01/11 197,663
250 Hilliard City School District, Impr Refg Ser 1992 (FGIC) ........ 6.55 12/01/05 284,683
1,000 North Olmsted, Various Purpose Impr Ltd Tax Ser 1996 (AMBAC) .... 6.20 12/01/11 1,130,640
100 South Euclid, Unltd Tax Recreational ............................ 7.00 12/01/11 110,361
- ----------- -------------
2,830 3,083,093
- ----------- -------------
Educational Facilities Revenue (11.5%)
500 Ohio Higher Eduational Facility Commission, Case Western Reserve
University Ser 1992 ............................................ 6.00 10/01/22 527,445
500 University of Cincinnati, General Receipts Ser G ................ 7.00 06/01/11 550,935
1,000 University of Toledo, Ser 1992 A (FGIC) ......................... 5.90 06/01/20 1,047,240
- ----------- -------------
2,000 2,125,620
- ----------- -------------
Electric Revenue (2.9%)
500 Hamilton!, Refg 1992 Ser A (FGIC) ............................... 6.00 10/15/12 529,970
- ----------- -------------
Hospital Revenue (15.2%)
1,000 Akron Bath & Copley Joint Township Hospital District, Summa
Health Ser 1992 A .............................................. 6.25 11/15/07 1,074,550
670 Cuyahoga County, Meridia Health Ser 1990 ........................ 7.25 08/15/19 720,880
Hamilton County,
475 Bethesda Hospital Inc Ser 1986 A ............................... 7.00 01/01/09 480,918
500 Franciscan Sisters of the Poor/Providence Hospital Ser 1992 .... 6.875 07/01/15 538,070
- ----------- -------------
2,645 2,814,418
- ----------- -------------
Industrial Development/Pollution Control Revenue (5.2%)
400 Ashtabula County, Ashland Oil Inc Refg 1992 Ser A ............... 6.90 05/01/10 429,684
500 Ohio Water Development Authority, Dayton Power & Light Co
Collateralized Refg 1992 Ser A ................................. 6.40 08/15/27 537,170
- ----------- -------------
900 966,854
- ----------- -------------
Mortgage Revenue -Single Family (9.4%)
Ohio Housing Finance Agency,
650 GNMA-Backed 1990 Ser A-1 & 2 (AMT) ............................. 6.903 03/24/31 689,241
1,000 Residential 1996 Ser B-2 (AMT) ................................. 6.10 09/01/28 1,048,050
- ----------- -------------
1,650 1,737,291
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
78
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- OHIO SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
Transportation Facilities Revenue (2.8%)
$ 500 Ohio Turnpike Commission, 1994 Ser A ............................ 5.75 % 02/15/24 $ 518,490
- ----------- -------------
Water & Sewer Revenue (22.9%)
1,000 Cleveland, Water Works Impr & Refg Ser H 1996 (MBIA) ............ 5.75 01/01/16 1,045,910
1,000 Montgomery County, Water Ser 1992 (FGIC) ........................ 6.25 11/15/17 1,088,420
1,000 Northeast Ohio Regional Sewer District, Wastewater Impr Refg
Ser 1995 (AMBAC) ............................................... 5.60 11/15/13 1,042,400
1,000 Ohio Water Development Authority, Water Pollution Ser 1995
(MBIA) ........................................................ 5.60 06/01/10 1,049,840
- ----------- -------------
4,000 4,226,570
- ----------- -------------
Refunded (6.0%)
1,000 Clermont County, Mercy Health Ser 1991 .......................... 6.733 09/25/01++ 1,105,730
- ----------- -------------
16,025 TOTAL OHIO TAX-EXEMPT MUNICIPAL BONDS
- ----------- (Identified Cost $15,988,525) ................................... 17,108,036
-------------
SHORT-TERM OHIO TAX-EXEMPT MUNICIPAL OBLIGATION (4.9%)
900 Ohio Air Quality Development Authority, Sohio Air-British
Petroleum Co Ser 1995 (Demand 12/01/97) (Identified Cost
$900,000) ...................................................... 3.80* 11/01/22 900,000
- ----------- -------------
$16,925 TOTAL INVESTMENTS (Identified Cost $16,888,525) (a) ...................... 97.5% 18,008,036
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ........................... 2.5 468,184
----------- -------------
NET ASSETS ................................................................ 100.0% $18,476,220
=========== =============
- -------------
</TABLE>
AMT Alternative Minimum Tax.
++ Prerefunded to call date shown.
* Current coupon of variable rate demand obligation.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross and net unrealized
appreciaton is $1,119,511.
Bond Insurance:
AMBAC AMBAC Indemnity Corporation.
FGIC Financial Guaranty Insurance Company.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
79
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- PENNSYLVANIA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PENNSYLVANIA TAX-EXEMPT MUNICIPAL BONDS (93.7%)
General Obligation (6.1%)
$2,000 Berks County, Second Ser 1992 (FGIC) ............................ 5.75 % 11/15/12 $2,058,980
600 Puerto Rico, Pub Impr Refg Ser 1992 A ........................... 6.00 07/01/14 633,258
- ----------- -------------
2,600 2,692,238
- ----------- -------------
Educational Facilities Revenue (18.7%)
2,000 Delaware County Authority, Villanova University Ser 1995 (AMBAC) 5.80 08/01/25 2,082,440
Pennsylvania Higher Educational Facilities Authority,
750 Allegheny College Impr & Refg Ser 1993 B ....................... 6.00 11/01/22 762,713
500 Temple University First Ser 1991 (MBIA) ........................ 6.50 04/01/21 539,285
1,000 Thomas Jefferson University 1992 Ser A ......................... 6.625 08/15/09 1,094,300
Pennsylvania State University,
1,000 Second Refg Ser 1992 ........................................... 5.50 08/15/16 1,007,160
1,000 Ser B 1992 ..................................................... 5.50 08/15/16 1,007,160
1,000 Swarthmore Borough Authority, Swathmore College Ser 1992 ........ 6.00 09/15/20 1,057,530
655 University Pittsburgh, Cap 1992 Ser A (MBIA) .................... 6.125 06/01/21 697,634
- ----------- -------------
7,905 8,248,222
- ----------- -------------
Hospital Revenue (19.0%)
Allegheny County Hospital Development Authority,
1,000 Presbyterian University Health System Inc Ser 1992 B (MBIA) ... 6.00 11/01/12 1,053,100
2,000 UPMC Health System Ser 1997 B (MBIA) .......................... 5.00 07/01/16 1,943,320
Philadelphia Hospitals & Higher Educational Facilities
Authority,
1,750 Chestnut Hill Hospital Ser of 1992 ............................. 6.375 11/15/11 1,864,450
1,000 Children's Hospital of Philadelphia Ser A of 1993 .............. 5.375 02/15/14 998,300
1,000 Temple University Hospital 1993 Ser A .......................... 6.50 11/15/08 1,111,110
1,250 Sayre Health Care Facilities Authority, Ser 1985 (AMBAC) ........ 7.15 12/01/10 1,384,150
- ----------- -------------
8,000 8,354,430
- ----------- -------------
Industrial Development/Pollution Control Revenue (2.5%)
1,000 Montgomery County Industrial Development Authority, Philadelphia
- ----------- Electric Co Refg 1991 Ser B (MBIA) .............................. 6.70 12/01/21 1,090,810
-------------
Mortgage Revenue -Multi-Family (2.5%)
Pennsylvania Housing Finance Agency,
55 Moderate Rehab Sec 8 Assisted Issue B .......................... 9.00 08/01/01 55,930
1,000 Ser 1992-35 D (AMT) ............................................ 6.20 04/01/25 1,031,140
- ----------- -------------
1,055 1,087,070
- ----------- -------------
Mortgage Revenue -Single Family (6.4%)
2,000 Pennsylvania Housing Finance Agency, Ser 1991-31 C (AMT) ........ 7.00 10/01/23 2,145,480
635 Puerto Rico Housing Finance Corporation, Portfolio One
GNMA-Backed Ser C ............................................. 6.85 10/15/23 671,544
- ----------- -------------
2,635 2,817,024
- ----------- -------------
SEE NOTES TO FINANCIAL STATEMENTS
80
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- PENNSYLVANIA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
Resource Recovery Revenue (2.5%)
$ 1,000 Montgomery County Industrial Development Authority, Ser 1989 ... 7.50 % 01/01/12 $ 1,100,400
- ----------- -------------
Student Loan Revenue (4.8%)
Pennsylvania Higher Education Assistance Agency,
1,000 1988 Ser D (AMT)(AMBAC) ........................................ 6.05 01/01/19 1,041,880
1,000 1991 Ser B (AMT)(AMBAC) ........................................ 6.854 09/01/26 1,074,930
- ----------- -------------
2,000 2,116,810
- ----------- -------------
Transportation Facilities Revenue (15.5%)
1,000 Guam, Highway 1992 Ser A (FSA) .................................. 6.30 05/01/12 1,083,680
500 Allegheny County, Greater Pittsburgh Int'l Airport Ser 1992
(AMT) (FSA) ................................................... 6.625 01/01/22 539,415
2,000 Delaware River Port Authority, Ser 1995 (FGIC) .................. 5.50 01/01/26 2,024,600
2,000 Pennsylvania Turnpike Commission, Ser O of 1992 (FGIC) .......... 6.00 12/01/12 2,123,080
1,000 Pittsburgh Public Parking Authority, Ser 1992 A (FGIC) .......... 5.875 12/01/12 1,047,880
- ----------- -------------
6,500 6,818,655
- ----------- -------------
Water & Sewer Revenue (5.1%)
2,000 Philadelphia, Water & Wastewater Ser 1995 (MBIA) ................ 6.25 08/01/11 2,249,580
- ----------- -------------
Other Revenue (3.7%)
1,500 Pennsylvania Finance Authority, Cap Impr Refg Ser 1993 .......... 6.60 11/01/09 1,649,760
- ----------- -------------
Refunded (6.9%)
440 Lehigh County Industrial Development Authority, Strawbridge &
Clothier Refg Ser of 1991 (ETM) ................................ 7.20 12/15/01 476,080
1,000 Reading, Ser of 1992 (AMBAC) .................................... 6.50 11/15/02++ 1,097,380
1,345 University Pittsburgh, Cap 1992 Ser A (MBIA) .................... 6.125 06/01/02++ 1,466,830
- ----------- -------------
2,785 3,040,290
- ----------- -------------
38,980 TOTAL PENNSYLVANIA TAX-EXEMPT MUNICIPAL BONDS
- ----------- (Identified Cost $38,625,407) ................................... 41,265,289
-------------
SEE NOTES TO FINANCIAL STATEMENTS
81
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST -- PENNSYLVANIA SERIES
PORTFOLIO OF INVESTMENTS November 30, 1997, continued
PRINCIPAL
AMOUNT (IN COUPON MATURITY
THOUSANDS) RATE DATE VALUE
- -----------------------------------------------------------------------------------------------------------------
SHORT-TERM PENNSYLVANIA TAX-EXEMPT MUNICIPAL OBLIGATION (4.5%)
$ 2,000 Delaware County Industrial Development Authority, British
Petroleum Co
Ser 1985 (Demand 12/01/97) (Identified Cost $2,000,000) ....... 3.85*% 12/01/09 $ 2,000,000
- ----------- -------------
$40,980 TOTAL INVESTMENTS (Identified Cost $40,625,407) (a) ....................... 98.2% 43,265,289
===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ............................ 1.8 790,838
----------- -------------
NET ASSETS ............................................................... 100.0% $44,056,127
=========== =============
- ------------
</TABLE>
AMT Alternative Minimum Tax.
ETM Escrowed to maturity.
++ Prerefunded to call date shown.
* Current coupon of variable rate demand obligation.
(a) The aggregate cost for federal income tax purposes approximates
identified cost. The aggregate gross unrealized appreciation is
$2,639,984 and the aggregate gross unrealized depreciation is
$102, resulting in net unrealized appreciation of $2,639,882.
Bond Insurance:
AMBAC AMBAC Indemnity Corporation.
FGIC Financial Guaranty Insurance Corporation.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.
SEE NOTES TO FINANCIAL STATEMENTS
82
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
November 30, 1997
<TABLE>
<CAPTION>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS
- -------------------------------------------------- ------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities, at value*............... $41,883,977 $103,672,649 $65,076,417 $14,560,641
Cash .............................................. 143,058 240,084 203,801 54,741
Receivable for:
Investments sold.................................. -- 3,312,370 50,000 171,095
Interest.......................................... 875,117 1,489,339 832,474 279,737
Shares of beneficial interest sold................ -- 13,000 92,815 19,355
Prepaid expenses .................................. 7,395 5,289 4,935 3,945
------------- -------------- ------------- ---------------
TOTAL ASSETS..................................... 42,909,547 108,732,731 66,260,442 15,089,514
------------- -------------- ------------- ---------------
LIABILITIES:
Payable for:
Investments purchased............................. 958,117 4,404,878 1,070,975 495,904
Shares of beneficial interest repurchased ........ -- -- 21,045 --
Dividends to shareholders......................... 17,178 43,348 26,655 5,838
Investment management fee......................... 12,069 29,879 18,728 4,180
Plan of distribution fee.......................... 5,170 12,805 8,026 1,792
Accrued expenses .................................. 26,455 32,752 26,872 20,525
------------- -------------- ------------- ---------------
TOTAL LIABILITIES................................ 1,018,989 4,523,662 1,172,301 528,239
------------- -------------- ------------- ---------------
NET ASSETS ...................................... $41,890,558 $104,209,069 $65,088,141 $14,561,275
============= ============== ============= ===============
COMPOSITION OF NET ASSETS:
Paid-in-capital.................................... $39,558,282 $ 97,950,650 $60,801,365 $13,694,164
Accumulated undistributed net investment income ... 11,331 28,867 17,770 4,177
Accumulated undistributed net realized gain
(loss)............................................ (116,649) (451,445) (80,764) 26,809
Net unrealized appreciation........................ 2,437,594 6,680,997 4,349,770 836,125
------------- -------------- ------------- ---------------
NET ASSETS....................................... $41,890,558 $104,209,069 $65,088,141 $14,561,275
============= ============== ============= ===============
*IDENTIFIED COST................................. $39,446,383 $ 96,991,652 $60,726,647 $13,724,516
============= ============== ============= ===============
SHARES OF BENEFICIAL INTEREST OUTSTANDING ....... 3,936,426 9,511,764 5,934,863 1,311,817
============= ============== ============= ===============
NET ASSET VALUE PER SHARE
(unlimited authorized shares of $.01 par value) . $10.64 $10.96 $10.97 $11.10
============= ============== ============= ===============
MAXIMUM OFFERING PRICE PER SHARE
(net asset value plus 4.17% of net asset
value)**.......................................... $11.08 $11.42 $11.43 $11.56
============= ============== ============= ===============
</TABLE>
** On sales of $25,000 or more, the offering price is reduced.
SEE NOTES TO FINANCIAL STATEMENTS
83
<PAGE>
<TABLE>
<CAPTION>
MICHIGAN MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
- ------------- ------------ ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
$19,565,602 $8,484,728 $42,446,210 $12,314,987 $18,008,036 $43,265,289
145,947 136,111 80,316 107,944 214,528 216,565
85,921 5,141 -- -- -- --
229,614 142,114 675,454 184,152 285,235 627,477
6,844 -- 16,684 9,677 6,412 6,953
2,912 837 5,218 2,756 2,287 5,400
- ------------- ------------ ------------- ------------- ------------- --------------
20,036,840 8,768,931 43,223,882 12,619,516 18,516,498 44,121,684
- ------------- ------------ ------------- ------------- ------------- --------------
487,833 -- 1,628,798 -- -- --
-- -- 17,231 3,000 4,296 --
7,845 3,256 16,643 4,829 7,349 17,644
5,589 2,511 11,978 3,603 5,381 12,637
2,395 1,076 5,133 1,544 2,306 5,416
20,808 19,737 24,182 20,094 20,946 29,860
- ------------- ------------ ------------- ------------- ------------- --------------
524,470 26,580 1,703,965 33,070 40,278 65,557
- ------------- ------------ ------------- ------------- ------------- --------------
$19,512,370 $8,742,351 $41,519,917 $12,586,446 $18,476,220 $44,056,127
============= ============ ============= ============= ============= ==============
$18,319,135 $8,343,230 $39,266,134 $11,667,269 $17,518,990 $41,396,275
5,232 2,647 11,222 3,219 7,915 11,763
(13,995) (81,417) (5,178) (13,302) (170,196) 8,207
1,201,998 477,891 2,247,739 929,260 1,119,511 2,639,882
- ------------- ------------ ------------- ------------- ------------- --------------
$19,512,370 $8,742,351 $41,519,917 $12,586,446 $18,476,220 $44,056,127
============= ============ ============= ============= ============= ==============
$18,363,604 $8,006,837 $40,198,471 $11,385,727 $16,888,525 $40,625,407
============= ============ ============= ============= ============= ==============
1,784,038 817,112 3,815,760 1,132,617 1,689,151 4,016,632
============= ============ ============= ============= ============= ==============
$10.94 $10.70 $10.88 $11.11 $10.94 $10.97
============= ============ ============= ============= ============= ==============
$11.40 $11.15 $11.33 $11.57 $11.40 $11.43
============= ============ ============= ============= ============= ==============
</TABLE>
84
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
FINANCIAL STATEMENTS, continued
STATEMENT OF OPERATIONS
For the year ended November 30, 1997
<TABLE>
<CAPTION>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS
- --------------------------------------- ------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME:
INTEREST INCOME ........................ $2,471,433 $6,040,494 $3,790,946 $842,531
------------ ------------ ------------ ---------------
EXPENSES
Investment management fee............... 152,041 372,728 235,241 52,284
Plan of distribution fee................ 62,891 158,154 98,410 21,550
Transfer agent fees and expenses ....... 14,462 28,578 21,514 5,807
Professional fees....................... 27,784 24,816 26,793 23,622
Shareholder reports and notices......... 9,294 22,869 14,762 3,127
Trustees' fees and expenses............. 1,418 5,418 3,582 1,260
Custodian fees.......................... 2,486 5,281 3,676 1,252
Registration fees....................... 6,913 3,508 5,735 5,624
Other................................... 7,483 11,656 10,023 6,479
------------ ------------ ------------ ---------------
TOTAL EXPENSES ....................... 284,772 633,008 419,736 121,005
Less: amounts waived/reimbursed ....... -- -- -- (2,177)
Less: expense offset ................... (2,480) (5,263) (3,663) (1,252)
------------ ------------ ------------ ---------------
NET EXPENSES ......................... 282,292 627,745 416,073 117,576
------------ ------------ ------------ ---------------
NET INVESTMENT INCOME ................ 2,189,141 5,412,749 3,374,873 724,955
------------ ------------ ------------ ---------------
NET REALIZED AND UNREALIZED GAIN
(LOSS):
Net realized gain (loss)................ (109,978) 61,340 7,528 33,483
Net change in unrealized appreciation .. 271,359 1,234,202 537,792 179,559
------------ ------------ ------------ ---------------
NET GAIN ............................. 161,381 1,295,542 545,320 213,042
------------ ------------ ------------ ---------------
NET INCREASE ........................... $2,350,522 $6,708,291 $3,920,193 $937,997
============ ============ ============ ===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
85
<PAGE>
<TABLE>
<CAPTION>
MICHIGAN MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
- ------------ ----------- ------------ ---------- ------------ --------------
<S> <C> <C> <C> <C> <C>
$1,127,541 $512,791 $2,446,540 $732,418 $1,133,758 $2,523,312
- ------------ ----------- ------------ ---------- ------------ --------------
69,676 31,997 150,967 45,334 70,502 155,772
29,218 13,431 61,763 19,193 28,294 64,808
10,354 4,369 20,544 4,746 9,304 19,757
24,878 27,092 24,958 23,834 26,434 28,861
3,019 1,839 9,546 2,909 4,457 9,880
1,000 324 2,216 585 979 2,331
1,397 789 2,719 1,276 1,449 2,491
2,060 3,382 4,885 6,652 2,695 2,580
5,093 5,506 8,257 5,098 6,268 7,936
- ------------ ----------- ------------ ---------- ------------ --------------
146,695 88,729 285,855 109,627 150,382 294,416
(3,956) (2,652) -- (3,265) (2,904) --
(1,397) (789) (2,716) (1,269) (1,449) (2,485)
- ------------ ----------- ------------ ---------- ------------ --------------
141,342 85,288 283,139 105,093 146,029 291,931
- ------------ ----------- ------------ ---------- ------------ --------------
986,199 427,503 2,163,401 627,325 987,729 2,231,381
- ------------ ----------- ------------ ---------- ------------ --------------
(5,611) (2,079) 150,746 10,788 (12,075) 8,207
274,701 75,733 554,643 215,377 291,150 509,480
- ------------ ----------- ------------ ---------- ------------ --------------
269,090 73,654 705,389 226,165 279,075 517,687
- ------------ ----------- ------------ ---------- ------------ --------------
$1,255,289 $501,157 $2,868,790 $853,490 $1,266,804 $2,749,068
============ =========== ============ ========== ============ ==============
</TABLE>
86
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
FINANCIAL STATEMENTS, continued
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
ARIZONA CALIFORNIA
------------------------------------- -------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
NOVEMBER 30, 1997 NOVEMBER 30, 1996 NOVEMBER 30, 1997 NOVEMBER 30, 1996
- --------------------------------------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income......................... $ 2,189,141 $ 2,428,863 $ 5,412,749 $ 6,053,758
Net realized gain (loss)...................... (109,978) 234,117 61,340 (188,814)
Net change in unrealized appreciation ........ 271,359 (594,791) 1,234,202 1,413,134
----------------- ----------------- ----------------- -----------------
NET INCREASE................................ 2,350,522 2,068,189 6,708,291 7,278,078
----------------- ----------------- ----------------- -----------------
DIVIDENDS AND DISTRIBUTIONS FROM:
Net investment income......................... (2,184,122) (2,422,556) (5,399,835) (6,037,805)
Net realized gain............................. -- -- -- --
----------------- ----------------- ----------------- -----------------
TOTAL....................................... (2,184,122) (2,422,556) (5,399,835) (6,037,805)
----------------- ----------------- ----------------- -----------------
TRANSACTIONS IN SHARES OF BENEFICIAL
INTEREST:
Net proceeds from sales....................... 2,336,830 4,009,521 7,477,913 10,738,339
Reinvestment of dividends and distributions .. 1,079,937 1,192,120 2,501,877 2,920,191
Cost of shares repurchased.................... (7,940,826) (8,889,549) (20,938,231) (18,809,193)
----------------- ----------------- ----------------- -----------------
NET DECREASE................................ (4,524,059) (3,687,908) (10,958,441) (5,150,663)
----------------- ----------------- ----------------- -----------------
TOTAL DECREASE.............................. (4,357,659) (4,042,275) (9,649,985) (3,910,390)
NET ASSETS:
Beginning of period........................... 46,248,217 50,290,492 113,859,054 117,769,444
----------------- ----------------- ----------------- -----------------
END OF PERIOD............................... $41,890,558 $46,248,217 $104,209,069 $113,859,054
================= ================= ================= =================
UNDISTRIBUTED NET INVESTMENT INCOME........... $ 11,331 $ 6,307 $ 28,867 $ 15,953
================= ================= ================= =================
SHARES ISSUED AND REPURCHASED:
Sold.......................................... 222,217 382,246 695,221 1,015,703
Reinvestment of dividends and distributions .. 102,819 114,076 232,768 276,280
Repurchased................................... (756,888) (850,272) (1,952,197) (1,789,292)
----------------- ----------------- ----------------- -----------------
NET DECREASE................................ (431,852) (353,950) (1,024,208) (497,309)
================= ================= ================= =================
</TABLE>
87
<PAGE>
<TABLE>
<CAPTION>
FLORIDA MASSACHUSETTS MICHIGAN
- ------------------------------------- ------------------------------------- -------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
NOVEMBER 30, 1997 NOVEMBER 30, 1996 NOVEMBER 30, 1997 NOVEMBER 30, 1996 NOVEMBER 30, 1997 NOVEMBER 30, 1996
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
$ 3,374,873 $ 3,657,627 $ 724,955 $ 846,815 $ 986,199 $ 1,095,779
7,528 (10,934) 33,483 (6,674) (5,611) 4,837
537,792 (216,205) 179,559 (59,232) 274,701 (91,304)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
3,920,193 3,430,488 937,997 780,909 1,255,289 1,009,312
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(3,366,826) (3,647,904) (722,987) (844,604) (982,775) (1,093,971)
-- -- -- (35,280) -- --
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(3,366,826) (3,647,904) (722,987) (879,884) (982,775) (1,093,971)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
8,867,050 9,196,793 1,064,313 1,641,760 1,770,777 2,833,619
1,179,653 1,309,984 419,440 488,781 545,749 628,246
(16,053,675) (13,805,676) (3,158,448) (2,965,069) (3,939,781) (4,186,713)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(6,006,972) (3,298,899) (1,674,695) (834,528) (1,623,255) (724,848)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(5,453,605) (3,516,315) (1,459,685) (933,503) (1,350,741) (809,507)
70,541,746 74,058,061 16,020,960 16,954,463 20,863,111 21,672,618
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
$ 65,088,141 $ 70,541,746 $14,561,275 $16,020,960 $19,512,370 $20,863,111
================= ================= ================= ================= ================= =================
$ 17,770 $ 9,723 $ 4,177 $ 2,211 $ 5,232 $ 1,808
================= ================= ================= ================= ================= =================
824,008 858,505 97,718 152,246 164,023 267,388
109,387 122,498 38,568 45,436 50,741 59,047
(1,491,135) (1,292,611) (291,669) (275,364) (366,507) (394,837)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(557,740) (311,608) (155,383) (77,682) (151,743) (68,402)
================= ================= ================= ================= ================= =================
</TABLE>
88
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
FINANCIAL STATEMENTS, continued
STATEMENT OF CHANGES IN NET ASSETS, continued
<TABLE>
<CAPTION>
MINNESOTA NEW JERSEY
------------------------------------- -------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
NOVEMBER 30, 1997 NOVEMBER 30, 1996 NOVEMBER 30, 1997 NOVEMBER 30, 1996
- --------------------------------------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income......................... $ 427,503 $ 547,067 $ 2,163,401 $ 2,395,464
Net realized gain (loss)...................... (2,079) (23,006) 150,746 220,181
Net change in unrealized appreciation ........ 75,733 (14,644) 554,643 (459,218)
----------------- ----------------- ----------------- -----------------
NET INCREASE................................ 501,157 509,417 2,868,790 2,156,427
----------------- ----------------- ----------------- -----------------
DIVIDENDS AND DISTRIBUTIONS FROM:
Net investment income......................... (426,679) (545,720) (2,158,598) (2,389,171)
Net realized gain............................. -- -- -- --
----------------- ----------------- ----------------- -----------------
TOTAL....................................... (426,679) (545,720) (2,158,598) (2,389,171)
----------------- ----------------- ----------------- -----------------
TRANSACTIONS IN SHARES OF BENEFICIAL
INTEREST:
Net proceeds from sales....................... 341,882 559,751 3,174,698 4,426,421
Reinvestment of dividends and distributions .. 238,618 329,304 1,208,830 1,341,520
Cost of shares repurchased.................... (1,835,516) (2,159,547) (8,403,076) (8,594,526)
----------------- ----------------- ----------------- -----------------
NET DECREASE................................ (1,255,016) (1,270,492) (4,019,548) (2,826,585)
----------------- ----------------- ----------------- -----------------
TOTAL DECREASE.............................. (1,180,538) (1,306,795) (3,309,356) (3,059,329)
NET ASSETS:
Beginning of period........................... 9,922,889 11,229,684 44,829,273 47,888,602
----------------- ----------------- ----------------- -----------------
END OF PERIOD............................... $ 8,742,351 $ 9,922,889 $41,519,917 $44,829,273
================= ================= ================= =================
UNDISTRIBUTED NET INVESTMENT INCOME........... $ 2,647 $ 1,347 $ 11,222 $ 6,293
================= ================= ================= =================
SHARES ISSUED AND REPURCHASED:
Sold.......................................... 32,070 53,608 298,058 419,871
Reinvestment of dividends and distributions .. 22,587 31,517 113,233 127,384
Repurchased................................... (173,686) (207,315) (786,812) (818,142)
----------------- ----------------- ----------------- -----------------
NET DECREASE................................ (119,029) (122,190) (375,521) (270,887)
================= ================= ================= =================
</TABLE>
89
<PAGE>
<TABLE>
<CAPTION>
NEW YORK OHIO PENNSYLVANIA
- ------------------------------------ ------------------------------------ ------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
NOVEMBER 30, 1997 NOVEMBER 30, 1996 NOVEMBER 30, 1997 NOVEMBER 30, 1996 NOVEMBER 30, 1997 NOVEMBER 30, 1996
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
$ 627,325 $ 734,594 $ 987,729 $ 1,150,244 $ 2,231,381 $ 2,563,671
10,788 (17,737) (12,075) 14,562 8,207 123,735
215,377 34,135 291,150 (137,210) 509,480 (236,754)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
853,490 750,992 1,266,804 1,027,596 2,749,068 2,450,652
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(626,041) (732,659) (985,654) (1,147,419) (2,226,117) (2,557,172)
-- -- -- -- (98,622) --
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(626,041) (732,659) (985,654) (1,147,419) (2,324,739) (2,557,172)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
500,333 1,812,721 1,904,978 2,846,349 2,548,744 3,426,864
327,002 377,028 559,793 684,898 1,234,155 1,356,713
(2,488,429) (2,576,180) (5,477,168) (5,307,661) (7,206,475) (11,556,735)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(1,661,094) (386,431) (3,012,397) (1,776,414) (3,423,576) (6,773,158)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(1,433,645) (368,098) (2,731,247) (1,896,237) (2,999,247) (6,879,678)
14,020,091 14,388,189 21,207,467 23,103,704 47,055,374 53,935,052
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
$12,586,446 $14,020,091 $18,476,220 $21,207,467 $44,056,127 $ 47,055,374
================= ================= ================= ================= ================= =================
$ 3,219 $ 1,935 $ 7,915 $ 2,825 $ 11,763 $ 6,499
================= ================= ================= ================= ================= =================
46,105 169,476 177,550 267,942 236,669 321,119
30,087 35,233 52,107 64,506 114,454 127,040
(230,243) (241,090) (508,953) (502,913) (670,418) (1,081,877)
- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
(154,051) (36,381) (279,296) (170,465) (319,295) (633,718)
================= ================= ================= ================= ================= =================
</TABLE>
90
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
NOTES TO FINANCIAL STATEMENTS November 30, 1997
1. ORGANIZATION AND ACCOUNTING POLICIES
Dean Witter Multi-State Municipal Series Trust (the "Fund") is registered
under the Investment Company Act of 1940, as amended (the "Act"), as a
non-diversified, open-end management investment company. The investment
objective of each Series is to provide a high level of current income exempt
from both Federal and the designated state income taxes consistent with
preservation of capital.
The Fund, organized on October 29, 1990, as a Massachusetts business trust,
is comprised of ten separate Series (the "Series"); the Arizona Series, the
California Series, the Florida Series, the Massachusetts Series, the Michigan
Series, the Minnesota Series, the New Jersey Series, the New York Series, the
Ohio Series and the Pennsylvania Series. Each of the Series commenced
operations on January 15, 1991, with the exception of the Arizona Series
which commenced operations on April 30, 1991.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Actual results could differ
from those estimates.
The following is a summary of significant accounting policies:
A. VALUATION OF INVESTMENTS -- Portfolio securities are valued by an outside
independent pricing service approved by the Fund's Trustees. The pricing
service has informed the Fund that in valuing the portfolio securities, it
uses both a computerized matrix of tax-exempt securities and evaluations by
its staff, in each case based on information concerning market transactions
and quotations from dealers which reflect the bid side of the market each
day. The portfolio securities are thus valued by reference to a combination
of transactions and quotations for the same or other securities believed to
be comparable in quality, coupon, maturity, type of issue, call provisions,
trading characteristics and other features deemed to be relevant. Short-term
debt securities having a maturity date of more than sixty days at time of
purchase are valued on a mark-to-market basis until sixty days prior to
maturity and thereafter at amortized cost based on their value on the 61st
day. Short-term debt securities having a maturity date of sixty days or less
at the time of purchase are valued at amortized cost.
B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on
the trade date (date the order to buy or sell is executed). Realized gains
and losses on security transactions are determined by the identified cost
method. Discounts are accreted and premiums are amortized over the life of
the respective securities. Interest income is accrued daily.
91
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
NOTES TO FINANCIAL STATEMENTS November 30, 1997, continued
C. FEDERAL INCOME TAX STATUS -- It is the Fund's policy to comply
individually for each Series with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute all of
its taxable and nontaxable income to its shareholders. Accordingly, no
federal income tax provision is required.
D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund records dividends
and distributions to its shareholders on the record date. The amount of
dividends and distributions from net investment income and net realized
capital gains are determined in accordance with federal income tax
regulations which may differ from generally accepted accounting principles.
These "book/tax" differences are either considered temporary or permanent in
nature. To the extent these differences are permanent in nature, such amounts
are reclassified within the capital accounts based on their federal tax-basis
treatment; temporary differences do not require reclassification. Dividends
and distributions which exceed net investment income and net realized capital
gains for financial reporting purposes but not for tax purposes are reported
as dividends in excess of net investment income or distributions in excess of
net realized capital gains. To the extent they exceed net investment income
and net realized capital gains for tax purposes, they are reported as
distributions of paid-in-capital.
E. EXPENSES -- Direct expenses are charged to the respective Series and
general corporate expenses are allocated on the basis of relative net assets
or equally among the Series.
2. INVESTMENT MANAGEMENT AGREEMENT
Pursuant to an Investment Management Agreement, each Series of the Fund pays
Dean Witter InterCapital Inc. (the "Investment Manager") a management fee,
accrued daily and payable monthly, by applying the annual rate of 0.35% to
the daily net assets of each Series determined as of the close of each
business day.
Under the terms of the Agreement, in addition to managing the Fund's
investments, the Investment Manager maintains certain of the Fund's books and
records and furnishes office space and facilities, equipment, clerical,
bookkeeping and certain legal services, and pays the salaries of all
personnel, including officers of the Fund who are employees of the Investment
Manager. The Investment Manager also bears the cost of telephone services,
heat, light, power and other utilities provided to the Fund.
The Investment Manager had undertaken to waive management fees and assume all
expenses that exceeded 0.50% of the daily net assets with respect to the
Massachusetts, Michigan, Minnesota, New York and Ohio Series through December
31, 1996.
92
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
NOTES TO FINANCIAL STATEMENTS November 30, 1997, continued
3. PLAN OF DISTRIBUTION
Dean Witter Distributors Inc. (the "Distributor"), an affiliate of the
Investment Manager, is the distributor of the Fund's shares and, in
accordance with a Plan of Distribution (the "Plan") pursuant to Rule 12b-1
under the Act, finances certain expenses in connection with the distribution
of shares of the Fund.
Under the Plan, the expenses of certain activities and services provided by
Dean Witter Reynolds Inc. ("DWR"), an affiliate of the Investment Manager and
Distributor, and others who engage in or support distribution of the Fund's
shares or who service shareholder accounts, including overhead and telephone
expenses incurred in connection with the distribution of the Fund's shares,
are reimbursed.
Reimbursements for these expenses will be made in monthly payments by the
Fund to the Distributor, which will in no event exceed an amount equal to a
payment at the annual rate of 0.15% of the Fund's average daily net assets
during the month. Expenses incurred by the Distributor pursuant to the Plan
in any fiscal year will not be reimbursed by the Fund through payments
accrued in any subsequent fiscal year. For the year ended November 30, 1997,
the distribution fees were accrued at the following annual rates:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN
------------- -------------- ------------ ----------------- ----------------
Annual Rate ..... 0.14% 0.15% 0.15% 0.14% 0.15%
============= ============== ============ ================= ================
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
------------- -------------- ------------ ----------------- ----------------
0.15% 0.14% 0.15% 0.14% 0.15%
============= ============== ============ ================= ================
</TABLE>
For the year ended November 30, 1997, the Distributor has informed the Fund
that commissions from the sale of the Fund's shares of beneficial interest
were as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN
------------- -------------- ------------ ----------------- ----------------
Commissions ..... $78,723 $217,964 $246,992 $33,721 $62,309
============= ============== ============ ================= ================
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
------------- -------------- ------------ ----------------- ----------------
$10,336 $106,022 $13,171 $61,213 $81,662
============= ============== ============ ================= ================
</TABLE>
Such commissions are not an expense of the Fund; they are deducted from the
proceeds of the sale of the shares of beneficial interest.
93
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
NOTES TO FINANCIAL STATEMENTS November 30, 1997, continued
4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES
The cost of purchases and proceeds from the sales of portfolio securities,
excluding short-term investments, for the year ended November 30, 1997 were
as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN
-------------- --------------- -------------- ----------------- ----------------
Purchases..... $ 957,700 $17,178,311 $4,445,930 $1,427,580 $ 485,555
============== =============== ============== ================= ================
Sales......... $3,646,510 $27,517,567 $8,134,039 $1,936,616 $ 958,463
============== =============== ============== ================= ================
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
-------------- --------------- -------------- ----------------- ----------------
Purchases..... $-- $5,604,450 $ 523,812 $ 977,570 $3,289,640
============== =============== ============== ================= ================
Sales ........ $ 717,373 $8,586,875 $2,464,444 $3,515,605 $4,919,300
============== =============== ============== ================= ================
</TABLE>
The Fund has an unfunded noncontributory defined benefit pension plan
covering all independent Trustees of the Fund who will have served as
independent Trustees for at least five years at the time of retirement.
Benefits under this plan are based on years of service and compensation
during the last five years of service. Aggregate pension costs for the year
ended November 30, 1997 included in Trustees' fees and expenses in the
Statement of Operations and the accrued pension liability included in accrued
expenses in the Statement of Assets and Liabilities for each of the
respective Series were as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MIGHIGAN
------------- -------------- ------------ ----------------- ----------------
Aggregate Pension Costs ...... $ 650 $1,542 $ 956 $ 177 $ 264
============= ============== ============ ================= ================
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
------------- -------------- ------------ ----------------- ----------------
$ 132 $ 614 $ 176 $ 302 $ 650
============= ============== ============ ================= ================
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN
------------- -------------- ------------ ----------------- ----------------
Accrued Pension Liability .... $3,671 $8,943 $5,512 $1,250 $1,603
============= ============== ============ ================= ================
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
------------- -------------- ------------ ----------------- ----------------
$ 828 $3,526 $1,086 $1,764 $3,871
============= ============== ============ ================= ================
</TABLE>
94
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
NOTES TO FINANCIAL STATEMENTS November 30, 1997, continued
Dean Witter FSB, an affiliate of the Investment Manager and Distributor, is
the Fund's transfer agent. As of November 30, 1997, each of the Series had
transfer agent fees and expenses payable as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN
------------- -------------- ------------ ----------------- ----------------
Transfer Agent Fees and Expenses Payable .... $274 $342 $350 $226 $ 317
============= ============== ============ ================= ================
MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
------------- -------------- ------------ ----------------- ----------------
$57 $671 $101 $209 $2,009
============= ============== ============ ================= ================
</TABLE>
5. FEDERAL INCOME TAX STATUS
At November 30, 1997, the following Series had an approximate net capital
loss carryover to offset future capital gains to the extent provided by
regulations:
<TABLE>
<CAPTION>
AVAILABLE THROUGH NOVEMBER 30, 2002 2003 2004 2005 TOTAL
- ----------------------------------- --------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Arizona ........................... $ 6,700 -- -- $110,000 $116,700
California ........................ 76,900 $247,100 $52,900 74,500 451,400
Florida ........................... 35,000 -- -- 44,700 79,700
Michigan .......................... 8,400 -- -- 5,600 14,000
Minnesota ......................... 32,000 24,300 20,300 4,800 81,400
New Jersey ........................ -- 5,200 -- -- 5,200
New York .......................... -- -- 13,300 -- 13,300
Ohio .............................. 158,100 -- -- 12,100 170,200
</TABLE>
During the year ended November 30, 1997, the following Series utilized
approximate net capital loss carryovers: Massachusetts -$6,700; New Jersey
- -$150,700 and New York -$10,800.
Capital losses incurred after October 31 ("post-October" losses) within the
taxable year are deemed to arise on the first business day of the Funds' next
taxable year. The Florida Series incurred and will elect to defer net capital
losses during fiscal 1997 of $1,000.
95
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
FINANCIAL HIGHLIGHTS
Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:
<TABLE>
<CAPTION>
NET ASSET NET TOTAL
YEAR VALUE NET REALIZED TOTAL FROM DIVIDENDS
ENDED BEGINNING INVESTMENT AND UNREALIZED INVESTMENT DIVIDENDS TO DISTRIBUTIONS TO AND
NOVEMBER 30 OF PERIOD INCOME GAIN (LOSS) OPERATIONS SHAREHOLDERS SHAREHOLDERS DISTRIBUTIONS
- ----------------- ----------- ------------ -------------- ------------ -------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
ARIZONA SERIES
1991(b) $ 9.60 $0.36 $ 0.17 $ 0.53 $(0.36) -- $(0.36)
1992 9.77 0.64 0.41 1.05 (0.64) -- (0.64)
1993 10.18 0.58 0.56 1.14 (0.58) $(0.02) (0.60)
1994 10.72 0.55 (1.29) (0.74) (0.55) (0.01) (0.56)
1995 9.42 0.54 1.23 1.77 (0.54) -- (0.54)
1996 10.65 0.54 (0.06) 0.48 (0.54) -- (0.54)
1997 10.59 0.53 0.05 0.58 (0.53) -- (0.53)
CALIFORNIA SERIES
1991(a) 9.60 0.60 0.39 0.99 (0.60) -- (0.60)
1992 9.99 0.67 0.34 1.01 (0.67) (0.01) (0.68)
1993 10.32 0.61 0.68 1.29 (0.61) -- (0.61)
1994 11.00 0.58 (1.48) (0.90) (0.58) (0.14) (0.72)
1995 9.38 0.56 1.29 1.85 (0.56) -- (0.56)
1996 10.67 0.56 0.14 0.70 (0.56) -- (0.56)
1997 10.81 0.55 0.15 0.70 (0.55) -- (0.55)
FLORIDA SERIES
1991(a) 9.60 0.55 0.28 0.83 (0.55) -- (0.55)
1992 9.88 0.64 0.41 1.05 (0.64) -- (0.64)
1993 10.29 0.59 0.64 1.23 (0.59) -- (0.59)
1994 10.93 0.56 (1.33) (0.77) (0.56) -- (0.56)
1995 9.60 0.56 1.28 1.84 (0.56) -- (0.56)
1996 10.88 0.55 (0.02) 0.53 (0.55) -- (0.55)
1997 10.86 0.54 0.11 0.65 (0.54) -- (0.54)
MASSACHUSETTS SERIES
1991(a) 9.60 0.54 0.38 0.92 (0.54) -- (0.54)
1992 9.98 0.66 0.42 1.08 (0.66) (0.04) (0.70)
1993 10.36 0.60 0.72 1.32 (0.60) -- (0.60)
1994 11.08 0.56 (1.38) (0.82) (0.56) (0.10) (0.66)
1995 9.60 0.57 1.37 1.94 (0.57) -- (0.57)
1996 10.97 0.57 (0.03) 0.54 (0.57) (0.02) (0.59)
1997 10.92 0.53 0.18 0.71 (0.53) -- (0.53)
MICHIGAN SERIES
1991(a) 9.60 0.54 0.36 0.90 (0.54) -- (0.54)
1992 9.96 0.65 0.46 1.11 (0.65) (0.01) (0.66)
1993 10.41 0.61 0.64 1.25 (0.61) -- (0.61)
1994 11.05 0.56 (1.41) (0.85) (0.56) (0.18) (0.74)
1995 9.46 0.57 1.35 1.92 (0.57) -- (0.57)
1996 10.81 0.56 (0.03) 0.53 (0.56) -- (0.56)
1997 10.78 0.53 0.16 0.69 (0.53) -- (0.53)
</TABLE>
- ------------
(a) January 15, 1991 (commencement of operations) to November 30, 1991.
(b) April 30, 1991 (commencement of operations) to November 30, 1991.
* After application of the Fund's expense limitation.
+ Does not reflect the deduction of sales load. Calculated based on the
net asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not reflect the effect of expense offset of 0.01%.
SEE NOTES TO FINANCIAL STATEMENTS
96
<PAGE>
<TABLE>
<CAPTION>
RATIOS TO AVERAGE NET RATIOS TO AVERAGE NET
ASSETS ASSETS
(AFTER EXPENSES WERE (BEFORE EXPENSES WERE
ASSUMED) ASSUMED)
------------------------ ------------------------
NET ASSET NET ASSETS
VALUE TOTAL END OF NET NET PORTFOLIO
END OF INVESTMENT PERIOD INVESTMENT INVESTMENT TURNOVER
PERIOD RETURN+ (000'S) EXPENSES INCOME EXPENSES INCOME RATE
- ----------- ------------ ------------ ---------- ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 9.77 5.66%(1) $ 20,733 0.15%(2) 6.32%(2) 1.43%(2) 5.04%(2) 8%(1)
10.18 11.08 38,812 0.15 6.33 0.74 5.74 15
10.72 11.42 59,877 0.48 5.40 0.65 5.22 5
9.42 (7.16) 47,628 0.62 5.33 0.63 5.32 11
10.65 19.21 50,290 0.65 (3) 5.33 0.65 5.33 6
10.59 4.63 46,248 0.65 (3) 5.12 0.65 5.12 9
10.64 5.64 41,891 0.66 (3) 5.04 0.66 5.04 2
9.99 10.29 (1) 41,568 0.15 (2) 6.53 (2) 0.97 (2) 5.71 (2) 24 (1)
10.32 10.23 95,604 0.15 6.36 0.67 5.84 5
11.00 12.77 139,308 0.48 5.57 0.60 5.45 11
9.38 (8.65) 112,450 0.58 5.59 0.59 5.58 12
10.67 20.15 117,769 0.60 (3) 5.50 0.60 5.50 5
10.81 6.76 113,859 0.59 5.28 0.59 5.28 19
10.96 6.55 104,209 0.59 5.08 0.59 5.08 17
9.88 8.84 (1) 17,719 0.15 (2) 6.45 (2) 1.27 (2) 5.33 (2) 10 (1)
10.29 10.92 51,560 0.15 6.19 0.73 5.62 6
10.93 12.20 84,494 0.48 5.39 0.63 5.23 3
9.60 (7.29) 71,458 0.61 5.34 0.62 5.33 3
10.88 19.54 74,058 0.63 (3) 5.34 0.63 5.34 8
10.86 5.03 70,542 0.62 (3) 5.13 0.62 5.13 25
10.97 6.10 65,088 0.62 5.02 0.62 5.02 7
9.98 9.87 (1) 3,205 0.15 (2) 6.50 (2) 2.50* (2) 4.08* (2) 40 (1)
10.36 11.19 10,113 0.14 6.26 1.25 5.16 10
11.08 13.06 18,344 0.48 5.47 0.84 5.10 12
9.60 (7.71) 15,507 0.50 5.35 0.78 5.07 10
10.97 20.58 16,954 0.50 (3) 5.39 0.79 5.11 7
10.92 5.07 16,021 0.50 (3) 5.23 0.82 4.91 11
11.10 6.68 14,561 0.79 (3) 4.85 0.81 4.83 10
9.96 9.54 (1) 6,630 0.15 (2) 6.54 (2) 1.73 (2) 4.96 (2) 46 (1)
10.41 11.78 13,809 0.14 6.28 1.01 5.42 9
11.05 12.28 22,083 0.48 5.53 0.80 5.20 15
9.46 (8.07) 19,831 0.50 5.44 0.75 5.19 9
10.81 20.69 21,673 0.50 (3) 5.49 0.77 5.22 22
10.78 5.09 20,863 0.50 (3) 5.27 0.76 5.01 5
10.94 6.52 19,512 0.72 (3) 4.95 0.74 4.93 3
</TABLE>
97
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
FINANCIAL HIGHLIGHTS, continued
Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:
<TABLE>
<CAPTION>
NET ASSET NET TOTAL
YEAR VALUE NET REALIZED TOTAL FROM DIVIDENDS
ENDED BEGINNING INVESTMENT AND UNREALIZED INVESTMENT DIVIDENDS TO DISTRIBUTIONS TO AND
NOVEMBER 30, OF PERIOD INCOME GAIN (LOSS) OPERATIONS SHAREHOLDERS SHAREHOLDERS DISTRIBUTIONS
- ------------------- ----------- ------------ -------------- ------------ -------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
MINNESOTA SERIES
1991(a) $ 9.60 $0.51 $ 0.19 $ 0.70 $(0.51) -- $(0.51)
1992 9.79 0.63 0.32 0.95 (0.63) -- (0.63)
1993 10.11 0.58 0.67 1.25 (0.58) -- (0.58)
1994 10.78 0.55 (1.42) (0.87) (0.55) $(0.08) (0.63)
1995 9.28 0.54 1.33 1.87 (0.54) -- (0.54)
1996 10.61 0.54 (0.01) 0.53 (0.54) -- (0.54)
1997 10.60 0.49 0.10 0.59 (0.49) -- (0.49)
NEW JERSEY SERIES
1991(a) 9.60 0.55 0.35 0.90 (0.55) -- (0.55)
1992 9.95 0.66 0.44 1.10 (0.66) (0.04) (0.70)
1993 10.35 0.60 0.62 1.22 (0.60) (0.03) (0.63)
1994 10.94 0.55 (1.39) (0.84) (0.55) (0.08) (0.63)
1995 9.47 0.56 1.26 1.82 (0.56) -- (0.56)
1996 10.73 0.55 (0.03) 0.52 (0.55) -- (0.55)
1997 10.70 0.53 0.18 0.71 (0.53) -- (0.53)
NEW YORK SERIES
1991(a) 9.60 0.54 0.46 1.00 (0.54) -- (0.54)
1992 10.06 0.68 0.34 1.02 (0.68) (0.06) (0.74)
1993 10.34 0.62 0.69 1.31 (0.62) -- (0.62)
1994 11.03 0.57 (1.52) (0.95) (0.57) (0.05) (0.62)
1995 9.46 0.56 1.42 1.98 (0.56) -- (0.56)
1996 10.88 0.56 0.02 0.58 (0.56) -- (0.56)
1997 10.90 0.53 0.21 0.74 (0.53) -- (0.53)
OHIO SERIES
1991(a) 9.60 0.53 0.25 0.78 (0.53) -- (0.53)
1992 9.85 0.66 0.41 1.07 (0.66) (0.01) (0.67)
1993 10.25 0.60 0.72 1.32 (0.60) -- (0.60)
1994 10.97 0.55 (1.43) (0.88) (0.55) (0.12) (0.67)
1995 9.42 0.56 1.38 1.94 (0.56) -- (0.56)
1996 10.80 0.55 (0.03) 0.52 (0.55) -- (0.55)
1997 10.77 0.53 0.17 0.70 (0.53) -- (0.53)
PENNSYLVANIA SERIES
1991(a) 9.60 0.53 0.30 0.83 (0.53) -- (0.53)
1992 9.90 0.66 0.44 1.10 (0.66) -- (0.66)
1993 10.34 0.61 0.67 1.28 (0.61) -- (0.61)
1994 11.01 0.56 (1.39) (0.83) (0.56) (0.06) (0.62)
1995 9.56 0.55 1.29 1.84 (0.55) -- (0.55)
1996 10.85 0.55 -- 0.55 (0.55) -- (0.55)
1997 10.85 0.54 0.14 0.68 (0.54) (0.02) (0.56)
</TABLE>
- ------------
(a) January 15, 1991 (commencement of operations) to November 30, 1991.
* After application of the Fund's expense limitation.
+ Does not reflect the deduction of sales load. Calculated based on the
net asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not reflect the effect of expense offset of 0.01%.
98
<PAGE>
<TABLE>
<CAPTION>
RATIOS TO AVERAGE NET RATIOS TO AVERAGE NET
ASSETS ASSETS
(AFTER EXPENSES WERE (BEFORE EXPENSES WERE
ASSUMED) ASSUMED)
------------------------ -------------------------
NET ASSET NET ASSETS
VALUE TOTAL END OF NET NET PORTFOLIO
END OF INVESTMENT PERIOD INVESTMENT INVESTMENT TURNOVER
PERIOD RETURN+ (000'S) EXPENSES INCOME EXPENSES INCOME RATE
- ----------- ------------ ------------ ---------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 9.79 7.42 %(1) $ 3,131 0.15%(2) 6.04%(2) 2.50*%(2) 2.87*%(2) 4%(1)
10.11 9.91 6,420 0.14 6.16 1.46 4.85 23
10.78 12.64 11,538 0.48 5.39 1.04 4.83 8
9.28 (8.42) 9,793 0.50 5.41 0.91 5.00 14
10.61 20.60 11,230 0.50 (3) 5.35 0.98 4.88 3
10.60 5.21 9,923 0.50 (3) 5.21 0.96 4.75 5
10.70 5.76 8,742 0.94 (3) 4.68 0.97 4.65 --
9.95 9.59 (1) 15,812 0.15 (2) 6.43 (2) 1.21 (2) 5.36 (2) 36 (1)
10.35 11.34 32,123 0.15 6.36 0.79 5.71 19
10.94 12.03 54,499 0.48 5.41 0.69 5.20 7
9.47 (7.96) 45,497 0.64 5.38 0.65 5.37 6
10.73 19.60 47,889 0.67 (3) 5.42 0.67 5.42 14
10.70 4.93 44,829 0.66 (3) 5.23 0.66 5.23 5
10.88 6.99 41,520 0.66 5.02 0.66 5.02 14
10.06 10.73 (1) 3,976 0.15 (2) 6.44 (2) 2.22 (2) 4.37 (2) 51 (1)
10.34 10.35 9,604 0.15 6.45 1.23 5.37 21
11.03 12.91 15,955 0.48 5.61 0.88 5.21 11
9.46 (8.96) 14,522 0.50 5.48 0.82 5.16 14
10.88 21.40 14,388 0.50 (3) 5.43 0.85 5.09 24
10.90 5.46 14,020 0.50 (3) 5.25 0.84 4.91 22
11.11 7.06 12,586 0.82 (3) 4.84 0.84 4.82 4
9.85 8.35 (1) 6,267 0.15 (2) 6.38 (2) 2.04 (2) 4.48 (2) 22 (1)
10.25 11.12 13,686 0.15 6.41 1.01 5.56 23
10.97 13.19 24,849 0.48 5.45 0.78 5.14 20
9.42 (8.34) 20,693 0.50 5.31 0.71 5.10 18
10.80 21.02 23,104 0.50 (3) 5.42 0.77 5.16 19
10.77 5.04 21,207 0.50 (3) 5.23 0.75 4.98 32
10.94 6.67 18,476 0.73 (3) 4.90 0.74 4.89 5
9.90 8.77 (1) 12,147 0.15 (2) 6.46 (2) 1.54 (2) 5.07 (2) 12 (1)
10.34 11.47 31,509 0.15 6.31 0.81 5.65 3
11.01 12.64 53,378 0.48 5.54 0.68 5.33 5
9.56 (7.84) 47,557 0.64 5.37 0.66 5.35 19
10.85 19.65 53,935 0.66 (3) 5.29 0.66 5.29 8
10.85 5.27 47,055 0.65 (3) 5.17 0.65 5.17 --
10.97 6.53 44,056 0.66 5.01 0.66 5.01 8
</TABLE>
99
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND TRUSTEES
OF DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of the Arizona
Series, the California Series, the Florida Series, the Massachusetts Series,
the Michigan Series, the Minnesota Series, the New Jersey Series, the New
York Series, the Ohio Series, and the Pennsylvania Series (constituting the
Dean Witter Multi-State Municipal Series Trust, hereafter referred to as the
"Fund") at November 30, 1997, the results of each of their operations for the
year then ended, the changes in each of their net assets for each of the two
years in the period then ended and the financial highlights for each of the
six years in the period then ended and for the period January 15, 1991
(commencement of operations for all Series except the Arizona Series) and
April 30, 1991 (commencement of operations for the Arizona Series) through
November 30, 1991, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits,
which included confirmation of securities at November 30, 1997 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
January 12, 1998
100
<PAGE>
1997 FEDERAL INCOME TAX NOTICE (unaudited)
During the year ended November 30, 1997, the Fund paid to shareholders
dividends per share from net investment income as follows:
<TABLE>
<CAPTION>
ARIZONA CALIFORNIA FLORIDA MASSACHUSETTS MICHIGAN MINNESOTA NEW JERSEY NEW YORK OHIO PENNSYLVANIA
- --------- ------------ --------- --------------- ---------- ----------- ------------ ---------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
$0.53 $0.55 $0.54 $0.53 $0.53 $0.49 $0.53 $0.53 $0.53 $0.54
</TABLE>
All of the Fund's dividends from net investment income were exempt
interest dividends, excludable from gross income for Federal income tax
purposes.
For the same period, the Pennsylvania Series paid to shareholders
long-term capital gains of $0.02 per share.
101
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
a) Financial Statements
(1) Financial statements and schedules, included In Prospectus
(Part A):
Page in
Prospectus
----------
Financial Highlights for the period from Commencement of
Operations through November 30, 1991 and for the years ended
November 30, 1992, 1993, 1994, 1995, 1996, and 1997...............4
(2) Financial statements included in the Statement of Additional
Information (Part B):
Page in
SAI
---
Portfolio of investments at November 30, 1997.....................57
Statement of Assets and Liabilities at November 30, 1997..........83
Statement of Operations for the year ended November 30, 1997......85
Statement of Changes in Net Assets for the years ended
November 30, 1996 and 1997........................................87
Notes to Financial Statements at November 30, 1997................91
Financial Highlights for the period from Commencement of
Operations through November 30, 1991 and for the years ended
November 30, 1992, 1993, 1994, 1995, 1996 and
1997..............................................................96
(3) Financial statements included in Part C:
None
b) Exhibits
2. Amended and Restated By-Laws of the Registrant dated
October 23, 1997.
5. Form of Investment Management Agreement between the Registrant
and Dean Witter InterCapital Inc.
6. Form of Distribution Agreement between the Registrant and
Dean Witter Distributors Inc.
8. Form of Transfer Agency and Service Agreement between the
Registrant and Dean Witter Trust FSB.
11. Consent of Independent Accountants.
15. Amended and Restated Plan of Distribution Pursuant to Rule
12b-1.
16. Schedules for Computation of Performance Quotations.
27. Financial Data Schedules.
Other. Power of Attorney.
- -------------------------------------------------------------------------------
All other exhibits were previously filed Via EDGAR and are hereby
incorporated by reference.
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant
None
Item 26. Number of Holders of Securities
(1) (2)
Number of Record Holders
Title of Class at February 28,1998
-------------- -------------------
Arizona 904
California 1,921
Florida 1,320
Massachusetts 359
Michigan 638
Minnesota 260
New Jersey 1,277
New York 314
Ohio 571
Pennsylvania 1,172
Item 27. Indemnification.
Pursuant to Section 5.3 of the Registrant's Declaration of Trust and
under Section 4.8 of the Registrant's By-Laws, the indemnification of the
Registrant's trustees, officers, employees and agents is permitted if it is
determined that they acted under the belief that their actions were in or not
opposed to the best interest of the Registrant, and, with respect to any
criminal proceeding, they had reasonable cause to believe their conduct was not
unlawful. In addition, indemnification is permitted only if it is determined
that the actions in question did not render them liable by reason of willful
misfeasance, bad faith or gross negligence in the performance of their duties
or by reason of reckless disregard of their obligations and duties to the
Registrant. Trustees, officers, employees and agents will be indemnified for
the expense of litigation if it is determined that they are entitled to
<PAGE>
indemnification against any liability established in such litigation. The
Registrant may also advance money for these expenses provided that they give
their undertakings to repay the Registrant unless their conduct is later
determined to permit indemnification.
Pursuant to Section 5.2 of the Registrant's Declaration of Trust and
paragraph 8 of the Registrant's Investment Management Agreement, neither the
Investment Manager nor any trustee, officer, employee or agent of the
Registrant shall be liable for any action or failure to act, except in the case
of bad faith, willful misfeasance, gross negligence or reckless disregard of
duties to the Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer,
or controlling person of the Registrant in connection with the successful
defense of any action, suit or proceeding) is asserted against the Registrant
by such trustee, officer or controlling person in connection with the shares
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act, and will be governed by the
final adjudication of such issue.
The Registrant hereby undertakes that it will apply the
indemnification provision of its by-laws in a manner consistent with Release
11330 of the Securities and Exchange Commission under the Investment Company
Act of 1940, so long as the interpretation of Sections 17(h) and 17(i) of such
Act remains in effect.
Registrant, in conjunction with the Investment Manager, Registrant's
Trustees, and other registered investment management companies managed by the
Investment Manager, maintains insurance on behalf of any person who is or was a
Trustee, officer, employee, or agent of Registrant, or who is or was serving at
the request of Registrant as a trustee, director, officer, employee or agent of
another trust or corporation, against any liability asserted against him and
incurred by him or arising out of his position. However, in no event will
Registrant maintain insurance to indemnify any such person for any act for
which Registrant itself is not permitted to indemnify him.
Item 28. Business and Other Connections of Investment Adviser.
See "The Fund and Its Management" in the Prospectus regarding the
business of the investment adviser. The following information is given
regarding officers of Dean Witter InterCapital Inc. InterCapital is a
wholly-owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co. The
principal address of the Dean Witter Funds is Two World Trade Center, New York,
New York 10048.
The term "Dean Witter Funds" used below refers to the following
registered investment companies:
Closed-End Investment Companies
- -------------------------------
(1) InterCapital Income Securities Inc.
(2) High Income Advantage Trust
(3) High Income Advantage Trust II
(4) High Income Advantage Trust III
(5) Municipal Income Trust
(6) Municipal Income Trust II
(7) Municipal Income Trust III
<PAGE>
(8) Dean Witter Government Income Trust
(9) Municipal Premium Income Trust
(10) Municipal Income Opportunities Trust
(11) Municipal Income Opportunities Trust II
(12) Municipal Income Opportunities Trust III
(13) Prime Income Trust
(14) InterCapital Insured Municipal Bond Trust
(15) InterCapital Quality Municipal Income Trust
(16) InterCapital Quality Municipal Investment Trust
(17) InterCapital Insured Municipal Income Trust
(18) InterCapital California Insured Municipal Income Trust
(19) InterCapital Insured Municipal Trust
(20) InterCapital Quality Municipal Securities
(21) InterCapital New York Quality Municipal Securities
(22) InterCapital California Quality Municipal Securities
(23) InterCapital Insured California Municipal Securities
(24) InterCapital Insured Municipal Securities
Open-end Investment Companies:
- ------------------------------
(1) Dean Witter Short-Term Bond Fund
(2) Dean Witter Tax-Exempt Securities Trust
(3) Dean Witter Tax-Free Daily Income Trust
(4) Dean Witter Dividend Growth Securities Inc.
(5) Dean Witter Convertible Securities Trust
(6) Dean Witter Liquid Asset Fund Inc.
(7) Dean Witter Developing Growth Securities Trust
(8) Dean Witter Retirement Series
(9) Dean Witter Federal Securities Trust
(10) Dean Witter World Wide Investment Trust
(11) Dean Witter U.S. Government Securities Trust
(12) Dean Witter Select Municipal Reinvestment Fund
(13) Dean Witter High Yield Securities Inc.
(14) Dean Witter Intermediate Income Securities
(15) Dean Witter New York Tax-Free Income Fund
(16) Dean Witter California Tax-Free Income Fund
(17) Dean Witter Health Sciences Trust
(18) Dean Witter California Tax-Free Daily Income Trust
(19) Dean Witter Global Asset Allocation Fund
(20) Dean Witter American Value Fund
(21) Dean Witter Strategist Fund
(22) Dean Witter Utilities Fund
(23) Dean Witter World Wide Income Trust
(24) Dean Witter New York Municipal Money Market Trust
(25) Dean Witter Capital Growth Securities
(26) Dean Witter Precious Metals and Minerals Trust
(27) Dean Witter European Growth Fund Inc.
(28) Dean Witter Global Short-Term Income Fund Inc.
(29) Dean Witter Pacific Growth Fund Inc.
(30) Dean Witter Multi-State Municipal Series Trust
(31) Dean Witter Short-Term U.S. Treasury Trust
<PAGE>
(32) Dean Witter Diversified Income Trust
(33) Dean Witter U.S. Government Money Market Trust
(34) Dean Witter Global Dividend Growth Securities
(35) Active Assets California Tax-Free Trust
(36) Dean Witter Natural Resource Development Securities Inc.
(37) Active Assets Government Securities Trust
(38) Active Assets Money Trust
(39) Active Assets Tax-Free Trust
(40) Dean Witter Limited Term Municipal Trust
(41) Dean Witter Variable Investment Series
(42) Dean Witter Value-Added Market Series
(43) Dean Witter Global Utilities Fund
(44) Dean Witter International SmallCap Fund
(45) Dean Witter Mid-Cap Growth Fund
(46) Dean Witter Select Dimensions Investment Series
(47) Dean Witter Balanced Growth Fund
(48) Dean Witter Balanced Income Fund
(49) Dean Witter Hawaii Municipal Trust
(50) Dean Witter Capital Appreciation Fund
(51) Dean Witter Intermediate Term U.S. Treasury Trust
(52) Dean Witter Information Fund
(53) Dean Witter Japan Fund
(54) Dean Witter Income Builder Fund
(55) Dean Witter Special Value Fund
(56) Dean Witter Financial Services Trust
(57) Dean Witter Market Leader Trust
(58) Dean Witter S&P 500 Index Fund
(59) Dean Witter Fund of Funds
(60) Morgan Stanley Dean Witter Competitive Edge Fund, "Best Ideas" Portfolio
(61) Morgan Stanley Dean Witter Growth Fund
The term "TCW/DW Funds" refers to the following registered
investment companies:
Open-End Investment Companies
- -----------------------------
(1) TCW/DW North American Government Income Trust
(2) TCW/DW Latin American Growth Fund
(3) TCW/DW Income and Growth Fund
(4) TCW/DW Small Cap Growth Fund
(5) TCW/DW Total Return Trust
(6) TCW/DW Mid-Cap Equity Trust
(7) TCW/DW Global Telecom Trust
(8) TCW/DW Emerging Markets Opportunities Trust
Closed-End Investment Companies
- -------------------------------
(1) TCW/DW Term Trust 2000
(2) TCW/DW Term Trust 2002
(3) TCW/DW Term Trust 2003
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION,
WITH DEAN WITTER VOCATION INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Charles A. Fiumefreddo Executive Vice President and Director of Dean
Chairman, Chief Executive Witter Reynolds Inc. ("DWR"); Chairman, Chief
Officer and Director Executive Officer and Director of Dean Witter
Distributors Inc. ("Distributors") and Dean
Witter Services Company Inc. ("DWSC");
Chairman and Director of Dean Witter Trust
FSB ("DWT"); Chairman, Director or Trustee,
President and Chief Executive Officer of the
Dean Witter Funds and Chairman, Chief
Executive Officer and Trustee of the TCW/DW
Funds; Director and/or officer of various
Morgan Stanley, Dean Witter, Discover & Co.
("MSDWD") subsidiaries.
Philip J. Purcell Chairman, Chief Executive Officer and
Director Director of MSDWD and DWR; Director of DWSC
and Distributors; Director or Trustee of the
Dean Witter Funds; Director and/or officer of
various MSDWD subsidiaries.
Richard M. DeMartini President and Chief Operating Officer of Dean
Director Witter Capital, a division of DWR; Director
of DWR, DWSC, Distributors and DWT; Trustee
of the TCW/DW Funds.
James F. Higgins President and Chief Operating Officer of Dean
Director Witter Financial; Director of DWR, DWSC,
Distributors and DWT.
Thomas C. Schneider Executive Vice President and Chief Strategic
Executive Vice of MSDWD; Executive Vice President and Chief
President, Chief Financial Officer of DWSC and Distributors;
Financial Officer and Director of DWR, DWSC, Distributors and
Director MSDWD.
Christine A. Edwards Executive Vice President, Chief Legal Officer
Director and Secretary of MSDWD; Executive Vice
President, Secretary and Chief Legal Officer
of Distributors; Director of DWR, DWSC and
Distributors.
Mitchell M. Merin President and Chief Strategic Officer of DWSC,
President and Chief Executive Vice President of Distributors;
Strategic Officer Executive Vice President and Director of DWT;
Executive Vice President and Director of DWR;
Director of SPS Transaction Services Inc. and
various other MSDWD subsidiaries.
Robert M. Scanlan President and Chief Operating Officer of
DWSC, Executive Vice President President and
Chief of Distributors; Executive Vice
President and Director of DWT; Vice Operating
Officer President of the Dean Witter Funds
and the TCW/DW Funds.
John B. Van Heuvelen President, Chief Operating Officer and Director
Executive Vice of DWT.
President
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION,
WITH DEAN WITTER VOCATION INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Joseph J. McAlinden Vice President of the Dean Witter Funds and
Executive Vice President Director of DWT.
and Chief Investment
Officer
Edward C. Oelsner, III
Executive Vice President
Barry Fink Assistant Secretary of DWR; Senior Vice
Senior Vice President, President, Secretary and General Counsel of
Secretary and General DWSC; Senior Vice President, Assistant
Counsel Secretary and Assistant General Counsel of
Distributors; Vice President, Secretary and
General Counsel of the Dean Witter Funds and
the TCW/DW Funds.
Peter M. Avelar Vice President of various Dean Witter Funds.
Senior Vice President
Mark Bavoso Vice President of various Dean Witter Funds.
Senior Vice President
Richard Felegy
Senior Vice President
Edward F. Gaylor Vice President of various Dean Witter Funds.
Senior Vice President
Robert S. Giambrone Senior Vice President of DWSC, Distributors and
Senior Vice President DWT and Director of DWT; Vice President of the
Dean Witter Funds and the TCW/DW Funds.
Rajesh K. Gupta Vice President of various Dean Witter Funds.
Senior Vice President
Kenton J. Hinchliffe Vice President of various Dean Witter Funds.
Senior Vice President
Kevin Hurley Vice President of various Dean Witter Funds.
Senior Vice President
Margaret Iannuzzi
Senior Vice President
Jenny Beth Jones Vice President of Dean Witter Special Value Fund.
Senior Vice President
John B. Kemp, III President of Distributors.
Senior Vice President
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION,
WITH DEAN WITTER VOCATION INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Anita H. Kolleeny Vice President of various Dean Witter Funds.
Senior Vice President
Jonathan R. Page Vice President of various Dean Witter Funds.
Senior Vice President
Ira N. Ross Vice President of various Dean Witter Funds.
Senior Vice President
Guy G. Rutherfurd, Jr. Vice President of Dean Witter Market Leader
Senior Vice President Trust.
Rochelle G. Siegel Vice President of various Dean Witter Funds.
Senior Vice President
Jayne M. Stevlingson Vice President of various Dean Witter Funds.
Senior Vice President
Paul D. Vance Vice President of various Dean Witter Funds.
Senior Vice President
Elizabeth A. Vetell
Senior Vice President
James F. Willison Vice President of various Dean Witter Funds.
Senior Vice President
Ronald J. Worobel Vice President of various Dean Witter Funds.
Senior Vice President
Douglas Brown
First Vice President
Thomas F. Caloia First Vice President and Assistant Treasurer
First Vice President of DWSC, Assistant Treasurer of Distributors;
and Assistant Treasurer and Chief Financial Officer of the
Treasurer Dean Witter Funds and the TCW/DW Funds.
Thomas Chronert
First Vice President
Rosalie Clough
First Vice President
Marilyn K. Cranney Assistant Secretary of DWR; First Vice
First Vice President President and Assistant Secretary of DWSC;
and Assistant Secretary Assistant Secretary of the Dean Witter Funds
and the TCW/DW Funds.
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION,
WITH DEAN WITTER VOCATION INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Michael Interrante First Vice President and Controller of DWSC;
First Vice President Assistant Treasurer of Distributors; First
and Controller Vice President and Treasurer of DWT.
David Johnson
First Vice President
Stanley Kapica
First Vice President
Robert Zimmerman
First Vice President
Dale Albright
Vice President
Joan G. Allman
Vice President
Andrew Arbenz
Vice President
Joseph Arcieri Vice President of various Dean Witter Funds.
Vice President
Maurice Bendrihem
Vice President and
Assistant Controller
Nancy Belza
Vice President
Dale Boettcher
Vice President
Joseph Cardwell
Vice President
Philip Casparius
Vice President
B. Catherine Connelly
Vice President
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION,
WITH DEAN WITTER VOCATION INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Salvatore DeSteno Vice President of DWSC.
Vice President
Bruce Dunn
Vice President
Jeffrey D. Geffen
Vice President
Michael Geringer
Vice President
Stephen Greenhut
Vice President
Peter W. Gurman
Vice President
Matthew Haynes Vice President of Dean Witter Variable Investment
Vice President Series
Peter Hermann Vice President of various Dean Witter Funds
Vice President
Elizabeth Hinchman
Vice President
David Hoffman
Vice President
Christopher Jones
Vice President
James P. Kastberg
Vice President
Michelle Kaufman Vice President of various Dean Witter Funds
Vice President
Paula LaCosta Vice President of various Dean Witter Funds.
Vice President
Thomas Lawlor
Vice President
Gerard J. Lian Vice President of various Dean Witter Funds.
Vice President
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION,
WITH DEAN WITTER VOCATION INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Catherine Maniscalco Vice President of Dean Witter Natural Resource
Vice President Development Securities Inc.
Albert McGarity
Vice President
LouAnne D. McInnis Vice President and Assistant Secretary of DWSC;
Vice President and Assistant Secretary of the Dean Witter Funds and
Assistant Secretary the TCW/DW Funds.
Sharon K. Milligan
Vice President
Julie Morrone
Vice President
Mary Beth Mueller
Vice President
David Myers Vice President of Dean Witter Natural Resource
Vice President Development Securities Inc.
James Nash
Vice President
Richard Norris
Vice President
Carsten Otto Vice President and Assistant Secretary of
Vice President and DWSC; Assistant Secretary of the Dean Witter
Assistant Secretary Funds and the TCW/DW Funds.
George Paoletti
Vice President
Anne Pickrell Vice President of various Dean Witter Funds
Vice President
Michael Roan
Vice President
John Roscoe
Vice President
Hugh Rose
Vice President
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION,
WITH DEAN WITTER VOCATION INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Robert Rossetti Vice President of Dean Witter Precious Metal and
Vice President Minerals Trust.
Ruth Rossi Vice President and Assistant Secretary of
Vice President and DWSC; Assistant Secretary of the Dean Witter
Assistant Secretary Funds and the TCW/DW Funds.
Carl F. Sadler
Vice President
Deborah Santaniello
Vice President
Peter J. Seeley Vice President of various Dean Witter Funds
Vice President
Naomi Stein
Vice President
Kathleen H. Stromberg Vice President of various Dean Witter Funds.
Vice President
Marybeth Swisher
Vice President
Robert Vanden Assem
Vice President
James P. Wallin
Vice President
Alice Weiss Vice President of various Dean Witter Funds.
Vice President
Item 29. Principal Underwriters
(a) Dean Witter Distributors Inc. ("Distributors"), a Delaware
corporation, is the principal underwriter of the Registrant. Distributors
is also the principal underwriter of the following investment companies:
(1) Dean Witter Liquid Asset Fund Inc.
(2) Dean Witter Tax-Free Daily Income Trust
(3) Dean Witter California Tax-Free Daily Income Trust
(4) Dean Witter Retirement Series
(5) Dean Witter Dividend Growth Securities Inc.
(6) Dean Witter Global Asset Allocation
(7) Dean Witter World Wide Investment Trust
<PAGE>
(8) Dean Witter Capital Growth Securities
(9) Dean Witter Convertible Securities Trust
(10) Active Assets Tax-Free Trust
(11) Active Assets Money Trust
(12) Active Assets California Tax-Free Trust
(13) Active Assets Government Securities Trust
(14) Dean Witter Short-Term Bond Fund
(15) Dean Witter Mid-Cap Growth Fund
(16) Dean Witter U.S. Government Securities Trust
(17) Dean Witter High Yield Securities Inc.
(18) Dean Witter New York Tax-Free Income Fund
(19) Dean Witter Tax-Exempt Securities Trust
(20) Dean Witter California Tax-Free Income Fund
(21) Dean Witter Limited Term Municipal Trust
(22) Dean Witter Natural Resource Development Securities Inc.
(23) Dean Witter World Wide Income Trust
(24) Dean Witter Utilities Fund
(25) Dean Witter Strategist Fund
(26) Dean Witter New York Municipal Money Market Trust
(27) Dean Witter Intermediate Income Securities
(28) Prime Income Trust
(29) Dean Witter European Growth Fund Inc.
(30) Dean Witter Developing Growth Securities Trust
(31) Dean Witter Precious Metals and Minerals Trust
(32) Dean Witter Pacific Growth Fund Inc.
(33) Dean Witter Multi-State Municipal Series Trust
(34) Dean Witter Federal Securities Trust
(35) Dean Witter Short-Term U.S. Treasury Trust
(36) Dean Witter Diversified Income Trust
(37) Dean Witter Health Sciences Trust
(38) Dean Witter Global Dividend Growth Securities
(39) Dean Witter American Value Fund
(40) Dean Witter U.S. Government Money Market Trust
(41) Dean Witter Global Short-Term Income Fund Inc.
(42) Dean Witter Value-Added Market Series
(43) Dean Witter Global Utilities Fund
(44) Dean Witter International SmallCap Fund
(45) Dean Witter Balanced Growth Fund
(46) Dean Witter Balanced Income Fund
(47) Dean Witter Hawaii Municipal Trust
(48) Dean Witter Variable Investment Series
(49) Dean Witter Capital Appreciation Fund
(50) Dean Witter Intermediate Term U.S. Treasury Trust
(51) Dean Witter Information Fund
(52) Dean Witter Japan Fund
(53) Dean Witter Income Builder Fund
(54) Dean Witter Special Value Fund
(55) Dean Witter Financial Services Trust
(56) Dean Witter Market Leader Trust
(57) Dean Witter S&P 500 Index Fund
<PAGE>
(58) Dean Witter Fund of Funds
(59) Morgan Stanley Dean Witter "Competitive Edge" Fund,
"Best Ideas" Portfolio
(60) Morgan Stanley Dean Witter Growth Fund
(1) TCW/DW North American Government Income Trust
(2) TCW/DW Latin American Growth Fund
(3) TCW/DW Income and Growth Fund
(4) TCW/DW Small Cap Growth Fund
(5) TCW/DW Total Return Trust
(6) TCW/DW Mid-Cap Equity Trust
(7) TCW/DW Global Telecom Trust
(8) TCW/DW Emerging Markets Opportunities Trust
(b) The following information is given regarding directors and
officers of Distributors not listed in Item 28 above. The principal
address of Distributors is Two World Trade Center, New York, New York
10048. None of the following persons has any position or office with
the Registrant.
Name Positions and Office with Distributors
---- --------------------------------------
Fredrick K. Kubler Senior Vice President, Assistant Secretary
and Chief Compliance Officer.
Michael T. Gregg Vice President and Assistant Secretary.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder
are maintained by the Investment Manager at its offices, except records
relating to holders of shares issued by the Registrant, which are maintained by
the Registrant's Transfer Agent, at its place of business as shown in the
prospectus.
Item 31. Management Services
Registrant is not a party to any such management-related service
contract.
Item 32. Undertakings
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York on the 23rd day of March,1998.
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
By /s/ Barry Fink
------------------------
Barry Fink
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 9 has been signed below by the following persons
in the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
(1) Principal Executive Officer President, Chief
Executive Officer,
Trustee and Chairman
By /s/ Charles A. Fiumefreddo 3/23/98
----------------------------
Charles A. Fiumefreddo
(2) Principal Financial Officer Treasurer and Principal
Accounting Officer
By /s/ Thomas F. Caloia 3/23/98
----------------------------
Thomas F. Caloia
(3) Majority of the Trustees
Charles A. Fiumefreddo (Chairman)
Philip J. Purcell
By /s/ Barry Fink 3/23/98
----------------------------
Barry Fink
Attorney-in-Fact
Michael Bozic Manuel H. Johnson
Edwin J. Garn Michael E. Nugent
John R. Haire John L. Schroeder
Wayne E. Hedien
By /s/ David M. Butowsky 3/23/98
----------------------------
David M. Butowsky
Attorney-in-Fact
<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
----------------------------------------------
EXHIBIT INDEX
-------------
2. Amended and Restated By-Laws of the Registrant dated October 23,
1997.
5. Form of Investment Management Agreement between the Registrant and
Dean Witter InterCapital Inc.
6. Form of Distribution Agreement between the Registrant and Dean Witter
Distributors Inc.
8. Form of Transfer Agency and Service Agreement between the Registrant
and Dean Witter Trust FSB.
11. Consent of Independent Accountants.
15. Amended and Restated Plan of Distribution Pursuant to Rule 12b-1.
16. Schedules for Computation of Performance Quotations.
27. Financial Data Schedules.
Other. Power of Attorney.
<PAGE>
BY-LAWS
OF
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
AMENDED AND RESTATED AS OF OCTOBER 23, 1997
ARTICLE I
DEFINITIONS
The terms "Commission," "Declaration," "Distributor," "Investment
Adviser," "Majority Shareholder Vote," "1940 Act," "Shareholder," "Shares,"
"Transfer Agent," "Trust," "Trust Property," and "Trustees" have the
respective meanings given them in the Declaration of Trust of Dean Witter
Multi-State Municipal Series Trust dated October 26, 1990.
ARTICLE II
OFFICES
SECTION 2.1. Principal Office. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be
in the City of Boston, County of Suffolk.
SECTION 2.2. Other Offices. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
City of New York, State of New York, and at such other places within and
without the Commonwealth as the Trustees may from time to time designate or
the business of the Trust may require.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 3.1. Place of Meetings. Meetings of Shareholders shall be held at
such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees.
SECTION 3.2. Meetings. Meetings of Shareholders of the Trust shall be held
whenever called by the Trustees or the President of the Trust and whenever
election of a Trustee or Trustees by Shareholders is required by the
provisions of Section 16(a) of the 1940 Act, for that purpose. Meetings of
Shareholders shall also be called by the Secretary upon the written request
of the holders of Shares entitled to vote not less than twenty-five percent
(25%) of all the votes entitled to be cast at such meeting, except to the
extent otherwise required by Section 16C of the 1940 Act, as made applicable
to the Trust by the provisions of Section 2.3 of the Declaration. Such
request shall state the purpose or purposes of such meeting and the matters
proposed to be acted on thereat. Except to the extent otherwise required by
Section 16(c) of the 1940 Act, as made applicable to the Trust by the
provisions of Section 2.3 of the Declaration, the Secretary shall inform such
Shareholders of the reasonable estimated cost of preparing and mailing such
notice of the meeting, and upon payment to the Trust of such costs, the
Secretary shall give notice stating the purpose or purposes of the meeting to
all entitled to vote at such meeting. No meeting need be called upon the
request of the holders of Shares entitled to cast less than a majority of all
votes entitled to be cast at such meeting, to consider any matter which is
substantially the same as a matter voted upon at any meeting of Shareholders
held during the preceding twelve months.
SECTION 3.3. Notice of Meetings. Written or printed notice of every
Shareholders' meeting stating the place, date, and purpose or purposes
thereof, shall be given by the Secretary not less than ten (10) nor more than
ninety (90) days before such meeting to each Shareholder entitled to vote at
such meeting. Such notice shall be deemed to be given when deposited in the
United States mail, postage prepaid, directed to the Shareholder at his
address as it appears on the records of the Trust.
<PAGE>
SECTION 3.4. Quorum and Adjournment of Meetings. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all meetings of
Shareholders, the holders of a majority of the Shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy,
shall be requisite and shall constitute a quorum for the transaction of
business. In the absence of a quorum, the Shareholders present or represented
by proxy and entitled to vote thereat shall have the power to adjourn the
meeting from time to time. The Shareholders present in person or represented
by proxy at any meeting and entitled to vote thereat also shall have the
power to adjourn the meeting from time to time if the vote required to
approve or reject any proposal described in the original notice of such
meeting is not obtained (with proxies being voted for or against adjournment
consistent with the votes for and against the proposal for which the required
vote has not been obtained). The affirmative vote of the holders of a
majority of the Shares then present in person or represented by proxy shall
be required to adjourn any meeting. Any adjourned meeting may be reconvened
without further notice or change in record date. At any reconvened meeting at
which a quorum shall be present, any business may be transacted that might
have been transacted at the meeting as originally called.
SECTION 3.5. Voting Rights, Proxies. At each meeting of Shareholders, each
holder of record of Shares entitled to vote thereat shall be entitled to one
vote in person or by proxy, executed in writing by the Shareholder or his
duly authorized attorney-in-fact, for each Share of beneficial interest of
the Trust and for the fractional portion of one vote for each fractional
Share entitled to vote so registered in his name on the records of the Trust
on the date fixed as the record date for the determination of Shareholders
entitled to vote at such meeting. No proxy shall be valid after eleven months
from its date, unless otherwise provided in the proxy. At all meetings of
Shareholders, unless the voting is conducted by inspectors, all questions
relating to the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman of the
meeting. Pursuant to a resolution of a majority of the Trustees, proxies may
be solicited in the name of one or more Trustees or Officers of the Trust.
SECTION 3.6. Vote Required. Except as otherwise provided by law, by the
Declaration of Trust, or by these By-Laws, at each meeting of Shareholders at
which a quorum is present, all matters shall be decided by Majority
Shareholder Vote.
SECTION 3.7. Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the
request of any Shareholder or his proxy shall, appoint Inspectors of Election
of the meeting. In case any person appointed as Inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Trustees in advance of the convening of the meeting or at the meeting by the
person acting as chairman. The Inspectors of Election shall determine the
number of Shares outstanding, the Shares represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies,
shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with the right to
vote, shall count and tabulate all votes or consents, determine the results,
and do such other acts as may be proper to conduct the election or vote with
fairness to all Shareholders. On request of the chairman of the meeting, or
of any Shareholder or his proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them
and shall execute a certificate of any facts found by them.
SECTION 3.8. Inspection of Books and Records. Shareholders shall have such
rights and procedures of inspection of the books and records of the Trust as
are granted to Shareholders under Corporations and Associations Law of the
State of Maryland.
SECTION 3.9. Action by Shareholders Without Meeting. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to
be taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such consents are filed with the records of the Trust.
Such consent shall be treated for all purposes as a vote taken at a meeting
of Shareholders.
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SECTION 3.10. Presence at Meetings. Presence at meetings of shareholders
requires physical attendance by the shareholder or his or her proxy at the
meeting site and does not encompass attendance by telephonic or other
electronic means.
ARTICLE IV
TRUSTEES
SECTION 4.1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or special meetings of the Trustees. Regular
meetings of the Trustees may be held at such time and place as shall be
determined from time to time by the Trustees without further notice. Special
meetings of the Trustees may be called at any time by the President and shall
be called by the President or the Secretary upon the written request of any
two (2) Trustees.
SECTION 4.2. Notice of Special Meetings. Written notice of special
meetings of the Trustees, stating the place, date and time thereof, shall be
given not less than two (2) days before such meeting to each Trustee,
personally, by telegram, by mail, or by leaving such notice at his place of
residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail, postage prepaid,
directed to the Trustee at his address as it appears on the records of the
Trust. Subject to the provisions of the 1940 Act, notice or waiver of notice
need not specify the purpose of any special meeting.
SECTION 4.3. Telephone Meetings. Subject to the provisions of the 1940
Act, any Trustee, or any member or members of any committee designated by the
Trustees, may participate in a meeting of the Trustees, or any such
committee, as the case may be, by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
SECTION 4.4. Quorum, Voting and Adjournment of Meetings. At all meetings
of the Trustees, a majority of the Trustees shall be requisite to and shall
constitute a quorum for the transaction of business. If a quorum is present,
the affirmative vote of a majority of the Trustees present shall be the act
of the Trustees, unless the concurrence of a greater proportion is expressly
required for such action by law, the Declaration or these By-Laws. If at any
meeting of the Trustees there be less than a quorum present, the Trustees
present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall have been
obtained.
SECTION 4.5. Action by Trustees Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at
any meeting of the Trustees may be taken without a meeting if a consent in
writing setting forth the action shall be signed by all of the Trustees
entitled to vote upon the action and such written consent is filed with the
minutes of proceedings of the Trustees.
SECTION 4.6. Expenses and Fees. Each Trustee may be allowed expenses, if
any, for attendance at each regular or special meeting of the Trustees, and
each Trustee who is not an officer or employee of the Trust or of its
investment manager or underwriter or of any corporate affiliate of any of
said persons shall receive for services rendered as a Trustee of the Trust
such compensation as may be fixed by the Trustees. Nothing herein contained
shall be construed to preclude any Trustee from serving the Trust in any
other capacity and receiving compensation therefor.
SECTION 4.7. Execution of Instruments and Documents and Signing of Checks
and Other Obligations and Transfers. All instruments, documents and other
papers shall be executed in the name and on behalf of the Trust and all
checks, notes, drafts and other obligations for the payment of money by the
Trust shall be signed, and all transfer of securities standing in the name of
the Trust shall be executed, by the Chairman, the President, any Vice
President or the Treasurer or by any one or more officers or agents of the
Trust as shall be designated for that purpose by vote of the Trustees;
notwithstanding the above, nothing in this Section 4.7 shall be deemed to
preclude the electronic authorization, by designated persons, of the Trust's
Custodian (as described herein in Section 9.1) to transfer assets of the
Trust, as provided for herein in Section 9.1.
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SECTION 4.8. Indemnification of Trustees, Officers, Employees and
Agents. (a) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by
reason of the fact that he is or was a Trustee, officer, employee, or agent
of the Trust. The indemnification shall be against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Trust, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or on behalf of the Trust to obtain a judgment or decree in its
favor by reason of the fact that he is or was a Trustee, officer, employee,
or agent of the Trust. The indemnification shall be against expenses,
including attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Trust; except that no indemnification shall be
made in respect of any claim, issue, or matter as to which the person has
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Trust, except to the extent that the court in which the
action or suit was brought, or a court of equity in the county in which the
Trust has its principal office, determines upon application that, despite the
adjudication of liability but in view of all circumstances of the case, the
person is fairly and reasonably entitled to indemnity for those expenses
which the court shall deem proper, provided such Trustee, officer, employee
or agent is not adjudged to be liable by reason of his willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
(c) To the extent that a Trustee, officer, employee, or agent of the Trust
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsection (a) or (b) or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection therewith.
(d) (1) Unless a court orders otherwise, any indemnification under
subsections (a) or (b) of this section may be made by the Trust only as
authorized in the specific case after a determination that indemnification of
the Trustee, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) or (b).
(2) The determination shall be made:
(i) By the Trustees, by a majority vote of a quorum which consists
of Trustees who were not parties to the action, suit or proceeding; or
(ii) If the required quorum is not obtainable, or if a quorum of
disinterested Trustees so directs, by independent legal counsel in a
written opinion; or
(iii) By the Shareholders.
(3) Notwithstanding any provision of this Section 4.8, no person shall
be entitled to indemnification for any liability, whether or not there is
an adjudication of liability, arising by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of duties as described
in Section 17(h) and (i) of the Investment Company Act of 1940
("disabling conduct"). A person shall be deemed not liable by reason of
disabling conduct if, either:
(i) a final decision on the merits is made by a court or other body
before whom the proceeding was brought that the person to be indemnified
("indemnitee") was not liable by reason of disabling conduct; or
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(ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnitee was not liable by
reason of disabling conduct, is made by either--
(A) a majority of a quorum of Trustees who are neither "interested
persons" of the Trust, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, nor parties to the action, suit or
proceeding, or
(B) an independent legal counsel in a written opinion.
(e) Expenses, including attorneys' fees, incurred by a Trustee, officer,
employee or agent of the Trust in defending a civil or criminal action, suit
or proceeding may be paid by the Trust in advance of the final disposition
thereof if:
(1) authorized in the specific case by the Trustees; and
(2) the Trust receives an undertaking by or on behalf of the Trustee,
officer, employee or agent of the Trust to repay the advance if it is not
ultimately determined that such person is entitled to be indemnified by
the Trust; and
(3) either, (i) such person provides a security for his undertaking, or
(ii) the Trust is insured against losses by reason of any lawful
advances, or
(iii) a determination, based on a review of readily available
facts, that there is reason to believe that such person ultimately
will be found entitled to indemnification, is made by either--
(A) a majority of a quorum which consists of Trustees who are
neither "interested persons" of the Trust, as defined in Section
2(a)(19) of the 1940 Act, nor parties to the action, suit or
proceeding, or
(B) an independent legal counsel in a written opinion.
(f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which a person may be entitled under any
by-law, agreement, vote of Shareholders or disinterested Trustees or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding the office, and shall continue as to a person
who has ceased to be a Trustee, officer, employee, or agent and inure to the
benefit of the heirs, executors and administrators of such person; provided
that no person may satisfy any right of indemnity or reimbursement granted
herein or to which he may be otherwise entitled except out of the property of
the Trust, and no Shareholder shall be personally liable with respect to any
claim for indemnity or reimbursement or otherwise.
(g) The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee, or agent of the Trust, against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such. However, in no event will the Trust
purchase insurance to indemnify any officer or Trustee against liability for
any act for which the Trust itself is not permitted to indemnify him.
(h) Nothing contained in this Section shall be construed to protect any
Trustee or officer of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
ARTICLE V
COMMITTEES
SECTION 5.1. Executive and Other Committees. The Trustees, by resolution
adopted by a majority of the Trustees, may designate an Executive Committee
and/or committees, each committee to consist of two (2) or more of the
Trustees of the Trust and may delegate to such committees, in the intervals
between meetings of the Trustees, any or all of the powers of the Trustees in
the management of the business and affairs of the Trust. In the absence of
any member of any such committee, the members thereof present
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at any meeting, whether or not they constitute a quorum, may appoint a
Trustee to act in place of such absent member. Each such committee shall keep
a record of its proceedings.
The Executive Committee and any other committee shall fix its own rules or
procedure, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.
All actions of the Executive Committee shall be reported to the Trustees
at the meeting thereof next succeeding to the taking of such action.
SECTION 5.2. Advisory Committee. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in
any other capacity and which shall have advisory functions with respect to
the investments of the Trust but which shall have no power to determine that
any security or other investment shall be purchased, sold or otherwise
disposed of by the Trust. The number of persons constituting any such
advisory committee shall be determined from time to time by the Trustees. The
members of any such advisory committee may receive compensation for their
services and may be allowed such fees and expenses for the attendance at
meetings as the Trustees may from time to time determine to be appropriate.
SECTION 5.3. Committee Action Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at
any meeting of any Committee of the Trustees appointed pursuant to Section
5.1 of these By-Laws may be taken without a meeting if a consent in writing
setting forth the action shall be signed by all members of the Committee
entitled to vote upon the action and such written consent is filed with the
records of the proceedings of the Committee.
ARTICLE VI
OFFICERS
SECTION 6.1. Executive Officers. The executive officers of the Trust shall
be a Chairman, a President, one or more Vice Presidents, a Secretary and a
Treasurer. The Chairman shall be selected from among the Trustees but none of
the other executive officers need be a Trustee. Two or more offices, except
those of President and any Vice President, may be held by the same person,
but no officer shall execute, acknowledge or verify any instrument in more
than one capacity. The executive officers of the Trust shall be elected
annually by the Trustees and each executive officer so elected shall hold
office until his successor is elected and has qualified.
SECTION 6.2. Other Officers and Agents. The Trustees may also elect one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers and may elect, or may delegate to the Chairman the power to
appoint, such other officers and agents as the Trustees shall at any time or
from time to time deem advisable.
SECTION 6.3. Term and Removal and Vacancies. Each officer of the Trust
shall hold office until his successor is elected and has qualified. Any
officer or agent of the Trust may be removed by the Trustees whenever, in
their judgment, the best interests of the Trust will be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed.
SECTION 6.4. Compensation of Officers. The compensation of officers and
agents of the Trust shall be fixed by the Trustees, or by the President to
the extent provided by the Trustees with respect to officers appointed by the
President.
SECTION 6.5. Power and Duties. All officers and agents of the Trust, as
between themselves and the Trust, shall have such authority and perform such
duties in the management of the Trust as may be provided in or pursuant to
these By-Laws, or to the extent not so provided, as may be prescribed by the
Trustees; provided, that no rights of any third party shall be affected or
impaired by any such By-Law or resolution of the Trustees unless he has
knowledge thereof.
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SECTION 6.6. The Chairman. The Chairman shall preside at all meetings of
the Shareholders and of the Trustees, he shall be a signatory on all Annual
and Semi-Annual Reports as may be sent to shareholders, and he shall perform
such other duties as the Trustees may from time to time prescribe.
SECTION 6.7. The President. (a) The President shall be the chief executive
officer of the Trust; he shall have general and active management of the
business of the Trust, shall see that all orders and resolutions of the
Trustees are carried into effect, and, in connection therewith, shall be
authorized to delegate to one or more Vice Presidents such of his powers and
duties at such times and in such manner as he may deem advisable.
(b) In the absence of the Chairman, the President shall preside at all
meetings of the Shareholders and the Board of Trustees; and he shall perform
such other duties as the Board of Trustees may from time to time prescribe.
SECTION 6.8. The Vice Presidents. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by
the Trustees. The Vice President, or, if there be more than one, the Vice
Presidents in the order of their seniority as may be determined from time to
time by the Trustees or the President, shall, in the absence or disability of
the President, exercise the powers and perform the duties of the President,
and he or they shall perform such other duties as the Trustees or the
President may from time to time prescribe.
SECTION 6.9. The Assistant Vice Presidents. The Assistant Vice President,
or, if there be more than one, the Assistant Vice Presidents, shall perform
such duties and have such powers as may be assigned them from time to time by
the Trustees or the President.
SECTION 6.10. The Secretary. The Secretary shall attend all meetings of
the Trustees and all meetings of the Shareholders and record all the
proceedings of the meetings of the Shareholders and of the Trustees in a book
to be kept for that purpose, and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Trustees, and shall
perform such other duties and have such powers as the Trustees, or the
President, may from time to time prescribe. He shall keep in safe custody the
seal of the Trust and affix or cause the same to be affixed to any instrument
requiring it, and, when so affixed, it shall be attested by his signature or
by the signature of an Assistant Secretary.
SECTION 6.11. The Assistant Secretaries. The Assistant Secretary, or, if
there be more than one, the Assistant Secretaries in the order determined by
the Trustees or the President, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and
shall perform such duties and have such other powers as the Trustees or the
President may from time to time prescribe.
SECTION 6.12. The Treasurer. The Treasurer shall be the chief financial
officer of the Trust. He shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books belonging to the Trust, and
he shall render to the Trustees and the President, whenever any of them
require it, an account of his transactions as Treasurer and of the financial
condition of the Trust; and he shall perform such other duties as the
Trustees, or the President, may from time to time prescribe.
SECTION 6.13. The Assistant Treasurers. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in the order
determined by the Trustees or the President, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers
as the Trustees, or the President, may from time to time prescribe.
SECTION 6.14. Delegation of Duties. Whenever an officer is absent or
disabled, or whenever for any reason the Trustees may deem it desirable, the
Trustees may delegate the powers and duties of an officer or officers to any
other officer or officers or to any Trustee or Trustees.
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ARTICLE VII
DIVIDENDS AND DISTRIBUTIONS
Subject to any applicable provisions of law and the Declaration, dividends
and distributions upon the Shares may be declared at such intervals as the
Trustees may determine, in cash, in securities or other property, or in
Shares, from any sources permitted by law, all as the Trustees shall from
time to time determine.
Inasmuch as the computation of net income and net profits from the sales
of securities or other properties for federal income tax purposes may vary
from the computation thereof on the records of the Trust, the Trustees shall
have power, in their discretion, to distribute as income dividends and as
capital gain distributions, respectively, amounts sufficient to enable the
Trust to avoid or reduce liability for federal income taxes.
ARTICLE VIII
CERTIFICATES OF SHARES
SECTION 8.1. Certificates of Shares. Certificates for Shares of each
series or class of Shares shall be in such form and of such design as the
Trustees shall approve, subject to the right of the Trustees to change such
form and design at any time or from time to time, and shall be entered in the
records of the Trust as they are issued. Each such certificate shall bear a
distinguishing number; shall exhibit the holder's name and certify the number
of full Shares owned by such holder; shall be signed by or in the name of the
Trust by the President, or a Vice President, and countersigned by the
Secretary or an Assistant Secretary or the Treasurer and an Assistant
Treasurer of the Trust; shall be sealed with the seal; and shall contain such
recitals as may be required by law. Where any certificate is signed by a
Transfer Agent or by a Registrar, the signature of such officers and the seal
may be facsimile, printed or engraved. The Trust may, at its option,
determine not to issue a certificate or certificates to evidence Shares owned
of record by any Shareholder.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Trust, whether because of
death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Trust, such certificate or certificates
shall, nevertheless, be adopted by the Trust and be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall appear therein had not ceased
to be such officer or officers of the Trust.
No certificate shall be issued for any share until such share is fully
paid.
SECTION 8.2. Lost, Stolen, Destroyed and Mutilated Certificates. The
Trustees may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Trust alleged to
have been lost, stolen or destroyed, upon satisfactory proof of such loss,
theft, or destruction; and the Trustees may, in their discretion, require the
owner of the lost, stolen or destroyed certificate, or his legal
representative, to give to the Trust and to such Registrar, Transfer Agent
and/or Transfer Clerk as may be authorized or required to countersign such
new certificate or certificates, a bond in such sum and of such type as they
may direct, and with such surety or sureties, as they may direct, as
indemnity against any claim that may be against them or any of them on
account of or in connection with the alleged loss, theft or destruction of
any such certificate.
ARTICLE IX
CUSTODIAN
SECTION 9.1. Appointment and Duties. The Trust shall at times employ a
bank or trust company having capital, surplus and undivided profits of at
least five million dollars ($5,000,000) as custodian with authority as its
agent, but subject to such restrictions, limitations and other requirements,
if any, as may be contained in these By-Laws and the 1940 Act:
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(1) to receive and hold the securities owned by the Trust and deliver
the same upon written or electronically transmitted order;
(2) to receive and receipt for any moneys due to the Trust and deposit
the same in its own banking department or elsewhere as the Trustees may
direct;
(3) to disburse such funds upon orders or vouchers;
all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian. If so directed by a Majority Shareholder Vote,
the custodian shall deliver and pay over all property of the Trust held by it
as specified in such vote.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of
the custodian and upon such terms and conditions as may be agreed upon
between the custodian and such sub-custodian and approved by the Trustees.
SECTION 9.2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct
the custodian to deposit all or any part of the securities owned by the Trust
in a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or
series of any issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject to
withdrawal only upon the order of the Trust.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
Shareholders, Trustees, or of any committee is required to be given in
accordance with law or under the provisions of the Declaration or these
By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice and filed with the records of the meeting, whether
before or after the holding thereof, or actual attendance at the meeting of
shareholders, Trustees or committee, as the case may be, in person, shall be
deemed equivalent to the giving of such notice to such person.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Location of Books and Records. The books and records of the
Trust may be kept outside the Commonwealth of Massachusetts at such place or
places as the Trustees may from time to time determine, except as otherwise
required by law.
SECTION 11.2. Record Date. The Trustees may fix in advance a date as the
record date for the purpose of determining the Shareholders entitled to (i)
receive notice of, or to vote at, any meeting of Shareholders, or (ii)
receive payment of any dividend or the allotment of any rights, or in order
to make a determination of Shareholders for any other proper purpose. The
record date, in any case, shall not be more than one hundred eighty (180)
days, and in the case of a meeting of Shareholders not less than ten (10)
days, prior to the date on which such meeting is to be held or the date on
which such other particular action requiring determination of Shareholders is
to be taken, as the case may be. In the case of a meeting of Shareholders,
the meeting date set forth in the notice to Shareholders accompanying the
proxy statement shall be the date used for purposes of calculating the 180
day or 10 day period, and any adjourned meeting may be reconvened without a
change in record date. In lieu of fixing a record date, the Trustees may
provide that the transfer books shall be closed for a stated period but not
to exceed, in any case, twenty (20) days. If the transfer books are closed
for the purpose of determining Shareholders entitled to notice of a vote at a
meeting of Shareholders, such books shall be closed for at least ten (10)
days immediately preceding the meeting.
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SECTION 11.3. Seal. The Trustees shall adopt a seal, which shall be in
such form and shall have such inscription thereon as the Trustees may from
time to time provide. The seal of the Trust may be affixed to any document,
and the seal and its attestation may be lithographed, engraved or otherwise
printed on any document with the same force and effect as if it had been
imprinted and attested manually in the same manner and with the same effect
as if done by a Massachusetts business corporation under Massachusetts law.
SECTION 11.4. Fiscal Year. The fiscal year of the Trust shall end on such
date as the Trustees may by resolution specify, and the Trustees may by
resolution change such date for future fiscal years at any time and from time
to time.
SECTION 11.5. Orders for Payment of Money. All orders or instructions for
the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer
or officers or such other person or persons as the Trustees may from time to
time designate, or as may be specified in or pursuant to the agreement
between the Trust and the bank or trust company appointed as Custodian of the
securities and funds of the Trust.
ARTICLE XII
COMPLIANCE WITH FEDERAL REGULATIONS
The Trustees are hereby empowered to take such action as they may deem to
be necessary, desirable or appropriate so that the Trust is or shall be in
compliance with any federal or state statute, rule or regulation with which
compliance by the Trust is required.
ARTICLE XIII
AMENDMENTS
These By-Laws may be amended, altered, or repealed, or new By-Laws may be
adopted, (a) by a Majority Shareholder Vote, or (b) by the Trustees;
provided, however, that no By-Law may be amended, adopted or repealed by the
Trustees if such amendment, adoption or repeal requires, pursuant to law, the
Declaration, or these By-Laws, a vote of the Shareholders. The Trustees shall
in no event adopt By-Laws which are in conflict with the Declaration, and any
apparent inconsistency shall be construed in favor of the related provisions
in the Declaration.
ARTICLE XIV
DECLARATION OF TRUST
The Declaration of Trust establishing Dean Witter Multi-State Municipal
Series Trust, dated October 26, 1990, a copy of which 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.
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INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 31st day of May, 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 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.
<PAGE>
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.
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
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<PAGE>
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 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
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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.
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: /s/
...........................................
Attest:
/s/
..................................
Dean Witter InterCapital Inc.
By: /s/
...........................................
Attest:
/s/
..................................
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<PAGE>
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
DISTRIBUTION AGREEMENT
AGREEMENT made this 31st day of May, 1997 between Dean Witter Multi-State
Municipal Series Trust, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), and Dean Witter
Distributors Inc., a Delaware corporation (the "Distributor");
W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a non-diversified open-end investment company
and it is in the interest of the Trust to offer its shares for sale
continuously, and
WHEREAS, the Trust and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of each Series of the
Trust's transferable shares of beneficial interest, of $.01 par value
("Shares"), in order to promote the growth of the Trust and facilitate the
distribution of its shares.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Appointment of the Distributor. (a) The Trust hereby appoints
the Distributor as the principal underwriter of the Trust to sell Shares to
the public on the terms set forth in this Agreement and the Trust's
prospectus and the Distributor hereby accepts such appointment and agrees to
act hereunder. The Trust, during the term of this Agreement, shall sell
Shares to the Distributor upon the terms and conditions set forth herein.
(b) The Distributor agrees to purchase Shares, as principal for its own
account, from the Trust and to sell Shares as principal to investors and
securities dealers, including Dean Witter Reynolds Inc. ("DWR"), an affiliate
of the Distributor, upon the terms described herein and in the Trust's
prospectus (the "Prospectus") and statement of additional information
included in the Trust's registration statement (the "Registration Statement")
most recently filed from time to time with the Securities and Exchange
Commission (the "SEC") and effective under the Securities Act of 1933, as
amended (the "1933 Act"), and 1940 Act or as said Prospectus may be otherwise
amended or supplemented and filed with the SEC pursuant to Rule 497 under the
1933 Act.
SECTION 2. Exclusive Nature of Duties. The Distributor shall be the
exclusive principal underwriter and distributor of the Trust, except that the
exclusive rights granted to the Distributor to sell the Shares shall not
apply to Shares issued by the Trust: (i) in connection with the merger or
consolidation of any other investment company or personal holding company
with the Trust or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such company
by the Trust; or (ii) pursuant to reinvestment of dividends or capital gains
distributions; or (iii) pursuant to the reinstatement privilege afforded
redeeming shareholders.
SECTION 3. Purchase of Shares from the Trust. (a) The Distributor shall
have the right to buy from the Trust the Shares needed, but not more than the
Shares needed (except for clerical errors in transmission), to fill
unconditional orders for Shares placed with the Distributor by investors and
securities dealers. The price which the Distributor shall pay for the Shares
so purchased from the Trust shall be the net asset value, determined as set
forth in the Prospectus, used in determining the public offering price on
which such orders were based.
(b) The shares are to be resold by the Distributor at the public offering
price, as set forth in Section 3(c) hereof to investors or to securities
dealers including DWR, who have entered into selected dealer agreements with
the Distributor pursuant to Section 7 ("Selected Dealers").
(c) The public offering price(s) of the Shares, i.e., the price per share
at which the Distributor may sell Shares to the public, shall be the public
offering price as set forth in the Prospectus relating to such Shares, but
not to exceed the net asset value at which the Distributor is to purchase the
shares, plus a sales charge not to exceed 4.0% of the public offering price,
subject to reductions for volume purchases. If the public offering price does
not equal an even cent, the public offering price may be adjusted to the
nearest cent.
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(d) The Trust shall have the right to suspend the sale of the Shares at
times when redemption is suspended pursuant to the conditions set forth in
Section 4(e) hereof. The Trust shall also have the right to suspend the sale
of the Shares if trading on the New York Stock Exchange shall have been
suspended, if a banking moratorium shall have been declared by federal or New
York authorities, or if there shall have been some other extraordinary event
which, in the judgment of the Trust, makes it impracticable to sell the
Shares.
(e) The Trust, or any agent of the Trust designated in writing by the
Trust, shall be promptly advised of all purchase orders for Shares received
by the Distributor. Any order may be rejected by the Trust; provided,
however, that the Trust will not arbitrarily or without reasonable cause
refuse to accept orders for the purchase of Shares. The Distributor will
confirm orders upon their receipt, and the Trust (or its agent) upon receipt
of payment therefor and instructions will deliver share certificates for such
Shares or a statement confirming the issuance of Shares. Payment shall be
made to the Trust in New York Clearing House funds. The Distributor agrees to
cause such payment and such instructions to be delivered promptly to the
Trust (or its agent).
(f) With respect to Shares sold by any Selected Dealer, the Distributor is
authorized to direct the Trust's transfer agent to receive instructions
directly from the Selected Dealer on behalf of the Distributor as to
registration of Shares in the names of investors and to confirm issuance of
the Shares to such investors. The Distributor is also authorized to instruct
the transfer agent to receive payment directly from the Selected Dealer on
behalf of the Distributor, for prompt transmittal to the Trust's custodian,
of the purchase price of the Shares. In such event the Distributor shall
obtain from the Selected Dealer and maintain a record of such registration
instructions and payments.
SECTION 4. Repurchase or Redemption of Shares. (a) Any of the outstanding
Shares may be tendered for redemption at any time, and the Trust agrees to
redeem the Shares so tendered in accordance with the applicable provisions
set forth in the Prospectus. The price to be paid to redeem the Shares shall
be equal to the net asset value determined as set forth in the Prospectus.
All payments by the Trust hereunder shall be made in the manner set forth
below. The redemption by the Trust of any of the Shares purchased by or
through the Distributor will not affect the sales charge secured by the
Distributor in the course of the original sale, except that if any Shares are
tendered for redemption within seven business days after the date of the
confirmation of the original purchase, the right to the sales charge shall be
forfeited by the Distributor and the Selected Dealer which sold such shares.
Upon any redemption of Shares the Trust shall pay the total amount of the
redemption price in accordance with applicable provisions of the Prospectus
in New York Clearing House funds.
(b) The Distributor is authorized, as agent for the Trust, to repurchase
Shares, represented by a share certificate which is delivered to any office
of the Distributor in accordance with applicable provisions set forth in the
Prospectus. The Distributor shall promptly transmit to the transfer agent of
the Trust for redemption all Shares so delivered. The Distributor shall be
responsible for the accuracy of instructions transmitted to the Trust's
transfer agent in connection with all such repurchases.
(c) The Distributor is authorized, as agent for the Trust, to repurchase
Shares held in a shareholder's account with the Trust for which no share
certificate has been issued, upon the telephonic or telegraphic request of
the shareholder, or at the discretion of the Distributor. The Distributor
shall promptly transmit to the transfer agent of the Trust, for redemption,
all such orders for repurchase of shares. Payment for shares repurchased may
be made by the Trust to the Distributor for the account of the shareholder.
The Distributor shall be responsible for the accuracy of instructions
transmitted to the Trust's transfer agent in connection with all such
repurchases.
(d) With respect to Shares tendered for redemption or repurchase by any
Selected Dealer on behalf of its customers, the Distributor is authorized to
instruct the transfer agent of the Trust to accept orders for redemption or
repurchase directly from the Selected Dealer on behalf of the Distributor and
to instruct the Trust to transmit payments for such redemptions and
repurchases directly to the Selected Dealer on behalf of the Distributor for
the account of the shareholder. The Distributor shall obtain from the
Selected Dealer, and shall maintain, a record of such orders. The Distributor
is further authorized to obtain from the Trust, and shall maintain, a record
of payments made directly to the Selected Dealer on behalf of the
Distributor.
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(e) Redemption of Shares or payment by the Trust may be suspended at times
when the New York Stock Exchange is closed, when trading on said Exchange is
restricted, when an emergency exists as a result of which disposal by the
Trust of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Trust fairly to determine the value of its net
assets, or during any other period when the Securities and Exchange
Commission, by order, so permits.
SECTION 5. Duties of the Trust. (a) The Trust shall furnish to the
Distributor copies of all information, financial statements and other papers
which the Distributor may reasonably request for use in connection with the
distribution of the Shares, including one certified copy, upon request by the
Distributor, of all financial statements prepared by the Trust and examined
by independent accountants. The Trust shall, at the expense of the
Distributor, make available to the Distributor such number of copies of the
Prospectus as the Distributor shall reasonably request.
(b) The Trust shall take, from time to time, but subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized Shares and to register Shares under the 1933 Act, to the end that
there will be available for sale such number of Shares as investors may
reasonably be expected to purchase.
(c) The Trust shall use its best efforts to pay the filing fees for an
appropriate number of the Shares for sale under the securities laws of such
states as the Distributor and the Trust may approve. Any qualification to
sell its Shares in a state may be withheld, terminated or withdrawn by the
Trust at any time in its discretion. As provided in Section 8(c) hereof, such
filing fees shall be borne by the Trust. The Distributor shall furnish any
information and other material relating to its affairs and activities as may
be required by the Trust in connection with the sale of its Shares in any
state.
(d) The Trust shall, at the expense of the Distributor, furnish, in
reasonable quantities upon request by the Distributor, copies of annual and
interim reports of the Trust.
SECTION 6. Duties of the Distributor. (a) The Distributor shall sell
Shares of the Trust through DWR and may sell Shares through other securities
dealers and its own Account Executives and shall devote reasonable time and
effort to promote sales of the Shares, but shall not be obligated to sell any
specific number of Shares. The services of the Distributor hereunder are not
exclusive and it is understood that the Distributor may act as principal
underwriter for other registered investment companies so long as the
performance of its obligations hereunder is not impaired hereby. It is also
understood that Selected Dealers, including DWR, may also sell shares for
other registered investment companies.
(b) Neither the Distributor nor any Selected Dealers shall give any
information or make any representations, other than those contained in the
Registration Statement or related Prospectus and any sales literature
specifically approved by the Trust.
(c) The Distributor agrees that it will comply with the applicable terms
and limitations of the Rules of the Association of the National Association
of Securities Dealers, Inc. ("NASD").
SECTION 7. Selected Dealers Agreements. (a) The Distributor shall have the
right to enter into selected dealers agreements with Selected Dealers for the
sale of Shares. In making agreements with Selected Dealers, the Distributor
shall act only as principal and not as agent for the Trust. Shares sold to
Selected Dealers shall be for resale by such dealers only at the public
offering price set forth in the Prospectus.
(b) Within the United States, the Distributor shall offer and sell Shares
only to Selected Dealers that are members in good standing of the NASD.
(c) The Distributor shall adopt and follow procedures, as approved by the
Fund, for the confirmation of sales of Shares to investors and Selected
Dealers, the collection of amounts payable by investors and Selected Dealers
on such sales, and the cancellation of unsettled transactions, as may be
necessary to comply with the requirements of the NASD, as such requirements
may from time to time exist.
SECTION 8. Payment of Expenses. (a) The Distributor shall bear all
expenses incurred by it in connection with its duties and activities under
this Agreement, including the payment to Selected Dealers
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of any service fees and other expenses for sales of the Trust's Shares
(except such expenses as are specifically undertaken herein by the Trust)
incurred or paid by Selected Dealers, including DWR. The Distributor shall
bear the costs and expenses of preparing, printing and distributing any
supplementary sales literature used by the Distributor or furnished by it for
use by Selected Dealers in connection with the offering of the Shares for
sale. Any expenses of advertising incurred in connection with such offering
will also be the obligation of the Distributor. It is understood and agreed
that, so long as the Trust's Plan of Distribution pursuant to Rule 12b-1 (the
"Rule 12b-1 Plan") continues in effect, any expenses incurred by the
Distributor hereunder may be paid in accordance with the terms of such Rule
12b-1 Plan.
(b) The Trust shall bear all costs and expenses of the Trust, including
fees and disbursements of legal counsel including counsel to the Trustees of
the Trust who are not interested persons (as defined in the 1940 Act) of the
Trust or the Distributor, and independent accountants, in connection with the
preparation and filing of any required Registration Statements and
Prospectuses and Statements of Additional Information and all amendments and
supplements thereto, and the expense of preparing, printing, mailing and
otherwise distributing prospectuses and statements of additional information,
annual or interim reports or proxy materials to shareholders.
(c) The Trust shall pay the filing fees and, if necessary or advisable in
connection therewith, bear the cost and expense of qualifying the Trust as a
broker or dealer, in such states of the United States or other jurisdictions
as shall be selected by the Trust and the Distributor pursuant to Section
5(c) hereof and the cost and expenses payable to each such state for
continuing to offer Shares therein until the Trust decides to discontinue
selling Shares pursuant to Section 5(c) hereof.
SECTION 9. Indemnification. (a) The Trust shall indemnify and hold
harmless the Distributor and each person, if any, who controls the
Distributor against any loss, liability, claim, damage or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any Shares,
which may be based upon the 1933 Act, or on any other statute or at common
law, on the ground that the Registration Statement or related Prospectus and
Statements of Additional Information, as from time to time amended and
supplemented, or the annual or interim reports to shareholders of the Trust,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made
in reliance upon, and in conformity with, information furnished to the Trust
in connection therewith by or on behalf of the Distributor; provided,
however, that in no case (i) is the indemnity of the Trust in favor of the
Distributor and any such controlling persons to be deemed to protect the
Distributor or any such controlling persons thereof against any liability to
the Trust or its security holders to which the Distributor or any such
controlling persons would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of reckless disregard of its obligations and duties under this
Agreement; or (ii) is the Trust to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Distributor or any such controlling persons, unless the Distributor or any
such controlling persons, as the case may be, shall have notified the Trust
in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon the Distributor or such controlling persons (or after the Distributor or
such controlling persons shall have received notice of such service on any
designated agent), but failure to notify the Trust of any such claim shall
not relieve it from any liability which it may have to the person against
whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Trust will be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense, of any suit brought to enforce any such liability, but if the
Trust elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Distributor or such controlling
person or persons, defendant or defendants in the suit. In the event the
Trust elects to assume the defense of any such suit and retain such counsel,
the Distributor or such controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Trust does not elect to assume the
defense of any such suit, it will reimburse the Distributor
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or such controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them. The
Trust shall promptly notify the Distributor of the commencement of any
litigation or proceedings against it or any of its officers or trustees in
connection with the issuance or sale of the Shares.
(b) (i) The Distributor shall indemnify and hold harmless the Trust and
each of its trustees and officers and each person, if any, who controls the
Trust against any loss, liability, claim, damage, or expense described in the
foregoing indemnity contained in subsection (a) of this Section, but only
with respect to statements or omissions made in reliance upon, and in
conformity with, information furnished to the Trust in writing by or on
behalf of the Distributor for use in connection with the Registration
Statement or related Prospectus and Statement of Additional Information, as
from time to time amended, or the annual or interim reports to shareholders.
(ii) The Distributor shall indemnify and hold harmless the Trust and the
Trust's transfer agent, individually and in its capacity as the Trust's
transfer agent, from and against any claims, damages and liabilities which
arise as a result of actions taken pursuant to instructions from, or on
behalf of, the Distributor to: (1) redeem all or a part of shareholder
accounts in the Trust pursuant to Section 4(d) hereof and pay the proceeds
to, or as directed by, the Distributor for the account of each shareholder
whose Shares are so redeemed; and (2) register Shares in the names of
investors, confirm the issuance thereof and receive payment therefor pursuant
to Section 3(f).
(iii) In case any action shall be brought against the Trust or any person
so indemnified by this subsection 9(b) in respect of which indemnity may be
sought against the Distributor, the Distributor shall have the rights and
duties given to the Trust, and the Trust and each person so indemnified shall
have the rights and duties given to the Distributor by the provisions of
subsection (a) of this Section 9.
(c) If the indemnification provided for in this Section 9 is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages, liabilities or expenses
(or actions in respect thereof) referred to herein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Trust on the one hand and the
Distributor on the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Trust on the one hand and the Distributor on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits
received by the Trust on the one hand and the Distributor on the other shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Trust bear to the total
compensation received by the Distributor, in each case as set forth in the
Prospectus. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Trust or the Distributor and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Trust and the Distributor agree
that it would not be just and equitable if contribution were determined by
pro rata allocation or by any other method of allocation which does not take
into account the equitable considerations referred to above. The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or expenses (or actions in respect thereof) referred to
above shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such claim. Notwithstanding the provisions of this subsection
(c), the Distributor shall not be required to contribute any amount in excess
of the amount by which the total price at which the Shares distributed by it
to the public were offered to the public exceeds the amount of any damages
which it has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.
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SECTION 10. Duration and Termination of this Agreement. This Agreement
shall become effective as of the date first above written and shall remain in
force until April 30, 1998, and thereafter, but only so long as such
continuance is specifically approved at least annually by (i) the Board of
Trustees of the Trust, or by the vote of a majority of the outstanding voting
securities of the Trust, cast in person or by proxy, and (ii) a majority of
those Trustees who are not parties to this Agreement or interested persons of
any such party and who have no direct or indirect financial interest in this
Agreement or in the operation of the Trust's Rule 12b-1 Plan or in any
agreement related thereto, cast in person at a meeting called for the purpose
of voting upon such approval.
This Agreement may be terminated at any time without the payment of any
penalty, by the Trustees of the Trust, by a majority of the Trustees of the
Trust who are not interested persons of the Trust and who have no direct or
indirect interest in this Agreement, or by vote of a majority of the
outstanding voting securities of the Trust, or by the Distributor, on sixty
days' written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.
The terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested person," when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.
SECTION 11. Amendments of this Agreement. This Agreement may be amended by
the parties only if such amendment is specifically approved by (i) the
Trustees of the Trust, or by the vote of a majority of outstanding voting
securities of the Trust, and (ii) a majority of those Trustees of the Trust
who are not parties to this Agreement or interested persons of any such party
and who have no direct or indirect financial interest in this Agreement or in
any Agreement related to the Trust's Rule 12b-1 Plan, cast in person at a
meeting called for the purpose of voting on such approval.
SECTION 12. Governing Law. This Agreement shall be construed in accordance
with the law of the State of New York and the applicable provisions of the
1940 Act. To the extent the applicable law of the State of New York, or any
of the provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control.
SECTION 13. Personal Liability. The Declaration of the 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first written in New York, New York.
Dean Witter Multi-State Municipal Series Trust
By: /s/
...........................................
Dean Witter Distributors Inc.
By: /s/
...........................................
6
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AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
WITH
DEAN WITTER TRUST FSB
[OPEN-END FUNDS]
666568
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Article 1 Terms of Appointment............................... 1
Article 2 Fees and Expenses.................................. 2
Article 3 Representations and Warranties of DWTFSB .......... 3
Article 4 Representations and Warranties of the Fund ........ 3
Article 5 Duty of Care and Indemnification................... 3
Article 6 Documents and Covenants of the Fund and DWTFSB .... 4
Article 7 Duration and Termination of Agreement.............. 5
Article 8 Assignment ........................................ 5
Article 9 Affiliations....................................... 6
Article 10 Amendment.......................................... 6
Article 11 Applicable Law..................................... 6
Article 12 Miscellaneous...................................... 6
Article 13 Merger of Agreement................................ 7
Article 14 Personal Liability................................. 7
</TABLE>
i
<PAGE>
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 23rd day of October, 1997 by
and between each of the Funds listed on the signature pages hereof, each of
such Funds acting severally on its own behalf and not jointly with any of
such other Funds (each such Fund hereinafter referred to as the "Fund"), each
such Fund having its principal office and place of business at Two World
Trade Center, New York, New York, 10048, and DEAN WITTER TRUST FSB
("DWTFSB"), a federally chartered savings bank, having its principal office
and place of business at Harborside Financial Center, Plaza Two, Jersey City,
New Jersey 07311.
WHEREAS, the Fund desires to appoint DWTFSB as its transfer agent,
dividend disbursing agent and shareholder servicing agent and DWTFSB desires
to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of DWTFSB
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby employs and appoints DWTFSB to act as, and DWTFSB agrees to act
as, the transfer agent for each series and class of shares of the Fund,
whether now or hereafter authorized or issued ("Shares"), dividend disbursing
agent and shareholder servicing agent in connection with any accumulation,
open-account or similar plans provided to the holders of such Shares
("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("prospectus") of the Fund, including
without limitation any periodic investment plan or periodic withdrawal
program.
1.2 DWTFSB agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and DWTFSB, DWTFSB shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor to the
custodian of the assets of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and issue certificates therefor or hold such Shares in book
form in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to the
Custodian;
(iv) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over or cause
to be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and distributions
declared by the Fund;
(vii) Calculate any sales charges payable by a Shareholder on
purchases and/or redemptions of Shares of the Fund as such charges may
be reflected in the prospectus;
(viii) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of the Fund and maintain pursuant
to Rule 17Ad-10(e) under the Securities Exchange Act of 1934 ("1934
Act") a record of the total number of Shares of the Fund which are
authorized, based upon data provided to it by the Fund, and issued and
outstanding. DWTFSB shall also provide to the Fund on a regular basis
the total number of Shares that are authorized, issued and outstanding
and shall notify the Fund in case any proposed issue of Shares by the
Fund would result in an overissue. In case any issue of Shares
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<PAGE>
would result in an overissue, DWTFSB shall refuse to issue such Shares
and shall not countersign and issue any certificates requested for
such Shares. When recording the issuance of Shares, DWTFSB shall have
no obligation to take cognizance of any Blue Sky laws relating to the
issue of sale of such Shares, which functions shall be the sole
responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), DWTFSB shall:
(i) perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, shareholder servicing
agent in connection with dividend reinvestment, accumulation,
open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including
but not limited to, maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing appropriate forms required with
respect to dividends and distributions by federal tax authorities for
all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders and providing Shareholder account information;
(ii) open any and all bank accounts which may be necessary or
appropriate in order to provide the foregoing services; and
(iii) provide a system that will enable the Fund to monitor the total
number of Shares sold in each State or other jurisdiction.
(c) In addition, the Fund shall:
(i) identify to DWTFSB in writing those transactions and assets to be
treated as exempt from Blue Sky reporting for each State; and
(ii) verify the inclusion on the system prior to activation of each
State in which Fund shares may be sold and thereafter monitor the
daily purchases and sales for shareholders in each State. The
responsibility of DWTFSB for the Fund's status under the securities
laws of any State or other jurisdiction is limited to the inclusion on
the system of each State as to which the Fund has informed DWTFSB that
shares may be sold in compliance with state securities laws and the
reporting of purchases and sales in each such State to the Fund as
provided above and as agreed from time to time by the Fund and DWTFSB.
(d) DWTFSB shall provide such additional services and functions not
specifically described herein as may be mutually agreed between DWTFSB and
the Fund. Procedures applicable to such services may be established from
time to time by agreement between the Fund and DWTFSB.
Article 2 Fees and Expenses
2.1 For performance by DWTFSB pursuant to this Agreement, each Fund agrees
to pay DWTFSB an annual maintenance fee for each Shareholder account and
certain transactional fees, if applicable, as set out in the respective fee
schedule attached hereto as Schedule A. Such fees and out-of-pocket expenses
and advances identified under Section 2.2 below may be changed from time to
time subject to mutual written agreement between the Fund and DWTFSB.
2.2 In addition to the fees paid under Section 2.1 above, the Fund agrees
to reimburse DWTFSB for out of pocket expenses in connection with the
services rendered by DWTFSB hereunder. In addition, any other expenses
incurred by DWTFSB at the request or with the consent of the Fund will be
reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses within a
reasonable period of time following the mailing of the respective billing
notice. Postage for mailing of dividends, proxies, Fund reports and other
mailings to all Shareholder accounts shall be advanced to DWTFSB by the Fund
upon request prior to the mailing date of such materials.
2
<PAGE>
Article 3 Representations and Warranties of DWTFSB
DWTFSB represents and warrants to the Fund that:
3.1 It is a federally chartered savings bank whose principal office is in
New Jersey.
3.2 It is and will remain registered with the U.S. Securities and Exchange
Commission ("SEC") as a Transfer Agent pursuant to the requirements of
Section 17A of the 1934 Act.
3.3 It is empowered under applicable laws and by its charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to DWTFSB that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of Delaware or Maryland or a trust duly organized and existing
and in good standing under the laws of Massachusetts, as the case may be.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation or Declaration of Trust, as the case may be, and under its
By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings necessary to authorize it to enter into and
perform this Agreement have been taken.
4.4 It is an investment company registered with the SEC under the
Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the Securities Act of 1933 (the "1933
Act") is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
Article 5 Duty of Care and Indemnification
5.1 DWTFSB shall not be responsible for, and the Fund shall indemnify and
hold DWTFSB harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of DWTFSB or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence
or willful misconduct or which arise out of breach of any representation
or warranty of the Fund hereunder.
(c) The reliance on or use by DWTFSB or its agents or subcontractors of
information, records and documents which (i) are received by DWTFSB or its
agents or subcontractors and furnished to it by or on behalf of the Fund,
and (ii) have been prepared and/or maintained by the Fund or any other
person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by DWTFSB or its agents or
subcontractors of, any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities or Blue Sky laws
of any State or other jurisdiction that notice of
3
<PAGE>
offering of such Shares in such State or other jurisdiction or in
violation of any stop order or other determination or ruling by any
federal agency or any State or other jurisdiction with respect to the
offer or sale of such Shares in such State or other jurisdiction.
5.2 DWTFSB shall indemnify and hold the Fund harmless from or against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or failure or omission
to act by DWTFSB as a result of the lack of good faith, negligence or willful
misconduct of DWTFSB, its officers, employees or agents.
5.3 At any time, DWTFSB may apply to any officer of the Fund for
instructions, and may consult with legal counsel to the Fund, with respect to
any matter arising in connection with the services to be performed by DWTFSB
under this Agreement, and DWTFSB and its agents or subcontractors shall not
be liable and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of such
counsel. DWTFSB, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records
or documents provided to DWTFSB or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by
the Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund. DWTFSB,
its agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the
proper manual or facsimile signature of the officers of the Fund, and the
proper countersignature of any former transfer agent or registrar, or of a
co-transfer agent or co-registrar.
5.4 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to
the other for any damages resulting from such failure to perform or otherwise
from such causes.
5.5 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
5.6 In order that the indemnification provisions contained in this Article
5 shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify
it except with the other party's prior written consent.
Article 6 Documents and Covenants of the Fund and DWTFSB
6.1 The Fund shall promptly furnish to DWTFSB the following, unless
previously furnished to Dean Witter Trust Company, the prior transfer agent
of the Fund:
(a) If a corporation:
(i) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of DWTFSB and the execution and
delivery of this Agreement;
(ii) A certified copy of the Articles of Incorporation and By-Laws of
the Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of Directors
designating persons authorized to give instructions on behalf of the
Fund and signature cards bearing the signature of any officer of the
Fund or any other person authorized to sign written instructions on
behalf of the Fund;
(iv) A specimen of the certificate for Shares of the Fund in the form
approved by the Board of Directors, with a certificate of the
Secretary of the Fund as to such approval;
4
<PAGE>
(b) If a business trust:
(i) A certified copy of the resolution of the Board of Trustees of
the Fund authorizing the appointment of DWTFSB and the execution and
delivery of this Agreement;
(ii) A certified copy of the Declaration of Trust and By-Laws of the
Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of Trustees
designating persons authorized to give instructions on behalf of the
Fund and signature cards bearing the signature of any officer of the
Fund or any other person authorized to sign written instructions on
behalf of the Fund;
(iv) A specimen of the certificate for Shares of the Fund in the form
approved by the Board of Trustees, with a certificate of the Secretary
of the Fund as to such approval;
(c) The current registration statements and any amendments and
supplements thereto filed with the SEC pursuant to the requirements of the
1933 Act or the 1940 Act;
(d) All account application forms or other documents relating to
Shareholder accounts and/or relating to any plan, program or service
offered or to be offered by the Fund; and
(e) Such other certificates, documents or opinions as DWTFSB deems to be
appropriate or necessary for the proper performance of its duties.
6.2 DWTFSB hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of Share
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
6.3 DWTFSB shall prepare and keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable and as
required by applicable laws and regulations. To the extent required by
Section 31 of the 1940 Act, and the rules and regulations thereunder, DWTFSB
agrees that all such records prepared or maintained by DWTFSB relating to the
services performed by DWTFSB hereunder are the property of the Fund and will
be preserved, maintained and made available in accordance with such Section
31 of the 1940 Act, and the rules and regulations thereunder, and will be
surrendered promptly to the Fund on and in accordance with its request.
6.4 DWTFSB and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential and shall not be voluntarily disclosed to any other
person except as may be required by law or with the prior consent of DWTFSB
and the Fund.
6.5 In case of any request or demands for the inspection of the
Shareholder records of the Fund, DWTFSB will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. DWTFSB reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be
held liable for the failure to exhibit the Shareholder records to such
person.
Article 7 Duration and Termination of Agreement
7.1 This Agreement shall remain in full force and effect until August 1,
2000 and from year-to-year thereafter unless terminated by either party as
provided in Section 7.2 hereof.
7.2 This Agreement may be terminated by the Fund on 60 days written
notice, and by DWTFSB on 90 days written notice, to the other party without
payment of any penalty.
7.3 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and other materials will be
borne by the Fund. Additionally, DWTFSB reserves the right to charge for any
other reasonable fees and expenses associated with such termination.
Article 8 Assignment
8.1 Except as provided in Section 8.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
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8.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
8.3 DWTFSB may, in its sole discretion and without further consent by the
Fund, subcontract, in whole or in part, for the performance of its
obligations and duties hereunder with any person or entity including but not
limited to companies which are affiliated with DWTFSB; provided, however,
that such person or entity has and maintains the qualifications, if any,
required to perform such obligations and duties, and that DWTFSB shall be as
fully responsible to the Fund for the acts and omissions of any agent or
subcontractor as it is for its own acts or omissions under this Agreement.
Article 9 Affiliations
9.1 DWTFSB may now or hereafter, without the consent of or notice to the
Fund, function as transfer agent and/or shareholder servicing agent for any
other investment company registered with the SEC under the 1940 Act and for
any other issuer, including without limitation any investment company whose
adviser, administrator, sponsor or principal underwriter is or may become
affiliated with Morgan Stanley, Dean Witter, Discover & Co. or any of its
direct or indirect subsidiaries or affiliates.
9.2 It is understood and agreed that the Directors or Trustees (as the
case may be), officers, employees, agents and shareholders of the Fund, and
the directors, officers, employees, agents and shareholders of the Fund's
investment adviser and/or distributor, are or may be interested in DWTFSB as
directors, officers, employees, agents and shareholders or otherwise, and
that the directors, officers, employees, agents and shareholders of DWTFSB
may be interested in the Fund as Directors or Trustees (as the case may be),
officers, employees, agents and shareholders or otherwise, or in the
investment adviser and/or distributor as directors, officers, employees,
agents, shareholders or otherwise.
Article 10 Amendment
10.1 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Board of Directors or the Board of Trustees (as the case may be) of the Fund.
Article 11 Applicable Law
11.1 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of New York.
Article 12 Miscellaneous
12.1 In the event that one or more additional investment companies managed
or administered by Dean Witter InterCapital Inc. or any of its affiliates
("Additional Funds") desires to retain DWTFSB to act as transfer agent,
dividend disbursing agent and/or shareholder servicing agent, and DWTFSB
desires to render such services, such services shall be provided pursuant to
a letter agreement, substantially in the form of Exhibit A hereto, between
DWTFSB and each Additional Fund.
12.2 In the event of an alleged loss or destruction of any Share
certificate, no new certificate shall be issued in lieu thereof, unless there
shall first be furnished to DWTFSB an affidavit of loss or non-receipt by the
holder of Shares with respect to which a certificate has been lost or
destroyed, supported by an appropriate bond satisfactory to DWTFSB and the
Fund issued by a surety company satisfactory to DWTFSB, except that DWTFSB
may accept an affidavit of loss and indemnity agreement executed by the
registered holder (or legal representative) without surety in such form as
DWTFSB deems appropriate indemnifying DWTFSB and the Fund for the issuance of
a replacement certificate, in cases where the alleged loss is in the amount
of $1,000 or less.
12.3 In the event that any check or other order for payment of money on
the account of any Shareholder or new investor is returned unpaid for any
reason, DWTFSB will (a) give prompt notification to the Fund's distributor
("Distributor") (or to the Fund if the Fund acts as its own distributor) of
such non-payment; and (b) take such other action, including imposition of a
reasonable processing or handling fee, as DWTFSB may, in its sole discretion,
deem appropriate or as the Fund and, if applicable, the Distributor may
instruct DWTFSB.
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12.4 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to DWTFSB shall be
sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Fund:
[Name of Fund]
Two World Trade Center
New York, New York 10048
Attention: General Counsel
To DWTFSB:
Dean Witter Trust FSB
Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311
Attention: President
Article 13 Merger of Agreement
13.1 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
Article 14 Personal Liability
14.1 In the case of a Fund organized as a Massachusetts business trust, a
copy of the Declaration of Trust of the Fund is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund; provided, however,
that the Declaration of Trust of the Fund provides that the assets of a
particular Series of the Fund shall under no circumstances be charged with
liabilities attributable to any other Series of the Fund and that all persons
extending credit to, or contracting with or having any claim against, a
particular Series of the Fund shall look only to the assets of that
particular Series for payment of such credit, contract or claim.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.
DEAN WITTER FUNDS
MONEY MARKET FUNDS
1. Dean Witter Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Dean Witter U.S. Government Money Market Trust
4. Active Assets Government Securities Trust
5. Dean Witter Tax-Free Daily Income Trust
6. Active Assets Tax-Free Trust
7. Dean Witter California Tax-Free Daily Income Trust
8. Dean Witter New York Municipal Money Market Trust
9. Active Assets California Tax-Free Trust
EQUITY FUNDS
10. Dean Witter American Value Fund
11. Dean Witter Mid-Cap Growth Fund
7
<PAGE>
12. Dean Witter Dividend Growth Securities Inc.
13. Dean Witter Capital Growth Securities
14. Dean Witter Global Dividend Growth Securities
15. Dean Witter Income Builder Fund
16. Dean Witter Natural Resource Development Securities Inc.
17. Dean Witter Precious Metals and Minerals Trust
18. Dean Witter Developing Growth Securities Trust
19. Dean Witter Health Sciences Trust
20. Dean Witter Capital Appreciation Fund
21. Dean Witter Information Fund
22. Dean Witter Value-Added Market Series
23. Dean Witter World Wide Investment Trust
24. Dean Witter European Growth Fund Inc.
25. Dean Witter Pacific Growth Fund Inc.
26. Dean Witter International SmallCap Fund
27. Dean Witter Japan Fund
28. Dean Witter Utilities Fund
29. Dean Witter Global Utilities Fund
30. Dean Witter Special Value Fund
31. Dean Witter Financial Services Trust
32. Dean Witter Market Leader Trust
33. Dean Witter Managers' Select Fund
34. Dean Witter Fund of Funds
35. Dean Witter S&P 500 Index Fund
BALANCED FUNDS
36. Dean Witter Balanced Growth Fund
37. Dean Witter Balanced Income Trust
ASSET ALLOCATION FUNDS
38. Dean Witter Strategist Fund
39. Dean Witter Global Asset Allocation Fund
FIXED INCOME FUNDS
40. Dean Witter High Yield Securities Inc.
41. Dean Witter High Income Securities
42. Dean Witter Convertible Securities Trust
43. Dean Witter Intermediate Income Securities
44. Dean Witter Short-Term Bond Fund
45. Dean Witter World Wide Income Trust
46. Dean Witter Global Short-Term Income Fund Inc.
47. Dean Witter Diversified Income Trust
48. Dean Witter U.S. Government Securities Trust
49. Dean Witter Federal Securities Trust
50. Dean Witter Short-Term U.S. Treasury Trust
51. Dean Witter Intermediate Term U.S. Treasury Trust
52. Dean Witter Tax-Exempt Securities Trust
53. Dean Witter National Municipal Trust
55. Dean Witter Limited Term Municipal Trust
55. Dean Witter California Tax-Free Income Fund
56. Dean Witter New York Tax-Free Income Fund
57. Dean Witter Hawaii Municipal Trust
58. Dean Witter Multi-State Municipal Series Trust
59. Dean Witter Select Municipal Reinvestment Fund
8
<PAGE>
SPECIAL PURPOSE FUNDS
60. Dean Witter Retirement Series
61. Dean Witter Variable Investment Series
62. Dean Witter Select Dimensions Investment Series
TCW/DW FUNDS
63. TCW/DW Core Equity Trust
64. TCW/DW North American Government Income Trust
65. TCW/DW Latin American Growth Fund
66. TCW/DW Income and Growth Fund
67. TCW/DW Small Cap Growth Fund
68. TCW/DW Balanced Fund
69. TCW/DW Total Return Trust
70. TCW/DW Global Telecom Trust
71. TCW/DW Strategic Income Trust
72. TCW/DW Mid-Cap Equity Trust
By:
--------------------------------
Barry Fink
Vice President and
General Counsel
ATTEST:
- ---------------------------------
Assistant Secretary
DEAN WITTER TRUST FSB
By:
--------------------------------
John Van Heuvelen
President
ATTEST:
- ----------------------------------
Executive Vice President
9
<PAGE>
EXHIBIT A
Dean Witter Trust FSB
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
Gentlemen:
The undersigned, (insert name of investment company) a (Massachusetts
business trust/Maryland corporation) (the "Fund"), desires to employ and
appoint Dean Witter Trust FSB ("DWTFSB") to act as transfer agent for each
series and class of shares of the Fund, whether now or hereafter authorized
or issued ("Shares"), dividend disbursing agent and shareholder servicing
agent, registrar and agent in connection with any accumulation, open-account
or similar plan provided to the holders of Shares, including without
limitation any periodic investment plan or periodic withdrawal plan.
The Fund hereby agrees that, in consideration for the payment by the Fund
to DWTFSB of fees as set out in the fee schedule attached hereto as Schedule
A, DWTFSB shall provide such services to the Fund pursuant to the terms and
conditions set forth in the Transfer Agency and Service Agreement annexed
hereto, as if the Fund was a signatory thereto.
Please indicate DWTFSB's acceptance of employment and appointment by the
Fund in the capacities set forth above by so indicating in the space provided
below.
Very truly yours,
(name of fund)
By:
-------------------------------
Barry Fink
Vice President and General
Counsel
ACCEPTED AND AGREED TO:
DEAN WITTER TRUST FSB
By:
----------------------------------
Its:
--------------------------------
Date:
--------------------------------
10
<PAGE>
SCHEDULE A
Fund: Dean Witter Multi-State Municipal Series Trust
Fees: (1) Annual maintenance fee of $13.20 per shareholder account, payable
monthly.
(2) A fee equal to 1/12 of the fee set forth in (1) above, for
providing Forms 1099 for accounts closed during the year, payable
following the end of the calendar year.
(3) Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement.
(4) Fees for additional services not set forth in this Agreement
shall be as negotiated between the parties.
11
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 9 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
January 12, 1998, relating to the financial statements and financial highlights
of Dean Witter Multi-State Municipal Series Trust, which appears in such
Statment of Additional Information, and to the incorporation by reference
of our report into the Prospectus which constitutes part of this Registration
Statement. We also consent to the references to us under the headings
"Independent Accountants" and "Experts" in such Statement of Additional
Information and to the reference to us under the heading "Financial Highlights"
in such Prospectus.
/s/ Price Watherhouse LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
March 20, 1998
<PAGE>
AMENDED AND RESTATED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST
WHEREAS, Dean Witter Multi-State Municipal Series Trust (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, on January 4, 1993, the Fund amended and restated a Plan and
Agreement of Distribution pursuant to Rule 12b-1 under the Act which had
initially been adopted on January 15, 1991, and the Trustees then determined
that there was a reasonable likelihood that the Plan of Distribution, as then
amended and restated, would benefit the Fund and its shareholders; and
WHEREAS, the Trustees believe that continuation of said Plan of
Distribution, as amended and restated herein, is reasonably likely to
continue to benefit the Fund and its shareholders; and
WHEREAS, the Agreement incorporated in said initial Plan and Agreement of
Distribution was entered into by the Fund with Dean Witter Reynolds Inc.
("DWR"); and
WHEREAS, on January 4, 1993, the Fund and DWR substituted Dean Witter
Distributors Inc. (the "Distributor") in the place of DWR as distributor of
the Fund's shares; and
WHEREAS, the Fund, DWR and the Distributor intend that DWR will continue
to promote the sale of Fund shares and provide personal services to Fund
shareholders with respect to their holdings of Fund shares; and
WHEREAS, the Fund and the Distributor have entered into a separate
Distribution Agreement dated as of May 31, 1997, pursuant to which the Fund
has employed the Distributor in such capacity during the continuous offering
of shares of the Fund; and
WHEREAS, the Fund currently issues shares of beneficial interest in ten
separate series, with each such series representing interests in a separate
portfolio of securities and other assets, such series together with all other
series subsequently established by the Fund being collectively referred to as
the "Series."
NOW, THEREFORE, the Fund hereby amends and restates the Plan of
Distribution previously adopted and amended and restated, and the Distributor
hereby agrees to the terms of said Plan of Distribution (the "Plan"), as
amended and restated herein, in accordance with Rule 12b-1 under the Act on
the following terms and conditions:
1. The Fund is hereby authorized to utilize its assets to finance certain
activities in connection with the distribution of its shares.
2. Subject to the supervision of the Trustees and the terms of the
Distribution Agreement, the Distributor is authorized to promote the
distribution of the Fund's shares and to provide related services through
DWR, its affiliates or other broker-dealers it may select, and its own
Registered Representatives. The Distributor, DWR, its affiliates and said
broker-dealers shall be reimbursed, directly or through the Distributor, as
it may direct, as provided in paragraph 4 hereof for their services and
expenses, which may include one or more of the following: (1) compensation
to, and expenses of, account executives and other employees, including
overhead and telephone expenses; (2) sales incentives and bonuses to sales
representatives of the Distributor, DWR, its affiliates and other
broker-dealers, and to marketing personnel in connection with promoting sales
of shares of the Fund; (3) expenses incurred in connection with promoting
sales of shares of the Fund; (4) preparing and distributing sales literature;
and (5) providing advertising and promotional activities, including direct
mail solicitation and television, radio, newspaper, magazine and other media
advertisements.
3. The Distributor hereby undertakes to directly bear all costs of
rendering the services to be performed by it under this Plan and under the
Distribution Agreement, except for those specific expenses that the Trustees
determine to reimburse as hereinafter set forth.
4. The Fund is hereby authorized to reimburse the Distributor, DWR, its
affiliates and other broker-dealers for incremental distribution expenses
incurred by them specifically on behalf of each Series
<PAGE>
of the Fund. Reimbursement will be made through payments at the end of each
month. The amount of each monthly payment may in no event exceed an amount
equal to a payment at the annual rate of 0.15 of 1% of the average net assets
of each Series during the month. In the case of all expenses other than
expenses representing a residual to account executives, such amounts shall be
determined at the beginning of each calendar quarter by the Trustees,
including a majority of the Trustees who are not "interested persons" of the
Fund, as defined in the Act. Expenses representing a residual to account
executives may be reimbursed without prior determination. In the event that
the Distributor proposes that monies shall be reimbursed for other than such
expenses, then in making the quarterly determinations of the amounts that may
be expended by each Series of the Fund, the Distributor shall provide, and
the Trustees shall review, a quarterly budget of projected incremental
distribution expenses to be incurred by the Distributor, DWR, its affiliates
or other broker-dealers on behalf of each Series of the Fund, together with a
report explaining the purposes and anticipated benefits of incurring such
expenses. The Trustees shall determine the particular expenses, and the
portion thereof, that may be borne by each Series, and in making such
determination shall consider the scope of the Distributor's commitment to
promoting the distribution of the shares of each Series directly or through
DWR, its affiliates or other broker-dealers.All payments made hereunder
pursuant to the Plan shall be in accordance with the Rules of the Association
of the National Association of Securities Dealers, Inc.
5. The Distributor may direct that all or any part of the amounts
receivable by it under this Plan be paid directly to DWR, its affiliates or
other broker-dealers.
6. If, as of the end of any calendar year, the actual expenses incurred by
the Distributor, DWR, its affiliates and other broker-dealers on behalf of a
Series of the Fund (including accrued expenses and amounts reserved for
incentive compensation and bonuses) are less than the amount of payments made
by the Series pursuant to this Plan, the Distributor shall promptly make
appropriate reimbursement to the Fund, on behalf of the affected Series. If,
however, as of the end of any calendar year, the actual expenses of the
Distributor, DWR, its affiliates and other broker-dealers are greater than
the amount of payments made by a Series pursuant to this Plan, the Fund will
not reimburse the Distributor, DWR, its affiliates or other broker-dealers
for such expenses through payments accrued pursuant to this Plan in the
subsequent calendar year.
7. The Distributor shall provide to the Trustees of the Fund and the
Trustees shall review, promptly after the end of each calendar quarter, a
written report regarding the incremental distribution expenses incurred by
the Distributor, DWR, its affiliates or other broker-dealers on behalf of
each Series of the Fund during such calendar quarter, which report shall
include: (1) an itemization of the types of expenses and the purposes
therefor; (2) the amounts of such expenses; and (3) a description of the
benefits derived by each Series of the Fund.
8. This Plan, as amended and restated, shall become effective upon
approval by a vote of the Trustees of the Fund, and of the Trustees who are
not "interested persons" of the Fund, as defined in the Act, and who have no
direct or indirect financial interest in the operation of this Plan, cast in
person at a meeting called for the purpose of voting on this Plan.
9. This Plan shall continue in effect until April 30, 1998 and from year
to year thereafter, provided such continuance is specifically approved at
least annually in the manner provided for approval of this Plan in paragraph
8 hereof. This Plan may not be amended to increase materially the amount to
be spent for the services described herein unless such amendment is approved
by a vote of at least a majority of the outstanding voting securities of the
affected Series of the Fund, as defined in the Act, and no material amendment
to this Plan shall be made unless approved in the manner provided for
approval in paragraph 8 hereof.
10. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Trustees who are not "interested
persons" of the Fund, as defined in the Act, and who have no direct or
indirect financial interest in the operation of this Plan or by any Series by
a vote of a majority of the outstanding voting securities of such Series, as
defined in the Act, on no more than thirty days' written notice to any other
party to this Plan.
2
<PAGE>
11. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the
discretion of the Trustees who are not interested persons.
12. The Fund shall preserve copies of this Plan and all reports made
pursuant to paragraph 7 hereof, for a period of not less than six years from
the date of this Plan, as amended and restated herein, or any such report, as
the case may be, the first two years in an easily accessible place.
13. This Plan 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.
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.
IN WITNESS WHEREOF, the Fund, the Distributor and DWR have executed this
Plan of Distribution, as amended and restated, as of the day and year set
forth below in New York, New York.
Date: January 15, 1991 DEAN WITTER MULTI-STATE MUNICIPAL
As amended on January 4, 1993 SERIES TRUST
and July 23, 1997
By: /s/
................................
Attest: DEAN WITTER DISTRIBUTORS INC.
/s/
............................. By: /s/
................................
Attest: DEAN WITTER REYNOLDS INC.
/s/
............................. By: /s/
................................
Attest:
/s/
.............................
3
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - ARIZONA
FOR THE 30 DAY PERIOD ENDED NOVEMBER 1997
6
(A) YIELD = 2{[((a-b)/c d)+1]-1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{[(( 171,552.28-22,767.59)/3,947,393.245*11.08)+1]-1}
= 4.12%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.12% / (1-.42723)
= 7.19%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - CALIFORNIA
FOR THE 30 DAY PERIOD ENDED November 30, 1997
6
(A) YIELD = 2{[((a-b)/c d)+1]-1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{[(( 432,315.5 -48,689.42)/9,500,345.726 * 11.41)+1]-1}
= 4.28%
(B) TAX EQUIVALENT YIELD = SEC Yield / (1- stated tax rate)
= 4.28% / (1-.4522)
= 7.81%
(C) WITHOUT WAIVER OF FEES AND ASSUMPTION OF EXPENSES.
6
YIELD = 2{[((a-b)/c d)+1]-1}
6
YIELD = 2{[((432,315.5-48,689.42)/9,500,345.726 * 11.41)+1]-1}
= 4.28%
(D) TAX EQUIVALENT YIELD = SEC Yield / (1- stated tax rate)
= 4.28% / (1-.4522)
= 7.81%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - CALIFORNIA
FOR THE 30 DAY PERIOD ENDED November 30, 1997
(A) 432,315.5-48,689.42 383,626.08
9,500,345.726*11.41 108,398,944.73
383,626.08/108,398,944.73 0.003539020
1+.00353902 1.0035390
1.003539^6 1.02142275665688
(1.02142275665688358-1)*2 4.28%
(B) 1-.4522= 0.5478
4.28%/0.5478= 7.81%
(C) 432,315.5-48,689.42 383,626.08
9500345.726*11.41 108,398,944.73
383626.08/108,398,944.73 0.0035390
1+.00353902 1.0035390
1.003539^6= 1.02142275665688
(1.02142275665688358-1)*2 4.28%
(D) 1-.4522 0.5478
4.28%/0.5478= 7.81%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - FLORIDA
FOR THE 30 DAY PERIOD ENDED NOVEMBER 28, 1997
6
(A) YIELD = 2{[((a-b)/c d)+1]-1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{[((269,231.24-31,839.74)/5,947,076.352*11.42)+1]-1}
= 4.23%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.23% / (1-.3960)
= 7.00%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - FLORIDA
FOR THE 30 DAY PERIOD ENDED NOVEMBER 28, 1997
(A) 269,231.24 - 31,839.74= 237,391.50
5,947,076.352*11.42 = 67,915,611.94
237,391.50/67,915,611.94 0.0034954
1+.0034954 = 1.0034954
1.0034954^6 = 1.02115645805856
.0211564580585648 * 2 = 4.23%
(B) 1-.3960= 0.604
4.23%/0.604= 7.00%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - MASSACHUSETTS
FOR THE 30 DAY PERIOD ENDED November 30, 1997
6
(A) YIELD = 2{[((a-b)/c d)+1]-1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{[(( 63492.83 -8698.47)/1,312,642.10 X 11.56)+1]-1}
= 4.37%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.37% / (1-.46848)
= 8.22%
<PAGE>
(A) 63492.83-8698.47 54,794.36
1,312,642.10 * 11.56= 15,174,142.68
54794.36/15,174,142.68= 0.0036110
1+0036110= 1.0036110
1.003611^6= 1.02186253406881
.02186253406880696*2= 4.37%
(B) 1-.46848= 0.53152
4.37%/0.53152= 8.22%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - MICHIGAN
FOR THE 30 DAY PERIOD ENDED NOVEMBER 28, 1997
6
(A) YIELD = 2{[((a-b)/c d)+1]-1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{[(( 81,569.76 - 10,860.73)/1,772,670.544 * 11.39)+1]-1}
= 4.24%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.24% / (1-.42258)
= 7.34%
(C) WITHOUT WAIVER OF FEES AND ASSUMPTION OF EXPENSES.
6
YIELD = 2{ [ ((a-b)/c d) + 1] -1}
6
YIELD = 2{ [(( 81,569.76 - 10,860.73)/1,772,670.544 * 11.39)+1] -1}
= 4.24%
(D) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.24% / (1-.42258)
= 7.34%
<PAGE>
(A) 81,569.76-10,860.73= 70,709.03
1,772,670.544*11.39= 20,190,717.50
70,709.03/20,190,717.50= 0.0035021
1+.0035021= 1.0035021
1.0035021^6-1= 0.0211974318700832
.02119743187008352*2= 4.24%
(B) 1-.42258= 0.57742
4.24%/0.57742= 7.34%
(C) 81,569.76-10,860.73= 70,709.03
1,772,670.544*11.39= 20,190,717.50
70,709.03/20,190,717.50= 0.0035021
1+.0035021= 1.0035021
1.0035021^6-1= 0.0211974318700832
.02119743187008352*2= 4.24%
(D) 1-.42258= 0.57742
4.24%/0.57742= 7.34%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - MINNESOTA
FOR THE 30 DAY PERIOD ENDED NOVEMBER 30, 1997
6
(A) YIELD = 2{ [ ((a-b)/c d) + 1] -1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{ [(( 36,140.88 -5,762.46 )/816,552.975 *11.15)+1] -1}
= 4.04%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.04% / (1-.4473)
= 7.31%
(C) WITHOUT WAIVER OF FEES AND ASSUMPTION OF EXPENSES.
6
YIELD = 2{ [ ((a-b)/c d) + 1] -1}
6
= 2{ [ ((36,140.88 - 5,762.46)/816,552.975 * 11.15) + 1] -1}
= 4.04%
(D) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.04% / (1-.4473)
= 7.31%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - MINNESOTA
FOR THE 30 DAY PERIOD ENDED NOVEMBER 30, 1997
(A) 36,140.88-5,762.46 30,378.42
816,552.975*11.15 9,104,565.67
30,378.42/9,104,565.67 0.0033366
1+.0033366 1.0033366
1.0033366^6= 1.02018733827566
.02018733827565787 *2 = 4.04%
(B) 1-.4473= 0.5527
4.04%/0.5527= 7.31%
(C) 36,140.88-5,762.46 30,378.42
816,552.975*11.15 9,104,565.67
30,378.42/9,104,565.67 0.0033366
1+.0033366 1.0033366
1.0033366^6= 1.02018733827566
.02018733827565787 *2 = 4.04%
(D) 1-.4473= 0.5527
4.04%/0.5527= 7.31%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - NEW JERSEY
FOR THE 30 DAY PERIOD ENDED NOVEMBER 28, 1997
6
(A) YIELD = 2{ [ ((a-b)/c d) + 1] -1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{ [(( 179,406.44 -21,201.52)/3,839,711.28 * 11.33)+1] -1}
= 4.40%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.40% / (1-.4345)
= 7.78%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - NEW JERSEY
FOR THE 30 DAY PERIOD ENDED NOVEMBER 28, 1997
(A) 179,406.44-21,201.52 158,204.92
3,839,711.28*11.33 43,503,928.80
158,204.92/43,503,928.80 0.0036366
1+0.0036366 1.0036366
1.0036366^6 1.0220189
0.0220189*2 4.40%
(B) 1-.4345= 0.5655
4.40%/0.5655= 7.78%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - NEW YORK
FOR THE 30 DAY PERIOD ENDED NOVEMBER 30, 1997
6
(A) YIELD = 2{ [ ((a-b)/c d) + 1] -1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{ [((53,415.69-8,086.41)/1,130,293.462 * 11.57)+1] -1}
= 4.20%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.20% / (1-.4374)
= 7.47%
(C) WITHOUT WAIVER OF FEES AND ASSUMPTION OF EXPENSES.
6
YIELD = 2{ [ ((a-b)/c d) + 1] -1}
6
= 2{ [ ((53,415.69-8,086.41)/1,130,293.462 * 11.57) + 1] -1}
= 4.20%
ny state tax only
(D) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.20/ (1-.4374)
= 7.47%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - NEW YORK
FOR THE 30 DAY PERIOD ENDED NOVEMBER 30, 1997
(A) 53,415.69-8,086.41= 45,329.28
1,130,293.462*11.57= 13,077,495.36
45,329.28/13,077,495.36 0.0034662
1+.0034662 1.0034662
1.0034662^6 1.02097825320098
.02097825320098236*2 4.20%
(B) 1-.4374 0.5626
4.20%/0.5626 7.47%
(C) 53,415.69-8,086.41= 45,329.28
1,130,293.462*11.57= 13,077,495.36
45,329.28/13,077,495.36 0.0034662
1+.0034662 1.0034662
1.0034662^6 1.02097825320098
.02097825320098236*2 4.20%
(D) 1-.4374 0.5626
4.20%/0.5626 7.47%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - OHIO
FOR THE 30 DAY PERIOD ENDED NOVEMBER 28, 1997
6
(A) YIELD = 2{ [ ((a-b)/c d) + 1] -1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{ [(( 80,256.91 - 9,496.74)/1,714,456.643 * 11.40)+1] -1}
= 4.38%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.38% / (1-.43949)
= 7.81%
(C) WITHOUT WAIVER OF FEES AND ASSUMPTION OF EXPENSES.
6
YIELD = 2{ [ ((a-b)/c d) + 1] -1}
6
YIELD = 2{ [(( 80,256.91 - 9,496.74)/1,714,456.643 * 11.40)+1] -1}
= 4.38%
(D) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.38% / (1-.43949)
= 7.81%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - OHIO
FOR THE 30 DAY PERIOD ENDED NOVEMBER 28, 1997
(A) 80,256.91-9,496.74= 70,760.17
1,714,456.643*11.40= 19,544,805.73
70,760.17/19,544,805.73= 0.0036204
1+.0036204= 1.0036204
1.0036204^6-1= 0.0219199610962526
.02191996109625273*2= 4.38%
(B) 1-.43949= 0.56051
4.38%/0.56051= 7.81%
(C) 80,256.91-9,496.74= 70,760.17
1,714,456.643*11.40= 19,544,805.73
70,760.17/19,544,805.73= 0.0036204
1+.0036204= 1.0036204
1.0036204^6-1= 0.0219199610962526
.02191996109625273*2= 4.38%
(D) 1-.43949= 0.56051
4.38%/0.56051= 7.81%
<PAGE>
SCHEDULE OF COMPUTATION OF YIELD QUOTATION
DEAN WITTER MULTI - STATE MUNICIPAL SERIES TRUST - PENNSYLVANIA
FOR THE 30 DAY PERIOD ENDED November 30, 1997
6
(A) YIELD = 2{ [ ((a-b)/c d) + 1] -1}
WHERE: a = Dividends and interest earned during the period
b = Expenses accrued for the period
c = The average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = The maximum offering price per share on the last
day of the period
6
YIELD = 2{ [(( 189813.93-27823.31)/4,013427.031*11.43)+1] -1}
= 4.28%
(B) TAX EQUIVALENT YIELD = SEC Yield - (1- stated tax rate)
= 4.28% / (1-.4129)
= 7.29%
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - ARIZONA
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,014.20 1.42% 1.00 1.42%
30-Nov-92 $1,308.60 30.86% 5.00 5.53%
30-Apr-91 $1,535.80 53.58% 6.59 6.73%
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(C) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(C) (B)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,056.40 5.64% 1.00 5.64%
30-Nov-92 $1,363.10 36.31% 5.00 6.39%
30-Apr-91 $1,599.80 59.98% 6.59 7.39%
(D) GROWTH OF $10,000*
(E) GROWTH OF $50,000*
(F) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(D) GROWTH OF (E) GROWTH OF (F) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
30-Apr-91 59.98 $15,358 $77,390 $155,581
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - CALIFORNIA
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,022.90 2.29% 1.00 2.29%
30-Nov-92 $1,351.70 35.17% 5.00 6.21%
15-Jan-91 $1,643.30 64.33% 6.87 7.49%
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(C) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(C) (B)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,065.50 6.55% 1.00 6.55%
30-Nov-92 $1,408.00 40.80% 5.00 7.08%
15-Jan-91 $1,711.80 71.18% 6.87 8.13%
(D) GROWTH OF $10,000*
(E) GROWTH OF $50,000*
(F) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(D) GROWTH OF (E) GROWTH OF (F) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 71.18 $16,433 $82,808 $166,473
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - FLORIDA
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,018.60 1.86% 1.00 1.86%
30-Nov-92 $1,330.30 33.03% 5.00 5.87%
15-Jan-91 $1,605.90 60.59% 6.87 7.13%
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(C) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(C) (B)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,061.00 6.10% 1.00 6.10%
30-Nov-92 $1,385.70 38.57% 5.00 6.74%
15-Jan-91 $1,672.80 67.28% 6.87 7.77%
(D) GROWTH OF $10,000*
(E) GROWTH OF $50,000*
(F) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(D) GROWTH OF (E) GROWTH OF (F) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 67.28 $16,059 $80,922 $162,680
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - MASSACHUSETTS
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,024.10 2.41% 1.00 2.41%
30-Nov-92 $1,353.80 35.38% 5.00 6.25%
15-Jan-91 $1,653.80 65.38% 6.87 7.59%
(B) AVERAGE ANNUAL TOTAL RETURNS (STANDARIZED COMPUTATIONS) WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 YEARS - n COMPOUND RETURN - tb
- ------------ --------- --------- --------------------
30-Nov-92 $1,334.30 5.00 5.94%
15-Jan-91 $1,618.10 6.87 7.25%
(C) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(D) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(D) (C)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,066.80 6.68% 1.00 6.68%
30-Nov-92 $1,410.20 41.02% 5.00 7.12%
15-Jan-91 $1,722.70 72.27% 6.87 8.23%
(E) GROWTH OF $10,000*
(F) GROWTH OF $50,000*
(G) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(E) GROWTH OF (F) GROWTH OF (G) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 72.27 $16,538 $83,336 $167,533
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - MICHIGAN
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,022.60 2.26% 1.00 2.26%
30-Nov-92 $1,338.60 33.86% 5.00 6.01%
15-Jan-91 $1,638.90 63.89% 6.87 7.45%
(B) AVERAGE ANNUAL TOTAL RETURNS (STANDARIZED COMPUTATIONS) WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 YEARS - n COMPOUND RETURN - tb
- ------------ --------- --------- --------------------
30-Nov-92 $1,323.80 5.00 5.77%
15-Jan-91 $1,608.90 6.87 7.16%
(C) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(D) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(D) (C)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,065.20 6.52% 1.00 6.52%
30-Nov-92 $1,394.30 39.43% 5.00 6.87%
15-Jan-91 $1,707.20 70.72% 6.87 8.09%
(E) GROWTH OF $10,000*
(F) GROWTH OF $50,000*
(G) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(E) GROWTH OF (F) GROWTH OF (G) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 70.72 $16,389 $82,586 $166,025
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - MINNESOTA
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,015.30 1.53% 1.00 1.53%
30-Nov-92 $1,328.90 32.89% 5.00 5.85%
15-Jan-91 $1,568.90 56.89% 6.87 6.77%
(B) AVERAGE ANNUAL TOTAL RETURNS (STANDARIZED COMPUTATIONS) WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 YEARS - n COMPOUND RETURN - tb
- ------------ --------- --------- --------------------
30-Nov-92 $1,297.80 5.00 5.35%
15-Jan-91 $1,516.10 6.87 6.24%
(C) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(D) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(D) (C)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,057.60 5.76% 1.00 5.76%
30-Nov-92 $1,384.20 38.42% 5.00 6.72%
15-Jan-91 $1,634.30 63.43% 6.88 7.41%
(E) GROWTH OF $10,000*
(F) GROWTH OF $50,000*
(G) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(E) GROWTH OF (F) GROWTH OF (G) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 63.43 $15,689 $79,059 $158,936
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - NEW JERSEY
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,027.10 2.71% 1.00 2.71%
30-Nov-92 $1,329.20 32.92% 5.00 5.86%
15-Jan-91 $1,621.80 62.18% 6.87 7.29%
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(C) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(C) (B)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,069.90 6.99% 1.00 6.99%
30-Nov-92 $1,384.60 38.46% 5.00 6.72%
15-Jan-91 $1,689.40 68.94% 6.87 7.93%
(D) GROWTH OF $10,000*
(E) GROWTH OF $50,000*
(F) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(D) GROWTH OF (E) GROWTH OF (F) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 68.94 $16,218 $81,725 $164,294
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - NEW YORK SERIES
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,027.80 2.78% 1.00 2.78%
30-Nov-92 $1,352.60 35.26% 5.00 6.23%
15-Jan-91 $1,652.70 65.27% 6.87 7.58%
(B) AVERAGE ANNUAL TOTAL RETURNS (STANDARIZED COMPUTATIONS) WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 YEARS - n COMPOUND RETURN - tb
- ------------ --------- --------- --------------------
30-Nov-92 $1,330.70 5.00 5.88%
15-Jan-91 $1,611.00 6.87 7.18%
(C) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(D) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(D) (C)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,070.60 7.06% 1.00 7.06%
30-Nov-92 $1,408.90 40.89% 5.00 7.10%
15-Jan-91 $1,721.50 72.15% 6.87 8.22%
(E) GROWTH OF $10,000*
(F) GROWTH OF $50,000*
(G) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(E) GROWTH OF (F) GROWTH OF (G) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 72.15 $16,526 $83,278 $167,416
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - OHIO
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,024.00 2.40% 1.00 2.40%
30-Nov-92 $1,350.50 35.05% 5.00 6.19%
15-Jan-91 $1,625.90 62.59% 6.87 7.33%
(B) AVERAGE ANNUAL TOTAL RETURNS (STANDARIZED COMPUTATIONS) WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 YEARS - n COMPOUND RETURN - tb
- ------------ --------- --------- --------------------
30-Nov-92 $1,333.20 5.00 5.92%
15-Jan-91 $1,593.20 6.87 7.01%
(C) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(D) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(D) (C)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,066.70 6.67% 1.00 6.67%
30-Nov-92 $1,406.80 40.68% 5.00 7.06%
15-Jan-91 $1,693.70 69.37% 6.87 7.97%
(E) GROWTH OF $10,000*
(F) GROWTH OF $50,000*
(G) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(E) GROWTH OF (F) GROWTH OF (G) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 69.37 $16,260 $81,933 $164,712
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - PENNSYLVANIA
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------ --------- ------------ --------- -------------------
30-Nov-96 $1,022.60 2.26% 1.00 2.26%
30-Nov-92 $1,337.10 33.71% 5.00 5.98%
15-Jan-91 $1,621.20 62.12% 6.87 7.28%
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(C) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL COMPOUND RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
(C) (B)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 30-Nov-97 RETURN - TR YEARS - n COMPOUND RETURN - t
- ------------ --------- ----------- --------- -------------------
30-Nov-96 $1,065.30 6.53% 1.00 6.53%
30-Nov-92 $1,392.80 39.28% 5.00 6.85%
15-Jan-91 $1,688.80 68.88% 6.87 7.92%
(D) GROWTH OF $10,000*
(E) GROWTH OF $50,000*
(F) GROWTH OF $100,000*
FORMULA: G = (TR+1)*P
G = GROWTH OF INITIAL INVESTMENT
P = INITIAL INVESTMENT
TR = TOTAL RETURN SINCE INCEPTION
* ORIGINAL VALUE $9,600,$48,375 & $97,250 RESPECTIVELY ADJUSTED FOR 4.0 %,3.25%
& 2.75% SALES CHARGES
(D) GROWTH OF (E) GROWTH OF (F) GROWTH OF
$10,000* TOTAL $10,000 $50,000 $100,000
INVESTED - P RETURN - TR INVESTMENT - G INVESTMENT - G INVESTMENT - G
- ------------ ----------- -------------- -------------- --------------
15-Jan-91 68.88 $16,212 $81,696 $164,236
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 01
[NAME] DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - ARIZONA
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 39,446,383
[INVESTMENTS-AT-VALUE] 41,883,977
[RECEIVABLES] 875,117
[ASSETS-OTHER] 150,453
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 42,909,547
[PAYABLE-FOR-SECURITIES] 958,117
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 60,872
[TOTAL-LIABILITIES] 1,018,989
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 39,558,282
[SHARES-COMMON-STOCK] 3,936,426
[SHARES-COMMON-PRIOR] 4,368,278
[ACCUMULATED-NII-CURRENT] 11,331
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (116,649)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,437,594
[NET-ASSETS] 41,890,558
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 2,471,433
[OTHER-INCOME] 0
[EXPENSES-NET] 282,292
[NET-INVESTMENT-INCOME] 2,189,141
[REALIZED-GAINS-CURRENT] (109,978)
[APPREC-INCREASE-CURRENT] 271,359
[NET-CHANGE-FROM-OPS] 2,350,522
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (2,184,122)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 222,217
[NUMBER-OF-SHARES-REDEEMED] (756,888)
[SHARES-REINVESTED] 102,819
[NET-CHANGE-IN-ASSETS] (4,357,659)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (6,666)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 152,041
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 284,772
[AVERAGE-NET-ASSETS] 43,440,187
[PER-SHARE-NAV-BEGIN] 10.59
[PER-SHARE-NII] .53
[PER-SHARE-GAIN-APPREC] .05
[PER-SHARE-DIVIDEND] (.53)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.64
[EXPENSE-RATIO] .66
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 02
[NAME] DEAN WITTER MULTI-STATE CALIFORNIA
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 96,991,652
[INVESTMENTS-AT-VALUE] 103,672,649
[RECEIVABLES] 4,814,709
[ASSETS-OTHER] 245,373
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 108,732,731
[PAYABLE-FOR-SECURITIES] 4,404,878
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 118,784
[TOTAL-LIABILITIES] 4,523,662
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 97,950,650
[SHARES-COMMON-STOCK] 9,511,764
[SHARES-COMMON-PRIOR] 10,535,972
[ACCUMULATED-NII-CURRENT] 28,867
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (451,445)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 6,680,997
[NET-ASSETS] 104,209,069
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 6,040,494
[OTHER-INCOME] 0
[EXPENSES-NET] 627,745
[NET-INVESTMENT-INCOME] 5,412,749
[REALIZED-GAINS-CURRENT] 61,340
[APPREC-INCREASE-CURRENT] 1,234,202
[NET-CHANGE-FROM-OPS] 6,708,291
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (5,399,835)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 695,221
[NUMBER-OF-SHARES-REDEEMED] (1,952,197)
[SHARES-REINVESTED] 232,768
[NET-CHANGE-IN-ASSETS] (9,649,985)
[ACCUMULATED-NII-PRIOR] 15,953
[ACCUMULATED-GAINS-PRIOR] (512,785)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 372,728
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 633,008
[AVERAGE-NET-ASSETS] 106,493,645
[PER-SHARE-NAV-BEGIN] 10.81
[PER-SHARE-NII] 0.55
[PER-SHARE-GAIN-APPREC] 0.15
[PER-SHARE-DIVIDEND] (0.55)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.96
[EXPENSE-RATIO] 0.59
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 03
[NAME] DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - FLORIDA
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 60,726,647
[INVESTMENTS-AT-VALUE] 65,076,417
[RECEIVABLES] 975,289
[ASSETS-OTHER] 208,736
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 66,260,442
[PAYABLE-FOR-SECURITIES] 1,070,975
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 101,326
[TOTAL-LIABILITIES] 1,172,301
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 60,801,365
[SHARES-COMMON-STOCK] 5,934,863
[SHARES-COMMON-PRIOR] 6,492,603
[ACCUMULATED-NII-CURRENT] 17,770
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (80,764)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 4,349,770
[NET-ASSETS] 65,088,141
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 3,790,946
[OTHER-INCOME] 0
[EXPENSES-NET] 416,073
[NET-INVESTMENT-INCOME] 3,374,873
[REALIZED-GAINS-CURRENT] 7,528
[APPREC-INCREASE-CURRENT] 537,792
[NET-CHANGE-FROM-OPS] 3,920,193
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (3,366,826)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 824,008
[NUMBER-OF-SHARES-REDEEMED] (1,491,135)
[SHARES-REINVESTED] 109,387
[NET-CHANGE-IN-ASSETS] (5,453,605)
[ACCUMULATED-NII-PRIOR] 9,723
[ACCUMULATED-GAINS-PRIOR] (88,292)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 235,241
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 419,736
[AVERAGE-NET-ASSETS] 67,211,642
[PER-SHARE-NAV-BEGIN] 10.86
[PER-SHARE-NII] 0.54
[PER-SHARE-GAIN-APPREC] 0.11
[PER-SHARE-DIVIDEND] (0.54)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.97
[EXPENSE-RATIO] 0.62
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 04
[NAME] DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - MASSACHUSETTS
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 13,724,516
[INVESTMENTS-AT-VALUE] 14,560,641
[RECEIVABLES] 470,187
[ASSETS-OTHER] 58,686
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 15,089,514
[PAYABLE-FOR-SECURITIES] 495,904
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 32,335
[TOTAL-LIABILITIES] 528,239
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 13,694,164
[SHARES-COMMON-STOCK] 1,311,817
[SHARES-COMMON-PRIOR] 1,467,200
[ACCUMULATED-NII-CURRENT] 4,177
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 26,809
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 836,125
[NET-ASSETS] 14,561,275
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 842,531
[OTHER-INCOME] 0
[EXPENSES-NET] 117,576
[NET-INVESTMENT-INCOME] 724,955
[REALIZED-GAINS-CURRENT] 33,483
[APPREC-INCREASE-CURRENT] 179,559
[NET-CHANGE-FROM-OPS] 937,997
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (722,987)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 97,718
[NUMBER-OF-SHARES-REDEEMED] (291,669)
[SHARES-REINVESTED] 38,568
[NET-CHANGE-IN-ASSETS] (1,459,685)
[ACCUMULATED-NII-PRIOR] 2,211
[ACCUMULATED-GAINS-PRIOR] (6,675)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 52,284
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 121,005
[AVERAGE-NET-ASSETS] 14,938,352
[PER-SHARE-NAV-BEGIN] 10.92
[PER-SHARE-NII] 0.53
[PER-SHARE-GAIN-APPREC] 0.18
[PER-SHARE-DIVIDEND] (0.53)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.10
[EXPENSE-RATIO] 0.79
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 05
[NAME] DEAN WITTER MULTI-STATE SERIES - MICHIGAN
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 18,363,604
[INVESTMENTS-AT-VALUE] 19,565,602
[RECEIVABLES] 322,379
[ASSETS-OTHER] 148,859
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 20,036,840
[PAYABLE-FOR-SECURITIES] 487,833
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 36,637
[TOTAL-LIABILITIES] 524,470
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 18,319,135
[SHARES-COMMON-STOCK] 1,784,038
[SHARES-COMMON-PRIOR] 1,935,781
[ACCUMULATED-NII-CURRENT] 5,232
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (13,995)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1,201,998
[NET-ASSETS] 19,512,370
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 1,127,541
[OTHER-INCOME] 0
[EXPENSES-NET] 141,342
[NET-INVESTMENT-INCOME] 986,199
[REALIZED-GAINS-CURRENT] (5,611)
[APPREC-INCREASE-CURRENT] 274,701
[NET-CHANGE-FROM-OPS] 1,255,289
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (982,775)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 164,023
[NUMBER-OF-SHARES-REDEEMED] (366,507)
[SHARES-REINVESTED] 50,741
[NET-CHANGE-IN-ASSETS] (1,350,741)
[ACCUMULATED-NII-PRIOR] 1,808
[ACCUMULATED-GAINS-PRIOR] (8,384)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 69,676
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 146,695
[AVERAGE-NET-ASSETS] 19,907,293
[PER-SHARE-NAV-BEGIN] 10.78
[PER-SHARE-NII] 0.53
[PER-SHARE-GAIN-APPREC] 0.16
[PER-SHARE-DIVIDEND] (0.53)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.94
[EXPENSE-RATIO] 0.72
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 06
[NAME] DEAN WITTER MULTI-STATE MINNESOTA
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 8,006,837
[INVESTMENTS-AT-VALUE] 8,484,728
[RECEIVABLES] 147,255
[ASSETS-OTHER] 136,948
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 8,768,931
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 26,580
[TOTAL-LIABILITIES] 26,580
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 8,343,230
[SHARES-COMMON-STOCK] 817,112
[SHARES-COMMON-PRIOR] 936,141
[ACCUMULATED-NII-CURRENT] 2,647
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (81,417)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 477,891
[NET-ASSETS] 8,742,351
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 512,791
[OTHER-INCOME] 0
[EXPENSES-NET] 85,288
[NET-INVESTMENT-INCOME] 427,503
[REALIZED-GAINS-CURRENT] (2,079)
[APPREC-INCREASE-CURRENT] 75,733
[NET-CHANGE-FROM-OPS] 501,157
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (426,679)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 32,070
[NUMBER-OF-SHARES-REDEEMED] (173,686)
[SHARES-REINVESTED] 22,587
[NET-CHANGE-IN-ASSETS] (1,180,538)
[ACCUMULATED-NII-PRIOR] 1,347
[ACCUMULATED-GAINS-PRIOR] (78,862)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 31,997
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 88,729
[AVERAGE-NET-ASSETS] 9,142,101
[PER-SHARE-NAV-BEGIN] 10.60
[PER-SHARE-NII] 0.49
[PER-SHARE-GAIN-APPREC] .10
[PER-SHARE-DIVIDEND] (0.49)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.70
[EXPENSE-RATIO] 0.94
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 07
[NAME] DEAN WITTER MULTI-STATE SERIES TRUST - NEW JERSEY
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 40,198,471
[INVESTMENTS-AT-VALUE] 42,446,210
[RECEIVABLES] 692,138
[ASSETS-OTHER] 85,534
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 43,223,882
[PAYABLE-FOR-SECURITIES] 1,628,798
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 75,167
[TOTAL-LIABILITIES] 1,703,965
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 39,266,134
[SHARES-COMMON-STOCK] 3,815,760
[SHARES-COMMON-PRIOR] 4,191,281
[ACCUMULATED-NII-CURRENT] 11,222
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (5,178)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,247,739
[NET-ASSETS] 41,519,917
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 2,446,540
[OTHER-INCOME] 0
[EXPENSES-NET] 283,139
[NET-INVESTMENT-INCOME] 2,163,401
[REALIZED-GAINS-CURRENT] 150,746
[APPREC-INCREASE-CURRENT] 554,643
[NET-CHANGE-FROM-OPS] 2,868,790
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (2,158,598)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 298,058
[NUMBER-OF-SHARES-REDEEMED] 786,812
[SHARES-REINVESTED] 113,233
[NET-CHANGE-IN-ASSETS] (3,309,356)
[ACCUMULATED-NII-PRIOR] 6,293
[ACCUMULATED-GAINS-PRIOR] (155,916)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 150,967
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 285,855
[AVERAGE-NET-ASSETS] 43,133,355
[PER-SHARE-NAV-BEGIN] 10.70
[PER-SHARE-NII] 0.53
[PER-SHARE-GAIN-APPREC] 0.18
[PER-SHARE-DIVIDEND] (0.53)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.88
[EXPENSE-RATIO] 0.66
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 08
[NAME] DEAN WITTER MULTI-STATE NEW YORK
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 11,385,727
[INVESTMENTS-AT-VALUE] 12,314,987
[RECEIVABLES] 193,829
[ASSETS-OTHER] 110,700
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 12,619,516
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 33,070
[TOTAL-LIABILITIES] 33,070
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 11,667,269
[SHARES-COMMON-STOCK] 1,132,617
[SHARES-COMMON-PRIOR] 1,286,668
[ACCUMULATED-NII-CURRENT] 3,219
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (13,302)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 929,260
[NET-ASSETS] 12,586,446
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 732,418
[OTHER-INCOME] 0
[EXPENSES-NET] 105,093
[NET-INVESTMENT-INCOME] 627,325
[REALIZED-GAINS-CURRENT] 10,788
[APPREC-INCREASE-CURRENT] 215,377
[NET-CHANGE-FROM-OPS] 853,490
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (626,041)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 46,105
[NUMBER-OF-SHARES-REDEEMED] (230,243)
[SHARES-REINVESTED] 30,087
[NET-CHANGE-IN-ASSETS] (1,433,645)
[ACCUMULATED-NII-PRIOR] 1,935
[ACCUMULATED-GAINS-PRIOR] (24,090)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 45,334
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 109,627
[AVERAGE-NET-ASSETS] 12,952,506
[PER-SHARE-NAV-BEGIN] 10.90
[PER-SHARE-NII] 0.53
[PER-SHARE-GAIN-APPREC] 0.21
[PER-SHARE-DIVIDEND] (0.53)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.11
[EXPENSE-RATIO] 0.82
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 09
[NAME] DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - OHIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 16,888,525
[INVESTMENTS-AT-VALUE] 18,008,036
[RECEIVABLES] 291,647
[ASSETS-OTHER] 216,815
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 18,516,498
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 40,278
[TOTAL-LIABILITIES] 40,278
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 17,518,990
[SHARES-COMMON-STOCK] 1,689,151
[SHARES-COMMON-PRIOR] 1,968,447
[ACCUMULATED-NII-CURRENT] 7,915
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (170,196)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1,119,511
[NET-ASSETS] 18,476,220
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 1,133,758
[OTHER-INCOME] 0
[EXPENSES-NET] 146,029
[NET-INVESTMENT-INCOME] 987,729
[REALIZED-GAINS-CURRENT] (12,075)
[APPREC-INCREASE-CURRENT] 291,150
[NET-CHANGE-FROM-OPS] 1,266,804
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (985,654)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 177,550
[NUMBER-OF-SHARES-REDEEMED] (508,953)
[SHARES-REINVESTED] 52,107
[NET-CHANGE-IN-ASSETS] (2,731,247)
[ACCUMULATED-NII-PRIOR] 2,825
[ACCUMULATED-GAINS-PRIOR] (155,106)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 70,502
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 150,382
[AVERAGE-NET-ASSETS] 20,143,540
[PER-SHARE-NAV-BEGIN] 10.77
[PER-SHARE-NII] 0.53
[PER-SHARE-GAIN-APPREC] 0.17
[PER-SHARE-DIVIDEND] (0.53)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.94
[EXPENSE-RATIO] 0.73
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 10
[NAME] DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST - PENNSYLVANIA
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] NOV-30-1997
[PERIOD-START] DEC-01-1996
[PERIOD-END] NOV-30-1997
[INVESTMENTS-AT-COST] 40,625,406
[INVESTMENTS-AT-VALUE] 43,265,289
[RECEIVABLES] 634,430
[ASSETS-OTHER] 221,965
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 44,121,684
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 65,557
[TOTAL-LIABILITIES] 65,557
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 41,396,275
[SHARES-COMMON-STOCK] 4,016,632
[SHARES-COMMON-PRIOR] 4,335,927
[ACCUMULATED-NII-CURRENT] 11,763
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 8,207
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,639,882
[NET-ASSETS] 44,056,127
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 2,523,312
[OTHER-INCOME] 0
[EXPENSES-NET] 291,931
[NET-INVESTMENT-INCOME] 2,231,381
[REALIZED-GAINS-CURRENT] 8,207
[APPREC-INCREASE-CURRENT] 509,480
[NET-CHANGE-FROM-OPS] 2,749,068
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (2,226,117)
[DISTRIBUTIONS-OF-GAINS] (98,622)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 236,669
[NUMBER-OF-SHARES-REDEEMED] (670,418)
[SHARES-REINVESTED] 114,454
[NET-CHANGE-IN-ASSETS] (2,999,247)
[ACCUMULATED-NII-PRIOR] 2,563,671
[ACCUMULATED-GAINS-PRIOR] 123,735
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 155,772
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 294,416
[AVERAGE-NET-ASSETS] 44,265,005
[PER-SHARE-NAV-BEGIN] 10.85
[PER-SHARE-NII] 0.54
[PER-SHARE-GAIN-APPREC] 0.14
[PER-SHARE-DIVIDEND] (0.54)
[PER-SHARE-DISTRIBUTIONS] (0.02)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.97
[EXPENSE-RATIO] 0.66
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that WAYNE E. HEDIEN, whose signature
appears below, constitutes and appoints David M. Butowsky, Ronald Feiman and
Stuart Strauss, or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution among himself and each of the persons
appointed herein, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to any registration statement of ANY OF THE
DEAN WITTER FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Dated: September 1, 1997
/s/ Wayne E. Hedien
-----------------------------------
Wayne E. Hedien
<PAGE>
Schedule A
1. Active Assets Money Trust
2. Active Assets Tax-Free Trust
3. Active Assets Government Securities Trust
4. Active Assets California Tax-Free Trust
5. Dean Witter New York Municipal Money Market Trust
6. Dean Witter American Value Fund
7. Dean Witter Tax-Exempt Securities Trust
8. Dean Witter Tax-Free Daily Income Trust
9. Dean Witter Capital Growth Securities
10. Dean Witter U.S. Government Money Market Trust
11. Dean Witter Precious Metals and Minerals Trust
12. Dean Witter Developing Growth Securities Trust
13. Dean Witter World Wide Investment Trust
14. Dean Witter Value-Added Market Series
15. Dean Witter Utilities Fund
16. Dean Witter Strategist Fund
17. Dean Witter California Tax-Free Daily Income Trust
18. Dean Witter Convertible Securities Trust
19. Dean Witter Intermediate Income Securities
20. Dean Witter World Wide Income Trust
21. Dean Witter S&P 500 Index Fund
22. Dean Witter U.S. Government Securities Trust
23. Dean Witter Federal Securities Trust
24. Dean Witter Multi-State Municipal Series Trust
25. Dean Witter California Tax-Free Income Fund
26. Dean Witter New York Tax-Free Income Fund
27. Dean Witter Select Municipal Reinvestment Fund
28. Dean Witter Variable Investment Series
29. High Income Advantage Trust
30. High Income Advantage Trust II
31. High Income Advantage Trust III
32. InterCapital Insured Municipal Bond Trust
33. InterCapital Insured Municipal Trust
34. InterCapital Insured Municipal Income Trust
35. InterCapital Quality Municipal Investment Trust
36. InterCapital Quality Municipal Income Trust
37. Dean Witter Government Income Trust
38. Municipal Income Trust
39. Municipal Income Trust II
40. Municipal Income Trust III
41. Municipal Income Opportunities Trust
42. Municipal Income Opportunities Trust II
43. Municipal Income Opportunities Trust III
44. Municipal Premium Income Trust
45. Prime Income Trust
46. Dean Witter Short-Term U.S. Treasury Trust
47. Dean Witter Diversified Income Trust
<PAGE>
48. InterCapital California Insured Municipal Income Trust
49. Dean Witter Health Sciences Trust
50. Dean Witter Global Dividend Growth Securities
51. InterCapital Quality Municipal Securities
52. InterCapital California Quality Municipal Securities
53. InterCapital New York Quality Municipal Securities
54. Dean Witter Retirement Series
55. Dean Witter Limited Term Municipal Trust
56. Dean Witter Short-Term Bond Fund
57. Dean Witter Global Utilities Fund
58. InterCapital Insured Municipal Securities
59. InterCapital Insured California Municipal Securities
60. Dean Witter High Income Securities
61. Dean Witter National Municipal Trust
62. Dean Witter International SmallCap Fund
63. Dean Witter Mid-Cap Growth Fund
64. Dean Witter Select Dimensions Investment Series
65. Dean Witter Global Asset Allocation Fund
66. Dean Witter Balanced Growth Fund
67. Dean Witter Balanced Income Fund
68. Dean Witter Intermediate Term U.S. Treasury Trust
69. Dean Witter Hawaii Municipal Trust
70. Dean Witter Japan Fund
71. Dean Witter Capital Appreciation Fund
72. Dean Witter Information Fund
73. Dean Witter Fund of Funds
74. Dean Witter Special Value Fund
75. Dean Witter Income Builder Fund
76. Dean Witter Financial Services Trust
77. Dean Witter Market Leader Trust
78. Dean Witter Managers' Select Fund
79. Dean Witter Liquid Asset Fund Inc.
80. Dean Witter Natural Resource Development Securities Inc.
81. Dean Witter Dividend Growth Securities Inc.
82. Dean Witter European Growth Fund Inc.
83. Dean Witter Pacific Growth Fund Inc.
84. Dean Witter High Yield Securities Inc.
85. Dean Witter Global Short-Term Income Fund Inc.
86. InterCapital Income Securities Inc.
87. Morgan Stanley Dean Witter "Competitive Edge" Fund
88. Morgan Stanley Dean Witter Growth Fund
