<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 33-37562
811-6208
DEAN WITTER
MULTI-STATE MUNICIPAL
SERIES TRUST
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.
TABLE OF CONTENTS
Prospectus Summary .................................................... 2
Summary of Fund Expenses .............................................. 3
Financial Highlights .................................................. 4
The Fund and its Management ........................................... 8
Investment Objective and Policies ..................................... 8
Investment Restrictions ............................................... 13
Purchase of Fund Shares ............................................... 14
Shareholder Services .................................................. 16
Redemptions and Repurchases ........................................... 18
Dividends, Distributions and Taxes .................................... 19
Performance Information ............................................... 25
Additional Information ................................................ 26
Appendix .............................................................. 28
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.
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
- ------------------------------------------------------------------------------
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
FUND Massachusetts 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 26).
- ------------------- ------------------------------------------------------------------
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 14).
- ------------------- ------------------------------------------------------------------
MINIMUM PURCHASE Minimum initial investment, $1,000 ($100 if the account is opened
through EasyInvest (Service Mark) ); Minimum subsequent
investment, $100 (see page 14).
- ------------------- ------------------------------------------------------------------
INVESTMENT The investment objective of each Series is to provide a high level
OBJECTIVE of 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 101
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
CAPITAL GAINS gains distributions, if any, may be distributed annually or
DISTRIBUTIONS retained for 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 16 and 19).
- ------------------- ------------------------------------------------------------------
PLAN OF The Fund is authorized to reimburse Dean Witter Distributors Inc.
DISTRIBUTION (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. 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 16).
- ------------------- ------------------------------------------------------------------
SALES CHARGE 4.0% of offering price (4.17% of amount invested); reduced charges
on purchases of $25,000 or more (see pages 14-16).
- ------------------- ------------------------------------------------------------------
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
19).
<PAGE>
- ------------------- ------------------------------------------------------------------
RISKS AND OTHER The value of each Series' portfolio securities, and therefore the
CONSIDERATIONS net 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 9-13 and the Appendix on page 28). 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
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<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
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<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.
* 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%.
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>
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.
* 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%.
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>
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 101 investment companies, 28 of which are listed
on the New York Stock Exchange, with combined assets of approximately $106
billion at February 28, 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.
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
8
<PAGE>
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; (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
9
<PAGE>
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, 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.
10
<PAGE>
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
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 thereafter 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 Fund invests in zero coupon securities, it will
not receive current cash
11
<PAGE>
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 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
12
<PAGE>
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."
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.
13
<PAGE>
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 "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 (Service Mark), 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 OF APPROXIMATE
AMOUNT OF SINGLE PUBLIC OFFERING PERCENTAGE OF
TRANSACTION PRICE AMOUNT 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
14
<PAGE>
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 compensation 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. 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.
15
<PAGE>
For further information concerning purchases of the Fund's shares, contact
the Distributor or consult the Statement of Additional Information.
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,
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 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 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 (SERVICE MARK) . Shareholders may subscribe to EasyInvest, an
automatic purchase plan which provides for any amount from $100 to $5,000 to
be transferred automati-
16
<PAGE>
cally 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 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.
17
<PAGE>
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.
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
18
<PAGE>
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.
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.
19
<PAGE>
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.
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.
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.
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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
income 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
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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.
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
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<PAGE>
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 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 in which the
distribution is paid, (a) has no investments other than interest-bearing
obligations, obligations issued at a dis-
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count, 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 distributions
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
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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
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
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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
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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 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
recommen-
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dations 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.
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
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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
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.
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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
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
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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 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 AA-by 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 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.
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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.
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
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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.
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.
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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.
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.
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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 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 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
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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.
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
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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).
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
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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, 1997, 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 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
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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 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 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,
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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.
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
Commonwealthrelated obligations and the local governmental unit and related
authority obligations generally will be affected by
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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 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.
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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 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.
42
<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.
