Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
Dean Witter Premier Income Trust . . . . . . . . .
(Name of Registrant as Specified in its Charter)
Marilyn K. Cranney . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or
14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(j)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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DEAN WITTER PREMIER INCOME TRUST
-------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 17, 1995
-------------------
A Special Meeting of Shareholders of DEAN WITTER PREMIER INCOME TRUST (the
"Trust"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in the Conference Center,
Sixty-First Floor, 2 World Trade Center, New York, New York 10048, on
February 17, 1995, at 9:00 a.m., New York City time, for the following
purposes:
1. To approve or disapprove a new sub-advisory agreement between Dean
Witter InterCapital Inc. ("InterCapital" or the "Investment Manager") and
BlackRock Financial Management L.P. ("BlackRock" or the "Sub-Adviser");
and
2. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on January 5, 1995 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose.
In the event that the necessary quorum to transact business at the Meeting
or the vote required to approve or reject any proposal is not obtained, the
persons named as proxies may propose one or more adjournments of the meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the Trust's shares present in person or
by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of
Proposal 1 and will vote against any such adjournment those proxies to be
voted against that proposal.
SHELDON CURTIS,
Secretary
January 9, 1995
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS
TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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DEAN WITTER PREMIER INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
-------------------
PROXY STATEMENT
-------------------
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 17, 1995
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of DEAN WITTER PREMIER INCOME TRUST
(the "Trust"), for use at the Special Meeting of Shareholders of the Trust to
be held on February 17, 1995 (the "Meeting"), and at any adjournments
thereof.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of Proposal 1 as set forth in the
attached Notice of Special Meeting of Shareholders. A proxy may be revoked at
any time prior to its exercise by any of the following: written notice or
revocation to the Secretary of the Trust, execution and delivery of a later
dated proxy to the Secretary of the Trust, or attendance and voting at the
Meeting.
Shareholders of record as of the close of business on January 5, 1995, the
record date for the determination of Shareholders entitled to notice of and
to vote at the Meeting, are entitled to one vote for each share held and a
fractional vote for a fractional share. On January 5, 1995, there were
outstanding 4,557,465 shares of beneficial interest of the Trust, all with
$.01 par value. No person was known to own as much as 5% of the outstanding
shares of the Trust on that date. The Trustees and officers of the Trust,
together, owned less than 1% of the Trust's outstanding shares on that date.
The percentage ownership of shares of beneficial interest of the Trust
changes from time to time depending on purchases and redemptions by
Shareholders and the total number of shares outstanding.
The cost of soliciting proxies for the Meeting will be borne by BlackRock.
The Trust will not be required to bear any of such expenses. The solicitation
of proxies will be by mail, which may be supplemented by solicitation by
mail, telephone or otherwise through Trustees and officers of the Trust and
officers and regular employees of InterCapital, without special compensation,
or by proxy solicitors paid by BlackRock. The first mailing of this proxy
statement is expected to be made on or about January 9, 1995.
All information contained in this Proxy Statement concerning the Trust,
the Investment Manager or affiliates of the Investment Manager has been
supplied by each of such persons, respectively. All information contained in
this Proxy Statement regarding BlackRock or PNC Bank, N.A. ("PNC") or their
respective affiliates has been supplied by BlackRock or PNC, respectively.
(1) APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN
DEAN WITTER INTERCAPITAL INC. AND BLACKROCK FINANCIAL MANAGEMENT L.P.
BACKGROUND
Pursuant to an investment management agreement (the "Investment Management
Agreement") entered into by the Trust and Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Manager"), the
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Investment Manager has entered into a sub-advisory agreement (the "Current
Sub-Advisory Agreement") with BlackRock Financial Management L.P.
("BlackRock" or the "Sub-Adviser") to furnish investment advisory services to
the Trust. The Current Sub-Advisory Agreement, dated June 30, 1993, was
initially approved by the Board, including all of the Independent Trustees
then serving, at a special meeting held on October 30, 1992. The Current
Sub-Advisory Agreement was approved by Shareholders at a special meeting of
Shareholders on January 12, 1993, called for such purpose.
On June 16, 1994, the partners of the Sub-Adviser entered into a
definitive agreement to sell their partnership interests in the Sub-Adviser
to PNC Bank, N.A. ("PNC"), headquartered in Pittsburgh, Pennsylvania, for
$240 million in the form of cash and notes (the "Transaction"). The
Transaction, which was subject to bank regulatory approval, is expected to
close in February, 1995 and is subject to various conditions. After the
closing of the Transaction, BlackRock will retain its name and will continue
to operate out of its New York office. All members of the Sub-Adviser's
senior management team have agreed to sign long-term employment contracts and
will be responsible for managing the day-to-day affairs of the Sub-Adviser.
Following the closing of the Transaction, the Sub-Adviser will become a
wholly-owned corporate subsidiary of PNC Asset Management Group, Inc., the
holding company for PNC's asset management business.
PNC is a commercial bank offering a wide range of domestic and
international commercial banking, retail banking and trust services to its
customers. Its principal office is located in Pittsburgh, Pennsylvania. At
December 31, 1993, PNC had approximate total assets of $40.6 billion, total
deposits of $21.0 billion, total loans (net of unearned income) of $22.1
billion and total equity capital of $2.8 billion. At September 30, 1994, the
corresponding amounts approximated $44.8 billion, $24.7 billion, $25.1
billion and $3.3 billion, respectively. PNC's primary federal bank regulatory
authority is the Office of the Comptroller of the Currency.
PNC is a wholly-owned indirect subsidiary of PNC Bank Corp. (the "Holding
Company"), a bank holding company organized under the laws of the
Commonwealth of Pennsylvania. The Holding Company was incorporated in 1983
with the consolidation of Pittsburgh National Corporation and Provident
National Corporation. Since 1983, the Holding Company has diversified its
geographical presence and product capabilities through numerous strategic
acquisitions and the formation of various non-banking subsidiaries. At
September 30, 1994, the Holding Company operated ten banking subsidiaries in
Pennsylvania, Delaware, Indiana, Kentucky, Massachusetts, New Jersey and Ohio
and 84 non-banking subsidiaries. At December 31, 1993, the Holding Company
had approximate total assets of $62.1 billion, total deposits of $33.1
billion, total loans (net of unearned income) of $33.3 billion and total
shareholders' equity of $4.3 billion. At September 30, 1994, the
corresponding amounts were $64.0 billion, $33.6 billion, $35.7 billion and
$4.4 billion, respectively. Based on September 30, 1994 total assets, the
Holding Company was the twelfth largest bank holding company in the United
States. As of September 30, 1994, the Holding Company and its subsidiaries
managed $24.0 billion of registered investment company assets. These assets
are held in three different proprietary mutual fund families as well as in
one or more individual portfolios of an additional six non-proprietary mutual
funds. The Holding Company and its subsidiaries employed approximately 21,100
persons on an average full-time equivalent basis for the first nine months of
1994.
The Holding Company delivers a full range of banking products and services
to its customers through four lines of business: Corporate Banking, Retail
Banking, Investment Management and Trust, and Investment Banking. For the
most part, these products and services are distributed through the Holding
Company's retail banking and mortgage origination office networks or its
wholesale banking offices in certain major metropolitan areas located in the
United States.
The Current Sub-Advisory Agreement, as required by Section 15 of the
Investment Company Act of 1940, as amended (the "1940 Act"), provides for its
automatic termination in the event of its assignment. Any change
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of control of the Sub-Adviser, including the sale of the Sub-Adviser to PNC
pursuant to the terms of the Transaction, could be deemed to be an assignment
and, therefore, the automatic termination of the Current Sub-Advisory
Agreement.
APPROVAL OF NEW SUB-ADVISORY AGREEMENT
In order to assure continuity of investment advisory services to the Trust
by the Sub-Adviser after the Transaction, the Board met in person on October
20, 1994, for the purpose of considering whether it would be in the best
interests of the Trust and its shareholders for InterCapital to enter into a
new sub-advisory agreement with the Sub-Adviser (the "New Sub-Advisory
Agreement") to take effect upon consummation of the Transaction. At its
meeting, and for the reasons discussed below (see "The Board's
Consideration"), the Board, including each of the Trustees who are not
"interested persons" of the Trust, as that term is defined in the 1940 Act
(the "Independent Trustees"), unanimously approved the New Sub-Advisory
Agreement and recommended it for approval by Shareholders. The New
Sub-Advisory Agreement is identical to the Current Sub-Advisory Agreement
except for the effective date and the stated expiration date.
THE BOARD, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
SHAREHOLDERS APPROVE THE NEW SUB-ADVISORY AGREEMENT TO REPLACE THE CURRENT
SUB-ADVISORY AGREEMENT UPON CONSUMMATION OF THE TRANSACTION.
THE BOARD'S CONSIDERATION
At its meeting on October 20, 1994, the Board, including each of the
Independent Trustees, considered the possible effects on the Trust as a
result of the Transaction and evaluated the New Sub-Advisory Agreement. The
Independent Trustees requested and received all information they deemed
necessary to their evaluation of the terms of the New Sub-Advisory Agreement.
In evaluating the effect of the Transaction on the Sub-Adviser, the Board
viewed as significant the fact that the ability of the Sub-Adviser to
continue to provide quality investment advisory services will likely be
unaffected by the Transaction because the members of Sub-Adviser's senior
management team have all agreed to sign long-term employment contracts and
will continue to be responsible for managing the day-to-day affairs of the
Sub-Adviser. The Board also took note of the financial resources available to
the Sub-Adviser through PNC subsequent to the Transaction. The Board
considered the nature, quality and extent of services provided by the
Sub-Adviser to the Trust and the benefits derived by the Sub-Adviser. The
Board also considered comparative fees, expenses and performance information
with respect to investment companies similar to the Trust. In addition, the
Board discussed and reviewed the terms and provisions of the New Sub-Advisory
Agreement. Specifically, the Board noted that the fees payable under the New
Sub-Advisory Agreement are identical to the fees presently in effect under
the Current Sub-Advisory Agreement.
Based upon the Board's review and evaluations of these materials and its
consideration of all factors deemed relevant, the Board determined that the
New Sub-Advisory Agreement is reasonable, fair and in the best interests of
the Trust and its Shareholders. Accordingly, the Board, including all of the
Independent Trustees, approved the New Sub-Advisory Agreement and voted to
recommend its approval to the Trust's Shareholders.
THE SUB-ADVISORY AGREEMENT
The Current Sub-Advisory Agreement requires that the Sub-Adviser provide
the Trust with investment advisory services with respect to investments in
the Trust's portfolio securities and to obtain and evaluate such information
and advice relating to the economy, securities markets and securities as it
deems necessary or useful
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to discharge its duties under the Current Sub-Advisory Agreement. Under the
Current Sub-Advisory Agreement, the Sub-Adviser is charged with the
responsibility of making the determination as to which securities the Trust
should purchase or sell or otherwise dispose of and with the timing of those
decisions. All securities transactions are periodically reviewed by the
Investment Manager and are, in every instance, subject to the overall
supervision of the Investment Manager. The Trustees review the portfolio of
the Trust at their semiannual portfolio review meetings.
The Current Sub-Advisory Agreement provides that the Sub-Adviser shall, at
its own expense, maintain such staff and employ or retain such personnel and
consult with such other persons as it shall, from time to time, determine to
be necessary or useful in the performance of its obligations under the
Current Sub-Advisory Agreement. The Sub-Adviser also bears other costs of
rendering the investment advisory services performed by it pursuant to the
Current Sub-Advisory Agreement, including such clerical help and bookkeeping
services as it may require.
In return for the services it renders under the Current Sub-Advisory
Agreement, the Sub-Adviser is paid by the Investment Manager monthly
compensation equal to 40% of the Investment Manager's compensation receivable
pursuant to the Investment Management Agreement. Any subsequent change in the
Investment Management Agreement which has the effect of raising or lowering
the compensation of the Investment Manager will have the concomitant effect
of raising or lowering the fee payable to the Sub-Adviser. During the fiscal
year ended October 31, 1994, the Investment Manager accrued to the
Sub-Adviser compensation under the Sub-Advisory Agreement of $122,549, which
was equal to 40% of the investment management fee of $306,372 accrued by the
Trust to the Investment Manager under the Investment Management Agreement
during that fiscal year.
The Current Sub-Advisory Agreement provides that the operating expenses of
the Trust are subject to applicable limitations under rules and regulations
of states where the Trust is authorized to sell its shares. In the event the
operating expenses of the Trust, including amounts payable to the Investment
Manager pursuant to the Investment Management Agreement, exceed the expense
limitations applicable to the Trust imposed by the securities laws or
regulations thereunder, the Sub-Adviser will reduce its advisory fee to the
extent of 40% of such excess. During the fiscal year ended October 31, 1994,
the Trust's expenses did not exceed the expense limitations applicable to the
Trust.
The Investment Manager and Sub-Adviser have agreed, pursuant to the
Current Sub-Advisory Agreement, that neither the Investment Manager nor the
Sub-Adviser nor any of their affiliates which contain the names "Dean Witter"
or "BlackRock," respectively, will undertake to act as investment adviser or
sub-adviser for any U.S. registered open-end investment company other than
the Trust, which is sold primarily to retail investors and which utilizes the
same techniques utilized by the Sub-Adviser in connection with its
sub-advisory services to the Trust and whose investment objective and
policies and general asset allocation are the same as those of the Trust and
which is sponsored, distributed or managed by a U.S. registered broker-dealer
or one of its affiliates.
The Current Sub-Advisory Agreement provides that the Trust, to the full
extent permitted by applicable law, shall indemnify the Sub-Adviser and each
of the Sub-Adviser's partners, officers, employees and agents who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Trust) by
reason of the fact that he is or was a Trustee, partner, officer, employee,
or agent of the Trust or the Sub-Adviser acting in its capacity as
Sub-Adviser (an "Indemnified Person"). The indemnification shall be against
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by him in connection with the
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
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The Current Sub-Advisory Agreement also provides that the Trust shall
indemnify any Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or on
behalf of the Trust to obtain a judgment or decree in its favor by reason of
the fact that he is or was a Trustee, officer, employee, or agent of the
Trust or the Sub-Adviser acting in its capacity as Sub-Adviser. The
indemnification shall be against expenses, including attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Trust; except that no indemnification shall be made in respect of any claim,
issue, or matter as to which the person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Trust, except
to the extent that the court in which the action or suit was brought, or a
court of equity in the county in which the Trust has its principal office,
determines upon application that, despite the adjudication of liability but
in view of all circumstances of the case, the person is fairly and reasonably
entitled to indemnity for those expenses which the court shall deem proper,
provided such Indemnified Person is not adjudged to be liable by reason of
his willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
The Current Sub-Advisory Agreement provides that it shall continue in
effect until April 30, 1994 and that, after its initial period of
effectiveness, it will continue from year to year thereafter provided such
continuance is approved at least annually by the vote of a majority, as
defined in the 1940 Act, of the outstanding voting securities of the Trust or
by the Trustees of the Trust, and, in either event, by the vote cast in
person by a majority of such Trustees who are not parties to the Current
Sub-Advisory Agreement or "interested persons" of any such party (as defined
in the 1940 Act) at a meeting called for the purpose of voting on such
approval. The Current Sub-Advisory Agreement was last continued on April 8,
1994.
The Current Sub-Advisory Agreement also provides that it may be terminated
at any time by the Sub-Adviser, the Investment Manager, the Trustees of the
Trust or by a vote of the majority of the outstanding voting securities of
the Trust, in each instance without the payment of any penalty, on thirty
days notice and will automatically terminate upon assignment.
THE INVESTMENT MANAGER AND THE PRINCIPAL UNDERWRITER
Dean Witter InterCapital ("InterCapital") is the Trust's investment
manager. InterCapital maintains its offices at Two World Trade Center, New
York, New York 10048. InterCapital, which was incorporated in July, 1992, is
a wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), a balanced
financial services organization providing a broad range of nationally
marketed credit and investment products. In an internal reorganization which
took place in January, 1993, InterCapital assumed the investment advisory,
management and administrative activities previously performed by the
InterCapital Division of DWR. InterCapital also manages and advises or
administers portfolios of other investment companies and pension plans and
other institutional and individual investors.
The Principal Executive Officers and Directors of InterCapital, and their
principal occupations, are:
Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and Dean Witter Reynolds Inc. ("DWR") and Director of
InterCapital, Dean Witter Services Company Inc. ("DWSC") and Dean Witter
Distributors Inc. ("Distributors"); Richard M. DeMartini, President and Chief
Operating Officer of Dean Witter Capital, Executive Vice President of DWDC
and Director of Dean Witter Trust Company ("DWTC"), DWSC, DWR, Distributors
and InterCapital; James F. Higgins, President and Chief Operating Officer of
Dean Witter Financial, Executive Vice President of DWDC and Director of DWTC,
DWSC, DWR, Distributors and InterCapital; Charles A. Fiumefreddo, Executive
Vice President and Director of DWR, Chairman of the Board of Directors, Chief
Executive Officer and Director of InterCapital, DWSC
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and Distributors and Chairman of the Board of Directors and Director of DWTC;
Christine A. Edwards, Executive Vice President, Secretary and General Counsel
of DWDC, Executive Vice President, Secretary, General Counsel and Director of
DWR, Executive Vice President, Secretary, Chief Legal Officer and Director of
Distributors and Director of InterCapital and DWSC; and Thomas C. Schneider,
Executive Vice President and Chief Financial Officer of DWDC and Executive
Vice President, Chief Financial Officer and Director of DWSC, DWR,
Distributors and InterCapital.
Messrs. Fiumefreddo and Purcell also serve as Trustees of the Trust.
Messrs. Fiumefreddo and Purcell and certain other officers of the Trust own
securities of DWDC which, in the aggregate, constitute less than 1% of the
securities of each class outstanding.
The business address of the foregoing Directors and Executive Officers is
Two World Trade Center, New York, New York 10048.
InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
ninety investment companies and to pension plans and other institutional and
individual investors. Appendix I lists the investment companies for which
InterCapital provides investment management services and which have similar
investment objectives to that of the Trust, and sets forth the net assets and
fees payable by such companies, including the Trust.
Dean Witter Distributors Inc. ("Distributors") is the principal
underwriter of the Trust. Distributors maintains its offices at Two World
Trade Center, New York, New York 10048, and is a wholly-owned subsidiary of
DWDC.
DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC involving material amounts
which, in the opinion of its management, will be resolved with no material
effect on the consolidated financial position of the company.
During the fiscal year ended October 31, 1994, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Manager, transfer agency fees of $55,759.
THE SUB-ADVISER
The Sub-Adviser, BlackRock Financial Management L.P., formerly Blackstone
Financial Management L.P., is a Delaware limited partnership with offices at
345 Park Avenue, New York, New York 10154. The Sub-Adviser was organized in
April, 1988 by Laurence D. Fink, Ralph L. Schlosstein and partners of The
Blackstone Group ("Blackstone"), a private investment bank. The Sub-Adviser's
general partner is BFM Management Partners L.P. ("BFM Management"), a
Delaware limited partnership with offices at 345 Park Avenue, New York, New
York 10154. The general partner of BFM Management is BFM Management Corp., a
Delaware corporation, whose stock is owned by Messrs. Fink and Schlosstein.
The Sub-Adviser currently serves as investment adviser to individual and
institutional fixed income investors in the United States and overseas
through several funds and separately managed accounts with combined total
assets in excess of $22 billion as of September 30, 1994. Appendix II lists
the investment companies for which the Sub-Adviser serves as investment
adviser or sub-adviser and which have similar investment objectives to that
of the Trust, and sets forth the net assets and fees payable by such
companies, including the Trust.
The Principal Executive Officers and Directors of the Sub-Adviser and
their principal occupations are as follows: The business address of the
Directors and Executive Officers of the Sub-Adviser is 345 Park Avenue, New
York, New York 10154:
<TABLE>
<CAPTION>
NAME POSITION
- - - ------------------------ ---------------------------------------
<S> <C>
Laurence D. Fink Chairman and Chief Executive Officer
Ralph L. Schlosstein President
Robert S. Kapito Vice Chairman
Henry Gabbay Chief Operating Officer
</TABLE>
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AFFILIATED BROKER
Because DWR and InterCapital are under the common control of DWDC, DWR is
an affiliated broker of InterCapital. For the fiscal year ended October 31,
1994, the Trust paid no brokerage commissions to DWR.
VOTE REQUIRED
The New Sub-Advisory Agreement must be approved at the Meeting by a
majority of outstanding voting securities of the Trust. Such a majority means
the affirmative vote of the holders of (a) 67% or more of the shares of the
Trust present, in person or by proxy, at the Meeting, if the holders of more
than 50% of the outstanding shares are so present, or (b) more than 50% of
the outstanding shares of the Trust, whichever is less. If so approved, the
New Sub-Advisory Agreement will become effective upon the closing of the
Transaction and will continue in effect for an initial term expiring April
30, 1995. In the event the Shareholders do not approve the new Sub-Advisory
Agreement by the required majority vote, the Board will take such action as
it deems to be in the best interests of the Trust and its Shareholders, which
may include calling a special meeting of Shareholders to vote on another new
sub-advisory agreement.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business at the Meeting
or the vote required to approve or reject any proposal is not obtained, the
persons named as proxies may propose one or more adjournments of the Meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the Trust's shares present in person or
by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of
Proposal 1 and will vote against any such adjournment those proxies required
to be voted against that proposal.
SHAREHOLDERS PROPOSALS
The Trust does not hold regular shareholders meetings. Proposals of
Shareholders intended to be presented at the next meeting of Shareholders
must be received a reasonable time prior to the mailing of the proxy
materials sent in connection with the meeting, for inclusion in the proxy
statement for that meeting.
REPORTS TO SHAREHOLDERS
The Trust's most recent Annual Report, for the fiscal year ended October
31, 1994, is available without charge upon request from Adrienne Ryan at Dean
Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey City,
New Jersey 07311 (telephone 1-800-526-3143) (toll-free).
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is the intention of the persons named in the enclosed form of
proxy, or their substitutes, to vote all shares that they are entitled to
vote on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.
By Order of the Board of Trustees
SHELDON CURTIS
Secretary
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<PAGE>
APPENDIX I
InterCapital serves as investment manager or investment adviser to the
Trust and the other investment companies listed below which have similar
investment objectives to that of the Trust, with the net assets shown as of
January 5, 1995:
<TABLE>
<CAPTION>
NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 1/5/95 OR ADVISORY FEE RATE(S)
-------------- -------------------------------
<S> <C> <C>
1. DEAN WITTER HIGH YIELD SECURITIES INC.* ..... $ 433,369,273 0.50% ON ASSETS UP TO $500
MILLION, SCALED DOWN AT VARIOUS
ASSET LEVELS TO 0.30% ON ASSETS
over $3 billion
2. DEAN WITTER U.S. GOVERNMENT SECURITIES TRUST* $8,174,154,968 0.50% on assets up to $1
billion, scaled down at various
asset levels to 0.30% on assets
over $12.5 billion
3. DEAN WITTER CONVERTIBLE SECURITIES TRUST* ... $ 174,194,592 0.60% on assets up to $750
million, scaled down at various
asset levels to 0.425% on
assets over $3 billion
4. DEAN WITTER FEDERAL SECURITIES TRUST* ....... $ 810,793,868 0.55% on assets up to $1
billion, scaled down at various
asset levels to 0.35% on assets
over $12.5 billion
5. INTERCAPITAL INCOME SECURITIES INC.** ....... $ 204,238,900 0.50%
6. HIGH INCOME ADVANTAGE TRUST** ................ $ 151,302,657 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
7. HIGH INCOME ADVANTAGE TRUST II** ............. $ 202,805,272 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
8. HIGH INCOME ADVANTAGE TRUST III** ............ $ 78,367,321 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
9. DEAN WITTER INTERMEDIATE INCOME SECURITIES* . $ 225,223,829 0.60% on assets up to $500
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
10. DEAN WITTER WORLD WIDE INCOME TRUST* ........ $ 163,434,123 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
11. DEAN WITTER GOVERNMENT INCOME TRUST** ....... $ 466,123,342 0.60%
12. DEAN WITTER GLOBAL SHORT-TERM INCOME FUND INC.*$ 147,474,747 0.55% on assets up to $500
million and 0.50% on assets
over $500 million
13. DEAN WITTER PREMIER INCOME TRUST* ............ $ 39,055,585 0.50% (of which 40% is paid to
a Sub-Adviser)
14. DEAN WITTER SHORT-TERM U.S. TREASURY TRUST* . $ 323,036,274 0.35%
15. DEAN WITTER DIVERSIFIED INCOME TRUST* ....... $ 413,085,836 0.40%
16. DEAN WITTER SHORT-TERM BOND FUND* ............ $ 31,381,279 0.70%(1)
17. DEAN WITTER HIGH INCOME SECURITIES* ......... $ 116,020,039 0.50%
I-1
<PAGE>
<PAGE>
<CAPTION>
NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 1/5/95 OR ADVISORY FEE RATE(S)
-------------- -------------------------------
<S> <C> <C>
18. PRIME INCOME TRUST** ......................... $340,594,199 0.90% on assets up to $500
million and 0.85% on assets
over $500 million
19. DEAN WITTER RETIREMENT SERIES:*
(a) U.S. GOVERNMENT SECURITIES SERIES ....... $ 2,864,594 0.65%(2)
(b) INTERMEDIATE INCOME SECURITIES SERIES ... $ 555,249 0.65%(2)
20. DEAN WITTER VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO ............ $414,042,635 0.50%
(b) HIGH YIELD PORTFOLIO ..................... $111,995,657 0.50%
21. DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO ............. $ 402,625 0.40%(3)
(b) NORTH AMERICAN GOVERNMENT SECURITIES 0.65%(3) (of which 40% is paid
PORTFOLIO ....................................... $ 120,980 to a Sub-Adviser)
<FN>
* Open-end investment company.
** Closed-end investment company.
*** Open-end investment company offered only to life insurance companies
in connection with variable annuity and/or variable life insurance
contracts.
(1) InterCapital has undertaken to assume all operating expenses of Dean
Witter Short-Term Bond Fund (except for any brokerage fees) and to
waive the compensation provided for in its investment management
agreement with that company until June 30, 1995.
(2) InterCapital has undertaken to assume all operating expenses of the
Series of Dean Witter Retirement Series (except for any brokerage fees
and a portion of organizational expenses) and to waive the compensation
provided for in its investment management agreement with that company
in respect of each Series until such time as the pertinent Series has
$50 million of net assets or until July 31, 1995, whichever occurs
first.
(3) InterCapital has undertaken to assume all operating expenses of the
Portfolios of Dean Witter Select Dimensions Investment Series (except
for any brokerage fees and a portion of organizational expenses) and to
waive the compensation provided for in its investment management
agreement with that company in respect of each Portfolio until such
time as the pertinent Portfolio has $50 million of net assets or until
May 9, 1995, whichever occurs first.
</TABLE>
I-2
<PAGE>
<PAGE>
APPENDIX II
BlackRock Financial Management L.P. serves as investment adviser or
sub-adviser for the Trust and the other registered investment companies
listed below which have investment objectives similar to that of the Trust:
<TABLE>
<CAPTION>
NET ASSETS AS CURRENT
OF 12/31/94 (IN ADVISORY FEE
ADVISER: THOUSANDS) RATE
--------------- --------------
<S> <C> <C>
THE BLACKROCK INCOME TRUST INC.* ......................... $ 447,977 0.65%
THE BLACKROCK TARGET TERM TRUST INC.* .................... 859,827 0.45% (1)
THE BLACKROCK ADVANTAGE TERM TRUST INC.* ................. 85,630 0.60% (2)
THE BLACKROCK STRATEGIC TERM TRUST INC.* ................. 467,110 0.60% (3)
THE BLACKROCK 1998 TERM TRUST INC.* ...................... 526,339 0.50% (4)
THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST
INC.* ................................................... 348,355 0.60%
THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC.* ....... 302,114 0.60% (5)
THE BLACKROCK 1999 TERM TRUST INC.* ...................... 181,939 0.40%
THE BLACKROCK 2001 TERM TRUST INC.* ...................... 1,142,882 0.40%
THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST
INC.* ................................................... 34,838 0.55%
THE BFM INSTITUTIONAL TRUST INC.** ....................... 128,867 0.30% (6)
INVESTMENT SUBADVISER:
THE BLACKROCK GOVERNMENT INCOME TRUST INC.** ............. 56,993 0.25%
DEAN WITTER PREMIER INCOME TRUST** ....................... 38,607 0.20%
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND** ... 187,208 0.20%
ACCESSOR FUNDS, INC.--MORTGAGE SECURITIES PORTFOLIO** ... 33,033 0.25% (7)
FRANK RUSSELL INVESTMENT COMPANY** ....................... 80,523 0.25% (8)
SIERRA TRUST FUNDS:
U.S. GOVERNMENT FUND** ................................... 470,836 0.20% (9)
VARIABLE TRUST FUND*** ................................... 42,976 0.20% (9)
<FN>
* Closed-End Registered Investment Company
** Open-End Registered Investment Company
*** Open-End Registered Investment Company offered through a variable
annuity contract
(1) This advisory fee rate remains in effect until December 31, 1996.
Thereafter, the advisory fee rate changes to .30% per annum until the
fund terminates on or about December 31, 2000. From inception through
December 31, 1992 the advisory fee rate was .60%.
(2) This advisory fee rate remains in effect until December 31, 1995. From
January 1, 1996 until December 31, 2000, the advisory fee rate changes
to .50% per annum. Thereafter, the advisory fee rate changes to .40%
per annum until the fund terminates on or about December 31, 2005.
(3) This advisory fee rate remains in effect until December 31, 1994. From
January 1, 1995 until December 31, 1998, the advisory fee rate changes
to .45% per annum. Thereafter, the advisory fee rate changes to .30%
per annum until the fund terminates on or about December 31, 2002.
(4) This advisory fee rate remains in effect until December 31, 1994. From
January 1, 1995 until December 31, 1996, the advisory fee rate changes
to .40% per annum. Thereafter, the advisory fee rate changes to .30%
per annum until the fund terminates on or about December 31, 1998.
(5) This advisory fee rate remains in effect until December 31, 1998. From
January 1, 1999 until December 31, 2002, the advisory fee rate changes
to .50% per annum. Thereafter, the advisory fee rate changes to .40%
per annum until the fund terminates on or about December 31, 2004.
(6) The BlackRock Institutional Trust is a series of no-load, open-end
mutual funds which currently consist of the Short Duration Portfolio
and the Core Fixed Income Portfolio. The Short Duration Portfolio's
advisory fee rate is .30%, while the Core Fixed Income Portfolio's
advisory fee rate is .35%. However the adviser currently has agreed to
waive .05% of the Core Fixed Income Portfolio's fee.
(7) Maximum fee that can be earned is .25% (portion of fee is fixed and
balance based on performance).
(8) .25% of 1st $100 million and .20% in excess of $100 million.
(9) .20% of 1st $150 million and .15% in excess of $150 million. Once the
new sub-advisory agreement is approved by shareholders, the
sub-advisory fee is as follows: .185% on 1st $650 million, .15% on net
assets in excess of $650 million but less than $1 billion, and .10% in
excess of $1 billion.
</TABLE>
II-1
<PAGE>
<PAGE>
DEAN WITTER PREMIER INCOME TRUST
SPECIAL MEETING OF SHAREHOLDERS--FEBRUARY 17, 1995
PROXY
The undersigned hereby appoints EDMUND C. PUCKHABER, SHELDON CURTIS,
ROBERT M. SCANLAN, or any of them, proxies, each with the power of
substitution, to vote on behalf of the undersigned at the Special Meeting of
Shareholders of the DEAN WITTER PREMIER INCOME TRUST on February 17, 1995 at
9:00 a.m., New York City time, and at any adjournment thereof, on the
proposal set forth in the Notice of Meeting dated January 9, 1995:
THIS PROXY IS SOLICITED BY THE TRUSTEES. THE TRUSTEES RECOMMEND A VOTE FOR
THE PROPOSAL LISTED ON THE REVERSE SIDE HEREOF. THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS INDICATED.
(Continued, and to be dated and signed on reverse side.)
<PAGE>
<PAGE>
1. APPROVAL OF NEW SUB-ADVISORY AGREEMENT BETWEEN DEAN WITTER INTERCAPITAL
INC. AND BLACKROCK FINANCIAL MANAGEMENT L.P.:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and in their discretion in the transaction of any other business which may
properly come before the meeting.
062
Please sign personally. If the share is registered in more than one name,
each joint owner or each fiduciary should sign personally. Only authorized
officers should sign for corporations.
Dated
- - - -----------------------------------------------------------------------------
Signature
- - - -----------------------------------------------------------------------------
Signature
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
