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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
InterCapital Insured Municipal Income Trust . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)
Lou Anne D. McInnis . . . . . . . . . . . . . . . . . . . . . . .
(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:
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4) Date Filed:
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PRELIMINARY COPY
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ONLY
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 25, 1994
The Annual Meeting of Shareholders of INTERCAPITAL INSURED MUNICIPAL
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
October 25, 1994, at 9:00 a.m., New York City time, for the following
purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. To elect ten (10) Trustees, three (3) to serve until the 1995
Annual Meeting, four (4) to serve until the 1996 Annual Meeting, and
three (3) to serve until the 1997 Annual Meeting, or, in each case, until
their successors shall have been elected and qualified;
2. To approve or disapprove the continuance of the Trust's currently
effective Investment Management Agreement with Dean Witter InterCapital
Inc.;
3. To ratify or reject the selection of Price Waterhouse as the
Trust's independent accountants for the fiscal year ending October 31,
1995; and
4. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
MATTER TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
To elect two (2) Trustees, one (1) to serve until the 1995 Annual Meeting,
and one (1) to serve until the 1997 Annual Meeting, or, in each case, until
his successor shall have been elected and qualified.
Shareholders of record as of the close of business on July 29, 1994 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
the proposal to approve continuance of the Investment Management Agreement
and will vote against any such adjournment those proxies to be voted against
that proposal.
SHELDON CURTIS,
Secretary
August , 1994
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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INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 25, 1994
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of INTERCAPITAL INSURED MUNICIPAL
INCOME TRUST (the "Trust"), for use at the Annual Meeting of Shareholders of
the Trust to be held on October 25, 1994 (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 for each of the nominees for election as
Trustee to be elected by all Shareholders and for each of the nominees for
election as Trustee to be elected by only the Preferred Shareholders and in
favor of Proposals 2 and 3 as set forth in the attached Notice of Annual
Meeting of Shareholders. A proxy may be revoked at any time prior to its
exercise by any of the following: written notice of revocation to the
Secretary of the 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 July 29, 1994, 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 July 29, 1994, there were
Common Shares of beneficial interest outstanding and Preferred
Shares of beneficial interest outstanding, 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 cost of soliciting proxies for the Meeting, consisting principally of
mailing and printing expenses, will be borne by the Trust. 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 Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Manager"), without special compensation
therefor. The first mailing of this proxy statement is expected to be made on
or about August , 1994.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at twelve. At this first Shareholder Meeting of
the Trust, twelve nominees are to be elected to the Trust's Board of Trustees
in accordance with the Trust's Declaration of Trust. There are currently
twelve Trustees, four of whom (Jack F. Bennett, Michael Bozic, Charles A.
Fiumefreddo and John E. Jeuck) are standing for election until the 1995
Annual Meeting, four of whom (Manuel H. Johnson, Paul Kolton, John L.
Schroeder and Edward R. Telling) are standing for election until the 1996
Annual Meeting and four of whom (Edwin J. Garn, John R. Haire, Michael E.
Nugent and Philip J. Purcell) are standing for election until the 1997 Annual
Meeting. At the Meeting pursuant to the Trust's Declaration of Trust, ten
Trustees are to be elected to the
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Trust's Board of Trustees by the holders of the Common Shares and the
Preferred Shares voting together as a single class. Additionally, pursuant to
the Declaration of Trust and the Investment Company Act of 1940 (the "Act"),
two Trustees are to be elected to the Trust's Board of Trustees by the
holders of the Preferred Shares voting separately as a single class.
Nine of the current twelve Trustees (Jack F. Bennett, Michael Bozic, Edwin
J. Garn, John R. Haire, John E. Jeuck, Manuel H. Johnson, Paul Kolton,
Michael E. Nugent, and John L. Schroeder) are "Independent Trustees", that
is, Trustees who are not "interested persons" of the Trust, as that term is
defined in the Act. The nominees for election as Trustees have been proposed
by the Trustees now serving or, in the case of the nominees for positions as
Independent Trustees, by the Independent Trustees now serving. Messrs. Bozic,
Purcell and Schroeder were elected as Trustees by the Trustees on April 8,
1994. All of the other Trustees were previously elected by InterCapital, the
Trust's then sole shareholder, prior to the public offering of shares of the
Trust.
The Board has two committees -- an Audit Committee and a Committee of the
Independent Trustees, consisting, in both cases, of the Independent Trustees.
Mr. Haire serves as the Chairman of both Committees. There are no nominating
or compensation committees of the Board.
The functions of the Audit Committee are: recommendation to the Trustees
of the engagement or discharge of the Trust's independent accountants;
direction and supervision of investigations into matters within the scope of
the independent accountants' duties, including the power to retain outside
specialists; review with the independent accountants of the audit plan and
results of the auditing engagement; approval of each professional service,
audit and non-audit, provided by the independent accountants and other
accounting firms prior to the performance of such service; review of the
independence of the independent accountants; consideration of the range of
audit and non-audit fees; review of the adequacy of the Trust's system of
internal accounting controls; advice to the independent accountants and
personnel of management that they have direct access to the Committee at all
times; and preparation and submission of Committee meeting minutes to the
full Board.
The functions of the Committee of the Independent Trustees are:
recommendation to the full Board of approval of any management, advisory
and/or administration agreements; recommendations to the full Board of any
underwriting and/or distribution agreements; review of the fidelity bond and
premium allocation; review of errors and omissions, uncollectible items of
deposit and any other joint insurance policies and premium allocation; review
of, and monitoring of compliance with, procedures adopted pursuant to certain
rules promulgated under the Act; review of, and monitoring of compliance
with, guidelines and procedures for effecting principal transactions in
certain taxable money market instruments with Dean Witter Reynolds Inc.
("DWR"); and such other duties as the Independent Trustees shall, from time
to time, conclude are necessary to carry out their duties under the Act.
The nominees of the Board of Trustees for election as Trustees are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
Jack F. Bennett, Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John
R. Haire, John E. Jeuck, Manuel H. Johnson, Paul Kolton, Michael E. Nugent,
Philip J. Purcell, John L. Schroeder and Edward R. Telling. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Board of Trustees of the Trust may recommend. All of
the nominees have consented to being named in this proxy statement and to
serve if elected. The Trust knows no reason why said nominees would be unable
or unwilling to accept nomination or election. Trustees will be elected by a
plurality of the votes cast at the meeting. Abstentions and broker
"non-votes" will have the same effect as a vote against the proposal.
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Pursuant to the provisions of the Declaration of Trust, the nominees for
election as Trustees are divided into three separate classes, each class
having a term of three years. The term of office of one of each of the three
classes will expire each year.
The Board has determined that the nominees for election as Trustee shall
be standing for election as Trustee in each of the three classes of Trustee
as follows: Class I -- Messrs. Bennett, Bozic, Fiumefreddo and Jeuck; Class
II -- Messrs. Johnson, Kolton, Schroeder and Telling; and Class III --
Messrs. Garn, Haire, Nugent and Purcell. Each nominee will, if elected, serve
a term of up to approximately three years running for the period assigned to
that class and terminating at the date of the Annual Meeting of Shareholders
so designated by the Board, or any adjournment thereof. The term of office of
Trustees of Class I shall expire on the date of the Trust's second annual
meeting of Shareholders; of Class II on the date of the Trust's third annual
meeting; and of Class III on the date of the Trust's fourth annual meeting.
As a consequence of this method of election, the replacement of a majority of
the Board could be delayed for up to two years. In addition, the Board has
further determined that one each of the Class I Trustees and the Class III
Trustees will be designated to be elected by the Preferred Shareholders
voting separately. In this regard, Charles A. Fiumefreddo and John R. Haire
have been designated as the nominees to be elected to the Trust's Board of
Trustees by the Preferred Shareholders, the terms of each to expire with his
designated Class. In accordance with the above, the Class I Trustees will
serve until the 1995 Annual Meeting, the Class II Trustees will serve until
the 1996 Annual Meeting and the Class III Trustees will serve until the 1997
Annual Meeting or until their successors shall have been elected and
qualified.
The following information regarding each of the nominees for election as
Trustee and each of the members of the Board includes his principal
occupations and employment for at least the last five years, his age, shares
of the Trust owned, if any, as of July 29, 1994 (shown in parentheses),
positions with the Trust, and directorships or trusteeships in other
companies which file periodic reports with the Securities and Exchange
Commission, including other investment companies for which InterCapital
serves as investment manager or investment adviser, namely, InterCapital
Income Securities Inc., InterCapital Insured Municipal Bond Trust,
InterCapital Quality Municipal Investment Trust, InterCapital Quality
Municipal Income Trust, InterCapital Insured Municipal Trust, InterCapital
Insured Municipal Income Trust, InterCapital California Insured Municipal
Income Trust, InterCapital California Quality Municipal Securities,
InterCapital New York Quality Municipal Securities, InterCapital Insured
Municipal Securities, InterCapital Insured California Municipal Securities,
Dean Witter High Yield Securities Inc., Dean Witter Liquid Asset Fund Inc.,
Dean Witter Variable Investment Series, Dean Witter Select Municipal
Reinvestment Fund, Dean Witter U.S. Government Money Market Trust, Dean
Witter U.S. Government Securities Trust, Dean Witter Tax-Exempt Securities
Trust, Dean Witter Tax-Free Daily Income Trust, Dean Witter American Value
Fund, Dean Witter Convertible Securities Trust, Dean Witter Dividend Growth
Securities Inc., Dean Witter Global Short-Term Income Fund Inc., Dean Witter
Natural Resource Development Securities Inc., Dean Witter Pacific Growth Fund
Inc., Dean Witter Federal Securities Trust, Dean Witter World Wide Investment
Trust, Dean Witter Developing Growth Securities Trust, Dean Witter California
Tax-Free Income Fund, Dean Witter New York Tax-Free Income Fund, Dean Witter
Strategist Fund, Dean Witter Managed Assets Trust, Dean Witter Value-Added
Market Series, Dean Witter Utilities Fund, Dean Witter California Tax-Free
Daily Income Trust, Dean Witter Global Dividend Growth Securities, Dean
Witter Limited Term Municipal Trust, Dean Witter Short-Term Bond Fund, Dean
Witter Global Utilities Fund, Dean Witter High Income Securities, Dean Witter
National Municipal Trust, Dean Witter International SmallCap Fund, High
Income Advantage Trust, High Income Advantage Trust II, High Income Advantage
Trust III, Dean Witter World Wide Income Trust, Dean Witter Intermediate
Income Securities, Dean Witter European Growth Fund Inc., Dean Witter
Precious Metals and Minerals Trust, Dean Witter Capital Growth Securities,
Dean Witter New York Municipal Money Market Trust, Dean Witter Multi-State
Municipal Series Trust, Dean Witter Short-Term U.S. Treasury Trust, Dean
Witter Retirement
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Series, Active Assets California Tax-Free Trust, Active Assets Money Trust,
Active Assets Tax-Free Trust, Active Assets Government Securities Trust, Dean
Witter Diversified Income Trust, Dean Witter Government Income Trust, Dean
Witter Premier Income Trust, Municipal Income Trust, Municipal Income Trust
II, Municipal Income Trust III, Municipal Income Opportunities Trust,
Municipal Income Opportunities Trust II, Municipal Income Opportunities Trust
III, Prime Income Trust, Municipal Premium Income Trust, and Dean Witter
Health Sciences Trust (these investment companies, including the Trust, are
referred to herein collectively as the "Dean Witter Funds"), and investment
companies for which InterCapital's wholly-owned subsidiary, Dean Witter
Services Company Inc. ("DWSC"), serves as manager and TCW Funds Management,
Inc. serves as investment adviser, namely, TCW/DW Core Equity Trust, TCW/DW
North American Government Income Trust, Dean Witter Latin American Growth
Fund, TCW/DW Income and Growth Fund, TCW/DW Balanced Fund, TCW/DW Small Cap
Growth Fund, TCW/DW North American Intermediate Income Trust, TCW/DW Emerging
Markets Opportunities Trust, TCW/DW Term Trust 2000, TCW/DW Term Trust 2002
and TCW/DW Term Trust 2003 (the "TCW/DW Funds").
The nominees for Trustees to be elected by all Shareholders are:
JACK F. BENNETT, Trustee since April, 1993; age 70; retired; Director or
Trustee of the Dean Witter Funds; formerly Senior Vice President and Director
of Exxon Corporation (1975-1989) and Under Secretary of the U.S. Treasury for
Monetary Affairs (1974-1975); Director of Philips Electronics N.V., Tandem
Computers Inc. and Massachusetts Mutual Insurance Co.; Director or Trustee of
various not-for-profit and business organizations.
MICHAEL BOZIC, Trustee since April, 1994; age 53; President and Chief
Executive Officer of Hills Department Stores (since May, 1991); formerly
Chairman and Chief Executive Officer (January, 1987-August, 1990) and
President and Chief Operating Officer (August, 1990-February, 1991) of the
Sears Merchandise Group of Sears, Roebuck and Co. ("Sears"); Director or
Trustee of the Dean Witter Funds; Director of Harley Davidson Credit Inc.,
the United Negro College Fund and Domain Inc. (home decor retailer).
EDWIN JACOB (JAKE) GARN, Trustee since April, 1993; age 61; Director or
Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly
Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle
Discovery (April 12-19, 1985); Vice Chairman, Huntsman Chemical Corporation
(since January, 1993); Member of the board of various civic and charitable
organizations.
DR. JOHN E. JEUCK, Trustee since April, 1993; age 77; retired; Director or
Trustee of the Dean Witter Funds; formerly Robert Law Professor of Business
Administration, Graduate School of Business, University of Chicago (until
July, 1989); Business consultant.
DR. MANUEL H. JOHNSON, Trustee since April, 1993; age 45; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Koch Professor of
International Economics and Director of the Center for Global Market Studies
at George Mason University (since September, 1990); Co-Chairman and a founder
of the Group of Seven Council (G7C), an international economic commission
(since September, 1990); Director or Trustee of the Dean Witter Funds;
Trustee of the TCW/DW Funds; Director of Greenwich Capital Markets Inc.
(broker-dealer); formerly Vice Chairman of the Board of Governors of the
Federal Reserve System (February, 1986-August, 1990) and Assistant Secretary
of the U.S. Treasury (1982-1986).
PAUL KOLTON, Trustee since April, 1993; age 71; Director or Trustee of the
Dean Witter Funds; Chairman of the Audit Committee and Chairman of the
Committee of the Independent Trustees and Trustee of the TCW/DW Funds;
formerly Chairman of Financial Accounting Standards Advisory Council;
formerly Chairman and Chief Executive Officer of the American Stock Exchange;
Director of UCC Investors Holding Inc. (Uniroyal Chemical Company, Inc.);
Director or Trustee of various not-for-profit organizations.
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MICHAEL E. NUGENT, Trustee since April, 1993; age 58; General Partner,
Triumph Capital, L.P., a private investment partnership (since April, 1988);
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(September, 1984-March, 1988); Director of various business organizations.
<F1>
PHILIP J. PURCELL,* Trustee since April, 1994; age 50; Chairman
of the Board of Directors and Chief Executive Officer of Dean Witter,
Discover & Co. ("DWDC"), Dean Witter Reynolds Inc. ("DWR") and Novus Credit
Services Inc; Director of InterCapital, DWSC and Dean Witter Distributors
Inc. ("Distributors"); Director or Trustee of the Dean Witter Funds; Director
and/or officer of various DWDC subsidiaries.
JOHN L. SCHROEDER, Trustee since April, 1994; age 64; Executive Vice
President and Chief Investment Officer of The Home Insurance Company (since
August, 1991); Director or Trustee of the Dean Witter Funds; Director of
Citizens Utilities Company; formerly Chairman and Chief Investment Officer of
Axe-Houghton Management and the Axe-Houghton Funds (April, 1983-June, 1991)
and President of USF&G Financial Services, Inc. (June, 1990-June, 1991).
EDWARD R. TELLING,* Trustee since April, 1993; age 75; retired; Director
or Trustee of the Dean Witter Funds; formerly Chairman of the Board of
Directors and Chief Executive Officer (1978-1985) and President (January,
1981-March, 1982 and February, 1984-August, 1984) of Sears; formerly Director
of Sears.
The nominees to be elected by only the Preferred Shareholders are:
CHARLES A. FIUMEFREDDO,* Trustee since March, 1993; age 61; Chairman,
Chief Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the Dean Witter Funds; Chairman,
Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and
Director of Dean Witter Trust Company ("DWTC"); Director and/or officer of
various DWDC subsidiaries; formerly Executive Vice President and Director of
DWDC (until February, 1993).
JOHN R. HAIRE, Trustee since April, 1993; age 69; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education (1978-October,
1989) and Chairman and Chief Executive Officer of Anchor Corporation, an
investment adviser (1964-1978); Director of Washington National Corporation
(insurance) and Bowne & Co., Inc. (printing).
The executive officers of the Trust other than shown above are: Sheldon
Curtis, Vice President, Secretary and General Counsel; David A. Hughey, Vice
President; Robert M. Scanlan, Vice President; Edmund C. Puckhaber, Vice
President; James F. Willison, Vice President; and Thomas F. Caloia,
Treasurer. In addition, Peter M. Avelar, Katherine H. Stromberg, Joseph
Arcieri and Jonathan R. Page are Vice Presidents of the Trust and Marilyn K.
Cranney, Barry Fink, Lawrence S. Lafer, Lou Anne D. McInnis and Ruth Rossi
serve as Assistant Secretaries. Mr. Curtis is 62 years old and is currently
Senior Vice President and General Counsel of InterCapital and DWSC and
Assistant Secretary of DWR and DWDC; he is also Senior Vice President,
Assistant Secretary and Assistant General Counsel of Distributors and Senior
Vice President and Secretary of DWTC. Mr. Scanlan is 58 years old and is
currently President and Chief Operating Officer of InterCapital (since March,
1993) and DWSC; he is also Executive Vice President of Distributors and
Executive Vice
- - ---------------
* Messrs. Fiumefreddo, Purcell and Telling may be deemed "interested
persons", as defined in Section 2(a)(19) of the Act, of the Trust and its
Investment Manager, due to their affiliation with the Investment Manager
and/or its affiliated companies.
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President and Director of DWTC. He was previously Executive Vice President of
InterCapital (November, 1990-March, 1993) and prior thereto was Chairman of
Harborview Group Inc. Mr. Hughey is 62 years old and is currently Executive
Vice President and Chief Administrative Officer of InterCapital and DWSC; he
is also Executive Vice President and Chief Administrative Officer of
Distributors and DWTC as well as a Director of DWTC. He was previously
President of DWTC (October, 1989-March, 1993). Mr. Puckhaber is 54 years old
and is currently Executive Vice President of InterCapital (since January,
1991). Mr. Willison is 50 years old and is currently Senior Vice President of
InterCapital. Mr. Caloia is 48 years old and is currently First Vice
President of InterCapital and DWSC. Mr. Avelar is 34 years old and is
currently Senior Vice President of InterCapital. He was previously employed
by PaineWebber Asset Management as a senior portfolio manager (March,
1989-December, 1990). Ms. Stromberg is 45 years old and is currently Vice
President of InterCapital (since April, 1992). She was formerly a portfolio
manager with InterCapital (October, 1991-April, 1992) and Vice President of
Kidder Peabody Asset Management (October, 1985-October, 1991). Mr. Arcieri is
45 years old and is currently Vice President of InterCapital. Mr. Page is 47
years old and is currently Senior Vice President of InterCapital. Other than
Mr. Scanlan, Mr. Avelar and Ms. Stromberg, each of the above officers has
been an employee of InterCapital or DWR (formerly the corporate parent of
InterCapital) for over five years.
Messrs. Fiumefreddo, Purcell and Telling, who serve as Trustees of the
Trust, own securities of DWDC which, in the aggregate, constitute less than
1% of the securities of each class outstanding.
Each of the Independent Trustees is paid by the Trust an annual retainer
fee of $1,200 plus $50 for each meeting of the Board, the Audit Committee or
the Committee of the Independent Trustees attended by the Trustee in person
(the Trust pays the Chairman of the Audit Committee an additional annual fee
of $1,000 and pays the Chairman of the Committee of the Independent Trustees
an additional annual fee of $2,400, in each case inclusive of the Committee
meeting fees), together with any out-of-pocket expenses incurred by them in
connection with attendance at any such meetings. The Trust pays no
remuneration to any Trustee who is not an Independent Trustee or to any of
the Trust's officers. For the period from February 26, 1993 (commencement of
operations) through October 31, 1993, the Trust accrued a total of $12,925
for Trustees' fees and expenses. Commencing January 1, 1994, the Trust has
adopted a retirement program under which an Independent Trustee who retires
after a minimum required period of service would be entitled to retirement
payments upon reaching the eligible retirement date (normally, after
attaining age 72) based upon length of service and computed as a percentage
of one-fifth of the total compensation earned by such Trustee for service to
the Trust in the five-year period prior to the date of the Trustee's
retirement. During the period ended October 31, 1993, the Board held one
meeting, and the Audit Committee and the Committee of the Independent
Trustees, which are both presently comprised of the nine Independent
Trustees, held no meetings and one meeting, respectively. No Independent
Trustee attended fewer than 75% of the meetings of the Board of Trustees, the
Audit Committee and the Committee of the Independent Trustees held while he
served in such positions.
(2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE
INVESTMENT MANAGEMENT AGREEMENT
The Trust's investments are managed by Dean Witter InterCapital Inc.
(referred to herein as the "Investment Manager" or "InterCapital"), pursuant
to an Investment Management Agreement dated June 30, 1993 (referred to herein
as the "Management Agreeent", a copy of which is attached hereto as Exhibit
A), which took effect upon the distribution by Sears to its shareholders of
all the common shares of DWDC (the parent company of InterCapital) then owned
by Sears.
The Management Agreement was approved by the Board of Trustees of the
Trust, including all of the Independent Trustees, at a meeting held on
October 30, 1992 in order to assure continuity of investment services in the
event of the planned distribution by Sears of the shares of DWDC, and was
approved by
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InterCapital, the then sole shareholder of the Trust, on February 19, 1993.
The present Management Agreement supercedes an earlier management agreement
originally approved by the Trustees on July 29, 1993 and also approved by
InterCapital, as the sole shareholder on February 19, 1993. In an internal
reorganization which took place in January, 1993, InterCapital assumed the
investment management activities previously performed by the InterCapital
Division of DWR. The assumption by InterCapital of DWR's rights and
obligations under this earlier management agreement in connection with the
reorganization was also approved by the Trustees on October 30, 1992, and by
InterCapital as the sole shareholder on February 19, 1993. In the event
shareholders do not approve continuance of the Management Agreement by the
required majority vote at the forthcoming meeting or an adjournment thereof,
the Board of Trustees of the Trust will take such action as it deems to be in
the best interest of the Trust and its shareholders, which may include
calling a special meeting of shareholders to vote on a new investment
management agreement or continuance of the present Management Agreement until
the next Annual Meeting of Shareholders.
In considering whether or not to approve the Management Agreement, the
Board of Trustees reviewed the terms of the agreement and considered all
materials and information deemed relevant to its determination. Among other
things, the Board considered the nature and scope of services to be rendered,
the quality of the Investment Manager's services and personnel, and the
appropriateness of the fees that are paid under the Management Agreement.
Based upon its review, the Board of Trustees, including all of the
Independent Trustees, determined that the approval of the Management
Agreement was in the best interests of the Trust and its shareholders.
The favorable vote of a majority of the outstanding voting securities of
the Trust is required for the approval of the Management Agreement. Such a
majority is defined in the Act as the lesser of (a) 67% or more of the shares
present at the Meeting, if the holders of more than 50% of the outstanding
shares of the Trust are present or represented by proxy, or (b) more than 50%
of the outstanding shares. Abstentions and broker "non-votes" will have the
same effect as a vote against the proposal.
THE INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT
The Management Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy, securities
and commodity markets and securities and commodities as it deems necessary or
useful to discharge its duties under the Management Agreement, and that it
shall continuously supervise the management of the assets of the Trust in a
manner consistent with the investment objectives and policies of the Trust
and subject to such other limitations and directions as the Board may, from
time to time, prescribe.
The Management Agreement provides that the Investment Manager shall
continuously manage the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Manager has authority to place
orders for the purchase and sale of portfolio securities on behalf of the
Trust without prior approval of its Trustees. The Trustees review the
investment portfolio at their regular meetings. In addition, the Investment
Manager pays the compensation of the officers of the Trust and provides the
Trust with office space and equipment and such clerical help and bookkeeping
services and telephone service, heat, light, power and other utilities. The
Investment Manager also pays for the services of personnel in connection with
the pricing of the Trust's shares and the preparation of prospectuses, proxy
statements and reports required to be filed with the Federal and state
securities commissions (except insofar as the participation or assistance of
independent accountants and attorneys is, in the opinion of the Investment
Manager, necessary or desirable). In return for its investment services and
the expenses which the Investment Manager assumes under the Management
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Agreement, the Trust pays the Investment Manager compensation which is
accrued daily and payable monthly and which is determined by applying the
annual rate of 0.35% to the Trust's average weekly net assets. Pursuant to
the Management Agreement, the Trust accrued to the Investment Manager total
compensation of $1,682,014 during the fiscal period ended October 31, 1993.
The net assets of the Trust totalled $783,878,533 at October 31, 1993.
Under the Management Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Manager, including, without limitation: charges and expenses of
any registrar, custodian or depository appointed by the Trust for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Trust; brokers' commissions chargeable to the Trust in connection with
portfolio securities transactions to which the Trust is a party; all taxes,
including securities or commodities issuance and transfer taxes, and fees
payable by the Trust to Federal, state or other govenmental agencies; costs
and expenses of engraving or printing certificates representing shares of the
Trust; all costs and expenses in connection with registration and maintenance
of registration of the Trust and of its shares with the Securities and
Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel) and the costs and
expense of preparing, printing (including typesetting) and distributing
prospectuses for such purposes; all expenses of shareholders' and Trustees'
meetings and of preparing, printing and mailing proxy statements and reports
to shareholders; fees and travel expenses of Trustees or members of any
advisory board or committee who are not employees of the Investment Manager
or any corporate affiliate of the Investment Manager; all expenses incident
to the payment of any dividend or distribution program; charges and expenses
of any outside pricing services; charges and expenses of legal counsel,
including counsel to the Independent Trustees of the Trust, and independent
accountants in connection with any matter relating to the Trust (not
including compensation or expenses of attorneys employed by the Investment
Manager); membership dues of industry associations; interest payable on Trust
borrowings; fees and expenses incident to the listing of the Trust's shares
on any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and
all other charges and costs of the Trust's operations unless otherwise
explicitly provided in the Management Agreement.
The Management Agreement provides that it shall continue in effect until
April 30, 1995 and that, after the initial period of effectiveness, it will
continue in effect from year to year thereafter provided such continuance is
approved at least annually by vote of a majority, as defined in the 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 the
Trustees who are not parties to the Management Agreement or "interested
persons" of any such party (as defined in the Act) at a meeting called for
the purpose of voting on such approval.
The Management Agreement also provides that it may be terminated at any
time by the Investment Manager, the Trustees of the Trust or by a vote of a
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 any assignment.
Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and its wholly- owned subsidiary, Dean Witter Services Company
Inc. ("DWSC"), DWSC began to provide the administrative services to the Trust
which were previously performed directly by InterCapital. The foregoing
internal reorganization did not result in any change in the nature or scope
of the administrative services being provided to the Trust or any of the fees
being paid by the Trust for the overall services being performed under the
terms of the Management Agreement.
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THE INVESTMENT MANAGER
Dean Witter InterCapital Inc. 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.
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:
Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President, Chief Operating Officer of Dean Witter
Capital and Director of DWR, Distributors, InterCapital and DWSC; James F.
Higgins, President, Chief Operating Officer of Dean Witter Financial and
Director of DWR, Distributors, InterCapital and DWSC; Charles A. Fiumefreddo,
Executive Vice President and Director of DWR and Chairman of the Board of
Directors and Chief Executive Officer of InterCapital, DWSC and Distributors;
Christine A. Edwards, Executive Vice President, Secretary, General Counsel
and Director of DWR and Distributors, and Director of InterCapital and DWSC;
and Thomas C. Schneider, Executive Vice President, Chief Financial Officer
and Director of DWR, Distributors, InterCapital and DWSC.
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
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and sets forth
the net assets and fees payable by such companies.
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 period ended October 31, 1993, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Manager, transfer agency fees of $111,362.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the general supervision of the Board, the Investment Manager is
responsible for decisions to buy and sell securities for the Trust and
arranges for the execution of portfolio securities transactions on behalf of
the Trust. Purchases of portfolio securities are made from dealers,
underwriters and issuers; sales, if any, prior to maturity, are made to
dealers and issuers. The Trust does not normally incur any brokerage
commission expense on such transactions. In accordance with its investment
policies, the Trust's principal investments are in debt securities which are
generally traded on a "net" basis with dealers acting as principal for their
own accounts without a stated commission, although the price of the security
usually includes a profit to the dealer. Securities purchased in underwritten
offerings include a fixed amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount. When
securities are purchased or sold directly from or to an issuer, no
commissions or discounts are paid. Options and futures transactions will
usually be effected through a broker and a commission will be charged. On
occasion, the Trust may also purchase certain money market instruments
directly from an issuer, in which case no commissions or discounts are paid.
The policy of the Trust regarding purchases and sales of securities for
its portfolio is that primary consideration will be given to obtaining the
most favorable price and efficient execution of transactions. In
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seeking to implement the Trust's policy, the Investment Manager will effect
transactions with those dealers who the Investment Manager believes provide
the most favorable prices and are capable of providing efficient executions.
If the Investment Manager believes such price and execution can be obtained
from more than one dealer, it may give consideration to placing portfolio
transactions with those dealers who also furnish research and other services
to the Trust or the Investment Manager. Such services may include, but are
not limited to, any one or more of the following: information as to the
availability of securities for purchase or sale; statistical or factual
information or opinions pertaining to investments; wire services; and
appraisals or evaluations of portfolio securities. In transactions effected
with a dealer, acting as principal, who furnishes research services to the
Trust, the Trust will not purchase securities at a higher price, or sell
securities at a lower price, than would be the case if the dealer had not
furnished such services.
The information and services received by the Investment Manager from
brokers and dealers may be of benefit to the Investment Manager in the
management of accounts of some or all of its other clients and may not in all
cases benefit the Trust directly. While such services are useful and
important in supplementing its own research and facilities, the Investment
Manager believes the value of such services is not determinable and does not
significantly reduce its expenses. The Trust does not reduce the management
fee it pays to the Investment Manager by any amount that may be attributable
to the value of such services. During the fiscal period ended October 31,
1993, the Trust paid no brokerage commissions and the portfolio turnover rate
of the Trust was 0.3%.
Pursuant to an Order of the Securities and Exchange Commission, the Trust
may effect principal transactions in certain money market instruments with
DWR. The Trust will limit its transactions with DWR to U.S. Government and
Government Agency Securities, bank money instruments (i.e., certificates of
deposit and banker's acceptances) and commercial paper. Such transactions
will be effected with DWR only when the price available from DWR is better
than that available from other dealers.
Consistent with the policies described above, brokerage transactions in
securities listed on exchanges or admitted to unlisted trading privileges may
be effected through DWR. In order for DWR to effect any portfolio
transactions for the Trust, the commissions, fees or other remuneration
received by DWR must be reasonable and fair compared to the commissions, fees
or other remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on an
exchange during a comparable period of time. This standard would allow DWR to
receive no more than the remuneration which would be expected to be received
by an unaffiliated broker in a commensurate arm's-length transaction.
Furthermore, the Board, including a majority of the Independent Trustees,
have adopted procedures which are reasonably designed to provide that any
commissions, fees or other remuneration paid to DWR are consistent with the
foregoing standard. During the period ended October 31, 1993 the Trust paid
no brokerage commissions to DWR.
(3) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of Price Waterhouse as the
Trust's independent accountants for the fiscal year ending October 31, 1994.
Its selection is being submitted for ratification or rejection by
Shareholders at the Meeting. Price Waterhouse has been the independent
accountants for the Trust since its inception, and has no direct or indirect
financial interest in the Trust.
A representative of Price Waterhouse is expected to be present at the
Meeting and will be available to make a statement, if he or she so desires,
and to respond to appropriate questions of Shareholders.
The affirmative vote of the holders of a majority of shares represented
and entitled to vote at the Annual Meeting is required for ratification of
the selection of Price Waterhouse as the independent accountants for the
Trust. Abstentions and broker "non-votes" will have the same effect as a vote
against a proposal.
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THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS RATIFY THE SELECTION OF
PRICE WATERHOUSE AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.
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 Two and will vote against any such adjournment those proxies
required to be voted against that proposal.
SHAREHOLDERS PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than June 15, 1995 for
inclusion in the proxy statement for that meeting.
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.
FINANCIAL STATEMENTS OF THE INVESTMENT MANAGER
The balance sheet of InterCapital, annexed hereto as Exhibit B, is
required by Rule 20a-2 under the Act. THIS IS NOT A FINANCIAL STATEMENT OF
THE TRUST. THE TRUST'S FINANCIAL STATEMENTS ARE SET FORTH IN ITS ANNUAL
REPORT FOR THE FISCAL PERIOD ENDED OCTOBER 31, 1993, COPIES OF WHICH WERE
PREVIOUSLY SENT TO SHAREHOLDERS.
By Order of the Board of Trustees
SHELDON CURTIS
Secretary
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EXHIBIT A
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 30th day of June, 1993, by and between
InterCapital Insured Municipal Income Trust, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Fund"), and Dean Witter InterCapital Inc., a Delaware corporation
(hereinafter called the "Investment Manager"):
WHEREAS, The Fund intends to engage in business as a closed-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, The Investment Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the business of
acting as investment adviser; and
WHEREAS, The Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms
and conditions hereinafter set forth; and
WHEREAS, The Investment Manager desires to be retained to perform services
on said terms and conditions:
Now, Therefore, this Agreement
WITNESSETH:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:
1. The Fund hereby retains the Investment Manager to act as investment
manager of the Fund and, subject to the supervision of the Trustees, to
supervise the investment activities of the Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously manage the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and shall
take such further action, including the placing of purchase and sale orders
on behalf of the Fund, as the Investment Manager shall deem necessary or
appropriate. The Investment Manager shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Manager in the discharge of
its duties as the Fund may, from time to time, reasonably request.
2. The Investment Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Investment
Manager shall be deemed to include persons employed or otherwise retained by
the Investment Manager to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to technical
and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Investment Manager
shall, as agent for the Fund, maintain the Fund's records and books of
account (other than those maintained by the Fund's transfer agent, registrar,
custodian and other agencies). All such books and records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Manager shall surrender to the Fund such of the books and records so
requested.
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3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Manager may reasonably require in order to discharge its duties
and obligations hereunder.
4. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Fund, and provide such office space,
facilities and equipment and such clerical help and bookkeeping services as
the Fund shall reasonably require in the conduct of its business. The
Investment Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Fund.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing of certificates representing shares of the
Fund, all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel) the cost and expense
of printing, including typesetting, and distributing prospectuses for such
purposes; all expenses of shareholders' and trustees' meetings and of
preparing, printing and mailing of proxy statements and reports to
shareholders; fees and travel expenses of trustees or members of any advisory
board or committee who are not employees of the Investment Manager or any
corporate affiliate of the Investment Manager; all expenses incident to the
payment of any dividend or distribution program; charges and expenses of any
outside service used for pricing of the Fund's shares; charges and expenses
of legal counsel, including counsel to the Trustees of the Fund who are not
interested persons (as defined in the Act) of the Fund or the Investment
Manager, and of independent accountants, in connection with any matter
relating to the Fund; membership dues of industry associations; interest
payable on Fund borrowings; fees and expenses incident to the listing of the
Fund's shares on any stock exchange; postage; insurance premiums on property
or personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including but not limited to, legal claims
and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation, calculated from the day following
effectiveness hereof, determined by applying the annual rate of 0.35% to the
Fund's average weekly net assets. For the purposes of calculating the
management fee, the liquidation preference of any Preferred Shares issued by
the Fund will not be deducted from the Fund's total assets. Except as
hereinafter set forth, compensation under this Agreement shall be calculated
and accrued weekly and paid monthly by applying the annual rates to the
average weekly net assets of the Fund determined as of the close of the last
business day of each week. At the request of the Investment Manager,
compensation hereunder shall be calculated and accrued at more frequent
intervals in a manner consistent with the calculation of fees on a weekly
basis. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation for
that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above.
7. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard
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of its obligations hereunder, the Investment Manager shall not be liable to
the Fund or any of its investors for any error of judgment or mistake of law
of for any act or omission by the Investment Manager or for any losses
sustained by the Fund or its investors.
8. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing in this Agreement shall limit or restrict the right of
any Trustee, officer of employee of the Investment Manager to engage in any
other business or to devote his time and attention in part to the management
or other aspects of any other business whether of a similar or dissimilar
nature.
9. This Agreement shall remain in effect until April 30, 1994 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class) or by the Trustees of the Fund; provided,
that in either event such continuance is also approved annually by the vote
of a majority of the Trustees of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such party,
which vote must be cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that (a) the Fund may, at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the Investment Manager, either by majority
vote of the Trustees of the Fund or by the vote of a majority of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class); (b) this Agreement shall immediately
terminate in the event of its assignment (to the extent required by the Act
and the rules thereunder) unless such automatic terminations shall be
prevented by an exemptive order of the Securities and Exchange Commission;
and (c) the Investment Manager may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.
10. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.
11. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
12. The Declaration of Trust, InterCapital Insured Municipal Income Trust,
dated October 3, 1991, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name InterCapital Insured
Municipal Income Trust, as amended, refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally;
and no Trustee, shareholder, officer, employee or agent of InterCapital
Insured Municipal Income Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said
InterCapital Insured Municipal Income Trust, but the Trust Estate only shall
be liable.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.
INTERCAPITAL INSURED MUNICIPAL
INCOME TRUST
/s/ Sheldon Curtis
By .............................
Sheldon Curtis
Attest:
/s/ Lawrence S. Lafer
......................................
Lawrence S. Lafer
DEAN WITTER INTERCAPITAL INC.
/s/ Charles A. Fiumefreddo
By .............................
Charles A. Fiumefreddo
Attest:
/s/ Marilyn K. Cranney
......................................
Marilyn K. Cranney
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EXHIBIT B
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders of
Dean Witter InterCapital Inc.:
We have audited the accompanying balance sheet of Dean Witter InterCapital
Inc. (the "Company") (a wholly-owned subsidiary of Dean Witter, Discover &
Co. ) as of December 31, 1993. This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on
this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of Dean Witter InterCapital at December 31,
1993 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE
February 28, 1994
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DEAN WITTER INTERCAPITAL INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C>
ASSET
Cash and cash equivalents ........................................................... $ 57,810
Management and administration fees receivable ....................................... 27,010
Investments ......................................................................... 7,644
Office facilities, at cost (less accumulated depreciation and amortization of
$5,122) ............................................................................ 3,892
Other assets ........................................................................ 18,176
--------
$114,532
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Income taxes payable (Note 3) ....................................................... $ 45,545
Dividends payable ................................................................... 12,662
Accrued compensation and employee benefits .......................................... 12,337
Payable to affiliate ................................................................ 4,000
Other liabilities ................................................................... 14,998
--------
Total liabilities ............................................................... 89,532
--------
Stockholder's equity:
Common stock, $.01 par value; 1,000 shares authorized and outstanding ............. --
Additional paid-in capital ......................................................... 10,000
Retained earnings ................................................................... 15,000
--------
Total stockholder's equity ...................................................... 25,000
--------
$114,532
========
</TABLE>
See notes to consolidated balance sheet.
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DEAN WITTER INTERCAPITAL INC.
NOTES TO CONSOLIDATED BALANCE SHEET
1. INTRODUCTION AND BASIS OF PRESENTATION
The consolidated balance sheet includes the accounts of Dean Witter
InterCapital Inc. and its wholly- owned subsidiaries (the "Company"). The
Company is wholly-owned by Dean Witter, Discover & Co. ("DWDC"), which was
formerly a subsidiary of Sears, Roebuck and Co. ("Sears"). All material
intercompany balances and transactions with its subsidiaries have been
eliminated.
On March 1, 1993, DWDC completed an initial public offering of 33.8
million shares of its common stock at $27 per share. This transaction had the
effect of reducing Sears ownership in DWDC to 80.1 percent. On June 30, 1993,
Sears divested its remaining ownership of DWDC's common stock by means of a
special dividend to Sears shareholders.
On December 22, 1993, Dean Witter Reynolds Inc. ("DWR") transferred the
net assets of the Company in the form of a dividend to DWDC. Prior to
December 22, 1993, the Company was wholly-owned by DWR, a wholly-owned
subsidiary of DWDC.
The Company is a registered investment adviser under the Investment
Advisers Act of 1940. The Company sponsors and performs management and
administrative services for mutual funds, principally those sold by DWR ("DWR
funds"). The Company also performs such services for individual,
institutional, trust and estate accounts.
The Company commenced operations in January 1993 and assumed the advisory
business of DWR.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents consist of highly liquid investments not held for resale
with maturities, when purchased, of three months or less.
Fixed assets are generally depreciated utilizing accelerated methods over
useful lives of five to eight years. Leasehold improvements are amortized
over the lesser of the lease term or useful life.
3. INCOME TAXES
The Company provides deferred income taxes which result from recording
certain transactions in different years for tax and financial reporting
purposes.
Payments for income taxes are limited to those which would result from the
Company filing a separate federal income tax return.
The Company has available net operating loss carryforwards at December 31,
1993 in the amount of $112,200,000 which begin to expire in 2002.
4. RELATED PARTY TRANSACTIONS
Certain administrative services are provided by DWR which are reimbursed
by the Company.
5. EMPLOYEE BENEFIT PLANS
Substantially all employees are covered by a non-contributory defined
benefit pension plan sponsored by DWR. Pension benefits are based on length
of service and average annual compensation.
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Certain employees are covered by postretirement plans sponsored by DWR
that provide medical and life insurance for retirees and eligible dependents.
Eligibility for retiree medical and life benefits is generally based on a
combination of age and years of service at retirement.
The Company reimburses DWR for pension and other postretirement benefit
expenses.
6. LITIGATION
The Company has been named as a defendant in various lawsuits. It is the
opinion of management, after consultation with outside counsel, that the
resolution of such suits will not have a material adverse effect on the
consolidated financial condition of the Company.
7. FINANCIAL INSTRUMENTS FAIR VALUE INFORMATION
The estimated fair value amounts of financial instruments have been
determined by the Company using available market information and appropriate
valuation methodologies. Considerable judgment is required to develop
estimates of fair value.
Substantially all financial instruments on the Company's consolidated
balance sheet are carried at fair value or at amounts which approximate fair
value.
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APPENDIX
InterCapital serves as investment manager or investment adviser to the
following investment companies, with the net assets shown as of August ,
1994:
(1) Dean Witter High Yield Securities Inc., with assets of approximately
$ million, for an investment management fee at an annual rate of 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 Liquid Asset Fund Inc., with assets
of approximately $ billion, for an investment management fee at an annual
rate of 0.50% on assets up to $500 million, scaled down at various asset
levels to 0.248% on assets over $17.5 billion; (3) Dean Witter Tax-Exempt
Securities Trust, with assets of approximately $ billion, for an
investment management fee at an annual rate of 0.50% on assets up to $500
million, scaled down at various assets levels to 0.325% on assets over $1.25
billion; (4) Dean Witter Tax-Free Daily Income Trust, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.50% on assets up to $500 million, scaled down at various asset
levels to 0.25% on assets over $3 billion; (5) Dean Witter American Value
Fund, with assets of approximately $ billion, for an investment management
fee at an annual rate of 0.625% on assets up to $250 million and 0.50% on
assets over $250 million; (6) Dean Witter Dividend Growth Securities Inc.,
with assets of approximately $ billion, for an investment management fee
at an annual rate of 0.625% on assets up to $250 million, scaled down at
various asset levels to 0.325% on assets over $8 billion; (7) Dean Witter
Variable Investment Series, with assets of approximately $ billion, for an
investment management fee at an annual rate of 1.0% (of which 40% is paid to
a Sub-Adviser) of the net assets of each of the European Growth Portfolio and
the Pacific Growth Portfolio, 0.75% of the net assets of the Global Dividend
Growth Portfolio, 0.65% of the net assets of the Capital Growth Portfolio,
0.65% of the net assets of the Utilities Portfolio up to $500 million and
0.55% of the net assets of the Portfolio over $500 million, 0.625% of the net
assets of the Dividend Growth Portfolio up to $500 million and 0.50% of the
net assets of the Portfolio over $500 million, and 0.50% of the net assets of
each of the other five Portfolios; (8) Dean Witter Select Municipal
Reinvestment Fund, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.50%; (9) Active Assets Money
Trust, with assets of approximately $ billion, for an investment
management fee at an annual rate of 0.50% on assets up to $500 million,
scaled down at various asset levels to 0.25% on assets over $3 billion; (10)
Active Assets Tax-Free Trust, with assets of approximately $ billion, for
an investment management fee at an annual rate of 0.50% on assets up to $500
million, scaled down at various asset levels to 0.25% on assets over $3
billion; (11) Active Assets California Tax-Free Trust, with assets of
approximately $ million, for an investment management fee of 0.50% on
assets up to $500 million, scaled down at various levels to 0.25% on assets
over $3 billion; (12) Active Assets Government Securities Trust, with assets
of approximately $ million, for an investment management fee at an annual
rate of 0.50% on assets up to $500 million, scaled down at various asset
levels to 0.25% on assets over $3 billion; (13) Dean Witter Natural Resource
Development Securities Inc., with assets of approximately $ million, for
an investment management fee at an annual rate of 0.625% on assets up to $250
million and 0.50% on assets over $250 million; (14) Dean Witter U.S.
Government Money Market Trust, with assets of approximately $ million, for
an investment management fee at an annual rate of 0.50% on assets up to $500
million, scaled down at various asset levels to 0.25% on assets over $3
billion; (15) Dean Witter Developing Growth Securities Trust, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.50% on assets up to $500 million and 0.475% on assets over $500
million; (16) Dean Witter U.S. Government Securities Trust, with assets of
approximately $ billion, for an investment management fee at an annual rate
of 0.50% on assets up to $1 billion, scaled down at various asset levels to
0.30% on assets over $12.5 billion; (17) Dean Witter California Tax-Free
Income Fund, with assets of approximately $ billion, for an investment
management fee at an annual rate of 0.55% on assets up to $500 million,
scaled down at various asset levels to 0.475% on assets over $1 billion; (18)
Dean Witter New York Tax-Free Income Fund, with assets of approximately $
million, for an investment management fee at an annual rate of 0.55% on
assets up to $500
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million and 0.525% on assets over $500 million; (19) Dean Witter Convertible
Securities Trust, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.60% on assets up to $750
million, scaled down at various asset levels to 0.425% on assets over $3
billion; (20) Dean Witter Federal Securities Trust, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.55% on assets up to $1 billion, scaled down at various asset levels
to 0.35% on assets over $12.5 billion; (21) InterCapital Income Securities
Inc., with assets of approximately $ million, for an investment management
fee at an annual rate of 0.50%; (22) Dean Witter Value-Added Market Series,
with assets of approximately $ million, for an investment management fee
at an annual rate of 0.50% on assets up to $500 million and 0.45% on assets
over $500 million; (23) Dean Witter Utilities Fund, with assets of
approximately $ billion, for an investment management fee at an annual
rate of 0.65% on assets up to $500 million, scaled down at various asset
levels to 0.425% on assets over $5 billion; (24) Dean Witter California
Tax-Free Daily Income Trust, with assets of approximately $ million, for
an investment management fee at an annual rate of 0.50% on assets up to $500
million, scaled down at various asset levels to 0.25% on assets over $3
billion; (25) Dean Witter Managed Assets Trust, with assets of approximately
$ million, for an investment management fee at an annual rate of 0.60% on
assets up to $500 million and 0.55% on assets over $500 million; (26) High
Income Advantage Trust, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.75% on assets up to $250
million, scaled down at various asset levels to 0.30% on assets over $1
billion; (27) High Income Advantage Trust II, with assets of approximately
$ million, for an investment management fee at an annual rate of 0.75% on
assets up to $250 million, scaled down at various asset levels to 0.30% on
assets over $1 billion; (28) High Income Advantage Trust III, with assets of
approximately $ million, for an investment management fee at an annual rate
of 0.75% on assets up to $250 million, scaled down at various asset levels to
0.30% on assets over $1 billion; (29) Dean Witter Strategist Fund, with
assets of approximately $ million, for an investment management fee at an
annual rate of 0.60% on assets up to $500 million, scaled down at various
asset levels to 0.50% on assets over $1 billion; (30) Dean Witter
Intermediate Income Securities, with assets of approximately $ million,
for an investment management fee at an annual rate of 0.60% on assets up to
$500 million, scaled down at various asset levels to 0.30% on assets over $1
billion; (31) Dean Witter World Wide Income Trust, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.75% on assets up to $250 million, scaled down at various asset
levels to 0.30% on assets over $1 billion; (32) Dean Witter Government Income
Trust, with assets of approximately $ million, for an investment
management fee at an annual rate of 0.60%; (33) Dean Witter New York
Municipal Money Market Trust, with assets of approximately $ million, for
an investment management fee at an annual rate of 0.50% on assets up to $500
million, scaled down at various asset levels to 0.25% on assets over $3
billion; (34) Dean Witter European Growth Fund Inc., with assets of
approximately $ million, for an investment management fee at an annual
rate of 1.0% on assets up to $500 million and 0.95% on assets over $500
million (of which 40% is paid to a Sub-Adviser); (35) Dean Witter Capital
Growth Securities, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.65% on assets up to $500
million, scaled down at various asset levels to 0.475% on assets over $1.5
billion; (36) Dean Witter Precious Metals and Minerals Trust, with assets of
approximately $ million, for an investment management fee at an annual rate
of 0.80%; (37) Dean Witter Global Short-Term Income Fund Inc., with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.55% on assets up to $500 million and 0.50% on assets over $500
million; (38) Dean Witter Pacific Growth Fund Inc., with assets of
approximately $ billion, for an investment management fee at an annual
rate of 1.0% on assets up to $1 billion and 0.95% on assets over $1 billion
(of which 40% is paid to a Sub-Adviser); (39) InterCapital Insured Municipal
Bond Trust, with assets of approximately $ million, for an investment
management fee at an annual rate of 0.35%; (40) InterCapital Quality
Municipal Investment Trust, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.35%; (41) InterCapital
Insured Municipal Trust, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.35%; (42) InterCapital
Quality Municipal
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Income Trust, with assets of approximately $ million, for an investment
management fee at an annual rate of 0.35%; (43) Dean Witter Multi-State
Municipal Series Trust, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.35% of the net assets of
each Series; (44) Dean Witter Premier Income Trust, with assets of
approximately $ million, for an investment management fee at an annual rate
of 0.50% (of which 40% is paid to a Sub-Adviser); (45) Dean Witter Short-Term
U.S. Treasury Trust, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.35%; (46) Dean Witter
Diversified Income Trust, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.40%; (47) Dean Witter Health
Sciences Trust, with assets of approximately $ million, for an investment
management fee at an annual rate of 1.0%; (48) Dean Witter Retirement Series,
with assets of approximately $ million, for an investment management fee at
an annual rate of 1.0% of the net assets of the Global Equity Series, 0.85%
of the net assets of each of the American Value Series, the Capital Growth
Series and the Strategist Series, 0.75% of the net assets of each of the
Dividend Growth Series and the Utilities Series, 0.65% of the net assets of
each of the U.S. Government Securities Series and the Intermediate Income
Securities Series, and 0.50% of the net assets of each of the Liquid Asset
Series, the U.S. Government Money Market Series and the Value-Added Market
Series; (49) InterCapital Insured Municipal Income Trust, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.35%; (50) InterCapital California Insured Municipal Income Trust,
with assets of approximately $ million, for an investment management fee
at an annual rate of 0.35%; (51) Dean Witter Global Dividend Growth
Securities, with assets of approximately $ billion, for an investment
management fee at an annual rate of 0.75%; (52) InterCapital Quality
Municipal Securities, with assets of approximately $ million, for an
investment management fee at an annual rate of 0.35%; (53) InterCapital
California Quality Municipal Securities, with assets of approximately $
million, for an investment management fee at an annual rate of 0.35%; (54)
InterCapital New York Quality Municipal Securities, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.35%; (55) Dean Witter Limited Term Municipal Trust, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.50%; (56) Dean Witter Short-Term Bond Fund, with assets of
approximately $ million, for an investment management fee at an annual rate
of 0.70%; (57) InterCapital Insured Municipal Securities, with assets of
approximately $ million, for an investment management fee at an annual
rate of 0.35%; (58) InterCapital Insured California Municipal Securities,
with assets of approximately $ million, for an investment management fee at
an annual rate of 0.35%; (59) Municipal Income Trust, with assets of
approximately $ million, for an investment advisory fee at an annual rate
of 0.35% on assets up to $250 million and 0.25% on assets over $250 million;
(60) Municipal Income Trust II, with assets of approximately $ million,
for an investment advisory fee at an annual rate of 0.40% on assets up to
$250 million and 0.30% on assets over $250 million; (61) Municipal Income
Trust III, with assets of approximately $ million, for an investment
advisory fee at an annual rate of 0.40% on assets up to $250 million and
0.30% on assets over $250 million; (62) Municipal Income Opportunities Trust,
with assets of approximately $ million, for an investment advisory fee at
an annual rate of 0.50%; (63) Municipal Income Opportunities Trust II, with
assets of approximately $ million, for an investment advisory fee at an
annual rate of 0.50%; (64) Municipal Income Opportunities Trust III, with
assets of approximately $ million, for an investment advisory fee at an
annual rate of 0.50%; (65) Municipal Premium Income Trust, with assets of
approximately $ million, for an investment advisory fee at an annual rate
of 0.40%; (66) Prime Income Trust, with assets of approximately $ million,
for an investment advisory fee at an annual rate of 0.90% on assets up to
$500 million and 0.85% on assets over $500 million; (67) Dean Witter Global
Utilities Fund, with assets of approximately $ million, for an investment
management fee at an annual rate of 0.65%; (68) Dean Witter National
Municipal Securities, with assets of approximately $ million, for an
investment advisory fee at an annual rate of 0.35%; (69) Dean Witter High
Income Securities, with assets of approximately $ million, for an
investment advisory fee at an annual rate of 0.50%; and (70) Dean Witter
International SmallCap Fund, with assets of approximately $ million, for
an investment advisory fee at an annual rate of
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1.25%. InterCapital also serves as Investment Adviser of Dean Witter World
Wide Investment Trust and Dean Witter World Wide Investment Fund, along with
Daiwa International Capital Management Corp. and NatWest Investment
Management Limited. Dean Witter World Wide Investment Trust had assets of
approximately $ million and InterCapital receives an Investment Adviser's
fee at an annual rate of 0.55% of the Trust's daily net assets up to $500
million and 0.5225% of the Trust's daily net assets over $500 million. Shares
of Dean Witter World Wide Investment Fund, an investment company organized
under the laws of Luxembourg, are not offered for purchase in the United
States or to American citizens outside of the United States. InterCapital
also serves as sub-adviser to Templeton Global Opportunities Trust, with
assets of approximately $ million, for which it receives a fee of 0.25%
per annum.
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INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 25, 1994
PROXY
The undersigned hereby appoints SHELDON CURTIS, EDMUND C. PUCKHABER, JAMES
F. WILLISON, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST on October 25, 1994 at 9:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated August , 1994 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND FOR
THE PROPOSALS.
(Continued, and to be dated and signed on reverse side.)
<PAGE>
<PAGE>
PLEASE MARK BOXES |[//] OR [X] IN BLUE OR BLACK INK. COMMON SHARES
1. ELECTION OF TRUSTEES:
[ ] FOR THE NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)
Jack F. Bennett, Michael Bozic, Edwin J. Garn, John E. Jeuck, Manuel H.
Johnson, Paul Kolton, Michael E. Nugent, Philip J. Purcell, John L.
Schroeder, Edward R. Telling
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- - -----------------------------------------------------------------------------
2. APPROVAL OF CURRENT INVESTMENT MANAGEMENT AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
and in their discretion in the transaction of any other business which may
properly come before the meeting.
110
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.
<PAGE>
<PAGE>
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 25, 1994
PROXY
The undersigned hereby appoints SHELDON CURTIS, EDMUND C. PUCKHABER, JAMES
F. WILLISON, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST on October 25, 1994 at 9:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated August , 1994 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND FOR
THE PROPOSALS.
(Continued, and to be dated and signed on reverse side.)
<PAGE>
<PAGE>
PLEASE MARK BOXES |[//] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES
1. ELECTION OF TRUSTEES:
[ ] FOR THE NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)
JACK F. BENNETT, MICHAEL BOZIC, EDWIN J. GARN, JOHN E. JEUCK, MANUEL H.
JOHNSON, PAUL KOLTON, MICHAEL E. NUGENT, PHILIP J. PURCELL, JOHN L.
SCHROEDER, EDWARD R. TELLING
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- - -----------------------------------------------------------------------------
ELECTION OF PREFERRED TRUSTEES:
[ ] FOR THE NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)
Charles A. Fiumefreddo (until 1995), John R. Haire (until 1997)
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- - -----------------------------------------------------------------------------
2. APPROVAL OF CURRENT INVESTMENT MANAGEMENT AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
and in their discretion in the transaction of any other business which may
properly come before the meeting.
110
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.
