<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
.... Dean Witter Retirement Series. . . . . . . . . . . . . . .
(Name of Registrant(s) Specified in its Charter)
.... Barry Fink . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Fee previously paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
PRELIMINARY PROXY
FOR INFORMATION OF SECURITIES AND EXCHANGE COMMISSION ONLY
DEAN WITTER RETIREMENT SERIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1997
Notice is hereby given that a Special Meeting of Shareholders of Dean
Witter Retirement Series (as to each individual series, a "Series" and
collectively, the "Series" or the "Fund") will be held (the "Meeting") in the
Career Development Room, 61st Floor, 2 World Trade Center, New York, New York
10048, on May 2, 1997, at 10:00 a.m., New York City time, for the following
purposes:
1. To approve or disapprove a new Investment Management Agreement between
each Series of the Fund and Dean Witter InterCapital Inc., a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC"), in connection with the
proposed merger of Morgan Stanley Group Inc. with DWDC;
2. To elect ten (10) Trustees to serve until their successors shall have
been elected and qualified;
3. To ratify or reject the selection of Price Waterhouse LLP as the
Fund's independent accountants for its current fiscal year; and
4. To transact such other respective business as may properly come before
the Meeting or any adjournments thereof.
Shareholders of record of the Fund as of the close of business on March
, 1997 are entitled to notice of and to vote at the Meeting. If you cannot
be present in person, your management would greatly appreciate your filling
in, signing and returning the enclosed proxy promptly in the envelope
provided for that purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting the
persons named as proxies may propose one or more adjournments of the Meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the Fund's shares present in person or
by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of
Proposal 1 and will vote against any such adjournment those proxies to be
voted against that Proposal.
Barry Fink
Secretary
March , 1997
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE
TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY
IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE:
-- FOR approval of the new Investment Management Agreement.
-- FOR the election of all of the Trustees nominated for election.
-- FOR the ratification of the selection of independent public
accountants for the current fiscal year of the Fund.
YOUR VOTE IS IMPORTANT
<PAGE>
PRELIMINARY PROXY
FOR INFORMATION OF SECURITIES AND EXCHANGE COMMISSION ONLY
DEAN WITTER RETIREMENT SERIES
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MAY 2, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors/ Trustees (the "Board" or "Trustees") of Dean
Witter Retirement Series (as to each individual series, a "Series" and
collectively the "Series" or the "Fund") for use at the Special Meeting of
Shareholders of the Fund to be held on May 2, 1997 (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 and in favor of Proposals 1 and 3 set forth in the attached Notice of
Special Meeting of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation to the
Secretary of the Fund, execution and delivery of a later dated proxy to the
Secretary of the Fund (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy.
The holders of shares ("Shareholders") of record as of the close of
business on March , 1997, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote
for a fractional share. The table below sets forth the number of shares
outstanding for each Series of the Fund as of the Record Date. [INFORMATION
ON 5% OWNERS AS OF RECORD DATE TO BE PROVIDED.] The percentage ownership of
shares of each Series changes from time to time depending on purchases and
redemptions by Shareholders and the total number of shares outstanding.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING AS OF
MARCH , 1997
DEAN WITTER RETIREMENT SERIES (RECORD DATE)
- ----------------------------------------- ---------------------
<S> <C>
Liquid Asset Series ......................
U.S. Government Money Market Series .....
U.S. Government Securities Series .......
Intermediate Income Securities Series ...
American Value Series ....................
Capital Growth Series ....................
Dividend Growth Series ...................
Strategist Series ........................
Utilities Series .........................
Value-Added Market Series ................
Global Equity Series......................
</TABLE>
2
<PAGE>
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$ , will be borne by Dean Witter, Discover & Co. except that the costs
with respect to Proposals [ ] will be borne by the Series. The total cost
to each Series of soliciting proxies is estimated to be approximately as
follows: Liquid Asset Series--$ ; U.S. Government Money Market
Series--$ ; U.S. Government Securities Series--$ ; Intermediate Income
Securities Series--$ ; American Value Series--$ ; Capital Growth
Series--$ ; Dividend Growth Series--$ ; Strategist Series--$ ;
Utilities Series--$ ; Value-Added Market Series--$ ; and Global Equity
Series--$ . The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through Trustees
and officers of the Fund and officers and regular employees of certain
affiliates of the Fund, including Dean Witter InterCapital Inc., Dean Witter
Trust Company, Dean Witter Services Company Inc. and/or Dean Witter Reynolds
Inc., without special compensation. In addition, Dean Witter InterCapital
Inc. may employ First Data Corp. as proxy solicitor, the cost of which is
estimated to be $ and will be borne by Dean Witter, Discover & Co.
With respect to a telephone solicitation by First Data Corp. additional
expenses would include $ per telephone vote transacted, $ per
outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers.
First Data Corp. or Dean Witter Trust Company may call Shareholders to ask
if they would be willing to have their votes recorded by telephone. The
telephone voting procedure is designed to authenticate Shareholders'
identities, to allow Shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that their instructions
have been recorded properly. No recommendation will be made as to how a
Shareholder should vote on any Proposal other than to refer to the
recommendations of the Board. The Fund has been advised by counsel that these
procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly
they will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and
may vote by mail using the enclosed proxy card. The first mailing of this
Proxy Statement is expected to be made on or about March [17], 1997.
(1) APPROVAL OR DISAPPROVAL OF NEW INVESTMENT
MANAGEMENT AGREEMENT
BACKGROUND
Dean Witter InterCapital Inc. (the "Investment Manager" or "InterCapital")
currently serves as investment manager of each Series pursuant to an
investment management agreement entered into by the Fund and InterCapital
(the "Current Agreement"), and in that capacity provides investment advisory
and certain other services to each Series. InterCapital is a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC"). The approval of a new
investment management agreement between the Fund and InterCapital (the "New
Agreement") is being sought in connection with the proposed merger of Morgan
Stanley Group Inc. ("Morgan Stanley") and DWDC (the "Merger").
INFORMATION CONCERNING MORGAN STANLEY
Morgan Stanley and various of its directly or indirectly owned
subsidiaries, including Morgan Stanley & Co. Incorporated ("Morgan Stanley &
Co."), a registered broker-dealer and investment adviser, and Morgan Stanley
International, are engaged in a wide range of financial services. Their
principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring and other corporate finance
advisory activities; merchant banking; stock brokerage and research services;
asset management; trading of futures, options, foreign exchange, commodities
and swaps (involving foreign exchange, commodities, indices and interest
rates); real estate advice, financing and investing; and global custody,
securities clearance services and securities lending.
3
<PAGE>
THE MERGER
Pursuant to the terms of the Merger, Morgan Stanley will be merged with
and into DWDC with the surviving corporation to be named Morgan Stanley, Dean
Witter, Discover & Co. Following the Merger, InterCapital will be a direct
wholly-owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
Under the terms of the Merger, each share of Morgan Stanley common stock
will be exchanged for 1.65 shares of DWDC common stock. Following the Merger,
Morgan Stanley's shareholders will own approximately 45% and DWDC's
shareholders will own approximately 55% of the outstanding shares of common
stock of Morgan Stanley, Dean Witter, Discover & Co.
The Merger is expected to be completed in mid-1997.
The Board of Directors of Morgan Stanley, Dean Witter, Discover & Co. will
consist of fourteen members, two of which will be Morgan Stanley insiders and
two of which will be DWDC insiders. The remaining ten directors will be
outside directors, with Morgan Stanley and DWDC each designating five of the
ten. The Chairman and Chief Executive Officer of Morgan Stanley, Dean Witter,
Discover & Co. will be Philip Purcell, who is the current Chairman and Chief
Executive Officer of DWDC. The President and Chief Operating Officer of
Morgan Stanley, Dean Witter, Discover & Co. will be John Mack, who is the
current President of Morgan Stanley.
The Merger is subject to certain closing conditions, including certain
regulatory approvals and the approval of shareholders of both DWDC and Morgan
Stanley.
APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT
In order to assure continuity of investment management services to each
Series after the Merger, the Board of the Fund met in person for the purpose
of considering whether it would be in the best interests of each Series and
its Shareholders to enter into a New Agreement between the Fund and the
Investment Manager which would become effective upon the later of Shareholder
approval of the New Agreement or consummation of the Merger. At its meetings,
and for the reasons discussed below (see "The Board's Consideration"), the
Board, including all the Trustees who are not "interested persons," as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"),
of the Investment Manager, (the "Independent Trustees"), unanimously approved
the New Agreement and recommended its approval by the Shareholders of each
Series.
THE TERMS OF THE NEW AGREEMENT, INCLUDING FEES PAYABLE BY EACH SERIES
THEREUNDER, ARE IDENTICAL, IN ALL MATERIAL RESPECTS, TO THOSE OF THE CURRENT
AGREEMENT, EXCEPT FOR THE DATES OF EFFECTIVENESS AND TERMINATION. The terms
of the Current Agreement are fully described under "The Current Investment
Management Agreement" below. If approved by Shareholders of each Series, the
New Agreement will continue in effect for an initial term expiring April 30,
1999. The New Agreement will be continued in effect from year to year
thereafter if each such continuance is approved by the Board or by a majority
of the outstanding voting securities (as defined below) of each Series and,
in either event, by the vote cast in person of a majority of the Independent
Trustees. In the event that Shareholders of a Series do not approve the New
Agreement as to such Series, the Current Agreement will remain in effect with
respect to that Series and the Board will take such action, if any, as it
deems to be in the best interests of the concerned Series and its
Shareholders, which may include proposing that Shareholders of such Series
approve an agreement in lieu of the New Agreement. In the event that the
Merger is not consummated, the Investment Manager will continue to provide
services to each Series in accordance with the terms of the Current Agreement
for such periods as may be approved at least annually by the Board, including
a majority of the Independent Trustees.
REQUIRED VOTE
The New Agreement cannot be implemented unless approved at the Meeting, or
any adjournment thereof, by a majority of the outstanding voting securities
of each Series of the Fund. Such a majority means the
4
<PAGE>
affirmative vote of the holders of (a) 67% or more of the shares of the
Series present, in person or by proxy, at the Meeting, if the holders of more
than 50% of the outstanding shares are so present, or (b) more than 50% of
the outstanding shares of the Series, whichever is less.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH SERIES VOTE FOR
APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
THE BOARD'S CONSIDERATION
At a special meeting of the Committee of the Independent Trustees of the
Fund held on February 20, 1997, at which each of the Independent Trustees of
the Fund was present, and a meeting of the full Board on February 21, 1997,
the Trustees evaluated the New Agreement (the form of which is attached
hereto as Appendix A). Prior to and during the meetings, the Independent
Trustees requested and received all information they deemed necessary to
enable them to determine whether the New Agreement is in the best interests
of each Series and its Shareholders. They were assisted in their review and
deliberations by independent legal counsel. In determining whether to approve
the New Agreement, the Trustees assessed the implications of the Merger for
the Investment Manager and its ability to continue to provide services to
each Series of the same scope and quality as are presently provided. In
particular, the Trustees inquired as to the impact of the Merger on the
Investment Manager's personnel, management, facilities and financial
capabilities, and received assurances in this regard from senior management
of DWDC and the Investment Manager that the Merger would not adversely affect
the Investment Manager's ability to fulfill its obligations under its
agreements with the Fund or to operate its business in a manner consistent
with past practices. In addition, the Trustees considered the effects of the
Investment Manager and Morgan Stanley becoming affiliated persons of each
other. Following the Merger, the 1940 Act will prohibit or impose certain
conditions on the ability of the Fund to engage in certain transactions with
Morgan Stanley and its affiliates. For example, absent exemptive relief, the
Fund will be prohibited from purchasing securities from Morgan Stanley & Co.,
a wholly-owned broker-dealer subsidiary of Morgan Stanley, in transactions in
which Morgan Stanley & Co. acts as principal, and the Fund will have to
satisfy certain conditions in order to engage in securities transactions in
which Morgan Stanley & Co. acts as broker or to purchase securities in an
underwritten offering in which Morgan Stanley & Co. acts as an underwriter.
In this connection, senior management of the Investment Manager represented
to the Trustees that they do not believe these prohibitions or conditions
will have a material effect on the management or performance of any Series.
The Trustees also considered that the New Agreement is identical, in all
material respects, to the corresponding Current Agreement (other than the
date of effectiveness and termination).
Based upon the Trustees' review and the evaluations of the materials they
received, and after consideration of all factors deemed relevant to them, the
Trustees of the Fund, including all of the Independent Trustees, determined
that the New Agreement is in the best interests of each Series and its
Shareholders. ACCORDINGLY, THE BOARD OF THE FUND, INCLUDING ALL OF THE
INDEPENDENT TRUSTEES, APPROVED THE NEW AGREEMENT AND VOTED TO RECOMMEND
APPROVAL BY SHAREHOLDERS OF EACH SERIES.
THE CURRENT INVESTMENT MANAGEMENT AGREEMENT
The Current Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy and
securities and commodities markets as it deems necessary or useful to
discharge its duties under the Current Agreement, and that it shall
continuously supervise the management of the assets of each Series in a
manner consistent with the investment objectives and policies of that Series
and subject to such other limitations and directions as the Board may, from
time to time, prescribe.
5
<PAGE>
The Investment Manager pays the compensation of the officers of the Fund
and provides the Fund with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. The Investment Manager also pays for the services of personnel in
connection with the pricing of each Series' shares and the preparation of
prospectuses, statements of additional information, proxy statements and
reports required to be filed with federal and state securities commissions
(except insofar as the participation or assistance of independent accountants
and attorneys is, in the opinion of the Investment Manager, necessary or
desirable). Expenses not expressly assumed by the Investment Manager under
the Current Agreement or by the Distributor of the Fund's shares, Dean Witter
Distributors Inc. ("Distributors" or "the Distributor"), are paid by the
Fund. Each Series pays all other expenses incurred in its operation and a
portion of the Fund's general administration expenses allocated on the basis
of the asset size of the respective Series. Expenses that are borne directly
by a Series include, but are not limited to: charges and expenses of any
registrar, custodian, share transfer and dividend disbursing agent; brokerage
commissions; certain taxes; registration costs of the Series and its shares
under federal and state securities laws; shareholder servicing costs; charges
and expenses of any outside service used for pricing of the shares of the
Series; interest on borrowings by the Series; fees and expenses of legal
counsel, including counsel to the Trustees who are not interested persons of
the Fund or of the Investment Manager) not including compensation or expenses
of attorneys who are employees of the Investment Manager and independent
accountants; and all other expenses attributable to a particular Series.
Expenses which are allocated on the basis of size of the respective Series
include the costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of the
Fund and supplements thereto to the Fund's shareholders; all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees
of the Investment Manager or any corporate affiliate of the Investment
Manager; state franchise taxes; Securities and Exchange Commission fees;
membership dues of industry associations; postage; insurance premiums on
property or personnel (including officers and Trustees) of the Fund which
inure to its benefit; and all other costs of the Fund's operations properly
payable by the Fund and allocable on the basis of size of the respective
Series. Depending on the nature of a legal claim, liability or lawsuit,
litigation costs, payment of legal claims or liabilities and any
indemnification relating thereto may be directly applicable to the Series or
allocated on the basis of the size of the respective Series. The Trustees
have determined that this is an appropriate method of allocation of expenses.
In return for its services and the expenses the Investment Manager assumes
under the Current Agreement, each Series pays the Investment Manager
compensation which is accrued daily and payable monthly and which is set
forth in the table below:
<TABLE>
<CAPTION>
MANAGEMENT
MANAGEMENT FEE LAST FISCAL NET ASSETS
MANAGEMENT FEE RATE YEAR END LAST FISCAL AS OF FISCAL
DEAN WITTER RETIREMENT SERIES FEE RATE AFTER WAIVER* AFTER WAIVER* YEAR END YEAR END
- ------------------------------------- ------------ --------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Liquid Asset Series .................. 0.50% 0.25% $172,685 7/31/96 $43,866,589
U.S. Government Money Market Series . 0.50% 0.26% 35,972 7/31/96 6,656,620
U.S. Government Securities Series ... 0.65% 0.11% 14,763 7/31/96 9,273,675
Intermediate Income Securities Series 0.65% 0.19% 7,147 7/31/96 4,199,938
American Value Series ................ 0.85% 0.44% 140,235 7/31/96 42,660,969
Capital Growth Series ................ 0.85% 0.00% 0 7/31/96 2,107,040
Dividend Growth Series ............... 0.75% 0.46% 232,473 7/31/96 70,458,511
Strategist Series .................... 0.85% 0.18% 18,434 7/31/96 7,639,430
Utilities Series ..................... 0.75% 0.20% 12,925 7/31/96 7,639,430
Value-Added Market Series ............ 0.50% 0.19% 33,900 7/31/96 21,290,475
Global Equity Series ................. 1.00% 0.23% 21,545 7/31/96 11,826,304
</TABLE>
- ------------
* The Investment Manager has assumed all expenses (except for brokerage fees
and a portion of organizational expenses) and has waived the compensation
provided for in its Current Investment Management Agreement with respect to
any Series to the extent that such expenses and compensation exceeded 1.00%
of the daily net assets of the Series for the period from January 1, 1996
through July 31, 1996. The Investment Manager has undertaken to continue to
assume, until July 31, 1997, all such expenses and waive compensation with
respect to any Series to the extent that such expenses and compensation
exceed 1.00% of the daily net assets of such Series. The Fund's Investment
Manager paid the organizational expenses of the Fund in the amount of
$150,000 ($13,636 allocated to each of the Series), which will be
reimbursed by each Series of the Fund.
6
<PAGE>
The administrative services called for under the Current Agreement are
performed by Dean Witter Services Company Inc. ("DWSC"), a wholly-owned
subsidiary of InterCapital.
The Current Agreement was first approved by the Board and by Dean Witter
Reynolds Inc., the then sole Shareholder, on October 30, 1992.
After its initial term, the Current Agreement continues in effect from
year to year thereafter, provided that each such continuance is approved by
the vote of a majority, as defined by the 1940 Act, of the outstanding voting
securities of each Series or by the Trustees, and, in either event, by the
vote cast in person by a majority of the Independent Trustees at a meeting
called for the purpose of voting on such approval. The Current Agreement,
whose initial term expired prior to the date of this Proxy Statement, has
been continued in effect from year to year by action of the Board, including
the Independent Trustees. Prior to the Board's February 21, 1997 meeting, the
most recent approval occurred at a meeting of the Board held on April 17,
1996.
The Current Agreement also provides that it may be terminated at any time
by the Investment Manager, the Trustees or by a vote of a majority of the
outstanding voting securities of the applicable Series in each instance
without the payment of any penalty, on thirty days' notice, and provides for
its automatic termination in the event of its assignment.
THE INVESTMENT MANAGER
Dean Witter InterCapital Inc. is the Fund's investment manager.
InterCapital maintains its offices at Two World Trade Center, New York, New
York 10048. InterCapital, which was incorporated in July 1992, is a
wholly-owned subsidiary of DWDC, a balanced financial services organization
providing a broad range of nationally marketed credit and investment
products.
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:
Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and Dean Witter Reynolds Inc. ("DWR") and Director of
InterCapital, DWSC and Distributors; Richard M. DeMartini, President and
Chief Operating Officer of Dean Witter Capital, Executive Vice President of
DWDC and Director of DWR, Distributors, InterCapital, DWSC and Dean Witter
Trust Company ("DWTC"); James F. Higgins, President and Chief Operating
Officer of Dean Witter Financial, Executive Vice President of DWDC and
Director of DWR, Distributors, InterCapital, DWSC and DWTC; Charles A.
Fiumefreddo, Executive Vice President and Director of DWR and Chairman of the
Board of Directors, Chief Executive Officer and Director of InterCapital,
DWSC and Distributors and Chairman of the Board of Directors and Director of
DWTC; Christine A. Edwards, Executive Vice President, Secretary and General
Counsel of DWDC, Executive Vice President, Secretary, General Counsel and
Director of DWR, Executive Vice President, Secretary, Chief Legal Officer and
Director of Distributors, and Director of InterCapital and DWSC; and Thomas
C. Schneider, Executive Vice President and Chief Financial Officer of DWDC
and Executive Vice President, Chief Financial Officer and Director of DWR,
Distributors, InterCapital and DWSC.
The business address of the foregoing Directors and Executive Officer is
Two World Trade Center, New York, New York 10048.
InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. Appendix B lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to those of the Fund and sets forth the fees
payable to InterCapital by such companies, including the Fund, and their net
assets as of March , 1997.
7
<PAGE>
DWDC has its offices at Two World Trade Center, New York, New York 10048.
Dean Witter Distributors Inc. acts as the Fund's Distributor. Like
InterCapital, the Distributor is a wholly-owned subsidiary of DWDC. Pursuant
to the Fund's Plan of Distribution pursuant to Rule 12b-1 with the
Distributor, the Distributor and any of its affiliates are authorized to
utilize their own resources to finance certain activities in connection with
the distribution of the Fund's shares. Among the activities and services
which may be provided by the Distributor under the Plan are: (1) compensation
to, and expenses of, account executives and other employees of the
Distributor and others, including overhead and telephone expenses; (2) sales
incentives and bonuses to sales representatives and to marketing personnel in
connection with promoting sales of the Fund's shares; (3) expenses incurred
in connection with promoting sales of the Fund's shares; (4) preparing and
distributing sales literature; and (5) providing advertising and promotional
activities, including direct mail solicitation and television, radio,
newspaper, magazine and other media advertisements.
The following table sets forth transfer agency fees paid by each Series of
the Fund to DWTC, the Fund's Transfer Agent and brokerage commissions paid by
certain Series to DWR, each an affiliate of InterCapital:
<TABLE>
<CAPTION>
TRANSFER AGENT FEES PAID BROKERAGE COMMISSIONS PERCENTAGE OF AGGREGATE
TO DWTC DURING PAID TO DWR FOR LAST BROKERAGE COMMISSIONS
DEAN WITTER RETIREMENT SERIES LAST FISCAL YEAR FISCAL YEAR FOR LAST FISCAL YEAR
- -------------------------------------- ------------------------ --------------------- -----------------------
<S> <C> <C> <C>
Liquid Asset Series ................... $4,100 $ -0- -0-
U.S. Government Money Market Series .. 500 -0- -0-
U.S. Government Securities Series .... 3,800 -0- -0-
Intermediate Income Securities Series 480 -0- -0-
American Value Series ................. 5,900 67,847 48.44%
Capital Growth Series ................. 300 1,774 55.37
Dividend Growth Series ................ 7,100 30,759 60.17
Strategist Series ..................... 2,000 10,751 62.70
Utilities Series ...................... 1,200 4,140 88.70
Value-Added Market Series ............. 1,300 -0- -0-
Global Equity Series .................. 5,100 5,635 7.21
</TABLE>
Once the Merger is consummated and the New Agreement is approved, the
Distributor, DWR and DWTC fully intend to continue to provide, respectively,
the same services to the Fund as are currently being provided.
(2) ELECTION OF TRUSTEES
The number of Trustees of the Fund has been fixed by the Board at ten.
There are presently eight Trustees, all of whom are standing for re-election
at the Meeting for indefinite terms. [In addition, the Board of the Fund has
nominated for election as Trustees at the Meeting and for the
first time.]
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
Independent Trustees. [Messrs. and ], who have been nominated
for election at the Meeting, if elected, also will be Independent Trustees.
The other two current Trustees, Charles A. Fiumefreddo and Phillip J.
Purcell, are "interested persons" (as such term is defined under the 1940
Act) of the Fund and InterCapital and, thus, are not Independent Trustees.
The nominees for election as Trustees have been proposed by the Trustees now
serving or, in the case of the nominees for positions as Independent
Trustees, by the Independent Trustees now serving. Other than Messrs. Bozic,
Purcell and Schroeder, who were elected as Trustees by the other Trustees of
the Fund, all of the members of the Board currently serving were previously
elected by Dean Witter Reynolds Inc., the then sole Shareholder.
8
<PAGE>
The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Board includes principal
occupations and employment for at least the last five years, age, shares of
the Fund owned, if any, as of March , 1997 (shown in parentheses),
positions with the Fund, and directorships (or trusteeships) in other
companies which file periodic reports with the Securities and Exchange
Commission, including the 84 investment companies, including the Fund, for
which InterCapital serves as investment manager or investment adviser
(referred to herein as the "Dean Witter Funds") and the 14 investment
companies for which InterCapital's wholly-owned subsidiary, DWSC, serves as
manager and TCW Funds Management, Inc. serves as investment adviser (referred
to herein as the "TCW/DW Funds").
The nominees for Trustee to be elected at the Meeting are:
<F1>
MICHAEL BOZIC, Trustee since April 1994 *; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November 1995);
Director or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May 1991-July 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.
("Sears"); Director of Eaglemark Financial Services, Inc., the United Negro
College Fund and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO, Trustee since July 1991*; age 63; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the Dean Witter Funds; Chairman,
Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and
Director of DWTC; Director and/or officer of various DWDC subsidiaries;
formerly Executive Vice President and Director of DWDC (until February 1993).
EDWIN JACOB (JAKE) GARN, Trustee since January 1993*; age 64; Director or
Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly
Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle
Discovery (April 12-19, 1985); Vice Chairman, Huntsman Corporation (since
January 1993); Director of Franklin Quest (time management systems) and John
Alden Financial Corp; member of the board of various civic and charitable
organizations.
JOHN R. HAIRE, Trustee since January 1981*; age 72; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Chairman of the
Audit Committee and Chairman of the Committee of the Independent Trustees and
Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation,
an investment adviser (1964-1978); Director of Washington National
Corporation (insurance).
DR. MANUEL H. JOHNSON, Trustee since July 1991*; age 48; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a
founder of the Group of Seven Council (G7C), an international economic
commission; Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of NASDAQ (since June 1995); Director of Greenwich
Capital Markets Inc. (broker-dealer); Trustee of the Financial Accounting
Foundation (oversight organization for the FASB); formerly Vice Chairman of
the Board of Governors of the Federal Reserve System (1986-1990) and
Assistant Secretary of the U.S. Treasury (1982-1986).
- ------------
* This date is the date the Trustee began serving the Dean Witter Funds
complex.
9
<PAGE>
<F1>
MICHAEL E. NUGENT, Trustee since July 1991* ; age 60; General Partner,
Triumph Capital, L.P., a private investment partnership; Director or Trustee
of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice
President, Bankers Fund Company and BT Capital Corporation (1984-1988);
Director of various business organizations.
PHILIP J. PURCELL, Trustee since April 1994*; age 53; Chairman of the
Board of Directors and Chief Executive Officer of DWDC, DWR and Novus Credit
Services Inc.; Director of InterCapital, DWSC and Distributors; Director or
Trustee of the Dean Witter Funds; Director and/or officer of various DWDC
subsidiaries.
JOHN L. SCHROEDER, Trustee since April 1994*; age 66; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of the Home Insurance Company (1991-1995).
INSERT NEW PERSON
INSERT NEW PERSON
The other executive officers of the Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Robert S.
Giambrone, Vice President; Joseph J. McAlinden, Vice President; and Thomas F.
Caloia, Treasurer; and, Mark Bavoso, Patricia A. Cuddy, Edward F. Gaylor,
Rajesh K. Gupta, Peter Hermann, Jonathan R. Page, Paul D. Vance, Anita H.
Kolleeny, Paula La Costa, Rochelle G. Siegel, Kenton J. Hinchliffe and Alice
S. Weiss are Vice Presidents of the Fund. In addition, Frank Bruttomesso,
Marilyn K. Cranney, Lou Anne D. McInnis, Carsten Otto and Ruth Rossi serve as
Assistant Secretaries of the Fund.
Mr. Fink is 42 years old and is currently First Vice President (since June
1993), Secretary and General Counsel (since February 1997) of InterCapital
and DWSC and (since August 1996) Assistant Secretary of DWR; he is also First
Vice President, Assistant Secretary and Assistant General Counsel of
Distributors (since February 1997). He was previously Vice President,
Assistant Secretary and Assistant General Counsel of InterCapital and DWSC.
Mr. Scanlan is 60 years old and is currently President and Chief Operating
Officer of InterCapital (since March 1993) and DWSC; he is also Executive
Vice President of Distributors and Executive Vice President and Director of
DWTC. He was previously Executive Vice President of InterCapital (July
1992-March 1993) and prior thereto was Chairman of Harborview Group, Inc. Mr.
Giambrone is 42 years old and is currently Senior Vice President of
InterCapital, DWSC, Distributors and DWTC (since August 1995) and Director of
DWTC (since April 1996). He was formerly a partner of KPMG Peat Marwick, LLP.
Mr. McAlinden is 54 years old and is currently Executive Vice President of
InterCapital (since April 1996); he is also Chief Investment Officer of
InterCapital and Director of DWTC (since April 1996). He was previously
Senior Vice President of InterCapital (June 1995-April 1996) and prior
thereto was a Managing Director of Dillon Reed. Mr. Caloia is 51 years old
and is currently First Vice President and Assistant Treasurer of InterCapital
and DWSC. Mr. Bavoso is 36 years old and is currently Senior Vice President
of InterCapital. Ms. Cuddy is 42 years old and is currently Vice President of
InterCapital. Mr. Gaylor is 55 years old and is currently Senior Vice
President of InterCapital. Mr. Gupta is 36 years old and is currently Senior
Vice President of InterCapital. Mr. Hermann is 36 years old and is currently
Vice President of InterCapital. Prior to joining InterCapital in March 1994,
Mr. Hermann was a portfolio manager at the Bank of New York. Mr. Page is 50
- ------------
* This date is the date the Trustee began serving the Dean Witter Funds
complex.
10
<PAGE>
years old and is currently Senior Vice President of InterCapital. Mr. Vance
is 60 years old and is currently Senior Vice President. Ms. Kolleeny is 42
years old and is currently Senior Vice President. Ms. La Costa is 45 years
old and is currently Vice President. Ms. Siegel is 48 years old and is
currently Senior Vice President of InterCapital. Mr. Hinchliffe is 52 years
old and is currently Senior Vice President. Ms. Weiss is 48 years old and is
currently Vice President of InterCapital. Other than Messrs. Scanlan,
Giambrone, McAlinden, and Hermann, each of the above officers has been an
employee of InterCapital or DWR (formerly the corporate parent of
InterCapital) for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board currently consists of eight (8) Trustees. These same individuals
also serve as directors or trustees for all of the Dean Witter Funds, and are
referred to in this section as Trustees. As of the date of this Proxy
Statement, there are a total of 84 Dean Witter Funds, comprised of 127
portfolios. As of February 28, 1997, the Dean Witter Funds had total net
assets of approximately $ billion and more than six million shareholders.
Six Trustees and the two new nominees (80% of the total number) have no
affiliation or business connection with InterCapital or any of its affiliated
persons and do not own any stock or other securities issued by InterCapital's
parent company, DWDC. The other two Trustees (the "Management Trustees") are
affiliated with InterCapital. For a period of at least three years after the
consummation of the Merger, at least 75% of the members of the Board of
Trustees of the Fund will not be "interested persons" (as defined in the 1940
Act) of the Investment Manager. Four of the six Independent Trustees are also
Independent Trustees of the TCW/DW Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Dean Witter Funds seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the Funds' Boards, such individuals may reject other attractive
assignments because the Funds make substantial demands on their time. Indeed,
by serving on the Funds' Boards, certain Trustees who would otherwise be
qualified and in demand to serve on bank boards would be prohibited by law
from doing so.
All of the current Independent Trustees serve as members of the Audit
Committee and the Committee of the Independent Trustees. Three of them also
serve as members of the Derivatives Committee. The Committees hold some
meetings at InterCapital's offices and some outside InterCapital. Management
Trustees or officers do not attend these meetings unless they are invited for
purposes of furnishing information or making a report. The Funds do not have
any nominating or compensation committees.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements; continually
reviewing Fund performance; checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading
among Funds in the same complex; and approving fidelity bond and related
insurance coverage and allocations, as well as other matters that arise from
time to time. The Independent Trustees are required to select and nominate
individuals to fill any Independent Trustee vacancy on the Board of any Fund
that has a Rule 12b-1 plan of distribution. Most of the Dean Witter Funds
have such a plan.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent
11
<PAGE>
accountants the audit plan and results of the auditing engagement; approving
professional services provided by the independent accountants and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent accountants; considering the range of audit
and non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board.
Finally, the Board has formed a Derivatives Committee to establish
parameters for and oversee the activities of the Fund with respect to
derivative investments, if any, made by the Fund.
The Board of Trustees during the fiscal year ended July 31, 1996, held six
meetings; the Committee of Independent Trustees held ten meetings and the
Audit and Derivatives Committees each held 4 meetings. No Trustee attended
fewer than 75% of the meetings of the Board, the Audit Committee, the
Committee of the Independent Trustees or the Derivatives Committee held while
he served in such positions.
DUTIES OF CHAIRMAN OF COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE
The Chairman of the Committee of the Independent Trustees and the Audit
Committee maintains an office at the Fund's headquarters in New York. He is
responsible for keeping abreast of regulatory and industry developments and
the Funds' operations and management. He screens and/or prepares written
materials and identifies critical issues for the Independent Trustees to
consider, develops agendas for Committee meetings, determines the type and
amount of information that the Committees will need to form a judgment on
various issues, and arranges to have that information furnished to Committee
members. He also arranges for the services of independent experts and
consults with them in advance of meetings to help refine reports and to focus
on critical issues. Members of the Committees believe that the person who
serves as Chairman of both Committees and guides their efforts is pivotal to
the effective functioning of the Committees.
The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Manager and other service
providers. In effect, the Chairman of the Committees serves as a combination
of chief executive and support staff of the Independent Trustees.
The Chairman of the Committee of the Independent Trustees and the Audit
Committee is not employed by any other organization and devotes his time
primarily to the services he performs as Committee Chairman and Independent
Trustee of the Dean Witter Funds and as an Independent Trustee and, since
July 1, 1996, as Chairman of the Committee of the Independent Trustees and
the Audit Committee of the TCW/DW Funds. The current Committee Chairman has
had more than 35 years experience as a senior executive in the investment
company industry.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN
WITTER FUNDS
The Independent Trustees and the Fund's management believe that having the
same Independent Trustees for each of the Dean Witter Funds avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of
separate groups of Independent Trustees arriving at conflicting decisions
regarding operations and management of the Funds and avoids the cost and
confusion that would likely ensue. Finally, having the same
12
<PAGE>
Independent Trustees serve on all Fund Boards enhances the ability of each
Fund to obtain, at modest cost to each separate Fund, the services of
Independent Trustees, and a Chairman of their Committees, of the caliber,
experience and business acumen of the individuals who serve as Independent
Trustees of the Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds
in the Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds
complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees
may allocate their investments among specific Funds in any manner they
determine is appropriate based on their individual investment objectives. As
of the date of this Proxy Statement, each Trustee is in compliance with the
policy. Any future Trustee will be given a one year period following his or
her election within which to comply with the foregoing. As of December 31,
1996, the total value of the investments by the Trustees and/or their spouses
in shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $9.8 million.
As of the Record Date, the aggregate number of shares of the Fund owned by
the Fund's officers and Trustees as a group was less than 1 percent of the
Fund's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES
The Fund pays each Independent Trustee an annual fee of $1,000 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board attended by the Trustee (the Fund pays the Chairman of the Audit
Committee an annual fee of $750 and pays the Chairman of the Committee of the
Independent Trustees an additional annual fee of $1,200). The Fund also
reimburses such Trustees for travel and other out-of-pocket expenses incurred
by them in connection with attending such meetings. Trustees and officers of
the Fund who are or have been employed by the Investment Manager or an
affiliated company receive no compensation or expense reimbursement from the
Fund.
As of the date of this Proxy Statement, 57 of the Dean Witter Funds, not
including the Fund, have adopted a retirement program under which an
Independent Trustee who retires after serving for at least five years (or
such lesser period as may be determined by the Board) as an Independent
Director or Trustee of any Dean Witter Fund that has adopted the retirement
program (each such Fund referred to as an "Adopting Fund" and each such
Trustee referred to as an "Eligible Trustee") is entitled to retirement
payments upon reaching the eligible retirement age (normally, after attaining
age 72). Annual payments are based upon length of service. Currently, upon
retirement, each Eligible Trustee is entitled to receive from the Fund,
commencing as of his or her retirement date and continuing for the remainder
of his or her life, an annual retirement benefit (the "Regular Benefit")
equal to 25.0% of his or her Eligible Compensation plus 0.4166666% of such
Eligible Compensation for each full month of service as an Independent
Director or Trustee of any Adopting Fund in excess of five years up to a
maximum of 50.0% after ten years of service. The foregoing percentages may be
changed by the Board. "Eligible Compensation" is one-fifth of the total
compensation earned by such Eligible Trustee for service to the Fund in the
five year period prior to the date of the Eligible Trustee's retirement. An
Eligible Trustee may elect alternate payments of his or her retirement
benefits based upon the combined life expectancy of such Eligible Trustee and
his or her spouse on the date of such Eligible Trustee's retirement. The
amount estimated to be payable under this method, through the remainder of
the later of the lives of such Eligible Trustee and spouse, will be the
actuarial equivalent of the Regular Benefit. In addition, the Eligible
Trustee may elect that the surviving spouse's periodic payment of benefits
will be equal to either 50% or 100%
13
<PAGE>
of the previous periodic amount, an election that, respectively, increases or
decreases the previous periodic amount so that the resulting payments will be
the actuarial equivalent of the Regular Benefit. Benefits under the
retirement program are not secured or funded by the Funds.
Set forth below are tables illustrating the compensation paid to the
Fund's Independent Trustees by the Fund for its last fiscal year. In
addition, the cash compensation paid and the retirement benefits accrued to
the Fund's Independent Trustees for the calendar year ended December 31, 1996
for services to the 82 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1996 are also included in the following tables. With respect to
Messrs. Haire, Johnson, Nugent and Schroeder, the TCW/DW Funds are included
solely because of a limited exchange privilege between those Funds and five
Dean Witter Money Market Funds. The tables also illustrate the retirement
benefits accrued to the Fund's Independent Trustees by the 57 Dean Witter
Funds for the calendar year ended December 31, 1996 and the estimated
retirement benefits for the Fund's Independent Trustees, to commence upon
their retirement, from the 57 Funds as of December 31, 1996.
TRUSTEE COMPENSATION
The following tables illustrate the compensation paid to the Fund's
Independent Trustees by the Fund for its last fiscal year.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE FUND
- --------------------------- ---------------
<S> <C>
Michael Bozic .............. $1,300
Edwin J. Garn .............. 1,350
John R. Haire .............. 3,013
Dr. Manuel H. Johnson ..... 1,300
Michael E. Nugent .......... 1,300
John L. Schroeder .......... 1,300
</TABLE>
14
<PAGE>
FUND COMPLEX COMPENSATION
The following table illustrates the compensation paid to the Independent
Trustees of the Fund for the calendar year ended December 31, 1996 for
services to the 82 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1996. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Dean Witter Money Market Funds.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
COMMITTEE OF
FOR SERVICE INDEPENDENT FOR SERVICE AS TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ CHAIRMAN OF COMPENSATION
TRUSTEE AND TRUSTEE AND TRUSTEES AND COMMITTEE OF FOR SERVICES TO
COMMITTEE COMMITTEE AUDIT INDEPENDENT TRUSTEES 82 DEAN WITTER
MEMBER OF 82 MEMBER COMMITTEES AND AUDIT FUNDS AND 14
DEAN WITTER OF 14 TCW/DW OF 82 DEAN COMMITTEES OF THE 14 TCW/DW
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS WITTER FUNDS TCW/DW FUNDS FUNDS
- --------------------------- -------------- -------------- -------------- -------------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $138,850 -- -- -- $138,850
Edwin J. Garn .............. 140,900 -- -- -- 140,900
John R. Haire .............. 106,400 $64,283 $195,450 $12,187 378,320
Dr. Manuel H. Johnson ..... 137,100 66,483 -- -- 203,583
Michael E. Nugent .......... 138,850 64,283 -- -- 203,133
John L. Schroeder .......... 137,150 69,083 -- -- 206,233
</TABLE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Fund by the 57 Dean Witter Funds, not including
the Fund, for the year ended December 31, 1996, and the estimated retirement
benefits for the Independent Trustees, to commence upon their retirement,
from the 57 Dean Witter Funds as of December 31, 1996.
RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED ANNUAL
CREDITED YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(2)
- --------------------------- -------------- -------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic .............. 10 50.0% $20,147 $ 51,325
Edwin J. Garn .............. 10 50.0 27,772 51,325
John R. Haire .............. 10 50.0 46,952 129,550
Dr. Manuel H. Johnson ..... 10 50.0 10,926 51,325
Michael E. Nugent .......... 10 50.0 19,217 51,325
John L. Schroeder .......... 8 41.7 38,700 42,771
</TABLE>
- ------------
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program contained in this Proxy Statement.
15
<PAGE>
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Fund that unless a proxy instructs them to withhold authority to vote for
all listed nominees or for any individual nominee, they will vote all validly
executed proxies for the election of the nominees named above. All of the
nominees have consented to being named in this Proxy Statement and to serve,
if elected, and no circumstances now known will prevent any of the nominees
from serving. If any nominee should be unable or unwilling to serve, the
proxy will be voted for a substitute nominee proposed by the present Trustees
or, in the case of an Independent Trustee nominee, by the Independent
Trustees. The election of each Trustee requires the approval of a majority of
the shares of the Fund represented and entitled to vote at the Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF ALL OF THE TRUSTEES NOMINATED FOR ELECTION.
(3) RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of Price Waterhouse LLP
("Price Waterhouse") as the Fund's independent accountants for the fiscal
year-ending July 31, 1997,
The selection of Price Waterhouse is being submitted for ratification or
rejection by Shareholders at the Meeting. Price Waterhouse has been the
independent accountants for the Fund since its inception, and has no direct
or indirect financial interest in the Fund.
A representative of Price Waterhouse is expected to be present at the
Meeting and will be available to make a statement, and to respond to
appropriate questions of Shareholders.
Ratification of the selection of Price Waterhouse requires the approval of
a majority of the shares of the Fund represented and entitled to vote at the
Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF
PRICE WATERHOUSE AS THE INDEPENDENT ACCOUNTANTS FOR THE FUND.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting of the Fund for a total of not more than 60 days in the aggregate, to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Fund's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in
favor of Proposal 1 and will vote against any such adjournment those proxies
required to be voted against that proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares
held in street name for which the broker indicates that instructions have not
been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
The Fund does not hold regular shareholders' meetings. Proposals of
Shareholders of the Fund intended to be presented at the next meeting of
Shareholders must be received a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the
proxy statement for that meeting.
16
<PAGE>
REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT FOR THE FUND'S MOST RECENT FISCAL
YEAR [AND THE SUCCEEDING SEMI-ANNUAL REPORT,] HAVE [HAS] BEEN SENT PREVIOUSLY
TO SHAREHOLDERS AND ARE [IS] AVAILABLE WITHOUT CHARGE UPON REQUEST FROM
ADRIENNE RYAN-PINTO AT DWTC, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY
CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS (TOLL-FREE)).
INTEREST OF CERTAIN PERSONS
DWDC, DWR, the Investment Manager, DWSC, the Distributor and certain of
their respective Directors, officers, and employees, including persons who
are Trustees or officers of the Fund, may be deemed to have an interest in
certain of the proposals described in this proxy statement to the extent that
certain of such companies and their affiliates have contractual and other
arrangements, described elsewhere in this Proxy Statement, pursuant to which
they are paid fees by the Fund, and certain of those individuals are
compensated for performing services relating to the Fund and may also own
shares of DWDC. Such companies and persons may thus be deemed to derive
benefits from the approvals by Shareholders of such proposals.
OTHER BUSINESS
The management of the Fund knows of no other matters which may be
presented at the Meeting. However, if any matters not now known properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
17
<PAGE>
APPENDIX A
FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the day of , 1997 by and between Dean
Witter Retirement Series, an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts (hereinafter called the
"Fund"), and Dean Witter InterCapital Inc., a Delaware corporation
(hereinafter called the "Investment Manager"):
WHEREAS, The Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, The Investment Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the business of
acting as investment adviser; and
WHEREAS, The Fund is authorized to issue shares of beneficial interest in
separate portfolios (the "Series") with each Series representing interests in
a separate portfolio of securities and other assets; and
WHEREAS, The Fund presently offers shares in several Series, such Series
together with all other Series subsequently established by the Fund with
respect to which the Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms
and conditions hereinafter set forth being collectively referred to as the
"Series"; and
WHEREAS, The Investment Manager desires to be retained to perform services
on saidterms and conditions:
Now, Therefore, this Agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:
1. The Fund hereby retains the Investment Manager to act as investment
manager of the Series and, subject to the supervision of the Trustees, to
supervise the investment activities of the Series as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously manage the assets of the Series in a manner consistent with the
investment objectives and policies of the Series; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Series and the timing of such purchases, sales and dispositions; and
shall take such further action, including the placing of purchase and sale
orders on behalf of the Series, as the Investment Manager shall deem
necessary or appropriate. The Investment Manager shall also furnish to or
place at the disposal of the Fund such of the information, evaluations,
analyses and opinions formulated or obtained by the Investment Manager in the
discharge of its duties as the Fund may, from time to time, reasonably
request.
In the event the Fund establishes another Series other than the current
Series with respect to which it desires to retain the Investment Manager to
render investment advisory services hereunder, it shall notify the Investment
Manager in writing. If the Investment Manager is willing to render such
services, it shall notify the Fund in writing, whereupon such other Series
shall become a Series hereunder.
2. The Investment Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful
A-1
<PAGE>
to the performance of its obligations under this Agreement. Without limiting
the generality of the foregoing, the staff and personnel of the Investment
Manager shall be deemed to include persons employed or otherwise retained by
the Investment Manager to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to technical
and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Investment Manager
shall, as agent for the Fund, maintain the Fund's records and books of
account (other than those maintained by the Fund's transfer agent, registrar,
custodian and other agencies). All such books and records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Manager shall surrender to the Fund such of the books and records so
requested.
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Manager may reasonably require in order to discharge its duties
and obligations hereunder.
4. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Fund, and provide such office space,
facilities and equipment and such clerical help and bookkeeping services as
the Fund shall reasonably require in the conduct of its business. The
Investment Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Fund.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: fees pursuant to any plan of
distribution that the Fund may adopt; the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel); the cost and
expense of printing (including typesetting) and distributing prospectuses and
statements of additional information of the Fund and supplements thereto to
the Fund's shareholders; all expenses of shareholders' and Trustees' meetings
and of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Investment Manager or any
corporate affiliate of the Investment Manager; all expenses incident to the
payment of any dividend, distribution, withdrawal or redemption, whether in
shares or in cash; charges and expenses of any outside service used for
pricing of the Fund's shares; charges and expenses of legal counsel,
including counsel to the Trustees of the Fund who are not interested persons
(as defined in the Act) of the Fund or the Investment Manager, and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel (including
officers and Trustees) of the Fund which inure to its benefit; extraordinary
expenses (including, but not limited to, legal claims and liabilities and
litigation costs and any indemnification related thereto); and all other
charges and costs of the Fund's operation unless otherwise explicitly
provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the various Series of the Fund
shall pay to the Investment Manager monthly compensation determined by
applying the annual rates of 0.50%, 0.50%, 0.65%, 0.65%, 0.85%, 0.85%, 0.75%,
0.85%, 0.75%, 0.50% and 1.00% to the daily net assets of the Liquid Asset
Series, the U.S. Government Money Market Series,
A-2
<PAGE>
the U.S. Government Securities Series, the Intermediate Income Securities
Series, the American Value Series, the Capital Growth Series, the Dividend
Growth Series, the Strategist Series, the Utilities Series, the Value-Added
Market Series and the Global Equity Series, respectively, determined as of
the close of each business day. Except as hereinafter set forth, compensation
under this Agreement shall be calculated and accrued daily and the amounts of
the daily accruals shall be paid monthly. Such calculations shall be made by
applying 1/365ths of the annual rates to the net assets of the respective
Series each day determined as of the close of business on that day or the
last previous business day. If this Agreement becomes effective subsequent to
the first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above.
Subject to the provisions of paragraph 7 hereof, payment of the Investment
Manager's compensation for the preceding month shall be made as promptly as
possible after completion of the computations contemplated by paragraph 7
hereof.
7. In the event the operating expenses of a Series, including amounts
payable to the Investment Manager pursuant to paragraph 6 hereof, for any
fiscal year ending on a date on which this Agreement is in effect, exceed the
expense limitations applicable to such Series imposed by state securities
laws or regulations thereunder, as such limitations may be raised or lowered
from time to time, the Investment Manager shall reduce its management fee in
respect of such Series to the extent of such excess and, if required,
pursuant to any such laws or regulations, will reimburse such Series for
annual operating expenses in excess of any expense limitation that may be
applicable; provided, however, there shall be excluded from such expenses the
amount of any interest, taxes, brokerage commissions, distribution fees and
extraordinary expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification related thereto)
paid or payable by such Series. Such reduction, if any, shall be computed and
accrued daily, shall be settled on a monthly basis, and shall be based upon
the expense limitation applicable to such Series as at the end of the last
business day of the month. Should two or more such expense limitations be
applicable as at the end of the last business day of the month, that expense
limitation which results in the largest reduction in the Investment Manager's
fee shall be applicable.
For purposes of this provision, should any applicable expense limitation
be based upon the gross income of the Series, such gross income shall
include, but not be limited to, interest on debt securities in the portfolio
of such Series accrued to and including the last day of the Fund's fiscal
year, and dividends declared on equity securities in the portfolio of such
Series, the record dates for which fall on or prior to the last day of such
fiscal year, but shall not include gains from the sale of securities.
8. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Manager shall not be liable to the Fund
or any of its investors for any error of judgment or mistake of law or for
any act or omission by the Investment Manager or for any losses sustained by
the Fund or its investors.
9. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing in this Agreement shall limit or restrict the right of
any Trustee, officer or employee of the Investment Manager to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business whether of a similar or
dissimilar nature.
A-3
<PAGE>
10. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter with respect to each Series provided such continuance
with respect to a Series is approved at least annually by the vote of holders
of a majority, as defined in the Act, of the outstanding voting securities of
such Series or by the Trustees of the Fund; provided that in either event
such continuance is also approved annually by the vote of a majority of the
Trustees of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote must be cast
in person at a meeting called for the purpose of voting on such approval;
provided, however, that (a) the Fund may, at any time and without the payment
of any penalty, terminate this Agreement upon thirty days' written notice to
the Investment Manager, either by majority vote of the Trustees of the Fund
or, with respect to a Series, by the vote of a majority of the outstanding
voting securities of such Series; (b) this Agreement shall immediately
terminate in the event of its assignment (to the extent required by the Act
and the rules thereunder) unless such automatic terminations shall be
prevented by an exemptive order of the Securities and Exchange Commission;
and (c) the Investment Manager may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.
Any approval of this Agreement by the holders of a majority of the
outstanding voting securities of any Series shall be effective to continue
this Agreement with respect to such Series notwithstanding (a) that this
Agreement has not been approved by the holders of a majority of the
outstanding voting securities of any other Series or (b) that this Agreement
has not been approved by the vote of a majority of the outstanding voting
securities of the Fund, unless such approval shall be required by any other
applicable law or otherwise.
11. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.
12. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflicts with the applicable provisions of the Act, the latter shall
control.
13. The Investment Manager and the Fund each agree that the name "Dean
Witter," which comprises a component of the Fund's name, is a property right
of Dean Witter Reynolds Inc. The Fund agrees and consents that (i) it will
only use the name "Dean Witter" as a component of its name and for no other
purpose, (ii) it will not purport to grant to any third party the right to
use the name "Dean Witter" for any purpose, (iii) the Investment Manager or
its parent, Morgan Stanley, Dean Witter, Discover & Co., or any corporate
affiliate of the Investment Manager's parent, may use or grant to others the
right to use the name "Dean Witter," or any combination or abbreviation
thereof, as all or a portion of a corporate or business name or for any
commercial purpose, including a grant of such right to any other investment
company, (iv) at the request of the Investment Manager or its parent, the
Fund will take such action as may be required to provide its consent to the
use of the name "Dean Witter," or any combination or abbreviation thereof, by
the Investment Manager or its parent or any corporate affiliate of the
Investment Manager's parent, or by any person to whom the Investment Manager
or its parent or any corporate affiliate of the Investment Manager's parent
shall have granted the right to such use, and (v) upon the termination of any
investment advisory agreement into which the Investment Manager and the Fund
may enter, or upon termination of affiliation of the Investment Manager with
its parent, the Fund shall, upon request by the Investment Manager or its
parent, cease to use the name "Dean Witter" as a component of its name, and
shall not use the name, or any combination or abbreviation thereof, as a part
of its name or for any other commercial purpose, and shall cause its
officers, Trustees and shareholders to take any and all actions which the
Investment Manager or its parent may request to effect the foregoing and to
reconvey to the Investment Manager or its parent any and all rights to such
name.
A-4
<PAGE>
14. The Declaration of Trust establishing Dean Witter Retirement Series,
dated May 14, 1992, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Dean Witter Retirement
Series refers to the Trustees under the Declaration collectively as Trustees,
but not as individuals or personally; and no Trustee, shareholder, officer,
employee or agent of Dean Witter Retirement Series shall be held to any
personal liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in connection with the
affairs of said Dean Witter Retirement Series, but the Trust Estate only
shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.
DEAN WITTER RETIREMENT SERIES
By ...........................
Attest:
.....................................................
DEAN WITTER INTERCAPITAL INC.
By ............................
Attest:
.....................................................
A-5
<PAGE>
APPENDIX B
InterCapital serves as investment manager to the Fund and the other
investment companies listed below which have similar investment objectives to
those of the Liquid Asset Series and U.S. Government Money Market Series of
the Fund. Set forth below is a chart showing the net assets of each such
investment company as of March , 1997 and the investment management fees
rate(s) applicable to such investment company.
<TABLE>
<CAPTION>
NET ASSETS CURRENT INVESTMENT
AS OF 03//97 MANAGEMENT FEE RATE(S)
------------------ ---------------------------------------
<S> <C> <C> <C>
1. ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST ........ $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.25% on assets over $3 billion
2. ACTIVE ASSETS GOVERNMENT SECURITIES TRUST ...... $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.25% on assets over $3 billion
3. ACTIVE ASSETS MONEY TRUST ....................... $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.25% on assets over $3 billion
4. ACTIVE ASSETS TAX-FREE TRUST .................... $ 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 CALIFORNIA TAX-FREE DAILY INCOME
TRUST ........................................... $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.25% on assets over $3 billion
6. DEAN WITTER LIQUID ASSET FUND INC. .............. $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.248% on assets over $17.5 billion
7. DEAN WITTER NEW YORK MUNICIPAL MONEY MARKET
TRUST ........................................... $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.25% on assets over $3 billion
8. DEAN WITTER TAX-FREE DAILY INCOME TRUST ........ $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.25% on assets over $3 billion
9. DEAN WITTER U.S. GOVERNMENT MONEY MARKET
TRUST ........................................... $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.25% on assets over $3 billion
10. DEAN WITTER RETIREMENT SERIES:
(A) LIQUID ASSET SERIES ......................... $ 0.50%(1)
(B) U.S. GOVERNMENT MONEY MARKET SERIES ........ $ 0.50%(1)
11. DEAN WITTER SELECT DIMENSIONS INVESTMENT
SERIES:*
(A) MONEY MARKET PORTFOLIO ...................... $ 0.50%
12. DEAN WITTER VARIABLE INVESTMENT SERIES:*
(A) MONEY MARKET PORTFOLIO ...................... $ 0.50%
</TABLE>
[FN]
- ------------
* 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, until July 31, 1997, to continue 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 each Series in its
investment management agreement with that company to the extent that
such expenses and compensation on an annualized basis exceed 1.0% of
the daily net assets of the pertinent Series.
B-1
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS CURRENT INVESTMENT
AS OF 03//97 MANAGEMENT FEE RATE(S)
------------------ ---------------------------------------
<S> <C> <C> <C>
1. DEAN WITTER HIGH YIELD SECURITIES INC.* ............ $ 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* ..... $ 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* ......... $ 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* .............. $ 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.** .............. $ 0.50%
6. HIGH INCOME ADVANTAGE TRUST** ...................... $ 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** ................... $ 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** .................. $ 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* ....... $ 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* ............... $ 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** .............. $ 0.60%
12. DEAN WITTER GLOBAL SHORT-TERM INCOME FUND INC.* ... $ 0.55% on assets up to $500 million and
0.50% on assets over $500 million
13. DEAN WITTER PREMIER INCOME TRUST* .................. $ 0.50% (of which 40% is paid to a
Sub-Adviser)
14. DEAN WITTER SHORT-TERM U.S. TREASURY TRUST* ....... $ 0.35%
15. DEAN WITTER DIVERSIFIED INCOME TRUST* .............. $ 0.40%
16. DEAN WITTER SHORT-TERM BOND FUND* .................. $ 0.70%(1)
17. DEAN WITTER HIGH INCOME SECURITIES* ................ $ 0.50% on assets up to $500 million and
0.425% on assets over $500 million
18. PRIME INCOME TRUST** ............................... $ 0.90% on assets up to $500 million and
0.85% on assets over $500 million
B-2
<PAGE>
NET ASSETS CURRENT INVESTMENT
AS OF 03//97 MANAGEMENT FEE RATE(S)
------------------ ---------------------------------------
19. DEAN WITTER BALANCED INCOME FUND* .................. $ 0.60%
20. DEAN WITTER RETIREMENT SERIES:*
(a) U.S. GOVERNMENT SECURITIES SERIES .............. $ 0.65%(2)
(b) INTERMEDIATE INCOME SECURITIES SERIES ......... $ 0.65%(2)
21. DEAN WITTER VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO .................. $ 0.50% on assets up to $500 million and
0.45% on assets over $500 million
(b) HIGH YIELD PORTFOLIO ........................... $ 0.50%
22. DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO ................... $ 0.40%
(b) NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
$ 0.65% (of which 40% is paid to a
Sub-Adviser)
23. DEAN WITTER INTERMEDIATE TERM U.S. TREASURY TRUST* $ 0.35%(3)
<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, from January 1, 1997 through April 30,
1997, 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.
(2) InterCapital has undertaken, until July 31, 1997, to continue to assume
all operating expenses of the Series of Dean Witter Retirement Series
(except for brokerage fees and a portion of organizational expenses)
and to waive the compensation provided for each Series in its
investment management agreement with that company in respect of each
Series to the extent that such expenses and compensation on an
annualized basis exceed 1.0% of the average daily net assets of the
pertinent Series.
(3) InterCapital has undertaken to assume all operating expenses of Dean
Witter Intermediate Term U.S. Treasury Trust (except for any 12b-1 fees
and brokerage expenses) and to waive the compensation provided for in
its investment management agreement with that company until such time
as that company has $50 million of net assets or until March 31, 1997,
whichever occurs first.
B-3
<PAGE>
InterCapital serves as investment manager to the Fund and the other
investment companies listed below which have similar investment objectives to
those of the Utilities Series, the Dividend Growth Series, American Value
Series, the Value-Added Market Series, the Capital Growth Series, the Global
Equity Series, and the Strategist Series of the Fund. Set forth below is a
chart showing the net assets of each such investment company as of March ,
1997 and the investment management fee rate(s) applicable to such investment
company.
</TABLE>
<TABLE>
<CAPTION>
NET ASSETS CURRENT INVESTMENT
AS OF 03//97 MANAGEMENT FEE RATE(S)
------------------ ----------------------------------------
<S> <C> <C> <C>
1. DEAN WITTER AMERICAN VALUE FUND ................... $ 0.625% on assets up to $250 million,
scaled down at various asset levels to
0.475% on assets over $2.5 billion
2. DEAN WITTER BALANCED GROWTH FUND .................. $ 0.60%
3. DEAN WITTER CAPITAL APPRECIATION FUND ............. $ 0.75%
4. DEAN WITTER CAPITAL GROWTH SECURITIES ............. $ 0.65% on assets up to $500 million,
scaled down at various asset levels to
0.475% on assets over $1.5 billion
5. DEAN WITTER DEVELOPING GROWTH SECURITIES TRUST ...
$ 0.50% on assets up to $500 million and
0.475% on assets over $500 million
6. DEAN WITTER DIVIDEND GROWTH SECURITIES INC. ...... $ 0.625% on assets up to $250 million,
scaled down at various asset levels to
0.30% on assets over $10 billion
7. DEAN WITTER EUROPEAN GROWTH FUND INC. ............. $ 1.00% on assets up to $500 million and
0.95% on assets over $500 million (of
which 40% is paid to a Sub-Adviser)
8. DEAN WITTER FINANCIAL SERVICES TRUST .............. $ 0.75%
9. DEAN WITTER GLOBAL ASSET ALLOCATION FUND ......... $ 1.00% (of which 60% is paid to two
Sub-Advisers)
10. DEAN WITTER GLOBAL DIVIDEND GROWTH SECURITIES .... $ 0.75% on assets up to $1 billion, scaled
down at various asset levels to 0.675%
on assets over $2.5 billion
11. DEAN WITTER GLOBAL UTILITIES FUND ................. $ 0.65%
12. DEAN WITTER HEALTH SCIENCES TRUST ................. $ 1.00% on assets up to $500 million and
0.95% on assets over $500 million
13. DEAN WITTER INCOME BUILDER FUND ................... $ 0.75%
14. DEAN WITTER INFORMATION FUND ...................... $ 0.75%
15. DEAN WITTER INTERNATIONAL SMALLCAP FUND .......... $ 1.25% (of which 40% is paid to a
Sub-Adviser)
16. DEAN WITTER JAPAN FUND ............................ $ 1.0% (of which 40% is paid to a
Sub-Adviser)
17. DEAN WITTER MARKET LEADER TRUST ................... $100,000 0.75% (1)
18. DEAN WITTER MID-CAP GROWTH FUND ................... $ 0.75%
B-4
<PAGE>
NET ASSETS CURRENT INVESTMENT
AS OF 03//97 MANAGEMENT FEE RATE(S)
------------------ ----------------------------------------
19. DEAN WITTER NATURAL RESOURCE DEVELOPMENT
SECURITIES INC. ................................... $ 0.625% on assets up to $250 million and
0.50% on assets over $250 million
20. DEAN WITTER PACIFIC GROWTH FUND INC. .............. $ 1.00% on assets up to $1 billion and
0.95% on assets over $1 billion (of
which 40% is paid to a Sub-Adviser)
21. DEAN WITTER PRECIOUS METALS AND MINERALS TRUST ... $ 0.80%
22. DEAN WITTER SPECIAL VALUE FUND .................... $ 0.75%
23. DEAN WITTER STRATEGIST FUND ....................... $ 0.60% on assets up to $500 million,
scaled down at various asset levels to
0.475% on assets over $1.5 billion
24. DEAN WITTER UTILITIES FUND ........................ $ 0.65% on assets up to $500 million,
scaled down at various asset levels to
0.425% on assets over $5 billion
25. DEAN WITTER VALUE-ADDED MARKET SERIES ............. $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.425% on assets over $1 billion
26. DEAN WITTER WORLD WIDE INVESTMENT TRUST .......... $ 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)
27. DEAN WITTER RETIREMENT SERIES:
(A) AMERICAN VALUE SERIES ......................... $ 0.85% (2)
(B) CAPITAL GROWTH SERIES ......................... $ 0.85% (2)
(C) DIVIDEND GROWTH SERIES ........................ $ 0.75% (2)
(D) GLOBAL EQUITY SERIES .......................... $ 1.00% (2)
(E) STRATEGIST SERIES ............................. $ 0.85% (2)
(F) UTILITIES SERIES .............................. $ 0.75% (2)
(G) VALUE-ADDED MARKET SERIES ..................... $ 0.50% (2)
28. DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:*
(A) AMERICAN VALUE PORTFOLIO ...................... $ 0.625%
(B) BALANCED PORTFOLIO ............................ $ 0.75% (of which 40% is paid to a
Sub-Adviser)
(C) CORE EQUITY PORTFOLIO ......................... $ 0.85% (of which 40% is paid to a
Sub-Adviser)
(D) DEVELOPING GROWTH PORTFOLIO ................... $ 0.50%
(E) DIVIDEND GROWTH PORTFOLIO ..................... $ 0.625%
(F) EMERGING MARKETS PORTFOLIO .................... $ 1.25% (of which 40% is paid to a
Sub-Adviser)
(G) GLOBAL EQUITY PORTFOLIO ....................... $ 1.00%
(H) MID-CAP GROWTH PORTFOLIO ...................... $ 0.75% (3)
(I) UTILITIES PORTFOLIO ........................... $ 0.65%
(J) VALUE-ADDED MARKET PORTFOLIO .................. $ 0.50%
29. DEAN WITTER VARIABLE INVESTMENT SERIES:*
(A) CAPITAL APPRECIATION PORTFOLIO ................ $ 0.75% (4)
(B) CAPITAL GROWTH PORTFOLIO ...................... $ 0.65%
B-5
<PAGE>
NET ASSETS CURRENT INVESTMENT
AS OF 03//97 MANAGEMENT FEE RATE(S)
------------------ ----------------------------------------
(C) DIVIDEND GROWTH PORTFOLIO ..................... $ 0.625% on assets up to $500 million,
scaled down at various asset levels to
0.475% on assets over $1 billion
(D) EQUITY PORTFOLIO .............................. $ 0.50% on assets up to $1 billion and
0.475% on assets over
$1 billion
(E) EUROPEAN GROWTH PORTFOLIO ..................... $ 1.00% (of which 40% is paid to a
Sub-Adviser)
(F) GLOBAL DIVIDEND GROWTH PORTFOLIO .............. $ 0.75%
(G) INCOME BUILDER PORTFOLIO ...................... $ 0.75% (4)
(H) MANAGED ASSETS PORTFOLIO ...................... $ 0.50%
(I) PACIFIC GROWTH PORTFOLIO ...................... $ 1.00% (of which 40% is paid to a
Sub-Adviser)
(J) UTILITIES PORTFOLIO ........................... $ 0.65% on assets up to $500 million and
0.55% on assets over $500 million
</TABLE>
- ------------
* 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 Market Leader Trust (except for any 12b-1 fees and brokerage
fees) and to waive the compensation provided for in its investment
management agreement with that company until such time as that company
has $50 million of net assets or until six months from that company's
commencement of operations. Dean Witter Market Leader Trust is expected
to commence operations on or about April 28, 1997.
(2) InterCapital has undertaken, until July 31, 1997, to continue 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 each Series in its
investment management agreement with that company to the extent that
such expenses and compensation on an annualized basis exceed 1.0% of
the daily net assets of the pertinent Series.
(3) InterCapital has undertaken, until the earlier of July 21, 1997 or the
attainment by the Portfolio of $50 million of net assets, to assume all
operating expenses (except for any brokerage fees) of the Mid-Cap
Growth Portfolio of Dean Witter Select Dimensions Investment Series and
to waive the compensation provided for that Portfolio in its investment
management agreement with the company.
(4) InterCapital has undertaken, until the earlier of July 21, 1997 or the
attainment by the respective Portfolio of $50 million of net assets, to
assume all operating expenses (except for any brokerage fees) of the
Income Builder Portfolio and the Capital Appreciation Portfolio of Dean
Witter Variable Investment Series and to waive the compensation
provided for each of these Portfolios in its investment management
agreement with that company.
B-6
<PAGE>
DEAN WITTER RETIREMENT SERIES - LIQUID ASSET SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Liquid Asset Series on May 2, 1997, at 10:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
----------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - LIQUID ASSETS SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - U.S. GOVERNMENT MONEY MARKET SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - U.S. Government Money Market Series on May 2,
1997, at 10:00 a.m., New York City time, and at any adjournment thereof, on
the proposals set forth in the Notice of Meeting dated , 1997 as
follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
-------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - U.S. GOVERNMENT MONEY
MARKET SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - U.S. GOVERNMENT SECURITIES SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - U.S. Government Securities Series on May 2,
1997, at 10:00 a.m., New York City time, and at any adjournment thereof, on
the proposals set forth in the Notice of Meeting dated , 1997 as
follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
--------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - U.S. GOVERNMENT SECURITIES
SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - INTERMEDIATE INCOME SECURITIES SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Intermediate Income Securities Series on May 2,
1997, at 10:00 a.m., New York City time, and at any adjournment thereof, on
the proposals set forth in the Notice of Meeting dated , 1997 as
follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
--------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - INTERMEDIATE INCOME
SECURITIES SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - AMERICAN VALUE SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - American Value Series on May 2, 1997, at 10:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
-----------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - AMERICAN VALUE SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - CAPITAL GROWTH SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Capital Growth Series on May 2, 1997, at 10:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - CAPITAL GROWTH SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - DIVIDEND GROWTH SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Dividend Growth Series on May 2, 1997, at 10:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - DIVIDEND GROWTH SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - STRATEGIST SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Strategist Series on May 2, 1997, at 10:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - STRATEGIST SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - UTILITIES SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Utilities Series on May 2, 1997, at 10:00 a.m.,
New York City time, and at any adj ournment thereof, on the proposals set forth
in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - UTILITIES SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - VALUE-ADDED MARKET SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Value-Added Market Series on May 2, 1997, at
10:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - VALUE-ADDED MARKET SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
<PAGE>
DEAN WITTER RETIREMENT SERIES - GLOBAL EQUITY SERIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Retirement Series - Global Equity Series on May 2, 1997, at 10:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
------------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
DEAN WITTER RETIREMENT SERIES - GLOBAL EQUITY SERIES
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
