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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
InterCapital Quality Municipal Securities . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)
Lou Anne D. McInnis. . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or
14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(j)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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INTERCAPITAL QUALITY MUNICIPAL SECURITIES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 22, 1995
The Annual Meeting of Shareholders of INTERCAPITAL QUALITY MUNICIPAL
SECURITIES (the "Trust"), an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts, will be held in the Conference
Center, Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048,
on June 22, 1995, at 9:00 a.m., New York City time, for the following
purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. To elect two (2) Trustees to serve until the 1998 annual meeting or
until their successors shall have been elected and qualified;
2. To approve or disapprove the continuance of the Trust's currently
effective Investment Management Agreement with Dean Witter InterCapital
Inc.;
3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending October 31,
1995; and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
MATTER TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
To elect one (1) Trustee to serve until the 1998 annual meeting or until
his successor shall have been elected and qualified.
Shareholders of record as of the close of business on April 20, 1995 are
entitled to notice of and to vote at the meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose.
In the event that the necessary quorum to transact business at the meeting
or the vote required to approve or reject any proposal is not obtained, the
persons named as proxies may propose one or more adjournments of the meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the Trust's shares present in person or
by proxy at the meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of
the proposal to approve continuance of the Investment Management Agreement
and will vote against any such adjournment those proxies to be voted against
that proposal.
SHELDON CURTIS,
Secretary
April 24, 1995
New York, New York
IMPORTANT
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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INTERCAPITAL QUALITY MUNICIPAL SECURITIES
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 1995
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of INTERCAPITAL QUALITY MUNICIPAL
SECURITIES (the "Trust"), for use at the Annual Meeting of Shareholders of
the Trust to be held on June 22, 1995 (the "Meeting"), and at any
adjournments thereof.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee to be elected by all Shareholders and for the nominee for election as
Trustee to be elected by only the Preferred Shareholders and in favor of
Proposals 2 and 3 as set forth in the attached Notice of Annual Meeting of
Shareholders. A proxy may be revoked at any time prior to its exercise by any
of the following: written notice of revocation to the Secretary of the Trust,
execution and delivery of a later dated proxy to the Secretary of the Trust,
or attendance and voting at the Meeting.
Shareholders of record as of the close of business on April 20, 1995, the
record date for the determination of Shareholders entitled to notice of and
to vote at the Meeting, are entitled to one vote for each share held and a
fractional vote for a fractional share. On April 20, 1995, there were
21,927,413 Common Shares of beneficial interest outstanding and 1,940 Preferred
Shares of beneficial interest outstanding, all with $.01 par value. No person
was known to own as much as 5% of the outstanding shares of the Trust on that
date. The Trustees and officers of the Trust, together, owned less than 1% of
the Trust's outstanding shares on that date.
The cost of soliciting proxies for the Meeting, consisting principally of
mailing and printing expenses, will be borne by the Trust. The solicitation
of proxies will be by mail, which may be supplemented by solicitation by
mail, telephone or otherwise through Trustees and officers of the Trust and
officers and regular employees of Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Manager"), without special compensation
therefor. The first mailing of this proxy statement is expected to be made on
or about April 26, 1995.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at ten. At the Meeting, three nominees are to
be elected to the Trust's Board of Trustees. Pursuant to the Trust's
Declaration of Trust, two Trustees are to be elected to the Trust's Board of
Trustees by the holders of the Common Shares and the Preferred Shares voting
together as a single class. Additionally, pursuant to the Declaration of
Trust and the Investment Company Act of 1940 (the "Act"), one Trustee is to
be elected to the Trust's Board of Trustees by the holders of the Preferred
Shares voting separately as a single class. There are presently ten Trustees,
three of whom (Jack F. Bennett, Michael Bozic and Charles A. Fiumefreddo) are
standing for election at this Meeting to serve until the 1998 Annual Meeting
in accordance with the Trust's Declaration of Trust.
Eight of the current ten Trustees (Jack F. Bennett, Michael Bozic, Edwin
J. Garn, John R. Haire, Manuel H. Johnson, Paul Kolton, Michael E. Nugent,
and John L. Schroeder) are "Independent Trustees", that is,
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Trustees who are not "interested persons" of the Trust, as that term is
defined in the Act. The nominees for election as Trustees have been proposed
by the Trustees now serving or, in the case of the nominees for positions as
Independent Trustees, by the Independent Trustees now serving. All of the
Trustees have been elected by shareholders of the Trust.
The nominees of the Board of Trustees for election as Trustees are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
Jack F. Bennett, Michael Bozic and Charles A. Fiumefreddo. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the Proxy will exercise their voting power in favor of such
person or persons as the Board of Trustees of the Trust may recommend. All of
the nominees have consented to being named in this proxy statement and to
serve if elected. The Trust knows no reason why said nominees would be unable
or unwilling to accept nomination or election. Trustees will be elected by a
plurality of the votes cast at the meeting. Abstentions and broker
"non-votes" will have the same effect as a vote against the proposal.
Pursuant to the provisions of the Declaration of Trust, the nominees for
election as Trustees are divided into three separate classes, each class
having a term of three years. The term of office of one of each of the three
classes will expire each year.
The Board has determined that the nominees for election as Trustee shall
be standing for election as Trustee in each of the three classes of Trustee
as follows: Class I --Messrs. Bennett, Bozic and Fiumefreddo; Class II --
Messrs. Johnson, Kolton and Schroeder; and Class III --Messrs. Garn, Haire,
Nugent and Purcell. Each nominee will, if elected, serve a term of up to
approximately three years running for the period assigned to that class and
terminating at the date of the Annual Meeting of Shareholders so designated
by the Board, or any adjournment thereof. As a consequence of this method of
election, the replacement of a majority of the Board could be delayed for up
to two years. In addition, the Board has further determined that one each of
the Class I Trustees and the Class III Trustees will be designated to be
elected by the Preferred Shareholders voting separately. In this regard,
Charles A. Fiumefreddo and John R. Haire have been designated as the nominees
to be elected to the Trust's Board of Trustees by the Preferred Shareholders,
the terms of each to expire with his designated Class. In accordance with the
above, the Class I Trustees are standing for election at this Meeting and, if
elected, will serve until the 1998 Annual Meeting or until their successors
shall have been elected and qualified.
The following information regarding each of the nominees for election as
Trustee and each of the members of the Board includes his principal
occupations and employment for at least the last five years, his age, shares
of the Trust owned, if any, as of April 20, 1995 (shown in parentheses),
positions with the Trust, and directorships or trusteeships in other
companies which file periodic reports with the Securities and Exchange
Commission, including the 76 investment companies, including the Trust, for
which InterCapital serves as investment manager or investment adviser
(referred to herein as the "Dean Witter Funds") and the 13 investment
companies for which InterCapital's wholly-owned subsidiary, Dean Witter
Services Company Inc. ("DWSC"), serves as manager and TCW Funds Management,
Inc. serves as investment adviser (referred to herein as the "TCW/DW Funds").
The nominees for Trustees to be elected by all Shareholders are:
JACK F. BENNETT, Trustee since April, 1993; age 71; retired; Director or
Trustee of the Dean Witter Funds; formerly Senior Vice President and Director
of Exxon Corporation (1975-1989) and Under Secretary of the U.S. Treasury for
Monetary Affairs (1974-1975); Director of Philips Electronics N.V., Tandem
Computers Inc. and Massachusetts Mutual Insurance Co.; Director or Trustee of
various not-for-profit and business organizations.
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MICHAEL BOZIC, Trustee since April, 1994; age 54; President and Chief
Executive Officer of Hills Department Stores (since May, 1991); formerly
Chairman and Chief Executive Officer (January, 1987-August, 1990) and
President and Chief Operating Officer (August, 1990-February, 1991) of the
Sears Merchandise Group of Sears, Roebuck and Co. ("Sears"); Director or
Trustee of the Dean Witter Funds; Director of Eaglemark Financial Services,
Inc., the United Negro College Fund and Domain Inc. (home decor retailer).
The nominee to be elected by only the Preferred Shareholders is:
CHARLES A. FIUMEFREDDO,* Trustee since March, 1993; age 61; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Dean Witter
Distributors Inc. ("Distributors"); Executive Vice President and Director of
Dean Witter Reynolds ("DWR"); Chairman, Director or Trustee, President and
Chief Executive Officer of the Dean Witter Funds; Chairman, Chief Executive
Officer and Trustee of the TCW/DW Funds; Chairman and Director of Dean Witter
Trust Company ("DWTC"); Director and/or officer of various Dean Witter,
Discover & Co. ("DWDC") subsidiaries; formerly Executive Vice President and
Director of DWDC (until February, 1993).
The Trustees who are not standing for reelection at this Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee since April, 1993; age 62; Director or
Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly
Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle
Discovery (April 12-19, 1985); Vice Chairman, Huntsman Chemical Corporation
(since January, 1993); Member of the board of various civic and charitable
organizations.
JOHN R. HAIRE, Trustee since April, 1993; age 70; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education (1978-October,
1989) and Chairman and Chief Executive Officer of Anchor Corporation, an
investment adviser (1964-1978); Director of Washington National Corporation
(insurance).
DR. MANUEL H. JOHNSON, Trustee since April, 1993; age 46; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Koch Professor of
International Economics and Director of the Center for Global Market Studies
at George Mason University (since September, 1990); Co-Chairman and a founder
of the Group of Seven Council (G7C), an international economic commission
(since September, 1990); Director or Trustee of the Dean Witter Funds;
Trustee of the TCW/DW Funds; Director of Greenwich Capital Markets Inc.
(broker-dealer); formerly Vice Chairman of the Board of Governors of the
Federal Reserve System (February, 1986-August, 1990) and Assistant Secretary
of the U.S. Treasury (1982-1986).
PAUL KOLTON, Trustee since April, 1993; age 71; Director or Trustee of the
Dean Witter Funds; Chairman of the Audit Committee and Chairman of the
Committee of the Independent Trustees and Trustee of the TCW/DW Funds;
formerly Chairman of Financial Accounting Standards Advisory Council;
formerly Chairman and Chief Executive Officer of the American Stock Exchange;
Director of UCC Investors Holding Inc. (Uniroyal Chemical Company, Inc.);
Director or Trustee of various not-for-profit organizations.
MICHAEL E. NUGENT, Trustee since April, 1993; age 58; General Partner,
Triumph Capital, L.P., a private investment partnership (since April, 1988);
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(September, 1984-March, 1988); Director of various business organizations.
- ---------------
* Messrs. Fiumefreddo and Purcell may be deemed "interested persons", as
defined in Section 2(a)(19) of the Act, of the Trust and its Investment
Manager, due to their affiliation with the Investment Manager and/or its
affiliated companies.
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PHILIP J. PURCELL,* Trustee since April, 1994; age 51; 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 64; Executive Vice
President and Chief Investment Officer of The Home Insurance Company (since
August, 1991); Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of Citizens Utilities Company; formerly Chairman and
Chief Investment Officer of Axe- Houghton Management and the Axe-Houghton
Funds (April, 1983-June, 1991) and President of USF&G Financial Services,
Inc. (June, 1990-June, 1991).
The executive officers of the Trust other than shown above are: Sheldon
Curtis, Vice President, Secretary and General Counsel; David A. Hughey, Vice
President; Robert M. Scanlan, Vice President; Edmund C. Puckhaber, Vice
President; James F. Willison, Vice President; and Thomas F. Caloia,
Treasurer. In addition, Peter M. Avelar, Katherine H. Stromberg, Joseph
Arcieri, Gerard J. Lian and Jonathan R. Page are Vice Presidents of the Trust
and Marilyn K. Cranney, Barry Fink, Lawrence S. Lafer, Lou Anne D. McInnis
and Ruth Rossi serve as Assistant Secretaries. Mr. Curtis is 63 years old and
is currently Senior Vice President, Secretary and General Counsel of
InterCapital and DWSC and Assistant Secretary of DWR; he is also Senior Vice
President, Assistant Secretary and Assistant General Counsel of Distributors
and Senior Vice President and Secretary of DWTC. Mr. Scanlan is 59 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 (November, 1990-March, 1993) and
prior thereto was Chairman of Harborview Group Inc. Mr. Hughey is 63 years
old and is currently Executive Vice President and Chief Administrative
Officer of InterCapital and DWSC; he is also Executive Vice President and
Chief Administrative Officer of Distributors and DWTC as well as a Director
of DWTC. He was previously President of DWTC (October, 1989-March, 1993). Mr.
Puckhaber is 55 years old and is currently Executive Vice President of
InterCapital (since January, 1991) and Director of DWTC. Mr. Willison is 51
years old and is currently Senior Vice President of InterCapital. Mr. Caloia
is 48 years old and is currently First Vice President of InterCapital and
DWSC. Mr. Avelar is 35 years old and is currently Senior Vice President of
InterCapital. He was previously employed by PaineWebber Asset Management as a
senior portfolio manager (March, 1989-December, 1990). Ms. Stromberg is 46
years old and is currently Vice President of InterCapital (since April,
1992). She was formerly a portfolio manager with InterCapital (October,
1991-April, 1992) and Vice President of Kidder Peabody Asset Management
(October, 1985-October, 1991). Mr. Arcieri is 46 years old and is currently
Vice President of InterCapital. Mr. Lian is 40 years old and is currently
Assistant Vice President of InterCapital. He was formerly a Senior Municipal
Analyst with the American Express Company (1984-1992). Mr. Page is 48 years
old and is currently Senior Vice President of InterCapital. Other than Mr.
Scanlan, Mr. Avelar, Mr. Lian and Ms. Stromberg, each of the above officers
has been an employee of InterCapital or DWR (formerly the corporate parent of
InterCapital) for over five years.
BOARD OF TRUSTEES; RESPONSIBILITIES AND COMPENSATION OF INDEPENDENT TRUSTEES
As mentioned above, the Trust is one of the Dean Witter Funds, a group of
investment companies managed by InterCapital. As of the date of this
Statement of Additional Information, there are a total of 76 Dean Witter
Funds, comprised of 116 portfolios. As of March 31, 1995, the Dean Witter
Funds had total net assets of approximately $62.3 billion and more than five
million shareholders.
The Board of Directors or Trustees, consisting of ten (10) directors or
trustees, is the same for each of the Dean Witter Funds. Some of the Funds
are organized as business trusts, others as corporations, but the
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functions and duties of directors and trustees are the same. Accordingly,
directors and trustees of the Dean Witter Funds are referred to in this
section as Trustees.
Eight Trustees, that is, 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. These are the "disinterested" or "independent" Trustees. Five
of the eight Independent Trustees are also Independent Trustees of the TCW/DW
Funds. As of the date of this Statement of Additional Information, there are
a total of 13 TCW/DW Funds. Two of the Funds' Trustees, that is, the
management Trustees, are affiliated with InterCapital.
As noted in a federal court ruling, "[T]he independent directors . . . are
expected to look after the interests of shareholders by 'furnishing an
independent check upon management,' especially with respect to fees paid to
the investment company's sponsor." In addition to their general "watchdog"
duties, the Independent Trustees are charged with a wide variety of
responsibilities under the Act. In order to perform their duties effectively,
the Independent Trustees are required to review and understand large amounts
of material, often of a highly technical and legal nature.
The Dean Witter Funds seek as Independent Trustees individuals of
distinction and experience in business and finance, government service or
academia; that is, people whose advice and counsel are valuable and 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 of the demands made on their time by the Funds. Indeed, to serve on
the Funds' Boards, certain Trustees who would be qualified and in demand to
serve on bank boards would be prohibited by law from serving at the same time
as a director of a national bank and as a Trustee of a Fund.
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. Since most of the Dean Witter Funds have
such a plan, and since all of the Funds' Boards have the same members, the
Independent Trustees effectively control the selection of other Independent
Trustees of all the Dean Witter Funds.
GOVERNANCE STRUCTURE OF THE DEAN WITTER FUNDS
While the regulatory system establishes both general guidelines and
specific duties for the Independent Trustees, the governance arrangements
from one investment company group to another vary significantly. In some
groups the Independent Trustees perform their role by attendance at periodic
meetings of the board of directors with study of materials furnished to them
between meetings. At the other extreme, an investment company complex may
employ a full-time staff to assist the Independent Trustees in the
performance of their duties.
The governance structure of the Dean Witter Funds lies between these two
extremes. The Independent Trustees and the Funds' Investment Manager alike
believe that these arrangements are effective and serve the interests of the
Funds' shareholders. All of the Independent Trustees serve as members of the
Audit Committee and the Committee of the Independent Trustees. Three of them
also serve as members of the Derivatives Committee.
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.
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The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; reviewing the adequacy of
the Fund's system of internal controls; advising the independent accountants
and management personnel that they have direct access to the Committee at all
times; and preparing and submitting Committee meeting minutes to the full
Board.
Finally, the Board of each Fund has established 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.
Committee meetings are sometimes held away from the offices of
InterCapital and sometimes in the Board room of InterCapital. These meetings
are held without management directors or officers being present, unless and
until they may be invited to the meeting for purposes of furnishing
information or making a report. These separate meetings provide the
Independent Trustees an opportunity to explore in depth with their own
independent legal counsel, independent auditors and other independent
consultants, as needed, the issues they believe should be addressed and
resolved in the interests of the Funds' shareholders.
For the fiscal year ended October 31, 1994, the Board of Trustees of the
Trust held seven meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held three,
ten and one meetings, respectively. No Trustee attended fewer than 75% of the
meetings of the Board of Trustees, the Audit Committee, the Committee of the
Independent Trustees or the Derivatives Committee held while he served in
such positions.
DUTIES OF CHAIRMAN OF COMMITTEES
The Chairman of the Committees maintains an office at the Funds'
headquarters in New York. He is responsible for keeping abreast of regulatory
and industry developments and the Funds' operations and management. He
screens and/or prepares written materials and identifies critical issues for
the Independent Trustees to consider, develops agendas for Committee
meetings, determines the type and amount of information that the Committees
will need to form a judgment on the issues, and arranges to have the
information furnished. He also arranges for the services of independent
experts to be provided to the Committees 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 all three
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 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 Committees 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 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.
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VALUE OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN WITTER
FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds is in the best
interests of all the Funds' shareholders. This arrangement 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. It is believed 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 likelihood 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, it is believed that having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Dean Witter Funds.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $1,200 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the Trust pays the Chairman of the
Audit Committee an annual fee of $1,000 and pays the Chairman of the
Committee of the Independent Trustees an additional annual fee of $2,400, in
each case inclusive of the Committee meeting fees). The Trust 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 Trust
who are or have been employed by the Investment Manager or an affiliated
company receive no compensation or expense reimbursement from the Trust.
The Fund has 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 28.75% of his
or her Eligible Compensation plus 0.4791666% 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 57.50% after ten
years of service. The foregoing percentages may be changed by the Board.(1)
"Eligible Compensation" is one-fifth of the total compensation earned by such
Eligible Trustee for service to the Fund in the five year period prior to the
date of the Eligible Trustee's retirement. Benefits under the retirement
program are not secured or funded by the Fund. As of the date of this
Statement of Additional Information, 58 Dean Witter Funds have adopted the
retirement program.
- ---------------
(1) An Eligible Trustee may elect alternate payments of his or her
retirement benefits based upon the combined life expectancy of such
Eligible Trustee and his or her spouse on the date of such Eligible
Trustee's retirement. The amount estimated to be payable under this
method, through the remainder of the later of the lives of such
Eligible Trustee and spouse, will be the actuarial equivalent of the
Regular Benefit. In addition, the Eligible Trustee may elect that the
surviving spouse's periodic payment of benefits will be equal to
either 50% or 100% of the previous periodic amount, an election that,
respectively, increases or decreases the previous periodic amount so
that the resulting payments will be the actuarial equivalent of the
Regular Benefit.
8
<PAGE>
<PAGE>
The following table illustrates the compensation paid and the retirement
benefits accrued to the Trust's Independent Trustees by the Trust for the
fiscal year ended October 31, 1994 and the estimated retirement benefits for
the Trust's Independent Trustees as of October 31, 1994.
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------ ---------------------------------------------------------------
ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ESTIMATED
AGGREGATE BENEFITS OF SERVICE AT PERCENTAGE OF ESTIMATED ANNUAL
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE ELIGIBLE BENEFITS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION COMPENSATION(2) RETIREMENT(3)
- --------------------------- -------------- -------------- -------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack F. Bennett ............ $1,900 $1,052 8 46.0% $2,209 $1,016
Michael Bozic .............. 1,177 0 10 57.5 1,950 1,121
Edwin J. Garn .............. 1,900 436 10 57.5 1,950 1,121
John R. Haire .............. 4,900(4) 2,947 10 57.5 5,093 2,929
Dr. Manuel H. Johnson ..... 1,850 174 10 57.5 1,950 1,121
Paul Kolton ................ 1,950 1,246 9 51.3 2,370 1,215
Michael E. Nugent .......... 1,700 328 10 57.5 1,950 1,121
John L. Schroeder .......... 1,227 0 8 47.9 1,950 934
- ---------------
(2) Based on current levels of compensation.
(3) Based on current levels of compensation. Amount of annual benefits
also varies depending on the Trustee's elections described in
Footnote (1) above.
(4) Of Mr. Haire's compensation from the Trust, $3,400 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,000).
</TABLE>
The following table illustrates the compensation paid to the Fund's
Independent Trustees for the calendar year ended December 31, 1994 for
services to the 73 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Kolton and Nugent, the 13 TCW/DW Funds that were in operation at
December 31, 1994. With respect to Messrs. Haire, Johnson, Kolton and Nugent,
the TCW/DW Funds are included solely because of a limited exchange privilege
between those Funds and five Dean Witter Money Market Funds. Mr. Schroeder
was elected as a Trustee of the TCW/DW Funds on April 20, 1995.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
FOR SERVICE AS CHAIRMAN OF TOTAL CASH
DIRECTOR OR FOR SERVICE AS COMMITTEES OF COMPENSATION
TRUSTEE AND TRUSTEE AND INDEPENDENT FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTORS/ 73 DEAN WITTER
OF 73 DEAN WITTER OF 13 TCW/DW TRUSTEES AND FUNDS AND 13
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS AUDIT COMMITTEES TCW/DW FUNDS
- --------------------------- ----------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Jack F. Bennett ............ $125,761 -- -- $125,761
Michael Bozic .............. 82,637 -- -- 82,637
Edwin J. Garn .............. 125,711 -- -- 125,711
John R. Haire .............. 101,061 $66,950 $225,563(5) 393,574
Dr. Manuel H. Johnson ..... 122,461 60,750 -- 183,211
Paul Kolton ................ 128,961 51,850 34,200(6) 215,011
Michael E. Nugent .......... 115,761 52,650 -- 168,411
John L. Schroeder .......... 85,938 -- -- 85,938
- ---------------
(5) For the 73 Dean Witter Funds.
(6) For the 13 TCW/DW Funds.
</TABLE>
As of the date of this Proxy Statement, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees
as a group was less than 1 percent of the Trust's shares of beneficial
interest outstanding.
9
<PAGE>
<PAGE>
(2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE
INVESTMENT MANAGEMENT AGREEMENT
The Trust's investments are managed by Dean Witter InterCapital Inc.
(referred to herein as the "Investment Manager" or "InterCapital"), pursuant
to an Investment Management Agreement dated September 22, 1993 (referred to
herein as the "Management Agreement").
The Management Agreement was initially approved by the Board of Trustees
of the Trust, including all of the Independent Trustees, at a meeting held on
April 28, 1993, and was approved by InterCapital, the then sole shareholder
of the Trust, on September 21, 1993. The Management Agreement was approved by
the shareholders of the Trust at their Annual Meeting of Shareholders held on
June 15, 1994. In the event shareholders do not approve continuance of the
Management Agreement by the required majority vote at the forthcoming meeting
or an adjournment thereof, the Board of Trustees of the Trust will take such
action as it deems to be in the best interest of the Trust and its
shareholders, which may include calling a special meeting of shareholders to
vote on a new investment management agreement or continuance of the present
Management Agreement until the next Annual Meeting of Shareholders.
In considering whether or not to approve the Management Agreement, the
Board of Trustees reviewed the terms of the agreement and considered all
materials and information deemed relevant to its determination. Among other
things, the Board considered the nature and scope of services to be rendered,
the quality of the Investment Manager's services and personnel, and the
appropriateness of the fees that are paid under the Management Agreement.
Based upon its review, the Board of Trustees, including all of the
Independent Trustees, determined that the approval of the Management
Agreement was in the best interests of the Trust and its shareholders.
The favorable vote of a majority of the outstanding voting securities of
the Trust is required for the approval of the Management Agreement. Such a
majority is defined in the Act as the lesser of (a) 67% or more of the shares
present at the Meeting, if the holders of more than 50% of the outstanding
shares of the Trust are present or represented by proxy, or (b) more than 50%
of the outstanding shares. Abstentions and broker "non-votes" will have the
same effect as a vote against the proposal.
THE INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT
The Management Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy, securities
and commodity markets and securities and commodities as it deems necessary or
useful to discharge its duties under the Management Agreement, and that it
shall continuously supervise the management of the assets of the Trust in a
manner consistent with the investment objectives and policies of the Trust
and subject to such other limitations and directions as the Board may, from
time to time, prescribe.
The Management Agreement provides that the Investment Manager shall
continuously manage the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Manager has authority to place
orders for the purchase and sale of portfolio securities on behalf of the
Trust without prior approval of its Trustees. The Trustees review the
investment portfolio at their regular meetings. In addition, the Investment
Manager pays the compensation of the officers of the Trust and provides the
Trust with office space and equipment and such clerical help and bookkeeping
services and telephone service, heat, light, power and other utilities. The
Investment Manager also pays for the services of personnel in connection with
the pricing of the Trust's shares and the preparation of prospectuses, proxy
statements and reports required to be filed with
10
<PAGE>
<PAGE>
the Federal and state securities commissions (except insofar as the
participation or assistance of independent accountants and attorneys is, in
the opinion of the Investment Manager, necessary or desirable). In return for
its investment services and the expenses which the Investment Manager assumes
under the Management Agreement, the Trust pays the Investment Manager
compensation which is accrued daily and payable monthly and which is
determined by applying the annual rate of 0.35% to the Trust's average weekly
net assets. Pursuant to the Management Agreement, the Trust accrued to the
Investment Manager total compensation of $1,599,422 during the fiscal year
ended October 31, 1994. The net assets of the Trust totalled $382,578,107 at
October 31, 1994.
Under the Management Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Manager, including, without limitation: charges and expenses of
any registrar, custodian or depository appointed by the Trust for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Trust; brokers' commissions chargeable to the Trust in connection with
portfolio securities transactions to which the Trust is a party; all taxes,
including securities or commodities issuance and transfer taxes, and fees
payable by the Trust to Federal, state or other govenmental agencies; costs
and expenses of engraving or printing certificates representing shares of the
Trust; all costs and expenses in connection with registration and maintenance
of registration of the Trust and of its shares with the Securities and
Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel) and the costs and
expense of preparing, printing (including typesetting) and distributing
prospectuses for such purposes; all expenses of shareholders' and Trustees'
meetings and of preparing, printing and mailing proxy statements and reports
to shareholders; fees and travel expenses of Trustees or members of any
advisory board or committee who are not employees of the Investment Manager
or any corporate affiliate of the Investment Manager; all expenses incident
to the payment of any dividend or distribution program; charges and expenses
of any outside pricing services; charges and expenses of legal counsel,
including counsel to the Independent Trustees of the Trust, and independent
accountants in connection with any matter relating to the Trust (not
including compensation or expenses of attorneys employed by the Investment
Manager); membership dues of industry associations; interest payable on Trust
borrowings; fees and expenses incident to the listing of the Trust's shares
on any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and
all other charges and costs of the Trust's operations unless otherwise
explicitly provided in the Management Agreement.
The Management Agreement provides that it shall continue in effect until
April 30, 1995 and that, after the initial period of effectiveness, it will
continue in effect from year to year thereafter provided such continuance is
approved at least annually by vote of a majority, as defined in the Act, of
the outstanding voting securities of the Trust or by the Trustees of the
Trust, and, in either event, by the vote cast in person by a majority of the
Trustees who are not parties to the Management Agreement or "interested
persons" of any such party (as defined in the Act) at a meeting called for
the purpose of voting on such approval. The Management Agreement's
continuation until April 30, 1996 was approved by the Trustees, including a
majority of Independent Trustees, at a Meeting of the Trustees held on April
20, 1995, called for the purpose of approving the Management Agreement.
The Management Agreement also provides that it may be terminated at any
time by the Investment Manager, the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Trust, in each instance
without the payment of any penalty, on thirty days' notice and will
automatically terminate upon any assignment.
Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and its wholly- owned subsidiary, DWSC, DWSC began to provide
the administrative services to the Trust which were
11
<PAGE>
<PAGE>
previously performed directly by InterCapital. The foregoing internal
reorganization did not result in any change in the nature or scope of the
administrative services being provided to the Trust or any of the fees being
paid by the Trust for the overall services being performed under the terms of
the Management Agreement.
THE INVESTMENT MANAGER
Dean Witter InterCapital Inc. is the Trust's investment manager.
InterCapital maintains its offices at Two World Trade Center, New York, New
York 10048. InterCapital, which was incorporated in July, 1992, is a
wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), a balanced
financial services organization providing a broad range of nationally
marketed credit and investment products.
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:
Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital, Executive Vice President of DWDC and Director of DWR, Distributors,
InterCapital, DWSC and 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, 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, Chief Financial Officer and Director of
DWR, Distributors, InterCapital and DWSC.
The business address of the foregoing Directors and Executive Officers is
Two World Trade Center, New York, New York 10048.
InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to that of the Trust, and sets forth the net
assets and fees payable by such companies, including the Trust.
DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC involving material amounts
which, in the opinion of its management, will be resolved with no material
effect on the consolidated financial position of the company.
During the fiscal year ended October 31, 1994, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Manager, transfer agency fees of $128,769.
AFFILIATED BROKER
Because DWR and InterCapital are under the common control of DWDC, DWR is
an affiliated broker of InterCapital. For the fiscal year ended October 31,
1994, the Trust paid no brokerage commissions to DWR.
(3) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of Price Waterhouse LLP as
the Trust's independent accountants for the fiscal year ending October 31,
1995. Its selection is being submitted for ratification or rejection by
Shareholders at the Meeting. Price Waterhouse LLP has been the independent
accountants for the Trust since its inception, and has no direct or indirect
financial interest in the Trust.
12
<PAGE>
<PAGE>
A representative of Price Waterhouse LLP is expected to be present at the
Meeting and will be available to make a statement, if he or she so desires,
and to respond to appropriate questions of Shareholders.
The affirmative vote of the holders of a majority of shares represented
and entitled to vote at the Annual Meeting is required for ratification of
the selection of Price Waterhouse LLP as the independent accountants for the
Trust. Abstentions and broker "non-votes" will have the same effect as a vote
against a proposal.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS RATIFY THE SELECTION
OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business at the Meeting
or the vote required to approve or reject any proposal is not obtained, the
persons named as proxies may propose one or more adjournments of the Meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the Trust's shares present in person or
by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of
proposal Two and will vote against any such adjournment those proxies
required to be voted against that proposal.
SHAREHOLDERS PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than December 22, 1995 for
inclusion in the proxy statement for that meeting.
REPORTS TO SHAREHOLDERS
The Trust's most recent Annual Report, for the fiscal year ended October
31, 1994, is available without charge upon request from Adrienne Ryan at Dean
Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey City,
New Jersey 07311 (telephone 1-800-526-3143) (toll free).
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is the intention of the persons named in the enclosed form of
proxy or their substitutes, to vote all shares that they are entitled to vote
on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.
By Order of the Board of Trustees
SHELDON CURTIS
Secretary
13
<PAGE>
<PAGE>
APPENDIX
InterCapital serves as investment manager or investment adviser to the
Trust and the other investment companies listed below which have similar
investment objectives to that of the Trust, with the net assets shown as of
April 20, 1995.
<TABLE>
<CAPTION>
NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 04/20/95 OR ADVISORY FEE RATE(S)
-------------- ------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* ... $1,056,869,249 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.475%
on assets over $1 billion
2. DEAN WITTER LIMITED TERM MUNICIPAL TRUST* ...... $ 84,338,812 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* $ 427,183,100 0.35% (1)
4. DEAN WITTER NATIONAL MUNICIPAL TRUST* .......... $ 46,591,911 0.35% (2)
5. DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ..... $ 216,164,482 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ....... $1,343,733,127 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
7. INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME
TRUST** ........................................ $ 245,539,932 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ................................... $ 201,566,471 0.35%
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** ................................... $ 63,209,131 0.35%
10. INTERCAPITAL INSURED MUNICIPAL BOND TRUST** ... $ 109,044,333 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** . $ 604,204,481 0.35%
12. INTERCAPITAL INSURED MUNICIPAL SECURITIES** ... $ 139,430,903 0.35%
13. INTERCAPITAL INSURED MUNICIPAL TRUST** ........ $ 482,385,494 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** ................................... $ 92,115,226 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** . $ 750,704,998 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST** ........................................ $ 376,664,605 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL SECURITIES** ... $ 369,469,302 0.35%
18. MUNICIPAL INCOME TRUST** ....................... $ 313,826,388 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
19. MUNICIPAL INCOME TRUST II** .................... $ 282,210,098 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
</TABLE>
A-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 04/20/95 OR ADVISORY FEE RATE(S)
-------------- ------------------------------
<S> <C> <C>
20. MUNICIPAL INCOME TRUST III** ................... $ 62,748,837 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21. MUNICIPAL INCOME OPPORTUNITIES TRUST** ........ $178,461,896 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES TRUST II** ..... $175,467,712 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES TRUST III** .... $105,279,222 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST** ............... $363,460,739 0.40%
25. DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND*** ........................................ $ 91,931,282 0.50%
- ---------------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the
reinvestment of UIT distributions
(1) InterCapital has undertaken to assume all operating expenses (except
for any 12b-1 and brokerage fees) of the Massachusetts, Michigan,
Minnesota, New York and Ohio Series of Dean Witter Multi-State
Municipal Series Trust to the extent that they exceed 0.50% of daily
net assets and to waive the compensation provided for in its investment
management agreement with that company in respect to the aforementioned
Series until June 30, 1995.
(2) InterCapital has undertaken to assume all operating expenses (except
for any 12b-1 and brokerage fees) of Dean Witter National Municipal
Trust and to waive the compensation provided for in its investment
management agreement with that company until June 30, 1995.
</TABLE>
A-2
<PAGE>
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
ANNUAL MEETING OF SHAREHOLDERS - JUNE 22, 1995
PROXY
The undersigned hereby appoints SHELDON CURTIS, EDMUND C. PUCKHABER,
ROBERT M. SCANLAN, or any of them, proxies, each with the power of
substitution, to vote on behalf of the undersigned at the Annual Meeting of
Shareholders of INTERCAPITAL QUALITY MUNICIPAL SECURITIES on June 22, 1995 at
9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated April 24, 1995 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND
FOR THE PROPOSALS.
(Continued, and to be dated and signed on reverse side.)
<PAGE>
<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. COMMON SHARES
1. ELECTION OF TRUSTEES:
[ ] FOR THE NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below) Jack F. Bennett, Michael Bozic
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- -----------------------------------------------------------------------------
2. APPROVAL OF CURRENT INVESTMENT MANAGEMENT AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
126
and in their discretion in the transaction of any other business which may
properly come before the meeting.
Please sign personally. If the share is registered in more than one name,
each joint owner or each fiduciary should sign personally. Only authorized
officers should sign for corporations.
Dated
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Signature
- -----------------------------------------------------------------------------
Signature
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
<PAGE>
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
ANNUAL MEETING OF SHAREHOLDERS - JUNE 22, 1995
PROXY
The undersigned hereby appoints SHELDON CURTIS, EDMUND C. PUCKHABER,
ROBERT M. SCANLAN, or any of them, proxies, each with the power of
substitution, to vote on behalf of the undersigned at the Annual Meeting of
Shareholders of INTERCAPITAL QUALITY MUNICIPAL SECURITIES on June 22, 1995 at
9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated April 24, 1995 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND
FOR THE PROPOSALS.
(Continued, and to be dated and signed on reverse side.)
<PAGE>
<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES
1. ELECTION OF TRUSTEES:
[ ] FOR THE NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)
Jack F. Bennett, Michael Bozic
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- -----------------------------------------------------------------------------
ELECTION OF PREFERRED TRUSTEE:
[ ] FOR THE NOMINEE [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees listed
below)
Charles A. Fiumefreddo
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- -----------------------------------------------------------------------------
2. APPROVAL OF CURRENT INVESTMENT MANAGEMENT AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
126
and in their discretion in the transaction of any other business which may
properly come before the meeting.
Please sign personally. If the share is registered in more than one name,
each joint owner or each fiduciary should sign personally. Only authorized
officers should sign for corporations.
Dated
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Signature
- -----------------------------------------------------------------------------
Signature
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.
