<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:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[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
InterCapital California Quality Municipal Securities
InterCapital New York Quality Municipal Securities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)
. . . Lou Ane McInnis . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computd 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>
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD JUNE 23, 1998
Annual Meetings of Shareholders ("Meeting(s)") of INTERCAPITAL QUALITY
MUNICIPAL SECURITIES, INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES,
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES, (individually, a "Trust"
and, collectively, the "Trusts"), unincorporated business trusts organized
under the laws of the Commonwealth of Massachusetts, will be held jointly in
the Career Development Room, Sixty-First Floor, 2 World Trade Center, New
York, New York 10048, on June 23, 1998 at 9:00 a.m., New York City time, for
the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. For each Trust, to elect one (1) Trustee to serve until the year 2001
Annual Meeting of each Trust or until their successors shall have been
elected and qualified;
2. For each Trust, to ratify or reject the selection of Price Waterhouse
LLP as each Trust's independent accountants for each Trust's fiscal year
ending October 31, 1998; and
3. To transact such other business as may properly come before the
Meetings or any adjournments thereof.
MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
For each Trust, to elect one (1) Trustee to serve until the year 2001
Annual Meeting of each Trust or until his successor shall have been elected
and qualified.
Shareholders of record of each Trust as of the close of business on April
30, 1998 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 applicable 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 have been
received by the date of the Meeting.
BARRY FINK
Secretary
May 7, 1998
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.
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
---------
JOINT PROXY STATEMENT
---------
ANNUAL MEETINGS OF SHAREHOLDERS
JUNE 23, 1998
This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of INTERCAPITAL QUALITY MUNICIPAL
SECURITIES ("QUALITY MUNI"), INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES ("CALIFORNIA QUALITY"), and INTERCAPITAL NEW YORK QUALITY
MUNICIPAL SECURITIES ("NEW YORK QUALITY") (individually, a "Trust" and,
collectively, the "Trusts") for use at the Annual Meetings of Shareholders of
the Trusts to be held jointly on June 23, 1998 (the "Meeting(s)"), and at any
adjournments thereof. The first mailing of this Proxy Statement is expected
to be made on or about May 7, 1998.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, 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 the nominee for election as Trustee to be
elected by all shareholders ("Shareholders") and for the nominee for election
as Trustee to be elected by only the preferred shareholders ("Preferred
Shareholders") and in favor of Proposal 2 set forth in the attached Notice of
Annual Meetings 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 Trusts, execution and delivery of a later dated proxy to the
Secretary of the Trusts (if returned and received in time to be voted), or
attendance and voting at the Annual Meetings of Shareholders. Attendance at
the Meetings will not in and of itself revoke a proxy.
Shareholders of record of each Trust as of the close of business on April
30, 1998, the record date for the determination of Shareholders entitled to
notice of and to vote at the Meetings (the "Record Date"), are entitled to
one vote for each share held and a fractional vote for a fractional share. No
person was known to own as much as 5% of the outstanding shares of any of the
Trusts on that date. The percentage ownership of shares of each Trust changes
from time to time depending on purchases and sales by Shareholders and the
total number of shares outstanding.
The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:
<TABLE>
<CAPTION>
NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
APRIL 30, 1998 APRIL 30, 1998
NAME OF FUND (RECORD DATE) (RECORD DATE)
- ------------ ------------------ -------------------
<S> <C> <C>
QUALITY MUNI ................ 18,425,213 1,940
CALIFORNIA QUALITY........... 11,094,213 1,100
NEW YORK QUALITY ............ 5,100,813 480
</TABLE>
2
<PAGE>
The cost of soliciting proxies for these Annual Meetings of Shareholders
for each Trust, consisting principally of printing and mailing expenses, will
be borne by each respective Trust. The solicitation of proxies will be by
mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Trustees, officers of the Trusts, or officers and regular
employees of Dean Witter InterCapital Inc. ("InterCapital" or the "Investment
Manager"), Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"), Dean Witter
Services Company Inc. ("DWSC") and/or Dean Witter Reynolds Inc. ("DWR"),
without special compensation therefor. In addition, each Trust may employ
William F. Doring & Co. as proxy solicitor, the cost of which is not expected
to exceed $3,000 for each Trust and will be borne by each respective Trust.
William F. Doring & Co. and MSDW Trust 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 Trusts have 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. With respect to the
solicitation of a telephonic vote by William F. Doring & Co., additional
expenses would include $7.00 per telephone vote transacted, $3.00 per
outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers which would be borne by each respective Trust.
(1) ELECTION OF TRUSTEES FOR EACH TRUST
The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at nine. There are presently
nine Trustees for each Trust. At the Meetings, pursuant to each Trust's
Declaration of Trust, one nominee (Michael Bozic) is to be elected to each
Trust's Board of Trustees by the holders of the Common Shares and the
Preferred Shares of each respective Trust voting together as a single class.
Additionally, pursuant to each respective Trust's Declaration of Trust and
the Investment Company Act of 1940, as amended (the "1940 Act"), one Trustee
(Charles A. Fiumefreddo) is to be elected to the Board of Trustees of each
Trust by the holders of the Preferred Shares of each of those Trusts voting
separately as a single class.
Seven of the current Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent and John L.
Schroeder) are "Independent Trustees," that is, Trustees who are not
"interested persons" of the Trusts, as that term is defined in the 1940 Act.
The other two current Trustees, Charles A. Fiumefreddo and Philip J. Purcell,
are "interested persons" (as that term is defined in the 1940 Act) of the
Trusts and InterCapital and thus, are not Independent Trustees. The nominees
for election as Trustee 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 members of the Boards have been
elected previously by the Shareholders of the Trusts.
The nominees of the Board of Trustees for election as Trustee of each
Trust are listed below. It is the intention of the persons named in the
enclosed form of proxy, unless instructed by proxy to withhold authority to
vote for the nominees, to vote all validly executed proxies for the election
of these nominees: for QUALITY MUNI, CALIFORNIA QUALITY and NEW YORK
QUALITY--Michael Bozic and Charles A. Fiumefreddo. Should
3
<PAGE>
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 Boards may recommend or, in the case of an
Independent Trustee nominee, as the Independent Trustees of each Trust may
recommend. All of the nominees have consented to being named in this Proxy
Statement and to serve if elected. The Trusts know of no reason why any of
the said nominees would be unable or unwilling to accept nomination or
election. With respect to each Trust, the election of the nominees listed
above to be elected by all Shareholders requires the approval of a majority
of the shares of the Trust represented and entitled to vote at the Meeting
(Common Shares and Preferred Shares voting together as a single class). The
election of the nominee listed above to be elected by only the Preferred
Shareholders of each Trust requires the approval of a majority of the
Preferred Shares of each respective Trust represented and entitled to vote at
the Meeting (voting separately as a single class).
Pursuant to the provisions of the Declaration of Trust of each Trust, in
certain cases as amended, the 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 of each Trust previously determined that any nominee for
election as Trustee for each Trust will stand for election as Trustee and
serve as Trustee in one of the three classes of Trustees as follows: Class
I--Messrs. Bozic and Fiumefreddo; Class II--Messrs. Hedien, Johnson and
Schroeder; and Class III--Messrs. Garn, Haire, Nugent and Purcell. Any
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 Boards, or any
adjournments thereof. In addition, pursuant to each Trust's Declaration of
Trust and the 1940 Act, the Board of each Trust previously determined that
one of the Class I Trustees and one of the Class III Trustees will be
designated as Trustees to be elected by the Preferred Shareholders voting
separately. In this regard, Charles A. Fiumefreddo and John R. Haire serve as
Trustees of each Trust's Board of Trustees on behalf of the Preferred
Shareholders, the terms of each to expire with his designated Class. In
accordance with the above, the Trustees in Class I for each Trust are
standing for election at the Meetings and, if elected, will serve until the
year 2001 Annual Meetings, or until their successors shall have been elected
and qualified. As a consequence of this method of election, the replacement
of a majority of each of the Boards could be delayed for up to two years.
The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Boards, includes his principal
occupations and employment for at least the last five years, his age, shares
of each Trust owned, if any, as of April 30, 1998 (shown in parentheses),
positions with the Trusts, and directorships or trusteeships in companies
which file periodic reports with the Securities and Exchange Commission,
including the 86 investment companies, including the Trusts, for which
InterCapital serves as investment manager or investment adviser (referred to
herein as the "Dean Witter Funds") and the 11 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 nominee for Trustee to be elected at the Meetings by all Shareholders
of each Trust is:
MICHAEL BOZIC, Trustee of each Trust since April, 1994; age 57; 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.; Director of Eaglemark Financial Services, Inc. and Weirton
Steel Corporation.
4
<PAGE>
The nominee for Trustee to be elected at the Meetings by only the
Preferred Shareholders of each Trust is:
CHARLES A. FIUMEFREDDO, Trustee of each Trust since March, 1993; age 64;
Chairman, Chief Executive Officer and Director of InterCapital, DWSC and Dean
Witter Distributors Inc. ("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 MSDW Trust; Director
and/or officer of various Morgan Stanley Dean Witter & Co. ("MSDW")
subsidiaries; formerly Executive Vice President and Director of Dean Witter,
Discover & Co. (until February, 1993).
The Trustees who are not standing for re-election at any of the Meetings
are:
EDWIN JACOB (JAKE) GARN, Trustee of each Trust since April, 1993; age 65;
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 Covey (time management systems)
and John Alden Financial Corp. (health insurance); United Space Alliance
(joint venture between Lockheed Martin and the Boeing Company) and Nuskin
Asia Pacific (multilevel marketing); Member of the board of various civic and
charitable organizations.
JOHN R. HAIRE, Trustee of each Trust since April, 1993; age 73; 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).
WAYNE E. HEDIEN, Trustee of each Trust since September, 1997 **; age 63;
Retired; Director or Trustee of the Dean Witter Funds; Director of The PMI
Group, Inc. (private mortgage insurance); Trustee and Vice Chairman of The
Field Museum of Natural History; formerly associated with the Allstate
Companies (1966-1994), most recently as Chairman of The Allstate Corporation
(March 1993-December 1994) and Chairman and Chief Executive Officer of its
wholly-owned subsidiary, Allstate Insurance Company (July 1989-December
1994); director of various other business and charitable organizations.
MANUEL H. JOHNSON, Trustee of each Trust since April, 1993; age 49; 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) and NVR, Inc. (home construction);
Chairman and Trustee of the Financial Accounting Foundation (oversight
organization for the Financial Accounting Standards Board); 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).
MICHAEL E. NUGENT, Trustee of each Trust since April, 1993; age 61;
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 Trust Company and BT Capital Corporation
(1984-1988); director of various business organizations.
- ------------
* Effective June 1, 1998, Mr. Fiumefreddo will retire from InterCapital,
DWSC and Distributors, DWR and MSDW Trust.
** This is the date the Trustee began serving the Dean Witter Funds complex.
5
<PAGE>
PHILIP J. PURCELL, Trustee of each Trust since April, 1994; age 54;
Chairman of the Board of Directors and Chief Executive Officer of MSDW, 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 MSDW subsidiaries.
JOHN L. SCHROEDER, Trustee of each Trust since April, 1994; age 67;
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 (August,
1991-September, 1995).
The executive officers of each Trust are: Barry Fink, Vice President,
Secretary and General Counsel; Mitchell M. Merin, Vice President; Robert M.
Scanlan, Vice President; Robert S. Giambrone, Vice President; Joseph J.
McAlinden, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In addition, Peter M. Avelar, Jonathan R. Page, Joseph R.
Arcieri, Gerard J. Lian and Katherine H. Stromberg are Vice Presidents of
each Trust and Frank Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D.
McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries of each
Trust.
Mr. Fink is 43 years old and is currently Senior Vice President (since
March, 1997), Secretary and General Counsel (since February 1997) of
InterCapital and DWSC and (since August 1996) Assistant Secretary of DWR; he
is also Senior Vice President (since March, 1997), Assistant Secretary and
Assistant General Counsel of Distributors (since February 1997). He was
previously First Vice President, Assistant Secretary and Assistant General
Counsel of InterCapital and DWSC. Mr. Merin is 44 years old and is currently
President and Chief Strategic Officer of InterCapital and DWSC, Executive
Vice President of Distributors and MSDW Trust and Director of MSDW Trust,
Executive Vice President, Chief Administrative Officer and Director of DWR,
Director of SPS Transaction Services, Inc. and various other MSDW
subsidiaries. Mr. Scanlan is 61 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 MSDW Trust. He was previously Executive Vice President of
InterCapital. Mr. Giambrone is 43 years old and is currently Senior Vice
President of InterCapital, DWSC, Distributors and MSDW Trust (since August,
1995) and Director of MSDW Trust (since April, 1996). He was formerly a
partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 55 years old and is
currently Executive Vice President of InterCapital (since April, 1996) and
Chief Investment Officer of InterCapital and Director of MSDW Trust (since
April, 1996). He was previously Senior Vice President of InterCapital (June,
1995-April, 1996). He was formerly a Managing Director at Dillon Read. Mr.
Caloia is 52 years old and is currently First Vice President and Assistant
Treasurer of InterCapital and DWSC. Mr. Willison is 54 years old and is
currently Senior Vice President of InterCapital. Mr. Avelar is 39 years old
and is currently Senior Vice President of InterCapital. Mr. Page is 51 years
old and is currently Senior Vice President of InterCapital. Mr. Arcieri is 49
years old and is currently Vice President of InterCapital. Mr. Lian is 43
years old and is currently Vice President of InterCapital. Ms. Stromberg is
49 years old and is currently Vice President of InterCapital. Other than Mr.
Giambrone and Mr. McAlinden, 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 nine (9) 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 86 Dean Witter Funds, comprised of 130
portfolios. As of April 30, 1998, the Dean Witter Funds had total net assets
of approximately $105.4 billion and more than six million shareholders.
Seven Trustees (77% 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
6
<PAGE>
company, MSDW. These are the "disinterested" or "independent" Trustees. The
other two Trustees (the "Management Trustees") are affiliated with
InterCapital. Four of the seven 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. 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 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 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 and reviewing the adequacy
of the Fund's system of internal controls.
Finally, the Board of each Fund has formed a Derivatives Committee to
approve parameters for and monitor the activities of the Fund with respect to
derivative investments, if any, made by the Fund.
The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Committee of the Independent Trustees and the
Derivatives Committee of each Fund during its most recent fiscal year. 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.
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
COMMITTEE
OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS
- ------------ ---------- ---------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
QUALITY MUNI....... 10/31/97 5 9 2 2
CALIFORNIA
QUALITY........... 10/31/97 5 9 2 2
NEW YORK QUALITY .. 10/31/97 5 9 2 2
</TABLE>
7
<PAGE>
ADVANTAGES 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 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 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 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 March 31, 1998,
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 $8.5 million.
As of the record date for these meetings, the aggregate number of shares
of each Trust owned by the Trust's officers and Trustees as a group was less
than 1 percent of each Trust's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES
Each Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board attended by the Trustee (each Trust 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). If a Board meeting
and a Committee meeting, or more than one Committee meeting, take place on a
single day, the Trustees are paid a single meeting fee by each Trust. Each
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
InterCapital or an affiliated company receive no compensation or expense
reimbursement from the Trust.
As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including QUALITY MUNI and CALIFORNIA QUALITY represented in this Proxy
Statement, 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 Trust, commencing as of his
or her retirement date and
8
<PAGE>
continuing for the remainder of his or her life, an annual retirement benefit
(the "Regular Benefit") equal to 29.41% of his or her Eligible Compensation
plus 0.4901667% 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 58.52% 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% 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 Trusts.
The following tables illustrate the compensation paid to each Trust's
Independent Trustees by each Trust for its last fiscal year, and the
retirement benefits accrued to the Independent Trustees of QUALITY MUNI and
CALIFORNIA QUALITY by those Trusts for their respective last fiscal years and
the estimated retirement benefits for the Independent Trustees of QUALITY
MUNI and CALIFORNIA QUALITY, to commence upon their retirement, as of the end
of those Trusts' respective last fiscal years. Mr. Hedien's term as Trustee
of each Trust commenced on September 1, 1997.
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED
RETIREMENT BENEFITS
-----------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- --------------------------- --------------- --------------- -------------
<S> <C> <C> <C>
Michael Bozic............... $1,700 $ 348 $ 875
Edwin J. Garn .............. 1,900 577 875
John R. Haire .............. 3,850 1,815 1,813
Wayne E. Hedien............. 482 0 794
Dr. Manuel H. Johnson ..... 1,850 233 875
Michael E. Nugent .......... 1,900 436 875
John L. Schroeder........... 1,900 667 729
</TABLE>
- ------------
(1) 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 above.
9
<PAGE>
INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES
<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED
RETIREMENT BENEFITS
-----------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- --------------------------- --------------- --------------- -------------
<S> <C> <C> <C>
Michael Bozic............... $1,700 $ 348 $ 875
Edwin J. Garn .............. 1,900 577 875
John R. Haire .............. 3,850 1,815 1,813
Wayne E. Hedien............. 482 0 794
Dr. Manuel H. Johnson ..... 1,850 233 875
Michael E. Nugent .......... 1,900 436 875
John L. Schroeder........... 1,900 667 729
</TABLE>
- ------------
(1) 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 above.
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES
<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- --------------------------- ------------------------------------
<S> <C>
Michael Bozic............... $1,700
Edwin J. Garn .............. 1,900
John R. Haire .............. 3,850
Wayne E. Hedien............. 482
Dr. Manuel H. Johnson ..... 1,850
Michael E. Nugent .......... 1,900
John L. Schroeder........... 1,900
</TABLE>
- ------------
(1) 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 above.
10
<PAGE>
The following table illustrates the compensation paid to the Independent
Trustees of the Funds for the calendar year ended December 31, 1997 for
services to the 84 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, 1997. 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. Mr.
Hedien's term as Director or Trustee of each Dean Witter Fund commenced on
September 1, 1997.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
COMMITTEES OF FOR SERVICE AS
FOR SERVICE INDEPENDENT CHAIRMAN OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ COMMITTEES OF COMPENSATION
TRUSTEE AND TRUSTEE AND TRUSTEES AND INDEPENDENT FOR SERVICES TO
COMMITTEE COMMITTEE AUDIT TRUSTEES AND 84 DEAN WITTER
MEMBER OF MEMBER COMMITTEES OF 84 AUDIT FUNDS AND 14
84 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 TCW/DW
NAME OF INDEPENDENT TRUSTEES FUNDS FUNDS FUNDS TCW/DW FUNDS FUNDS
- ---------------------------- -------------- -------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ............... $133,602 -- -- -- $133,602
Edwin J. Garn ............... 149,702 -- -- -- 149,702
John R. Haire ............... 149,702 $73,725 $157,463 $25,350 406,240
Wayne E. Hedien.............. 39,010 -- -- -- 39,010
Dr. Manuel H. Johnson ....... 145,702 71,125 -- -- 216,827
Michael E. Nugent ........... 149,702 73,725 -- -- 223,427
John L. Schroeder ........... 149,702 73,725 -- -- 223,427
</TABLE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 57 Dean Witter Funds (including
QUALITY MUNI and CALIFORNIA QUALITY represented in this Proxy Statement) for
the year ended December 31, 1997, and the estimated retirement benefits for
the Independent Trustees, to commence upon their retirement, from the 57 Dean
Witter Funds as of December 31, 1997.
RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
ESTIMATED ESTIMATE 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 TRUSTEES (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ---------------------------- -------------- -------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Michael Bozic ............... 10 58.82% $ 20,499 $ 55,026
Edwin J. Garn (2)............ 10 58.82 30,878 55,026
John R. Haire ............... 10 58.82 (19,823)(2) 132,002
Wayne E. Hedien.............. 9 50.00 0 46,772
Dr. Manuel H. Johnson ....... 10 58.82 12,832 55,026
Michael E. Nugent ........... 10 58.82 22,546 55,026
John L. Schroeder............ 8 49.02 39,350 46,123
</TABLE>
- ------------
(1) 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 above.
(2) This number reflects the effect of the extension of Mr. Haire's term as
Director or Trustee until May 1, 1999.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF THE TRUSTEES NOMINATED FOR ELECTION.
11
<PAGE>
THE INVESTMENT MANAGER AND THE INVESTMENT MANAGEMENT AGREEMENTS
InterCapital serves as the investment manager for each Trust pursuant to
an investment management agreement entered into between each Trust and
InterCapital dated May 31, 1997 (each a "Management Agreement" and
collectively, the "Management Agreements") which took effect upon the
consummation of the merger of Dean Witter, Discover & Co. with Morgan Stanley
Group Inc. Each Management Agreement was approved by the Board of Trustees of
each respective Trust on February 21, 1997 and by each Trust's Shareholders
at an Annual Meeting of Shareholders held on May 20, 1997. The Management
Agreements supersede earlier investment management agreements between the
Trusts and InterCapital and are identical in all material respects, including
fees payable by a Trust thereunder, to the earlier investment management
agreements, except for the dates of effectiveness and termination.
THE MANAGEMENT AGREEMENTS
The Management Agreements of QUALITY MUNI, CALIFORNIA QUALITY and NEW YORK
QUALITY (in this section, each "Trust" refers to each of the Trusts listed at
the beginning of this section), provide that InterCapital shall obtain and
evaluate such information and advice relating to the economy and securities
and commodity markets as it deems necessary or useful to discharge its duties
under the respective Management Agreements, and that it shall continuously
supervise the management of the assets of each Trust in a manner consistent
with the investment objectives and policies of that Trust and subject to such
other limitations and directions as the Board of the Trust may, from time to
time, prescribe.
InterCapital pays the compensation of the officers of each Trust and
provides the Trust with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. InterCapital 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 federal and state
securities commissions (except insofar as the participation or assistance of
independent accountants and attorneys is, in the opinion of InterCapital,
necessary or desirable). In return for its services and the expenses
InterCapital assumes under the Management Agreements, each Trust pays
InterCapital compensation which is computed and accrued weekly and payable
monthly and which is determined by applying the following annual rate to each
Trust's average weekly net assets as set forth in the table below:
<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- ---- ---------------------------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
QUALITY MUNI....... 0.35% to the Trust's average 10/31/97 $1,262,524 $363,508,923
weekly net assets
CALIFORNIA 0.35% to the Trust's average 10/31/97 $ 717,703 $209,990,413
QUALITY........... weekly net assets
NEW YORK QUALITY .. 0.35% to the Trust's average 10/31/97 $ 328,814 $ 96,110,552
weekly net assets
</TABLE>
Under the Management Agreements, each Trust is obligated to bear all of
the costs and expenses of its operation, except those specifically assumed by
InterCapital, 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 corporate fees payable by the
Trust to federal, state or other governmental agencies; costs and
12
<PAGE>
expenses of engraving or printing of 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); the cost and
expense of printing, including typesetting, and distributing prospectuses of
the Trust to its 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 InterCapital or any
corporate affiliate of InterCapital; 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 the pricing of the
Trust's shares; 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 InterCapital); association dues;
interest payable on the Trust's 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; and 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
InterCapital's operations unless otherwise explicitly provided in the
respective Management Agreements.
The administrative services called for under the Management Agreements are
performed by DWSC, a wholly-owned subsidiary of InterCapital, pursuant to a
Services Agreement between InterCapital and DWSC.
The Management Agreements will continue in effect for an initial term
expiring April 30, 1999 and will continue 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
the Trust or by the Trustees of the Trust, 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.
Each Management Agreement also provides that it may be terminated at any
time by InterCapital, the Trustees or by a vote of a majority of the
outstanding voting securities (Common Shares and Preferred Shares voting
together as a single class) of the applicable Trust, 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 each 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 MSDW, a preeminent global financial services firm
that maintains leading market positions in each of its three primary
businesses--securities, asset management and credit services.
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 MSDW and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Morgan Stanley
Dean Witter Individual Asset Management Group and Director of DWR,
Distributors, DWSC, InterCapital and MSDW Trust; James F. Higgins, President
and Chief Operating Officer of Dean Witter Financial and Director of DWR,
Distributors, InterCapital, DWSC and MSDW Trust; 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 MSDW
Trust; Christine A. Edwards, Executive Vice President, Secretary and Chief
Legal Officer of MSDW, Executive Vice President, Secretary and Director of
DWR, Executive Vice President,
13
<PAGE>
Secretary, Chief Legal Officer and Director of Distributors and Director of
InterCapital and DWSC; and Thomas C. Schneider, Executive Vice President and
Chief Strategic and Administrative Officer of MSDW and Executive Vice
President, Chief Financial Officer and Director of DWR, Distributors,
InterCapital and DWSC.
The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585
Broadway, New York, New York 10036; the business address of the Executive
Officer and other Directors is Two World Trade Center, New York, New York
10048.
MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW 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.
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 those of the Trusts listed in this Proxy
Statement and sets forth the fees payable to InterCapital by such companies,
including the Trusts, and their net assets as of April 30, 1998.
During the fiscal years ended October 31, 1997, for QUALITY MUNI,
CALIFORNIA QUALITY and NEW YORK QUALITY, each Trust accrued to MSDW Trust,
each Trust's Transfer Agent and an affiliate of InterCapital, transfer agency
fees of $66,216, $27,146, and $13,312, respectively.
AFFILIATED BROKER
Because DWR, Morgan Stanley & Co. Incorporated and InterCapital are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Trusts. During each of their respective last fiscal
years, the Trusts paid no brokerage commissions to DWR. During the period
June 1 through August 31, 1997, the Trusts did not pay brokerage commissions
to Morgan Stanley & Co. Incorporated, which broker-dealer became an affiliate
of InterCapital on May 31, 1997 upon consummation of the merger of Dean
Witter Discover & Co. with Morgan Stanley Group Inc.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees of each Trust have unanimously selected the firm of Price
Waterhouse LLP as each Trust's independent accountants for the respective
fiscal years ending October 31, 1998. Its selection is being submitted for
ratification or rejection by Shareholders of each Trust at the Meetings.
Price Waterhouse LLP has been the independent accountants for each Trust
since its inception, and has no direct or indirect financial interest in any
of the Trusts.
A representative of Price Waterhouse LLP is expected to be present at the
Meetings and will be available to respond to appropriate questions of
Shareholders.
The affirmative vote of the holders of a majority of the 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 each respective Trust.
THE TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS.
14
<PAGE>
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Trust is not obtained at
the Meetings, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Trust 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 applicable 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 have been received by the date of the
Meeting.
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 of any Trust 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
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Trust must be received by no later
than January 9, 1999 for each Trust for inclusion in the proxy statement for
each respective Trust's next Annual Meeting. The mere submission of a
proposal does not guarantee its inclusion in the proxy materials or its
presentation at the meeting. Certain rules under the federal securities laws
must be met.
REPORTS TO SHAREHOLDERS
EACH TRUST'S MOST RECENT ANNUAL REPORT FOR EACH TRUST'S MOST RECENT FISCAL
YEAR END HAVE BEEN SENT PREVIOUSLY TO SHAREHOLDERS AND ARE AVAILABLE WITHOUT
CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT MORGAN STANLEY DEAN WITTER
TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY
07311 (TELEPHONE 1-800-869-NEWS) (TOLL-FREE).
INTEREST OF CERTAIN PERSONS
MSDW, InterCapital, DWR, DWSC, and certain of their respective Directors,
Officers, and employees, including persons who are Trustees or Officers of
the Trusts, 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 Trusts, and certain of those individuals are compensated for
performing services relating to the Trusts and may also own shares of MSDW.
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 Trusts knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly
come before the Meetings, 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
15
<PAGE>
APPENDIX
InterCapital serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart
showing the net assets of each such investment company as of April 30, 1998
and the investment management or advisory fee rate(s) applicable to such
investment company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/30/98 OF NET ASSETS
--------------------------- --------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME
FUND*.................................. $ 1,742,688 (CLASS A) 0.55% ON ASSETS UP TO $500
885,709,870 (CLASS B) MILLION, SCALED DOWN AT VARIOUS
6,129,282 (Class C) asset levels to 0.45% on assets
215,657 (Class D) over $1.25 billion
2. DEAN WITTER LIMITED TERM MUNICIPAL
TRUST*................................. 55,479,816 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL
SERIES TRUST*.......................... 2,750,083,929 0.35%
4. DEAN WITTER NEW YORK TAX-FREE INCOME
FUND*.................................. 316,393 (Class A)
162,251,544 (Class B) 0.55% on assets up to $500
591,061 (Class C) million and 0.525% on assets
43,893 (Class D) over $500 million
5. DEAN WITTER TAX-EXEMPT SECURITIES
TRUST*................................. 8,623,473 (Class A) 0.50% on assets up to $500
103,719,002 (Class B) million, scaled down at various
4,164,439 (Class C) asset levels to 0.325% on assets
1,053,264,303 (Class D) over $1.25 billion
6. INTERCAPITAL CALIFORNIA INSURED
MUNICIPAL INCOME TRUST**............... 249,857,026 0.35%
7. INTERCAPITAL CALIFORNIA QUALITY
MUNICIPAL SECURITIES**................. 210,648,133 0.35%
8. INTERCAPITAL INSURED CALIFORNIA
MUNICIPAL SECURITIES**................. 65,185,158 0.35%
9. INTERCAPITAL INSURED MUNICIPAL BOND
TRUST**................................ 109,409,646 0.35%
10. INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST**............................... 585,357,141 0.35%
11. INTERCAPITAL INSURED MUNICIPAL
SECURITIES**.......................... 138,735,653 0.35%
12. INTERCAPITAL INSURED MUNICIPAL
TRUST**............................... 484,974,472 0.35%
13. INTERCAPITAL NEW YORK QUALITY
MUNICIPAL SECURITIES**................ 96,214,929 0.35%
14. INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST**............................... 741,446,227 0.35%
A-1
<PAGE>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/30/98 OF NET ASSETS
--------------------------- --------------------------------
15. INTERCAPITAL QUALITY MUNICIPAL
INVESTMENT TRUST**.................... $ 383,359,258 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL
SECURITIES**.......................... 362,733,645 0.35%
17. MUNICIPAL INCOME TRUST**.............. 298,110,112 0.35% on assets up to $250
million and 0.25% on assets over
$250 million
18. MUNICIPAL INCOME TRUST II**........... 271,677,548 0.40% on assets up to $250
million and 0.30% on assets over
$250 million
19. MUNICIPAL INCOME TRUST III**.......... 62,826,755 0.40% on assets up to $250
million and 0.30% on assets over
$250 million
20. MUNICIPAL INCOME OPPORTUNITIES
TRUST**............................... 184,051,018 0.50%
21. MUNICIPAL INCOME OPPORTUNITIES
TRUST II**............................ 179,582,672 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES
TRUST III**........................... 105,255,923 0.50%
23. MUNICIPAL PREMIUM INCOME TRUST** ..... 350,716,615 0.40%
24. DEAN WITTER SELECT MUNICIPAL
REINVESTMENT FUND***.................. 90,227,221 0.50%
25. DEAN WITTER HAWAII MUNICIPAL TRUST* .. 5,304,628 0.35% (1)
</TABLE>
- ------------
* 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, until December 31, 1998, to continue to
assume all operating expenses (except for any 12b-1 and brokerage fees)
of Dean Witter Hawaii Municipal Trust and to waive the compensation
provided for in its investment management agreement with that company.
A-2
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
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 Annual Meeting of Shareholders of
InterCapital Quality Municipal Securities on June 23, 1998, 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 May 7, 1998 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 TRUSTEE AND THE PROPOSAL 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
COMMON SHARES
1. Election of one (1) Trustee:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
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.
2. Ratification of appointment of Price
Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
--------------------------
Please make sure to sign and date this Proxy using black or blue ink.
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
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.
PRX 00126
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
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 Annual Meeting of Shareholders of
InterCapital Quality Municipal Securities on June 23, 1998, 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 May 7, 1998 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 PROPOSAL 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
PREFERRED SHARES
1. Election of one (1) Trustee:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
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.
2. Ratification of appointment of Price
Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Election of one (1) Preferred Trustee:
FOR WITHHOLD
[ ] [ ]
Charles Fiumefreddo
Date
--------------------------
Please make sure to sign and date this Proxy using black or blue ink.
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
INTERCAPITAL QUALITY MUNICIPAL SECURITIES
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.
PRX 00126
<PAGE>
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES
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 Annual Meeting of Shareholders of
InterCapital New York Quality Municipal Securities on June 23, 1998, 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 May 7, 1998 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 TRUSTEE AND THE PROPOSAL 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
COMMON SHARES
1. Election of one (1) Trustee:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
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.
2. Ratification of appointment of Price
Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
--------------------------
Please make sure to sign and date this Proxy using black or blue ink.
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES
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.
PRX 00100
<PAGE>
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES
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 Annual Meeting of Shareholders of
InterCapital New York Quality Municipal Securities on June 23, 1998, 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 May 7, 1998 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 PROPOSAL 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
PREFERRED SHARES
1. Election of one (1) Trustee:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
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.
2. Ratification of appointment of Price
Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Election of one (1) Preferred Trustee:
FOR WITHHOLD
[ ] [ ]
Charles Fiumefreddo
Date
--------------------------
Please make sure to sign and date this Proxy using black or blue ink.
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES
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.
PRX 00100
<PAGE>
INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES
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 Annual Meeting of Shareholders of
InterCapital California Quality Municipal Securities on June 23, 1998, 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 May 7, 1998 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 TRUSTEE AND THE PROPOSAL 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
COMMON SHARES
1. Election of one (1) Trustee:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
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.
2. Ratification of appointment of Price
Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
--------------------------
Please make sure to sign and date this Proxy using black or blue ink.
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES
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.
PRX 00095
<PAGE>
INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES
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 Annual Meeting of Shareholders of
InterCapital California Quality Municipal Securities on June 23, 1998, 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 May 7, 1998 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 PROPOSAL 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
PREFERRED SHARES
1. Election of one (1) Trustee:
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic
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.
2. Ratification of appointment of Price
Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Election of one (1) Preferred Trustee:
FOR WITHHOLD
[ ] [ ]
Charles Fiumefreddo
Date
--------------------------
Please make sure to sign and date this Proxy using black or blue ink.
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES
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.
PRX 00095
