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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
.... InterCapital Insured Municipal Securities . . . . . . . . . .
(Name of Registrant(s) Specified in its Charter)
.... Lou Anne McInnis. . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Set forth the amount on which the filing fee is calculated and state
how it was determined.
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4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Fee previously paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
PRELIMINARY COPY--FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
INTERCAPITAL INSURED MUNICIPAL SECURITIES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1997
The Annual Meeting of Shareholders (the "Meeting") of INTERCAPITAL INSURED
MUNICIPAL SECURITIES (the "Trust"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, will be held
in the Career Development Room, Sixty-First Floor, 2 World Trade Center, New
York, New York 10048, on May 1, 1997, at 10:00 a.m., New York City time, for
the following purposes:
1. To elect four (4) Trustees, two (2) to serve until the 2000 Annual
Meeting, one (1) to serve until the Annual Meeting and one (1) to
serve until the Annual Meeting, or, in each case, until their
successors shall have been elected and qualified;
2. To approve or disapprove a new Investment Management Agreement between
the Trust and Dean Witter InterCapital Inc., a wholly-owned subsidiary of
Dean Witter, Discover & Co. ("DWDC") in connection with the proposed
merger of Morgan Stanley Group Inc. with DWDC;
3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending October 31,
1997; and
4. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on March 12, 1997 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the 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 2 and will vote against any such adjournment those proxies
required to be voted against that proposal.
BARRY FINK
Secretary
March 17, 1997
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.
<PAGE>
PRELIMINARY PROXY--FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
INTERCAPITAL INSURED MUNICIPAL SECURITIES
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 1, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of Intercapital Insured
Municipal Securities (the "Trust"), for use at the Annual Meeting of
Shareholders of the Trust to be held on May 1, 1997 (the "Meeting"), and at
any adjournments thereof.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of Proposals 2 and 3 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 (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy.
Holders of shares of the Trust ("Shareholders") of record as of the close
of business on March 12, 1997, 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 March 12, 1997, there were outstanding shares of beneficial interest
of the Trust, all with $.01 par value. No person was known to own as much as
5% of the outstanding shares of the Trust on that date. The percentage
ownership of shares of the Trust changes from time to time depending on
purchases and sales by Shareholders and the total number of shares outstanding.
The first mailing of this Proxy Statement is expected to be made on or about
March 17, 1997.
The cost of soliciting proxies for the Meeting, consisting principally of
mailing and printing expenses, which is not expected to exceed $ , will
be borne by the Trust, except that costs relating to Proposal 2 will be borne
by Dean Witter, Discover & Co. ("DWDC"). The solicitation of proxies will be
by mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Trustees, officers of the Trust, or officers and regular
employees of Dean Witter InterCapital Inc. ("InterCapital" or the "Investment
Manager"), Dean Witter Trust Company ("DWTC"), Dean Witter Services Company
Inc. ("DWSC") and/or employees of broker-dealers, including Dean Witter
Reynolds Inc. ("DWR"), without special compensation therefor. In addition,
the Trust may employ William F. Doring & Co. as proxy solicitor, the cost of
which is not expected
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<PAGE>
to exceed and will be borne by DWDC. With respect to a telephone
solicitation by William F. Doring & Co., additional expenses would include
$ per telephone vote transacted, $ per outbound telephone
contact and costs relating to obtaining Shareholders' telephone numbers.
William F. Doring & Co. and DWTC 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
Trust has been advised by counsel that these procedures are consistent with
the requirements of applicable law. Shareholders voting by telephone will be
asked for their social security number or other identifying information and
will be given an opportunity to authorize proxies to vote their shares in
accordance with their instructions. To ensure that the Shareholders'
instructions have been recorded correctly they will receive a confirmation of
their instructions in the mail. A special toll-free number will be available
in case the information contained in the confirmation is incorrect. Although
a Shareholder's vote may be taken by telephone, each Shareholder will receive
a copy of this Proxy Statement and may vote by mail using the enclosed proxy
card.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, as amended, at ten. There are currently eight
Trustees, two of whom (Manuel H. Johnson and John L. Schroeder) are standing
for election at this Meeting to serve until the 2000 Annual Meeting.
Additionally, two nominees to the Trust's Board of Trustees are standing for
election at the Meeting for the first time, one, if elected, to serve until
the Annual Meeting and one, if elected, to serve until the Annual
Meeting, all in accordance with the Trust's Declaration of Trust.
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent, and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). Mr. and Mr. who have
been nominated for election at the Meeting, if elected, also will be
Independent Trustees. The other two current Trustees, Charles A. Fiumefreddo
and Philip J. Purcell are "interested persons" (as that term is defined in
the 1940 Act) of the Trust and InterCapital and thus are not Independent
Trustees. The nominees for election as Independent Trustees have been
proposed by the Independent Trustees now serving. All of the Trustees
currently serving have been elected previously by the 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:
Manuel H. Johnson, , and John L. Schroeder. 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 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 any of said nominees would be unable or unwilling
to accept nomination or election. The election of each Trustee requires the
approval of a majority of the shares of the Trust represented and entitled to
vote at the Meeting.
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.
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<PAGE>
The Board of Trustees previously determined that any nominee for election
as Trustee shall be standing for election as Trustee and serve as Trustee in
one of the three classes of Trustees as follows: Class I -- Messrs. Bozic,
Fiumefreddo and [ ]; Class II--Messrs. Johnson, Schroeder and [ ]; and
Class III -- Messrs. Garn, Haire, Nugent and Purcell. Each nominee for
Trustee 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. In accordance with the above, the Trustees in Class II
are standing for election at this Meeting and, if elected, will serve until
the 2000 Annual Meeting or until their successors shall have been elected and
qualified, and, with respect to the new nominees, one Trustee in Class and
one Trustee in Class are standing for election at the Meeting, and, if
elected, will serve until the and Annual Meetings, respectively,
or until their successors shall have been elected and qualified. As a
consequence of this method of election, the replacement of a majority of
the Board could be delayed for up to two years.
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 March 12, 1997 (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 84 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 14 investment
companies for which InterCapital's wholly-owned subsidiary, DWSC, serves as
manager and TCW Funds Management, Inc. serves as investment adviser (referred
to herein as the "TCW/DW Funds").
The nominees for Trustees to be elected at this Meeting are:
DR. MANUEL H. JOHNSON, Trustee since December, 1993; age 48; Senior
Partner, Johnson Smick International, Inc., a consulting firm; Co-Chairman
and a founder of the Group of Seven Council (G7C), an international economic
commission; Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of NASDAQ (since June, 1995); Director of Greenwich
Capital Markets, Inc. (broker-dealer); Trustee of the Financial Accounting
Foundation (oversight organization for the FASB); formerly Vice Chairman of
the Board of Governors of the Federal Reserve System (1986-1990) and
Assistant Secretary of the U.S. Treasury (1982-1986).
JOHN L. SCHROEDER, Trustee since April, 1994; age 66; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of The Home Insurance Company (August, 1991-September,
1995) and formerly Chairman and Chief Investment Officer of Axe-Houghton
Management and the Axe-Houghton Funds (1983-1991).
[NEW PERSON]
[NEW PERSON]
4
<PAGE>
The Trustees who are not standing for re-election at this Meeting are:
MICHAEL BOZIC, Trustee since April, 1994; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November, 1995);
Director or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.
("Sears"); Director of Eaglemark Financial Services, Inc., the United Negro
College Fund and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO, Trustee since October, 1993; age 63; 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 DWTC; Director and/or officer of
various DWDC subsidiaries; formerly Executive Vice President and Director of
DWDC (until February, 1993).
EDWIN JACOB (JAKE) GARN, Trustee since December, 1993; age 64; Director or
Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly
Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle
Discovery (April 12-19, 1985); Vice Chairman, Huntsman Corporation (since
January, 1993); Director of Franklin Quest (time management systems) and John
Alden Financial Corp.; member of the board of various civic and charitable
organizations.
JOHN R. HAIRE, Trustee since December, 1993; age 72; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Chairman of the
Audit Committee and Chairman of the Committee of the Independent Trustees and
Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation,
an investment adviser (1964-1978); Director of Washington National
Corporation (insurance).
MICHAEL E. NUGENT, Trustee since December, 1993; age 60; General Partner,
Triumph Capital, L.P., a private investment partnership; Director or Trustee
of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice
President, Bankers Trust Company and BT Capital Corporation (1984-1988);
director of various business organizations.
PHILIP J. PURCELL, Trustee since April, 1994; age 53; Chairman of the
Board of Directors and Chief Executive Officer of DWDC, DWR and Novus Credit
Services Inc; Director of InterCapital, DWSC and Distributors; Director or
Trustee of the Dean Witter Funds; Director and/or officer of various DWDC
subsidiaries.
The executive officers of the Trust other than shown above are: Barry
Fink, Vice President, Secretary and General Counsel; Robert M. Scanlan, Vice
President; Joseph J. McAlinden, Vice President; Robert S. Giambrone, 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, Lou Anne D. McInnis, Ruth Rossi, Carsten Otto and
Frank Bruttomesso serve as Assistant Secretaries. Mr. Fink is 42 years old
and is currently First Vice President (since June, 1993), Secretary and
General Counsel (since February, 1997) of InterCapital and DWSC and (since
August, 1996) Assistant Secretary of DWR; he is also First Vice President,
Assistant Secretary and Assistant General Counsel of Distributors (since
February, 1997). He was previously Vice President, Assistant Secretary and
Assistant General Counsel of InterCapital and DWSC. Mr. Scanlan is 60 years
old and is currently President and Chief Operating Officer of InterCapital
(since March, 1993) and DWSC; he is also Executive Vice President of
Distributors and Executive Vice President and Director of DWTC. He was
previously Executive Vice President of InterCapital (July, 1992-March, 1993)
and prior thereto was Chairman of Harborview Group Inc. Mr. McAlinden is 54
years old and is currently Executive Vice President of InterCapital
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(since April, 1996); he is also Chief Investment Officer of InterCapital and
Director of DWTC (since April, 1996). He was previously Senior Vice President
of InterCapital (June, 1995-April, 1996) and prior thereto was a Managing
Director at Dillon Read. Mr. Giambrone is 42 years old and is currently
Senior Vice President of InterCapital, DWSC, Distributors and DWTC (since
August, 1995) and Director of DWTC (since April, 1996). He was formerly a
partner of KPMG Peat Marwick, LLP. Mr. Willison is 53 years old and is
currently Senior Vice President of InterCapital. Mr. Caloia is 51 years old
and is currently First Vice President and Assistant Treasurer of InterCapital
and DWSC. Mr. Avelar is 38 years old and is currently Senior Vice President
of InterCapital. Ms. Stromberg is 48 years old and is currently Vice
President of InterCapital. Mr. Arcieri is 48 years old and is currently Vice
President of InterCapital. Mr. Lian is 42 years old and is currently Vice
President of InterCapital. Mr. Page is 50 years old and is currently Senior
Vice President of InterCapital. Other than Messrs. Scanlan, Giambrone and
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 of Trustees currently consists of eight (8) trustees. These same
individuals also serve as directors or trustees for all of the Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of
this Proxy Statement, there are a total of 84 Dean Witter Funds, comprised of
127 portfolios. As of February 28, 1997, the Dean Witter Funds had total net
assets of approximately $ billion and more than six million shareholders.
Six Trustees and the two new nominees (80% of the total number) have no
affiliation or business connection with InterCapital or any of its affiliated
persons and do not own any stock or other securities issued by InterCapital's
parent company, DWDC. The other two Trustees (the "Management Trustees") are
affiliated with InterCapital. For a period of at least three years after the
consummation of the merger of Morgan Stanley Group Inc. with DWDC, at least
75% of the members of the Board of Trustees of the Trust will be "interested
persons" (as defined in the 1940 Act) of InterCapital. Four of the six
Independent Trustees are also Independent Trustees of the TCW/DW Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Dean Witter Funds seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the Funds' Boards, such individuals may reject other attractive
assignments because the Funds make substantial demands on their time. Indeed,
by serving on the Funds' Boards, certain Trustees who would otherwise be
qualified and in demand to serve on bank boards would be prohibited by law
from doing so.
All of the current Independent Trustees serve as members of the Audit
Committee and the Committee of the Independent Trustees. Three of them also
serve as members of the Derivatives Committee. The Committees hold some
meetings at InterCapital's offices and some outside InterCapital. Management
Trustees or officers do not attend these meetings unless they are invited for
purposes of furnishing information or making a report. The Funds do not have
any nominating or compensation committees.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
distribution and underwriting agreements; continually reviewing Fund
performance; checking on the pricing of portfolio securities, brokerage
commissions, transfer agent costs and performance, and trading among Funds in
the same complex; and approving fidelity bond and related insurance coverage
and allocations, as well as other matters that arise from time to time.
The 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
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the independent accountants and other accounting firms prior to the
performance of such services; reviewing the independence of the independent
accountants; considering the range of audit and non-audit fees; reviewing the
adequacy of the Fund's system of internal controls; and preparing and
submitting Committee meeting minutes to the full Board.
Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect
to derivative investments, if any, made by the Fund.
For the fiscal year ended October 31, 1996, the Board of Trustees of the
Trust held six meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held three,
ten and three 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 COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE
The Chairman of the Committee of the Independent Trustees and the Audit
Committee maintains an office at the 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
various issues, and arranges to have that information furnished to Committee
members. He also arranges for the services of independent experts and
consults with them in advance of meetings to help refine reports and to focus
on critical issues. Members of the Committees believe that the person who
serves as Chairman of both Committees and guides their efforts is pivotal to
the effective functioning of the Committees.
The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Manager and other service
providers. In effect, the Chairman of the Committees serves as a combination
of chief executive and support staff of the Independent Trustees.
The Chairman of the Committee of the Independent Trustees and the Audit
Committee is not employed by any other organization and devotes his time
primarily to the services he performs as Committee Chairman and Independent
Trustee of the Dean Witter Funds and as an Independent Trustee and, since
July 1, 1996, as Chairman of the Committee of the Independent Trustees and
the Audit Committee of the TCW/DW Funds. The current Committee Chairman has
had more than 35 years experience as a senior executive in the investment
company industry.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN
WITTER FUNDS
The Independent Trustees and the 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
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Independent Trustees serve on all Fund Boards enhances the ability of each
Fund to obtain, at modest cost to each separate Fund, the services of
Independent Trustees, and a Chairman of their Committees, of the caliber,
experience and business acumen of the individuals who serve as Independent
Trustees of the Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds
in the Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds
complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees
may allocate their investments among specific Funds in any manner they
determine is appropriate based on their individual investment objectives. As
of the date of this Proxy Statement, each Trustee is in compliance with the
policy. Any future Trustee will be given a one year period following his or
her election within which to comply with the foregoing. As of December 31,
1996, the total value of the investments by the Trustees and/or their spouses
in shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $9.8 million.
As of the record date for this Meeting, 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.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $1,000 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the 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). 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 following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended October 31, 1996.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- ------------------------------- ------------------
<S> <C>
Michael Bozic .................. $
Edwin J. Garn ..................
John R. Haire ..................
Dr. Manuel H. Johnson ..........
Michael E. Nugent ..............
John L. Schroeder ..............
</TABLE>
8
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The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1996 for
services to the 82 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1996. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Dean Witter Money Market Funds.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
COMMITTEES OF FOR SERVICE AS
INDEPENDENT CHAIRMAN OF
FOR SERVICE DIRECTORS/ COMMITTEES OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS TRUSTEES AND INDEPENDENT COMPENSATION
TRUSTEE AND TRUSTEE AND AUDIT TRUSTEES FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 82 AND AUDIT 82 DEAN WITTER
NAME OF OF 82 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 FUNDS AND 14
INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS TCW/DW FUNDS TCW/DW FUNDS
- --------------------- ----------------- ---------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ........ $138,850 -- -- -- $138,850
Edwin J. Garn ........ 140,900 -- -- -- 140,900
John R. Haire ........ 106,400 $64,283 $195,450 $12,187 378,320
Dr. Manuel H. Johnson 137,100 66,483 -- -- 203,583
Michael E. Nugent ... 138,850 64,283 -- -- 203,133
John L. Schroeder ... 137,150 69,083 -- -- 206,233
</TABLE>
As of the date of this Proxy Statement, 57 of the Dean Witter Funds, not
including the Trust, 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 Adopting
Fund, commencing as of his or her retirement date and continuing for the
remainder of his or her life, an annual retirement benefit (the "Regular
Benefit") equal to 25.0% of his or her Eligible Compensation plus 0.4166666%
of such Eligible Compensation for each full month of service as an
Independent Director or Trustee of any Adopting Fund in excess of five years
up to a maximum of 50.0% after ten years of service. The foregoing
percentages may be changed by the Board.(1) "Eligible Compensation" is
one-fifth of the total compensation earned by such Eligible Trustee for
service to the Adopting 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 Adopting Funds.
- ------------
(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.
9
<PAGE>
The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the 57 Dean Witter Funds (not including the
Trust) for the year ended December 31, 1996, and the estimated retirement
benefits for the Trust's Independent Trustees, to commence upon their
retirement, from the 57 Dean Witter Funds as of December 31, 1996.
RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS
<TABLE>
<CAPTION>
RETIREMENT ESTIMATED ANNUAL
ESTIMATED BENEFITS BENEFITS
CREDITED YEARS ESTIMATED ACCRUED AS UPON RETIREMENT
OF SERVICE AT PERCENTAGE OF EXPENSES FROM ALL
RETIREMENT ELIGIBLE BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION ADOPTING FUNDS FUNDS(2)
- --------------------------- -------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic .............. 10 50.0% $20,147 $ 51,325
Edwin J. Garn .............. 10 50.0 27,772 51,325
John R. Haire .............. 10 50.0 46,952 129,550
Dr. Manuel H. Johnson ..... 10 50.0 10,926 51,325
Michael E. Nugent .......... 10 50.0 19,217 51,325
John L. Schroeder .......... 8 41.7 38,700 42,771
</TABLE>
- ------------
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1)
above.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
(2) APPROVAL OR DISAPPROVAL OF NEW INVESTMENT
MANAGEMENT AGREEMENT
BACKGROUND
InterCapital currently serves as investment manager of the Trust pursuant
to an investment management agreement entered into by the Trust and
InterCapital (the "Current Agreement"), and in that capacity provides
investment advisory and certain other services to the Trust. InterCapital is
a wholly-owned subsidiary of DWDC. The approval of a new investment
management agreement between the Trust and InterCapital (the "New Agreement")
is being sought in connection with the proposed merger of Morgan Stanley
Group Inc. ("Morgan Stanley") and DWDC (the "Merger").
INFORMATION CONCERNING MORGAN STANLEY GROUP
Morgan Stanley and various of its directly or indirectly owned
subsidiaries, including Morgan Stanley & Co. Incorporated ("Morgan Stanley &
Co."), a registered broker-dealer and investment adviser, and Morgan Stanley
International, are engaged in a wide range of financial services. Their
principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring and other corporate finance
advisory activities; merchant banking; stock brokerage and research services;
asset management; trading of futures, options, foreign exchange, commodities
and swaps (involving foreign exchange, commodities, indices and interest
rates); real estate advice, financing and investing; and global custody,
securities clearance services and securities lending.
THE MERGER
Pursuant to the terms of the Merger, Morgan Stanley will be merged with
and into DWDC with the surviving corporation to be named Morgan Stanley, Dean
Witter, Discover & Co. Following the Merger, InterCapital will be a direct
wholly-owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
10
<PAGE>
Under the terms of the Merger, each share of Morgan Stanley common stock
will be exchanged for 1.65 shares of DWDC common stock. Following the Merger,
Morgan Stanley's shareholders will own approximately 45% and DWDC's
shareholders will own approximately 55% of the outstanding shares of common
stock of Morgan Stanley, Dean Witter, Discover & Co.
The Merger is expected to be completed in mid-1997.
The Board of Directors of Morgan Stanley, Dean Witter, Discover & Co. will
consist of fourteen members, two of which will be Morgan Stanley insiders and
two of which will be DWDC insiders. The remaining ten directors will be
outside directors, with Morgan Stanley and DWDC each designating five of the
ten. The Chairman and Chief Executive Officer of Morgan Stanley, Dean Witter,
Discover & Co. will be Philip J. Purcell who is the current Chairman and
Chief Executive Officer of DWDC. The President and Chief Operating Officer of
Morgan Stanley, Dean Witter, Discover & Co. will be the current President of
Morgan Stanley, John Mack.
The Merger is subject to certain closing conditions, including certain
regulatory approvals and the approval of shareholders of both DWDC and Morgan
Stanley.
APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT
In order to assure continuity of investment management services to the
Trust after the Merger, the Board met in person for the purpose of considering
whether it would be in the best interests of the Trust and its Shareholders
to enter into a New Agreement between the Trust and the Investment Manager
which would become effective upon the later of Shareholder approval of the
New Agreement or consummation of the Merger. At its meeting, and for the
reasons discussed below (see "The Board's Consideration"), the Board,
including each of the Independent Trustees, unanimously approved the New
Agreement and recommended its approval by Shareholders.
THE TERMS OF THE NEW AGREEMENT, INCLUDING FEES PAYABLE BY THE TRUST
THEREUNDER, ARE IDENTICAL, IN ALL MATERIAL RESPECTS, TO THOSE OF THE CURRENT
AGREEMENT, EXCEPT FOR THE DATES OF EFFECTIVENESS AND EXPIRATION. The terms of
the Current Agreement are fully described under "The Current Investment
Management Agreement" below. If approved by Shareholders, the New Agreement
will continue in effect for an initial term expiring April 30, 1999 and will
continue in effect from year to year thereafter if such continuance is
approved by the Board or by a majority of the outstanding voting securities
(as defined below) of the Trust and, in either event, by the vote cast in
person of a majority of the Independent Trustees. In the event that
Shareholders of the Trust do not approve a New Agreement, the Current
Agreement will remain in effect and the Board will take such action, if any,
as it deems to be in the best interests of the Trust and its Shareholders,
which may include proposing that Shareholders approve an agreement in lieu of
the New Agreement. In the event that the Merger is not consummated, the
Investment Manager will continue to provide services to the Trust in
accordance with the terms of the Current Agreement for such periods as may be
approved at least annually by the Board, including a majority of the
Independent Trustees of the Trust.
REQUIRED VOTE
The New Agreement cannot be implemented unless approved at the Meeting, or
any adjournment thereof, by a majority of the outstanding voting securities
of the Trust. Such a majority means the affirmative vote of the holders of
(a) 67% or more of the shares of the Trust present, in person or by proxy, at
the Meeting, if the holders of more than 50% of the outstanding shares are so
present, or (b) more than 50% of the outstanding shares of the Trust,
whichever is less.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE NEW INVESTMENT MANAGEMENT AGREEMENT.
11
<PAGE>
THE BOARD'S CONSIDERATION
At a special meeting of the Committee of the Independent Trustees of the
Trust held on February 20, 1997, at which each of the Independent Trustees of
the Trust was present, and a meeting of the full Board on February 21, 1997,
the Trustees evaluated the New Agreement (the form of which is attached
hereto as an Exhibit). Prior to and during the meeting, the Independent
Trustees requested and received all information they deemed necessary to
enable them to determine whether the New Agreement is in the best interests
of the Trust and its Shareholders. They were assisted in their review and
deliberations by independent legal counsel. In determining whether to approve
the New Agreement, the Trustees assessed the implications of the Merger for
the Investment Manager and its ability to continue to provide services to the
Trust of the same scope and quality as are presently provided. In particular,
the Trustees inquired as to the impact of the Merger on the Investment
Manager's personnel, management, facilities and financial capabilities and
received assurances in this regard from senior management of DWDC and the
Investment Manager that the Merger would not adversely affect the Investment
Manager's ability to fulfill its obligations under its agreement with the
Trust or to operate its business in a manner consistent with past practices.
In addition, the Trustees considered the effects of the Investment Manager
and Morgan Stanley becoming affiliated persons of each other. Following the
Merger, the 1940 Act will prohibit or impose certain conditions on the
ability of the Trust to engage in certain transactions with Morgan Stanley
and its affiliates. For example, absent exemptive relief, the Trust will be
prohibited from purchasing securities from Morgan Stanley & Co., a
wholly-owned broker-dealer subsidiary of Morgan Stanley, in transactions in
which Morgan Stanley & Co. acts as principal, and the Trust will have to
satisfy certain conditions in order to engage in securities transactions in
which Morgan Stanley & Co. acts as broker or to purchase securities in an
underwritten offering in which Morgan Stanley & Co. acts as an underwriter.
In this connection, senior management of the Investment Manager represented
to the Trustees that they do not believe these prohibitions or conditions
will have a material effect on the management or performance of the Trust.
The Trustees also considered that the New Agreement is identical, in all
material respects, to the Current Agreement (other than the dates of
effectiveness and termination).
Based upon the Trustees' review and the evaluations of the materials they
received, and in consideration of all factors deemed relevant to them, the
Trustees of the Trust, including all of the Independent Trustees, determined
that the New Agreement is in the best interests of the Trust and its
Shareholders. ACCORDINGLY, THE BOARD OF THE TRUST, INCLUDING ALL OF THE
INDEPENDENT TRUSTEES, APPROVED THE NEW AGREEMENT AND VOTED TO RECOMMEND
APPROVAL BY SHAREHOLDERS OF THE TRUST.
THE CURRENT INVESTMENT MANAGEMENT AGREEMENT
The Current Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy, securities
and commodity markets and securities and commodities as it deems necessary or
useful to discharge its duties under the Current Agreement, and that it shall
continuously supervise the management of the assets of 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 Current 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 the 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
12
<PAGE>
utilities. The Investment Manager also pays for the services of personnel in
connection with the pricing of the Trust's shares and the preparation of
prospectuses, proxy statements and reports required to be filed with the
Federal and state securities commissions (except insofar as the participation
or assistance of independent accountants and attorneys is, in the opinion of
the Investment Manager, necessary or desirable). In return for its investment
services and the expenses which the Investment Manager assumes under the
Management Agreement, the Trust pays the Investment Manager compensation
which is accrued weekly 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 Current Agreement, the Trust accrued to the Investment
Manager total compensation of $488,577 during the fiscal year ended October
31, 1996. The net assets of the Trust totalled $138,240,827 at October 31,
1996.
Under the Current 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 governmental 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 Current Agreement.
The Current Agreement was initially approved by the Board, including all
of the Independent Trustees, at a meeting held on December 2, 1993, and by
Dean Witter InterCapital Inc. as the sole shareholder of the Trust on
February 18, 1994. The Current Agreement was last approved by the
Shareholders of the Trust as a routine matter at the Annual Meeting of
Shareholders held on June 27, 1996.
The Current Agreement had an initial term ending April 30, 1995 and
provides 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 Current Agreement or "interested persons"
of any such party (as defined in the 1940 Act) at a meeting called for the
purpose of voting on such approval. The Current Agreement's most recent
continuation until April 30, 1997 was approved by the Trustees, including a
majority of the Independent Trustees, at a meeting of the Trustees held on
April 17, 1996, called for the purpose of approving the Current 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.
13
<PAGE>
The administrative services called for under the Current Agreement are
performed by DWSC, a wholly-owned subsidiary of InterCapital, pursuant to a
Services Agreement between InterCapital and DWSC.
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 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 and Chief Financial Officer of DWDC and
Executive Vice President, Chief Financial Officer and Director of DWR,
Distributors, InterCapital and DWSC.
The business address of the foregoing Directors and Executive Officer is
Two World Trade Center, New York, New York 10048. DWDC has its offices at 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 fees
payable by such companies, including the Trust, and their net assets as of
March 12, 1997.
During the fiscal year ended October 31, 1996, the Trust accrued to DWTC,
the Trust's Transfer Agent and an affiliate of the Investment Manager,
transfer agency fees of $54,101.
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,
1996, 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,
1997. 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.
A representative of Price Waterhouse LLP is expected to be present at the
Meeting and will be available to make a statement 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.
14
<PAGE>
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 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 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 2 and will vote against any such adjournment those proxies
required to be voted against that proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the Meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares
held in street name for which the broker indicates that instructions have not
been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than [December , 1997],
for inclusion in the proxy statement for that 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
THE TRUST'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED OCTOBER
31, 1996, HAS BEEN PREVIOUSLY SENT TO SHAREHOLDERS AND IS AVAILABLE WITHOUT
CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT DEAN WITTER TRUST COMPANY,
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS) (TOLL-FREE).
INTEREST OF CERTAIN PERSONS
DWDC, InterCapital, DWR, DWSC and certain of their respective Directors,
Officers, and employees, including persons who are Trustees or Officers of
the Trust, 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 Trust, and certain of those individuals are compensated for
performing services relating to the Trust and may also own shares of DWDC.
Such companies and persons may thus be deemed to derive benefits from the
approvals by Shareholders of such proposals.
15
<PAGE>
OTHER BUSINESS
The management of the Trust 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
BARRY FINK
Secretary
16
<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
March 12, 1997.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF 03/12/97 ADVISORY FEE RATE(S)
------------------ ----------------------------------
<S> <C> <C>
1.DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* ....... $ 0.55% on assets up to $500
million, scaled down at various
asset levels to 0.45% on assets
over $1.25 billion
2.DEAN WITTER LIMITED TERM MUNICIPAL TRUST* .......... 0.50%
3.DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* .... 0.35%
4.DEAN WITTER NATIONAL MUNICIPAL TRUST* ............... 0.35% (1)
5.DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ......... 0.55% on assets up to $500 million
and 0.525% on assets over $500
million
6.DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ............ 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** ............................................. 0.35%
8.INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ........................................ 0.35%
9.INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** ........................................ 0.35%
10.INTERCAPITAL INSURED MUNICIPAL BOND TRUST** ....... 0.35%
11.INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** ..... 0.35%
12.INTERCAPITAL INSURED MUNICIPAL SECURITIES** ....... 0.35%
13.INTERCAPITAL INSURED MUNICIPAL TRUST** ............. 0.35%
14.INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** ....................................... 0.35%
15.INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** ..... 0.35%
16.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST** . 0.35%
17.INTERCAPITAL QUALITY MUNICIPAL SECURITIES** ....... 0.35%
18.MUNICIPAL INCOME TRUST** ........................... 0.35% on assets up to $250 million
and 0.25% on assets over $250
million
19.MUNICIPAL INCOME TRUST II** ........................ 0.40% on assets up to $250 million
and 0.30% on assets over $250
million
A-1
<PAGE>
CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF 03/12/97 ADVISORY FEE RATE(S)
------------------ ----------------------------------
20.MUNICIPAL INCOME TRUST III** ....................... $ 0.40% on assets up to $250 million
and 0.30% on assets over $250
million
21.MUNICIPAL INCOME OPPORTUNITIES TRUST** ............. 0.50%
22.MUNICIPAL INCOME OPPORTUNITIES TRUST II** ......... 0.50%
23.MUNICIPAL INCOME OPPORTUNITIES TRUST III** ........ 0.50%
24.MUNICIPAL PREMIUM INCOME TRUST** ................... 0.40%
25.DEAN WITTER SELECT MUNICIPAL REINVESTMENT FUND*** . 0.50%
26.DEAN WITTER HAWAII MUNICIPAL TRUST* ................ 0.35% (2)
<FN>
- ------------
* 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 June 30, 1997, 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 to the
extent that such expenses and compensation on an annualized basis
exceed 0.50% of the average daily net assets of that company.
(2) InterCapital has undertaken, until June 30, 1997, 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.
</TABLE>
A-2
<PAGE>
EXHIBIT
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the day of , 1997, by and between InterCapital
Insured Municipal Securities, an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts (hereinafter called the
"Fund"), and Dean Witter InterCapital Inc., a Delaware corporation
(hereinafter called the "Investment Manager"):
WHEREAS, The Fund intends to engage in business as a closed-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, The Investment Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the business of
acting as investment adviser; and
WHEREAS, The Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms
and conditions hereinafter set forth; and
WHEREAS, The Investment Manager desires to be retained to perform services
on said terms and conditions:
Now, Therefore, this Agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:
1. The Fund hereby retains the Investment Manager to act as investment
manager of the Fund and, subject to the supervision of the Trustees, to
supervise the investment activities of the Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously manage the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and shall
take such further action, including the placing of purchase and sale orders
on behalf of the Fund, as the Investment Manager shall deem necessary or
appropriate. The Investment Manager shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Manager in the discharge of
its duties as the Fund may, from time to time, reasonably request.
2. The Investment Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Investment
Manager shall be deemed to include persons employed or otherwise retained by
the Investment Manager to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to technical
and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Investment Manager
shall, as agent for the Fund, maintain the Fund's records and books of
account (other than those maintained by the Fund's transfer agent, registrar,
custodian and other agencies). All such books and records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Manager shall surrender to the Fund such of the books and records so
requested.
EX-1
<PAGE>
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Manager may reasonably require in order to discharge its duties
and obligations hereunder.
4. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Fund, and provide such office space,
facilities and equipment and such clerical help and bookkeeping services as
the Fund shall reasonably require in the conduct of its business. The
Investment Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Fund.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing certificates representing shares of the
Fund, all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel) the cost and expense
of printing, including typesetting, and distributing prospectuses for such
purposes; all expenses of shareholders' and Trustees' meetings and of
preparing, printing and mailing of proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Investment Manager or any
corporate affiliate of the Investment Manager; all expenses incident to the
payment of any dividend or distribution program; charges and expenses of any
outside service used for pricing of the Fund's shares; charges and expenses
of legal counsel, including counsel to the Trustees of the Fund who are not
interested persons (as defined in the Act) of the Fund or the Investment
Manager, and of independent accountants, in connection with any matter
relating to the Fund; membership dues of industry associations; interest
payable on Fund borrowings; fees and expenses incident to the listing of the
Fund's shares on any stock exchange; postage; insurance premiums on property
or personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including but not limited to, legal claims
and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation, calculated from the day following
effectiveness hereof, determined by applying the annual rate of 0.35% to the
Fund's average weekly net assets. For the purposes of calculating the
management fee, the liquidation preference of any Preferred Shares issued by
the Fund will not be deducted from the Fund's total assets. Except as
hereinafter set forth, compensation under this Agreement shall be calculated
and accrued weekly and paid monthly by applying the annual rates to the
average weekly net assets of the Fund determined as of the close of the last
business day of each week. At the request of the Investment Manager,
compensation hereunder shall be calculated and accrued at more frequent
intervals in a manner consistent with the calculation of fees on a weekly
basis. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation for
that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above.
7. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard
EX-2
<PAGE>
of its obligations hereunder, the Investment Manager shall not be liable to
the Fund or any of its investors for any error of judgment or mistake of law
or for any act or omission by the Investment Manager or for any losses
sustained by the Fund or its investors.
8. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing in this Agreement shall limit or restrict the right of
any Trustee, officer or employee of the Investment Manager to engage in any
other business or to devote his time and attention in part to the management
or other aspects of any other business whether of a similar or dissimilar
nature.
9. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class) or by the Trustees of the Fund; provided,
that in either event such continuance is also approved annually by the vote
of a majority of the Trustees of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such party,
which vote must be cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that (a) the Fund may, at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the Investment Manager, either by majority
vote of the Trustees of the Fund or by the vote of a majority of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class); (b) this Agreement shall immediately
terminate in the event of its assignment (to the extent required by the Act
and the rules thereunder) unless such automatic terminations shall be
prevented by an exemptive order of the Securities and Exchange Commission;
and (c) the Investment Manager may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.
10. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.
11. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflicts with the applicable provisions of the Act, the latter shall
control.
12. The Declaration of Trust, as amended, establishing InterCapital
Insured Municipal Securities, dated October 14, 1993, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that
the name InterCapital Insured Municipal Securities, as amended, refers to the
Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of InterCapital Insured Municipal Securities shall be held to any
personal liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in connection with the
affairs of said InterCapital Insured Municipal Securities, but the Trust
Estate only shall be liable.
EX-3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.
INTERCAPITAL INSURED MUNICIPAL
SECURITIES
By
---------------------------------
Attest:
- ---------------------------------------
DEAN WITTER INTERCAPITAL INC.
By
-------------------------------
Attest:
- ----------------------------------------
EX-4
<PAGE>
INTERCAPITAL INSURED 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 Insured Municipal Securities on May 1, 1997, at 10:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES
AS IN THE EXAMPLE
USING BLACK OR
BLUE INK
FOR WITHHOLD FOR ALL
EXCEPT
1. Election of four (4) Trustees: [ ] [ ] [ ]
Manuel H. Johnson, John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"For All Except" Box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
2. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [ ] [ ] [ ]
Waterhouse LLP as independent accoun-
tants.
Please make sure to sign and date
this Proxy using black or blue ink. Date
-----------------
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
Shareholder sign in the box above Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE DETACH AT PERFORATION
INTERCAPITAL INSURED 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.
