<PAGE>
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
/ / 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 Section240.14a-11(c) or
Section240.14a-12
DEAN WITTER INTERNATIONAL SMALLCAP FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TODD LEBO
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
DEAN WITTER INTERNATIONAL SMALLCAP FUND
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 25, 1997
------------------------
A Special Meeting of Shareholders of DEAN WITTER INTERNATIONAL SMALLCAP FUND
(the "Fund"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in the Conference Center,
Forty-Fourth Floor, Two World Trade Center, New York, New York 10048, on
November 25, 1997, at 9:00 a.m., New York City time, for the following purposes:
1. To approve or disapprove a sub-advisory agreement between Dean
Witter InterCapital Inc. ("InterCapital") and Morgan Stanley Asset
Management Inc. ("MSAM"); and
2. 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 September 16, 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 at the meeting
or the vote required to approve or reject any proposal is not obtained, the
persons named as proxies may propose one or more adjournments of the meeting for
a total of not more than 60 days in the aggregate to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the Fund's shares present in person or by proxy at the
meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal set forth
herein and will vote against any such adjournment those proxies to be voted
against such proposal.
BARRY FINK,
SECRETARY
September 23, 1997
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT A QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE FOR
APPROVAL OF THE SUB-ADVISORY AGREEMENT BETWEEN INTERCAPITAL AND MSAM.
YOUR VOTE IS IMPORTANT
<PAGE>
DEAN WITTER INTERNATIONAL SMALLCAP FUND
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
---------------------
PROXY STATEMENT
---------------------
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 25, 1997
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of DEAN WITTER INTERNATIONAL SMALLCAP
FUND (the "Fund"), for use at the Special Meeting of shareholders of the Fund to
be held on November 25, 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 in favor of the proposal as set forth in the
attached Notice of Special Meeting of Shareholders. A proxy may be revoked at
any time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Fund, execution and delivery of a later dated
proxy to the Secretary of the Fund, or attendance and voting at the Meeting.
Shareholders of record as of the close of business on September 16, 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. No person was known to own as much as 5%
of the outstanding shares of the Fund on that date. The Trustees and officers of
the Fund, together, owned less than 1% of the Fund's outstanding shares on that
date. The percentage ownership of shares of the Fund changes from time to time
depending on purchases and sales by shareholders and the total number of shares
outstanding.
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$20,000, will be borne by the Fund. The solicitation of proxies will be by mail,
which may be supplemented by solicitation by mail, telephone or otherwise
through Trustees and officers of the Fund and officers and regular employees of
Dean Witter InterCapital Inc. ("InterCapital" or the "Investment Manager"), Dean
Witter Trust FSB, Dean Witter Services Company Inc. and/or Dean Witter Reynolds
Inc., without special compensation. The first mailing of this Proxy Statement is
expected to be made on or about September 23, 1997.
Dean Witter Trust FSB 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 a Proposal
other than to refer to the recommendation of the Board. The Fund has been
advised by counsel that these procedures are consistent with the requirements of
applicable law. Shareholders voting by telephone will be asked for their social
security number or other identifying information and will be given an
opportunity to authorize proxies to vote their shares in accordance with their
instructions. To ensure that the shareholders' instructions have been recorded
correctly they will receive a confirmation of their instructions in the mail. A
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<PAGE>
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.
APPROVAL OR DISAPPROVAL OF A SUB-ADVISORY AGREEMENT BETWEEN INTERCAPITAL
AND MORGAN STANLEY ASSET MANAGEMENT INC.
THE PROPOSAL
The Fund has, since the commencement of its operations, been managed by
InterCapital pursuant to an investment management agreement between the Fund and
InterCapital (the "Investment Management Agreement"). In accordance with the
Investment Management Agreement, InterCapital entered into a sub-advisory
agreement with Morgan Grenfell Investment Services Limited ("Morgan Grenfell")
(the "Current Sub-Advisory Agreement") pursuant to which Morgan Grenfell has
provided the Fund with investment advice and portfolio management relating to
the Fund's investments, subject to the overall supervision of InterCapital.
Morgan Grenfell has advised the Board of Trustees of the Fund and InterCapital
of its intention to resign as sub-adviser. Morgan Grenfell has advised the Board
and InterCapital that in order to ensure an orderly transition to a new sub-
adviser, it would continue serving as sub-adviser to the Fund until such time as
shareholders of the Fund approve a new sub-advisory agreement with a new
sub-adviser.
On August 7, 1997, InterCapital recommended to the Board the selection of
Morgan Stanley Asset Management Inc. ("MSAM"), an affiliate of InterCapital, to
act as the new sub-adviser to the Fund (see "Morgan Stanley Asset Management
Inc." below). MSAM would perform the same responsibilities previously performed
by Morgan Grenfell. InterCapital's recommendation was based primarily on its
favorable view of the organizational depth, reputation, historical performance,
expertise and experience of MSAM. InterCapital also proposed that upon the
approval and execution of a new sub-advisory agreement with MSAM (the "New
Sub-Advisory Agreement"), the Trustees approve an amendment to the Management
Agreement that would reduce the overall annual management fee InterCapital
receives from the Fund from 1.25% of the Fund's daily net assets to 1.15% of the
Fund's daily net assets. This would have the concomitant effect of lowering the
fee payable under the New Sub-Advisory Agreement which, identical to the fee
under the Current Sub-Advisory Agreement, is proposed to amount to 40% of the
fee payable to InterCapital pursuant to the Investment Management Agreement (see
"The Current Sub-Advisory Agreement" below).
THE BOARD'S CONSIDERATION
The Board of the Fund met in person on August 14, 1997 for the purpose of
considering the selection of a new sub-adviser and adoption of the New
Sub-Advisory Agreement (the "New Sub-Advisory Agreement"). At their meeting in
person on August 14, 1997, the Trustees considered InterCapital's
recommendation. In particular, the Trustees considered the performance of
certain similar funds and accounts currently advised by MSAM. The Trustees also
considered the quality and extent of the services proposed to be provided by
MSAM, and the organizational depth, reputation and experience of MSAM in
investing internationally. In addition, the Trustees reviewed material furnished
by MSAM regarding MSAM's personnel and operations. Prior to the meeting,
representatives of MSAM reviewed with the Independent Trustees (that is, the
Trustees who are not "interested persons" of the Fund, as that term is defined
in the Investment Company Act of 1940, as amended (the "Act")) their respective
philosophies of management, performance expectations and methods of operation.
The Board considered the confluence of all the factors mentioned above in
arriving at its decision to approve the appointment of MSAM as sub-adviser and
no one factor was given any greater weight than any of the others.
3
<PAGE>
The Board of Trustees found MSAM's experience in international investing and
historical performance to be well suited for the Fund. In addition, the Board of
Trustees reviewed and discussed the terms and provisions of the New Sub-Advisory
Agreement. The terms of the New Sub-Advisory Agreement are identical, in all
material respects, to the Current Sub-Advisory Agreement, except for the dates
of effectiveness and termination and the deletion of a provision pursuant to
which Morgan Grenfell and its affiliates were prohibited from acting as
investment adviser or sub-adviser to funds that are similar to the Fund. The
terms of the Current Sub-Advisory Agreement are described under "The Current
Sub-Advisory Agreement" below. A form of the New Sub-Advisory Agreement is
attached hereto as Exhibit A. Based on their consideration of the foregoing and
such other factors as they deemed relevant, the Trustees determined that it
would be in the best interests of the Fund and its shareholders to select MSAM
to serve as sub-adviser to the Fund pursuant to the New Sub-Advisory Agreement.
Based upon the Board's review and evaluations of these materials and its
consideration of all factors deemed relevant, the Board determined that the New
Sub-Advisory Agreement is reasonable, fair and in the best interests of the Fund
and its shareholders. Accordingly, the Board, including all of the Independent
Trustees, approved the New Sub-Advisory Agreement and voted to recommend its
approval to the Fund's shareholders.
THE CURRENT SUB-ADVISORY AGREEMENT
The Current Sub-Advisory Agreement requires that the sub-adviser provide the
Fund with investment advisory services for its investments. The investment
advisory services that the sub-adviser is required to provide include, among
other things: obtaining and evaluating such information and advice relating to
the economy, securities markets and securities as it deems necessary or useful
to discharge its duties; continuously managing the assets of the Fund in a
manner consistent with the investment objective and policies of the Fund; making
decisions as to foreign currency matters and making determinations as to forward
foreign exchange contracts and options and futures contracts in foreign
currencies; determining the securities to be purchased, sold or otherwise
disposed of by the Fund and the timing of such purchases, sales and
dispositions; taking such further action, including the placing of purchase and
sale orders on behalf of the Fund, furnishing or placing at the disposal of the
Fund and InterCapital such of the information, evaluations, analyses and
opinions formulated or obtained by it in the discharge of its duties as the Fund
and InterCapital may, from time to time, reasonably request.
The Current Sub-Advisory Agreement provides that the sub-adviser 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 the Current
Sub-Advisory Agreement. The sub-adviser also bears other costs of rendering the
investment advisory services performed by it pursuant to the Current
Sub-Advisory Agreement, including such clerical help and bookkeeping services as
it may require.
In return for the services it renders under the Current Sub-Advisory
Agreement, the sub-adviser is paid by the Investment Manager monthly
compensation equal to 40% of the Investment Manager's compensation receivable
pursuant to the Investment Management Agreement. Any change in the Investment
Management Agreement which has the effect of raising or lowering the
compensation of the Investment Manager has the concomitant effect of raising or
lowering the fee payable to the sub-adviser. During the fiscal year ended May
31, 1997, InterCapital accrued to Morgan Grenfell compensation under the Current
Sub-Advisory Agreement of $633,634. As stated above, InterCapital has proposed
to the Trustees that the Trustees approve an amendment to the Management
Agreement, to take effect upon approval by shareholders of the proposed New
Sub-Advisory Agreement, pursuant to which InterCapital would lower its
compensation under the Investment Management Agreement from 1.25% of the Fund's
daily net assets to 1.15% of the Fund's daily net assets. Set forth below is a
4
<PAGE>
tabular comparison of the fees paid to Morgan Grenfell during the Fund's most
recent fiscal year under the Current Sub-Advisory Agreement (40% of the
compensation payable to InterCapital under the Investment Management Agreement
at a rate of 1.25% of the Fund's net assets) and the fees that would have been
paid to MSAM during the same period if the New Sub-Advisory Agreement had been
in effect (40% of the compensation payable to InterCapital under the Investment
Management Agreement at a lower rate of 1.15% of the Fund's daily net assets).
<TABLE>
<CAPTION>
COMPENSATION UNDER PRO FORMA COMPENSATION UNDER
CURRENT SUB-ADVISORY AGREEMENT NEW SUB-ADVISORY AGREEMENT
(40% OF 1.25% OF THE (40% OF 1.15% OF THE
FUND'S NET ASSETS) FUND'S NET ASSETS)
DURING FISCAL YEAR ENDED DURING FISCAL YEAR ENDED
SUB-ADVISER MAY 31, 1997 MAY 31, 1997
- -------------------- ------------------------------ ---------------------------------
<S> <C> <C>
Morgan Grenfell..... $633,634(1) --
MSAM................ -- $582,943(2)
</TABLE>
- ------------------------
(1) Dollar amounts reflect the actual effective rate paid during the fiscal year
ended May 31, 1997.
(2) Dollar amounts under New Sub-Advisory Agreement are hypothetical and
represent amounts that would have been paid had the New Sub-Advisory
Agreement been in effect during the Fund's fiscal year ended May 31, 1997.
Note: None of the other expenses of the Fund is expected to change in
connection with the actions recommended in this Proxy Statement.
As demonstrated above, the fee that would have been paid to MSAM if the New
Sub-Advisory Agreement had been in effect would have been approximately 8% lower
than the fee actually paid to Morgan Grenfell under the Current Sub-Advisory
Agreement during the period.
The Current Sub-Advisory Agreement was last approved by the Board of
Trustees on February 21, 1997 and by the shareholders of the Fund at a Special
Meeting of Shareholders on May 21, 1997 in connection with the merger of Dean
Witter Discover & Co. ("DWDC") and Morgan Stanley Group Inc. ("Morgan Stanley"),
which resulted in the formation of Morgan Stanley, Dean Witter, Discover & Co.
("MSDWD").
The Current Sub-Advisory Agreement provides that, after its initial period
of effectiveness, it may be continued in effect from year to year, provided that
such continuance is approved by the vote of a majority of the outstanding voting
securities (as defined below) of the Fund or by the Trustees of the Fund, and,
in either event, by the vote cast in person by a majority of the Independent
Trustees at a meeting called for the purpose of voting on such approval. The
Current Sub-Advisory Agreement had been continued in effect from year to year by
the action of the Board, including the Independent Trustees. Prior to the
Board's February 21, 1997 meeting, the most recent approval occurred at a
meeting of the Board held on April 17, 1996.
The Current Sub-Advisory Agreement also provides that it may be terminated
at any time by the sub-adviser, InterCapital, the Board (including a majority of
the Independent Trustees) or by a vote of the majority of the outstanding voting
securities of the Fund (as defined below), in each instance without the payment
of any penalty, on thirty days' notice. The Current Sub-Advisory Agreement also
terminates in the event of the termination of the Investment Management
Agreement or in the event of its assignment.
5
<PAGE>
MORGAN STANLEY ASSET MANAGEMENT INC.
MSAM, like InterCapital, is a wholly-owned subsidiary of MSDWD, a preeminent
global financial services firm that maintains leading market positions in each
of its three primary businesses--securities, asset management and credit
services. As noted above, MSDWD, whose principal office is located at 1585
Broadway, New York, New York 10036, was formed as a result of the merger of DWDC
and Morgan Stanley which was consummated on May 31, 1997. MSAM has its principal
offices at 1221 Avenue of the Americas, New York, New York 10020 and conducts a
worldwide portfolio management business. It provides a broad range of portfolio
management services to customers in the United States and abroad.
Set forth below is the name and principal occupation of the principal
executive officer and each director of MSAM. The address for each is 1221 Avenue
of the Americas, New York, New York 10020:
<TABLE>
<S> <C>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------- ----------------------------------------------------------------------------
Barton M. Biggs, Chairman and Managing Director, MSAM; Managing Director of Morgan Stanley &
CHAIRMAN OF THE BOARD OF DIRECTORS Co. Incorporated ("MS & Co."); Chairman of Morgan Stanley Asset Management
Limited; Director of Van Kampen/American Capital Holdings, Inc. ("VK/AC
Holdings, Inc.")
Peter A. Nadosy, Vice Chairman, Director and Managing Director, MSAM; Managing Director of MS
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS & Co.; Director of Morgan Stanley Asset Management Limited
James M. Allwin, President, Director and Managing Director, MSAM; Managing Director of MS &
DIRECTOR AND PRESIDENT Co.; President of Morgan Stanley Realty Inc.; Director of VK/AC Holdings,
Inc.
Gordon S. Gray Director and Managing Director, MSAM; Managing Director of MS & Co.
DIRECTOR
Dennis G. Sherva, Director and Managing Director, MSAM; Managing Director of MS & Co.
DIRECTOR
</TABLE>
MSAM serves in various portfolio management and similar capacities to
investment companies and pension plans and other institutional and individual
investors. Appendix I lists the investment companies for which MSAM provides
investment management or investment advisory services and which have similar
investment objectives to those of the Fund and sets forth the fees payable to
MSAM by such companies and their net assets as of September 16, 1997.
Dean Witter Distributors Inc. (the "Distributor") acts as the Fund's
distributor. Like MSAM and InterCapital, the Distributor is a wholly-owned
subsidiary of MSDWD. Pursuant to the Fund's Rule 12b-1 plan, the Fund pays the
Distributor 12b-1 fees for distribution related services. Dean Witter Trust FSB
("DWT"), also an affiliate of MSAM and InterCapital, serves as transfer agent of
the Fund. During the Fund's fiscal year ended May 31, 1997, the Fund paid
$1,267,269 in distribution fees to the Distributor and $233,996 in transfer
agency fees to DWT.
Once the New Sub-Advisory Agreement is approved, the Distributor and DWT
fully intend to continue to provide, respectively, the same services to the Fund
as are currently being provided.
6
<PAGE>
MS & Co. became an affiliated broker of the Fund (MS & Co., MSAM and
InterCapital are under the common control of MSDWD) on May 31, 1997 upon the
consummation of the merger of DWDC and Morgan Stanley. During the fiscal year
ended May 31, 1997, the Fund paid $10,153 (2.1% of all brokerage commissions
paid during the fiscal year) to MS & Co.
INTEREST OF CERTAIN PERSONS
MSDWD, InterCapital, MSAM, MS & Co., DWSC, the Distributor and certain of
their respective Directors, officers, and employees, including persons who are
Trustees or officers of the Fund, may be deemed to have an interest in the
proposal described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this proxy statement, pursuant to which they are paid
fees by the Fund, and certain of those individuals are compensated for
performing services relating to the Fund and may also own shares of MSDWD. Such
companies and persons may thus be deemed to derive benefits from the approval by
shareholders of such proposal.
VOTE REQUIRED
The New Sub-Advisory Agreement cannot be implemented unless approved at the
Meeting by a majority of the outstanding voting securities of the Fund. Such a
majority means the affirmative vote of the holders of (a) 67% or more of the
shares of the Fund 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 Fund, whichever is less. In the event the
shareholders do not approve the New Sub-Advisory Agreement by the required
majority vote, the Board will take such action as it deems to be in the best
interests of the Fund and its shareholders, which may include calling a special
meeting of shareholders to vote on another sub-advisory agreement.
THE TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMEND THAT THE SHAREHOLDERS APPROVE THE NEW SUB-ADVISORY AGREEMENT.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting for
a total of not more than 60 days in the aggregate to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the Fund's shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposal and will
vote against any such adjournment those proxies required to be voted against the
Proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any proposal, and broker "non-votes" will not be deemed to be
present at the meeting for purposes of determining whether a proposal to be
voted upon has been approved. Broker "non-votes" are shares held in street name
for which the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
The Fund does not hold regular shareholders' meetings. Proposals of
shareholders intended to be presented at the next meeting of shareholders must
be received a reasonable time prior to the mailing of the proxy materials sent
in connection with the meeting, for inclusion in the proxy statement for that
meeting.
7
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REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED MAY 31,
1997, IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM NINA MACEDA AT DEAN WITTER
TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS (TOLL-FREE)).
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the Meeting,
it is the intention of the persons named in the enclosed form of proxy, or their
substitutes, to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.
By Order of the Board of Trustees
BARRY FINK
SECRETARY
8
<PAGE>
EXHIBIT A
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT made as of the , 1997 by and between Dean Witter
InterCapital Inc., a Delaware corporation (herein referred to as the "Investment
Manager"), and Morgan Stanley Asset Management Inc., a Delaware Corporation,
(herein referred to as the "Sub-Adviser").
WHEREAS, Dean Witter International SmallCap Fund (herein referred to as the
"Fund") is engaged in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, the Investment Manager has entered into an Investment Management
Agreement with the Fund (the "Investment Management Agreement") wherein the
Investment Manager has agreed to provide investment management services to the
Fund; and
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as an
investment adviser; and
WHEREAS, the Investment Manager desires to retain the services of the
Sub-Adviser to render investment advisory services for the Fund in the manner
and on the terms and conditions hereinafter set forth; and
WHEREAS, the Sub-Adviser desires to be retained by the Investment Manager to
perform services on said terms and conditions:
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Subject to the supervision of the Fund, its officers and Trustees, and
the Investment Manager, and in accordance with the investment objectives,
policies and restrictions set forth in the then-current Registration Statement
relating to the Fund, and such investment objectives, policies and restrictions
from time to time prescribed by the Trustees of the Fund and communicated by the
Investment Manager to the Sub-Adviser, the Sub-Adviser agrees to provide the
Fund with investment advisory services with respect to the Fund's investments to
obtain and evaluate such information and advice relating to the economy,
securities markets and securities as it deems necessary or useful to discharge
its duties hereunder; to continuously manage the assets of the Fund in a manner
consistent with the investment objective and policies of the Fund; to make
decisions as to foreign currency matters and make determinations as to forward
foreign exchange contracts and options and futures contracts in foreign
currencies; shall determine the securities to be purchased, sold or otherwise
disposed of by the Fund and the timing of such purchases, sales and
dispositions; to take such further action, including the placing of purchase and
sale orders on behalf of the Fund, as it shall deem necessary or appropriate; to
furnish to or place at the disposal of the Fund and the Investment Manager such
of the information, evaluations, analyses and opinions formulated or obtained by
it in the discharge of its duties as the Fund and the Investment Manager may,
from time to time, reasonably request. The Investment Manager and the
Sub-Adviser shall each make its officers and employees available to the other
from time to time at reasonable times to review investment policies of the Fund
and to consult with each other.
2. The Sub-Adviser 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
A-1
<PAGE>
and personnel of the Sub-Adviser shall be deemed to include persons employed or
otherwise retained by the Sub-Adviser 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 Sub-Adviser shall maintain
whatever records as may be required to be maintained by it under the Act. All
such records so maintained shall be made available to the Fund, upon the request
of the Investment Manager or the Fund.
3. The Fund will, from time to time, furnish or otherwise make available to
the Sub-Adviser such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as the Sub-Adviser may
reasonably require in order to discharge its duties and obligations hereunder or
to comply with any applicable law and regulations and the investment objectives,
policies and restrictions from time to time prescribed by the Trustees of the
Fund.
4. The Sub-Adviser shall bear the cost of rendering the investment advisory
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, employed by the Sub-Adviser, and such clerical help and bookkeeping
services as the Sub-Adviser shall reasonably require in performing its duties
hereunder.
5. The Fund assumes and shall pay or cause to be paid all other expenses of
the Fund, including, without limitation: any fees paid to the Investment
Manager; fees pursuant to any plan of distribution that the Fund may adopt; the
charges and expenses of any registrar, any custodian, sub-custodian or
depository appointed by the Fund for the safekeeping of its cash, portfolio
securities 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 securities transactions to which the Fund is a party;
all taxes, including securities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies or pursuant to any
foreign laws; 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 or
pursuant to any foreign laws (including filing fees and legal fees and
disbursements of counsel); the cost and expense of printing (including
typesetting) and distributing prospectuses of the Fund and supplements thereto
to the Fund's shareholders; all expenses of shareholders' and Trustees' meetings
and of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Investment Manager or
Sub-Adviser; all expenses incident to the payment of any dividend, distribution,
withdrawal or redemption whether in shares or in cash; charges and expenses of
any outside service used for pricing of the Fund's shares; charges and expenses
of legal counsel, including counsel to the Trustees of the Fund who are not
interested persons (as defined in the Act) of the Fund, the Investment Manager
or the Sub-Adviser, and of independent accountants, in connection with any
matter relating to the Fund; membership dues of industry associations; interest
payable on Fund borrowings; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Fund which inure to its benefit;
extraordinary expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operation unless otherwise explicitly
provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Sub-Adviser, the Investment Manager shall pay to the
Sub-Adviser monthly compensation equal to 40% of its monthly compensation
receivable pursuant to the Investment Management Agreement. Any subsequent
change in the Investment Management Agreement which has the effect of raising or
lowering the compensation of the Investment Manager will have the concomitant
effect of raising or lowering the fee payable to the Sub-Adviser under this
A-2
<PAGE>
Agreement. In addition, if the Investment Manager has undertaken in the Fund's
Registration Statement as filed under the Act (the "Registration Statement") or
elsewhere to waive all or part of its fee under the Investment Management
Agreement, the Sub-Adviser's fee payable under this Agreement will be
proportionately waived in whole or in part. The calculation of the fee payable
to the Sub-Adviser pursuant to this Agreement will be made, each month, at the
time designated for the monthly calculation of the fee payable to the Investment
Manager pursuant to the Investment Management Agreement. 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 the part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fee as set forth above. Subject to the provisions of
paragraph 7 hereof, payment of the Sub-Adviser's compensation for the preceding
month shall be made as promptly as possible after completion of the computations
contemplated by paragraph 7 hereof.
7. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to the Investment Management
Agreement, for any fiscal year ending on a date on which this Agreement is in
effect, exceed the expense limitations applicable to the Fund imposed by state
securities laws or regulations thereunder, as such limitations may be raised or
lowered from time to time, the Sub-Adviser shall reduce its advisory fee to the
extent of 40% of such excess and, if required, pursuant to any such laws or
regulations, will reimburse the Investment Manager for annual operating expenses
in the amount of 40% of such excess of any expense limitation that may be
applicable, it being understood that the Investment Manager has agreed to effect
a reduction and reimbursement of 100% of such excess in accordance with the
terms of the Investment Management Agreement; provided, however, there shall be
excluded from such expenses the amount of any interest, taxes, brokerage
commissions, distribution fees and extraordinary expenses (including but not
limited to legal claims and liabilities and litigation costs and any
indemnification related thereto) paid or payable by the Fund. Such reduction, if
any, shall be computed and accrued daily, shall be settled on a monthly basis,
and shall be based upon the expense limitation applicable to the Fund as at the
end of the last business day of the month. Should two or more such expense
limitations be applicable as at the end of the last business day of the month,
that expense limitation which results in the largest reduction in the Investment
Manager's fee or the largest expense reimbursement shall be applicable.
For purposes of this provision, should any applicable expense limitation be
based upon the gross income of the Fund, such gross income shall include, but
not be limited to, interest on debt securities in the Fund's portfolio accrued
to and including the last day of the Fund's fiscal year, and dividends declared
on equity securities in the Fund's portfolio, the record dates for which fall on
or prior to the last day of such fiscal year, but shall not include gains from
the sale of securities.
8. The Sub-Adviser will use its best efforts in the performance of
investment activities on behalf of the Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Sub-Adviser shall not be liable to the Investment
Manager or the Fund or any of its investors for any error of judgment or mistake
of law or for any act or omission by the Sub-Adviser or for any losses sustained
by the Fund or its investors.
9. It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of, or
be otherwise interested in, the Sub-Adviser, and in any person controlled by or
under common control with the Sub-Adviser, and that the Sub-Adviser and any
person controlled by or under common control with the Sub-Adviser may have an
interest in the Fund. It is also understood that the Sub-Adviser and any
affiliated persons thereof or any persons controlled by or under common control
with the
A-3
<PAGE>
Sub-Adviser have and may have advisory, management service or other contracts
with other organizations and persons, and may have other interests and
businesses, and further may purchase, sell or trade any securities or
commodities for their own accounts or for the account of others for whom they
may be acting.
10. 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 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 and the Sub-Adviser, 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; (b) this Agreement shall immediately terminate in the
event of its assignment (within the meaning of the Act) unless such automatic
termination shall be prevented by an exemptive order of the Securities and
Exchange Commission; (c) this Agreement shall immediately terminate in the event
of the termination of the Investment Management Agreement; (d) the Investment
Manager may terminate this Agreement without payment of penalty on thirty days'
written notice to the Fund and the Sub-Adviser and; (e) the Sub-Adviser may
terminate this Agreement without the payment of penalty on thirty days' written
notice to the Fund and the Investment Manager. 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.
11. This Agreement may be amended by the parties without the vote or consent
of the shareholders of the Fund to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof, or if they
deem it necessary to conform this Agreement to the requirements of applicable
federal laws or regulations, but neither the Fund, the Investment Manager nor
the Sub-Adviser shall be liable for failing to do so.
12. This Agreement shall be construed in accordance with the law of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
A-4
<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.
DEAN WITTER INTERCAPITAL INC.
By: ..................................
Attest: ..............................
MORGAN STANLEY
ASSET MANAGEMENT INC.
By: ..................................
Attest: ..............................
Accepted and agreed to as of
the day and year first above written:
DEAN WITTER INTERNATIONAL
SMALLCAP FUND
By: ..................................
Attest: ..............................
A-5
<PAGE>
APPENDIX I
Morgan Stanley Asset Management Inc. serves as investment adviser or
sub-adviser to the open-end investment companies listed below which have similar
investment objectives to that of the Fund, with the net assets shown as of
September 16, 1997.
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 9/16/97 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Institutional Fund, Inc.--
International Magnum Portfolio............... $ 173,036,233 0.80% of average daily net assets (1)
Morgan Stanley Fund, Inc.--
International Magnum Fund*................... 70,884,807 Van Kampen/American Capital Investment Advisory
Corp. ("VKAC") is the fund's investment adviser and
administrator. VKAC receives a fee from the fund of
0.80% of the fund's average daily net assets. MSAM
serves as sub-adviser to the fund. If the fund's
average daily net assets for a monthly period are
less than or equal to $500 million, VKAC pays MSAM a
fee of one-half of the total investment advisory fee
payable to it by the fund (after the application of
any of any fee waivers in effect) for the monthly
period. If the fund's average daily net assets for a
monthly period are greater than $500 million, VKAC
pays MSAM a fee equal to the greater of (a) one-half
of what the total advisory fee paid to VKAC the fund
(after the application of any fee waivers in effect)
for such monthly would have been had the average
daily net assets during the period been $500
million, or (b) forty-five percent of the total
investment advisory fee payable to VKAC by the fund
(after the application of any fee waivers in effect)
for such monthly period. (2)
Morgan Stanley Universal Funds, Inc.--
International Magnum Portfolio............... 17,633,808 0.80% of average daily net assets on first $500
million, 0.75% of average daily net assets from $500
million to $1 billion, and 0.70% of average daily
net assets over $1 billion (3)
Morgan Stanley Institutional Fund, Inc.--
Active Country Allocation Portfolio.......... 134,982,396 0.65% of average daily net assets (4)
Morgan Stanley Institutional Fund, Inc.--
International Equity Portfolio............... 2,888,126,620 0.80% of average daily net assets (5)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 9/16/97 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
American AAdvantage--International Equity
Fund*........................................ $ 245,674,254 0.80% of average daily net assets on the first $25
million, 0.60% of average daily net assets on the
next $25 million, 0.50% of average daily net assets
on the next $25 million, and 0.40% of average daily
net assets in excess of $75 million
Fountain Square--International Equity Fund*... 143,628,488 0.50% of average daily net assets
Sun America Series Trust--
International Diversified Equities
Portfolio*................................... 244,042,538 0.65% of average daily net assets on the first $350
million, and 0.60% of average daily net assets in
excess of $350 million
New England Zenith Fund--Morgan Stanley
International Magnum Equity Series* (6)...... 52,411,063 0.75% of average daily net assets on the first $30
million, 0.60% of average daily net assets on the
next $40 million, 0.45% of average daily net assets
on the next $30 million, and 0.40% of average daily
net assets in excess of $100 million
Pacific Select Fund--
International Portfolio*..................... 718,847,255 0.35% of average daily net assets
Morgan Stanley Institutional Fund, Inc.--
Global Equity Portfolio...................... 104,849,541 0.80% of average daily net assets (7)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 9/16/97 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Fund, Inc.--
Global Equity Fund*.......................... $ 0 VKAC is the fund's investment adviser and
administrator. VKAC receives a fee from the fund of
1.00% of the fund's average daily net assets. MSAM
serves as sub-adviser to the fund. If the fund's
average daily net assets for a monthly period are
less than or equal to $500 million, VKAC pays MSAM a
fee of one-half of the total investment advisory fee
payable to it by the fund (after the application of
any of any fee waivers in effect) for the monthly
period. If the fund's average daily net assets for a
monthly period are greater than $500 million, VKAC
pays MSAM a fee equal to the greater of (a) one-half
of what the total advisory fee paid to VKAC the Fund
(after the application of any fee waivers in effect)
for such monthly would have been had the average
daily net assets during the period been $500
million, or (b) forty-five percent of the total
investment advisory fee payable to VKAC by the fund
(after the application of any fee waivers in effect)
for such monthly period. (8)
Morgan Stanley Fund, Inc.--
Global Equity Allocation*.................... 124,150,085 VKAC is the fund's investment adviser and
administrator. VKAC receives a fee from the fund of
1.00% of the fund's average daily net assets. MSAM
serves as sub-adviser to the fund. If the fund's
average daily net assets for a monthly period are
less than or equal to $500 million, VKAC pays MSAM a
fee of one-half of the total investment advisory fee
payable to it by the fund (after the application of
any of any fee waivers in effect) for the monthly
period. If the fund's average daily net assets for a
monthly period are greater than $500 million, VKAC
pays MSAM a fee equal to the greater of (a) one-half
of what the total advisory fee paid to VKAC the Fund
(after the application of any fee waivers in effect)
for such monthly would have been had the average
daily net assets during the period been $500
million, or (b) forty-five percent of the total
investment advisory fee payable to VKAC by the fund
(after the application of any fee waivers in effect)
for such monthly period. (9)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 9/16/97 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Universal Funds, Inc.--
Global Equity Portfolio...................... $ 8,983,990 0.80% of first $500 million, 0.75% from $500 million
to $1 billion, 0.70% on excess over $1 billion as a
percentage of average daily net assets (10)
NASL Series Trust--
Global Equity Trust*......................... 845,683,584 0.500% of first $50,000,000, 0.450% between
$50,000,000 and $200,000,000, 0.375% between
$200,000,000 and $500,000,000, 0.325% on excess over
$500,000,000 of the current value of net assets of
the Portfolio
Van Kampen American Capital--
Global Equity Fund*.......................... 298,949,685 50% of compensation actually received by VKAC. VKAC
charges an advisory fee of 1.00% of average daily
net assets (12)
Van Kampen American Capital Life
Investment Trust--Global Equity Fund*........ 3,095,860 50% of compensation actually received by VKAC. VKAC
charges an advisory fee of 1.00% of average daily
net assets (13)
</TABLE>
- ------------------------
* MSAM acts as sub-adviser to this fund.
(1) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.00% of
Class A shares and 1.25% of Class B shares.
(2) VKAC has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.65% of
Class A shares, 2.40% of Class B shares and 2.40% of Class C shares.
(3) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.15%.
(4) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 0.80% of
Class A shares and 1.05% of Class B shares.
(5) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.00% of
Class A shares and 1.25% of Class B shares.
(6) MSAM began acting as sub-adviser to this fund as of May 1, 1997.
(7) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.00% of
Class A shares and 1.25% of Class B shares.
<PAGE>
(8) Fund has not yet commenced operations. VKAC has agreed to waive its advisory
fees and/or to reimburse this fund, if necessary, if such fees would cause
the fund's total annual operating expenses, as a percentage of average daily
net assets, to exceed 1.80% of Class A shares, 2.55% of Class B shares and
2.55% of Class C shares.
(9) VKAC has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.70% of
Class A shares, 2.45% of Class B shares and 2.45% of Class C shares.
(10) MSAM has agreed to waive its advisory fees and/or to reimburse this fund,
if necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 2.06% of
Class A shares, 2.81% of Class B shares and 2.81% of Class C shares.
(11) MSAM has agreed to waive its advisory fees and agreed to reimburse the
Portfolio, if necessary, if such fees would cause the total annual operating
expenses of the Portfolio, as a percentage of average daily net assets, to
exceed 1.15%.
(12) VKAC may voluntarily undertake to reduce this fund's expenses by reducing
the fees payable to it to the extent of, or bearing expenses in excess of,
such limitations as it may establish.
(13) VKAC may, from time to time, agree to waive its fee or any portion thereof
or elect to reimburse this fund for ordinary business expenses in excess of
an agreed upon amount.
<PAGE>
DEAN WITTER INTERNATONAL SMALLCAP FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and
Joseph J. McAlinden, or any of them, proxies, each with the power
of substitution, to vote on behalf of the undersigned at the
Special Meeting of Shareholders of Dean Witter International
SmallCap Fund on November 25, 1997, 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 September 23, 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 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
FOR AGAINST ABSTAIN
Approval or Disapproval of a
Sub-Advisory Agreement
between InterCapital and
Morgan
Stanley Asset Management Inc.
/ / / / / /
Date
------------------------------------------------------------------------
Please make sure to sign and date
this Proxy using black or blue ink.
If
the shares are registered in more
than one name, each joint owner or
each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.
-----------------------
Shareholder sign in
the box above
-----------------------
Co-Owner (if any) sign
in the box above
- --------------------------------------------------------------------------------
PRX 00409 -- PLEASE DETACH AT PERFORATION - -
DEAN WITTER INTERNATIONAL SMALLCAP FUND
- -------------------------------------------------------------------------------
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.
