-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+RaRjRCNo8y07Qa05bnJ/zHJa1AwLnNcxjc3xeOtjrFrPeTOMZAhtVwKpGA+yr+ rIzG9YAQn6rVu/mY6WCD0g== 0000950136-98-000720.txt : 19980422 0000950136-98-000720.hdr.sgml : 19980422 ACCESSION NUMBER: 0000950136-98-000720 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980623 FILED AS OF DATE: 19980421 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH INCOME ADVANTAGE TRUST III CENTRAL INDEX KEY: 0000843063 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 811-05700 FILM NUMBER: 98598117 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123921600 MAIL ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNICIPAL INCOME TRUST II CENTRAL INDEX KEY: 0000830975 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 811-05509 FILM NUMBER: 98598118 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CTR STREET 2: C/O DEAN WITTER INTERCAPITAL INC CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123921520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNICIPAL INCOME OPPORTUNITIES TRUST II CENTRAL INDEX KEY: 0000847593 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 811-05793 FILM NUMBER: 98598119 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CTR 72ND FLOOR STREET 2: C/O DEAN WITTER INTERCAPITAL INC CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123921520 FORMER COMPANY: FORMER CONFORMED NAME: ALLSTATE MUNICIPAL INCOME OPPORTUNITIES TRUST II DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCAPITAL INSURED MUNICIPAL INCOME TRUST CENTRAL INDEX KEY: 0000885601 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133647663 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 811-06590 FILM NUMBER: 98598120 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123921600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST CENTRAL INDEX KEY: 0000894146 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133701273 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 811-07344 FILM NUMBER: 98598121 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123921520 PRE 14A 1 PRELIMINARY PROXY 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 Municipal Income Trust II Municipal Income Opportunities Trust II High Income Advantage Trust III InterCapital Insured Municipal Securities InterCapital Insured California Municipal Securities (Name of Registrants as specified in their 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. 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: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PRELIMINARY COPY TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ONLY HIGH INCOME ADVANTAGE TRUST III MUNICIPAL INCOME TRUST II MUNICIPAL INCOME OPPORTUNITIES TRUST II INTERCAPITAL INSURED MUNICIPAL SECURITIES INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS TO BE HELD JUNE 23, 1998 Annual Meetings of Shareholders ("Meeting(s)") of HIGH INCOME ADVANTAGE TRUST III, MUNICIPAL INCOME TRUST II, MUNICIPAL INCOME OPPORTUNITIES TRUST II, INTERCAPITAL INSURED MUNICIPAL SECURITIES and INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES (individually, a "Fund" and, collectively, the "Funds"), unincorporated business trusts organized under the laws of the Commonwealth of Massachusetts, will be held jointly in the Career Development Room, Sixty-First Floor, Two World Trade Center, New York, New York 10048, on June 23, 1998 at 9:00 A.M., New York City time, for the following purposes: 1. For HIGH INCOME ADVANTAGE TRUST III and MUNICIPAL INCOME OPPORTUNITIES TRUST II, to elect three (3) Trustees to serve until the year 2001 Annual Meeting of each Fund; and for MUNICIPAL INCOME TRUST II, INTERCAPITAL INSURED MUNICIPAL SECURITIES AND INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES, to elect four (4) Trustees to serve until the year 2001 Annual Meeting, or in each case, until their successors shall have been elected and qualified. 2. To ratify or reject the selection of Price Waterhouse LLP as each Fund's independent accountants for fiscal years ending January 31, 1999 for HIGH INCOME ADVANTAGE TRUST III; for fiscal year ending December 31, 1998 for MUNICIPAL INCOME TRUST II; for fiscal year ending February 28, 1999 for MUNICIPAL INCOME OPPORTUNITIES TRUST II; and for fiscal years ending October 31, 1998 for INTERCAPITAL INSURED MUNICIPAL SECURITIES and INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES; and 3. For HIGH INCOME ADVANTAGE TRUST III, to eliminate the Fund's fundamental policy regarding investments in restricted securities; 4. To transact such other business as may properly come before the Meetings or any adjournments thereof. Shareholders of record of each Fund as of the close of business on April 30, 1998 are entitled to notice of and to vote at the Meeting. If you cannot be present in person, your management would greatly appreciate your filling in, signing and returning the enclosed proxy promptly in the envelope provided for that purpose. In the event that the necessary quorum to transact business or the vote required to approve or reject any proposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting for a total of not more than 60 days in the aggregate to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the applicable 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 have been received by the date of the Meeting. BARRY FINK Secretary May , 1998 New York, New York IMPORTANT YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. HIGH INCOME ADVANTAGE TRUST III MUNICIPAL INCOME TRUST II MUNICIPAL INCOME OPPORTUNITIES TRUST II INTERCAPITAL INSURED MUNICIPAL SECURITIES INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 JOINT PROXY STATEMENT ANNUAL MEETINGS OF SHAREHOLDERS JUNE 23, 1998 This statement is furnished in connection with the solicitation of proxies by the Boards of Trustees (the "Board(s)") of HIGH INCOME ADVANTAGE TRUST III ("HIAT III"), MUNICIPAL INCOME TRUST II ("MIT II"), MUNICIPAL INCOME OPPORTUNITIES TRUST II ("MIOT II"), INTERCAPITAL INSURED MUNICIPAL SECURITIES ("INSURED MUNI") and INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES ("INSURED CAL MUNI") (individually, a "Fund" and, collectively, the "Funds") for use at the Annual Meetings of Shareholders of the Funds to be held jointly on June 23, 1998 (the "Meeting(s)"), and at any adjournments thereof. The first mailing of this Proxy Statement is expected to be made on or about May , 1998. If the enclosed form of proxy is properly executed and returned in time to be voted at the Meetings, the proxies named therein will vote the shares ("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 Meetings of Shareholders. A proxy may be revoked at any time prior to its exercise by any of the following: written notice of revocation to the Secretary of the Funds, execution and delivery of a later dated proxy to the Secretary of the Funds (if returned and received in time to be voted), or attendance and voting at the Annual Meetings of Shareholders. Attendance at the Meetings will not in and of itself revoke a proxy. Shareholders of record ("Shareholders") of each Fund as of the close of business on April 30, 1998, the record date for the determination of Shareholders entitled to notice of and to vote at the Meetings, are entitled to one vote for each share held and a fractional vote for a fractional share. On April 30, 1998, there were shares of beneficial interest of HIAT III, shares of beneficial interest of MIT II, shares of beneficial interest of MIOT II, shares of beneficial interest of INSURED MUNI and shares of beneficial interest of INSURED CAL MUNI outstanding, all with $0.01 par value. No person was known to own as much as 5% of the outstanding shares of any of the Funds on that date. The percentage ownership of shares of each Fund changes from time to time depending on purchases and sales by Shareholders and the total number of shares outstanding. 2 The cost of soliciting proxies for these Annual Meetings of Shareholders, consisting principally of printing and mailing expenses will be borne by each respective Fund. The solicitation of proxies will be by mail, which may be supplemented by solicitation by mail, telephone or otherwise through Trustees, officers of the Funds, or officers and regular employees of Dean Witter InterCapital Inc. ("InterCapital"), Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"), Dean Witter Services Company Inc. ("DWSC") and/or Dean Witter Reynolds Inc. ("DWR"), without special compensation therefor. In addition, InterCapital may employ William F. Doring & Co. as proxy solicitor, the cost of which is not expected to exceed $3,000 for each Fund and will be borne by each respective Fund. William F. Doring & Co. and MSDW Trust may call Shareholders to ask if they would be willing to have their votes recorded by telephone. The telephone voting procedure is designed to authenticate Shareholders' identities, to allow Shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been recorded properly. No recommendation will be made as to how a Shareholder should vote on any Proposal other than to refer to the recommendations of the Board. The Funds have been advised by counsel that these procedures are consistent with the requirements of applicable law. Shareholders voting by telephone will be asked for their social security number or other identifying information and will be given an opportunity to authorize proxies to vote their shares in accordance with their instructions. To ensure that the Shareholders' instructions have been recorded correctly they will receive a confirmation of their instructions in the mail. A special toll-free number will be available in case the information contained in the confirmation is incorrect. Although a Shareholder's vote may be taken by telephone, each Shareholder will receive a copy of this Proxy Statement and may vote by mail using the enclosed proxy card. With respect to the solicitation of a telephonic vote by William F. Doring & Co., additional expenses would include $7.00 per telephone vote transacted, $3.00 per outbound telephone contact and costs relating to obtaining Shareholders' telephone numbers which would be borne by each respective Fund. (1) ELECTION OF TRUSTEES FOR EACH FUND The number of Trustees of each Fund has been fixed by the Trustees, pursuant to each Fund's Declaration of Trust, at nine. There are presently nine Trustees for each Fund. At the Meetings, the following nominees are to be elected to each Fund's Board of Trustees to serve for the following terms, in accordance with each Fund's Declaration of Trust, as set forth below:
HIAT III, MIOT II-- MIT II, INSURED MUNI, INSURED CAL MUNI -- UNTIL THE YEAR 2001 ANNUAL MEETING UNTIL THE YEAR 2001 ANNUAL MEETING - -------------------------------------- ------------------------------------------- Wayne E. Hedien Edwin J. Garn Manuel H. Johnson John R. Haire John L. Schroeder Michael E. Nugent Philip J. Purcell
Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, John R. Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are "Independent Trustees," that is, Trustees who are not "interested persons" of the Funds, as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The other two current Trustees, Charles A. Fiumefreddo and Philip J. Purcell are "interested persons" (as that term is defined in the 1940 Act) of the Funds and InterCapital and thus, are not Independent Trustees. The nominees for election as Trustee have been proposed by the Independent Trustees now serving. All of the members of the Boards currently serving have been elected previously by the Shareholders of the Funds. The nominees of the Board of Trustees for election as Trustee are listed below. It is the intention of the persons named in the enclosed form of proxy, unless instructed by proxy to withhold authority to vote for the nominees, to vote all validly executed proxies for the election of these nominees: for HIAT III and MIOT 3 II--Wayne E. Hedien, Manuel H. Johnson and John L. Schroeder; for MIT II, INSURED MUNI and INSURED CAL MUNI--Edwin J. Garn, John R. Haire, Philip J. Purcell and Michael E. Nugent. Should 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 as the Boards may recommend or, in the case of an Independent Trustee nominee, as the Independent Trustees of each Fund may recommend. All of the nominees have consented to being named in this Proxy Statement and to serve if elected. The Funds know of no reason why any of the said nominees would be unable or unwilling to accept nomination or election. With respect to each Fund, the election of each Trustee requires the approval of a majority of the shares of the Fund represented and entitled to vote at the Meeting. Pursuant to the provisions of the Declaration of Trust of each Fund, in certain cases as amended, the Trustees are divided into three separate classes, each class having a term of three years. The term of office of one of each of the three classes will expire each year. The Boards of each Fund previously determined that any nominee for election as Trustee for each Fund will stand for election as Trustee and serve as Trustee in one of the three classes of Trustees as follows: Class I--Messrs. Bozic and Fiumefreddo; Class II--Messrs. Hedien, Johnson and Schroeder; and Class III--Messrs. Garn, Haire, Nugent and Purcell. Any nominee will, if elected, serve a term of up to approximately three years running for the period assigned to that class and terminating at the date of the Annual Meeting of Shareholders so designated by the Boards, or any adjournments thereof. In accordance with the above, the Trustees in Class II for HIAT III and MIOT II and the Trustees in Class III for MIT II, INSURED MUNI and INSURED CAL MUNI are standing for election and will, if elected, serve until the year 2001 Annual Meetings for each Fund as set forth above, or until their successors shall have been elected and qualified. As a consequence of this method of election, the replacement of a majority of each of the Boards could be delayed for up to two years. The following information regarding the nominees for election as Trustee, and each of the other members of the Boards, includes his principal occupations and employment for at least the last five years, his age, shares of each Fund owned, if any, as of April 30, 1998 (shown in parentheses), positions with the Funds, and directorships or trusteeships in companies which file periodic reports with the Securities and Exchange Commission, including the 86 investment companies, including the Funds, for which InterCapital serves as investment manager or investment adviser (referred to herein as the "Dean Witter Funds") and the 11 investment companies for which InterCapital's wholly-owned subsidiary, DWSC, serves as manager and TCW Funds Management, Inc. serves as investment adviser (referred to herein as the "TCW/DW Funds"). The respective nominees for Trustee to be elected at the Meetings of HIAT III and MIOT II as set forth above are: WAYNE E. HEDIEN, Trustee of each Fund since September, 1997*; age 64; Retired; Director or Trustee of the Dean Witter Funds; Director of The PMI Group, Inc. (private mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural History; formerly associated with the Allstate Companies (1966-1994), most recently as Chairman of The Allstate Corporation (March 1993-December 1994) and Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate Insurance Company (July 1989-December 1994); director of various other business and charitable organizations. MANUEL H. JOHNSON, Trustee of each Fund since July, 1991*; age 49; Senior Partner, Johnson Smick International, Inc., a consulting firm; Co-Chairman and a founder of the Group of Seven Council (G7C), an international economic commission; Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of NASDAQ (since June, 1995); Director of Greenwich Capital Markets, Inc. (broker-dealer) and NRV, Inc. (home construction); Chairman and Trustee of the Financial Accounting Foundation (oversight organization for the Financial Accounting Standards Board); formerly Vice Chairman of the Board of Governors of the Federal Reserve System (1986-1990) and Assistant Secretary of the U.S. Treasury (1982-1986). 4 JOHN L. SCHROEDER, Trustee/Director of each Fund since April, 1994*; age 67; Retired; Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of Citizens Utilities Company; formerly Executive Vice President and Chief Investment Officer of the Home Insurance Company (August, 1991-September, 1995). The nominees for Trustee to be elected at the Meetings of MIT II, INSURED MUNI and INSURED CAL MUNI as set forth above are: EDWIN JACOB (JAKE) GARN, Trustee of each Fund since January, 1993*; age 65; Director or Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985); Vice Chairman, Huntsman Corporation (since January, 1993); Director of Franklin Covey (time management systems) and John Alden Financial Corp. (health insurance); United Space Alliance (joint venture between Lockheed Martin and Boeing Company) and Nuskin Asia Pacific (multilevel marketing); Member of the board of various civic and charitable organizations. JOHN R. HAIRE**, age 73; Chairman of the Audit Committee and Chairman of the Committee of the Independent Directors or Trustees and Director or Trustee of the Dean Witter Funds; Chairman of the Audit Committee and Chairman of the Committee of the Independent Trustees and Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education (1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation, an investment adviser (1964-1978). MICHAEL E. NUGENT, Trustee of each Fund since July, 1991*; age 61; General Partner, Triumph Capital, L.P., a private investment partnership; Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988); director of various business organizations. PHILIP J. PURCELL, Trustee of each Fund since April, 1994*; age 54; Chairman of the Board of Directors and Chief Executive Officer of Morgan Stanley Dean Witter & Co. ("MSDW"), DWR and Novus Credit Services Inc.; Director of InterCapital, DWSC and Distributors; Director or Trustee of the Dean Witter Funds; Director and/or officer of various MSDW subsidiaries. The Trustees who are not standing for re-election at any of the Meetings are: MICHAEL BOZIC, Trustee of each Fund since April, 1994*; age 57; Chairman and Chief Executive Officer of Levitz Furniture Corporation (since November, 1995); Director or Trustee of the Dean Witter Funds; formerly President and Chief Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.; Director of Eaglemark Financial Services, Inc. and Weirton Steel Corporation. - ------------ * This is the date the Trustee began serving the Dean Witter Funds complex. ** Trustee of HIAT III since December, 1988; of MIT II since April, 1988; of MIOT II since April, 1989; and of INSURED MUNI and INSURED CAL MUNI since December, 1993. 5 CHARLES A. FIUMEFREDDO, Trustee of each Fund since July, 1991*; age 64; Chairman, Chief Executive Officer and Director of InterCapital, DWSC and Dean Witter Distributors Inc. ("Distributors")*** ; Executive Vice President and Director of DWR; Chairman, Director or Trustee, President and Chief Executive Officer of the Dean Witter Funds; Chairman, Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and Director of MSDW Trust; Director and/or officer of various MSDW subsidiaries; formerly Executive Vice President and Director of Dean Witter, Discover & Co. (until February, 1993). The executive officers of each Fund are: Barry Fink, Vice President, Secretary and General Counsel; Mitchell M. Merin, Vice President; Robert M. Scanlan, Vice President; Robert S. Giambrone, Vice President; Joseph J. McAlinden, Vice President and Thomas F. Caloia, Treasurer; and with respect to the individual Funds, the other executive officers are as follows: HIAT III--Peter M. Avelar, Vice President; Jonathan R. Page, Vice President; James F. Willison, Vice President; MIT II, MIOT II, INSURED MUNI and INSURED CAL MUNI--James F. Willison, Vice President; Peter M. Avelar, Vice President; Jonathan R. Page, Vice President; Joseph R. Arcieri, Vice President; Gerard J. Lian, Vice President; Katherine H. Stromberg, Vice President. In addition, Frank Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D. McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries of each Fund. Mr. Fink is 43 years old and is currently Senior Vice President (since March, 1997), Secretary and General Counsel (since February 1997) of InterCapital and DWSC and (since August 1996) Assistant Secretary of DWR; he is also Senior Vice President (since March, 1997), Assistant Secretary and Assistant General Counsel of Distributors (since February 1997). He was previously First Vice President, Assistant Secretary and Assistant General Counsel of InterCapital and DWSC. Mr. Merin is 44 years old and is currently President and Chief Strategic Officer of InterCapital and DWSC, Executive Vice President of Distributors and MSDW Trust and Director of MSDW Trust, Executive Vice President, Chief Administrative Officer and Director of DWR, Director of SPS Transaction Services, Inc. and various other MSDW subsidiaries. Mr. Scanlan is 61 years old and is currently President and Chief Operating Officer of InterCapital (since March, 1993) and DWSC; he is also Executive Vice President of Distributors and Executive Vice President and Director of MSDW Trust. He was previously Executive Vice President of InterCapital (July, 1992-March, 1993) and prior thereto was Chairman of Harborview Group Inc. Mr. Giambrone is 43 years old and is currently Senior Vice President of InterCapital, DWSC, Distributors and MSDW Trust (since August, 1995) and Director of DWT (since April, 1996). He was formerly a partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 55 years old and is currently Executive Vice President of InterCapital (since April, 1996) and Chief Investment Officer of InterCapital and Director of MSDW Trust (since April, 1996). He was previously Senior Vice President of InterCapital (June, 1995-April, 1996). He was formerly a Managing Director at Dillon Read. Mr. Caloia is 52 years old and is currently First Vice President and Assistant Treasurer of InterCapital and DWSC. Mr. Avelar is 39 years old and is currently Senior Vice President of InterCapital. Mr. Page is 51 years old and is currently Senior Vice President of InterCapital. Mr. Willison is 54 years old and is currently Senior Vice President of InterCapital. Mr. Arcieri is 49 years old and is currently Vice President of InterCapital. Mr. Lian is 43 years old and is currently Vice President of InterCapital. Ms. Stromberg is 49 years old and is currently Vice President of InterCapital. Other than Mr. Giambrone and Mr. McAlinden, each of the above officers has been an employee of InterCapital or DWR (formerly the corporate parent of InterCapital) for over five years. THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES The Board currently consists of nine (9) Trustees. These same individuals also serve as directors or trustees for all of the Dean Witter Funds, and are referred to in this section as Trustees. As of the date of this Proxy Statement, there are a total of 86 Dean Witter Funds, comprised of 128 portfolios. As of April 30, 1998, the Dean Witter Funds had total net assets of approximately $ billion and more than six million shareholders. - ------------ *** Effective June 1, 1998, Mr. Fiumefreddo will retire from InterCapital, DWSC, Distributors, DWR and MSDW Trust. 6 Seven Trustees (77% of the total number) have no affiliation or business connection with InterCapital or any of its affiliated persons and do not own stock or other securities issued by InterCapital's parent, MSDW. There are the "disinterested" or "independent" Trustees. The other two Trustees (the "Management Trustees") are affiliated with InterCapital. Four of the seven Independent Trustees are also Independent Trustees of the TCW/DW Funds. Law and regulation establish both general guidelines and specific duties for the Independent Trustees. The Dean Witter Funds seek as Independent Trustees individuals of distinction and experience in business and finance, government service or academia; these are people whose advice and counsel are in demand by others and for whom there is often competition. To accept a position on the Funds' Boards, such individuals may reject other attractive assignments because the Funds make substantial demands on their time. Indeed, by serving on the Funds' Boards, certain Trustees who would otherwise be qualified and in demand to serve on bank boards would be prohibited by law from doing so. All of the Independent Trustees serve as members of the Audit Committee. Three of them also serve as members of the Derivatives Committee. The Committees hold some meetings at InterCapital's offices and some outside InterCapital. Management Trustees or officers do not attend these meetings unless they are invited for purposes of furnishing information or making a report. The Funds do not have any nominating or compensation committees. The Audit Committee is charged with recommending to the full Board the engagement or discharge of the Funds' independent accountants; directing investigations into matters within the scope of the independent accountants' duties, including the power to retain outside specialists; reviewing with the independent accountants the audit plan and results of the auditing engagement; approving professional services provided by the independent accountants and other accounting firms prior to the performance of such services; reviewing the independence of the independent accountants; considering the range of audit and non-audit fees and reviewing the adequacy of the Fund's system of internal controls. Finally, the Board of each Fund has formed a Derivatives Committee to approve parameters for and monitor the activities of the Fund with respect to derivative investments, if any, made by the Fund. The following chart sets forth the number of meetings of the Board, the Audit Committee, the Committee of the Independent Trustees and the Derivatives Committee of each Fund during its most recent fiscal year. No Trustee attended fewer than 75% of the meetings of the Board, the Audit Committee, the Committee of the Independent Trustees or the Derivatives Committee held while he served in such positions. NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR
COMMITTEE OF THE BOARD OF INDEPENDENT AUDIT DERIVATIVES FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS - ---------------------------------------------------- ---------- ---------- ------------- ----------- ------------- High Income Advantage Trust III...................... 1/31/98 6 10 2 2 Municipal Income Trust II............................ 12/31/97 5 10 2 2 Municipal Income Opportunities Trust II.............. 2/28/98 4 10 2 2 InterCapital Insured Municipal Securities............ 10/31/97 5 9 2 2 InterCapital Insured California Municipal Securities.......................................... 10/31/97 5 9 2 2
7 ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN WITTER FUNDS The Independent Trustees and the Funds' management believe that having the same Independent Trustees for each of the Dean Witter Funds avoids the duplication of effort that would arise from having different groups of individuals serving as Independent Trustees for each of the Funds or even of sub-groups of Funds. They believe that having the same individuals serve as Independent Trustees of all the Funds tends to increase their knowledge and expertise regarding matters which affect the Fund complex generally and enhances their ability to negotiate on behalf of each Fund with the Fund's service providers. This arrangement also precludes the possibility of separate groups of Independent Trustees arriving at conflicting decisions regarding operations and management of the Funds and avoids the cost and confusion that would likely ensue. Finally, having the same Independent Trustees serve on all Fund Boards enhances the ability of each Fund to obtain, at modest cost to each separate Fund, the services of Independent Trustees of the caliber, experience and business acumen of the individuals who serve as Independent Trustees of the Dean Witter Funds. SHARE OWNERSHIP BY TRUSTEES The Trustees have adopted a policy pursuant to which each Trustee and/or his or her spouse is required to invest at least $25,000 in any of the Funds in the Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds complex) on whose boards the Trustee serves. In addition, the policy contemplates that the Trustees will, over time, increase their aggregate investment in the Funds above the $25,000 minimum requirement. The Trustees may allocate their investments among specific Funds in any manner they determine is appropriate based on their individual investment objectives. As of the date of this Proxy Statement, each Trustee is in compliance with the policy. Any future Trustee will be given a one year period following his or her election within which to comply with the foregoing. As of March 31, 1998, the total value of the investments by the Trustees and/or their spouses in shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) was approximately $ million. As of the record date for these meetings, the aggregate number of shares of each Fund owned by the respective Fund's officers and Trustees as a group was less than 1 percent of each Fund's outstanding shares. COMPENSATION OF INDEPENDENT TRUSTEES Each Fund pays each Independent Trustee an annual fee of $800 plus a per meeting fee of $50 for meetings of the Board of Trustees or committees of the Board attended by the Trustee (each Fund pays the Chairman of the Audit Committee an annual fee of $750 and pays the Chairman of the Committee of the Independent Trustees an additional annual fee of $1,200). If a Board meeting and a Committee meeting, or more than one Committee meeting, take place on a single day, the Trustees are paid a single meeting fee by each Fund. Each Fund also reimburses such Trustees for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. Trustees and officers of the Fund who are or have been employed by the Investment Manager or an affiliated company receive no compensation or expense reimbursement from the Fund. As of the date of this Proxy Statement, 57 of the Dean Witter Funds, including each of the Funds represented in this Proxy Statement other than HIAT III and INSURED CAL MUNI, have adopted a retirement program under which an Independent Trustee who retires after serving for at least five years (or such lesser period as may be determined by the Board) as an Independent Director or Trustee of any Dean Witter Fund that has adopted the retirement program (each such Fund referred to as an "Adopting Fund" and each such Trustee referred to as an "Eligible Trustee") is entitled to retirement payments upon reaching the eligible retirement age (normally, after attaining age 72). Annual payments are based upon length of service. Currently, upon retirement, each Eligible Trustee is entitled to receive from the Fund, commencing as of his or her retirement date and continuing for the remainder of his or her life, an annual retirement benefit (the "Regular 8 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 Trustee of any Adopting Fund in excess of five years up to a maximum of 50.0% after ten years of service. The foregoing percentages may be changed by the Board. "Eligible Compensation" is one-fifth of the total compensation earned by such Eligible Trustee for service to the Fund in the five year period prior to the date of the Eligible Trustee's retirement. An Eligible Trustee may elect alternate payments of his or her retirement benefits based upon the combined life expectancy of such Eligible Trustee and his or her spouse on the date of such Eligible Trustee's retirement. The amount estimated to be payable under this method, through the remainder of the later of the lives of such Eligible Trustee and spouse, will be the actuarial equivalent of the Regular Benefit. In addition, the Eligible Trustee may elect that the surviving spouse's periodic payment of benefits will be equal to either 50% or 100% of the previous periodic amount, an election that, respectively, increases or decreases the previous periodic amount so that the resulting payments will be the actuarial equivalent of the Regular Benefit. Benefits under the retirement program are not secured or funded by the Funds. The following tables illustrate the compensation paid to each Fund's Independent Trustees by each respective Fund for its last fiscal year, and the retirement benefits accrued to the Independent Trustees of MIT II, MIOT II and INSURED MUNI by the respective Fund for its last fiscal year and the estimated retirement benefits for the Independent Trustees of MIT II, MIOT II and INSURED MUNI, to commence upon their retirement, as of the end of the respective Fund's last fiscal year. Mr. Hedien's term as Trustee of each Fund commenced on September 1, 1997. HIGH INCOME ADVANTAGE TRUST III
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND - --------------------------- ------------------------------------ Michael Bozic............... $1,600 Edwin J. Garn............... 1,800 Wayne E. Hedien............. 3,750 John R. Haire............... 782 Dr. Manuel H. Johnson....... 1,750 Michael E. Nugent........... 1,800 John L. Schroeder........... 1,800
MUNICIPAL INCOME TRUST II
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS -------------------------------- ---------------------------------------------- ESTIMATED ESTIMATED RETIREMENT CREDITED YEARS ESTIMATED ANNUAL AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS NAME OF INDEPENDENT COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON DIRECTOR FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1) - --------------------------- --------------- --------------- -------------- --------------- ------------- Michael Bozic............... $1,650 $ 349 10 50.0% $ 875 Edwin J. Garn .............. 1,850 497 10 50.0% 875 John R. Haire(2) ........... 3,800 (835)(2) 10 50.0% 2,211 Wayne E. Hedien............. 482 0 9 42.5% 744 Dr. Manuel H. Johnson ..... 1,800 210 10 50.0% 875 Michael E. Nugent .......... 1,850 354 10 50.0% 875 John L. Schroeder........... 1,850 672 8 41.7% 729
- ------------ (1) Based on current levels of compensation. Amount of annual benefits also varies depending on the Trustee's elections described in the discussion of the retirement program above. (2) This number reflects the extension of Mr. Haire's term as Trustee until June 1, 1998. 9 MUNICIPAL INCOME OPPORTUNITIES TRUST II
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS ------------------------------------ ------------------------------------------------------ ESTIMATED ESTIMATED RETIREMENT CREDITED YEARS ESTIMATED ANNUAL AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1) - ------------------------------- ----------------- ----------------- ------------------ ----------------- --------------- Michael Bozic................... $1,650 $357 10 58.82% $ 971 Edwin J. Garn .................. 1,750 514 10 58.82% 971 John R. Haire(2) ............... 3,700 (651) 10 58.82% 2,280 Wayne E. Hedien ................ 832 123 9 50.00% 825 Dr. Manuel H. Johnson .......... 1,700 215 10 58.82% 971 Michael E. Nugent .............. 1,750 365 10 58.82% 971 John L. Schroeder............... 1,750 694 8 49.02% 815
- ------------ (1) Based on current levels of compensation. Amount of annual benefits also varies depending on the Trustee's elections described in the discussion of the retirement program above. (2) This number reflects the extension of Mr. Haire's term as Trustee until June 1, 1998. INTERCAPITAL INSURED MUNICIPAL SECURITIES
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS -------------------------------- ---------------------------------------------- ESTIMATED ESTIMATED RETIREMENT CREDITED YEARS ESTIMATED ANNUAL AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1) - --------------------------- --------------- --------------- -------------- --------------- ------------- Michael Bozic............... $1,700 $0 10 50.0% $ 825 Edwin J. Garn .............. 1,900 0 10 50.0 825 John R. Haire(2) ........... 3,850 0 10 50.0 1,908 Wayne E. Hedien............. 482 0 9 42.5 701 Dr. Manuel H. Johnson ..... 1,850 0 10 50.0 825 Michael E. Nugent .......... 1,900 0 10 50.0 825 John L. Schroeder........... 1,900 0 8 41.7 693
- ------------ (1) Based on current levels of compensation. Amount of annual benefits also varies depending on the Trustee's elections described in the discussion of the retirement program above. (2) This number reflects the extension of Mr. Haire's term as Trustee until June 1, 1998. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND - --------------------------- ------------------------------------ Michael Bozic............... $1,700 Edwin J. Garn............... 1,900 John R. Haire............... 3,850 Wayne E. Hedien............. 482 Dr. Manuel H. Johnson....... 1,850 Michael E. Nugent........... 1,900 John L. Schroeder........... 1,900
10 The following table illustrates the compensation paid to the Independent Trustees of the Funds for the calendar year ended December 31, 1997 for services to the 84 Dean Witter Funds and, in the case of Messrs. Haire, Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at December 31, 1997. With respect to Messrs. Haire, Johnson, Nugent and Schroeder, the TCW/DW Funds are included solely because of a limited exchange privilege between those Funds and five Dean Witter Money Market Funds. Mr. Hedien's term as Director or Trustee of each Dean Witter Fund commenced on September 1, 1997. CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
FOR SERVICE AS CHAIRMAN OF FOR SERVICE AS COMMITTEE OF CHAIRMAN OF FOR SERVICE INDEPENDENT COMMITTEES OF TOTAL CASH AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ INDEPENDENT COMPENSATION TRUSTEE AND TRUSTEE AND TRUSTEES AND TRUSTEES FOR SERVICES TO COMMITTEE COMMITTEE AUDIT AND AUDIT 84 DEAN WITTER MEMBER OF 84 MEMBER COMMITTEES COMMITTEES OF FUNDS AND 14 DEAN WITTER OF 14 TCW/DW OF 84 DEAN 14 TCW/DW TCW/DW NAME OF INDEPENDENT TRUSTEES FUNDS FUNDS WITTER FUNDS FUNDS FUNDS - ---------------------------- -------------- -------------- -------------- -------------- --------------- Michael Bozic ............... $133,602 -- -- -- $133,602 Edwin J. Garn ............... 149,702 -- -- -- 149,702 John R. Haire ............... 149,702 $73,725 $157,463 $25,350 406,240 Wayne E. Hedien.............. 39,010 -- -- -- 39,010 Dr. Manuel H. Johnson ....... 145,702 71,125 -- -- 216,827 Michael E. Nugent ........... 149,702 73,725 -- -- 223,427 John L. Schroeder ........... 149,702 73,725 -- -- 223,427
The following table illustrates the retirement benefits accrued to the Independent Trustees of the Funds by the 57 Dean Witter Funds (including each of the Funds represented in this Proxy Statement other than HIAT III and INSURED CAL MUNI) for the year ended December 31, 1997, and the estimated retirement benefits for the Independent Trustees, to commence upon their retirement, from the 57 Dean Witter Funds as of December 31, 1997. RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS
ESTIMATED ESTIMATE ANNUAL CREDIT YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING NAME OF INDEPENDENT TRUSTEES (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1) - ---------------------------- --------------- -------------- ------------------- --------------- Michael Bozic ............... 10 50.0% $ 20,499 $ 47,025 Edwin J. Garn ............... 10 50.0 30,878 47,025 John R. Haire ............... 10 50.0 (19,823)(2) 127,897 Wayne E. Hedien ............. 9 42.5 0 39,971 Dr. Manuel H. Johnson ....... 10 50.0 12,832 47,025 Michael E. Nugent ........... 10 50.0 22,546 47,025 John L. Schroeder............ 8 41.7 39,350 39,504
- ------------ (1) Based on current levels of compensation. Amount of annual benefits also varies depending on the Trustee's elections described in the discussion of the retirement program above. (2) This number reflects the extension of Mr. Haire's term as Director or Trustee until June 1, 1998. THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR ELECTION. 11 THE INVESTMENT MANAGER OR INVESTMENT ADVISER InterCapital currently serves as investment manager or investment adviser of each Fund pursuant to an investment management agreement or investment advisory agreement entered into by each Fund and InterCapital (each, an "Agreement" and collectively, the "Agreements") dated May 31, 1997, which took effect upon the consummation of the merger of Dean Witter, Discover & Co. with Morgan Stanley Group Inc., and in that capacity provides investment advisory and, in certain cases, certain other services to the Funds. InterCapital is a wholly-owned subsidiary of MSDW. The Agreements were approved by the Board of Trustees on February 21, 1997, and by the shareholders of each Fund at their respective Annual Meeting of Shareholders held on May 20, 1997. The Agreements supersede earlier management and advisory agreements originally entered into by the Funds and InterCapital and are identical in all material respects, including fees payable by a Fund thereunder, to the earlier management and advisory agreements, except for dates of effectiveness and termination. THE INVESTMENT MANAGEMENT AGREEMENTS Each Agreement of HIAT III, INSURED MUNI and INSURED CAL MUNI (in this section, each "Fund" refers to each of HIAT III, INSURED MUNI and INSURED CAL MUNI) provides that InterCapital shall obtain and evaluate such information and advice relating to the economy and securities and commodity markets as it deems necessary or useful to discharge its duties under the respective Agreements, and that it shall continuously supervise the management of the assets of each Fund in a manner consistent with the investment objectives and policies of that Fund and subject to such other limitations and directions as the Board of the Fund may, from time to time, prescribe. InterCapital pays the compensation of the officers of each Fund and provides the Fund with office space and equipment, and clerical and bookkeeping services and telephone service, heat, light, power and other utilities. InterCapital also pays for the services of personnel in connection with the pricing of the Fund's shares and the preparation of prospectuses, proxy statements and reports required to be filed with federal and state securities commissions (except insofar as the participation or assistance of independent accountants and attorneys is, in the opinion of InterCapital, necessary or desirable). In return for its services and the expenses InterCapital assumes under the Agreements, each Fund pays InterCapital compensation which is computed and accrued weekly and payable monthly and which is determined by applying the following annual rate to each Fund's average weekly net assets as set forth in the table below:
MANAGEMENT FEES PAID TO INTERCAPITAL NET ASSETS LAST FISCAL DURING FUND'S AS OF FISCAL FUND MANAGEMENT FEE RATE YEAR END LAST FISCAL YEAR YEAR END - ---------------- ----------------------------------------------- ------------- ---------------- -------------- HIAT III......... 0.75% to the portion of the Fund's average 1/31/98 $596,066 $ 79,572,461 weekly net assets not exceeding $250 million; 0.60% to the portion of average weekly net assets exceeding $250 million and not exceeding $500 million; 0.50% to the portion of average weekly net assets exceeding $500 million and not exceeding $750 million; 0.40% to the portion of average weekly net assets exceeding $750 million and not exceeding $1 billion; 0.30% to the portion of average weekly net assets exceeding $1 billion INSURED MUNI ... 0.35% to the Fund's average weekly net assets 10/31/97 $480,886 $138,940,656 INSURED CAL MUNI 0.35% to the Fund's average weekly net assets 10/31/97 $223,318 $ 65,110,656
12 Under the Agreements, each Fund is obligated to bear all of the costs and expenses of its operation, except those specifically assumed by InterCapital, including, without limitation: charges and expenses of any registrar, custodian or depository appointed by the 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 securities transactions to which the Fund is a party; all taxes, including securities or commodities issuance and transfer taxes, and corporate fees payable by the Fund to federal, state or other governmental agencies; costs and expenses of engraving or printing of certificates representing shares of the Fund; all costs and expenses in connection with registration and maintenance of registration of the Fund and of its shares with the Securities and Exchange Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); the cost and expense of printing, including typesetting, and distributing prospectuses of the Fund to its Shareholders; all expenses of Shareholders' and Trustees' meetings and of preparing, printing and mailing proxy statements and reports to Shareholders; fees and travel expenses of Trustees or members of any advisory board or committee who are not employees of InterCapital or any corporate affiliate of InterCapital; all expenses incident to the payment of any dividend, distribution, withdrawal or redemption, whether in shares or in cash; charges and expenses of any outside service used for the pricing of the Fund's shares; charges and expenses of legal counsel, including counsel to the Independent Trustees of the Fund, and independent accountants in connection with any matter relating to the Fund (not including compensation or expenses of attorneys employed by InterCapital); association dues; interest payable on the Fund's 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; and extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto); and all other charges and costs of InterCapital's operations unless otherwise explicitly provided in the respective Agreements. The administrative services called for under the Agreements of HIAT III, INSURED MUNI and INSURED CAL MUNI are performed by DWSC, a wholly-owned subsidiary of InterCapital, pursuant to a Services Agreement between InterCapital and DWSC. THE INVESTMENT ADVISORY AGREEMENT The Agreements of MIT II and MIOT II (in this section, each "Fund" refers to each of MIT II and MIOT II) provides that InterCapital shall continuously manage the assets of each Fund in a manner consistent with that Fund's investment objective. InterCapital shall obtain and evaluate such information and advice relating to the economy, securities markets and specific securities as it considers necessary or useful to continuously manage the assets of each Fund in a manner consistent with its investment objectives and policies. In addition, InterCapital pays the compensation of all personnel, including officers of each Fund, who are its employees. InterCapital has authority to place orders for the purchase and sale of portfolio securities on behalf of that Fund without prior approval of its Board. In return for its investment services and the expenses which InterCapital assumes under the Agreement, each Fund pays InterCapital compensation which is computed and accrued weekly and payable monthly and which is determined by applying the following annual rate to each Fund's average weekly net assets as set forth in the table below:
ADVISORY FEES PAID TO INTERCAPITAL NET ASSETS LAST FISCAL DURING FUND'S LAST AS OF FISCAL FUND ADVISORY FEE RATE YEAR END FISCAL YEAR YEAR END - --------- ---------------------------------------------- ------------- ------------------ -------------- MIT II ... 0.40% to the portion of the Fund's average 12/31/97 $1,074,903 $276,675,455 weekly net assets not exceeding $250 million and 0.30% to the portion of the Fund's average weekly net assets exceeding $250 million MIOT II... 0.50% to the Fund's average weekly net assets 2/28/98 $ 890,401 $181,222,664
13 Under the Agreements, each Fund is obligated to bear all of the costs and expenses of its operation, except those specifically assumed by InterCapital, including, without limitation: charges and expenses of any registrar, custodian or depository appointed by the 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 securities 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; costs and expenses of engraving or printing of certificates representing shares of the Fund; all costs and expenses in connection with registration and maintenance of registration of the Fund 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 expenses of preparation, 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 Administrator or InterCapital or any of their corporate affiliates; 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 Fund, and independent accountants in connection with any matter relating to the Fund (not including compensation or expenses of attorneys employed by the Administrator or InterCapital); 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, liabilities, litigation costs and any indemnification related thereto); and all other charges and costs of the Fund's operations unless otherwise explicitly provided in the Agreement. The Agreement of each Fund (HIAT III, MIT II, MIOT II, INSURED MUNI and INSURED CAL MUNI), dated May 31, 1997, was initially approved by the Board of Trustees of each respective Fund, including a majority of the Independent Trustees, by vote cast in person at meetings of the Boards held on February 21, 1997 called for the purpose of voting on the Agreements. The Shareholders of each Fund approved the respective Agreements at their respective Annual Meeting of Shareholders held on May 20, 1997. The Agreements will continue in effect for an initial term ending April 30, 1999 and will continue in effect from year to year thereafter provided that each such continuance is approved by the vote of a majority, as defined by the 1940 Act, of the outstanding voting securities of the 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. Each Agreement also provides that it may be terminated at any time by InterCapital, the Trustees or by a vote of a majority of the outstanding voting securities of the applicable Fund, in each instance without the payment of any penalty, on thirty days' notice and provides for its automatic termination in the event of its assignment. INTERCAPITAL Dean Witter InterCapital Inc. is each Fund's investment manager or investment adviser. InterCapital maintains its offices at Two World Trade Center, New York, New York 10048. InterCapital, which was incorporated in July, 1992, is a wholly-owned subsidiary of MSDW, a preeminent global securities firm that maintains leading market positions in each of its three primary businesses--securities, asset management and credit services. 14 The Principal Executive Officer and Directors of InterCapital, and their principal occupations, are: Philip J. Purcell, Chairman of the Board of Directors and Chief Executive Officer of MSDW and DWR and Director of InterCapital, DWSC and Distributors; Richard M. DeMartini, President and Chief Operating Officer of Morgan Stanley Dean Witter Individual Asset Management Group and Director of DWR, Distributors, DWSC, InterCapital and MSDW Trust; James F. Higgins, President and Chief Operating Officer of Dean Witter Financial and Director of DWR, Distributors, InterCapital, DWSC and MSDW Trust; Charles A. Fiumefreddo, Executive Vice President and Director of DWR, Chairman of the Board of Directors, Chief Executive Officer and Director of InterCapital, DWSC and Distributors and Chairman of the Board of Directors and Director of MSDW Trust; Christine A. Edwards, Executive Vice President, Secretary and Chief Legal Officer of MSDW, Executive Vice President, Secretary, 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 Strategic and Administrative Officer of MSDW and Executive Vice President, Chief Financial Officer and Director of DWR, Distributors, InterCapital and DWSC. The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585 Broadway, New York, New York 10036; the business address of the Executive Officer and other Directors is Two World Trade Center, New York, New York 10048. MSDW has its offices at 1585 Broadway, New York, New York 10036. There are various lawsuits pending against MSDW involving material amounts which, in the opinion of its management, will be resolved with no material effect on the consolidated financial position of the company. InterCapital and its wholly-owned subsidiary, DWSC, serve in various investment management, advisory, management and administrative capacities to investment companies and pension plans and other institutional and individual investors. The Appendix lists the investment companies for which InterCapital provides investment management or investment advisory services and which have similar investment objectives to those of the Funds listed in this Proxy Statement and sets forth the fees payable to InterCapital by such companies, including the Funds, and their net assets as of April 30, 1998. InterCapital's wholly-owned subsidiary, DWSC, pursuant to an Administration Agreement with MIT II and MIOT II, serves as the Administrator of MIT II and MIOT II and receives from those Funds compensation which is computed and accrued weekly and payable monthly and which is determined by applying the following annual rates: MIT II--0.25% to the portion of the Fund's average weekly net assets not exceeding $250 million; 0.20% to the portion of the Fund's average weekly net assets exceeding $250 million but not exceeding $500 million; 0.167% to the portion of the Fund's average weekly net assets exceeding $500 million but not exceeding $750 million; and 0.133% to the portion of the Fund's average weekly net assets exceeding $750 million; MIOT II--0.30% to the average weekly net assets. During the fiscal year ended December 31, 1997 for MIT II and February 28, 1998 for MIOT II, the Funds accrued to DWSC administrative fees of $674,821 and $534,240, respectively. During the fiscal year ended January 31, 1998 for HIAT III, December 31, 1997 for MIT II, February 28, 1998 for MIOT II, October 31, 1997 for INSURED MUNI, and October 31, 1997 for INSURED CAL MUNI, each Fund accrued to MSDW Trust, each Fund's Transfer Agent and an affiliate of InterCapital, transfer agency fees of $29,986, $63,516, $47,672, $33,389 and $13,860, respectively. AFFILIATED BROKER Because DWR, Morgan Stanley & Co. Incorporated and InterCapital are under the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are affiliated brokers of the Funds. During each of their 15 respective last fiscal years, each Fund paid no brokerage commissions to DWR. During the period June 1 through August 31, 1997, the Trusts did not pay brokerage commissions to Morgan Stanley & Co. Incorporated, which broker-dealer became an affiliate of InterCapital on May 31, 1997 upon consummation of the merger of Dean Witter Discover & Co. with Morgan Stanley Group Inc. (2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Trustees of each Fund have unanimously selected the firm of Price Waterhouse LLP as each Fund's independent accountants for the fiscal years ending January 31, 1999 for HIAT III, December 31, 1998 for MIT II, February 28, 1999 for MIOT II and October 31, 1998 for INSURED MUNI and INSURED CAL MUNI. Its selection is being submitted for ratification or rejection by Shareholders of each Fund at the Meetings. Price Waterhouse LLP has been the independent accountants for each Fund since its inception, and has no direct or indirect financial interest in any of the Funds. A representative of Price Waterhouse LLP is expected to be present at the Meetings and will be available to respond to appropriate questions of Shareholders. The affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Annual Meeting is required for ratification of the selection of Price Waterhouse LLP as the independent accountants for each respective Fund. THE TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS. (3) FOR HIAT III, ELIMINATION OF THE FUND'S FUNDAMENTAL POLICY REGARDING INVESTMENTS IN RESTRICTED SECURITIES A fundamental investment policy of HIAT III currently provides that the Fund will not invest more than 10% of its total assets in securities which are restricted as to disposition under the federal securities laws or otherwise ("Restricted Securities"). This policy with regard to investment in Restricted Securities is not required to be a fundamental policy and due to the current regulatory environment and securities markets, such restrictions are overbroad and not advantageous to the management of the Fund's portfolio. In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the capital formation process, the Securities and Exchange Commission in recent years has advanced rule and legislative proposals designed to facilitate efficient trading of restricted securities among institutional investors. The most important of these, Rule 144A under the Securities Act of 1933 (the "1933 Act"), allows for broad institutional trading for securities subject to restriction on resale to the general public. This in turn, has served to broaden the market for such securities and increase the number of offerings of restricted securities in the marketplace. Presently, the markets for certain types of securities such as repurchase agreements, commercial paper, high yield securities, convertible securities, many types of municipal securities and some corporate bonds and notes are almost exclusively institutional. These instruments are often either exempt from registration or sold in transactions not requiring registration. As these institutional markets continue to develop and increase in size, the Fund would be constrained by its current investment restriction from increased participation in these markets. HIAT III, in accordance with its investment policies, has a portfolio which is primarily comprised of high yield securities. In recent years, the number of high yield issues coming to market increasingly have been Rule 144A securities. The Investment Manager believes that elimination of the current investment restriction regarding restricted securities will enable the Fund to participate more fully in investment opportunities in the high yield market. 16 As a closed-end investment company, the Fund may hold a significant amount of Restricted Securities in its portfolio, and, because of this closed-end structure, plus the fact that the shares of the Fund are traded on the New York Stock Exchange, the Fund is not subject to regulatory limits on the amount of such securities which it may hold, as is the case with open-end investment companies, which are subject to limits in order to meet redemption requests. Consequently, the restriction as currently existing is overbroad and unnecessary given the structure of the Fund. In order for the Fund to take advantage of the institutional markets for restricted securities set forth above, the Board of the Fund and the Investment Manager recommend that the Fund eliminate its fundamental policy restricting investments in Restricted Securities to no more than 10% of total assets and that any policy regarding Restricted Securities be deemed non-fundamental with investment limits in such securities set by the Board of the Fund in response to changes in the markets for such securities. Under this new policy, Restricted Securities that are liquid as determined by the Board of the Fund may be purchased by the Fund without limitation and any limits on investments in illiquid Restricted Securities will be determined by the Board of the Fund given current market conditions at a given point in time. REQUIRED VOTE Implementation of this proposal for the Fund requires approval at the Meeting by a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act. 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. THE BOARD OF THE FUND RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICY AS DESCRIBED ABOVE. ADDITIONAL INFORMATION In the event that the necessary quorum to transact business or the vote required to approve or reject any proposal for any Fund is not obtained at the Meetings, the persons named as proxies may propose one or more adjournments of the Meeting of the applicable Fund for a total of not more than 60 days in the aggregate to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the applicable 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 have been received by the date of the Meeting. Abstentions and, if applicable, broker "non-votes" will not count as votes in favor of any of the proposals, and broker "non-votes" will not be deemed to be present at the Meeting of any Fund for purposes of determining whether a particular proposal to be voted upon has been approved. Broker "non-votes" are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority. SHAREHOLDER PROPOSALS Proposals of security holders intended to be presented at the next Annual Meeting of Shareholders of each respective Fund must be received by no later than December , 1998 for HIAT III, MIT II, MIOT II, INSURED MUNI and INSURED CAL MUNI, for inclusion in the proxy statement for each respective Fund's next Annual Meeting. The mere submission of a proposal does not guarantee its inclusion in the proxy materials or its presentation at the meeting. Certain rules under the federal securities laws must be met. 17 REPORTS TO SHAREHOLDERS EACH FUND'S MOST RECENT ANNUAL REPORT HAS BEEN SENT PREVIOUSLY TO SHAREHOLDERS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT MORGAN STANLEY DEAN WITTER TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS) (TOLL-FREE). INTEREST OF CERTAIN PERSONS MSDW, InterCapital, DWR, DWSC, and certain of their respective Directors, Officers, and employees, including persons who are Trustees or Officers of the Funds, 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 Funds, and certain of those individuals are compensated for performing services relating to the Funds and may also own shares of MSDW. Such companies and persons may thus be deemed to derive benefits from the approvals by Shareholders of such proposals. OTHER BUSINESS The management of the Funds knows of no other matters which may be presented at the Meetings. However, if any matters not now known properly come before the Meetings, it is the intention of the persons named in the enclosed form of proxy to vote all shares that they are entitled to vote on any such matter, utilizing such proxy in accordance with their best judgment on such matters. By Order of the Board of Trustees BARRY FINK Secretary 18 APPENDIX InterCapital serves as investment manager to HIAT III and the other investment companies listed below which have similar investment objectives to those of HIAT III. Set forth below is a chart showing the net assets of each such investment company as of April 30, 1998 and the investment management fees rate(s) applicable to such investment company.
CURRENT INVESTMENT MANAGEMENT FEE RATE(S) NET ASSETS AS A PERCENTAGE OF AS OF 4/30/98 NET ASSETS ---------------------------- ------------------------------------- 1.DEAN WITTER HIGH YIELD SECURITIES INC.* ..... $ _____________ (Class A) 0.50% on assets up to $500 million, _____________ (Class B) scaled down at various asset levels _____________ (Class C) to 0.30% on assets over $3 billion _____________ (Class D) 2.DEAN WITTER U.S. GOVERNMENT SECURITIES TRUST*....................................... $ _____________ (Class A) 0.50% on assets up to $1 billion, _____________ (Class B) scaled down at various asset levels _____________ (Class C) to 0.30% on assets over $12.5 billion _____________ (Class D) 3.DEAN WITTER CONVERTIBLE SECURITIES TRUST* ... $ _____________ (Class A) 0.60% on assets up to $750 million, _____________ (Class B) scaled down at various asset levels _____________ (Class C) to 0.425% on assets over $3 billion _____________ (Class D) 4.DEAN WITTER FEDERAL SECURITIES TRUST* ....... $ _____________ (Class A) 0.55% on assets up to $1 billion, _____________ (Class B) scaled down at various asset levels _____________ (Class C) to 0.35% on assets over $12.5 billion _____________ (Class D) 5. INTERCAPITAL INCOME SECURITIES INC.** ...... $ _____________ 0.50% 6. HIGH INCOME ADVANTAGE TRUST**............... $ _____________ 0.75% on assets up to $250 million, scaled down at various asset levels to 0.30% on assets over $1 billion 7. HIGH INCOME ADVANTAGE TRUST II**............ $ _____________ 0.75% on assets up to $250 million, scaled down at various asset levels to 0.30% on assets over $1 billion 8. HIGH INCOME ADVANTAGE TRUST III**........... $ _____________ 0.75% on assets up to $250 million, scaled down at various asset levels to 0.30% on assets over $1 billion 9.DEAN WITTER INTERMEDIATE INCOME SECURITIES* . $ _____________ (Class A) 0.60% on assets up to $500 million, _____________ (Class B) scaled down at various asset levels _____________ (Class C) to 0.30% on assets over $1 billion _____________ (Class D) 10.DEAN WITTER WORLD WIDE INCOME TRUST* ....... $ _____________ (Class A) 0.75% on assets up to $250 million, _____________ (Class B) scaled down at various asset levels _____________ (Class C) to 0.30% on assets over $1 billion _____________ (Class D) 11.DEAN WITTER GOVERNMENT INCOME TRUST** ...... $ _____________ 0.60% 12.DEAN WITTER GLOBAL SHORT-TERM INCOME FUND INC.*....................................... $ _____________ 0.55% on assets up to $500 million and 0.50% on assets over $500 million A-1 CURRENT INVESTMENT MANAGEMENT FEE RATE(S) NET ASSETS AS A PERCENTAGE OF AS OF 4/30/98 NET ASSETS ---------------------------- ------------------------------------- 13.DEAN WITTER SHORT-TERM U.S. TREASURY TRUST*...................................... $ _____________ 0.35% 14.DEAN WITTER DIVERSIFIED INCOME TRUST* ...... $ _____________ (Class A) 0.40% _____________ (Class B) _____________ (Class C) _____________ (Class D) 15.DEAN WITTER SHORT-TERM BOND FUND*........... $ _____________ 0.70%(1) 16. PRIME INCOME TRUST**....................... $ _____________ 0.90% on assets up to $500 million and 0.85% on assets over $500 million 17.DEAN WITTER BALANCED INCOME FUND*........... $ _____________ (Class A) 0.60% _____________ (Class B) _____________ (Class C) _____________ (Class D) 18.DEAN WITTER RETIREMENT SERIES:* (a) U.S. GOVERNMENT SECURITIES SERIES ...... $ _____________ 0.65% (2) (b) INTERMEDIATE INCOME SECURITIES SERIES .. $ _____________ 0.65% (2) 19.DEAN WITTER VARIABLE INVESTMENT SERIES:*** (a) QUALITY INCOME PLUS PORTFOLIO........... $ _____________ 0.50% on assets up to $500 million and 0.45% on assets over $500 million (b) HIGH YIELD PORTFOLIO.................... $ _____________ 0.50% 20.DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:*** (a) DIVERSIFIED INCOME PORTFOLIO............ $ _____________ 0.40% (b) NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO............................... $ _____________ 0.65% (of which 40% is paid to a Sub-Adviser) 21. DEAN WITTER INTERMEDIATE TERM U.S. TREASURY TRUST*............................ $ _____________ 0.35%(3)
- ------------ * Open-end investment company. ** Closed-end investment company. *** Open-end investment company offered only to life insurance companies in connection with variable annuity and/or variable life insurance contracts. (1) InterCapital has undertaken, through December 31, 1998, to continue to assume all operating expenses of Dean Witter Short-Term Bond Fund (except for any brokerage fees) and to waive the compensation provided for in its investment management agreement with that company. (2) InterCapital has undertaken, through June 30, 1998, to continue to assume all operating expenses of the Series of Dean Witter Retirement Series (except for brokerage fees and a portion of organizational expenses) and to waive the compensation provided for each Series in its investment management agreement with that company in respect of each Series to the extent that such expenses and compensation on an annualized basis exceed 1.0% of the average daily net assets of the pertinent Series. (3) InterCapital has undertaken, through December 31, 1998, to continue to assume all operating expenses of Dean Witter Intermediate Term U.S. Treasury Trust (except for any 12b-1 fees and brokerage expenses) and to waive the compensation provided for in its investment management agreement with that company. A-2 InterCapital serves as investment adviser to MIT II and MIOT II, investment manager to INSURED MUNI and INSURED CAL MUNI and as investment manager or investment adviser to the other investment companies listed below which have similar investment objectives to those of MIT II, MIOT II, INSURED MUNI and INSURED CAL MUNI. Set forth below is a chart showing the net assets of each such investment company as of April 30, 1998 and the investment management or advisory fee rate(s) applicable to such investment company.
CURRENT INVESTMENT MANAGEMENT OR ADVISORY FEE RATE(S) NET ASSETS AS A PERCENTAGE AS OF 4/30/98 OF NET ASSETS ---------------------------- ---------------------------------- 1.DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND*...................................... $ _______ (Class A) 0.55% on assets up to _______ (Class B) $500 million, scaled down at _______ (Class C) various asset levels to 0.45% on _______ (Class D) 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 NEW YORK TAX-FREE INCOME FUND*...................................... $ _______ (Class A) 0.55% on assets up to _______ (Class B) $500 million and 0.525% on assets _______ (Class C) over $500 million _______ (Class D) 5.DEAN WITTER TAX-EXEMPT SECURITIES TRUST* .. $ _______ (Class A) 0.50% on assets up to _______ (Class B) $500 million, scaled down at _______ (Class C) various asset levels to 0.325% on _______ (Class D) assets over $1.25 billion 6.INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST**............................. $ _______ 0.35% 7.INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL SECURITIES**............................... $ _______ 0.35% 8.INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES**............................... $ _______ 0.35% 9.INTERCAPITAL INSURED MUNICIPAL BOND TRUST**.................................... $ _______ 0.35% 10.INTERCAPITAL INSURED MUNICIPAL INCOME TRUST**................................... $ _______ 0.35% 11.INTERCAPITAL INSURED MUNICIPAL SECURITIES**.............................. $ _______ 0.35% 12.INTERCAPITAL INSURED MUNICIPAL TRUST** ... $ _______ 0.35% 13.INTERCAPITAL NEW YORK QUALITY MUNICIPAL SECURITIES**.............................. $ _______ 0.35% 14.INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST**................................... $ _______ 0.35% A-3 CURRENT INVESTMENT MANAGEMENT OR ADVISORY FEE RATE(S) NET ASSETS AS A PERCENTAGE AS OF 4/30/98 OF NET ASSETS ---------------------------- ---------------------------------- 15.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST**................................... $ _______ 0.35% 16.INTERCAPITAL QUALITY MUNICIPAL SECURITIES**.............................. $ _______ 0.35% 17.MUNICIPAL INCOME TRUST**.................. $ _______ 0.35% on assets up to $250 million and 0.25% on assets over $250 million 18.MUNICIPAL INCOME TRUST II**............... $ _______ 0.40% on assets up to $250 million and 0.30% on assets over $250 million 19.MUNICIPAL INCOME TRUST III**.............. $ _______ 0.40% on assets up to $250 million and 0.30% on assets $ _______ over $250 million 20.MUNICIPAL INCOME OPPORTUNITIES TRUST** ... $ _______ 0.50% 21.MUNICIPAL INCOME OPPORTUNITIES TRUST II**................................ $ _______ 0.50% 22.MUNICIPAL INCOME OPPORTUNITIES TRUST III**............................... $ _______ 0.50% 23.MUNICIPAL PREMIUM INCOME TRUST**.......... $ _______ 0.40% 24.DEAN WITTER SELECT MUNICIPAL REINVESTMENT FUND***................................... $ _______ 0.50% 25.DEAN WITTER HAWAII MUNICIPAL TRUST* ..... $ _______ 0.35% (1) - ------------ * 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, through December 31, 1998, to continue to assume all operating expenses (except for any 12b-1 and brokerage fees) of Dean Witter Hawaii Municipal Trust and to waive the compensation provided for in its investment management agreement with that company.
A-4 HIGH INCOME ADVANTAGE TRUST III 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 High Income Advantage Trust III on June 23, 1998, at 9:00 a.m., New York City time, and at any adjournment thereof, on the proposals set forth in the Notice of Meeting dated May , 1998 as follows: (Continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES AND THE 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. [X] PLEASE MARK VOTES AS IN THE EXAMPLE USING BLACK OR BLUE INK FOR ALL 1. Election of three (3) Trustees: FOR WITHHOLD EXCEPT [ ] [ ] [ ] Wayne E. Hedien, 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. 2. Ratification of appointment of Price FOR AGAINST ABSTAIN Waterhouse LLP as independent [ ] [ ] [ ] accountants. 3. Elimination of Fundamental Policy FOR AGAINST ABSTAIN Regarding Investments in Restricted [ ] [ ] [ ] Securities Date ____________ Please make sure to sign and date this Proxy using black or blue ink. --------------------------------------------------- Shareholder sign in the box above --------------------------------------------------- Co-Owner (if any) sign in the box above PRX 00096 Please Detach at Perforation - ------------------------------------------------------------------------------- HIGH INCOME ADVANTAGE TRUST III 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. MUNICIPAL INCOME TRUST II 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 Municipal Income Trust II on June 23, 1998, at 9:00 a.m., New York City time, and at any adjournment thereof, on the proposals set forth in the Notice of Meeting dated May , 1998 as follows: (Continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE. [X] PLEASE MARK VOTES AS IN THE EXAMPLE USING BLACK OR BLUE INK FOR ALL 1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT [ ] [ ] [ ] Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME. 2. Ratification of appointment of Price FOR AGAINST ABSTAIN Waterhouse LLP as independent [ ] [ ] [ ] accountants. Date ____________ Please make sure to sign and date this Proxy using black or blue ink. --------------------------------------------------- Shareholder sign in the box above --------------------------------------------------- Co-Owner (if any) sign in the box above PRX 00124 Please Detach at Perforation - ------------------------------------------------------------------------------- MUNICIPAL INCOME TRUST II 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. MUNICIPAL INCOME OPPORTUNITIES TRUST II 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 Municipal Income Opportunities Trust II on June 23, 1998, at 9:00 a.m., New York City time, and at any adjournment thereof, on the proposals set forth in the Notice of Meeting dated May , 1998 as follows: (Continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE. [X] PLEASE MARK VOTES AS IN THE EXAMPLE USING BLACK OR BLUE INK FOR ALL 1. Election of three (3) Trustees: FOR WITHHOLD EXCEPT [ ] [ ] [ ] Wayne E. Hedien, 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. 2. Ratification of appointment of Price FOR AGAINST ABSTAIN Waterhouse LLP as independent [ ] [ ] [ ] accountants. Date ___________ Please make sure to sign and date this Proxy using black or blue ink. -------------------------------------------- Shareholder sign in the box above -------------------------------------------- Co-Owner (if any) sign in the box above PRX 00128 Please Detach at Perforation - ------------------------------------------------------------------------------- MUNICIPAL INCOME OPPORTUNITIES TRUST II 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. INTERCAPITAL INSURED CALIFORNIA 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 California Municipal Securities on June 23, 1998, at 9:00 a.m., New York City time, and at any adjournment thereof, on the proposals set forth in the Notice of Meeting dated May , 1998 as follows: (Continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE. X PLEASE MARK VOTES AS IN THE EXAMPLE USING BLACK OR BLUE INK FOR ALL 1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT [ ] [ ] [ ] Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME. 2. Ratification of appointment of FOR AGAINST ABSTAIN Price Waterhouse LLP as independent [ ] [ ] [ ] accountants. Date ___________________ Please make sure to sign and date this Proxy using black or blue ink. --------------------------------------------- Shareholder sign in the box above --------------------------------------------- Co-Owner (if any) sign in the box above PRX 00039 Please Detach at Perforation - ------------------------------------------------------------------------------- INTERCAPITAL INSURED CALIFORNIA 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. 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 June 23, 1998, at 9:00 a.m., New York City time, and at any adjournment thereof, on the proposals set forth in the Notice of Meeting dated May , 1998 as follows: (Continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES. IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE. X PLEASE MARK VOTES AS IN THE EXAMPLE USING BLACK OR BLUE INK FOR ALL 1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT [ ] [ ] [ ] Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME. 2. Ratification of appointment of Price FOR AGAINST ABSTAIN Waterhouse LLP as independent [ ] [ ] [ ] accountants. Date ___________________ Please make sure to sign and date this Proxy using black or blue ink. ------------------------------------------ Shareholder sign in the box above ------------------------------------------ Co-Owner (if any) sign in the box above PRX 00038 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. -----END PRIVACY-ENHANCED MESSAGE-----