-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FpUi/aYL8751MwoWMfr1JtM3Tikg4orPUfxlE2x/sV3x75O/YQrxch4be7hvxIu5 KDqvWx93SLv3BPj0wmp4xA== 0000912057-94-001426.txt : 19940422 0000912057-94-001426.hdr.sgml : 19940422 ACCESSION NUMBER: 0000912057-94-001426 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940615 FILED AS OF DATE: 19940421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH INCOME ADVANTAGE TRUST III CENTRAL INDEX KEY: 0000843063 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05700 FILM NUMBER: 94523698 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 DEF 14A 1 DEF 14A Schedule 14A Information required in proxy statement. Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Preliminary Additional Materials /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.149-11(c) or Section 240.14a-12 High Income Advantage Trust III . . . . . . . . . . . . . . . . . . . . . . . (Name of Registrant as Specified in its Charter) Marilyn K. Cranney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (check the appropriate box): /X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2) / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j)(3) / / Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11. 1) Title of each class of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2) Aggregate number of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4) Proposed maximum aggregate value of transaction: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Set forth the amount on which the filing fee is calculated and state how it was determined. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2) Form, Schedule or Registration Statement No.: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) Filing Party: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4) Date Filed: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HIGH INCOME ADVANTAGE TRUST III NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 15, 1994 The Annual Meeting of Shareholders of HIGH INCOME ADVANTAGE TRUST III (the "Trust"), an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, will be held in the Conference Center, Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048, on June 15, 1994, at 9:00 a.m., New York City time, for the following purposes: 1. To elect six (6) Trustees, four (4) to serve until the 1997 Annual Meeting, one (1) to serve until the 1995 Annual Meeting and one (1) to serve until the 1996 Annual Meeting, or, in each case, until their successors shall have been elected and qualified; 2. To approve or disapprove continuance of the currently effective Investment Management Agreement with Dean Witter InterCapital Inc.; 3. To ratify or reject the selection of Price Waterhouse as the Trust's independent accountants for the fiscal year ending January 31, 1995; and 4. To transact such other business as may properly come before the meeting or any adjournments thereof. Shareholders of record as of the close of business on April 14, 1994 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 is not obtained at the meeting, the persons named as proxies may propose one or more adjournments of the meeting for a total of not more than 60 days in the aggregate to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the Trust's shares present in person or by proxy at the meeting. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the proposal to approve continuance of the Investment Management Agreement and will vote against any such adjournment those proxies required to be voted against that proposal. SHELDON CURTIS, SECRETARY April 21, 1994 New York, New York IMPORTANT YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. HIGH INCOME ADVANTAGE TRUST III TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 --------------------- PROXY STATEMENT --------------------- ANNUAL MEETING OF SHAREHOLDERS JUNE 15, 1994 This statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board") of HIGH INCOME ADVANTAGE TRUST III (the "Trust"), for use at the Annual Meeting of Shareholders of the Trust to be held on June 15, 1994 (the "Meeting"), and at any adjournments thereof. If the enclosed form of proxy is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked proxies will be voted for each of the nominees for election as Trustee and in favor of Proposals 2 and 3 as set forth in the attached Notice of Annual Meeting of Shareholders. A proxy may be revoked at any time prior to its exercise by any of the following: written notice of revocation to the Secretary of the Trust, execution and delivery of a later dated proxy to the Secretary of the Trust, or attendance and voting at the Meeting. Shareholders of record as of the close of business on April 14, 1994, the record date for the determination of shareholders entitled to notice of and to vote at the Meeting, are entitled to one vote for each share held and a fractional vote for a fractional share. On April 14, 1994, there were outstanding 12,876,779 shares of beneficial interest of the Trust, all with $.01 par value. No person known to own as much as 5% of the outstanding shares of the Trust on that date. The Trustees and officers of the Trust, together, owned less than 1% of the Trust's outstanding shares on that date. The percentage ownership of shares of the Trust changes from time to time depending on purchases and sales by shareholders and the total number of shares outstanding. The cost of soliciting proxies for the Meeting, consisting principally of printing and mailing expenses, will be borne by the Trust. The solicitation of proxies will be by mail, which may be supplemented by solicitation by mail, telephone or otherwise through Trustees and officers of the Trust and officers and regular employees of Dean Witter InterCapital Inc. ("InterCapital" or the "Investment Manager"), without special compensation therefor. The first mailing of this proxy statement is expected to be made on or about April 21, 1994. (1) ELECTION OF TRUSTEES The number of Trustees has been fixed by the Trustees, pursuant to the Trust's Declaration of Trust, at twelve. At the Meeting, six nominees are to be elected to the Trust's Board of Trustees. There are presently twelve Trustees, four of whom (Jack F. Bennett, Michael Bozic, Charles A. Fiumefreddo and John E. Jeuck) are standing for election at this Meeting to serve until the 1997 Annual Meeting, one of whom (John L. Schroeder) is standing for election at this Meeting to serve until the 1995 Annual Meeting, and one of whom (Philip J. Purcell) is standing for election at this Meeting to serve until the 1996 Annual Meeting, in accordance with the Trust's Declaration of Trust, as amended. 2 Nine of the current twelve Trustees (Jack F. Bennett, Michael Bozic, Edwin J. Garn, John R. Haire, John E. Jeuck, Manuel H. Johnson, Paul Kolton, Michael E. Nugent and John L. Schroeder) are "Independent Trustees", that is, Trustees who are not "interested persons" of the Trust, as that term is defined in the Investment Company Act of 1940, as amended (the "Act"). The nominees for election as Trustees have been proposed by the Trustees now serving or, in the case of the nominees for positions as Independent Trustees, by the Independent Trustees now serving. Messrs. Bozic, Purcell and Schroeder were elected as Trustees by the Trustees on April 8, 1994. All of the other Trustees have been elected by the shareholders of the Trust. The Board has two committees -- an Audit Committee and a Committee of the Independent Trustees, consisting, in both cases, of the Independent Trustees. Mr. Haire serves as the Chairman of both Committees. There are no nominating or compensation committees of the Board. The functions of the Audit Committee are: recommendation to the Trustees of the engagement or discharge of the Trust's independent accountants; direction and supervision of investigations into matters within the scope of the independent accountants' duties, including the power to retain outside specialists; review with the independent accountants of the audit plan and results of the auditing engagement; approval of each professional service, audit and non-audit, provided by the independent accountants and other accounting firms prior to the performance of such service; review of the independence of the independent accountants; consideration of the range of audit and non-audit fees; review of the adequacy of the Trust's system of internal accounting controls; advice to the independent accountants and personnel of management that they have direct access to the Committee at all times; and preparation and submission of Committee meeting minutes to the full Board. The functions of the Committee of the Independent Trustees are: recommendation to the full Board of approval of any management, advisory and/or administration agreements; recommendations to the full Board of any underwriting and/or distribution agreements; review of the fidelity bond and premium allocation; review of errors and omissions, uncollectible items of deposit and any other joint insurance policies and premium allocation; review of, and monitoring of compliance with, procedures adopted pursuant to certain rules promulgated under the Act; review of, and monitoring of compliance with, guidelines and procedures for effecting principal transactions in certain taxable money market instruments with Dean Witter Reynolds Inc. ("DWR"); and such other duties as the Independent Trustees shall, from time to time, conclude are necessary to carry out their duties under the Act. The nominees of the Board of Trustees for election as Trustees are listed below. It is the intention of the persons named in the enclosed form of Proxy to vote the shares represented by them for the election of these nominees: Jack F. Bennett, Michael Bozic, Charles A. Fiumefreddo, John E. Jeuck, Philip J. Purcell and John L. Schroeder. Should any of the nominees become unable or unwilling to accept nomination, or election, the persons named in the Proxy will exercise their voting power in favor of such person or persons as the Board may recommend. All of the nominees have consented to being named in this proxy statement and to serve if elected. The Trust knows no reason why any of said nominees would be unable or unwilling to accept nomination or election. Trustees will be elected by a plurality of the votes cast at the meeting. Abstentions and broker "non-votes" will have the same effect as a vote against the proposal. Pursuant to the provisions of the Declaration of Trust, as amended, the nominees for election as Trustees are divided into three separate classes, each class having a term of three years. The term of office of one of each of the three classes will expire each year. The Board has determined that the nominees for election as Trustee shall be standing for election as Trustee in each of the three classes of Trustee as follows: Class I -- Messrs. Bennett, Bozic, Fiumefreddo and Jeuck; 3 Class II -- Messrs. Johnson, Kolton, Schroeder and Telling; and Class III -- Messrs. Garn, Haire, Nugent and Purcell. Each nominee for Trustee at any Annual Meeting will, if elected, serve a term of up to approximately three years running for the period assigned to that class and terminating at the date of the Annual Meeting of Shareholders so designated by the Board, or any adjournment thereof. As a consequence of this method of election, the replacement of a majority of the Board could be delayed for up to two years. As stated above, the Trustees in Class I are standing for election at this Meeting and, if elected, will serve until the 1997 Annual Meeting or until their successors shall have been elected and qualified, one Trustee in Class II is standing for election at this Meeting and, if elected, will serve until the 1995 Annual Meeting or until his successor shall have been elected and qualified, and one Trustee in Class III is standing for election at this Meeting and, if elected, will serve until the 1996 Annual Meeting or until his successor shall have been elected and qualified. The following information regarding each of the nominees for election as Trustee, and each of the members of the Board includes his principal occupations and employment for at least the last five years, his age, shares of the Trust owned, if any, as of April 14, 1994 (shown in parentheses), positions with the Trust, and directorships or trusteeships in other companies which file periodic reports with the Securities and Exchange Commission, including other investment companies for which InterCapital serves as investment manager or investment adviser, namely, InterCapital Income Securities Inc., InterCapital Insured Municipal Bond Trust, InterCapital Quality Municipal Investment Trust, InterCapital Insured Municipal Trust, InterCapital Quality Municipal Income Trust, InterCapital Insured Municipal Income Trust, InterCapital California Insured Municipal Income Trust, InterCapital Quality Municipal Securities, InterCapital California Quality Municipal Securities, InterCapital New York Quality Municipal Securities, InterCapital Insured Municipal Securities, InterCapital Insured California Municipal Securities, Dean Witter High Yield Securities Inc., Dean Witter Liquid Asset Fund Inc., Dean Witter Variable Investment Series, Dean Witter Select Municipal Reinvestment Fund, Dean Witter U.S. Government Money Market Trust, Dean Witter U.S. Government Securities Trust, Dean Witter Tax-Exempt Securities Trust, Dean Witter Tax-Free Daily Income Trust, Dean Witter American Value Fund, Dean Witter Convertible Securities Trust, Dean Witter Dividend Growth Securities Inc., Dean Witter Global Short-Term Income Fund Inc., Dean Witter Natural Resource Development Securities Inc., Dean Witter Pacific Growth Fund Inc., Dean Witter Federal Securities Trust, Dean Witter World Wide Investment Trust, Dean Witter Developing Growth Securities Trust, Dean Witter California Tax-Free Income Fund, Dean Witter New York Tax-Free Income Fund, Dean Witter Strategist Fund, Dean Witter Managed Assets Trust, Dean Witter Value-Added Market Series, Dean Witter Utilities Fund, Dean Witter California Tax-Free Daily Income Trust, High Income Advantage Trust, High Income Advantage Trust II, Dean Witter World Wide Income Trust, Dean Witter Intermediate Income Securities, Dean Witter European Growth Fund Inc., Dean Witter Precious Metals and Minerals Trust, Dean Witter Capital Growth Securities, Dean Witter New York Municipal Money Market Trust, Dean Witter Multi-State Municipal Series Trust, Dean Witter Short-Term U.S. Treasury Trust, Dean Witter Retirement Series, Dean Witter Health Sciences Trust, Active Assets California Tax-Free Trust, Active Assets Money Trust, Active Assets Tax-Free Trust, Active Assets Government Securities Trust, Dean Witter Diversified Income Trust, Dean Witter Government Income Trust, Dean Witter Premier Income Trust, Dean Witter Global Dividend Growth Securities, Dean Witter Limited Term Municipal Trust, Dean Witter Short-Term Bond Fund, Dean Witter Global Utilities Fund, Municipal Income Trust, Municipal Income Trust II, Municipal Income Trust III, Municipal Income Opportunities Trust, Municipal Income Opportunities Trust II, Municipal Income Opportunities Trust III, Prime Income Trust, Municipal Premium Income Trust (these investment companies, together with the Trust, are referred to herein collectively as the "Dean Witter Funds"), and investment companies for which InterCapital's wholly-owned subsidiary, Dean Witter Services Company Inc. ("DWSC"), serves as manager and TCW Funds Management, Inc. 4 serves as investment adviser, namely, TCW/DW Core Equity Trust, TCW/DW North American Government Income Trust, TCW/DW Latin American Growth Fund, TCW/DW Income and Growth Fund, TCW/DW Balanced Fund, TCW/DW Small Cap Growth Fund, TCW/DW North American Intermediate Income Trust, TCW/DW Emerging Markets Opportunities Trust, TCW/DW Term Trust 2000, TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003 (the "TCW/DW Funds"). The nominees for Trustee to be elected at this Meeting are: JACK F. BENNETT, Trustee since December, 1988, age 70; retired; Director or Trustee of the Dean Witter Funds; formerly Senior Vice President and Director of Exxon Corporation (1975-1989) and Under Secretary of the U.S. Treasury for Monetary Affairs (1974-1975); Director of Phillips Electronics N.V., Tandem Computers Inc. and Massachusetts Mutual Insurance Company; Director or Trustee of various not-for-profit and business organizations. MICHAEL BOZIC, Trustee since April, 1994; age 53; President and Chief Executive Officer of Hills Department Stores (since May, 1991); formerly Chairman and Chief Executive Officer (January, 1987-August, 1990) and President and Chief Operating Officer (August, 1990-February, 1991) of the Sears Merchandise Group of Sears, Roebuck and Co. ("Sears"); Director or Trustee of the Dean Witter Funds; Director of Harley Davidson Credit Inc., the United Negro College Fund and Domain Inc. (home decor retailer). CHARLES A. FIUMEFREDDO,* Trustee since July, 1991; age 60; Chairman, Chief Executive Officer and Director of InterCapital, DWSC and Dean Witter Distributors Inc. ("Distributors"); Executive Vice President and Director of Dean Witter Reynolds Inc. ("DWR"); Chairman, Director or Trustee, President and Chief Executive Officer of the Dean Witter Funds; Chairman, Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and Director of Dean Witter Trust Company ("DWTC"); Director and/or officer of various Dean Witter, Discover & Co. ("DWDC") subsidiaries; formerly Executive Vice President and Director of DWDC (until February, 1993). DR. JOHN E. JEUCK, Trustee since December, 1988; age 77; retired; Director or Trustee of the Dean Witter Funds; formerly Robert Law Professor of Business Administration, Graduate School of Business, University of Chicago (until July, 1989); Business consultant. PHILIP J. PURCELL,* Trustee since April, 1994; age 50; Chairman of the Board of Directors and Chief Executive Officer of DWDC, DWR and Novus Credit Services Inc.; Director of InterCapital, DWSC and Distributors; Director or Trustee of the Dean Witter Funds; Director and/or officer of various DWDC subsidiaries. JOHN L. SCHROEDER, Trustee since April, 1994; age 63; Executive Vice President and Chief Investment Officer of The Home Insurance Company (since August, 1991); Director or Trustee of the Dean Witter Funds; Director of Citizens Utilities Company; formerly Chairman and Chief Investment Officer of Axe-Houghton Management and the Axe-Houghton Funds (April, 1983-June, 1991) and President of USF&G Financial Services, Inc. (June, 1990-June, 1991.) The Trustees who are not standing for reelection at this Meeting are: EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 61; Director or Trustee of the Dean Witter Funds; formerly United States Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985); Vice Chairman, Huntsman Chemical Corporation (since January, 1993); Member of the board of various civic and charitable organizations. JOHN R. HAIRE, Trustee since December, 1988; age 69; 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; 5 Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education (1978-October, 1989) and Chairman and Chief Executive Officer of Anchor Corporation, an investment adviser (1964-1978); Director of Washington National Corporation (insurance) and Bowne & Co., Inc. (printing). DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 45; Senior Partner, Johnson Smick International, Inc., a consulting firm; Koch Professor of International Economics and Director of the Center for Global Market Studies at George Mason University (since September, 1990); Co-Chairman and a founder of the Group of Seven Council (G7C), an international economic commission (since September, 1990); Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of Greenwich Capital Markets Inc. (broker-dealer); formerly Vice Chairman of the Board of Governors of the Federal Reserve System (February, 1986-August, 1990) and Assistant Secretary of the U.S. Treasury (1982-1986). PAUL KOLTON, Trustee since December, 1988; age 70; Director or Trustee of the Dean Witter Funds; Chairman of the Audit Committee and Chairman of the Committee of the Independent Trustees and Trustee of the TCW/DW Funds; formerly Chairman of Financial Accounting Standards Advisory Council; formerly Chairman and Chief Executive Officer of the American Stock Exchange; Director of UCC Investors Holding Inc. (Uniroyal Chemical Company, Inc.); Director or Trustee of various not-for-profit organizations. MICHAEL E. NUGENT, Trustee since July, 1991; age 58; General Partner, Triumph Capital, L.P., a private investment partnership (since April, 1988); Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice President, Bankers Trust Company and BT Capital Corporation (September, 1984-March, 1988); Director of various business organizations. EDWARD R. TELLING,* Trustee since December, 1988; age 75; retired; Director or Trustee of the Dean Witter Funds; formerly Chairman of the Board of Directors and Chief Executive Officer (1978-1985) and President (January, 1981-March, 1982 and February, 1984-August, 1984) of Sears; formerly Director of Sears. The executive officers of the Trust other than shown above are: Sheldon Curtis, Vice President, Secretary and General Counsel; David A. Hughey, Vice President; Robert M. Scanlan, Vice President; Edmund C. Puckhaber, Vice President; Peter M. Avelar, Vice President; and Thomas F. Caloia, Treasurer. In addition, Jonathan R. Page and James F. Willison serve as Vice Presidents and Marilyn K. Cranney, Barry Fink, Lawrence S. Lafer, Lou Anne D. McInnis and Ruth Rossi serve as Assistant Secretaries. Mr. Curtis is 62 years old and is currently Senior Vice President and General Counsel of InterCapital and DWSC and Assistant Secretary of DWR and DWDC; he is also Senior Vice President, Assistant Secretary and Assistant General Counsel of Distributors and Senior Vice President and Secretary of DWTC. Mr. Scanlan is 58 years old and is currently President and Chief Operating Officer of InterCapital (since March, 1993) and DWSC; he is also Executive Vice President of Distributors and Executive Vice President and Director of DWTC. He was previously Executive Vice President of InterCapital (November, 1990-March, 1993) and prior thereto was Chairman of Harborview Group Inc. Mr. Hughey is 62 years old and is currently Executive Vice President and Chief Administrative Officer of InterCapital and DWSC; he is also Executive Vice President and Chief Administrative Officer of Distributors and DWTC as well as a Director of DWTC. He was previously President of DWTC (October, 1989-March, 1993). Mr. Puckhaber is 54 years old and is currently Executive Vice President of InterCapital (since January, 1991). Mr. Avelar is 34 years old and is currently Senior Vice President of InterCapital. He was previously employed by PaineWebber Asset Management as a - ------------------------ * Messrs. Fiumefreddo, Purcell and Telling may be deemed "interested persons," as defined in Section 2(a)(19) of the Act, of the Trust and its Investment Manager, due to their affiliation with the Investment Manager and/or its affiliated companies. 6 senior portfolio manager (March, 1989-December 1990). Mr. Caloia is 47 years old and is currently First Vice President of InterCapital and DWSC. Mr. Page is 47 years old and is currently Senior Vice President of InterCapital. Mr. Willison is 50 years old and is currently Senior Vice President of InterCapital. Other than Messrs. Scanlan and Avelar, each of the above officers has been an employee of InterCapital or DWR (formerly the corporate parent of InterCapital) for over five years. Messrs. Fiumefreddo, Purcell and Telling, Trustees of the Trust, and officers of the Trust own securities of DWDC which, in the aggregate, constitute less than 1% of the securities of each class outstanding. Each of the Independent Trustees is paid by the Trust an annual retainer fee of $1,200 plus $50 for each meeting of the Board, the Audit Committee or the Committee of the Independent Trustees attended by the Trustee in person (the Trust pays the Chairman of the Audit Committee an additional annual fee of $1,000 and pays the Chairman of the Committee of the Independent Trustees an additional annual fee of $2,400, in each case inclusive of the Committee meeting fees), together with any out-of-pocket expenses incurred by them in connection with attendance at any such meetings. The Trust pays no remuneration to any Trustee who is not an Independent Trustee or to any of the Trust's officers. For the fiscal year ended January 31, 1994, the Trust accrued a total of $21,536 for Trustees' fees and expenses. During the fiscal year ended January 31, 1994, the Board held six meetings, and the Audit Committee and the Committee of the Independent Trustees, which are presently comprised of the nine Independent Trustees, held three meetings and eleven meetings, respectively. No Independent Trustee attended fewer than 75% of the meetings of the Board of Trustees, the Audit Committee and the Committee of the Independent Trustees held while he served in such positions. (2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE INVESTMENT MANAGEMENT AGREEMENT The Trust's investments are managed by Dean Witter InterCapital Inc. (referred to herein as the "Investment Manager" or "InterCapital"), pursuant to an Investment Management Agreement dated June 30, 1993 (referred to herein as the "Management Agreement") which took effect upon the distribution by Sears to its shareholders of all the common shares of DWDC (the parent company of InterCapital) then owned by Sears. The Management Agreement was initially approved by the Board of Trustees on October 30, 1992, and by the shareholders of the Trust at a Special Meeting of Shareholders held on January 13, 1993. The present Management Agreement supersedes an earlier management agreement originally entered into by the Trust with DWR, through its InterCapital Division, and initially approved by the Board, including a majority of the Independent Trustees, on December 7, 1988 and last approved by the shareholders of the Trust at their Annual Meeting of Shareholders held on June 25, 1992. In an internal reorganization which took place in January, 1993, InterCapital assumed the investment management activities previously performed by the InterCapital Division of DWR. The assumption by InterCapital of DWR's rights and obligations under this earlier management agreement in connection with the reorganization was approved by the Trustees at a meeting held on October 30, 1992. The terms of the Management Agreement, including fees payable by the Trust thereunder, are substantially identical in all respects to those of the earlier management agreement except for the dates of effectiveness and expiration and the name of the Investment Manager. The terms of the Management Agreement are described below. The Management Agreement's continuation until April 30, 1995 was approved by the Trustees, including a majority of the Independent Trustees, at a meeting of the Board held on April 8, 1994. In the event shareholders do not approve continuance of the Management Agreement by the required majority vote at the forthcoming meeting or any adjournment thereof, the Board of Trustees of the Trust will take such action as it deems to be in the best interests 7 of the Trust and its shareholders, which may include calling a special meeting of shareholders to vote on a new investment management agreement. In considering whether or not to approve the Management Agreement, the Board of Trustees reviewed the terms of the agreement and considered all materials and information deemed relevant to its determination. Among other things, the Board considered the nature and scope of services to be rendered, the quality of the Investment Manager's services and personnel, and the appropriateness of the fees that are paid under the Management Agreement. Based upon its review, the Board of Trustees, including all of the Independent Trustees, determined that the approval of the Management Agreement was in the best interests of the Trust and its shareholders. The favorable vote of a majority of the outstanding voting securities of the Trust is required for the approval of the Management Agreement. Such a majority is defined in the Act as the lesser of: (a) 67% or more of the shares present at the Meeting, if the holders of more than 50% of the outstanding shares of the Trust are present or represented by proxy, or (b) more than 50% of the outstanding shares. Abstentions and broker "non-votes" will have the same effect as a vote against the proposal. THE INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS APPROVE THE MANAGEMENT AGREEMENT. THE MANAGEMENT AGREEMENT The Management Agreement provides that the Investment Manager shall obtain and evaluate such information and advice relating to the economy, securities and commodity markets and securities and commodities as it deems necessary or useful to discharge its duties under the Management Agreement, and that it shall continuously supervise the management of the assets of the Trust in a manner consistent with the investment objectives and policies of the Trust and subject to such other limitations and directions as the Board may, from time to time, prescribe. The Management Agreement provides that the Investment Manager shall continuously manage the assets of the Trust in a manner consistent with the Trust's investment objectives. The Investment Manager has authority to place orders for the purchase and sale of portfolio securities on behalf of the Trust without prior approval of its Trustees. The Trustees review the investment portfolio at their regular meetings. In addition, the Investment Manager pays the compensation of the officers of the Trust and provides the Trust with office space and equipment and such clerical help and bookkeeping services and telephone service, heat, light, power and other utilities. The Investment Manager also pays for the services of personnel in connection with the pricing of the Trust's shares and the preparation of prospectuses, proxy statements and reports required to be filed with the Federal and state securities commissions (except insofar as the participation or assistance of independent accountants and attorneys is, in the opinion of the Investment Manager, necessary or desirable). In return for its investment services and the expenses which the Investment Manager assumes under the Management Agreement, the Trust pays the Investment Manager compensation which is computed weekly and payable monthly and which is determined by applying the following annual rates to the Trust's weekly net assets: 0.75% of the portion of the average weekly net assets not exceeding $250 million; 0.60% of the portion of average weekly net assets exceeding $250 million and not exceeding $500 million; 0.50% of the portion of average weekly net assets exceeding $500 million and not exceeding $750 million; 0.40% of the portion of average weekly net assets exceeding $750 million and not exceeding $1 billion; and 0.30% of the portion of average weekly net assets exceeding $1 billion. This fee is higher than that paid by most other investment companies. Pursuant to the Management Agreement, the Trust accrued 8 to the Investment Manager total compensation of $687,426 during the fiscal year ended January 31, 1994. The net assets of the Trust totalled $97,465,754 at January 31, 1994. Under the Management Agreement, the Trust is obligated to bear all of the costs and expenses of its operation, except those specifically assumed by the Investment Manager, including, without limitation: charges and expenses of any registrar, custodian or depository appointed by the Trust for the safekeeping of its cash, portfolio securities or commodities and other property, and any stock transfer or dividend agent or agents appointed by the Trust; brokers' commissions chargeable to the Trust in connection with portfolio securities transactions to which the Trust is a party; all taxes, including securities or commodities issuance and transfer taxes, and fees payable by the Trust to Federal, state or other governmental agencies; costs and expenses of engraving or printing certificates representing shares of the Trust; all costs and expenses in connection with registration and maintenance of registration of the Trust and of its shares with the Securities and Exchange Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel) and the costs and expense of preparing, printing (including typesetting) and distributing prospectuses for such purposes; all expenses of shareholders' and Trustees' meetings and of preparing, printing and mailing proxy statements and reports to shareholders; fees and travel expenses of Trustees or members of any advisory board or committee who are not employees of the Investment Manager or any corporate affiliate of the Investment Manager; all expenses incident to the payment of any dividend or distribution program; charges and expenses of any outside pricing services; charges and expenses of legal counsel, including counsel to the Independent Trustees of the Trust, and independent accountants in connection with any matter relating to the Trust (not including compensation or expenses of attorneys employed by the Investment Manager); membership dues of industry associations; interest payable on Trust borrowings; fees and expenses incident to the listing of the Trust's shares on any stock exchange; postage; insurance premiums on property or personnel (including officers and Trustees) of the Trust which inure to its benefit; extraordinary expenses (including, but not limited to, legal claims, liabilities, litigation costs and any indemnification related thereto); and all other charges and costs of the Trust's operations unless otherwise explicitly provided in the Management Agreement. The Management Agreement provides that it shall continue in effect until April 30, 1994 and that, after the initial period of effectiveness, it will continue in effect from year to year thereafter provided such continuance is approved at least annually by vote of a majority, as defined in the Act, of the outstanding voting securities of the Trust or by the Trustees of the Trust, and, in either event, by the vote cast in person by a majority of the Trustees who are not parties to the Management Agreement or "interested persons" of any such party (as defined in the Act) at a meeting called for the purpose of voting on such approval. The Management Agreement's continuation until April 30, 1995 was approved by the Trustees, including a majority of the Independent Trustees, at a Meeting of the Trustees held on April 8, 1994, called for the purpose of approving the Management Agreement The Management Agreement also provides that it may be terminated at a any time by the Investment Manager, the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Trust, in each instance without the payment of any penalty, on thirty days' notice and will automatically terminate upon any assignment. Effective December 31, 1993, pursuant to a Services Agreement between InterCapital and its wholly-owned subsidiary, DWSC, DWSC began to provide the administrative services to the Trust which were previously performed directly by InterCapital. The foregoing internal reorganization did not result in any change in the nature or scope of the administrative services being provided to the Trust or any of the fees being paid by the Trust for the overall services being performed under the terms of the Management Agreement. 9 THE INVESTMENT MANAGER Dean Witter InterCapital Inc. is the Trust's investment manager. InterCapital maintains its offices at Two World Trade Center, New York, New York 10048. InterCapital, which was incorporated in July, 1992, is a wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), a balanced financial services organization providing a broad range of nationally marketed credit and investment products. As noted above, in an internal reorganization which took place in January, 1993, InterCapital assumed the investment advisory, management and administrative activities previously performed by the InterCapital Division of DWR. The Principal Executive Officer and Directors of InterCapital, and their principal occupations, are: Philip J. Purcell, Chairman of the Board of Directors and Chief Executive Officer of DWDC and DWR and Director of InterCapital, DWSC and Distributors; Richard M. DeMartini, President, Chief Operating Officer of Dean Witter Capital and Director of DWR, Distributors, InterCapital and DWSC; James F. Higgins, President, Chief Operating Officer of Dean Witter Financial and Director of DWR, Distributors, InterCapital and DWSC; Charles A. Fiumefreddo, Executive Vice President and Director of DWR and Chairman of the Board of Directors and Chief Executive Officer of InterCapital, DWSC and Distributors; Christine A. Edwards, Executive Vice President, Secretary, General Counsel and Director of DWR and Distributors, and Director of InterCapital and DWSC; and Thomas C. Schneider, Executive Vice President, Chief Financial Officer and Director of DWR, Distributors, InterCapital and DWSC. The business address of the foregoing Directors and Executive Officers is Two World Trade Center, New York, New York 10048. InterCapital and its wholly-owned subsidiary, DWSC, serve in various investment management, advisory, management and administrative capacities to investment companies and pension plans and other institutional and individual investors. The Appendix lists the investment companies for which InterCapital provides investment management or investment advisory services and sets forth the net assets of and the fees payable by such companies. DWDC has its offices at Two World Trade Center, New York, New York 10048. There are various lawsuits pending against DWDC involving material amounts which, in the opinion of its management, will be resolved with no material effect on the consolidated financial position of the company. During the fiscal year ended January 31, 1994, the Trust accrued to Dean Witter Trust Company, the Trust's Transfer Agent and an affiliate of the Investment Manager, transfer agency fees of $53,615. PORTFOLIO TRANSACTIONS AND BROKERAGE Subject to the general supervision of the Board, the Investment Manager is responsible for decisions to buy and sell securities for the Trust and arranges for the execution of portfolio securities transactions on behalf of the Trust. Purchases of portfolio securities are made from dealers, underwriters and issuers; sales, if any, prior to maturity, are made to dealers and issuers. The Trust does not normally incur any brokerage commission expense on such transactions. In accordance with its investment policies, the Trust's principal investments are in debt securities which are generally traded on a "net" basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred to as the underwriter's concession or discount. When securities are purchased or sold directly from or to an issuer, no commissions or discounts are paid. Options and futures transactions will usually be effected through 10 a broker and a commission will be charged. On occasion, the Trust may also purchase certain money market instruments directly from an issuer, in which case no commissions or discounts are paid. The policy of the Trust regarding purchases and sales of securities for its portfolio is that primary consideration will be given to obtaining the most favorable price and efficient execution of transactions. In seeking to implement the Trust's policy, the Investment Manager will effect transactions with those dealers who the Investment Manager believes provide the most favorable prices and are capable of providing efficient executions. If the Investment Manager believes such price and execution can be obtained from more than one dealer, it may give consideration to placing portfolio transactions with those dealers who also furnish research and other services to the Trust or the Investment Manager. Such services may include, but are not limited to, any one or more of the following: information as to the availability of securities for purchase or sale; statistical or factual information or opinions pertaining to investments; wire services; and appraisals or evaluations of portfolio securities. In transactions effected with a dealer, acting as principal, who furnishes research services to the Trust, the Trust will not purchase securities at a higher price, or sell securities at a lower price, than would be the case if the dealer had not furnished such services. The information and services received by the Investment Manager from brokers and dealers may be of benefit to the Investment Manager in the management of accounts of some or all of its other clients and may not in all cases benefit the Trust directly. While such services are useful and important in supplementing its own research and facilities, the Investment Manager believes the value of such services is not determinable and does not significantly reduce its expenses. The Trust does not reduce the management fee it pays to the Investment Manager by any amount that may be attributable to the value of such services. During the fiscal year ended January 31, 1994, the Trust paid no brokerage commissions and the portfolio turnover rate of the Trust was 231%. Pursuant to an Order of the Securities and Exchange Commission, the Trust may effect principal transactions in certain money market instruments with DWR. The Trust will limit its transactions with DWR to U.S. Government and Government Agency Securities, bank money instruments (i.e., certificates of deposit and banker's acceptances) and commercial paper. Such transactions will be effected with DWR only when the price available from DWR is better than that available from other dealers. Consistent with the policies described above, brokerage transactions in securities listed on exchanges or admitted to unlisted trading privileges may be effected through DWR. In order for DWR to effect any portfolio transactions for the Trust, the commissions, fees or other remuneration received by DWR must be reasonable and fair compared to the commissions, fees or other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. This standard would allow DWR to receive no more than the remuneration which would be expected to be received by an unaffiliated broker in a commensurate arm's-length transaction. Furthermore, the Board, including a majority of the Independent Trustees, have adopted procedures which are reasonably designed to provide that any commissions, fees or other remuneration paid to DWR are consistent with the foregoing standard. During the fiscal year ended January 31, 1994, the Trust paid no brokerage commissions to DWR. (3) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Trustees have unanimously selected the firm of Price Waterhouse as the Trust's independent accountants for the fiscal year ending January 31, 1995. Price Waterhouse has been the independent accountants for the Trust since its inception, and has no direct or indirect financial interest in the Trust. 11 A representative of Price Waterhouse is expected to be present at the Annual Meeting of Shareholders and will be available to make a statement, if he or she so desires, and to respond to appropriate questions of shareholders. The affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Annual Meeting is required for ratification of the selection of Price Waterhouse as the independent accountants for the Trust. Abstentions and broker "non-votes" will have the same effect as a vote against the proposal. THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE SELECTION OF PRICE WATERHOUSE AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST. 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 Trust's shares present in person or by proxy at the Meeting. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of Proposal Two and will vote against any such adjournment those proxies required to be voted against that proposal. SHAREHOLDERS PROPOSALS Proposals of security holders intended to be presented at the next Annual Meeting of Shareholders must be received no later than February 23, 1995 for inclusion in the proxy statement for that meeting. 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. FINANCIAL STATEMENTS OF THE INVESTMENT MANAGER The balance sheet of InterCapital, annexed hereto as an Exhibit, is required by Rule 20a-2 under the Act. THIS IS NOT A FINANCIAL STATEMENT OF THE TRUST. The Trust's financial statements are set forth in its Annual Report for the fiscal year ended January 31, 1994, copies of which were previously sent to shareholders. By Order of the Board of Trustees SHELDON CURTIS SECRETARY 12 APPENDIX InterCapital serves as investment manager or investment adviser to the following investment companies, with the net assets shown as of April 14, 1994: (1) Dean Witter High Yield Securities Inc., with assets of approximately $551 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.30% on assets over $3 billion; (2) Dean Witter Liquid Asset Fund Inc., with assets of approximately $8.8 billion, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.248% on assets over $17.5 billion; (3) Dean Witter Tax-Exempt Securities Trust, with assets of approximately $1.5 billion, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various assets levels to 0.325% on assets over $1.25 billion; (4) Dean Witter Tax-Free Daily Income Trust, with assets of approximately $638 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.25% on assets over $3 billion; (5) Dean Witter American Value Fund, with assets of approximately $1.4 billion, for an investment management fee at an annual rate of 0.625% on assets up to $250 million and 0.50% on assets over $250 million; (6) Dean Witter Dividend Growth Securities Inc., with assets of approximately $6.5 billion, for an investment management fee at an annual rate of 0.625% on assets up to $250 million, scaled down at various asset levels to 0.325% on assets over $8 billion; (7) Dean Witter Variable Investment Series, with assets of approximately $2.5 billion, for an investment management fee at an annual rate of 1.0% (of which 40% is paid to a Sub-Adviser) of the net assets of each of the European Growth Portfolio and the Pacific Growth Portfolio, 0.75% of the net assets of the Global Dividend Growth Portfolio, 0.65% of the net assets of the Capital Growth Portfolio, 0.65% of the net assets of the Utilities Portfolio up to $500 million and 0.55% of the net assets of the Portfolio over $500 million, 0.625% of the net assets of the Dividend Growth Portfolio up to $500 million and 0.50% of the net assets of the Portfolio over $500 million, and 0.50% of the net assets of each of the other five Portfolios; (8) Dean Witter Select Municipal Reinvestment Fund, with assets of approximately $92 million, for an investment management fee at an annual rate of 0.50%; (9) Active Assets Money Trust, with assets of approximately $4.2 billion, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.25% on assets over $3 billion; (10) Active Assets Tax-Free Trust, with assets of approximately $1.5 billion, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.25% on assets over $3 billion; (11) Active Assets California Tax-Free Trust, with assets of approximately $296 million, for an investment management fee of 0.50% on assets up to $500 million, scaled down at various levels to 0.25% on assets over $3 billion; (12) Active Assets Government Securities Trust, with assets of approximately $532 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.25% on assets over $3 billion; (13) Dean Witter Natural Resource Development Securities Inc., with assets of approximately $136 million, for an investment management fee at an annual rate of 0.625% on assets up to $250 million and 0.50% on assets over $250 million; (14) Dean Witter U.S. Government Money Market Trust, with assets of approximately $808 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.25% on assets over $3 billion; (15) Dean Witter Developing Growth Securities Trust, with assets of approximately $310 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million and 0.475% on assets over $500 million; (16) Dean Witter U.S. Government Securities Trust, with assets of approximately $11 billion, for an investment management fee at an annual rate of 0.50% on assets up to $1 billion, scaled down at various asset levels to 0.30% on assets over $12.5 billion; (17) Dean Witter California Tax-Free Income Fund, with assets of approximately $1.1 billion, for an investment management fee at an annual rate of 0.55% on assets up to $500 million, scaled down at various asset I-1 levels to 0.475% on assets over $1 billion; (18) Dean Witter New York Tax-Free Income Fund, with assets of approximately $229 million, for an investment management fee at an annual rate of 0.55% on assets up to $500 million and 0.525% on assets over $500 million; (19) Dean Witter Convertible Securities Trust, with assets of approximately $199 million, for an investment management fee at an annual rate of 0.60% on assets up to $750 million, scaled down at various asset levels to 0.425% on assets over $3 billion; (20) Dean Witter Federal Securities Trust, with assets of approximately $969 million, for an investment management fee at an annual rate of 0.55% on assets up to $1 billion, scaled down at various asset levels to 0.35% on assets over $12.5 billion; (21) InterCapital Income Securities Inc., with assets of approximately $216 million, for an investment management fee at an annual rate of 0.50%; (22) Dean Witter Value-Added Market Series, with assets of approximately $345 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million and 0.45% on assets over $500 million; (23) Dean Witter Utilities Fund, with assets of approximately $3.4 billion, for an investment management fee at an annual rate of 0.65% on assets up to $500 million, scaled down at various asset levels to 0.425% on assets over $5 billion; (24) Dean Witter California Tax-Free Daily Income Trust, with assets of approximately $275 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.25% on assets over $3 billion; (25) Dean Witter Managed Assets Trust, with assets of approximately $267 million, for an investment management fee at an annual rate of 0.60% on assets up to $500 million and 0.55% on assets over $500 million; (26) High Income Advantage Trust, with assets of approximately $181 million, for an investment management fee at an annual rate of 0.75% on assets up to $250 million, scaled down at various asset levels to 0.30% on assets over $1 billion; (27) High Income Advantage Trust II, with assets of approximately $241 million, for an investment management fee at an annual rate of 0.75% on assets up to $250 million, scaled down at various asset levels to 0.30% on assets over $1 billion; (28) High Income Advantage Trust III, with assets of approximately $93 million, for an investment management fee at an annual rate of 0.75% on assets up to $250 million, scaled down at various asset levels to 0.30% on assets over $1 billion; (29) Dean Witter Strategist Fund, with assets of approximately $802 million, for an investment management fee at an annual rate of 0.60% on assets up to $500 million, scaled down at various asset levels to 0.50% on assets over $1 billion; (30) Dean Witter Intermediate Income Securities, with assets of approximately $248 million, for an investment management fee at an annual rate of 0.60% on assets up to $500 million, scaled down at various asset levels to 0.30% on assets over $1 billion; (31) Dean Witter World Wide Income Trust, with assets of approximately $220 million, for an investment management fee at an annual rate of 0.75% on assets up to $250 million, scaled down at various asset levels to 0.30% on assets over $1 billion; (32) Dean Witter Government Income Trust, with assets of approximately $512 million, for an investment management fee at an annual rate of 0.60%; (33) Dean Witter New York Municipal Money Market Trust, with assets of approximately $43 million, for an investment management fee at an annual rate of 0.50% on assets up to $500 million, scaled down at various asset levels to 0.25% on assets over $3 billion; (34) Dean Witter European Growth Fund Inc., with assets of approximately $636 million, for an investment management fee at an annual rate of 1.0% on assets up to $500 million and 0.95% on assets over $500 million (of which 40% is paid to a Sub-Adviser); (35) Dean Witter Capital Growth Securities, with assets of approximately $527 million, for an investment management fee at an annual rate of 0.65% on assets up to $500 million, scaled down at various asset levels to 0.475% on assets over $1.5 billion; (36) Dean Witter Precious Metals and Minerals Trust, with assets of approximately $70 million, for an investment management fee at an annual rate of 0.80%; (37) Dean Witter Global Short-Term Income Fund Inc., with assets of approximately $237 million, for an investment management fee at an annual rate of 0.55% on assets up to $500 million and 0.50% on assets over $500 million; (38) Dean Witter Pacific Growth Fund Inc., with assets of approximately $1.2 billion, for an investment management fee at an annual rate of 1.0% on assets up to $1 billion and 0.95% on assets over $1 billion (of which 40% is paid to a Sub-Adviser); (39) InterCapital Insured Municipal Bond Trust, with assets of approximately $118 million, for an investment management fee at an annual I-2 rate of 0.35%; (40) InterCapital Quality Municipal Investment Trust, with assets of approximately $415 million, for an investment management fee at an annual rate of 0.35%; (41) InterCapital Insured Municipal Trust, with assets of approximately $534 million, for an investment management fee at an annual rate of 0.35%; (42) InterCapital Quality Municipal Income Trust, with assets of approximately $842 million, for an investment management fee at an annual rate of 0.35%; (43) Dean Witter Multi-State Municipal Series Trust, with assets of approximately $462 million, for an investment management fee at an annual rate of 0.35% of the net assets of each Series; (44) Dean Witter Premier Income Trust, with assets of approximately $59 million, for an investment management fee at an annual rate of 0.50% (of which 40% is paid to a Sub-Adviser); (45) Dean Witter Short-Term U.S. Treasury Trust, with assets of approximately $572 million, for an investment management fee at an annual rate of 0.35%; (46) Dean Witter Diversified Income Trust, with assets of approximately $323 million, for an investment management fee at an annual rate of 0.40%; (47) Dean Witter Health Sciences Trust, with assets of approximately $262 million, for an investment management fee at an annual rate of 1.0%; (48) Dean Witter Retirement Series, with assets of approximately $29 million, for an investment management fee at an annual rate of 1.0% of the net assets of the Global Equity Series, 0.85% of the net assets of each of the American Value Series, the Capital Growth Series and the Strategist Series, 0.75% of the net assets of each of the Dividend Growth Series and the Utilities Series, 0.65% of the net assets of each of the U.S. Government Securities Series and the Intermediate Income Securities Series, and 0.50% of the net assets of each of the Liquid Asset Series, the U.S. Government Money Market Series and the Value-Added Market Series; (49) InterCapital Insured Municipal Income Trust, with assets of approximately $697 million, for an investment management fee at an annual rate of 0.35%; (50) InterCapital California Insured Municipal Income Trust, with assets of approximately $274 million, for an investment management fee at an annual rate of 0.35%; (51) Dean Witter Global Dividend Growth Securities, with assets of approximately $1.2 billion, for an investment management fee at an annual rate of 0.75%; (52) InterCapital Quality Municipal Securities, with assets of approximately $454 million, for an investment management fee at an annual rate of 0.35%; (53) InterCapital California Quality Municipal Securities, with assets of approximately $236 million, for an investment management fee at an annual rate of 0.35%; (54) InterCapital New York Quality Municipal Securities, with assets of approximately $107 million, for an investment management fee at an annual rate of 0.35%; (55) Dean Witter Limited Term Municipal Trust, with assets of approximately $159 million, for an investment management fee at an annual rate of 0.50%; (56) Dean Witter Short-Term Bond Fund, with assets of approximately $43 million, for an investment management fee at an annual rate of 0.70%; (57) InterCapital Insured Municipal Securities, with assets of approximately $143 million, for an investment management fee at an annual rate of 0.35%; (58) InterCapital Insured California Municipal Securities, with assets of approximately $63 million, for an investment management fee at an annual rate of 0.35%; (59) Municipal Income Trust, with assets of approximately $334 million, for an investment advisory fee at an annual rate of 0.35% on assets up to $250 million and 0.25% on assets over $250 million; (60) Municipal Income Trust II, with assets of approximately $291 million, for an investment advisory fee at an annual rate of 0.40% on assets up to $250 million and 0.30% on assets over $250 million; (61) Municipal Income Trust III, with assets of approximately $64 million, for an investment advisory fee at an annual rate of 0.40% on assets up to $250 million and 0.30% on assets over $250 million; (62) Municipal Income Opportunities Trust, with assets of approximately $180 million, for an investment advisory fee at an annual rate of 0.50%; (63) Municipal Income Opportunities Trust II, with assets of approximately $177 million, for an investment advisory fee at an annual rate of 0.50%; (64) Municipal Income Opportunities Trust III, with assets of approximately $107 million, for an investment advisory fee at an annual rate of 0.50%; (65) Municipal Premium Income Trust, with assets of approximately $391 million, for an investment advisory fee at an annual rate of 0.40%; (66) Prime Income Trust, with assets of approximately $268 million, for an investment advisory fee at an annual rate of 0.90% on assets up to $500 million and 0.85% on assets over $500 million; and (67) Dean Witter Global Utilities Fund, a new investment company, for an investment manage- I-3 ment fee at an annual rate of 0.65%. InterCapital also serves as Investment Adviser of Dean Witter World Wide Investment Trust and Dean Witter World Wide Investment Fund, along with Daiwa International Capital Management Corp. and NatWest Investment Management Limited. Dean Witter World Wide Investment Trust had assets of approximately $502 million and InterCapital receives an Investment Adviser's fee at an annual rate of 0.55% of the Trust's daily net assets up to $500 million and 0.5225% of the Trust's daily net assets over $500 million. Shares of Dean Witter World Wide Investment Fund, an investment company organized under the laws of Luxembourg, are not offered for purchase in the United States or to American citizens outside of the United States. InterCapital also serves as sub-adviser to Templeton Global Opportunities Trust, with assets of approximately $441 million, for which it receives a fee of 0.25% per annum. I-4 EXHIBIT INDEPENDENT AUDITORS' REPORT Board of Directors and Stockholders of Dean Witter InterCapital Inc.: We have audited the accompanying balance sheet of Dean Witter InterCapital Inc. (the "Company") (a wholly-owned subsidiary of Dean Witter, Discover & Co.) as of December 31, 1993. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such balance sheet presents fairly, in all material respects, the financial position of Dean Witter InterCapital Inc. at December 31, 1993 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE February 28, 1994 A-1 DEAN WITTER INTERCAPITAL INC. CONSOLIDATED BALANCE SHEET DECEMBER 31, 1993 - -------------------------------------------------------------------------------- (In Thousands)
ASSETS Cash and cash equivalents.............................................................. $ 57,810 Management and administration fees receivable.......................................... 27,010 Investments............................................................................ 7,644 Office facilities, at cost (less accumulated depreciation and amortization of $5,122)............................................................................... 3,892 Other assets........................................................................... $ 18,176 --------- $ 114,532 --------- --------- LIABILITIES AND STOCKHOLDER'S EQUITY Income taxes payable (Note 3).......................................................... $ 45,545 Dividends payable...................................................................... 12,662 Accrued compensation and employee benefits............................................. 12,337 Payable to affiliate................................................................... 4,000 Other liabilities...................................................................... 14,988 --------- Total liabilities.............................................................. 89,532 --------- --------- Stockholder's equity: Common stock, $.01 par value; 1,000 shares authorized and outstanding................ -- Additional paid-in capital........................................................... 10,000 Retained earnings.................................................................... 15,000 --------- Total stockholder's equity..................................................... 25,000 --------- $ 114,532 --------- ---------
See notes to consolidated balance sheet. A-2 DEAN WITTER INTERCAPITAL INC. NOTES TO CONSOLIDATED BALANCE SHEET 1. INTRODUCTION AND BASIS OF PRESENTATION The consolidated balance sheet includes the accounts of Dean Witter InterCapital Inc. and its wholly-owned subsidiaries (the "Company"). The Company is wholly-owned by Dean Witter, Discover & Co. ("DWDC"), which was formerly a subsidiary of Sears, Roebuck and Co. ("Sears"). All material intercompany balances and transactions with its subsidiaries have been eliminated. On March 1, 1993, DWDC completed an initial public offering of 33.8 million shares of its common stock at $27 per share. This transaction had the effect of reducing Sears ownership in DWDC to 80.1 percent. On June 30, 1993, Sears divested its remaining ownership of DWDC's common stock by means of a special dividend to Sears shareholders. On December 22, 1993, Dean Witter Reynolds Inc. ("DWR") transferred the net assets of the Company in the form of a dividend to DWDC. Prior to December 22, 1993, the Company was wholly-owned by DWR, a wholly-owned subsidiary of DWDC. The Company is a registered investment adviser under the Investment Advisers Act of 1940. The Company sponsors and performs management and administrative services for mutual funds, principally those sold by DWR ("DWR funds"). The Company also performs such services for individual, institutional, trust and estate accounts. The Company commenced operations in January 1993 and assumed the advisory business of DWR. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash equivalents consist of highly liquid investments not held for resale with maturities, when purchased, of three months or less. Fixed assets are generally depreciated utilizing accelerated methods over useful lives of five to eight years. Leasehold improvements are amortized over the lesser of the lease term or useful life. 3. INCOME TAXES The Company provides deferred income taxes which result from recording certain transactions in different years for tax and financial reporting purposes. Payments for income taxes are limited to those which would result from the Company filing a separate federal income tax return. The Company has available net operating loss carryforwards at December 31, 1993 in the amount of $112,200,000 which begin to expire in 2002. 4. RELATED PARTY TRANSACTIONS Certain administrative services are provided by DWR which are reimbursed by the Company. 5. EMPLOYEE BENEFIT PLANS Substantially all employees are covered by a non-contributory defined benefit pension plan sponsored by DWR. Pension benefits are based on length of service and average annual compensation. Certain employees are covered by postretirement plans sponsored by DWR that provide medical and life insurance for retirees and eligible dependents. Eligibility for retiree medical and life benefits is generally based on a combination of age and years of service at retirement. The Company reimburses DWR for pension and other postretirement benefit expenses. A-3 6. LITIGATION The Company has been named as a defendant in various lawsuits. It is the opinion of management, after consultation with outside counsel, that the resolution of such suits will not have a material adverse effect on the consolidated financial condition of the Company. 7. FINANCIAL INSTRUMENTS FAIR VALUE INFORMATION The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required to develop estimates of fair value. Substantially all financial instruments on the Company's consolidated balance sheet are carried at fair value or at amounts which approximate fair value. A-4 HIGH INCOME ADVANTAGE TRUST III ANNUAL MEETING OF SHAREHOLDERS -- JUNE 15, 1994 PROXY The undersigned hereby appoints ROBERT M. SCANLAN, EDMUND C. PUCKHABER, SHELDON CURTIS, 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 15, 1994 at 9:00 a.m., New York City time, and at any adjournment thereof, on the proposals set forth in the Notice of Meeting dated April 21, 1994 as follows: THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND FOR THE PROPOSALS. (Continued, and to be dated and signed on reverse side.) PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK. 1 ELECTION OF TRUSTEES: / / FOR ALL NOMINEES / / WITHHOLD AUTHORITY (except as marked to the (to vote for all nominees contrary below) listed below) Jack F. Bennett, Michael Bozic, Charles A. Fiumefreddo, John E. Jeuck, Philip J. Purcell, John L. Schroeder (INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name on the space provided below.)
- -------------------------------------------------------------------------------- 2 APPROVAL OF INVESTMENT 3 RATIFICATION OF APPOINTMENT MANAGEMENT AGREEMENT: OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS: / / FOR / / AGAINST / / / / FOR / / AGAINST / / ABSTAIN ABSTAIN and in their discretion in the transaction of any other business which may properly come before the meeting. 096
Please sign personally. If the share is registered in more than one name, each joint owner or each fiduciary should sign personally. Only authorized officers should sign for Incorporations. Dated --------------------------------- --------------------------------- Signature --------------------------------- Signature IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----