<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6 (e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11 ( c) or
Section 240.14
Morgan Stanley Dean Witter Insured Municipal Trust Morgan
Stanley Dean Witter Insured Municipal Bond Trust Morgan
Stanley Dean Witter Insured Municipal Income Trust Morgan
Stanley Dean Witter California Insured Municipal Income Trust
Morgan Stanley Dean Witter Quality Municipal Investment Trust
-------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Lou Anne D. 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:
<PAGE>
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY DEAN WITTER CALIFORNIA INSURED
MUNICIPAL INCOME TRUST
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD OCTOBER 28, 1999
Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER INSURED MUNICIPAL TRUST, MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL
BOND TRUST, MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST, MORGAN
STANLEY DEAN WITTER CALIFORNIA INSURED MUNICIPAL INCOME TRUST, and MORGAN
STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST, (individually, a
"Trust" and, collectively, the "Trusts"), unincorporated business trusts
organized under the laws of the Commonwealth of Massachusetts, will be held
jointly in Conference Room A, Forty-Fourth Floor, Two World Trade Center, New
York, New York 10048, on October 28, 1999 at 11:00 a.m., New York City time,
for the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. For MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST and MORGAN
STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST, to elect one (1)
Trustee to serve until the year 2002 Annual Meeting of each Trust and for
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST, MORGAN STANLEY
DEAN WITTER INSURED MUNICIPAL INCOME TRUST and MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL INCOME TRUST, to elect two (2) Trustees, to
serve until the year 2002 Annual Meeting of each Trust, or in each case
until their successors shall have been elected and qualified;
2. For each Trust, to ratify or reject the selection of
PricewaterhouseCoopers LLP as each Trust's independent accountants for each
Trust's fiscal year ending October 31, 1999; and
3. To transact such other business as may properly come before the
Meetings or any adjournments thereof.
MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
For each Trust, to elect one (1) Trustee to serve until the year 2002
Annual Meeting of each Trust or until his successor shall have been elected and
qualified.
Shareholders of record of each Trust as of the close of business on July
29, 1999 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. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the applicable Trust's shares present in person
or by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which have been received by the date of the
Meeting.
BARRY FINK
Secretary
August 10, 1999
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. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY DEAN WITTER CALIFORNIA INSURED
MUNICIPAL INCOME TRUST
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
-----------------
JOINT PROXY STATEMENT
-----------------
ANNUAL MEETINGS OF SHAREHOLDERS
OCTOBER 28, 1999
This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL TRUST ("INSURED MUNI TRUST"), MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL BOND TRUST ("INSURED MUNI BOND"), MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL INCOME TRUST ("INSURED MUNI INCOME"), MORGAN STANLEY DEAN
WITTER CALIFORNIA INSURED MUNICIPAL INCOME TRUST ("CAL INSURED MUNI INCOME"),
and MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST ("QUALITY
MUNI INVESTMENT") (individually, a "Trust" and, collectively, the "Trusts") for
use at the Annual Meetings of Shareholders of the Trusts to be held jointly on
October 28, 1999 (the "Meeting(s)"), and at any adjournments thereof. The first
mailing of this Proxy Statement is expected to be made on or about August 12,
1999.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for the nominees for election as Trustee to be
elected by all shareholders ("Shareholders") with respect to each Trust, and
for the nominee to be elected by only the preferred shareholders ("Preferred
Shareholders") of each respective Trust and in favor of Proposal 2 set forth in
the attached Notice of Annual Meetings of Shareholders. A proxy may be revoked
at any time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Trusts, execution and delivery of a later
dated proxy to the Secretary of the Trusts (whether by mail or, as discussed
below, by touchtone telephone or the Internet) (if returned and received in
time to be voted), or attendance and voting at the Annual Meetings of
Shareholders. Attendance at the Meetings will not in and of itself revoke a
proxy.
Shareholders of record of each Trust as of the close of business on July
29, 1999, the record date for the determination of Shareholders entitled to
notice of and to vote at the Meetings (the "Record Date"), are entitled to one
vote for each share held and a fractional vote for a fractional share. No
person was known to own as much as 5% of the outstanding shares of any of the
Trusts on that date. The percentage ownership of shares of each Trust changes
from time to time depending on purchases and sales by Shareholders and the
total number of shares outstanding.
2
<PAGE>
The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:
<TABLE>
<CAPTION>
NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
JULY 29, 1999 JULY 29, 1999
NAME OF FUND (RECORD DATE) (RECORD DATE)
- ------------ ------------- -------------
<S> <C> <C>
INSURED MUNI TRUST .............. 22,405,613 2,600
INSURED MUNI BOND ............... 5,137,563 600
INSURED MUNI INCOME ............. 28,358,313 3,100
CAL INSURED MUNI INCOME ......... 12,808,913 1,300
QUALITY MUNI INVESTMENT ......... 18,037,613 2,100
</TABLE>
The cost of soliciting proxies for these Annual Meetings of Shareholders
for each Trust, consisting principally of printing and mailing expenses, will
be borne by each respective Trust. The solicitation of proxies will be by mail,
which may be supplemented by solicitation by mail, telephone or otherwise
through Trustees, officers of the Trusts, or officers and regular employees of
Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors" or the "Investment
Manager"), Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"), Morgan Stanley
Dean Witter Services Company Inc. ("MSDW Services") and/or Dean Witter Reynolds
Inc. ("DWR"), without special compensation therefor. In addition, each Trust
may employ William F. Doring & Co. as proxy solicitor, the cost of which is not
expected to exceed $3,000 for each Trust and will be borne by each respective
Trust.
Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this Proxy Statement. To vote by touchtone telephone, Shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, Shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to Shareholders whose shares are
held in street name.
In certain instances, 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 Trust has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner 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 or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the last vote
that is counted and will revoke all previous votes by the Shareholder. With
respect to the solicitation of a telephonic vote by William F. Doring & Co.,
additional expenses would include $7.00 per telephone vote transacted, $3.00
per outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers, which would be borne by each respective Trust.
3
<PAGE>
(1) ELECTION OF TRUSTEES FOR EACH TRUST
The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at eight. There are presently
eight Trustees for each Trust. At the Meetings, pursuant to each Trust's
Declaration of Trust, one nominee for INSURED MUNI TRUST and QUALITY MUNI
INVESTMENT and two nominees for INSURED MUNI BOND, INSURED MUNI INCOME and CAL
INSURED MUNI INCOME are to be elected to each Trust's Board of Trustees by the
holders of the Common Shares and the Preferred Shares of each respective Trust
voting together as a single class. Additionally, pursuant to each respective
Trust's Declaration of Trust and the Investment Company Act of 1940, as amended
(the "1940 Act"), one nominee Trustee for INSURED MUNI TRUST and QUALITY MUNI
INVESTMENT and one nominee Trustee for INSURED MUNI BOND, INSURED MUNI INCOME
and CAL INSURED MUNI INCOME is to be elected to the Board of Trustees of each
respective Trust by the holders of the Preferred Shares of each of those Trusts
voting separately as a single class, all as set forth below:
INSURED MUNI TRUST, QUALITY MUNI INSURED MUNI BOND, INSURED MUNI INCOME,
INVESTMENT-- CAL INSURED MUNI INCOME--
Until the year 2002 Annual Meeting Until the year 2002 Annual Meeting
- ---------------------------------- ----------------------------------
By all Shareholders: By all Shareholders:
Michael Bozic Wayne E. Hedien
John L. Schroeder
By only Preferred Shareholders:
Charles A. Fiumefreddo By only Preferred Shareholders:
Manuel H. Johnson
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trusts, as that term is defined in the 1940 Act. The other two current
Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are "interested
persons" (as that term is defined in the 1940 Act) of the Trusts and MSDW
Advisors and thus, are not Independent Trustees. The nominees for election as
Trustee have been proposed by the Trustees now serving, or in the case of the
nominees for positions as Independent Trustees, by the Independent Trustees now
serving. All of the members of the Boards have been elected previously by the
Shareholders of the Trusts.
The nominees of the Boards 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
INSURED MUNI TRUST and QUALITY MUNI INVESTMENT--Michael Bozic and Charles A.
Fiumefreddo; for INSURED MUNI BOND, INSURED MUNI INCOME and CAL INSURED MUNI
INCOME--Wayne E. Hedien, Manuel H. Johnson and John L. Schroeder. 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 or persons as the Boards may recommend or, in the case of an Independent
Trustee nominee, as the Independent Trustees of each Trust may recommend. All
of the nominees have consented to being named in this Proxy Statement and to
serve if elected. The Trusts know of no reason why any of the said nominees
would be unable or unwilling to accept nomination or election. With respect to
each Trust, the election of the nominees listed above to be elected by all
Shareholders requires the approval of a majority of the shares of the Trust
represented and entitled to vote at the Meeting (Common Shares and Preferred
Shares voting together as a single class). With respect to each Trust, the
election of the nominee listed above to be elected by only the Preferred
Shareholders requires the approval of a majority of the Preferred Shares of the
Trust represented and entitled to vote at the Meeting (voting separately as a
single class).
4
<PAGE>
Pursuant to the provisions of the Declaration of Trust of each Trust, in
certain cases as amended, the Trustees are divided into three separate classes,
each class having a term of three years. The term of office of one of each of
the three classes will expire each year.
The Board of each Trust previously determined that any nominee for
election as Trustee for each Trust will stand for election as Trustee and serve
as Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic and Fiumefreddo; Class II--Messrs. Hedien, Johnson and Schroeder; and
Class III--Messrs. Garn, Nugent and Purcell. Any nominee will, if elected,
serve a term of up to approximately three years running for the period assigned
to that class and terminating at the date of the Annual Meeting of Shareholders
so designated by the Boards, or any adjournments thereof. In addition, pursuant
to each Trust's Declaration of Trust and the 1940 Act, the Board of each Trust
previously determined that one of the Class I Trustees and one of the Class II
Trustees will be designated as Trustees to be elected by the Preferred
Shareholders voting separately. In this regard, Charles A. Fiumefreddo and
Manuel H. Johnson serve as Trustees of each Trust's Board of Trustees on behalf
of the Preferred Shareholders, the terms of each to expire with his designated
Class. In accordance with the above, the Trustees in Class I for INSURED MUNI
TRUST and QUALITY MUNI INVESTMENT and the Trustees in Class II for INSURED MUNI
BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME are standing for election
at the Meetings and, if elected, will serve until the year 2002 Annual
Meetings, or until their successors shall have been elected and qualified. As a
consequence of this method of election, the replacement of a majority of each
of the Boards could be delayed for up to two years.
The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Boards, includes his principal
occupations and employment for at least the last five years, his age, shares of
each Trust owned, if any, as of July 29, 1999 (shown in parentheses), positions
with the Trusts, and directorships or trusteeships in companies which file
periodic reports with the Securities and Exchange Commission, including the 90
investment companies, including the Trusts, for which MSDW Advisors serves as
investment manager or investment adviser (referred to herein as the "Morgan
Stanley Dean Witter Funds") and the 3 investment companies, TCW/DW Term Trust
2000, TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003, for which MSDW
Advisors' wholly-owned subsidiary, MSDW Services, serves as manager and TCW
Funds Management, Inc. serves as investment adviser (referred to herein as the
"TCW/DW Term Trusts").
The nominee for Trustee to be elected at the Meetings of INSURED MUNI
TRUST and QUALITY MUNI INVESTMENT by all Shareholders is:
MICHAEL BOZIC, Trustee of each Trust since April, 1994*; age 58; Director
or Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; Vice Chairman of Kmart Corporation (since
December, 1998); formerly Chairman and Chief Executive Officer of Levitz
Furniture Corporation (November, 1995-November, 1998); 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.
The nominees for Trustee to be elected at the Meetings of INSURED MUNI
BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME by all Shareholders are:
WAYNE E. HEDIEN, Trustee of each Trust since September, 1997*; age 65;
Retired; Director or Trustee of the Morgan Stanley Dean Witter Funds, the
TCW/DW Term Trusts and Discover Brokerage Index Series;
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
5
<PAGE>
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.
JOHN L. SCHROEDER, Trustee of each Trust since April, 1994*; age 69;
Retired; Chairman of the Derivatives Committee and Director or Trustee of the
Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage
Index Series; Director of Citizens Utilities Company (telecommunications, gas,
electric and water utilities company), formerly Executive Vice President and
Chief Investment Officer of the Home Insurance Company (August, 1991-September,
1995).
The nominee for Trustee to be elected at the Meetings of INSURED MUNI
TRUST and QUALITY MUNI INVESTMENT by only the Preferred Shareholders is:
CHARLES A. FIUMEFREDDO, Trustee of each Trust since July, 1991*; age 66;
Chairman, Director or Trustee and Chief Executive Officer of the Morgan Stanley
Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
formerly, Chairman, Chief Executive Officer and Director of MSDW Advisors, MSDW
Services and Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"), Executive Vice President of DWR, Chairman and Director of MSDW
Trust and Director and/or officer of various Morgan Stanley Dean Witter & Co.
("MSDW") subsidiaries (until June, 1998).
The nominee for Trustee to be elected at the Meetings of INSURED MUNI
BOND, INSURED MUNI INCOME and CAL INSURED MUNI INCOME by only the Preferred
Shareholders is:
MANUEL H. JOHNSON, Trustee of each Trust since July, 1991*; age 50; 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; Chairman of the Audit Committee and Director or Trustee of the
Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage
Index Series; Director of Greenwich Capital Markets, Inc. (broker-dealer) and
NVR, Inc. (home construction); Chairman and Trustee of the Financial Accounting
Foundation (oversight organization for the Financial Accounting Standards
Board); formerly Vice Chairman of the Board of Governors of the Federal Reserve
System (1986-1990) and Assistant Secretary of the U.S. Treasury (1982-1986).
The Trustees who are not standing for re-election at any of the Meetings
are:
EDWIN JACOB (JAKE) GARN, Trustee of each Trust since January, 1993*; age
67; Director or Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW
Term Trusts and Discover Brokerage Index Series; 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
(chemical company); Director of Franklin Covey (time management systems), BMW
Bank of North America, Inc. (industrial loan corporation), United Space
Alliance (joint venture between Lockheed Martin and the Boeing Company) and
Nuskin Asia Pacific (multilevel marketing); member of the board of various
civic and charitable organizations.
MICHAEL E. NUGENT, Trustee of each Trust since July, 1991*; age 63;
General Partner, Triumph Capital, L.P., a private investment partnership;
Chairman of the Insurance Committee and Director or Trustee of the Morgan
Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index
Series; formerly Vice President, Bankers Trust Company and BT Capital
Corporation (1984-1988); director of various business organizations.
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
6
<PAGE>
PHILIP J. PURCELL, Trustee of each Trust since April, 1994*; age 55;
Chairman of the Board of Directors and Chief Executive Officer of MSDW, DWR and
Novus Credit Services Inc.; Director of MSDW Distributors; Director or Trustee
of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series; Director and/or officer of various MSDW subsidiaries.
The executive officers of each Trust are: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; Ronald E. Robison,
Vice President; Robert S. Giambrone, Vice President; Joseph J. McAlinden, Vice
President; James F. Willison, Vice President; and Thomas F. Caloia, Treasurer.
In addition, Peter M. Avelar, Jonathan R. Page, Joseph R. Arcieri, Gerard J.
Lian and Katherine H. Stromberg are Vice Presidents of each Trust and Frank
Bruttomesso, Marilyn K. Cranney, Natasha Kassian, Todd Lebo, LouAnne D.
McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries of each
Trust.
Mr. Merin is 45 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December 1998), President, Director
(since April, 1997) and Chief Executive Officer (since June, 1998) of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
the MSDW Distributors (since June, 1998), Chairman and Chief Executive Officer
(since June, 1998) and Director (since January, 1998) of MSDW Trust, President
of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series, (since May, 1999) and Director of various other MSDW
subsidiaries. Mr. Fink is 44 years old and is currently Senior Vice President
(since March 1997), Secretary and General Counsel (since February 1997) and
Director (since July, 1998) of MSDW Advisors and MSDW Services and (since
August 1996) Assistant Secretary of DWR; Vice President, Secretary and General
Counsel of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts
(since February 1997) and Discover Brokerage Index Series; he is also Senior
Vice President (since March 1997), Assistant Secretary and Assistant General
Counsel of MSDW Distributors (since February 1997). He was previously First
Vice President, Assistant Secretary and Assistant General Counsel of MSDW
Advisors and MSDW Services. Mr. Robison is 60 years old and is currently
Executive Vice President and Chief Administrative Officer (since September
1998) and Director (since February, 1999) of MSDW Advisors and MSDW Services;
prior thereto he was a Managing Director of the TCW Group, Inc. Mr. McAlinden
is 56 years old and is currently Executive Vice President and Chief Investment
Officer of MSDW Advisors and MSDW Services (since April 1996) and Director of
MSDW Trust (since April 1996). He was previously Senior Vice President of MSDW
Advisors (June 1995-April 1996) and prior thereto was a Managing Director at
Dillon Read. Mr. Giambrone is 45 years old and is currently Senior Vice
President of MSDW Advisors, MSDW Services, MSDW Distributors and MSDW Trust
(since August 1995) and Director of MSDW Trust (since April 1996). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. Caloia is 53 years old and is
currently First Vice President and Assistant Treasurer of MSDW Advisors and
MSDW Services. Mr. Willison is 55 years old and is currently Senior Vice
President of MSDW Advisors. Mr. Avelar is 41 years old and is currently Senior
Vice President of MSDW Advisors. Mr. Page is 52 years old and is currently
Senior Vice President of MSDW Advisors. Mr. Arcieri is 51 years old and is
currently Vice President of MSDW Advisors. Mr. Lian is 44 years old and is
currently Vice President of MSDW Advisors. Ms. Stromberg is 51 years old and is
currently Vice President of MSDW Advisors. Other than Messrs. Robison,
McAlinden and Giambrone, each of the above officers has been an employee of
MSDW Advisors or its affiliates for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees consists of eight (8) trustees. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Dean Witter Funds, and are referred to in this section as Trustees. As of
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
7
<PAGE>
the date of this Proxy Statement, there are a total of 90 Morgan Stanley Dean
Witter Funds, comprised of 126 portfolios. As of June 30, 1999, the Morgan
Stanley Dean Witter Funds had total net assets of approximately $129.2 billion
and more than six million shareholders.
Six Trustees (75% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
any stock or other securities issued by MSDW Advisors' parent company, MSDW.
These are the "disinterested" or "independent" Trustees.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley 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. All of the Independent Trustees serve as members of the Audit Committee.
In addition, three of the Trustees, including two Independent Trustees, serve
as members of the Derivatives Committee and the Insurance Committee.
During the calendar year ended December 31, 1998, the Audit Committee, the
Derivatives Committee, the Insurance Committee and the Independent Trustees
held a combined total of seventeen meetings.
The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among Funds in the same complex; and
approving fidelity bond and related insurance coverage and allocations, as well
as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; and reviewing
the independence of the independent accountants; considering the range of audit
and non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board.
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. Finally, the Board of each
Fund has formed an Insurance Committee to review and monitor the insurance
coverage maintained by the Funds.
The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Committee of the Independent Trustees, the Derivatives
Committee and the Insurance 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, the Derivatives
Committee or the Insurance Committee held while he served in such positions.
8
<PAGE>
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
COMMITTEE
OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES INSURANCE
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
INSURED MUNI TRUST ........... 10/31/98 6 12 2 2 2
INSURED MUNI BOND ............ 10/31/98 6 12 2 2 2
INSURED MUNI INCOME .......... 10/31/98 6 12 2 2 2
CAL INSURED MUNI INCOME ...... 10/31/98 6 12 2 2 2
QUALITY MUNI INVESTMENT ...... 10/31/98 6 12 2 2 2
</TABLE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley 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
Morgan Stanley 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 Morgan Stanley Dean Witter Funds complex or Discover Brokerage Index Series
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 June 30, 1999, the total value of the
investments by the Trustees and/or their spouses in shares of the Morgan
Stanley Dean Witter Funds was approximately $40.4 million.
As of the record date for these meetings, the aggregate number of shares
of each Trust owned by the Trust's officers and Trustees as a group was less
than 1 percent of each Trust's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES
Each Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board of Trustees attended by the Trustee (each
Trust pays the Chairman of the Audit Committee an additional annual fee of
$750, and the Chairmen of the Derivatives and Insurance Committees additional
annual fees of $500). If a Board meeting and a meeting of the Independent
Trustees or a Committee meeting, or a meeting of the Independent Trustees
9
<PAGE>
and/or more than one Committee meeting, take place on a single day, the
Trustees are paid a single meeting fee by each Trust. Each Trust also
reimburses such Trustees for travel and other out-of-pocket expenses incurred
by them in connection with attending such meetings. Trustees who are or have
been employed by MSDW Advisors or an affiliated company receive no compensation
or expense reimbursement from the Trusts for their services as Trustee.
As of the date of this Proxy Statement, 57 of the Morgan Stanley Dean
Witter Funds, including each of the Trusts represented in this Proxy Statement,
have adopted a retirement program under which an Independent Trustee who
retires after serving for at least five years (or such lesser period as may be
determined by the Board) as an Independent Director or Trustee of any Morgan
Stanley Dean Witter Fund that has adopted the retirement program (each such
Fund referred to as an "Adopting Fund" and each such Trustee referred to as an
"Eligible Trustee") is entitled to retirement payments upon reaching the
eligible retirement age (normally, after attaining age 72). Annual payments are
based upon length of service. Currently, upon retirement, each Eligible Trustee
is entitled to receive from the Trust, commencing as of his or her retirement
date and continuing for the remainder of his or her life, an annual retirement
benefit (the "Regular Benefit") equal to 30.22% of his or her Eligible
Compensation plus 0.5036667% of such Eligible Compensation for each full month
of service as an Independent Director or Trustee of any Adopting Fund in excess
of five years up to a maximum of 60.44% 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 a lower percentage of the periodic amount when both spouses were
alive. Benefits under the retirement program are accrued as expenses on the
books of the Trusts. Such benefits are not secured or funded by the Trusts.
The following tables illustrate the compensation paid to each Trust's
Independent Trustees by each Trust for its last fiscal year, and the retirement
benefits accrued to each Trust's Independent Trustees by the Trust for its last
fiscal year and the estimated retirement benefits for the Trust's Independent
Trustees, to commence upon their retirement, as of the end of the Trust's last
fiscal year.
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST
<TABLE>
<CAPTION>
TRUST 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)
- --------------------------- ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,400 $412 10 60.44% $1,029
Edwin J. Garn ................. 1,550 719 10 60.44 1,029
Wayne E. Hedien ............... 1,500 654 9 51.37 875
Dr. Manuel H. Johnson ......... 1,500 275 10 60.44 1,029
Michael E. Nugent ............. 1,550 530 10 60.44 1,029
John L. Schroeder ............. 1,550 844 8 50.37 861
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
10
<PAGE>
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST
<TABLE>
<CAPTION>
TRUST 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)
- --------------------------- ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,400 $388 10 60.44% $971
Edwin J. Garn ................. 1,550 666 10 60.44 971
Wayne E. Hedien ............... 1,500 617 9 51.37 825
Dr. Manuel H. Johnson ......... 1,500 260 10 60.44 971
Michael E. Nugent ............. 1,550 495 10 60.44 971
John L. Schroeder ............. 1,550 784 8 50.37 815
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST
<TABLE>
<CAPTION>
TRUST 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)
- --------------------------- ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,400 $386 10 60.44% $971
Edwin J. Garn ................. 1,550 656 10 60.44 971
Wayne E. Hedien ............... 1,500 617 9 51.37 825
Dr. Manuel H. Johnson ......... 1,500 259 10 60.44 971
Michael E. Nugent ............. 1,550 490 10 60.44 971
John L. Schroeder ............. 1,550 768 8 50.37 815
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
MORGAN STANLEY DEAN WITTER CALIFORNIA INSURED MUNICIPAL INCOME TRUST
<TABLE>
<CAPTION>
TRUST 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)
- --------------------------- ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,400 $388 10 60.44% $971
Edwin J. Garn ................. 1,550 666 10 60.44 971
Wayne E. Hedien ............... 1,500 617 9 51.37 825
Dr. Manuel H. Johnson ......... 1,500 260 10 60.44 971
Michael E. Nugent ............. 1,550 495 10 60.44 971
John L. Schroeder ............. 1,550 784 8 50.37 815
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
11
<PAGE>
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST
<TABLE>
<CAPTION>
TRUST 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)
- --------------------------- ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,400 $412 10 60.44% $1,029
Edwin J. Garn ................. 1,550 719 10 60.44 1,029
Wayne E. Hedien ............... 1,500 654 9 51.37 875
Dr. Manuel H. Johnson ......... 1,500 275 10 60.44 1,029
Michael E. Nugent ............. 1,550 530 10 60.44 1,029
John L. Schroeder ............. 1,550 844 8 50.37 861
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies dependingon the Trustee's elections described in the discussion of
the retirement program above.
The following table illustrates the compensation paid to the Independent
Trustees of the Trusts for the calendar year ended December 31, 1998 for
services to the 90 Morgan Stanley Dean Witter Funds that were in operation at
December 31, 1998. No compensation was paid to the Trusts' Independent Trustees
by Discover Brokerage Index Series for the calendar year ended December 31,
1998.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO 90
MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEE DEAN WITTER FUNDS
- --------------------------- -----------------
<S> <C>
Michael Bozic ................. $120,150
Edwin J. Garn ................. 132,450
Wayne E. Hedien ............... 132,350
Dr. Manuel H. Johnson ......... 155,681
Michael E. Nugent ............. 159,731
John L. Schroeder ............. 160,731
</TABLE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Trusts by the 55 Morgan Stanley Dean Witter Funds
(including each of the Trusts represented in this proxy statement) for the
calendar year ended December 31, 1998, and the estimated retirement benefits
for each Trust's Independent Trustees, to commence upon their retirement from
the 55 Morgan Stanley Dean Witter Funds as of December 31, 1998.
12
<PAGE>
RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED
CREDITED
YEARS ESTIMATED ESTIMATED ANNUAL
OF SERVICE AT PERCENTAGE OF RETIREMENT BENEFITS BENEFITS
RETIREMENT ELIGIBLE ACCRUED AS EXPENSES UPON RETIREMENT
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION BY ALL ADOPTING FUNDS FROM ALL ADOPTING FUNDS(1)
- --------------------------- ------------ ------------ --------------------- --------------------------
<S> <C> <C> <C> <C>
Michael Bozic ................. 10 60.44% $22,377 $52,250
Edwin J. Garn ................. 10 60.44 35,225 52,250
Wayne E. Hedien ............... 9 51.37 41,979 44,413
Dr. Manuel H. Johnson ......... 10 60.44 14,047 52,250
Michael E. Nugent ............. 10 60.44 25,336 52,250
John L. Schroeder ............. 8 50.37 45,117 44,343
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR
ELECTION.
THE INVESTMENT MANAGER
Morgan Stanley Dean Witter Advisors Inc. is each Trust's investment
manager pursuant to respective investment management agreements. MSDW Advisors
maintains its offices at Two World Trade Center, New York, New York 10048. MSDW
Advisors, which was incorporated in July, 1992 under the name Dean Witter
InterCapital Inc., changed its name to Morgan Stanley Dean Witter Advisors on
June 22, 1998. MSDW Advisors is a wholly-owned subsidiary of MSDW, a preeminent
global financial services firm that maintains leading market positions in each
of its three primary businesses--securities, asset management and credit
services.
The Principal Executive Officer and Directors of MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Ronald E. Robison,
Executive Vice President and Chief Administrative Officer and Barry Fink,
Senior Vice President, Secretary and General Counsel. The principal occupations
of Messrs. Merin, Robison and Fink are described above in the paragraph under
the section "Election of Trustees." The business address of the Executive
Officer and other Directors is Two World Trade Center, New York, New York
10048.
The investment management agreements of INSURED MUNI TRUST, INSURED MUNI
BOND, INSURED MUNI INCOME, CAL INSURED MUNI INCOME, and QUALITY MUNI INVESTMENT
(in this section, each "Trust" refers to each of the Trusts listed at the
beginning of this section), provide that MSDW Advisors 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 investment management agreements, and that it shall continuously
supervise the management of the assets of each Trust in a manner consistent
with the investment objectives and policies of that Trust and subject to such
other limitations and directions as the Board of the Trust may, from time to
time, prescribe.
MSDW Advisors pays the compensation of the officers of each Trust who are
also directors, officers or employees of the Investment Manager and provides
the Trust with office space and equipment, clerical and bookkeeping services
and telephone service, heat, light, power and other utilities. MSDW Advisors
also pays
13
<PAGE>
for the services of personnel in connection with the pricing of the Trust's
shares and the preparation of prospectuses, proxy statements and reports
required to be filed with federal and state securities commissions (except
insofar as the participation or assistance of independent accountants and
attorneys is, in the opinion of MSDW Advisors, necessary or desirable). In
return for its services and the expenses MSDW Advisors assumes under the
investment management agreements, each Trust pays MSDW Advisors compensation
which is computed and accrued weekly and payable monthly and which is
determined by applying the following annual rate to each Trust's average weekly
net assets as set forth in the table below:
<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO MSDW ADVISORS NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- ---- ------------------- -------- ----------- --------
<S> <C> <C> <C> <C>
INSURED MUNI TRUST .............. 0.35% to the Trust's average 10/31/98 $1,714,521 $491,629,994
weekly net assets
INSURED MUNI BOND ............... 0.35% to the Trust's average 10/31/98 $ 386,216 $110,340,694
weekly net assets
INSURED MUNI INCOME ............. 0.35% to the Trust's average 10/31/98 $2,081,427 $594,806,638
weekly net assets
CAL INSURED MUNI INCOME ......... 0.35% to the Trust's average 10/31/98 $ 888,181 $257,288,767
weekly net assets
QUALITY MUNI INVESTMENT ......... 0.35% to the Trust's average 10/31/98 $1,354,306 $387,612,312
weekly net assets
</TABLE>
The administrative services called for under the investment management
agreements are performed by MSDW Services, a wholly-owned subsidiary of MSDW
Advisors, pursuant to a Services Agreement between MSDW Advisors and MSDW
Services.
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.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, 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
MSDW Advisors provides investment management or investment advisory services
and which have similar investment objectives to those of the Trusts listed in
this Proxy Statement and sets forth the fees payable to MSDW Advisors by such
companies, including the Trusts, and their net assets as of July 29, 1999.
During the fiscal years ended October 31, 1998 for INSURED MUNI TRUST,
INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED MUNI INCOME and QUALITY
MUNI INVESTMENT, each Trust accrued to MSDW Trust, each Trust's Transfer Agent
and an affiliate of MSDW Advisors, transfer agency fees of $110,217, $29,064,
$142,925, $53,270, and $85,030, respectively.
AFFILIATED BROKER
Because DWR, Morgan Stanley & Co. Incorporated and MSDW Advisors are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Trusts. During each of their respective last fiscal
years, the Trusts paid no brokerage commissions to DWR or Morgan Stanley & Co.
Incorporated.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees of each Trust have unanimously selected the firm of
PricewaterhouseCoopers LLP as each Trust's independent accountants for the
respective fiscal years ending October 31, 1999. Its selection is being
14
<PAGE>
submitted for ratification or rejection by Shareholders of each Trust at the
Meetings. PricewaterhouseCoopers LLP has been the independent accountants for
each Trust since its inception, and has no direct or indirect financial
interest in any of the Trusts.
A representative of PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP as the independent
accountants for each respective Trust.
THE TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Trust is not obtained at the
Meetings, the persons named as proxies may propose one or more adjournments of
the Meeting of the applicable Trust for a total of not more than 60 days in the
aggregate to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the applicable
Trust's shares present in person or by proxy at the Meeting. The persons named
as proxies will vote in favor of such adjournment those proxies which have been
received by the date of the Meeting.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting of any Trust for purposes of determining whether a
particular proposal to be voted upon has been approved. Broker "non-votes" are
shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Trust must be received, as set forth
in each Trust's previous proxy statement, by no later than April 16, 2000 for
INSURED MUNI TRUST, INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED MUNI
INCOME and QUALITY MUNI INVESTMENT for inclusion in the proxy statement for
each respective Trust's next Annual Meeting. The mere submission of a proposal
does not guarantee its inclusion in the proxy materials or its presentation at
the meeting. Certain rules under the federal securities laws must be met.
REPORTS TO SHAREHOLDERS
EACH TRUST'S MOST RECENT ANNUAL REPORT FOR THE TRUST'S MOST RECENT FISCAL
YEAR END, AND, THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT,
PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS AND ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM NINA WESSEL 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, MSDW Advisors, DWR, MSDW Services, and certain of their respective
Directors, Officers, and employees, including persons who are Trustees or
Officers of the Trusts, may be deemed to have an interest in
15
<PAGE>
certain of the proposals described in this Proxy Statement to the extent that
certain of such companies and their affiliates have contractual and other
arrangements, described elsewhere in this Proxy Statement, pursuant to which
they are paid fees by the Trusts, and certain of those individuals are
compensated for performing services relating to the Trusts and may also own
shares of MSDW. Such companies and persons may thus be deemed to derive
benefits from the approvals by Shareholders of such proposals.
OTHER BUSINESS
The management of the Trusts knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly come
before the Meetings, it is the intention of the persons named in the enclosed
form of proxy to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
16
<PAGE>
APPENDIX
MSDW Advisors serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart showing
the net assets of each such investment company as of July 29, 1999 and the
investment management or advisory fee rate(s) applicable to such investment
company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/29/99 OF NET ASSETS
-------------- -------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
CALIFORNIA TAX-FREE INCOME FUND* ........ $ 854,323,381 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.25 billion
2. MORGAN STANLEY DEAN WITTER LIMITED
TERM MUNICIPAL TRUST* ................... 49,426,414 0.50%
3. MORGAN STANLEY DEAN WITTER
MULTI-STATE MUNICIPAL SERIES TRUST* ..... 358,289,299 0.35%
4. MORGAN STANLEY DEAN WITTER
NEW YORK TAX-FREE INCOME FUND* .......... 147,865,853 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
5. MORGAN STANLEY DEAN WITTER
TAX-EXEMPT SECURITIES TRUST* ............ 1,108,366,323 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
6. MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL
INCOME TRUST** .......................... 247,448,193 0.35%
7. MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ............................ 208,052,313 0.35%
8. MORGAN STANLEY DEAN WITTER INSURED
CALIFORNIA MUNICIPAL SECURITIES** ....... 63,478,578 0.35%
9. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL BOND TRUST** .................. 105,739,035 0.35%
10. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL INCOME TRUST** ................ 569,773,127 0.35%
11. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES** .................. 133,330,682 0.35%
12. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL TRUST** ....................... 474,028,949 0.35%
13. MORGAN STANLEY DEAN WITTER NEW
YORK QUALITY MUNICIPAL SECURITIES** ..... 94,423,713 0.35%
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/29/99 OF NET ASSETS
-------------- -------------
<S> <C> <C>
14. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST** ................ $722,367,775 0.35%
15. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INVESTMENT TRUST** ............ 373,318,269 0.35%
16. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL SECURITIES** .................. 354,013,188 0.35%
17. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST** ................ 284,508,214 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
18. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST II** ............. 253,978,757 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
19. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST III** ............ 59,751,741 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST** ................................. 180,366,721 0.50%
21. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST II** .............................. 175,006,277 0.50%
22. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST III** ............................. 102,133,701 0.50%
23. MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST** ........ 327,426,528 0.40%
24. MORGAN STANLEY DEAN WITTER SELECT
MUNICIPAL REINVESTMENT FUND*** .......... 85,774,937 0.50%
25. MORGAN STANLEY DEAN WITTER HAWAII
MUNICIPAL TRUST*(1) ..................... 7,544,600 0.35%(1)
</TABLE>
- ----------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the reinvestment
of UIT distributions
(1) MSDW Advisors has undertaken, from January 1, 1999 through December 31,
1999, to assume all operating expenses (except for any brokerage fees) of
Morgan Stanley Dean Witter Hawaii Municipal Trust and to waive the
compensation provided for in its Investment Management Agreement with
that company to the extent that they exceed 0.55% of the Fund's daily net
assets.
A-2
<PAGE>
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Insured Municipal Trust on October 28, 1999, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEE AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS
RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
COMMON SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]
01. Michael Bozic
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Insured Municipal Trust on October 28, 1999, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
PREFERRED SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]
01. Michael Bozic
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
Election of one (1) Preferred Trustee: [ ] [ ]
02. Charles A. Fiumefreddo
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Insured Municipal Bond Trust on October 28, 1999, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
COMMON SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL BOND TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL BOND TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Insured Municipal Bond Trust on October 28, 1999, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
PREFERRED SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
Election of one (1) Preferred Trustee: [ ] [ ]
03. Manuel H. Johnson
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL BOND TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Insured Municipal Income Trust on October 28, 1999,
at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
COMMON SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Insured Municipal Income Trust on October 28, 1999,
at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
PREFERRED SHARES
AS TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
Election of one (1) Preferred Trustee: [ ] [ ]
03. Manuel H. Johnson
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER CALIFORNIA INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter California Insured Municipal Income Trust on October
28, 1999, at 11:00 a.m., New York City time, and at any adjournment thereof, on
the proposals set forth in the Notice of Meeting dated August 10, 1999 as
follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
COMMON SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter California Insured Municipal Income Trust on October
28, 1999, at 11:00 a.m., New York City time, and at any adjournment thereof, on
the proposals set forth in the Notice of Meeting dated August 10, 1999 as
follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
PREFERRED SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
FOR WITHHOLD
3. Election of one (1) Preferred Trustee: [ ] [ ]
03. Manuel H. Johnson
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Quality Municipal Investment Trust on October 28,
1999, at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEE AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS
RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
COMMON SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]
01. Michael Bozic
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INVESTMENT TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INVESTMENT TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, 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
Morgan Stanley Dean Witter Quality Municipal Investment Trust on October 28,
1999, at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 10, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
PREFERRED SHARES
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]
01. Michael Bozic
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
Election of one (1) Preferred Trustee: [ ] [ ]
02. Charles A. Fiumefreddo
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
Please make sure to sign and date this Proxy
using black or blue ink.
Date
-----------------------------------------
-----------------------------------------
-----------------------------------------
Shareholder sign in the box above
-----------------------------------------
-----------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
| | PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES | |
MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INVESTMENT TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
