<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-(e) (2) )
[X] Definitive Proxy Statement
[X] 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)
LouAnne 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
Rule11(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 24, 2000
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 the Career Development Room, Sixty-First Floor, Two World Trade
Center, New York, New York 10048, on October 24, 2000 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 and two (2) Trustees to
serve until the year 2003 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 one (1) Trustee, to
serve until the year 2001 Annual Meeting of each Trust and three (3)
Trustees to serve until the year 2003 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 Deloitte & Touche
LLP as each Trust's independent accountants for each Trust's fiscal year
ending October 31, 2000; 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 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 2003 Annual Meeting of each Trust or, in each case, until
his successor shall have been elected and qualified.
Shareholders of record of each Trust as of the close of business on July
25, 2000 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 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 18, 2000
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 24, 2000
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 24, 2000 (the "Meeting(s)"), and at any adjournments thereof. The first
mailing of this Proxy Statement is expected to be made on or about August 21,
2000.
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 each of 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 Meetings.
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
25, 2000, 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 25, 2000 JULY 25, 2000
NAME OF FUND (RECORD DATE) (RECORD DATE)
------------ -------------------- --------------------
<S> <C> <C>
INSURED MUNI TRUST .............. 21,245,313 2,600
INSURED MUNI BOND ............... 4,893,463 600
INSURED MUNI INCOME ............. 27,346,413 3,100
CAL INSURED MUNI INCOME ......... 12,345,862 1,300
QUALITY MUNI INVESTMENT ......... 16,929,613 2,100
</TABLE>
The cost of soliciting proxies for the Meeting of 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 set forth in the confirmation 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 nine. There are presently
nine Trustees for each Trust. At the Meetings, pursuant to each Trust's
Declaration of Trust, three nominees for INSURED MUNI TRUST and QUALITY MUNI
INVESTMENT and four 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 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
INVESTMENT--
Until the year 2002 Annual Meeting
----------------------------------
By all Shareholders:
James F. Higgins
Until the year 2003 Annual Meeting
----------------------------------
By all Shareholders:
Wayne E. Hedien
John L. Schroeder
By only Preferred Shareholders:
Manuel H. Johnson
INSURED MUNI BOND, INSURED MUNI INCOME,
CAL INSURED MUNI INCOME--
Until the year 2001 Annual Meeting
----------------------------------
By all Shareholders:
James F. Higgins
Until the year 2003 Annual Meeting
----------------------------------
By all Shareholders:
Edwin J. Garn
Michael E. Nugent
Philip J. Purcell
Six of the current nine 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 three current
Trustees, Charles A. Fiumefreddo, James F. Higgins 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, except for James F.
Higgins, previously have been elected 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--Wayne E. Hedien, James F.
Higgins, Manuel H. Johnson and John L. Schroeder; for INSURED MUNI BOND,
INSURED MUNI INCOME and CAL INSURED MUNI INCOME--Edwin J. Garn, James F.
Higgins, Michael E. Nugent and Philip J. Purcell. Should any of the nominees
become unable or unwilling to accept nomination or election, the persons named
in the proxy will exercise their voting power in favor of such person or
persons as the 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
4
<PAGE>
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).
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 has 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, Fiumefreddo and Higgins; Class II--Messrs. Hedien, Johnson and
Schroeder; and Class III--Messrs. Garn, Nugent and Purcell. Each 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
II for INSURED MUNI TRUST and QUALITY MUNI INVESTMENT and the Trustees in Class
III 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 2003 Annual Meetings, or until their successors shall have been elected
and qualified. In addition, Mr. James F. Higgins in Class I is standing for
election at the Meetings and, if elected, will serve until the year 2002 Annual
Meetings for INSURED MUNI TRUST and QUALITY MUNI INVESTMENT and, if elected,
will serve until the year 2001 Annual Meetings of INSURED MUNI BOND, INSURED
MUNI INCOME AND CAL INSURED MUNI INCOME, or in each case, until his successor
has 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 25, 2000 (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 97
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
Investment Management Company serves as investment adviser (referred to herein
as the "TCW/DW Term Trusts").
The nominee for Trustee to be elected at the Meetings of each Trust by all
Shareholders is:
JAMES F. HIGGINS, Trustee since June 2000*; age 52; Chairman of the
Private Client Group of Morgan Stanley Dean Witter & Co. ("MSDW") (since August
2000); Director of the Transfer Agent and Dean Witter Realty Inc.; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts
(since June 2000); previously President and Chief Operating Officer of the
Private Client Group of MSDW (May 1999-August 2000), President and Chief
Operating Officer of Individual Securities of MSDW (February 1997-May 1999),
President and Chief Operating Officer of Dean Witter Securities of MSDW
(1995-February 1997), and President and Chief Operating Officer of Dean Witter
Financial (1989-1995) and Director (1985-1997) of DWR.
----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
5
<PAGE>
The nominees for Trustee to be elected at the Meetings of INSURED MUNI
TRUST and QUALITY MUNI INVESTMENT by all Shareholders are:
WAYNE E. HEDIEN, Trustee since September 1997*; age 66; Retired; Director
or Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
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 since April 1994*; age 70; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds and the TCW/DW Term Trusts; 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:
MANUEL H. JOHNSON, Trustee since July 1991*; age 51; 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 and the TCW/DW Term Trusts; Director of Greenwich Capital
Markets, Inc. (broker-dealer), Independence Standards Board (private sector
organization governing independence of auditors) 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 and
Assistant Secretary of the U.S. Treasury.
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:
EDWIN JACOB (JAKE) GARN, Trustee since January 1993*; age 67; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
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 Utah Regional Advisory Board of Pacific Corp.; member of the board of
various civic and charitable organizations.
MICHAEL E. NUGENT, Trustee since July 1991*; age 64; 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 and the TCW/DW Term Trusts; formerly Vice President, Bankers Trust
Company and BT Capital Corporation; director of various business organizations.
PHILIP J. PURCELL, Trustee since April 1994*; age 56; Chairman of the
Board of Directors and Chief Executive Officer of MSDW, DWR and Novus Credit
Services Inc.; Director of Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"); Director or Trustee of the Morgan Stanley Dean Witter Funds and
the TCW/DW Term Trusts; Director of American Airlines, Inc. and its parent
company, AMR Corporation; Director and/or officer of various MSDW subsidiaries.
----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
6
<PAGE>
The Trustees who are not standing for re-election at this Meeting are:
MICHAEL BOZIC, Trustee since April 1994*; age 59; Director or Trustee of
the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts; 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 Weirton Steel
Corporation.
CHARLES A. FIUMEFREDDO, Trustee since July 1991*; age 67; Chairman,
Director or Trustee and Chief Executive Officer of the Morgan Stanley Dean
Witter Funds and the TCW/DW Term Trusts; formerly, Chairman, Chief Executive
Officer and Director of MSDW Advisors, MSDW Services and MSDW Distributors,
Executive Vice President of DWR, Chairman and Director of MSDW Trust and
Director and/or officer of various MSDW subsidiaries (until June 1998).
The executive officers of each Trust other than shown above are: Mitchell
M. Merin, President; Barry Fink, Vice President, Secretary and General Counsel;
Ronald E. Robison, Vice President; Joseph J. McAlinden, Vice President; Robert
S. Giambrone, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In addition, Peter M. Avelar, Jonathan R. Page, Joseph R.
Arcieri, Gerard J. Lian and Katherine H. Stromberg are Vice Presidents of each
Trust and 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 47 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
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 and the TCW/DW Term Trusts (since May
1999), Trustee of various Van Kampen Investment companies (since December 1999)
and Director of various other MSDW subsidiaries. Mr. Fink is 45 years old and
is currently General Counsel of Asset Management of MSDW (since May 2000);
Executive Vice President (since December 1999), Secretary and General Counsel
(since February 1997) and Director (since July 1998) of the Investment Manager
and MSDW Services Company; Vice President, Secretary and General Counsel of The
Morgan Stanley Dean Witter Funds (since February 1997); Vice President and
Secretary of the Distributor. He was previously Senior Vice President (March
1997-December 1999), First Vice President; Assistant Secretary and Assistant
General Counsel of the Investment Manager and MSDW Services Company. Mr.
Robison is 61 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 57 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).
Mr. Giambrone is 46 years old and is currently Senior Vice President of MSDW
Advisors, MSDW Services, MSDW Distributors and MSDW Trust and Director of MSDW
Trust (since April 1996). Mr. Caloia is 54 years old and is currently First
Vice President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr.
Willison is 57 years old and is currently Senior Vice President and Director of
the Tax-Exempt Fixed Income Group of MSDW Advisors. Mr. Avelar is 42 years old
and is currently Senior Vice President and Director of the High Yield Group of
MSDW Advisors. Mr. Page is 53 years old and is currently Senior Vice President
and Director
----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
7
<PAGE>
of the Money Market Group of MSDW Advisors. Mr. Arcieri is 52 years old and is
currently Senior Vice President of MSDW Advisors. Mr. Lian is 45 years old and
is currently Vice President of MSDW Advisors. Ms. Stromberg is 52 years old and
is currently Senior Vice President of MSDW Advisors. Other than Mr. Robison,
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 nine (9) 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 the
date of this Proxy Statement, there are a total of 97 Morgan Stanley Dean
Witter Funds, comprised of 132 portfolios. As of July 31, 2000, the Morgan
Stanley Dean Witter Funds had total net assets of approximately $142.8 billion
and more than six million shareholders.
Six Trustees (67% 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, also
serve as members of the Derivatives Committee and the Insurance Committee. The
Trusts do not have any nominating or compensation committees.
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; reviewing the
independence of the independent accountants; considering the range of audit and
non-audit fees; reviewing the adequacy of each Trust's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board.
The Board of each Trust has formed a Derivatives Committee to approve
parameters for and monitor the activities of each Trust with respect to
derivative investments, if any, made by such Trust. Finally, the Board of each
Trust has formed an Insurance Committee to review and monitor the insurance
coverage maintained by the Trust.
8
<PAGE>
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 Trust during its most recent
fiscal year. No Trustee attended fewer than 75% of the meetings of the Board,
the Audit Committee, the Independent Trustees, the Derivatives Committee or the
Insurance Committee held while he served in such positions.
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 TRUST YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
------------- ---------- ---------- ------------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
INSURED MUNI TRUST ........... 10/31/99 6 8 2 5 1
INSURED MUNI BOND ............ 10/31/99 6 8 2 5 1
INSURED MUNI INCOME .......... 10/31/99 6 8 2 5 1
CAL INSURED MUNI INCOME ...... 10/31/99 6 8 2 5 1
QUALITY MUNI INVESTMENT ...... 10/31/99 6 8 2 5 1
</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 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, 2000, the total value of the investments by the Trustees and/or
their spouses in shares of the Morgan Stanley Dean Witter Funds was
approximately $56 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.
9
<PAGE>
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 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 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, 55 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.
10
<PAGE>
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 each Trust's Independent
Trustees, to commence upon their retirement, as of the end of each 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 TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
------------------------------- ---------------- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,550 $384 10 60.44% $ 907
Edwin J. Garn ................. 1,600 650 10 60.44 909
Wayne E. Hedien ............... 1,650 718 9 51.37 771
Dr. Manuel H. Johnson ......... 2,100 258 10 60.44 1,360
Michael E. Nugent ............. 1,933 488 10 60.44 1,209
John L. Schroeder ............. 1,933 770 8 50.37 955
</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 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 TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
------------------------------- ---------------- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,550 $381 10 60.44% $ 907
Edwin J. Garn ................. 1,600 648 10 60.44 909
Wayne E. Hedien ............... 1,650 716 9 51.37 771
Dr. Manuel H. Johnson ......... 2,100 256 10 60.44 1,360
Michael E. Nugent ............. 1,933 484 10 60.44 1,209
John L. Schroeder ............. 1,933 775 8 50.37 955
</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 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 TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
------------------------------- ---------------- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,550 $379 10 60.44% $ 907
Edwin J. Garn ................. 1,600 637 10 60.44 909
Wayne E. Hedien ............... 1,650 716 9 51.37 771
Dr. Manuel H. Johnson ......... 2,100 254 10 60.44 1,360
Michael E. Nugent ............. 1,933 479 10 60.44 1,209
John L. Schroeder ............. 1,933 758 8 50.37 955
</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 TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
------------------------------- ---------------- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,550 $381 10 60.44% $ 907
Edwin J. Garn ................. 1,600 648 10 60.44 909
Wayne E. Hedien ............... 1,650 716 9 51.37 771
Dr. Manuel H. Johnson ......... 2,100 256 10 60.44 1,360
Michael E. Nugent ............. 1,933 484 10 60.44 1,209
John L. Schroeder ............. 1,933 775 8 50.37 955
</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 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 TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
------------------------------- ---------------- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,550 $384 10 60.44% $ 907
Edwin J. Garn ................. 1,600 650 10 60.44 909
Wayne E. Hedien ............... 1,650 718 9 51.37 771
Dr. Manuel H. Johnson ......... 2,100 258 10 60.44 1,360
Michael E. Nugent ............. 1,933 488 10 60.44 1,209
John L. Schroeder ............. 1,933 770 8 50.37 955
</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.
12
<PAGE>
The following table illustrates the compensation paid to the Independent
Trustees of the Trusts for the calendar year ended December 31, 1999 for
services to the 93 Morgan Stanley Dean Witter Funds that were in operation at
December 31, 1999.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO 93
MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEE DEAN WITTER FUNDS
------------------------------- -------------------
<S> <C>
Michael Bozic ................. $134,600
Edwin J. Garn ................. 138,700
Wayne E. Hedien ............... 138,700
Dr. Manuel H. Johnson ......... 208,638
Michael E. Nugent ............. 193,324
John L. Schroeder ............. 193,324
</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, 1999, 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, 1999.
RETIREMENT BENEFITS FROM 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% $20,933 $50,588
Edwin J. Garn ................. 10 60.44 31,737 50,675
Wayne E. Hedien ............... 9 51.37 39,566 43,000
Dr. Manuel H. Johnson ......... 10 60.44 13,129 75,520
Michael E. Nugent ............. 10 60.44 23,175 67,209
John L. Schroeder ............. 8 50.37 41,558 52,994
</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. serves as each Trust's investment
manager pursuant to respective investment management agreements. MSDW Advisors
maintains its offices at Two World Trade Center, New York, NY 10048. MSDW
Advisors, which was incorporated in July 1992 under the name Dean
13
<PAGE>
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,
Executive 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.
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.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Since July 1, 2000 Deloitte & Touche LLP has served as each Trust's
independent accountants.
On July 1, 2000 PricewaterhouseCoopers LLP resigned as independent
accountants of each Trust. The reports of PricewaterhouseCoopers LLP on the
financial statements of each Trust for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle. In connection with its
audits for the two most recent fiscal years and through July 1, 2000, there
have been no disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto in
their report on the financial statements for such years.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the Meetings and, while not expected to make a statement, will be available
to respond to appropriate questions of Shareholders.
Each Trust's Board of Trustees, including the Audit Committee of each
Board, unanimously approved the selection of Deloitte & Touche LLP as the new
independent accountants for each Trust effective July 1, 2000. The selection of
Deloitte & Touche LLP as each Trust's independent accountants for the fiscal
year ended October 31, 2000 is being submitted for ratification or rejection by
Shareholders of each respective Trust at the Meeting. Deloitte & Touche LLP has
no direct or indirect financial interest in any of the Trusts.
A representative of Deloitte & Touche LLP is expected to be present at the
Meetings and, while not expected to make a statement, will be available to
respond to appropriate questions of Shareholders.
The affirmative vote of the holders of a majority of the shares of each
respective Trust represented and entitled to vote at the Meetings is required
for ratification of the selection of Deloitte & Touche LLP as the independent
accountants for each respective Trust.
THE TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT ACCOUNTANTS
FOR EACH TRUST.
14
<PAGE>
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
Meeting of any Trust, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Trust 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 24, 2001 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following persons are "reporting persons" of INSURED MUNI TRUST under
section 16 of the Securities Exchange Act of 1934 and had not previously filed
an "Initial Statement of Beneficial Ownership of Securities" on Form 3:
Mitchell M. Merin, Ronald E. Robison, Joseph J. McAlinden, Edwin J. Garn, Wayne
E. Hedien and Barry Fink. None of the above reporting persons has ever held any
shares of the Trust.
The following persons are "reporting persons" of INSURED MUNI BOND under
section 16 of the Securities Exchange Act of 1934 and had not previously filed
an "Initial Statement of Beneficial Ownership of Securities" on Form 3:
Mitchell M. Merin, Ronald E. Robison, Joseph J. McAlinden, Edwin J. Garn, Wayne
E. Hedien and Barry Fink. None of the above reporting persons has ever held any
shares of the Trust.
The following persons are "reporting persons" of INSURED MUNI INCOME under
section 16 of the Securities Exchange Act of 1934 and had not previously filed
an "Initial Statement of Beneficial Ownership of Securities" on Form 3:
Mitchell M. Merin, Ronald E. Robison, Joseph J. McAlinden, Wayne E. Hedien and
Barry Fink. None of the above reporting persons has ever held any shares of the
Trust.
The following persons are "reporting persons" of CAL INSURED MUNI INCOME
under section 16 of the Securities Exchange Act of 1934 and had not previously
filed an "Initial Statement of Beneficial Ownership of Securities" on Form 3:
Mitchell M. Merin, Ronald E. Robison, Joseph J. McAlinden, Wayne E. Hedien,
Barry Fink and James F. Willison. None of the above reporting persons has ever
held any shares of the Trust.
The following persons are "reporting persons" of QUALITY MUNI INVESTMENT
under section 16 of the Securities Exchange Act of 1934 and had not previously
filed an "Initial Statement of Beneficial Ownership of Securities" on Form 3:
Mitchell M. Merin, Ronald E. Robison, Joseph J. McAlinden, Edwin J. Garn, Wayne
E. Hedien and Barry Fink. None of the above reporting persons has ever held any
shares of the Trust.
15
<PAGE>
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,
HAVE BEEN PREVIOUSLY 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 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, or their substitutes, to vote all shares that they are entitled
to vote on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
16
<PAGE>
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 24, 2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER COMMON SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of three (3) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Wayne E. Hedien, 02. James F. Higgins,
03. 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.
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.
PRX00094
<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 24, 2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) PREFERRED SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of three (3) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Wayne E. Hedien, 02. James F. Higgins,
03. 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.
Election of one (1) Preferred Trustee: FOR WITHHOLD
04. 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
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.
PRX 095
<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 24, 2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) COMMON SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of four (4) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Edwin J. Garn, 02. James F. Higgins,
03. Michael E. Nugent, 04. Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
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.
PRX00092
<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 24, 2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) PREFERRED SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of four (4) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Edwin J. Garn, 02. James F. Higgins,
03. Michael E. Nugent, 04. Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
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.
PRX 095
<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 24, 2000,
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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) COMMON SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of four (4) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Edwin J. Garn, 02. James F. Higgins,
03. Michael E. Nugent, 04. Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
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.
PRX00110
<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 24, 2000,
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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) PREFERRED SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of four (4) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Edwin J. Garn, 02. James F. Higgins,
03. Michael E. Nugent, 04. Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
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.
PRX 095
<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
24, 2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) COMMON SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of four (4) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Edwin J. Garn, 02. James F. Higgins,
03. Michael E. Nugent, 04. Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
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.
PRX00120
<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
24, 2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) PREFERRED SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of four (4) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Edwin J. Garn, 02. James F. Higgins,
03. Michael E. Nugent, 04. Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
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.
PRX 095
<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 24,
2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) COMMON SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of three (3) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Wayne E. Hedien, 02. James F. Higgins,
03. 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.
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.
PRX00093
<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 24,
2000, 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 18, 2000 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
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD IN THE EXAMPLE [X]
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY USING BLACK OR
INTERNET BLUE INK
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER
INSTRUCTIONS) PREFERRED SHARES
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of three (3) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Wayne E. Hedien, 02. James F. Higgins,
03. 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.
Election of one (1) Preferred Trustee: FOR WITHHOLD
04. 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
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.
PRX 095
<PAGE>
-------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER FUNDS
-------------------------------------------------------------------------------
OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK
You can now vote your proxy in a matter of minutes with the ease and
convenience of the Internet or the telephone. You may still vote by mail.
But remember, if you are voting by Internet or telephone, do not mail the
proxy.
TO VOTE BY INTERNET:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Proxy Voting" link on www.msdwt.com or to website
www.proxyvote.com.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.
TO VOTE BY TELEPHONE:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.
Your Proxy Vote is Important!
Thank You for Submitting Your Proxy.
-------------------------------------------------------------------------------
