<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 Quality Municipal Income 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
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 QUALITY MUNICIPAL INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 2000
The Annual Meeting of Shareholders of MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST (the "Trust"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, will be held in the Career
Development Room, Sixty-First Floor, Two World Trade Center, New York, New York
10048, on October 24, 2000, at 9:00 a.m., New York City time, for the following
purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. To elect two (2) Trustees to serve until the year 2003 Annual
Meeting, and to elect one (1) Trustee to serve until the year 2002 Annual
Meeting, or, in each case, until their successors shall have been elected
and qualified;
2. To ratify or reject the selection of Deloitte & Touche LLP as the
Trust's independent accountants for the fiscal year ending October 31,
2000;
3. Shareholder proposal to amend the Trust's Declaration of Trust to
require each Trustee, within thirty days of election, to become a
Shareholder of the Trust (Note: The Trustees unanimously recommend a vote
AGAINST this proposal); and
4. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
To elect one (1) Trustee to serve until the year 2003 Annual Meeting or
until his successor shall have been elected and qualified.
Shareholders of record 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 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 25, 2000
New York, New York
--------------------------------------------------------------------------------
IMPORTANT
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. 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 QUALITY MUNICIPAL INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 24, 2000
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST (the "Trust"), for use at the Annual Meeting of
Shareholders of the Trust to be held on October 24, 2000 (the "Meeting"), and at
any adjournments thereof. The first mailing of this Proxy Statement is expected
to be made on or about August 29, 2000.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as Trustee
to be elected by all shareholders ("Shareholders") and for the nominee to be
elected by only the preferred shareholders ("Preferred Shareholders") and in
favor of Proposal 2 and against Proposal 3. A proxy may be revoked at any time
prior to its exercise by any of the following: written notice of revocation to
the Secretary of the Trust, execution and delivery of a later dated proxy to the
Secretary of the Trust (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 Meeting. Attendance at the Meeting will not in and
of itself revoke a proxy.
Shareholders of record 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 Meeting (the "Record Date"), are entitled to one vote for each share
held and a fractional vote for a fractional share. On the Record Date, there
were 30,984,668 Common Shares of beneficial interest outstanding and 4,160
Preferred Shares of beneficial interest outstanding of the Trust, all with $.01
par value. No person was known to own as much as 5% of the outstanding shares of
the Trust on that date. The Trustees and officers of the Trust, together, owned
less than 1% of the Trust's outstanding shares on that date. The percentage
ownership of shares of the Trust changes from time to time depending on
purchases and sales by Shareholders and the total number of shares outstanding.
The cost of soliciting proxies for the Meeting, consisting principally of
mailing and printing expenses, will be borne by the Trust. The solicitation of
proxies will be by mail, which may be supplemented by solicitation by mail,
telephone or otherwise through Trustees, officers of the Trust, 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.
The Trust has retained Mackenzie Partners, Inc. as proxy solicitor, at a cost to
the Trust of approximately $7,500 plus reimbursement of reasonable expenses.
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
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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, 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.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at nine. There are presently nine Trustees, three
of whom (Wayne E. Hedien, James F. Higgins and John L. Schroeder) are to be
elected to the Trust's Board of Trustees, by the holders of the Common Shares
and Preferred Shares voting together as a single class, in accordance with the
Trust's Declaration of Trust. Additionally, pursuant to the Trust's Declaration
of Trust and the Investment Company Act of 1940, as amended (the "1940 Act"),
one Trustee (Manuel H. Johnson) is to be elected to the Trust's Board of
Trustees by the holders of the Preferred Shares voting separately as a single
class.
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 Trust, 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 Trust 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 Trustees, except for James F. Higgins, previously have been
elected by the Shareholders of the Trust.
The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy,
unless instructed by proxy to withhold authority to vote for the nominees, to
vote all validly executed proxies for the election of these nominees: Wayne E.
Hedien, James F. Higgins, Manuel H. Johnson and John L. Schroeder . Should any
of the nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Board may recommend or, in the case of an Independent
Trustee nominee, as the Independent Trustees of the Trust may recommend. All of
the nominees have consented to being named in this Proxy Statement and to serve
if elected. The Trust knows no reason why any of the said nominees would be
unable or unwilling to accept nomination or election. The election of the
nominees listed above to be elected
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by all Shareholders requires the approval of a majority of shares of the Trust
represented and entitled to vote at the Meeting (Common Shares and Preferred
Shares voting together as a single class). 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, the nominees for
election as Trustees are divided into three separate classes, each class having
a term of three years. The term of office of one of each of the three classes
will expire each year.
The Board of Trustees previously has determined that any nominee for
election as Trustee 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 Board, or any adjournment thereof. In addition, the Board
has further determined that one each of the Class I Trustees and the Class II
Trustees will be designated to be elected by the Preferred Shareholders voting
separately. In this regard, Charles A. Fiumefreddo and Manuel H. Johnson have
been designated as the nominees to be elected to the Trust's Board of Trustees
by the Preferred Shareholders, the term of each to expire with his designated
Class. In accordance with the above, the Trustees in Class II are standing for
election at this Meeting and, if elected, will serve until the year 2003 Annual
Meeting or until their successors shall have been elected and qualified, and one
Trustee in Class I, James F. Higgins, is standing for election at this Meeting
and, if elected, will serve until the year 2002 Annual Meeting or until his
successor shall have been elected and qualified. As a consequence of this method
of election, the replacement of a majority of the Board 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 Board includes his principal
occupations and employment for at least the last five years, his age, shares of
the Trust owned, if any, as of July 25, 2000 (shown in parentheses), positions
with the Trust, and directorships or trusteeships in companies which file
periodic reports with the Securities and Exchange Commission, including the 97
investment companies, including the Trust, 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 nominees for Trustee to be elected at the Meeting 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.
----------
* This is the date the Trustee began to serve the Morgan Stanley Dean
Witter Funds complex.
4
<PAGE>
JAMES F. HIGGINS, Trustee since June 2000*; age 52; Chairman of the Private
Client Group of 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.
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 Meeting 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 Trustees who are not standing for reelection at the 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 Morgan Stanley Dean
Witter Distributors ("MSDW Distributors"), Executive Vice President and Director
of DWR, Chairman and Director of MSDW Trust and Director and/or officer of
various MSDW subsidiaries (until June 1998).
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 (multi-level marketing); member of
the Utah Regional Advisory Board of Pacific Corp.; member of the boards of
various civic and charitable organizations.
----------
* This is the date the Trustee began to serve the Morgan Stanley Dean
Witter Funds complex.
5
<PAGE>
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 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.
The executive officers of the 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, Jonathan R. Page, Katherine H. Stromberg,
Gerard J. Lian and Joseph Arcieri are Vice Presidents of the Trust and Marilyn
K. Cranney, Natasha Kassian, Todd Lebo, Lou Anne D. McInnis, Carsten Otto and
Ruth Rossi serve as Assistant Secretaries.
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
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 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. Page is 53 years old and
is currently Senior Vice President and Director 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.
----------
* This is the date the Trustee began to serve the Morgan Stanley Dean
Witter Funds complex.
6
<PAGE>
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 133 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 Trust
does not have a nominating or compensation committee.
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 Trust'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 and reviewing the adequacy of the Trust's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board.
The Board of the Trust has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Trust with respect to
derivative investments, if any, made by the Trust. Finally, the Board of the
Trust has formed an Insurance Committee to review and monitor the insurance
coverage maintained by the Trust.
For the fiscal year ended October 31, 1999, the Board of Trustees of the
Trust held 6 meetings, and the Audit Committee, the Committee of the Independent
Trustees, the Derivatives Committee and the Insurance Committee of the Trust
held 2, 8, 5 and 1 meetings, respectively. No Trustee attended fewer than 75% of
the meetings of the Board of Trustees, the Audit Committee, the Independent
Trustees, the Derivatives Committee or the Insurance Committee held while he
served in such positions.
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
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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 this Meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as a
group was less than 1 percent of the Trust's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES
The 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 (the
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 the Trust. The 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 the Investment Manager or an
affiliated company receive no compensation or expense reimbursement from the
Trust for their services as Trustee.
8
<PAGE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended October 31, 1999.
TRUST COMPENSATION
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
--------------------------- --------------
Michael Bozic .................................. $1,550
Edwin J. Garn .................................. 1,600
Wayne E. Hedien ................................ 1,650
Dr. Manuel H. Johnson .......................... 2,100
Michael E. Nugent .............................. 1,933
John L. Schroeder .............................. 1,933
The following table illustrates the compensation paid to the Trust's
Independent Trustees 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
TOTAL CASH
COMPENSATION
FOR SERVICES TO
93 MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEE DEAN WITTER FUNDS
--------------------------- -----------------
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
As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds, including the Trust, 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 Adopting Fund,
commencing as of his or her retirement date and continuing for the remainder of
his or her life, an annual retirement benefit (the "Regular 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.(1) "Eligible Compensation" is one-fifth of the total compensation earned
by such Eligible Trustee for service to the Adopting Fund in the five year
period prior to the date of the Eligible Trustee's retirement. Benefits under
the retirement program are accrued as expenses on the books of the Trust. Such
benefits are not secured or funded on the books of the Adopting Funds.
The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the Trust for the fiscal year ended October 31,
1999 and by the 55 Morgan Stanley Dean Witter Funds (including the Trust) for
the calendar year ended December 31, 1999, and the estimated retirement benefits
for the Trust's
----------
(1) 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.
9
<PAGE>
Independent Trustees, to commence upon their retirement, from the Trust as of
October 31, 1999 and from the 55 Morgan Stanley Dean Witter Funds as of December
31, 1999.
RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
--------------------------------- ESTIMATED ANNUAL
ESTIMATED BENEFITS RETIREMENT BENEFITS
CREDITED ACCRUED AS EXPENSES UPON RETIREMENT(1)
YEARS ESTIMATED ---------------------- --------------------
OF SERVICE AT PERCENTAGE OF BY ALL FROM FROM ALL
RETIREMENT ELIGIBLE BY THE ADOPTING THE ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION TRUST FUNDS TRUST FUNDS
--------------------------- --------------- --------------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic ................. 10 60.44% $381 $20,933 $ 907 $50,588
Edwin J. Garn ................. 10 60.44 648 31,737 909 50,675
Wayne E. Hedien ............... 9 51.37 716 39,566 771 43,000
Dr. Manuel H. Johnson ......... 10 60.44 256 13,129 1,360 75,520
Michael E. Nugent ............. 10 60.44 484 23,175 1,209 67,209
John L. Schroeder ............. 8 50.37 775 41,558 955 52,994
</TABLE>
----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1) on
page 9.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
THE INVESTMENT MANAGER
Morgan Stanley Dean Witter Advisors Inc. serves as the Trust's investment
manager pursuant to an investment management agreement. 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 Inc. 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 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 the Trust's
independent accountants.
On July 1, 2000 PricewaterhouseCoopers LLP resigned as independent
accountants of the Trust. The reports of PricewaterhouseCoopers LLP on the
financial statements of the 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
10
<PAGE>
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 Meeting and, while not expected to make a statement, will be available to
respond to appropriate questions of Shareholders.
The Trust's Board of Trustees, including the Audit committee of the Board,
unanimously approved the selection of Deloitte & Touche LLP as the Trust's new
independent accountants effective July 1, 2000. The selection of Deloitte &
Touche LLP as the Trust's independent accountants for the fiscal year ended
October 31, 2000 is being submitted for ratification or rejection by
Shareholders at the Meeting. Deloitte & Touche LLP has no direct or indirect
financial interest in the Trust.
A representative of Deloitte & Touche LLP is expected to be present at the
Meeting 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 represented
and entitled to vote at the Annual Meeting is required for ratification of the
selection of Deloitte & Touche LLP as the independent accountants for the Trust.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.
(3) SHAREHOLDER PROPOSAL TO AMEND THE TRUST'S DECLARATION
OF TRUST TO REQUIRE THAT EACH TRUSTEE, WITHIN THIRTY DAYS
OF ELECTION, BECOME A SHAREHOLDER OF THE TRUST
The Trust has been informed by Carol W. Mullett, 230 East Shore Drive, Lake
Toxaway, North Carolina 28747, a shareholder of record who owned 1,316.753
Common Shares at July 25, 2000 (the "Proponent"), that she intends to submit the
following proposal at the Meeting:
"RESOLVED, that the Declaration of Trust be amended to require that each
Trustee, within 30 days of election, become a shareholder in the Trust."
The Proponent has requested that the following statement be included in
support of her proposal:
It's my belief that one proof of care and concern on behalf of our Trustees
would be to invest a part of their fees in the fund they are paid to
supervise. Directors who invest in the business they oversee are
automatically more involved. Yet not one of the Trustees owns a single
share of our Trust. In fact, no Trustee has ever been a shareholder.
You can read their litany of excuses seeking to convince you that you
are somehow better off because the Trustees refuse to invest in our Trust.
Let's look at their excuses: I call them the THREE LITTLE FIGS
Fig Leaf #1 - "The Trustees have adopted a policy" which requires "each
Trustee . . . to invest at least $25,000 in any of the Funds". But they are
determined to avoid owning even one share in our Trust. And,
believe-it-or-not, the Trustees can meet their requirement with a money
market fund! This is the scantiest of the fig leaves.
Fig Leaf #2 - "The Trust's objectives and policies may not be
appropriate for a Trustee." I guess this means that what's good for us
isn't good for them. Aw, come on guys - you can meet the proposed
requirement by just saying "Yes" to my offer.
11
<PAGE>
Fig Leaf #3 - "Any policy which requires the Trustees to own shares of
a specific Fund . . . could logically be extended to all Funds". This
excuse is pure smoke since my proposal applies only to this trust and has
no application to any other company. Will logic oblige the Trustees to
invest in all the Funds if my proposal passes? The Chairman refuses to
answer this question - impaled on a fig leaf?
The Trustees complain about the proxy costs imposed on the Trust by my
proposal. They don't tell you that I have offered to GIVE shares to each
Trustee and withdraw my proposal. Their attorney declined this offer.
The Trustees ballyhoo their Share Ownership Policy. They don't tell you
that before our proposal they had NO share ownership policy.
The Trustees argue that my proposals have not been successful. They
don't tell you that on several occasions these proposals have been approved
by overwhelming majorities of from 6 to 1 to over 8 to 1. They failed only
because they narrowly missed quorums.
The Trustees belittle my proposal. They say it "defies logic" and the
Chairman has called it "ridiculous". Ridiculous? In today's competitive
world, directors and trustees are more and more being required to invest in
the businesses they oversee.
Send in your proxy and invite the Trustees to buy into your fund.
Exercise your right to vote. We'll get their attention, get them thinking
that what's in your interest is also in theirs. Please join me.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL.
RECOMMENDATION OF THE BOARD OF TRUSTEES
This is the 31st time this or any similar proposal has been made to the
Shareholders of this Trust, to the shareholders of the other Trusts in the
Morgan Stanley Dean Witter complex of Mutual Funds, as well as to shareholders
of the TCW/DW Term Trusts by either Mrs. Mullett, Mrs. Mullett's husband, Edwin
S. Mullett, or by Mr. and Mrs. Mullett, jointly. THESE PROPOSALS HAVE NEVER BEEN
SUCCESSFUL. Each time the Trustees determined to oppose the proposal, as in
their view it was not in the best interests of the shareholders of the Trusts.
The Trustees continue to adhere to this view.
The Trustees have already adopted a share ownership policy which, as
discussed below, is consistent with a disclosure rule proposed by the Securities
and Exchange Commission in this area as well as with the recommendations made by
the Investment Company Institute's Advisory Group on Best Practices for Fund
Directors. (The Investment Company Institute is the national association for the
investment company industry.)
Under the share ownership policy, the Trustees have invested over $56
million in the Morgan Stanley Dean Witter complex of Funds, and each of the
Trustees is in full compliance with the Morgan Stanley Dean Witter Funds' share
ownership policy without considering any investments in money market funds.
The Proponent ridicules the Trustees' share ownership policy, but fails to
explain how the investment of approximately $10.00 in this Trust would achieve
the benefits she claims this proposal will achieve for Shareholders. Nor does
she tell you about the additional proxy costs imposed upon the Trust and upon
you, the Shareholders, whose interests she purports to represent, each time her
proposal is submitted to Shareholders.
She also does not tell you that she or Mr. Mullett, or both of them
jointly, have made the same proposal in proxies of this Trust and other Trusts
in the Morgan Stanley Dean Witter complex, as well as in proxies of the TCW/DW
Term Trusts, a total of 31 TIMES. NONE OF THESE PROPOSALS HAS BEEN SUCCESSFUL.
12
<PAGE>
The Proponent states a percentage she claims represents the support her
proposal received at the Trust's previous annual meeting. That percentage does
not give an accurate picture of the complete vote, which we are showing here. Of
the 33,247,513 total outstanding shares of the Trust, 4,458,151 shares (13.41%)
voted in favor of the Proposal, 10,640,797 shares (32.00%) voted against the
Proposal and 1,576,782 shares (4.74%) abstained.
THE TRUSTEES ONCE AGAIN URGE YOU TO DEFEAT THIS PROPOSAL. Why this proposal
is in anyone's interest, especially given the share ownership policy currently
in effect, defies logic. The reasons for the Trustees' decision are reiterated
below.
THE SHARE OWNERSHIP POLICY
Each Trustee and/or his spouse is required to invest at least $25,000 in
any of the funds in the Morgan Stanley Dean Witter complex, which includes this
Trust, on whose Board the Trustee serves.
In addition, the policy contemplates that the Trustees will over time
increase their aggregate investment in Funds above the $25,000 minimum
requirement. The Trustees may allocate their investments among specific Funds in
any amount that they determine is appropriate based on their individual
investment objectives, the same right held by each individual shareholder.
As of the date of this proxy statement, each Trustee is in compliance with
the policy. As of June 30, 2000, the total value of shares of Morgan Stanley
Dean Witter Funds owned by the Trustees and/or their spouses was approximately
$56 million. This policy is precisely in line with the recommendations of the
Advisory Group on Best Practices for Fund Directors described below.
REASONS FOR OPPOSING THE SHAREHOLDER PROPOSAL
The share ownership policy requires the Trustees to make a significant
investment in the Funds in the Morgan Stanley Dean Witter complex, which
includes the Trust, while allowing the Trustees to select the specific Funds
that meet their own individual investment needs. As stated in the four previous
years' proxy statements, the Trustees believe it is not necessary to own shares
of any particular Trust to act in the best interests of Shareholders and that
they can carry out their duties and functions diligently and effectively with or
without owning shares of the Trust. Further, it is reasonable to permit the
Trustees to invest in those Funds that best meet their personal financial
objectives. In addition, because the Trust's objectives and policies may not be
appropriate for a Trustee's individual financial circumstances, the Trust could
be inhibited in its ability to attract Trustees if the available pool is limited
to those whose personal financial needs are met by the Trust's objectives and
policies.
On October 18, 1999, as part of its fund governance proposals designed to
enhance the role of fund directors and trustees, the Securities and Exchange
Commission proposed that funds disclose to shareholders the amount of shares in
the fund complex owned by fund directors. Disclosure of ownership of shares of
individual funds was not required because the SEC was of the view that such
disclosure would not be meaningful. In the release describing the governance
proposals, the SEC noted, among other things, that there are "many reasons a
director could have for not holding shares of any specific fund, e.g., that its
investment objective did not fill a need in the director's portfolio." Moreover,
consistent with the Trustees' reasons for adopting their share ownership policy,
the release stated that "the interests of a director who holds shares in the
fund complex will tend to be aligned with the interests of other shareholders."
Mr. Mullett was informed by the SEC staff of the release in which the
above-described views were expressed.
The Trustees' share ownership policy is also in accord with the
recommendations of the Investment Company Institute's Report of the Advisory
Group on Best Practices for Fund Directors. One of those
13
<PAGE>
recommendations is that "investment company boards adopt a policy that requires
fund directors to invest in one or more of the funds [in a complex] on whose
boards they serve." This is precisely what the Trustees have had in effect for
the past several years. The objectives of the recommended policy are to enable
directors to better serve the interests of fund shareholders (i) since share
ownership helps align the interests of directors with those of shareholders in a
complex, and (ii) the directors should better understand the quality of
shareholder services provided by the fund group if they experience those
services first hand. The Advisory Group decided not to recommend a policy
requiring directors to invest in every fund on whose board they serve since that
could result "in de minimis investments in each fund [in the complex] and would
not be likely to serve the [foregoing] objectives to any greater extent than
requiring ownership of shares of some of the funds." Currently there are
approximately 132 investment portfolios in the Morgan Stanley Dean Witter Fund
complex.
The Trustees continue to believe that any policy requiring the Trustees to
own shares of a specific Fund for which they serve as Trustees, without regard
to their own respective investment objectives, could logically be extended to
all the Funds in the Morgan Stanley Dean Witter complex. The Trustees believe
that such a complex-wide share ownership requirement would be impractical and
undesirable because it could make it more difficult to maintain the same board
of directors for all the Funds given the large number of Funds in the complex.
The Advisory Group specifically recommended that all fund complexes with any
substantial number of funds generally adopt either a unitary or cluster board
structure. The Trustees believe that having the same Trustees for each of the
Morgan Stanley Dean Witter Funds is in the best interests of all the Funds'
shareholders for several reasons. First, a common board enhances the ability of
each Fund, to obtain, at modest cost to each separate Fund, the services of high
caliber Trustees. Separate boards for individual Morgan Stanley Dean Witter
Funds would result in operational inefficiencies and increased costs to you, the
Shareholders. In addition, having a common board avoids the duplication of
effort that would arise from having different groups of individuals serving as
Trustees for each of the Funds and avoids the cost and confusion that may arise
from different conclusions being reached by different boards on the same
operations and management issues. Finally, serving as Trustees of all Funds
tends to increase a Trustee's knowledge and expertise regarding matters which
affect all the Funds in the complex and enhances the ability to negotiate on
behalf of each Fund with the Fund's service providers.
FOR THE REASONS STATED ABOVE AND IN LIGHT OF THE FACT THAT THEY HAVE
ADOPTED THE SHARE OWNERSHIP POLICY DESCRIBED ABOVE, THE TRUSTEES UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE AGAINST THE SHAREHOLDER PROPOSAL.
The affirmative vote of the holders of a majority of each of the common and
preferred shares outstanding and entitled to vote at the Meeting, each voting as
a separate class, is required for the approval of the shareholder proposal.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which 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 for purposes of determining whether
14
<PAGE>
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 must be received no later than May 4, 2001, for
inclusion in the proxy statement for that 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 Morgan Stanley Dean
Witter Quality Municipal Income 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.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT, FOR ITS FISCAL YEAR ENDED OCTOBER
31, 1999, AND ITS 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 Trust, 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 Trust, and certain of those individuals are compensated for
performing services relating to the Trust 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 knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the Meeting,
it is the intention of the persons named in the enclosed form of proxy, or their
substitutes, to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
15
<PAGE>
MORGAN STANLEY DEAN WITTER
QUALITY 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 Quality Municipal Income Trust on October 24, 2000, at 9:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated August 25, 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 FOR PROPOSAL 2 AND AGAINST PROPOSAL 3 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
BLACK OR BLUE INK [X]
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 three (3) Trustees: [ ] [ ] [ ]
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.
FOR AGAINST ABSTAIN
2. Ratification of appointment of
Deloitte & Touche LLP [ ] [ ] [ ]
as independent accountants.
3. Shareholder Proposal
(NOTE: THE TRUSTEES RECOMMEND [ ] [ ] [ ]
A VOTE AGAINST THIS PROPOSAL)
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 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.
--------------------------------------------------------------------------------
PRX00099
<PAGE>
MORGAN STANLEY DEAN WITTER
QUALITY 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 Quality Municipal Income Trust on October 24, 2000, at 9:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated August 25, 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 FOR PROPOSAL 2 AND AGAINST PROPOSAL 3 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
BLACK OR BLUE INK [X]
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 three (3) Trustees: [ ] [ ] [ ]
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.
FOR WITHHOLD
Election of one (1) Preferred Trustee: [ ] [ ]
04. Manuel H. Johnson
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Ratification of appointment of
Deloitte & Touche LLP
as independent accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Shareholder Proposal
(NOTE: THE TRUSTEES RECOMMEND
A VOTE AGAINST THIS PROPOSAL)
Please make sure to sign and date this Proxy using black or blue ink.
Date
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INCOME TRUST
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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.
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PRX00099
