<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
Morgan Stanley Dean Witter California Quality Municipal Securities
Morgan Stanley Dean Witter New York Quality Municipal Securities
Morgan Stanley Dean Witter Quality Municipal Securities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrants as specified in their charter)
Lou Anne D. McInnis
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
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 SECURITIES
MORGAN STANLEY DEAN WITTER CALIFORNIA QUALITY MUNICIPAL SECURITIES
MORGAN STANLEY DEAN WITTER NEW YORK QUALITY MUNICIPAL SECURITIES
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD JUNE 22, 1999
Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER QUALITY MUNICIPAL SECURITIES, MORGAN STANLEY DEAN WITTER CALIFORNIA
QUALITY MUNICIPAL SECURITIES, MORGAN STANLEY DEAN WITTER NEW YORK QUALITY
MUNICIPAL SECURITIES, (individually, a "Trust" and, collectively, the
"Trusts"), unincorporated business trusts organized under the laws of the
Commonwealth of Massachusetts, will be held jointly in Conference Room A,
Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048, on June 22,
1999 at 9:00 a.m., New York City time, for the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:
1. For each Trust, to elect two (2) Trustees to serve until the year 2002
Annual Meeting of each Trust or until their successors shall have been
elected and qualified;
2. For each Trust, to ratify or reject the selection of
PricewaterhouseCoopers LLP as each Trust's independent accountants for each
Trust's fiscal year ending October 31, 1999; and
3. To transact such other business as may properly come before the
Meetings or any adjournments thereof.
MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:
For each Trust, to elect one (1) Trustee to serve until the year 2002
Annual Meeting of each Trust or until his successor shall have been elected and
qualified.
Shareholders of record of each Trust as of the close of business on April
22, 1999 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting of
any Trust, the persons named as proxies may propose one or more adjournments of
the Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the applicable Trust's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which have been received by the
date of the Meeting.
BARRY FINK
Secretary
May 3, 1999
New York, New York
- --------------------------------------------------------------------------------
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN
ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL SECURITIES
MORGAN STANLEY DEAN WITTER CALIFORNIA QUALITY
MUNICIPAL SECURITIES
MORGAN STANLEY DEAN WITTER NEW YORK QUALITY
MUNICIPAL SECURITIES
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
--------------------
JOINT PROXY STATEMENT
--------------------
ANNUAL MEETINGS OF SHAREHOLDERS
JUNE 22, 1999
This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL SECURITIES ("QUALITY MUNI"), MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL SECURITIES ("CALIFORNIA QUALITY"), and MORGAN
STANLEY DEAN WITTER NEW YORK QUALITY MUNICIPAL SECURITIES ("NEW YORK QUALITY")
(individually, a "Trust" and, collectively, the "Trusts") for use at the Annual
Meetings of Shareholders of the Trusts to be held jointly on June 22, 1999 (the
"Meeting(s)"), and at any adjournments thereof. The first mailing of this Proxy
Statement is expected to be made on or about May 3, 1999.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for the nominee for election as Trustee to be
elected by all shareholders ("Shareholders") and for the nominee for election
as Trustee to be elected by only the preferred shareholders ("Preferred
Shareholders") and in favor of Proposal 2 set forth in the attached Notice of
Annual Meetings of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation to the
Secretary of the Trusts, execution and delivery of a later dated proxy to the
Secretary of the Trusts (whether by mail or, as discussed below, by touchtone
telephone or the Internet) (if returned and received in time to be voted), or
attendance and voting at the Annual Meetings of Shareholders. Attendance at the
Meetings will not in and of itself revoke a proxy.
Shareholders of record of each Trust as of the close of business on April
22, 1999, the record date for the determination of Shareholders entitled to
notice of and to vote at the Meetings (the "Record Date"), are entitled to one
vote for each share held and a fractional vote for a fractional share. No
person was known to own as much as 5% of the outstanding shares of any of the
Trusts on that date. The percentage ownership of shares of each Trust changes
from time to time depending on purchases and sales by Shareholders and the
total number of shares outstanding.
2
<PAGE>
The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:
<TABLE>
<CAPTION>
NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
APRIL 22, 1999 APRIL 22, 1999
NAME OF FUND (RECORD DATE) (RECORD DATE)
- ---------------------------- -------------------- --------------------
<S> <C> <C>
QUALITY MUNI ............... 18,137,313 1,940
CALIFORNIA QUALITY ......... 11,041,813 1,100
NEW YORK QUALITY ........... 5,079,313 480
</TABLE>
The cost of soliciting proxies for these Annual Meetings of Shareholders
for each Trust, consisting principally of printing and mailing expenses, will
be borne by each respective Trust. The solicitation of proxies will be by mail,
which may be supplemented by solicitation by mail, telephone or otherwise
through Trustees, officers of the Trusts, or officers and regular employees of
Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors" or the "Investment
Manager"), Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"), Morgan Stanley
Dean Witter Services Company Inc. ("MSDW Services") and/or Dean Witter Reynolds
Inc. ("DWR"), without special compensation therefor. In addition, each Trust
may employ William F. Doring & Co. as proxy solicitor, the cost of which is not
expected to exceed $3,000 for each Trust and will be borne by each respective
Trust.
Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this Proxy Statement. To vote by touchtone telephone, shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to shareholders whose shares are
held in street name.
In certain instances, William F. Doring & Co. and MSDW Trust may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on any Proposal other than to refer to the
recommendations of the Board. The Trusts have been advised by counsel that
these procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone in this manner will be asked for their social
security number or other identifying information and will be given an
opportunity to authorize proxies to vote their shares in accordance with their
instructions. To ensure that the Shareholders' instructions have been recorded
correctly they will receive a confirmation of their instructions in the mail. A
special toll-free number will be available in case the information contained in
the confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and may
vote by mail using the enclosed proxy card or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the last vote
that is counted and will revoke all previous votes by the Shareholder. With
respect to the solicitation of a telephonic vote by William F. Doring & Co.,
additional expenses would include $7.00 per telephone vote transacted, $3.00
per outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers which would be borne by each respective Trust.
(1) ELECTION OF TRUSTEES FOR EACH TRUST
The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at eight. There are presently
eight Trustees for each Trust. At the Meetings, pursuant to each Trust's
3
<PAGE>
Declaration of Trust, two nominees (Wayne E. Hedien and John L. Schroeder) 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
Trustee (Manuel H. Johnson) is to be elected to the Board of Trustees of each
Trust by the holders of the Preferred Shares of each of those Trusts voting
separately as a single class.
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trusts, as that term is defined in the 1940 Act. The other two current
Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are "interested
persons" (as that term is defined in the 1940 Act) of the Trusts and MSDW
Advisors and thus, are not Independent Trustees. The nominees for election as
Trustee have been proposed by the Trustees now serving, or in the case of the
nominees for positions as Independent Trustees, by the Independent Trustees now
serving. All of the members of the Boards have been elected previously by the
Shareholders of the Trusts.
The nominees of the Board of Trustees for election as Trustee of each
Trust 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 QUALITY MUNI, CALIFORNIA QUALITY and NEW YORK
QUALITY--Wayne E. Hedien, Manuel H. Johnson and John L. Schroeder. Should the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Boards may recommend or, in the case of an Independent
Trustee nominee, as the Independent Trustees of each Trust may recommend. All
of the nominees have consented to being named in this Proxy Statement and to
serve if elected. The Trusts know of no reason why any of the said nominees
would be unable or unwilling to accept nomination or election. With respect to
each Trust, the election of the nominees listed above to be elected by all
Shareholders requires the approval of a majority of the shares of the Trust
represented and entitled to vote at the Meeting (Common Shares and Preferred
Shares voting together as a single class). The election of the nominee listed
above to be elected by only the Preferred Shareholders of each Trust requires
the approval of a majority of the Preferred Shares of each respective 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 determined that any nominee for
election as Trustee for each Trust will stand for election as Trustee and serve
as Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic and Fiumefreddo; Class II--Messrs. Hedien, Johnson and Schroeder; and
Class III--Messrs. Garn, Nugent and Purcell. Any nominee will, if elected,
serve a term of up to approximately three years running for the period assigned
to that class and terminating at the date of the Annual Meeting of Shareholders
so designated by the Boards, or any adjournments thereof. In addition, pursuant
to each Trust's Declaration of Trust and the 1940 Act, the Board of each Trust
previously determined that one of the Class I Trustees and one of the Class II
Trustees will be designated as Trustees to be elected by the Preferred
Shareholders voting separately. In this regard, Charles A. Fiumefreddo and
Manuel H. Johnson serve as Trustees of each Trust's Board of Trustees on behalf
of the Preferred Shareholders, the terms of each to expire with his designated
Class. In accordance with the above, the Trustees in Class II for each Trust
are standing for election at the Meetings and, if elected, will serve until the
year 2002 Annual Meetings, or until their successors shall have been elected
and qualified. As a consequence of this method of election, the replacement of
a majority of each of the Boards could be delayed for up to two years.
4
<PAGE>
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 April 22, 1999 (shown in parentheses),
positions with the Trusts, and directorships or trusteeships in companies which
file periodic reports with the Securities and Exchange Commission, including
the 85 investment companies, including the Trusts, for which MSDW Advisors
serves as investment manager or investment advisor (referred to herein as the
"Morgan Stanley Dean Witter Funds") and the 11 investment companies for which
MSDW Advisors' wholly-owned subsidiary, MSDW Services, serves as manager and
TCW Funds Management, Inc. serves as investment adviser (referred to herein as
the "TCW/DW Funds").
The nominees for Trustee to be elected at the Meetings by all Shareholders
of each Trust are:
WAYNE E. HEDIEN, Trustee of each Trust since September, 1997*; age 65;
Retired; Director or Trustee of the Morgan Stanley Dean Witter Funds and
Discover Brokerage Index Series; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated with the Allstate Companies (1966-1994), most
recently as Chairman of The Allstate Corporation (March 1993-December 1994) and
Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate
Insurance Company (July 1989-December 1994); director of various other business
and charitable organizations.
JOHN L. SCHROEDER, Trustee of each Trust since April, 1994*; age 68;
Retired; Chairman of the Derivatives Committee and Director or Trustee of the
Morgan Stanley Dean Witter Funds, the TCW/DW Funds and Discover Brokerage Index
Series; Director of Citizens 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 by only the
Preferred Shareholders of each Trust is:
MANUEL H. JOHNSON, Trustee of each Trust since April, 1993*; age 50;
Senior Partner, Johnson Smick International, Inc., a consulting firm;
Co-Chairman and a founder of the Group of Seven Council (G7C), an international
economic commission; Chairman of the Audit Committee and Director or Trustee of
the Morgan Stanley Dean Witter Funds, the TCW/DW Funds and Discover Brokerage
Index Series; Director of Greenwich Capital Markets, Inc. (broker-dealer) and
NVR, Inc. (home construction); Chairman and Trustee of the Financial Accounting
Foundation (oversight organization for the Financial Accounting Standards
Board); formerly Vice Chairman of the Board of Governors of the Federal Reserve
System (1986-1990) and Assistant Secretary of the U.S. Treasury (1982-1986).
The Trustees who are not standing for re-election at any of the Meetings
are:
MICHAEL BOZIC, Trustee of each Trust since April, 1994; age 58; Director
or Trustee of the Morgan Stanley Dean Witter Funds and Discover Brokerage Index
Series; Vice Chairman of Kmart Corporation (since December, 1998); formerly
Chairman and Chief Executive Officer of Levitz Furniture Corporation (since
November, 1995); formerly President and Chief Executive Officer of Hills
Department Stores (May, 1991-July, 1995); formerly variously Chairman, Chief
Executive Officer, President and Chief Operating Officer (1987-1991) of the
Sears Merchandise Group of Sears, Roebuck and Co.; Director of Eaglemark
Financial Services, Inc. and Weirton Steel Corporation.
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds complex.
5
<PAGE>
CHARLES A. FIUMEFREDDO, Trustee of each Trust since March, 1993*; age 65;
Chairman, Director or Trustee and Chief Executive Officer of the Morgan Stanley
Dean Witter Funds, the TCW/DW Funds and Discover Brokerage Index Series;
formerly, Chairman, Chief Executive Officer and Director of MSDW Advisors, MSDW
Services and Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"), Executive Vice President of DWR, Chairman and Director of MSDW
Trust and Director and/or officer of various Morgan Stanley Dean Witter & Co.
("MSDW") subsidiaries (until June, 1998).
EDWIN JACOB (JAKE) GARN, Trustee of each Trust since April, 1993*; age 66;
Director or Trustee of the Morgan Stanley Dean Witter Funds and Discover
Brokerage Index Series; formerly United States Senator (R-Utah) (1974-1992) and
Chairman, Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake
City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery (April
12-19, 1985); Vice Chairman, Huntsman Corporation (since January, 1993);
Director of Franklin Covey (time management systems), BMW Bank of North America
Inc. (industrial loan corporation), United Space Alliance (joint venture
between Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific
(multilevel marketing); Member of the board of various civic and charitable
organizations.
MICHAEL E. NUGENT, Trustee of each Trust since April, 1993*; age 62;
General Partner, Triumph Capital, L.P., a private investment partnership;
Chairman of the Insurance Committee and Director or Trustee of the Morgan
Stanley Dean Witter Funds, the TCW/DW Funds and Discover Brokerage Index
Series; Trustee of the TCW/DW Funds; formerly Vice President, Bankers Trust
Company and BT Capital Corporation (1984-1988); director of various business
organizations.
PHILIP J. PURCELL, Trustee of each Trust since April, 1994*; age 55;
Chairman of the Board of Directors and Chief Executive Officer of MSDW, DWR and
Novus Credit Services Inc.; Director of MSDW Distributors; Director or Trustee
of the Morgan Stanley Dean Witter Funds and Discover Brokerage Index Series;
Director and/or officer of various MSDW subsidiaries.
The executive officers of each Trust are: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; Ronald E. Robison,
Vice President; Robert S. Giambrone, Vice President; Joseph J. McAlinden, Vice
President; James F. Willison, Vice President; and Thomas F. Caloia, Treasurer.
In addition, Peter M. Avelar, Jonathan R. Page, Joseph R. Arcieri, Gerard J.
Lian and Katherine H. Stromberg are Vice Presidents of each Trust and Frank
Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D. McInnis, Carsten Otto
and Ruth Rossi serve as Assistant Secretaries of each Trust.
Mr. Merin is 45 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December 1998), President, Director
(since April, 1997) and Chief Executive Officer (since June, 1998) of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
the MSDW Distributors (since June, 1998), Chairman and Chief Executive Officer
(since June, 1998) and Director (since January, 1998) of MSDW Trust, and
Director of various other MSDW subsidiaries. Mr. Fink is 44 years old and is
currently Senior Vice President (since March 1997), Secretary and General
Counsel (since February 1997) and Director (since July, 1998) of MSDW Advisors
and MSDW Services and (since August 1996) Assistant Secretary of DWR; he is
also Senior Vice President (since March 1997), Assistant Secretary and
Assistant General Counsel of MSDW Distributors (since February 1997). He was
previously First Vice President, Assistant Secretary and Assistant General
Counsel of MSDW Advisors and MSDW Services. Mr. Robison is 60 years old and is
currently Executive Vice President and Chief Administrative Officer (since
September 1998) and Director (since February, 1999) of MSDW Advisors and MSDW
Services; prior thereto he was a Managing Director of the TCW Group, Inc. Mr.
McAlinden is 56 years old and is currently Executive Vice President and Chief
Investment Officer of MSDW Advisors and MSDW Services (since April 1996) and
Director of MSDW Trust (since April 1996). He was previously Senior Vice
President of MSDW Advisors
6
<PAGE>
(June 1995-April 1996) and prior thereto was a Managing Director at Dillon
Read. Mr. Giambrone is 44 years old and is currently Senior Vice President of
MSDW Advisors, MSDW Services, MSDW Distributors and MSDW Trust (since August
1995) and Director of MSDW Trust (since April 1996). He was formerly a partner
of KPMG Peat Marwick, LLP. Mr. Caloia is 53 years old and is currently First
Vice President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr.
Willison is 55 years old and is currently Senior Vice President of MSDW
Advisors. Mr. Arcieri is 50 years old and is currently Vice President of MSDW
Advisors. Mr. Lian is 44 years old and is currently Vice President of MSDW
Advisors. Ms. Stromberg is 50 years old and is currently Vice President of MSDW
Advisors. Other than Messrs. Robison, McAlinden and Giambrone, each of the
above officers has been an employee of MSDW Advisors or its affiliates for over
five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board currently consists of eight (8) Trustees. These same individuals
also serve as directors or trustees for all of the Morgan Stanley Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of this
Proxy Statement, there are a total of 85 Morgan Stanley Dean Witter Funds,
comprised of 120 portfolios. As of March 31, 1999, the Morgan Stanley Dean
Witter Funds had total net assets of approximately $120.5 billion and more than
six million shareholders.
Six Trustees (75% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
any stock or other securities issued by MSDW Advisors' parent company, MSDW.
These are the "disinterested" or "independent" Trustees. The other two Trustees
(the "Management Trustees") are affiliated with MSDW Advisors. Three of the six
Independent Trustees are also Independent Trustees of the TCW/DW Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The 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 current Independent Trustees serve as members of the Audit
Committee. Two of them also serve as members of the Derivatives Committee and
the Insurance Committee. The Committees hold some meetings at MSDW Advisors'
offices and some outside MSDW Advisors. Management Trustees or officers do not
attend these meetings unless they are invited for purposes of furnishing
information or making a report. The Funds do not have any nominating or
compensation committees.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; reviewing the
independence of the independent accountants; considering the range of audit and
non-audit fees and reviewing the adequacy of the Fund's system of internal
controls.
The Board of each Fund has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Fund with respect to
derivative investments, if any, made by the Fund. Finally, the Board of each
Fund has formed an Insurance Committee to review and monitor the insurance
coverage maintained by the Funds.
7
<PAGE>
The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Independent Trustees, the Derivatives Committee and the
Insurance Committee of each Fund during its most recent fiscal year. No Trustee
attended fewer than 75% of the meetings of the Board, the Audit Committee, the
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>
BOARD OF INDEPENDENT AUDIT DERIVATIVES INSURANCE
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- ---------------------------- ---------- ---------- ------------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
QUALITY MUNI ............... 10/31/98 4 12 3 2 2
CALIFORNIA QUALITY ......... 10/31/98 4 12 3 2 2
NEW YORK QUALITY ........... 10/31/98 4 12 3 2 2
</TABLE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley Dean Witter Funds
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of separate
groups of Independent Trustees arriving at conflicting decisions regarding
operations and management of the Funds and avoids the cost and confusion that
would likely ensue. Finally, having the same Independent Trustees serve on all
Fund Boards enhances the ability of each Fund to obtain, at modest cost to each
separate Fund, the services of Independent Trustees of the caliber, experience
and business acumen of the individuals who serve as Independent Trustees of the
Morgan Stanley Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds in
the Morgan Stanley Dean Witter Funds complex (and, if applicable, in the TCW/DW
Funds complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees may
allocate their investments among specific Funds in any manner they determine is
appropriate based on their individual investment objectives. As of the date of
this Proxy Statement, each Trustee is in compliance with the policy. Any future
Trustee will be given a one year period following his or her election within
which to comply with the foregoing. As of March 31, 1999, the total value of
the investments by the Trustees and/or their spouses in shares of the Morgan
Stanley Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $36.6 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.
8
<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 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 Committee meeting, 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 and
officers of the Trust who are or have been employed by MSDW Advisors or an
affiliated company receive no compensation or expense reimbursement from the
Trust for their services as Trustee.
As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds, including QUALITY MUNI and CALIFORNIA QUALITY 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 either 50% or 100% of the previous
periodic amount, an election that, respectively, increases or decreases the
previous periodic amount so that the resulting payments will be the actuarial
equivalent of the Regular Benefit. Benefits under the retirement program are
not secured or funded by the Trusts.
9
<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 the Independent Trustees of QUALITY MUNI and CALIFORNIA
QUALITY by those Trusts for their respective last fiscal years and the
estimated retirement benefits for the Independent Trustees of QUALITY MUNI and
CALIFORNIA QUALITY, to commence upon their retirement, as of the end of those
Trusts' respective last fiscal years.
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL SECURITIES
<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED RETIREMENT BENEFITS
---------------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- ----------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Michael Bozic ............... $1,400 $388 $971
Edwin J. Garn ............... 1,550 666 971
Wayne E. Hedien ............. 1,500 617 825
Manuel H. Johnson ........... 1,500 260 971
Michael E. Nugent ........... 1,550 495 971
John L. Schroeder ........... 1,550 784 815
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
MORGAN STANLEY DEAN WITTER CALIFORNIA QUALITY MUNICIPAL SECURITIES
<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED RETIREMENT BENEFITS
---------------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- ----------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Michael Bozic ............... $1,400 $388 $971
Edwin J. Garn ............... 1,550 666 971
Wayne E. Hedien ............. 1,500 617 825
Manuel H. Johnson ........... 1,500 260 971
Michael E. Nugent ........... 1,550 495 971
John L. Schroeder ........... 1,550 784 815
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
MORGAN STANLEY DEAN WITTER NEW YORK QUALITY MUNICIPAL SECURITIES
<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- ----------------------------- -------------------------------------
<S> <C>
Michael Bozic ............... $1,400
Edwin J. Garn ............... 1,550
Wayne E. Hedien ............. 1,500
Manuel H. Johnson ........... 1,500
Michael E. Nugent ........... 1,550
John L. Schroeder ........... 1,550
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
10
<PAGE>
The following table illustrates the compensation paid to the Independent
Trustees of the Funds for the calendar year ended December 31, 1998 for
services to the 85 Morgan Stanley Dean Witter Funds and, in the case of Messrs.
Johnson, Nugent and Schroeder, the 11 TCW/DW Funds that were in operation at
December 31, 1998. With respect to Messrs. Johnson, Nugent and Schroeder, the
TCW/DW Funds are included solely because of a limited exchange privilege
between those Funds and five Morgan Stanley Dean Witter Money Market Funds. No
compensation was paid to the Independent Trustees by Discover Brokerage Index
Series for the calendar year ended December 31, 1998.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE TOTAL CASH
AS DIRECTOR OR COMPENSATION
TRUSTEE AND FOR SERVICE AS FOR SERVICES TO
COMMITTEE TRUSTEE AND 85 MORGAN STANLEY
MEMBER OF COMMITTEE DEAN WITTER
85 MORGAN STANLEY MEMBER FUNDS AND 11
DEAN WITTER OF 11 TCW/DW TCW/DW
NAME OF INDEPENDENT TRUSTEES FUNDS FUNDS FUNDS
- ------------------------------ ------------------- ---------------- ------------------
<S> <C> <C> <C>
Michael Bozic ................ $120,150 -- $120,150
Edwin J. Garn ................ 132,450 -- 132,450
Wayne E. Hedien .............. 132,350 -- 132,350
Manuel H. Johnson ............ 128,400 $62,331 190,731
Michael E. Nugent ............ 132,450 62,131 194,581
John L. Schroeder ............ 132,450 64,731 197,181
</TABLE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 55 Morgan Stanley Dean Witter Funds
(including QUALITY MUNI and CALIFORNIA QUALITY represented in this Proxy
Statement) for the year ended December 31, 1998, and the estimated retirement
benefits for the Independent Trustees, to commence upon their retirement, from
the 55 Morgan Stanley Dean Witter Funds as of December 31, 1998.
RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
ESTIMATED ESTIMATE ANNUAL
CREDITED YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEES (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ------------------------------ ---------------- -------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic ................ 10 60.44% $22,377 $52,250
Edwin J. Garn ................ 10 60.44 35,225 52,250
Wayne E. Hedien .............. 9 51.37 41,979 44,413
Manuel H. Johnson ............ 10 60.44 14,047 52,250
Michael E. Nugent ............ 10 60.44 25,336 52,250
John L. Schroeder ............ 8 50.37 45,117 44,343
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF THE TRUSTEES NOMINATED FOR ELECTION.
11
<PAGE>
THE INVESTMENT MANAGER AND THE INVESTMENT MANAGEMENT AGREEMENTS
MSDW Advisors serves as the investment manager for each Trust pursuant to
an investment management agreement entered into between each Trust and MSDW
Advisors dated May 31, 1997 (each a "Management Agreement" and collectively,
the "Management Agreements") which took effect upon the consummation of the
merger of Dean Witter, Discover & Co. with Morgan Stanley Group Inc. Each
Management Agreement was approved by the Board of Trustees of each respective
Trust on February 21, 1997 and by each Trust's Shareholders at an Annual
Meeting of Shareholders held on May 20, 1997. The Management Agreements
supersede earlier investment management agreements between the Trusts and MSDW
Advisors and are identical in all material respects, including fees payable by
a Trust thereunder, to the earlier investment management agreements, except for
the dates of effectiveness and termination.
THE MANAGEMENT AGREEMENTS
The Management Agreements of QUALITY MUNI, CALIFORNIA QUALITY and NEW YORK
QUALITY (in this section, each "Trust" refers to each of the Trusts listed at
the beginning of this section), provide that MSDW Advisors shall obtain and
evaluate such information and advice relating to the economy and securities and
commodity markets as it deems necessary or useful to discharge its duties under
the respective Management Agreements, and that it shall continuously supervise
the management of the assets of each Trust in a manner consistent with the
investment objectives and policies of that Trust and subject to such other
limitations and directions as the Board of the Trust may, from time to time,
prescribe.
MSDW Advisors pays the compensation of the officers of each Trust and
provides the Trust with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. MSDW Advisors also pays for the services of personnel in connection
with the pricing of the Trust's shares and the preparation of prospectuses,
proxy statements and reports required to be filed with federal and state
securities commissions (except insofar as the participation or assistance of
independent accountants and attorneys is, in the opinion of MSDW Advisors,
necessary or desirable). In return for its services and the expenses MSDW
Advisors assumes under the Management Agreements, each Trust pays MSDW Advisors
compensation which is computed and accrued weekly and payable monthly and which
is determined by applying the following annual rate to each Trust's average
weekly net assets as set forth in the table below:
<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO MSDW ADVISORS NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- ---------------------------- ------------------------------ ------------- -------------------- ---------------
<S> <C> <C> <C> <C>
QUALITY MUNI ............... 0.35% to the Trust's average 10/31/98 $1,289,496 $363,508,923
weekly net assets
CALIFORNIA QUALITY ......... 0.35% to the Trust's average 10/31/98 $ 749,021 $209,990,413
weekly net assets
NEW YORK QUALITY ........... 0.35% to the Trust's average 10/31/98 $ 342,208 $ 98,862,298
weekly net assets
</TABLE>
Under the Management Agreements, each Trust is obligated to bear all of
the costs and expenses of its operation, except those specifically assumed by
MSDW Advisors, including, without limitation: charges and expenses of any
registrar, custodian or depository appointed by the Trust for the safekeeping
of its cash, portfolio securities or commodities and other property, and any
stock transfer or dividend agent or agents appointed by the Trust; brokers'
commissions chargeable to the Trust in connection with portfolio securities
transactions to which the Trust is a party; all taxes, including securities or
commodities issuance and transfer taxes, and corporate fees payable by the
Trust to federal, state or other governmental agencies; costs and
12
<PAGE>
expenses of engraving or printing of certificates representing shares of the
Trust; all costs and expenses in connection with registration and maintenance
of registration of the Trust and of its shares with the Securities and Exchange
Commission and various states and other jurisdictions (including filing fees
and legal fees and disbursements of counsel); the cost and expense of printing,
including typesetting, and distributing prospectuses of the Trust to its
Shareholders; all expenses of Shareholders' and Trustees' meetings and of
preparing, printing and mailing proxy statements and reports to Shareholders;
fees and travel expenses of Trustees or members of any advisory board or
committee who are not employees of MSDW Advisors or any corporate affiliate of
MSDW Advisors; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares or in cash; charges
and expenses of any outside service used for the pricing of the Trust's shares;
charges and expenses of legal counsel, including counsel to the Independent
Trustees of the Trust, and independent accountants in connection with any
matter relating to the Trust (not including compensation or expenses of
attorneys employed by MSDW Advisors); association dues; interest payable on the
Trust's borrowings; fees and expenses incident to the listing of the Trust's
shares on any stock exchange; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Trust which inure to its
benefit; and extraordinary expenses (including, but not limited to, legal
claims and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of MSDW Advisors' operations unless
otherwise explicitly provided in the respective Management Agreements.
The administrative services called for under the Management Agreements are
performed by MSDW Services, a wholly-owned subsidiary of MSDW Advisors,
pursuant to a Services Agreement between MSDW Advisors and MSDW Services.
The Management Agreements provided that after an initial term expiring
April 30, 1999, each will continue in effect from year to year thereafter,
provided that each such continuance is approved by the vote of a majority, as
defined by the 1940 Act, of the outstanding voting securities of the Trust or
by the Trustees of the Trust, and, in either event, by the vote cast in person
by a majority of the Independent Trustees at a meeting called for the purpose
of voting on such approval. Each Management Agreement's continuance, until
April 30, 2000, was approved by the Trustees, including a majority of the
Independent Trustees, at a meeting of the Trustees held on April 22, 1999,
called for the purpose of approving the Management Agreements.
Each Management Agreement also provides that it may be terminated at any
time by MSDW Advisors, the Trustees or by a vote of a majority of the
outstanding voting securities (Common Shares and Preferred Shares voting
together as a single class) of the applicable Trust, in each instance without
the payment of any penalty, on thirty days' notice and provides for its
automatic termination in the event of its assignment.
THE INVESTMENT MANAGER
Morgan Stanley Dean Witter Advisors Inc. is each Trust's investment
manager. 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., is a wholly-owned subsidiary of MSDW,
a preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses--securities, asset management
and credit services.
The Principal Executive Officer and Directors of MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Ronald E. Robison,
Executive Vice President and Chief Administrative Officer and Barry Fink,
Senior Vice President, Secretary and General Counsel. The principal occupations
of Messrs. Merin, Robison and Fink are described 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.
13
<PAGE>
MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW involving material amounts which, in the
opinion of its management, will be resolved with no material effect on the
consolidated financial position of the company.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors. The Appendix lists the investment companies for which
MSDW Advisors provides investment management or investment advisory services
and which have similar investment objectives to those of the Trusts listed in
this Proxy Statement and sets forth the fees payable to MSDW Advisors by such
companies, including the Trusts, and their net assets as of April 22, 1999.
During the fiscal years ended October 31, 1998, for QUALITY MUNI,
CALIFORNIA QUALITY and NEW YORK QUALITY, each Trust accrued to MSDW Trust, each
Trust's Transfer Agent and an affiliate of MSDW Advisors, transfer agency fees
of $81,313, $40,135, and $22,822, respectively.
AFFILIATED BROKER
Because DWR, Morgan Stanley & Co. Incorporated and MSDW Advisors are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Trusts. During each of their respective last fiscal
years, the Trusts paid no brokerage commissions to DWR or to Morgan Stanley &
Co. Incorporated.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees of each Trust have unanimously selected the firm of
PricewaterhouseCoopers LLP as each Trust's independent accountants for the
respective fiscal years ending October 31, 1999. Its selection is being
submitted for ratification or rejection by Shareholders of each Trust at the
Meetings. PricewaterhouseCoopers LLP has been the independent accountants for
each Trust since its inception, and has no direct or indirect financial
interest in any of the Trusts.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the Meetings and will be available to respond to appropriate questions of
Shareholders.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of PricewaterhouseCoopers LLP as the independent
accountants for each respective Trust.
THE TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS.
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 for a total of not more
than 60 days in the aggregate to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a majority
of the applicable Trust's shares present in person or by proxy at the Meeting.
The persons named as proxies will vote in favor of such adjournment those
proxies which have been received by the date of the Meeting.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting of any Trust for purposes of determining whether a
particular proposal to be voted upon has been approved. Broker "non-votes" are
shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Trust must be received by no later
than January 3, 2000 for each Trust for inclusion in the proxy statement for
each respective Trust's next Annual Meeting. The mere submission of a proposal
does not guarantee its inclusion in the proxy materials or its presentation at
the meeting. Certain rules under the federal securities laws must be met.
REPORTS TO SHAREHOLDERS
EACH TRUST'S MOST RECENT ANNUAL REPORT FOR EACH TRUST'S MOST RECENT FISCAL
YEAR END HAVE BEEN SENT PREVIOUSLY 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 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>
APPENDIX
MSDW Advisors serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart showing
the net assets of each such investment company as of April 22, 1999 and the
investment management or advisory fee rate(s) applicable to such investment
company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/22/99 OF NET ASSETS
---------------------- ------------------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
CALIFORNIA TAX-FREE INCOME FUND* ............ $ 900,917,407 0.55% on assets up to $500 million,
scaled down at various asset levels to
0.45% on assets over $1.25 billion
2. MORGAN STANLEY DEAN WITTER LIMITED
TERM MUNICIPAL TRUST* ....................... 57,535,134 0.50%
3. MORGAN STANLEY DEAN WITTER
MULTI-STATE MUNICIPAL SERIES TRUST* ......... 373,100,434 0.35%
4. MORGAN STANLEY DEAN WITTER NEW
YORK TAX-FREE INCOME FUND* .................. 157,128,377 0.55% on assets up to $500 million and
0.525% on assets over $500 million
5. MORGAN STANLEY DEAN WITTER
TAX-EXEMPT SECURITIES TRUST* ................ 1,165,685,324 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.325% on assets over $1.25 billion
6. MORGAN STANLEY CALIFORNIA INSURED
MUNICIPAL INCOME TRUST** .................... 255,830,275 0.35%
7. MORGAN STANLEY CALIFORNIA QUALITY
MUNICIPAL SECURITIES** ...................... 215,387,901 0.35%
8. MORGAN STANLEY INSURED CALIFORNIA
MUNICIPAL SECURITIES** ...................... 65,853,782 0.35%
9. MORGAN STANLEY INSURED MUNICIPAL
BOND TRUST** ................................ 108,989,063 0.35%
10. MORGAN STANLEY INSURED MUNICIPAL
INCOME TRUST** .............................. 588,899,301 0.35%
11. MORGAN STANLEY INSURED MUNICIPAL
SECURITIES** ................................ 138,682,660 0.35%
12. MORGAN STANLEY INSURED MUNICIPAL TRUST** .... 484,844,258 0.35%
13. MORGAN STANLEY NEW YORK QUALITY
MUNICIPAL SECURITIES** ...................... 98,152,645 0.35%
14. MORGAN STANLEY QUALITY MUNICIPAL
INCOME TRUST** .............................. 742,739,096 0.35%
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/22/99 OF NET ASSETS
--------------- ---------------------------------------------
<S> <C> <C>
15. MORGAN STANLEY QUALITY MUNICIPAL
INVESTMENT TRUST** ..................... $382,805,457 0.35%
16. MORGAN STANLEY QUALITY MUNICIPAL
SECURITIES** ........................... 366,391,881 0.35%
17. MORGAN STANLEY MUNICIPAL INCOME
TRUST** ................................ 296,765,850 0.35% on assets up to $250 million and
0.25% on assets over $250 million
18. MORGAN STANLEY MUNICIPAL INCOME
TRUST II** ............................. 266,730,829 0.40% on assets up to $250 million and
0.30% on assets over $250 million
19. MORGAN STANLEY MUNICIPAL INCOME
TRUST III** ............................ 62,383,455 0.40% on assets up to $250 million and
0.30% on assets over $250 million
20. MORGAN STANLEY MUNICIPAL INCOME
OPPORTUNITIES TRUST** .................. 184,359,527 0.50%
21. MORGAN STANLEY MUNICIPAL INCOME
OPPORTUNITIES TRUST II** ............... 179,413,833 0.50%
22. MORGAN STANLEY MUNICIPAL INCOME
OPPORTUNITIES TRUST III** .............. 104,848,850 0.50%
23. MORGAN STANLEY MUNICIPAL PREMIUM
INCOME TRUST** ......................... 340,816,579 0.40%
24. MORGAN STANLEY DEAN WITTER SELECT
MUNICIPAL REINVESTMENT FUND*** ......... 91,223,116 0.50%
25. MORGAN STANLEY DEAN WITTER HAWAII
MUNICIPAL TRUST* ....................... 7,805,237 0.35%(1)
</TABLE>
- ----------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the reinvestment
of UIT distributions
(1) MSDW Advisors has undertaken, from January 1, 1999 through December 31,
1999, to continue to assume all operating expenses (except for any 12b-1
and brokerage fees) of Morgan Stanley Dean Witter Hawaii Municipal Trust
and to waive the compensation provided for in its investment management
agreement with that company to the extent that such assets exceed 0.55%
of that company's daily net assets.
A-2
<PAGE>
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL SECURITIES
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 Securities on June 22, 1999, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated May 3, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
PLEASE MARK VOTES AS IN THE
BLACK OR BLUE INK EXAMPLE USING [X]
COMMON SHARES
2. Ratification of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP as independent [ ] [ ] [ ]
accountants.
Please make sure to sign and date this Proxy using black or blue ink.
Date_______________________________________________
___________________________________________________
___________________________________________________
Shareholder sign in the box above
___________________________________________________
___________________________________________________
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL SECURITIES
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL SECURITIES
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 Securities on June 22, 1999, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated May 3, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
2. Election of one (1) Preferred Trustee: [ ] [ ]
03. Manuel H. Johnson
PLEASE MARK VOTES AS IN THE EXAMPLE FOR
AGAINST ABSTAIN USING BLACK OR BLUE INK [X]
PREFERRED SHARES
3. Ratification of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent accountants.
Please make sure to sign and date this Proxy using black or blue ink.
Date____________________________________________
________________________________________________
________________________________________________
Shareholder sign in the box above
________________________________________________
________________________________________________
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL SECURITIES
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER NEW YORK QUALITY MUNICIPAL SECURITIES
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 New York Quality Municipal Securities on June 22,
1999, at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated May 3, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
PLEASE MARK VOTES AS IN THE EXAMPLE FOR
AGAINST ABSTAIN USING BLACK OR BLUE INK [X]
COMMON SHARES
2. Ratification of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent accountants.
Please make sure to sign and date this Proxy using black or blue ink.
Date____________________________________________
________________________________________________
________________________________________________
Shareholder sign in the box above
________________________________________________
________________________________________________
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
NEW YORK QUALITY MUNICIPAL SECURITIES
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER NEW YORK QUALITY MUNICIPAL SECURITIES
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 New York Quality Municipal Securities on June 22,
1999, at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated May 3, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
2. Election of one (1) Preferred Trustee: [ ] [ ]
03. Manuel H. Johnson
PLEASE MARK VOTES AS IN THE EXAMPLE FOR
AGAINST ABSTAIN USING BLACK OR BLUE INK [X]
PREFERRED SHARES
3. Ratification of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent accountants.
Please make sure to sign and date this Proxy using black or blue ink.
Date____________________________________________
________________________________________________
________________________________________________
Shareholder sign in the box above
________________________________________________
________________________________________________
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES -
MORGAN STANLEY DEAN WITTER
NEW YORK QUALITY MUNICIPAL SECURITIES
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER CALIFORNIA QUALITY MUNICIPAL SECURITIES
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 Quality Municipal Securities on June 22,
1999, at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated May 3, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
PLEASE MARK VOTES AS IN THE EXAMPLE FOR
AGAINST ABSTAIN USING BLACK OR BLUE INK [X]
COMMON SHARES
2. Ratification of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent accountants.
Please make sure to sign and date this Proxy using black or blue ink.
Date____________________________________________
________________________________________________
________________________________________________
Shareholder sign in the box above
________________________________________________
________________________________________________
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL SECURITIES
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
<PAGE>
MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL SECURITIES
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 Quality Municipal Securities on June 22,
1999, at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated May 3, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
2. Election of one (1) Preferred Trustee: [ ] [ ]
03. Manuel H. Johnson
PLEASE MARK VOTES AS IN THE EXAMPLE FOR
AGAINST ABSTAIN USING BLACK OR BLUE INK [X]
PREFERRED SHARES
3. Ratification of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent accountants.
Please make sure to sign and date this Proxy using black or blue ink.
Date____________________________________________
________________________________________________
________________________________________________
Shareholder sign in the box above
________________________________________________
________________________________________________
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL SECURITIES
- --------------------------------------------------------------------------------
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.
