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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or Section 240.14

Morgan Stanley Dean Witter Insured Municipal Trust
Morgan Stanley Dean Witter Insured Municipal Bond Trust
Morgan Stanley Dean Witter Insured Municipal Income Trust
Morgan Stanley Dean Witter California Insured Municipal Income Trust
Morgan Stanley Dean Witter Quality Municipal Income Trust
Morgan Stanley Dean Witter Quality Municipal Investment Trust

---------------------------
(Name of Registrant as Specified in its Charter)

LouAnne D. McInnis
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:

Set forth the amount on which the filing fee is calculated and state how it
was determined.

4) Proposed maximum aggregate value of transaction:

5) Fee previously paid:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
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:

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY DEAN WITTER CALIFORNIA INSURED
MUNICIPAL INCOME TRUST
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

TO BE HELD OCTOBER 23, 2001

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER INSURED MUNICIPAL TRUST, MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL
BOND TRUST, MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST, MORGAN
STANLEY DEAN WITTER CALIFORNIA INSURED MUNICIPAL INCOME TRUST, MORGAN STANLEY
DEAN WITTER QUALITY MUNICIPAL INCOME TRUST, and MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INVESTMENT TRUST, (individually, a "Trust" and, collectively,
the "Trusts"), unincorporated business trusts organized under the laws of the
Commonwealth of Massachusetts, will be held jointly in the Career Development
Room, Sixty-First Floor, Two World Trade Center, New York, New York 10048, on
October 23, 2001 at 9:00 a.m., New York City time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:

1. For MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST, MORGAN
STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST and MORGAN STANLEY DEAN
WITTER QUALITY MUNICIPAL INVESTMENT TRUST, to elect three (3) Trustees to
serve until the year 2004 Annual Meeting of each Trust and for MORGAN
STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST, MORGAN STANLEY DEAN
WITTER INSURED MUNICIPAL INCOME TRUST and MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL INCOME TRUST, to elect two (2) Trustees to
serve until the year 2004 Annual Meeting of each Trust, or, in each case,
until their successors shall have been elected and qualified; and

2. To transact such other business as may properly come before the
Meetings or any adjournments thereof.

MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:

For MORGAN STANLEY INSURED MUNICIPAL BOND TRUST, MORGAN STANLEY DEAN
WITTER INSURED MUNICIPAL INCOME TRUST and MORGAN STANLEY DEAN WITTER CALIFORNIA
INSURED MUNICIPAL INCOME TRUST, to elect one (1) Trustee to serve until the
year 2004 Annual Meeting of each Trust or, in each case, until his successor
shall have been elected and qualified.

Shareholders of record of each Trust as of the close of business on July
26, 2001 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 to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the
applicable Trust's shares present in person or by proxy at the Meeting. The
persons named as proxies will vote in favor of such adjournment those proxies
which have been received by the date of the Meeting.

BARRY FINK
Secretary
August 15, 2001
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.
- --------------------------------------------------------------------------------

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

--------------------
JOINT PROXY STATEMENT
--------------------

ANNUAL MEETINGS OF SHAREHOLDERS

OCTOBER 23, 2001

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL TRUST ("IMT"), MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL
BOND TRUST ("IMB"), MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST
("IIM"), MORGAN STANLEY DEAN WITTER CALIFORNIA INSURED MUNICIPAL INCOME TRUST
("IIC"), MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST ("IQI") and
MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST ("IQT")
(individually, a "Trust" and, collectively, the "Trusts") for use at the Annual
Meetings of Shareholders of the Trusts to be held jointly on October 23, 2001
(the "Meeting(s)"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about August 17, 2001.

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
("Shares") represented by the proxy in accordance with the instructions marked
thereon. Unmarked proxies will be voted for each of the nominees for election
as Trustee to be elected by all shareholders ("Shareholders") with respect to
each Trust, and for the nominee to be elected by only the preferred
shareholders ("Preferred Shareholders") of each respective Trust set forth in
the attached Notice of Annual Meetings of Shareholders. A proxy may be revoked
at any time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Trusts, execution and delivery of a later
dated proxy to the Secretary of the Trusts (whether by mail or, as discussed
below, by touchtone telephone or the Internet) (if returned and received in
time to be voted), or attendance and voting at the Meetings. Attendance at the
Meetings will not in and of itself revoke a proxy.

Shareholders of record of each Trust as of the close of business on July
26, 2001, 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.

The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:

NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
JULY 26, 2001 JULY 26, 2001
NAME OF FUND (RECORD DATE) (RECORD DATE)
- ------------ ------------- -------------

IMT ...................... 21,081,880 2,600
IMB ...................... 4,788,320 600
IIM ...................... 26,516,313 3,100
IIC ...................... 12,262,862 1,300
IQI ...................... 30,032,520 4,160
IQT ...................... 16,844,513 2,100

The cost of soliciting proxies for the Meeting of each Trust, consisting
principally of printing and mailing expenses, will be borne by each respective
Trust. The solicitation of proxies will be by mail, which may be supplemented
by solicitation by mail, telephone or otherwise through Trustees, officers of
the Trusts, or officers and regular employees of Morgan Stanley Investment
Advisors Inc. ("Morgan Stanley Investment Advisors" or the "Investment
Manager"), Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"), Morgan Stanley
Services Company Inc. ("Morgan Stanley Services") and/or Morgan Stanley DW Inc.
("Morgan Stanley DW"), without special compensation therefor. In addition, each
Trust may employ William F. Doring & Co. as proxy solicitor, the cost of which
is not expected to exceed $3,000 for each Trust and will be borne by each
respective Trust.

Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this Proxy Statement. To vote by touchtone telephone, Shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, Shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to Shareholders whose shares are
held in street name.

In certain instances, William F. Doring & Co. and MSDW Trust may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on any Proposal other than to refer to the
recommendations of the Board. The Trust has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although a
Shareholder's vote may be taken by telephone, each Shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed proxy card
or by touchtone telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card, touchtone telephone
or Internet, will be the last vote that is counted and will revoke all previous
votes by the Shareholder. With respect to the solicitation of a telephonic vote
by William F. Doring & Co., additional expenses would include $7.00 per
telephone vote transacted, $3.00 per outbound telephone contact and costs
relating to obtaining Shareholders' telephone numbers, which would be borne by
each respective Trust.

(1) ELECTION OF TRUSTEES FOR EACH TRUST

The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at nine. There are presently
nine Trustees for each Trust. At the Meetings, pursuant to each Trust's
Declaration of Trust, three nominees for IMT, IQI and IQT and two nominees for
IMB, IIM and IIC are to be elected to each Trust's Board of Trustees by the
holders of the Common Shares and the Preferred Shares of each respective Trust
voting together as a single class. Additionally, pursuant to each respective
Trust's Declaration of Trust and the Investment Company Act of 1940, as amended
(the "1940 Act"), one nominee Trustee for IMB, IIM and IIC is to be elected to
the Board of Trustees of each respective Trust by the holders of the Preferred
Shares of each of those Trusts voting separately as a single class, all as set
forth below:

IMT, IQI and IQT-- IMB, IIM, and IIC--

Until the year 2004 Annual Meeting Until the year 2004 Annual Meeting
- ---------------------------------- ----------------------------------
By all Shareholders: By all Shareholders:
Edwin J. Garn Michael Bozic
Michael E. Nugent James F. Higgins
Philip J. Purcell
By only Preferred Shareholders:
Charles A. Fiumefreddo

Six of the current nine Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trusts, as that term is defined in the 1940 Act. The other three current
Trustees, Charles A. Fiumefreddo, James F. Higgins and Philip J. Purcell, are
"interested persons" (as that term is defined in the 1940 Act) of the Trusts
and Morgan Stanley Investment 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 previously elected by the Shareholders of the Trusts.

The nominees of the Boards of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy,
unless instructed by proxy to withhold authority to vote for the nominees, to
vote all validly executed proxies for the election of these nominees: for IMT,
IQI and IQT--Edwin J. Garn, Michael E. Nugent and Philip J. Purcell; for IMB,
IIM and IIC--Michael Bozic, Charles A. Fiumefreddo and James F. Higgins. Should
any of the nominees become unable or unwilling to accept nomination or
election, the persons named in the proxy will exercise their voting power in
favor of such person or persons as the Boards may recommend or, in the case of
an Independent Trustee nominee, as the Independent Trustees of each Trust may
recommend. All of the nominees have consented to being named in this Proxy
Statement and to serve if elected. The Trusts know of no reason why any of the
said nominees would be unable or unwilling to accept nomination or election.
With respect to each Trust, the election of the nominees listed above to be
elected by all Shareholders requires the approval of a majority of the shares
of the Trust represented and entitled to vote at the Meeting (Common Shares and
Preferred Shares 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 the Trust
represented and entitled to vote at the Meeting (voting separately as a single
class).

Pursuant to the provisions of the Declaration of Trust of each Trust, in
certain cases as amended, the Trustees are divided into three separate classes,
each class having a term of three years. The term of office of one of each of
the three classes will expire each year.

The Board of each Trust previously has determined that any nominee for
election as Trustee for each Trust will stand for election as Trustee and serve
as Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic, Fiumefreddo and Higgins; Class II--Messrs. Hedien, Johnson and
Schroeder; and Class III--Messrs. Garn, Nugent and Purcell. Each nominee will,
if elected, serve a term of up to approximately three years running for the
period assigned to that class and terminating at the date of the Annual Meeting
of Shareholders so designated by the Boards, or any adjournments thereof. In
addition, pursuant to each Trust's Declaration of Trust and the 1940 Act, the
Board of each Trust previously determined that one of the Class I Trustees and
one of the Class II Trustees will be designated as Trustees to be elected by
the Preferred Shareholders voting separately. In this regard, Charles A.
Fiumefreddo and Manuel H. Johnson serve as Trustees of each Trust's Board of
Trustees on behalf of the Preferred Shareholders, the terms of each to expire
with his designated Class. In accordance with the above, the Trustees in Class
III for IMT, IQI and IQT and the Trustees in Class I for IMB, IIM and IIC are
standing for election at the Meetings and, if elected, will serve until the
year 2004 Annual Meetings, or, in each case, until their successors shall have
been elected and qualified. As a consequence of this method of election, the
replacement of a majority of each of the Boards could be delayed for up to two
years.

The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Boards, includes his principal
occupations and employment for at least the last five years, his age, shares of
each Trust owned, if any, as of July 26, 2001 (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 98
investment companies, including the Trusts, for which Morgan Stanley Investment
Advisors serves as investment manager or investment adviser (referred to herein
as the "Morgan Stanley Funds") and the 2 investment companies, TCW/DW Term
Trust 2002 and TCW/DW Term Trust 2003, for which Morgan Stanley Investment
Advisors' wholly-owned subsidiary, Morgan Stanley 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 Meetings of IMT, IQI and IQT
by all Shareholders are:

EDWIN JACOB (JAKE) GARN, Trustee since January 1993*; age 68; Director or
Trustee of the Morgan Stanley 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 Allliance (joint venture between Lockheed Martin and the Boeing Company)
and Nuskin Asia Pacific (multilevel marketing); member of the Utah Regional
Advisory Board of Pacific Corp.; member of the board of various civic and
charitable organizations.

MICHAEL E. NUGENT, Trustee since July 1991*; age 65; General Partner,
Triumph Capital, L.P., a private investment partnership; Chairman of the
Insurance Committee and Director or Trustee of the Morgan Stanley Funds and the
TCW/DW Term Trusts; Director of various investment companies managed by Morgan
Stanley Investment Management Inc. and Morgan Stanley Investments LP (since July
2001); formerly Vice President, Bankers Trust Company and BT Capital
Corporation; director of various business organizations.

PHILIP J. PURCELL, Trustee since April 1994*; age 57; Chairman of the
Board of Directors and Chief Executive Officer of Morgan Stanley Dean Witter &
Co. ("Morgan Stanley"), Morgan Stanley DW and Novus Credit Services Inc.;
Director of Morgan Stanley Distributors Inc. ("Morgan Stanley Distributors");
Director or Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts;
Director of American Airlines, Inc. and its parent company, AMR Corporation;
Director and/or officer of various Morgan Stanley subsidiaries.

- ----------
* This is the date the Trustee began serving the Morgan Stanley Funds complex.

The nominees for Trustee to be elected at the Meetings of IMB, IIM and IIC
by all Shareholders are:

MICHAEL BOZIC, Trustee since April 1994*; age 60; Retired; Director or
Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts; formerly Vice
Chairman of Kmart Corporation (December 1998-October 2000); formerly Chairman
and Chief Executive Officer of Levitz Furniture Corporation (November
1995-November 1998); formerly President and Chief Executive Officer of Hills
Department Stores (1991-1995); 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.

JAMES F. HIGGINS, Trustee since June 2000*; age 53; Chairman of the
Private Client Group of Morgan Stanley (since August 2000); Director of MSDW
Trust and Dean Witter Realty Inc.; Director or Trustee of the Morgan Stanley
Funds and the TCW/DW Term Trusts (since June 2000); previously President and
Chief Operating Officer of the Private Client Group of Morgan Stanley (May
1999-August 2000), President and Chief Operating Officer of Individual
Securities of Morgan Stanley (February 1997-May 1999), President and Chief
Operating Officer of Dean Witter Securities of Morgan Stanley (1995-February
1997), and Director (1985-1997) of Morgan Stanley DW.

The nominee for Trustee to be elected at the Meetings of IMB, IIM and IIC
by only the Preferred Shareholders is:

CHARLES A. FIUMEFREDDO, Trustee since July 1991*; age 68; Chairman,
Director or Trustee and Chief Executive Officer of the Morgan Stanley Funds and
the TCW/DW Term Trusts; formerly Chairman, Chief Executive Officer and Director
of Morgan Stanley Investment Advisors, Morgan Stanley Services and Morgan
Stanley Distributors, Executive Vice President of Morgan Stanley DW, Chairman
and Director of MSDW Trust and Director and/or officer of various Morgan
Stanley subsidiaries (until June 1998).

The Trustees who are not standing for re-election at this Meeting are:

WAYNE E. HEDIEN, Trustee since September 1997*; age 67; Retired; Director
or Trustee of the Morgan Stanley 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.

MANUEL H. JOHNSON, Trustee since July 1991*; age 52; 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
Funds and the TCW/DW Term Trusts; Director of 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.

JOHN L. SCHROEDER, Trustee since April 1994*; Age 71; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Funds
and the TCW/DW Term Trusts; Director of Citizens Communications Company
(telecommunications company); formerly Executive Vice President and Chief
Investment Officer of the Home Insurance Company.

- ----------
* This is the date the Trustee began serving the Morgan Stanley Funds complex.

The executive officers of each Trust other than shown above are: Mitchell
M. Merin, President; Barry Fink, Vice President, Secretary and General Counsel;
Ronald E. Robison, Vice President; Joseph J. McAlinden, Vice President; Robert
S. Giambrone, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In addition, Jonathan R. Page, Joseph R. Arcieri, Gerard J.
Lian and Katherine H. Stromberg are Vice Presidents of each Trust and Marilyn
K. Cranney, Natasha Kassian, Todd Lebo, LouAnne D. McInnis, Carsten Otto, Ruth
Rossi and George Silfen, serve as Assistant Secretaries of each Trust.

Mr. Merin is 47 years old and is currently President and Chief Operating
Officer of Morgan Stanley Investment Management (since December 1998),
President, Director (since April 1997) and Chief Executive Officer (since June
1998) of Morgan Stanley Investment Advisors and Morgan Stanley Services,
Chairman, Chief Executive Officer and Director of Morgan Stanley 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
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
Morgan Stanley subsidiaries. Mr. Fink is 46 years old and is currently General
Counsel (since May 2000) and Managing Director (since December 2000) of Morgan
Stanley Investment Management; Managing Director (since December 2000),
Secretary and General Counsel (since February 1997) and Director (since July
1998) of Morgan Stanley Investment Advisors and Morgan Stanley Services and
Assistant Secretary of Morgan Stanley DW (since August 1996); he is also Vice
President and Secretary of Morgan Stanley Distributors and Vice President,
Secretary and General Counsel of the Morgan Stanley Funds and the TCW/DW Term
Trusts (since February 1997). He was previously Senior Vice President,
Assistant Secretary and Assistant General Counsel of Morgan Stanley Investment
Advisors and Morgan Stanley Services. Mr. Robison is 62 years old and is
currently Managing Director and Chief Administrative Officer (since September
1998) and Director (since February 1999) of Morgan Stanley Investment Advisors
and Morgan Stanley Services; prior thereto he was a Managing Director of the
TCW Group, Inc. Mr. McAlinden is 58 years old and is currently Managing
Director and Chief Investment Officer of Morgan Stanley Investment Advisors and
Morgan Stanley Services and Director of MSDW Trust. He was previously Senior
Vice President of Morgan Stanley Investment Advisors. Mr. Giambrone is 46 years
old and is currently Managing Director of Morgan Stanley Investment Advisors,
Morgan Stanley Services, Morgan Stanley Distributors and MSDW Trust and
Director of MSDW Trust. Mr. Willison is 57 years old and is currently Managing
Director of Morgan Stanley Investment Advisors. Mr. Caloia is 55 years old and
is currently First Vice President and Assistant Treasurer of Morgan Stanley
Investment Advisors and Morgan Stanley Services. Mr. Page is 54 years old and
is currently Managing Director of Morgan Stanley Investment Advisors. Mr.
Arcieri is 53 years old and is currently Principal of Morgan Stanley Investment
Advisors. Mr. Lian is 46 years old and is currently Vice President of Morgan
Stanley Investment Advisors. Ms. Stromberg is 53 years old and is currently
Principal of Morgan Stanley Investment Advisors. Other than Mr. Robison, each
of the above officers has been an employee of Morgan Stanley Investment
Advisors or its affiliates for over five years.

THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES

The Board of Trustees consists of nine (9) trustees. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Funds, and are referred to in this section as Trustees. As of the date of this
Proxy Statement, there are a total of 98 Morgan Stanley Funds, comprised of 130
portfolios. As of July 31, 2001, the Morgan Stanley Funds had total net assets
of approximately $140 billion and more than six million shareholders.

Six Trustees (67% of the total number) have no affiliation or business
connection with Morgan Stanley Investment Advisors or any of its affiliated
persons and do not own any stock or other securities issued by Morgan Stanley
Investment Advisors' parent company, Morgan Stanley. These are the
"disinterested" or "independent" Trustees.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Funds seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the Funds' Boards, such individuals may reject other attractive
assignments because the Funds make substantial demands on their time. All of
the Independent Trustees serve as members of the Audit Committee. In addition,
three of the Trustees, including two Independent Trustees, also serve as
members of the Derivatives Committee and the Insurance Committee. The Trusts do
not have any nominating or compensation committees.

The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among Funds in the same complex; and
approving fidelity bond and related insurance coverage and allocations, as well
as other matters that arise from time to time.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; reviewing the adequacy of each Trust's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board. All of the members of the Audit Committee are independent as defined in
the New York Stock Exchange Corporate Governance Standards for audit
committees.

The Board of each Trust has formed a Derivatives Committee to approve
parameters for and monitor the activities of each Trust with respect to
derivative investments, if any, made by such Trust. Finally, the Board of each
Trust has formed an Insurance Committee to review and monitor the insurance
coverage maintained by the Trust.

The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Committee of the Independent Trustees, the Derivatives
Committee and the Insurance Committee of each Trust during its most recent
fiscal year. No Trustee attended fewer than 75% of the meetings of the Board,
the Audit Committee, the Independent Trustees, the Derivatives Committee or the
Insurance Committee held while he served in such positions.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

COMMITTEE
OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES INSURANCE
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE
NAME OF TRUST YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- ------------- -------- -------- -------- -------- -------- --------

IMT ........... 10/31/00 4 8 6 5 1
IMB ........... 10/31/00 4 8 6 5 1
IIM ........... 10/31/00 4 8 6 5 1
IIC ........... 10/31/00 4 8 6 5 1
IQI ........... 10/31/00 4 8 6 5 1
IQT ........... 10/31/006 4 8 6 5 1

AUDIT COMMITTEE REPORT

The Board of Trustees of each Trust has adopted a formal written charter
for the Audit Committee which sets forth the Audit Committee's
responsibilities. A copy of the Audit Committee charter is attached to this
Proxy Statement as Exhibit A.

The Audit Committee of each Trust has reviewed and discussed the financial
statements of each Trust with management as well as with Deloitte & Touche LLP,
the independent auditors for each Trust. In the course of its discussions, the
Audit Committee also discussed with Deloitte & Touche LLP any relevant matters
required to be discussed under Statement on Auditing Standards No. 61. Based on
this review, the Audit Committee recommended to the Board of Trustees of each
Trust that each Trust's audited financial statements be included in each
Trust's Annual Report to Shareholders for the most recent fiscal year for
filing with the Securities and Exchange Commission. The Audit Committee has
received the written disclosures and the letter from Deloitte & Touche LLP
required under Independence Standards Board No. 1 and has discussed with the
independent auditors their independence.

The Audit Committee

Manuel H. Johnson (Chairman)
Michael Bozic
Edwin J. Garn
Wayne E. Hedien
Michael E. Nugent
John L. Schroeder

ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY FUNDS

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley 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 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 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, 2001, the total value of the investments by the Trustees and/or
their spouses in shares of the Morgan Stanley Funds was approximately $50.6
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.

COMPENSATION OF INDEPENDENT TRUSTEES

Each Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board attended by the Trustee (each Trust pays
the Chairman of the Audit Committee an additional annual fee of $750 and the
Chairmen of the Derivatives and Insurance Committees additional annual fees of
$500). If a Board meeting and a meeting of the Independent Trustees or a
Committee meeting, or a meeting of the Independent Trustees and/or more than
one Committee meeting, take place on a single day, the Trustees are paid a
single meeting fee by each Trust. Each Trust also reimburses such Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees who are or have been employed by Morgan
Stanley Investment Advisors or an affiliated company receive no compensation or
expense reimbursement from the Trusts for their services as Trustee.

As of the date of this Proxy Statement, 53 of the Morgan Stanley Funds,
including each of the Trusts represented in this Proxy Statement, have adopted
a retirement program under which an Independent Trustee who retires after
serving for at least five years (or such lesser period as may be determined by
the Board) as an Independent Director or Trustee of any Morgan Stanley Fund
that has adopted the retirement program (each such Fund referred to as an
"Adopting Fund" and each such Trustee referred to as an "Eligible Trustee") is
entitled to retirement payments upon reaching the eligible retirement age
(normally, after attaining age 72). Annual payments are based upon length of
service. Currently, upon retirement, each Eligible Trustee is entitled to
receive from the Trust, commencing as of his or her retirement date and
continuing for the remainder of his or her life, an annual retirement benefit
(the "Regular Benefit") equal to 30.22% of his or her Eligible Compensation
plus 0.5036667% of such Eligible Compensation for each full month of service as
an Independent Director or Trustee of any Adopting Fund in excess of five years
up to a maximum of 60.44% after ten years of service. The foregoing percentages
may be changed by the Board. "Eligible Compensation" is one-fifth of the total
compensation earned by such Eligible Trustee for service to the Fund in the
five year period prior to the date of the Eligible Trustee's retirement. An
Eligible Trustee may elect alternate payments of his or her retirement benefits
based upon the combined life expectancy of such Eligible Trustee and his or her
spouse on the date of such Eligible Trustee's retirement. The amount estimated
to be payable under this method, through the remainder of the later of the
lives of such Eligible Trustee and spouse, will be the actuarial equivalent of
the Regular Benefit. In addition, the Eligible Trustee may elect that the
surviving spouse's periodic payment of benefits will be equal to a lower
percentage of the periodic amount when both spouses were alive. Benefits under
the retirement program are accrued as expenses on the books of the Trusts. Such
benefits are not secured or funded by the Trusts.

The following tables illustrate the compensation paid to each Trust's
Independent Trustees by each Trust for its last fiscal year, and the retirement
benefits accrued to each Trust's Independent Trustees by the Trust for its last
fiscal year and the estimated retirement benefits for each Trust's Independent
Trustees, to commence upon their retirement, as of the end of each Trust's last
fiscal year.

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST (IMT)

TRUST COMPENSATION ESTIMATED RETIREMENT BENEFITS
----------------------------------- -------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- ---------------- ---------------- --------------- ------------- -------------

Michael Bozic ................. $1,500 $ 362 10 60.44% $ 907
Edwin J. Garn ................. 1,550 594 10 60.44 909
Wayne E. Hedien ............... 1,550 679 9 51.37 771
Dr. Manuel H. Johnson ......... 2,300 375 10 60.44 1,360
Michael E. Nugent ............. 2,050 673 10 60.44 1,209
John L. Schroeder ............. 2,000 1,114 8 50.37 955

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL BOND TRUST (IMB)

TRUST COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- --------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- -------------- -------------- -------------- ------------- --------------

Michael Bozic ................. $1,500 $ 364 10 60.44% $ 907
Edwin J. Garn ................. 1,550 605 10 60.44 909
Wayne E. Hedien ............... 1,550 686 9 51.37 771
Dr. Manuel H. Johnson ......... 2,300 376 10 60.44 1,360
Michael E. Nugent ............. 2,050 678 10 60.44 1,209
John L. Schroeder ............. 2,000 1,133 8 50.37 955

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL INCOME TRUST (IIM)

TRUST COMPENSATION ESTIMATED RETIREMENT BENEFITS
----------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------- ---------------- ---------------- ---------------- --------------- --------------

Michael Bozic ................. $1,500 $ 362 10 60.44% $ 907
Edwin J. Garn ................. 1,550 595 10 60.44 909
Wayne E. Hedien ............... 1,550 686 9 51.37 771
Dr. Manuel H. Johnson ......... 2,300 375 10 60.44 1,360
Michael E. Nugent ............. 2,050 672 10 60.44 1,209
John L. Schroeder ............. 2,000 1,117 8 50.37 955

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

MORGAN STANLEY DEAN WITTER CALIFORNIA INSURED MUNICIPAL INCOME TRUST (IIC)

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST (IQI)

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INVESTMENT TRUST (IQT)

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies dependingon the Trustee's elections described in the discussion of
the retirement program above.

The following table illustrates the compensation paid to the Independent
Trustees of the Trusts for the calendar year ended December 31, 2000 for
services to the 97 Morgan Stanley Funds that were in operation at December 31,
2000.

CASH COMPENSATION FROM MORGAN STANLEY FUNDS

TOTAL CASH
COMPENSATION
FOR SERVICES TO 97
MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEE FUNDS
- --------------------------- -------------------

Michael Bozic ............................. $146,917
Edwin J. Garn ............................. 151,717
Wayne E. Hedien ........................... 151,567
Dr. Manuel H. Johnson ..................... 223,655
Michael E. Nugent ......................... 199,759
John L. Schroeder ......................... 194,809

The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Trusts by the 53 Morgan Stanley Funds (including
each of the Trusts represented in this Proxy Statement) for the calendar year
ended December 31, 2000, and the estimated retirement benefits for each Trust's
Independent Trustees, to commence upon their retirement from the 53 Morgan
Stanley Funds as of December 31, 2000.

RETIREMENT BENEFITS FROM ALL MORGAN STANLEY FUNDS

FOR ALL ADOPTING FUNDS
-------------------------------
ESTIMATED
CREDITED
YEARS ESTIMATED ESTIMATED ANNUAL
OF SERVICE AT PERCENTAGE OF RETIREMENT BENEFITS BENEFITS
RETIREMENT ELIGIBLE ACCRUED AS EXPENSES UPON RETIREMENT
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION BY ALL ADOPTING FUNDS FROM ALL ADOPTING FUNDS(1)
- --------------------------- ------------- ------------- --------------------- --------------------------

Michael Bozic ................. 10 60.44% $20,001 $52,885
Edwin J. Garn ................. 10 60.44 29,348 52,817
Wayne E. Hedien ............... 9 51.37 37,886 44,952
Dr. Manuel H. Johnson ......... 10 60.44 21,187 77,817
Michael E. Nugent ............. 10 60.44 36,202 69,506
John L. Schroeder ............. 8 50.37 65,337 53,677

- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.

THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR
ELECTION.

THE INVESTMENT MANAGER

Morgan Stanley Investment Advisors Inc. serves as each Trust's investment
manager pursuant to respective investment management agreements. Morgan Stanley
Investment Advisors maintains its offices at Two World Trade Center, New York,
NY 10048. Morgan Stanley Investment Advisors, formerly known as Morgan Stanley
Dean Witter Advisors Inc., adopted its current name on June 18, 2001. Morgan
Stanley Investment Advisors is a wholly-owned subsidiary of Morgan Stanley, 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 Morgan Stanley Investment
Advisors are Mitchell M. Merin, President and Chief Executive Officer, Ronald
E. Robison, Managing Director and Chief Administrative Officer and Barry Fink,
Managing Director, Secretary and General Counsel. The principal occupations of
Messrs. Merin, Robison and Fink are described above in the paragraph under the
section "Election of Trustees." The business address of the Executive Officer
and other Directors is Two World Trade Center, New York, New York 10048.

Morgan Stanley has its offices at 1585 Broadway, New York, New York 10036.
There are various lawsuits pending against Morgan Stanley 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.

Morgan Stanley Investment Advisors and its wholly-owned subsidiary, Morgan
Stanley Services, serve in various investment management, advisory, management
and administrative capacities to investment companies and pension plans and
other institutional and individual investors.

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES PAID BY THE TRUSTS

The fees for professional services rendered by Deloitte & Touche LLP in
connection with the annual audit and review of financial statements of IMT,
IMB, IIM, IIC, IQI and IQT for their respective fiscal years ended October 31,
2000 were $25,000, $25,000, $25,000, $25,000, $23,000, and $23,000,
respectively.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no professional services rendered by Deloitte & Touche LLP to
the Trusts, the investment advisor, or affiliated entities that provide
services to the Trust during their most recent fiscal years ended, relating to
financial information systems design and implementation.

ALL OTHER FEES

The aggregate fees for professional services rendered by Deloitte & Touche
LLP for other non-audit services provided to the Trusts, the investment advisor
and to affiliated entities that provided services to the Trusts amounted to
$10.7 million, which fees related to services such as tax and regulatory
consultation, tax return preparation, agreed upon procedures, compliance and
improving business and operational processes.

The Audit Committee of each of the Trusts considered whether Deloitte &
Touche LLP's provision of non-audit services is compatible with maintaining
their independence.

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Trust is not obtained at the
Meeting of any Trust, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Trust to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the applicable Trust's shares present in person
or by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which have been received by the date of the
Meeting.

Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting of any Trust for purposes of determining whether a
particular proposal to be voted upon has been approved. Broker "non-votes" are
shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting authority.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Trust must be received, as set forth
in each Trust's previous proxy statement, by no later than April 23, 2002 for
IMT, IMB, IIM, IIC, IQI and IQT for inclusion in the proxy statement for each
respective Trust's next Annual Meeting. The mere submission of a proposal does
not guarantee its inclusion in the proxy materials or its presentation at the
meeting. Certain rules under the federal securities laws must be met.

REPORTS TO SHAREHOLDERS

EACH TRUST'S MOST RECENT ANNUAL REPORT FOR THE TRUST'S MOST RECENT FISCAL
YEAR END, AND, THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT,
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, 2ND FLOOR, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS) (TOLL-FREE).

INTEREST OF CERTAIN PERSONS

Morgan Stanley, Morgan Stanley Investment Advisors, Morgan Stanley DW,
Morgan Stanley 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 Morgan Stanley. Such companies and
persons may thus be deemed to derive benefits from the approvals by
Shareholders of such proposals.

OTHER BUSINESS

The management of the Trusts knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly come
before the Meetings, it is the intention of the persons named in the enclosed
form of proxy, or their substitutes, to vote all shares that they are entitled
to vote on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.

By Order of the Board of Trustees

BARRY FINK
Secretary

APPENDIX A

CHARTER OF THE
AUDIT COMMITTEE
OF THE
MORGAN STANLEY FUNDS

The Board of Directors/Trustees (the "Board") of each fund advised or
managed by Morgan Stanley Investment Advisors Inc. or Morgan Stanley Services
Company Inc. (each, a "Fund," collectively, the "Funds") has adopted and
approved this charter for the audit committee of each Fund (the "Audit
Committee").

1. Structure and Membership Requirements:

1.01 The Audit Committee shall consist of at least three "independent"
directors/trustees. "Independent" shall have the meaning ascribed to it
in New York Stock Exchange Listed Company Standard 303.01(2) and (3).

1.02 Each member of the Audit Committee shall not be an "interested person"
of the Funds, as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940.

1.03 Each member of the Audit Committee shall be "financially literate," as
such term is interpreted by the Fund's Board in its business judgment,
or must become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee.

1.04 At least one member of the Audit Committee must have accounting or
related financial management expertise, as such qualification is
interpreted by the Fund's Board in its business judgment.

2. Meetings:

2.01 The Audit Committee shall meet at least twice each calendar year.

3. Duties and Powers:

3.01 Each Fund's outside auditor is ultimately accountable to the Audit
Committee and to the Board. The Audit Committee, subject to the Board's
approval and oversight, has the authority and responsibility, to
select, evaluate and, where appropriate, replace the outside auditor.
To the extent required by law, this includes nominating the selected
outside auditor to be considered for approval or ratification by
shareholders at their next annual meeting.

3.02 The Audit Committee shall approve the scope of professional services
to be provided to the Funds by the outside auditor.

3.03 The Audit Committee shall review with the outside auditor the audit
plan and results of the auditing engagement.

3.04 The Audit Committee shall review the independence of the outside
auditor, including:

(a) ensuring that the outside auditor submits to the Audit Committee,
at least annually, a letter delineating all relationships between the
auditor and the Funds;

(b) engaging in a dialogue with the outside auditor with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the outside auditor; and

A-1

(c) recommending the Board take action in response to the outside
auditor's report of any of the relationships discussed in (b) above, to
the extent necessary and appropriate for the Audit Committee to satisfy
itself of the outside auditor's independence.

3.05 The Audit Committee shall oversee any other aspects of the Funds'
audit process as it deems necessary and appropriate.

3.06 The Audit Committee is empowered to review the Funds' system of
internal controls.

3.07 The Audit Committee shall have the resources and authority as it deems
appropriate to discharge its responsibilities, including the authority
to retain special counsel and other experts or consultants at the
expense of the appropriate Fund(s).

4. Review of Charter:

4.01 The Audit Committee shall review and assess the adequacy of this
charter annually.

4.02 Any changes to the charter must be recommended by the Audit Committee
and approved by the Board.

A-2

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Insured Municipal Trust on October 23, 2001, at 9:00
a.m., New York City time, and at any adjournment thereof, on the proposal set
forth in the Notice of Meeting dated August 15, 2001 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 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.

- --------------------------------------------------------------------------------

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

PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK

COMMON SHARES

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Edwin J. Garn, 02. Michael E. Nugent,

03. Philip J. Purcell

IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.

Please make sure to sign and date this Proxy using black or blue ink.

Date
--------------------------------------------------------------

---------------------------------------------------------------------

---------------------------------------------------------------------
Shareholder sign in the box above

---------------------------------------------------------------------

---------------------------------------------------------------------
Co-Owner (if any) sign in the box above

- --------------------------------------------------------------------------------
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL 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.
- --------------------------------------------------------------------------------

MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

(Continued on reverse side)

IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

- --------------------------------------------------------------------------------

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

PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK

PREFERRED SHARES