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 Insured Municipal Trust
Morgan Stanley Insured Municipal Bond Trust
Morgan Stanley Insured Municipal Income Trust
Morgan Stanley California Insured Municipal Income Trust
Morgan Stanley Quality Municipal Income Trust
Morgan Stanley 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 INSURED MUNICIPAL TRUST
MORGAN STANLEY INSURED MUNICIPAL BOND TRUST
MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD OCTOBER 23, 2002
Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY INSURED
MUNICIPAL TRUST, MORGAN STANLEY INSURED MUNICIPAL BOND TRUST, MORGAN STANLEY
INSURED MUNICIPAL INCOME TRUST, MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL
INCOME TRUST, MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST, and MORGAN STANLEY
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 Room 208, 2nd Floor, at
1221 Avenue of the Americas, New York, New York 10020, on October 23, 2002 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 INSURED MUNICIPAL TRUST, MORGAN STANLEY QUALITY
MUNICIPAL INCOME TRUST and MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT
TRUST, to elect two (2) Trustees to serve until the year 2005 Annual
Meeting of each Trust and for MORGAN STANLEY INSURED MUNICIPAL BOND TRUST,
MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST and MORGAN STANLEY CALIFORNIA
INSURED MUNICIPAL INCOME TRUST, to elect one (1) Trustee to serve until the
year 2005 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 TRUST, MORGAN STANLEY INSURED
MUNICIPAL BOND TRUST, MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST, MORGAN
STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST, MORGAN STANLEY QUALITY
MUNICIPAL INCOME TRUST and MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST,
to elect one (1) Trustee to serve until the year 2005 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, 2002 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 19, 2002
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.
MORGAN STANLEY INSURED MUNICIPAL TRUST
MORGAN STANLEY INSURED MUNICIPAL BOND TRUST
MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST
1221 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020
--------------------
JOINT PROXY STATEMENT
--------------------
ANNUAL MEETINGS OF SHAREHOLDERS
OCTOBER 23, 2002
This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY INSURED MUNICIPAL
TRUST ("IMT"), MORGAN STANLEY INSURED MUNICIPAL BOND TRUST ("IMB"), MORGAN
STANLEY INSURED MUNICIPAL INCOME TRUST ("IIM"), MORGAN STANLEY CALIFORNIA
INSURED MUNICIPAL INCOME TRUST ("IIC"), MORGAN STANLEY QUALITY MUNICIPAL INCOME
TRUST ("IQI") and MORGAN STANLEY 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, 2002
(the "Meeting(s)"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about August 28, 2002.
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, 2002, 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
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, 2002 JULY 26, 2002
NAME OF FUND (RECORD DATE) (RECORD DATE)
- -------------- -------------------- --------------------
IMT .......... 20,821,184 2,600
IMB .......... 4,660,125 600
IIM .......... 25,608,312 3,100
IIC .......... 12,255,199 1,300
IQI .......... 29,080,415 4,160
IQT .......... 16,807,225 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 Trust (or the "Transfer Agent"), 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 Alamo Direct Mail Services Inc. ("Alamo") 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. In the event it appears that the required
number of votes to achieve quorum is not received, each Fund may utilize D.F.
King & Co., Inc. ("D.F. King") to obtain the necessary votes to achieve quorum
at a cost of approximately $3,000 to each Trust plus expenses as outlined
below.
Shareholders 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 Internet or
telephone, Shareholders can access the website or call the toll-free number
listed on the proxy card or noted in the enclosed voting instructions.
Shareholders will need the "control number" that appears on the proxy card.
In certain instances, D.F. King, Alamo and Morgan Stanley 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 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 D.F. King, approximate additional expenses may include
3
$6.00 per telephone vote transacted, $3.25 per outbound or inbound telephone
contact and costs relating to obtaining Shareholders' telephone numbers and
providing additional materials upon shareholder request, which would be borne
by each respective Trust. With respect to telephone calls by Alamo, expenses
would be approximately $1.00 per outbound telephone contact.
(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 concurrent with the
retirement of Mr. John J. Schroeder on September 1, 2002. There are presently
nine Trustees for each Trust as of the date of this Proxy Statement and, as of
September 1, 2002, there will be eight trustees. At the Meetings, pursuant to
each Trust's Declaration of Trust, two nominees for IMT, IQI and IQT and one
nominee 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 IMT, IQI, IQT, 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 2005 Annual Meeting Until the year 2005 Annual Meeting
- ---------------------------------- ----------------------------------
By all Shareholders: By all Shareholders:
Michael Bozic Wayne E. Hedien
James F. Higgins
By only Preferred Shareholders: By only Preferred Shareholders:
Charles A. Fiumefreddo Manuel H. Johnson
Six of the current nine Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson and 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-- Michael Bozic, Charles A. Fiumefreddo and James F. Higgins; for
IMB, IIM and IIC-- Wayne E. Hedien and Manuel H. Johnson. 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
4
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 and Johnson; 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 I for IMT, IQI and
IQT and the Trustees in Class II for IMB, IIM and IIC are standing for election
at the Meetings and, if elected, will serve until the year 2005 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 table below sets forth the following information regarding the
nominees for election as Trustee, and each of the other Trustees (both the
Independent Trustees and the Interested Trustees), as well as the executive
officers of the Funds: business occupations during the last five years, age,
term of office and length of time served as of July 26, 2002, positions with
the Funds, number of portfolios in the Fund Complex (defined below) overseen by
each Trustee or nominee Trustee, and other directorships or trusteeships held
by each Trustee in companies which file periodic reports with the Securities
and Exchange Commission, including the 95 investment companies, including the
Funds, for which Morgan Stanley Investment Advisors serves as investment
manager or investment advisor (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 Fund Complex includes all open- and closed-end funds
(including all of their portfolios) advised by Morgan Stanley Investment
Advisors Inc. and any funds that have an investment advisor that is an
affiliated person of Morgan Stanley Investment Advisors Inc. (including, but
not limited to, Morgan Stanley Investment Management Inc., Morgan Stanley
Investments LP and Van Kampen Asset Management Inc.).
5
INDEPENDENT TRUSTEES
POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
INDEPENDENT TRUSTEE THE TRUSTS SERVED*
- ---------------------------- ------------- ---------------
Michael Bozic (61) Trustee Trustee since
c/o Mayer, Brown, Rowe & April 1994
Maw
Counsel to the Independent
Trustees
1675 Broadway
New York, NY
Edwin J. Garn (69) Trustee Trustee since
c/o Summit Ventures LLC January 1993
1 Utah Center
201 S. Main Street
Salt Lake City, UT
Wayne E. Hedien (68) Trustee Trustee since
c/o Mayer, Brown, Rowe & September
Maw 1997
Counsel to the Independent
Trustees
1675 Broadway
New York, NY
Dr. Manuel H. Johnson (53) Trustee Trustee since
c/o Johnson Smick July 1991
International, Inc.
1133 Connecticut Avenue,
N.W.
Washington, D.C.
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
INDEPENDENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
- ---------------------------- --------------------------------------- -------------- ---------------------------
Michael Bozic (61) Retired; Director or Trustee of the 129 Director of Weirton Steel
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and the Corporation.
Maw TCW/DW Term Trusts; formerly Vice
Counsel to the Independent Chairman of Kmart Corporation
Trustees (December 1998-October 2000),
1675 Broadway Chairman and Chief Executive Officer
New York, NY of Levitz Furniture Corporation
(November 1995-November 1998) and
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 & Co.
Edwin J. Garn (69) Director or Trustee of the Morgan 129 Director of Franklin
c/o Summit Ventures LLC Stanley Funds and the TCW/DW Covey (time management
1 Utah Center Term Trusts; formerly United States systems), BMW Bank of
201 S. Main Street Senator (R-Utah)(1974-1992) and North America, Inc.
Salt Lake City, UT Chairman, Senate Banking Committee (industrial loan
(1980-1986); formerly Mayor of Salt corporation), United
Lake City, Utah (1971-1974); formerly Space Alliance (joint
Astronaut, Space Shuttle Discovery venture between Lockheed
(April 12-19, 1985); Vice Chairman, Martin and the Boeing
Huntsman Corporation (chemical Company) and Nuskin
company); member of the Utah Asia Pacific (multilevel
Regional Advisory Board of Pacific marketing); member of the
Corp. board of various civic and
charitable organizations.
Wayne E. Hedien (68) Retired; Director or Trustee of the 129 Director of The PMI
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and the Group Inc. (private
Maw TCW/DW Term Trusts; formerly mortgage insurance);
Counsel to the Independent associated with the Allstate Trustee and Vice
Trustees Companies (1966-1994), most recently Chairman of The Field
1675 Broadway as Chairman of The Allstate Museum of Natural
New York, NY Corporation (March 1993-December History; director of
1994) and Chairman and Chief various other business and
Executive Officer of its wholly-owned charitable organizations.
subsidiary, Allstate Insurance
Company (July 1989-December 1994).
Dr. Manuel H. Johnson (53) Chairman of the Audit Committee 129 Director of NVR, Inc.
c/o Johnson Smick and Director or Trustee of the (home construction);
International, Inc. Morgan Stanley Funds and the Chairman and Trustee of
1133 Connecticut Avenue, TCW/DW Term Trusts; Senior the Financial Accounting
N.W. Partner, Johnson Smick International, Foundation (oversight
Washington, D.C. Inc., a consulting firm; Co-Chairman organization of the
and a founder of the Group of Seven Financial Accounting
Council (G7C), an international Standards Board).
economic commission; formerly Vice
Chairman of the Board of Governors
of the Federal Reserve System and
Assistant Secretary of the U.S.
Treasury.
- ----------
* This is the date the Trustee began serving the Morgan Stanley Funds.
6
POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
INDEPENDENT TRUSTEE THE TRUSTS SERVED*
- ---------------------------- ------------- ---------------
Michael E. Nugent (65) Trustee Trustee since
c/o Triumph Capital, L.P. July 1991
237 Park Avenue
New York, NY
John L. Schroeder (72)** Trustee Trustee since
c/o Mayer, Brown, Rowe & April 1994
Maw
Counsel to the Independent
Trustees
1675 Broadway
New York, NY
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
INDEPENDENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
- ---------------------------- --------------------------------------- -------------- -------------------------
Michael E. Nugent (65) Chairman of the Insurance Committee 207 Director of various
c/o Triumph Capital, L.P. and Director or Trustee of the business organizations.
237 Park Avenue Morgan Stanley Funds and the
New York, NY TCW/DW Term Trusts;
director/trustee of various investment
companies managed by Morgan
Stanley Investment Management Inc.
and Morgan Stanley Investments LP
(since July 2001); General Partner,
Triumph Capital, L.P., a private
investment partnership; formerly Vice
President, Bankers Trust Company
and BT Capital Corporation
(1984-1988).
John L. Schroeder (72)** Retired; Chairman of the Derivatives 129 Director of Citizens
c/o Mayer, Brown, Rowe & Committee and Director or Trustee of Communications Company
Maw the Morgan Stanley Funds and the (telecommunications
Counsel to the Independent TCW/DW Term Trusts; formerly company).
Trustees Executive Vice President and Chief
1675 Broadway Investment Officer of the Home
New York, NY Insurance Company (August
1991-September 1995).
INTERESTED TRUSTEES
POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
MANAGEMENT TRUSTEE FUNDS SERVED*
- ------------------------------ ------------- ---------------
Charles A. Fiumefreddo (68) Chairman, Trustee since
c/o Morgan Stanley Trust Director or July 1991
Harborside Financial Center, Trustee
Plaza Two, and Chief
Jersey City, NJ Executive
Officer
James F. Higgins (54) Trustee Trustee since
c/o Morgan Stanley Trust June 2000
Harborside Financial Center,
Plaza Two,
Jersey City, NJ
Philip J. Purcell (58) Trustee Trustee since
1585 Broadway April 1994
New York, NY
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
MANAGEMENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
- ------------------------------ ---------------------------------------- -------------- -------------------------
Charles A. Fiumefreddo (68) Chairman, Director or Trustee and 129 None
c/o Morgan Stanley Trust Chief Executive Officer of the
Harborside Financial Center, Morgan Stanley Funds and the
Plaza Two, TCW/DW Term Trusts; formerly
Jersey City, NJ Chairman, Chief Executive Officer
and Director of the Investment
Manager, the Distributor and Morgan
Stanley Services, Executive Vice
President and Director of Morgan
Stanley DW, Chairman and Director
of the Transfer Agent and Director
and/or officer of various Morgan
Stanley subsidiaries (until June 1998).
James F. Higgins (54) Director or Trustee of the Morgan 129 None
c/o Morgan Stanley Trust Stanley Funds and the TCW/DW
Harborside Financial Center, Term Trusts (since June 2000); Senior
Plaza Two, Advisor of Morgan Stanley (since
Jersey City, NJ August 2000); Director of the
Distributor and Dean Witter Realty
Inc.; 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).
Philip J. Purcell (58) Director or Trustee of the Morgan 129 Director of American
1585 Broadway Stanley Funds and the TCW/DW Airlines, Inc. and its
New York, NY Term Trusts; Chairman of the Board parent company, AMR
of Directors and Chief Executive Corporation
Officer of Morgan Stanley and
Morgan Stanley DW; Director of the
Distributor; Chairman of the Board of
Directors and Chief Executive Officer
of Novus Credit Services Inc.;
Director and/or officer of various
Morgan Stanley subsidiaries.
- ----------
* This is the date the Trustee began serving the Morgan Stanley Funds.
** Mr. Shroeder is retiring from the Board of each Trust on Setpember 1, 2002.
7
OFFICERS OF THE FUNDS
POSITION(S)
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF
EXECUTIVE OFFICER THE TRUSTS TIME SERVED
- ------------------------------ ------------------- ------------------------
Mitchell M. Merin (48) President President since May
1221 Avenue of the Americas 1999
New York, NY
Barry Fink (47) Vice President, Vice President,
1221 Avenue of the Americas Secretary and Secretary and General
New York, NY General Counsel Counsel since
February 1997
James F. Willison (58) Vice President Since Inception of the
1221 Avenue of the Americas Trusts
New York, NY
Joseph R. Arcieri (53) Vice President Since January 2002
1221 Avenue of the Americas
New York, NY
Robert W. Wimmel (37) Vice President of Since January 2002
1 Parkview Plaza IMT, IMB, IIM,
Oakbrook Terrace, IL IQI, IQT
John R. Reynoldson (49) Vice President of Since January 2002
1 Parkview Plaza IIC
Oakbrook Terrace, IL
Thomas F. Caloia (56) Treasurer Treasurer of the
c/o Morgan Stanley Trust Morgan Stanley Funds
Harborside Financial Center, since April 1989
Plaza Two,
Jersey City, NJ
NAME, AGE AND ADDRESS OF
EXECUTIVE OFFICER PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ------------------------------ --------------------------------------------------------------
Mitchell M. Merin (48) President and Chief Operating Officer of Morgan Stanley
1221 Avenue of the Americas Investment Management (since December 1998); President,
New York, NY Director (since April 1997) and Chief Executive Officer
(since June 1998) of the Investment Manager and Morgan
Stanley Services; Chairman, Chief Executive Officer and
Director of the Distributor (since June 1998); Chairman and
Chief Executive Officer (since June 1998) and Director (since
January 1998) of the Transfer Agent; Director of various
Morgan Stanley subsidiaries; President of the Morgan Stanley
Funds and TCW/DW Term Trusts (since May 1999); Trustee
of various Van Kampen investment companies (since
December 1999); previously Chief Strategic Officer of the
Investment Manager and Morgan Stanley Services and
Executive Vice President of the Distributor (April 1997-June
1998), Vice President of the Morgan Stanley Funds (May
1997-April 1999), and Executive Vice President of Morgan
Stanley.
Barry Fink (47) General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas (since December 2000) of Morgan Stanley Investment
New York, NY Management; Managing Director (since December 2000), and
Secretary and General Counsel (since February 1997) and
Director (since July 1998) of the Investment Manager and
Morgan Stanley Services; Assistant Secretary of Morgan
Stanley DW; Vice President, Secretary and General Counsel
of the Morgan Stanley Funds and TCW/DW Term Trusts
(since February 1997); Vice President and Secretary of the
Distributor; previously, Senior Vice President, Assistant
Secretary and Assistant General Counsel of the Investment
Manager and Morgan Stanley Services.
James F. Willison (58) Managing Director and Portfolio Manager of the Investment
1221 Avenue of the Americas Manager and/or its investment management affiliates for over
New York, NY 5 years.
Joseph R. Arcieri (53) Executive Director and Portfolio Manager of the Investment
1221 Avenue of the Americas Manager and/or its investment management affiliates for over
New York, NY 5 years.
Robert W. Wimmel (37) Vice President and Portfolio Manager of the Investment
1 Parkview Plaza Manager and/or its investment management affiliates for over
Oakbrook Terrace, IL 5 years.
John R. Reynoldson (49) Executive Director and Portfolio Manager of the Investment
1 Parkview Plaza Manager and/or its investment management affiliates for over
Oakbrook Terrace, IL 5 years.
Thomas F. Caloia (56) First Vice President and Assistant Treasurer of the
c/o Morgan Stanley Trust Investment Manager, the Distributor and Morgan Stanley
Harborside Financial Center, Services; Treasurer of the Morgan Stanley Funds.
Plaza Two,
Jersey City, NJ
For each Trustee, the dollar range of equity securities beneficially owned
by the Trustee is shown below.
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS BY TRUSTEE IN FAMILY OF INVESTMENT COMPANIES
NAME OF TRUSTEE (AS OF DECEMBER 31, 2001) (AS OF DECEMBER 31, 2001)
- ------------------------ ------------------------------------------------ -----------------------------------------------
INDEPENDENT:
Michael Bozic none over $100,000
Edwin J. Garn none over $100,000
Wayne E. Hedien none over $100,000
Dr. Manuel H. Johnson none over $100,000
Michael E. Nugent none over $100,000
John L. Schroeder none over $100,000
INTERESTED:
Charles A. Fiumefreddo none over $100,000
James F. Higgins none over $100,000
Philip J. Purcell none over $100,000
8
As to each Independent Trustee and his immediate family members, no person
owned beneficially or of record securities in an investment advisor or
principal underwriter of the Trusts, or a person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with an investment advisor or principal underwriter of the
Funds.
Ronald E. Robison, Managing Director, Chief Administrative Officer and
Director of the Investment Manager and Morgan Stanley Services and Chief
Executive Officer and Director of the Transfer Agent, Joseph J. McAlinden,
Managing Director and Chief Investment Officer of the Investment Manager and
Director of the Transfer Agent are Vice Presidents of the Trusts.
In addition, A. Thomas Smith III, Managing Director and General Counsel of
the Investment Manager and Morgan Stanley Services, is a Vice President and
Assistant Secretary of the Trusts, and Sara Badler, Stefanie Chang-Yu, Lou Anne
D. McInnis, Carsten Otto and Ruth Rossi, Executive Directors and Assistant
General Counsels of the Investment Manager and Morgan Stanley Services, Marilyn
K. Cranney, First Vice President and Assistant General Counsel of the
Investment Manager and Morgan Stanley Services, and Joanne Doldo, Natasha
Kassian, George Silfen and Sheldon Winicour, Vice Presidents and Assistant
General Counsels of the Investment Manager and Morgan Stanley Services, are
Assistant Secretaries of the Trusts.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees consists of nine (9) trustees and will consist of
eight trustees as of September 1, 2002. 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 96 Morgan Stanley Funds, comprised of 128 portfolios. As of July 31,
2002, the Morgan Stanley Funds had total net assets of approximately $123
billion and more than six million shareholders.
The current 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,
six of the Trustees, including all of the Independent Trustees, also serve as
members of the Derivatives Committee and three Trustees, including two
Independent Trustees, serve as members of 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
9
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. The Derivatives Committee
currently consists of Mr. Fiumefreddo and all the Independent Trustees.
Finally, the Board of each Trust has formed an Insurance Committee to review
and monitor the insurance coverage maintained by the Trust. The Insurance
Committee currently consists of Messrs. Nugent, Fiumefreddo and Hedien.
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 ........... 10/31/01 4 9 11 4 1
IMB ........... 10/31/01 4 9 11 4 1
IIM ........... 10/31/01 4 9 11 4 1
IIC ........... 10/31/01 4 9 11 4 1
IQI ........... 10/31/01 4 9 11 4 1
IQT ........... 10/31/01 4 9 11 4 1
10
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.
11
As of June 30, 2002, the total value of the investments by the Trustees and/or
their spouses in shares of the Morgan Stanley Funds was approximately $56
million.
As of the Record Date for these Meetings, the aggregate number of shares
of each Trust owned by the Trust's officers and Trustees as a group was less
than 1 percent of each Trust's outstanding shares.
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 (except an Audit Committee meeting), or a meeting of the
Independent Trustees and/or more than one Committee meeting (except an Audit
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, 51 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.
12
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 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 ................. $1,600 $ 390 10 60.44% $ 907
Edwin J. Garn ................. 1,600 680 10 60.44 909
Wayne E. Hedien ............... 1,600 735 9 51.37 771
Dr. Manuel H. Johnson ......... 2,350 418 10 60.44 1,360
Michael E. Nugent ............. 2,100 762 10 60.44 1,209
John L. Schroeder ............. 2,100 1,267 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 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 ................. $1,600 $ 392 10 60.44% $ 907
Edwin J. Garn ................. 1,600 691 10 60.44 909
Wayne E. Hedien ............... 1,600 741 9 51.37 771
Dr. Manuel H. Johnson ......... 2,350 419 10 60.44 1,360
Michael E. Nugent ............. 2,100 767 10 60.44 1,209
John L. Schroeder ............. 2,100 1,286 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.
13
MORGAN STANLEY 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 ................. $1,600 $ 389 10 60.44% $ 907
Edwin J. Garn ................. 1,600 681 10 60.44 909
Wayne E. Hedien ............... 1,600 741 9 51.37 771
Dr. Manuel H. Johnson ......... 2,350 417 10 60.44 1,360
Michael E. Nugent ............. 2,100 762 10 60.44 1,209
John L. Schroeder ............. 2,100 1,270 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 CALIFORNIA INSURED MUNICIPAL INCOME TRUST (IIC)
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 ................. $1,600 $ 392 10 60.44% $ 907
Edwin J. Garn ................. 1,600 691 10 60.44 909
Wayne E. Hedien ............... 1,600 741 9 51.37 771
Dr. Manuel H. Johnson ......... 2,350 419 10 60.44 1,360
Michael E. Nugent ............. 2,100 767 10 60.44 1,200
John L. Schroeder ............. 2,100 1,286 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 QUALITY MUNICIPAL INCOME TRUST (IQI)
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 ................. $1,600 $ 392 10 60.44% $ 907
Edwin J. Garn ................. 1,600 691 10 60.44 909
Wayne E. Hedien ............... 1,600 741 9 51.37 771
Dr. Manuel H. Johnson ......... 2,350 419 10 60.44 1,360
Michael E. Nugent ............. 2,100 767 10 60.44 1,209
John L. Schroeder ............. 2,100 1,286 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.
14
MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST (IQT)
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 ................. $1,600 $ 390 10 60.44% $ 907
Edwin J. Garn ................. 1,600 680 10 60.44 909
Wayne E. Hedien ............... 1,600 735 9 51.37 771
Dr. Manuel H. Johnson ......... 2,350 418 10 60.44 1,360
Michael E. Nugent ............. 2,100 762 10 60.44 1,209
John L. Schroeder ............. 2,100 1,267 8 50.37 955
- ----------
(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, 2001 for
services to the 97 registered Morgan Stanley Funds (consisting of 129
portfolios) that were in operation at December 31, 2001. None of the Fund's
Independent Trustees received compensation from any other funds in the Fund
Complex except for Mr. Nugent who received compensation for service as
Director/Trustee to 16 other registered funds (consisting of 78 portfolios) in
the Fund Complex.
CASH COMPENSATION FROM MORGAN STANLEY FUNDS
TOTAL CASH
COMPENSATION
FOR SERVICES TO 97
MORGAN STANLEY
FUNDS AND OTHER
FUNDS IN THE
NAME OF INDEPENDENT TRUSTEE FUND COMPLEX
- ------------------------------- -------------------
Michael Bozic ................. $150,150
Edwin J. Garn ................. 150,150
Wayne E. Hedien ............... 150,100
Dr. Manuel H. Johnson ......... 219,900
Michael E. Nugent ............. 228,362
John L. Schroeder ............. 196,650
15
The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Trusts by the 52 Morgan Stanley Funds (including
each of the Trusts represented in this Proxy Statement) for the calendar year
ended December 31, 2001, and the estimated retirement benefits for each Trust's
Independent Trustees, to commence upon their retirement from the 52 Morgan
Stanley Funds as of December 31, 2001.
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% $21,395 $48,443
Edwin J. Garn ................. 10 60.44 33,443 49,121
Wayne E. Hedien ............... 9 51.37 44,952 41,437
Dr. Manuel H. Johnson ......... 10 60.44 22,022 72,014
Michael E. Nugent ............. 10 60.44 38,472 64,157
John L. Schroeder ............. 8 50.37 68,342 50,640
- ----------
(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 1221 Avenue of the Americas, New
York, NY 10020. 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 1221 Avenue of the Americas, New York, New York 10020.
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.
16
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,
2001 were $26,000, $26,000, $26,000, $26,000, $24,000, and $24,000,
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
$12.8 million, of which approximately $2 million related to fees for
attestation services such as comfort letters and consents related to SEC and
other registration statements, agreed upon procedures and consultation on
accounting standards, and approximately $0.5 million related to fees for
services such as tax and regulatory consultation, tax return preparation and
compliance, and approximately $10.3 million related to services for 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 25, 2003 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.
17
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 TRUST, 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
18
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 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 Insured Municipal Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 COMMON SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Michael Bozic, 02. James F. Higgins
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
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 HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX00094
MORGAN STANLEY
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 Insured Municipal Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 PREFERRED SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of three (3) Trustees: [ ] [ ] [ ]
01. Michael Bozic, 02. James F. Higgins,
03. Charles A. Fiumefreddo
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
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 HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX 095
MORGAN STANLEY INSURED MUNICIPAL BOND TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Insured Municipal Bond Trust on October 23, 2002, 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 19, 2002 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEE 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 COMMON SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]
01. Wayne E. Hedien
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
INSURED MUNICIPAL BOND TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX00092
MORGAN STANLEY
INSURED MUNICIPAL BOND TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Insured Municipal Bond Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 PREFERRED SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR WITHHOLD
1. Election of one (1) Trustee: [ ] [ ]
01. Wayne E. Hedien
FOR WITHHOLD
Election of one (1) Preferred Trustee: [ ] [ ]
02. Manuel H. Johnson
Please make sure to sign and date this Proxy using black or blue ink.
Date -----------------------------------------
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -
MORGAN STANLEY
INSURED MUNICIPAL BOND TRUST
IMPORTANT
- --------------------------------------------------------------------------------
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX 095
MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Insured Municipal Income Trust on October 23, 2002, 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 19, 2002 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEE 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 COMMON SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR WITHHOLD
1. Election of one (1) Trustee: [ ] [ ]
01. Wayne E. Hedien
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
INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX00110
MORGAN STANLEY
INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Insured Municipal Income Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 PREFERRED SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR WITHHOLD
1. Election of one (1) Trustee: [ ] [ ]
01. Wayne E. Hedien
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR WITHHOLD
Election of one (1) Preferred Trustee: [ ] [ ]
02. Manuel H. Johnson
Please make sure to sign and date this Proxy using black or blue ink.
Date -----------------------------------------
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -
MORGAN STANLEY
INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX 095
MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley California Insured Municipal Income Trust on October 23, 2002,
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 19, 2002 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEE 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 COMMON SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR WITHHOLD
1. Election of one (1) Trustee: [ ] [ ]
01. Wayne E. Hedien
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
CALIFORNIA INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE
PROXY CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX00120
MORGAN STANLEY
CALIFORNIA INSURED MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley California Insured Municipal Income Trust on October 23, 2002,
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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 PREFERRED SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR WITHHOLD
1. Election of one (1) Trustee: [ ] [ ]
01. Wayne E. Hedien
FOR WITHHOLD
2. Election of one (1) Preferred Trustee: [ ] [ ]
02. Manuel H. Johnson
Please make sure to sign and date this Proxy using black or blue ink.
Date -----------------------------------------
[ ]
Shareholder sign in the box above
[ ]
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -
MORGAN STANLEY
CALIFORNIA INSURED MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX 095
MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Quality Municipal Investment Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 COMMON SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Michael Bozic, 02. James F. Higgins
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
QUALITY MUNICIPAL INVESTMENT TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX00093
MORGAN STANLEY
QUALITY MUNICIPAL INVESTMENT TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Quality Municipal Investment Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 PREFERRED SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of three (3) Trustees: [ ] [ ] [ ]
01. Michael Bozic, 02. James F. Higgins,
03. Charles A. Fiumefreddo
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
QUALITY MUNICIPAL INVESTMENT TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX 095
MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Quality Municipal Income Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 COMMON SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]
01. Michael Bozic, 02. James F. Higgins
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
QUALITY MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX00099
MORGAN STANLEY
QUALITY MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Quality Municipal Income Trust on October 23, 2002, 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 19, 2002 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 PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK [X]
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836 PREFERRED SHARES
TO VOTE A PROXY BY INTERNET, visit our Website(s): HTTPS://VOTE.PROXY-DIRECT.COM
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of three (3) Trustees: [ ] [ ] [ ]
01. Michael Bozic, 02. James F. Higgins,
03. Charles A. Fiumefreddo
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
QUALITY MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------
PRX 095
- -------------------------------------------------------------------------------
MORGAN STANLEY FUNDS
- -------------------------------------------------------------------------------
OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK
You can now vote your proxy in a matter of minutes with the ease and
convenience of the Internet or the telephone. You may still vote by mail.
But remember, if you are voting by Internet or telephone, do not mail the
proxy.
TO VOTE BY INTERNET:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Vote Your Proxy Here" link on the website
https://vote.proxy-direct.com.
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.
TO VOTE BY TELEPHONE:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-597-7836.
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.
Your Proxy Vote is Important!
Thank You for Submitting Your Proxy.
- -------------------------------------------------------------------------------