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-6 (e) (2) )
[ X ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11 ( c) or
Section 240.14

Morgan Stanley Dean Witter Quality Municipal Income Trust
-----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (check the appropriate box):

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

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2) Aggregate number of securities to which transaction applies:

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Set forth the amount on which the filing fee is calculated and state how it
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously paid:

2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD OCTOBER 28, 1999

The Annual Meeting of Shareholders of MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST (the "Trust"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, will be held in Conference
Room A, Forty-Fourth Floor, Two World Trade Center, New York, New York 10048, on
October 28, 1999, at 9:00 a.m., New York City time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:

1. To elect one (1) Trustee to serve until the year 2002 Annual
Meeting, or until their successors shall have been elected and qualified;

2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
the Trust's independent accountants for the fiscal year ending October 31,
1999;

3. Shareholder proposal to amend the Trust's Declaration of Trust to
require each Trustee, within thirty days of election, to become a
Shareholder of the Trust (Note: The Trustees unanimously recommend a vote
AGAINST this proposal); and

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

MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:

To elect one (1) Trustee to serve until the year 2002 Annual Meeting or
until his successor shall have been elected and qualified.

Shareholders of record as of the close of business on July 29, 1999 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that purpose.
Alternatively, if you are eligible to vote telephonically by touchtone telephone
or electronically on the Internet (as discussed in the enclosed Proxy Statement)
you may do so in lieu of attending the Meeting in person.

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

BARRY FINK,
Secretary

August 27, 1999
New York, New York
- --------------------------------------------------------------------------------
IMPORTANT

YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
- --------------------------------------------------------------------------------

MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

--------------------
PROXY STATEMENT
--------------------

ANNUAL MEETING OF SHAREHOLDERS

OCTOBER 28, 1999

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST (the "Trust"), for use at the Annual Meeting of
Shareholders of the Trust to be held on October 28, 1999 (the "Meeting"), and at
any adjournments thereof. The first mailing of this Proxy Statement is expected
to be made on or about August 31, 1999.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as Trustee
to be elected by all shareholders ("Shareholders") and for the nominee to be
elected by only the preferred shareholders ("Preferred Shareholders") and in
favor of Proposal 2 and against Proposal 3. A proxy may be revoked at any time
prior to its exercise by any of the following: written notice of revocation to
the Secretary of the Trust, execution and delivery of a later dated proxy to the
Secretary of the Trust (whether by mail or, as discussed below, by touchtone
telephone or the Internet) (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in and
of itself revoke a proxy.

Shareholders of record as of the close of business on July 29, 1999, the
record date for the determination of Shareholders entitled to notice of and to
vote at the Meeting, are entitled to one vote for each share held and a
fractional vote for a fractional share. On July 29, 1999, there were outstanding
33,247,513 Common Shares of beneficial interest and 4,160 Preferred Shares of
beneficial interest of the Trust, all with $.01 par value. No person was known
to own as much as 5% of the outstanding shares of the Trust on that date. The
Trustees and officers of the Trust, together, owned less than 1% of the Trust's
outstanding shares on that date. The percentage ownership of shares of the Trust
changes from time to time depending on purchases and sales by Shareholders and
the total number of shares outstanding.

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

Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card

accompanying this Proxy Statement. To vote by touchtone telephone, Shareholders
can call the toll-free number 1-800-690-6903. To vote by Internet, Shareholders
can access the websites www.msdwt.com or www.proxyvote.com. Telephonic and
Internet voting with MSDW Trust presently are not available to Shareholders
whose shares are held in street name.

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

(1) ELECTION OF TRUSTEES

The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at eight. At the Meeting, one Trustee (Michael
Bozic) is to be elected to the Trust's Board of Trustees, by the holders of the
Common Shares and Preferred Shares voting together as a single class, to serve
until the year 2002 Annual Meeting, in accordance with the Trust's Declaration
of Trust. Additionally, pursuant to the Trust's Declaration of Trust and the
Investment Company Act of 1940, as amended (the "1940 Act"), one Trustee
(Charles A. Fiumefreddo) is to be elected to the Trust's Board of Trustees by
the holders of the Preferred Shares voting separately as a single class.

Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent, and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the 1940 Act. The other two current
Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are "interested persons"
(as that term is defined in the 1940 Act) of the Trust and MSDW Advisors and
thus, are not Independent Trustees. The nominees for election as Trustee have
been proposed by the Trustees now serving or, in the case of the nominees for
positions as Independent Trustees, by the Independent Trustees now serving. All
of the Trustees have been elected previously by the Shareholders of the Trust.

The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy to
vote the shares represented by them for the election of these nominees: Michael
Bozic and Charles A. Fiumefreddo. Should any of the nominees become unable or
unwilling to accept nomination or election, the persons named in the proxy will
exercise their voting power in favor of such person or persons as the Board may
recommend or, in the case of an Independent Trustee nominee, as the Independent
Trustees may recommend. All of the nominees have consented to being named in
this proxy

statement and to serve if elected. The Trust knows no reason why any of the
said nominees would be unable or unwilling to accept nomination or election.
The election of the nominees listed above to be elected by all Shareholders
requires the approval of a majority of shares of the Trust represented and
entitled to vote at the Meeting (Common Shares and Preferred Shares voting
together as a single class). The election of the nominee listed above to be
elected by only the Preferred Shareholders requires the approval of a majority
of the Preferred Shares of the Trust represented and entitled to vote at the
Meeting (voting separately as a single class).

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

The Board previously determined that any nominee for election as Trustee
will stand for election as Trustee and serve as Trustee in one of the three
classes of Trustees as follows: Class I--Messrs. Bozic and Fiumefreddo; Class
II--Messrs. Johnson, Hedien and Schroeder; and Class III--Messrs. Garn, Nugent
and Purcell. Each nominee for Trustee at any Annual Meeting will, if elected,
serve a term of up to approximately three years running for the period assigned
to that class and terminating at the date of the Annual Meeting of Shareholders
so designated by the Board, or any adjournment thereof. In addition, the Board
has further determined that one each of the Class I Trustees and the Class II
Trustees will be designated to be elected by the Preferred Shareholders voting
separately. In this regard, Charles A. Fiumefreddo and Manuel H. Johnson have
been designated as the nominees to be elected to the Trust's Board of Trustees
by the Preferred Shareholders, the term of each to expire with his designated
Class. In accordance with the above, the Trustees in Class I are standing for
election at this Meeting and, if elected, will serve until the year 2002 Annual
Meeting or until their successors shall have been elected and qualified. As a
consequence of this method of election, the replacement of a majority of the
Board could be delayed for up to two years.

The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Board includes his principal
occupations and employment for at least the last five years, his age, shares of
the Trust owned, if any, as of July 29, 1999 (shown in parentheses), positions
with the Trust, and directorships or trusteeships in companies which file
periodic reports with the Securities and Exchange Commission, including the 90
investment companies, including the Trust, for which MSDW Advisors serves as
investment manager or investment adviser (referred to herein as the "Morgan
Stanley Dean Witter Funds") and the 3 investment companies, TCW/DW Term Trust
2000, TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003, for which MSDW
Advisors' wholly-owned subsidiary, MSDW Services, serves as manager and TCW
Funds Management, Inc. serves as investment adviser (referred to herein as the
"TCW/DW Term Trusts").

The nominee for Trustee to be elected at the Meeting by all Shareholders
is:

MICHAEL BOZIC, Trustee since April, 1994; age 58; Director or Trustee of
the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series; Vice Chairman of Kmart Corporation (since December,
1998); formerly Chairman and Chief Executive Officer of Levitz Furniture
Corporation (November, 1995--November, 1998); formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991--July, 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.;
Director of Eaglemark Financial Services, Inc. and Weirton Steel Corporation.

The nominee for Trustee to be elected at the Meeting by only the Preferred
Shareholders is:

CHARLES A. FIUMEFREDDO, Trustee since June, 1991; age 66; Chairman,
Director or Trustee and Chief Executive Officer of the Morgan Stanley Dean
Witter Funds, the TCW/DW Term Trusts and Discover

Brokerage Index Series; formerly, Chairman, Chief Executive Officer and
Director of MSDW Advisors, MSDW Services and Morgan Stanley Dean Witter
Distributors Inc. ("MSDW Distributors"), Executive Vice President of DWR,
Chairman and Director of MSDW Trust and Director and/or officer of various
Morgan Stanley Dean Witter & Co. ("MSDW") subsidiaries (until June, 1998).

The Trustees who are not standing for reelection at the Meeting are:

EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 67; Director or
Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly Mayor
of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery
(April 12-19, 1985); Vice Chairman, Huntsman Corporation (chemical company);
Director of Franklin Covey (time management systems), BMW Bank of North America,
Inc. (industrial loan corporation), United Space Alliance (joint venture between
Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific (multilevel
marketing); member of the board of various civic and charitable organizations.

WAYNE E. HEDIEN, Trustee since September, 1997; age 65; Retired; Director
or Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated with the Allstate Companies (1966-1994), most
recently as Chairman of The Allstate Corporation (March 1993-December 1994) and
Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate
Insurance Company (July 1989-December 1994); director of various other business
and charitable organizations.

MANUEL H. JOHNSON, Trustee since July, 1991; age 50; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a founder
of the Group of Seven Council (G7C), an international economic commission;
Chairman of the Audit Committee and Director or Trustee of the Morgan Stanley
Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director of Greenwich Capital Markets, Inc. (broker-dealer) and NVR, Inc. (home
construction); Chairman and Trustee of the Financial Accounting Foundation
(oversight organization for the Financial Accounting Standards Board); formerly
Vice Chairman of the Board of Governors of the Federal Reserve System
(1986-1990) and Assistant Secretary of the U.S. Treasury (1982-1986).

MICHAEL E. NUGENT, Trustee since July, 1992; age 63; General Partner,
Triumph Capital, L.P., a private investment partnership; Chairman of the
Insurance Committee and Director or Trustee of the Morgan Stanley Dean Witter
Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series; formerly Vice
President, Bankers Trust Company and BT Capital Corporation (1984-1988);
director of various business organizations.

PHILIP J. PURCELL, Trustee since April, 1994; age 55; Chairman of the Board
of Directors and Chief Executive Officer of MSDW, DWR and Novus Credit Services
Inc.; Director of MSDW Distributors; Director or Trustee of the Morgan Stanley
Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director and/or officer of various MSDW subsidiaries.

JOHN L. SCHROEDER, Trustee since April, 1994; age 69; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director of Citizens Utilities Company (telecommunications, gas, electric and
water utilities company), formerly Executive Vice President and Chief Investment
Officer of the Home Insurance Company (August, 1991-September, 1995).

The executive officers of the Trust other than shown above are: Mitchell M.
Merin, President; Barry Fink, Vice President, Secretary and General Counsel;
Ronald E. Robison, Vice President; Joseph J. McAlinden, Vice

President; Robert S. Giambrone, Vice President; James F. Willison, Vice
President; and Thomas F. Caloia, Treasurer. In addition, Peter M. Avelar,
Jonathan R. Page, Katherine H. Stromberg, Gerard J. Lian and Joseph Arcieri are
Vice Presidents of the Trust and Marilyn K. Cranney, Natasha Kassian, Lou Anne
D. McInnis, Ruth Rossi, Carsten Otto, Frank Bruttomesso and Todd Lebo serve as
Assistant Secretaries.

Mr. Merin is 46 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December 1998), President, Director
(since April, 1997) and Chief Executive Officer (since June, 1998) of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
the MSDW Distributors (since June, 1998), Chairman and Chief Executive Officer
(since June, 1998) and Director (since January, 1998) of MSDW Trust, President
of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series (since May 1999) and Director of various other MSDW
subsidiaries. Mr. Fink is 44 years old and is currently Senior Vice President
(since March 1997), Secretary and General Counsel (since February 1997) and
Director (since July, 1998) of MSDW Advisors and MSDW Services and (since August
1996) Assistant Secretary of DWR; Vice President, Secretary and General Counsel
of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts (since
February, 1997) and Discover Brokerage Index Series; he is also Senior Vice
President (since March 1997), Assistant Secretary and Assistant General Counsel
of MSDW Distributors (since February 1997). He was previously First Vice
President, Assistant Secretary and Assistant General Counsel of MSDW Advisors
and MSDW Services. Mr. Robison is 60 years old and is currently Executive Vice
President and Chief Administrative Officer (since September 1998) and Director
(since February, 1999) of MSDW Advisors and MSDW Services; prior thereto he was
a Managing Director of the TCW Group, Inc. Mr. McAlinden is 56 years old and is
currently Executive Vice President and Chief Investment Officer of MSDW Advisors
and MSDW Services (since April 1996) and Director of MSDW Trust (since April
1996). He was previously Senior Vice President of MSDW Advisors (June
1995--April 1996) and prior thereto was a Managing Director at Dillon Read. Mr.
Giambrone is 45 years old and is currently Senior Vice President of MSDW
Advisors, MSDW Services, MSDW Distributors and MSDW Trust (since August 1995)
and Director of MSDW Trust (since April 1996). He was formerly a partner of KPMG
Peat Marwick, LLP. Mr. Caloia is 53 years old and is currently First Vice
President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr.
Willison is 55 years old and is currently Senior Vice President of MSDW
Advisors. Mr. Avelar is 40 years old and is currently Senior Vice President of
MSDW Advisors. Mr. Page is 52 years old and is currently Senior Vice President
of MSDW Advisors. Mr. Arcieri is 51 years old and is currently Vice President of
MSDW Advisors. Mr. Lian is 44 years old and is currently Vice President of MSDW
Advisors. Ms. Stromberg is 51 years old and is currently Vice President of MSDW
Advisors. Other than Messrs. Robison, McAlinden and Giambrone, each of the above
officers has been an employee of MSDW Advisors or its affiliated for over five
years.

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

The Board of Trustees consists of eight (8) trustees. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Dean Witter Funds, and are referred to in this section as Trustees. As of the
date of this Proxy Statement, there are a total of 90 Morgan Stanley Dean Witter
Funds, comprised of 130 portfolios. As of June 30, 1999, the Morgan Stanley Dean
Witter Funds had total net assets of approximately $129.2 billion and more than
six million shareholders.

Six Trustees (75% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
any stock or other securities issued by MSDW Advisors' parent company, MSDW.
These are the "disinterested" or "independent" Trustees.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in business and
finance, government service or academia; these are people whose advice and
counsel are in

demand by others and for whom there is often competition. To accept a position
on the Funds' Boards, such individuals may reject other attractive assignments
because the Funds make substantial demands on their time.

All of the Independent Trustees serve as members of the Audit Committee. In
addition, three of the Trustees, including two Independent Trustees, serve as
members of the Derivatives Committee and the Insurance Committee. During the
calendar year ended December 31, 1998, the Audit Committee, the Derivatives
Committee, the Insurance Committee and the Independent Trustees held a combined
total of seventeen meetings.

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

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Trust's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; and reviewing
the independence of the independent accountants; considering the range of audit
and non-audit fees and reviewing the adequacy of the Trust's system of internal
controls; and preparing and submitting committee meeting minutes to the full
Board.

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

For the fiscal year ended October 31, 1998, the Board of Trustees of the
Trust held 6 meetings, and the Audit Committee, the Committee of the Independent
Trustees, the Derivatives Committee and the Insurance Committee of the Trust
held 2, 12, 2 and 2 meetings, respectively. No Trustee attended fewer than 75%
of the meetings of the Board of Trustees, the Audit Committee, the Committee of
the Independent Trustees, the Derivatives Committee or the Insurance Committee
held while he served in such positions.

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

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley Dean Witter Funds
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and enhances
their ability to negotiate on behalf of each Fund with the Fund's service
providers. This arrangement also precludes the possibility of separate groups of
Independent Trustees arriving at conflicting decisions regarding operations and
management of the Funds and avoids the cost and confusion that would likely
ensue. Finally, having the same Independent Trustees serve on all Fund Boards
enhances the ability of each Fund to obtain, at modest cost to each separate
Fund, the services of Independent Trustees of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Morgan Stanley Dean Witter Funds.

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds in
the Morgan Stanley Dean Witter Funds complex or Discover

Brokerage Index Series on whose boards the Trustee serves. In addition, the
policy contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees may
allocate their investments among specific Funds in any manner they determine is
appropriate based on their individual investment objectives. As of the date of
this proxy statement, each Trustee is in compliance with the policy. Any future
Trustee will be given a one year period following his or her election within
which to comply with the foregoing. As of June 30, 1999, the total value of the
investments by the Trustees and/or their spouses in shares of the Morgan Stanley
Dean Witter Funds was approximately $40.4 million.

As of the record date for this meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as a
group was less than 1 percent of the Trust's shares of beneficial interest
outstanding.

COMPENSATION OF INDEPENDENT TRUSTEES

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

The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Fund for the fiscal year ended October 31, 1998.

TRUST COMPENSATION

AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------
Michael Bozic ........................................ $1,400
Edwin J. Garn ........................................ 1,550
Wayne E. Hedien ...................................... 1,500
Dr. Manuel H. Johnson ................................ 1,500
Michael E. Nugent .................................... 1,550
John L. Schroeder .................................... 1,550

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1998 for services
to the 90 Morgan Stanley Dean Witter Funds that were in operation at December
31, 1998.

CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS

TOTAL CASH
COMPENSATION
FOR SERVICES TO
NAME OF 90 MORGAN STANLEY
DEPENDENT TRUSTEE DEAN WITTER FUNDS
- -------------------------------------- ------------------
Michael Bozic ........................................ $120,150
Edwin J. Garn ........................................ 132,450
Wayne E. Hedien ...................................... 132,350
Dr. Manuel H. Johnson ................................ 155,681
Michael E. Nugent .................................... 159,731
John L. Schroeder .................................... 160,731

As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds, including the Trust, have adopted a retirement program under
which an Independent Trustee who retires after serving for at least five years
(or such lesser period as may be determined by the Board) as an Independent
Director or Trustee of any Morgan Stanley Dean Witter Fund that has adopted the
retirement program (each such Fund referred to as an "Adopting Fund" and each
such Trustee referred to as an "Eligible Trustee") is entitled to retirement
payments upon reaching the eligible retirement age (normally, after attaining
age 72). Annual payments are based upon length of service. Currently, upon
retirement, each Eligible Trustee is entitled to receive from the Adopting
Fund, commencing as of his or her retirement date and continuing for the
remainder of his or her life, an annual retirement benefit (the "Regular
Benefit") equal to 30.22% of his or her Eligible Compensation plus 0.5036667%
of such Eligible Compensation for each full month of service as an Independent
Director or Trustee of any Adopting Fund in excess of five years up to a
maximum of 60.44% after ten years of service. The foregoing percentages may be
changed by the Board.(1) "Eligible Compensation" is one-fifth of the total
compensation earned by such Eligible Trustee for service to the Adopting Fund
in the five year period prior to the date of the Eligible Trustee's retirement.
Benefits under the retirement program are not secured or funded on the books of
the Adopting Funds.

The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the Fund for the fiscal year ended October 31,
1998 and by the 55 Morgan Stanley Dean Witter Funds (including the Trust) for
the year ended December 31, 1998, and the estimated retirement benefits for the
Trust's Independent Trustees, to commence upon their retirement, from the Trust
as of October 31, 1998 and from the 55 Morgan Stanley Dean Witter Funds as of
December 31, 1998.

RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY DEAN WITTER FUNDS

FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED ANNUAL
ESTIMATED RETIREMENT BENEFITS BENEFITS
CREDITED ACCRUED AS EXPENSES UPON RETIREMENT(2)
YEARS ESTIMATED --------------------- -------------------
OF SERVICE AT PERCENTAGE OF BY ALL FROM FROM ALL
RETIREMENT ELIGIBLE BY THE ADOPTING THE ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION TRUST FUNDS TRUST FUNDS
- ------------------------------- --------------- --------------- -------- ---------- ------- ---------

Michael Bozic ................. 10 60.44% $388 $22,377 $971 $52,250
Edwin J. Garn ................. 10 60.44 666 35,225 971 52,250
Wayne E. Hedien ............... 9 51.37 617 41,979 825 44,413
Dr. Manuel H. Johnson ......... 10 60.44 260 14,047 971 52,250
Michael E. Nugent ............. 10 60.44 495 25,336 971 52,250
John L. Schroeder ............. 8 50.37 784 45,117 815 44,343

- ----------
(1) An Eligible Trustee may elect alternate payments of his or her retirement
benefits based upon the combined life expectancy of such Eligible Trustee
and his or her spouse on the date of such Eligible Trustee's retirement.
The amount estimated to be payable under this method, through the
remainder of the later of the lives of such Eligible Trustee and spouse,
will be the actuarial equivalent of the Regular Benefit. In addition, the
Eligible Trustee may elect that the surviving spouse's periodic payment
of benefits will be equal to a lower percentage of the periodic amount
when both spouses were alive.

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

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

THE INVESTMENT MANAGER

Morgan Stanley Dean Witter Advisors Inc. is the Trust's investment manager
pursuant to an investment management agreement. MSDW Advisors maintains its
offices at Two World Trade Center, New York, New

York 10048. MSDW Advisors, which was incorporated in July, 1992 under the name
Dean Witter InterCapital Inc., changed its name to Morgan Stanley Dean Witter
Advisors Inc. on June 22, 1998. MSDW Advisors is a wholly-owned subsidiary of
MSDW, a preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses--securities, asset management
and credit services.

The Principal Executive Officer and Directors of MSDW Advisors are Mitchell
M. Merin, President and Chief Executive Officer, Ronald E. Robison, Executive
Vice President and Chief Administrative Officer and Barry Fink, Senior Vice
President, Secretary and General Counsel. The principal occupations of Messrs.
Merin, Robison and Fink are described above under the section "Election of
Trustees." The business address of the Executive Officer and other Directors is
Two World Trade Center, New York, New York 10048.

The management agreement provides that the investment manager shall obtain
and evaluate such information and advice relating to the economy, securities and
commodity markets and securities and commodities as it deems necessary or useful
to discharge its duties under the investment management agreement, and that it
shall continuously supervise the management of the assets of the Trust in a
manner consistent with the investment objectives and policies of the Trust and
subject to such other limitations and directions as the Board may, from time to
time, prescribe.

MSDW Advisors pays the compensation of the officers of the Trust who are
also directors, officers or employees of the Investment Manager and provides the
Trust with office space and equipment, clerical and bookkeeping services and
telephone service, heat, light, power and other utilities. MSDW Advisors also
pays for the services of personnel in connection with the pricing of the Trust's
shares and the preparation of prospectuses, proxy statements and reports
required to be filed with federal and state securities commissions (except
insofar as the participation or assistance of independent accountants and
attorneys is, in the opinion of the investment manager, necessary or desirable).
In return for its services and the expenses MSDW Advisors assumes under the
investment management agreement, the Trust pays MSDW Advisors compensation which
is accrued weekly and payable monthly and which is determined by applying the
annual rate of 0.35% to the Trust's average weekly net assets. For the fiscal
year ended October 31, 1998, the Trust accrued to MSDW Advisors pursuant to the
investment management agreement, total compensation of $2,618,487. The net
assets of the Trust totalled $750,328,706 at October 31, 1998. The
administrative services called for under the investment management agreement are
performed by MSDW Services, a wholly-owned subsidiary of MSDW Advisors, pursuant
to a Services Agreement between MSDW Advisors and MSDW Services.

MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional and
individual investors. The Appendix lists the investment companies for which MSDW
Advisors provides investment management or investment advisory services and
which have similar investment objectives to that of the Trust and sets forth the
fees payable to MSDW Advisors by such companies, including the Trust, and their
net assets as of July 29, 1999.

MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW involving material amounts which, in the
opinion of its management, will be resolved with no material effect on the
consolidated financial position of the company.

During the fiscal year ended October 31, 1998, the Trust accrued to MSDW
Trust, the Trust's Transfer Agent and an affiliate of the Investment Manager,
transfer agency fees of $168,097.

AFFILIATED BROKERAGE

Because DWR, Morgan Stanley & Co. Incorporated and MSDW Advisors are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Trust. During the fiscal year ended October 31, 1998,
the Trust did not pay any brokerage commissions to DWR and Morgan Stanley & Co.
Incorporated.

(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees have unanimously selected the firm of PricewaterhouseCoopers
LLP as the Trust's independent accountants for the fiscal year ending October
31, 1999. Its selection is being submitted for ratification or rejection by
shareholders at the meeting. PricewaterhouseCoopers LLP has been the independent
accountants for the Trust since its inception, and has no direct or indirect
financial interest in the Trust.

A representative of PricewaterhouseCoopers LLP is expected to be present at
the Meeting and will be available to respond to appropriate questions of
Shareholders.

The affirmative vote of the holders of a majority of the shares represented
and entitled to vote at the Annual Meeting is required for ratification of the
selection of PricewaterhouseCoopers LLP as the independent accountants for the
Trust.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.

(3) SHAREHOLDER PROPOSAL TO AMEND THE TRUST'S DECLARATION
OF TRUST TO REQUIRE THAT EACH TRUSTEE, WITHIN THIRTY DAYS
OF ELECTION, BECOME A SHAREHOLDER OF THE TRUST

The Trust has been informed by Carol W. Mullett, 230 East Shore Drive, Lake
Toxaway, North Carolina 28747, a shareholder of record who owned 1,229.4 Common
Shares at July 29, 1999 (the "Proponent"), that she intends to submit the
following proposal at the meeting:

"RESOLVED, that the Declaration of Trust be amended to require that each
Trustee, within thirty days of election, become a shareholder of the Trust."

The Proponent has requested that the following statement be included in
support of her proposal:

I believe it self-evident that the Trustees could better understand and
represent our interests if they were shareholders themselves. Yet not one of the
Trustees owns a single share of our Trust. In fact, no Trustee has ever been a
shareholder. You can read below a litany of excuses seeking to convince you that
you are somehow better off because the Trustees refuse to invest in our Trust.
Let's look at their excuses: I call them the THREE LITTLE FIGS.

Fig Leaf #1 -- "The Trustees have adopted a policy" which requires "each
Trustee . . . to invest at least $25,000 in any of the Funds." But they refuse
to invest $15 in our Trust. And, believe-it-or-not, the Trustees can satisfy
their requirement with a money market fund. By the way, they adopted this policy
only after my proposal. This is the scantiest of the fig leaves.

Fig Leaf #2 -- "The Trust's objectives and policies may not be appropriate
for a Trustee". I guess this means that what's good for us isn't good for them.
Even though they could meet my proposed requirement by investing $15. Aw, come
on, guys.

Fig Leaf #3 -- "Any policy which requires the Trustees to own shares of a
specific Fund . . . could logically be extended to all Funds." This excuse is
pure smoke since my proposal has no bearing whatsoever on any other Fund. Will
logic oblige the Trustees to invest in all the Funds if my proposal passes? The
Trustees refuse to answer this question. Impaled on a fig leaf? I find it
inconceivable that "the Trust could be inhibited in its ability to attract
Trustees" if they had to invest $15 in our Trust.

The Trustees have complained about the expenses the Trust (we shareholders)
must bear to oppose my proposal. In response, I have offered to give each
Trustee a share so they would meet the proposed requirement

and avoid any expense. Through their attorney they declined my offer. Instead
their attorney wrote to suggest that I withdraw my proposal since "there can no
longer be any reasonable expectation that it will pass". Of course, neither he
nor any of the Trustees are shareholders so they can't vote. But YOU can -- and
together perhaps we can prove him wrong.

I ask you to support my proposal and encourage the Trustees to join us as
shareholders.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL.

RECOMMENDATION OF THE BOARD OF TRUSTEES

The same proposal by Mrs. Mullett has been made to the Shareholders of this
Trust, to the Shareholders of other Trusts in the Morgan Stanley Dean Witter
complex of Mutual Funds by either Mrs. Mullett, or by Mrs. Mullett and her
husband, Edwin S. Mullett, jointly, as well as to the Shareholders of the TCW/DW
Term Trusts by either Mr. Mullett, or jointly by Mr. and Mrs. Mullett, a total
of 24 times. Each time the Trustees determined to oppose the proposal, as in
their view it was not in the best interests of the Shareholders of the Trusts.
The Trustees continue to adhere to this view.

The Trustees have already adopted a share ownership proposal, which is
consistent with the recommendations made by the Investment Company Institute
Advisory Group on Best Practices for Fund Directors.

Under the share ownership policy, the Trustees have invested over $40
million in the Morgan Stanley Dean Witter complex of Funds, and each of the
Trustees is in full compliance with the Morgan Stanley Dean Witter Funds' share
ownership policy without considering any investments in money market funds.

Mrs. Mullett ridicules the Trust share ownership policy, but fails to
explain how the investment of approximately $15 in this Trust would achieve the
benefits she claims this proposal will achieve for Shareholders. Nor does she
tell you about the additional proxy costs imposed upon the Trust and upon you,
the Shareholders, whose interests she purports to represent, each time her
proposal is submitted to Shareholders.

She also does not tell you that she or Mr. Mullett, or both of them, have
made the same proposal in proxies of this Trust and other Trusts in the Morgan
Stanley Dean Witter complex, as well as in proxies of the TCW/DW Term Trusts, a
total of 24 times. None of these proposals has been successful.

The Trustees once again urge you to defeat this proposal. Why this proposal
is in anyone's interest, especially given the share ownership policy currently
in effect, defies logic. The reasons for the Trustees decision are reiterated
below.

THE SHARE OWNERSHIP POLICY

Each Trustee and/or his spouse is required to invest at least $25,000 in
any of the funds in the Morgan Stanley Dean Witter complex, including this
Trust, on whose Board the Trustee serves.

In addition, the policy contemplates that the Trustees will over time
increase their aggregate investment in funds above the $25,000 minimum
requirement. The Trustees may allocate their investments among specific funds in
any amount that they determine is appropriate based on their individual
investment objectives, the same right held by each individual shareholder.

As of the date of this proxy statement, each Trustee is in compliance with
the policy. As of June 30, 1999, the total value of shares of Morgan Stanley
Dean Witter Funds owned by the Trustees and/or their spouses was approximately
$40.4 million. This policy is precisely in line with the recommendations of the
Advisory Group on Best Practices for Fund Directors described below.

REASONS FOR OPPOSING THE SHAREHOLDER PROPOSAL

The share ownership policy requires the Trustees to make a significant
investment in the Funds in the Morgan Stanley Dean Witter complex, which
includes the Trust, while allowing the Trustees to select the specific Funds
that meet their own individual investment needs. As stated in the three previous
years' proxy statements, the Trustees believe it is not necessary to own shares
of any particular Trust to act in the best interests of shareholders and that
they can carry out their duties and functions diligently and effectively with or
without owning shares of the Trust. In addition, because the Trust's objectives
and policies may not be appropriate for a Trustee's individual financial
circumstances, the Trust could be inhibited in its ability to attract Trustees
if the available pool is limited to those whose personal financial needs are met
by the Trust's objectives and policies.

On June 24, 1999, the Investment Company Institute (the national
association of the American investment company industry) publicly released the
recommendations of the Report of the Advisory Group on Best Practices for Fund
Directors. One of those recommendations is that "investment company boards adopt
a policy that requires fund directors to invest in one or more of the funds [in
a complex] on whose boards they serve." This is precisely what the Trustees have
had in effect for the past several years. The objectives of the recommended
policy are to enable directors to better serve the interests of fund
shareholders (i) since share ownership helps align the interests of directors
with those of shareholders in a complex, and (ii) the directors should better
understand the quality of shareholder services provided by the fund group if
they experience those services first hand. A policy that would have required the
Trustees to invest in all of the portfolios of the Morgan Stanley Dean Witter
Fund complex (approximately 130 in total) likely would have resulted in the
Trustees owning a de minimis number of shares of each such portfolio. It is
unlikely that such a policy would serve the foregoing objectives to any greater
extent than the recommended policy which requires ownership of shares of one or
more of the funds in the complex.

The Trustees continue to believe that any policy requiring the Trustees to
own shares of a specific Fund for which they serve as Trustees, without regard
to their own respective investment objectives, could logically be extended to
all the Funds in the Morgan Stanley Dean Witter complex. The Trustees believe
that such a complex-wide share ownership requirement would be impractical and
undesirable because it could make it more difficult to maintain the same board
of directors for all the Funds given the large number of Funds in the complex.
The Advisory Group specifically recommended that all fund complexes with any
substantial number of funds generally adopt either a unitary or cluster board
structure. The Trustees believe that having the same Trustees for each of the
Morgan Stanley Dean Witter Funds is in the best interests of all the Funds'
shareholders for several reasons. First, a common board enhances the ability of
each Fund, to obtain, at modest cost to each separate Fund, the services of high
caliber Trustees. Separate boards for individual Morgan Stanley Dean Witter
Funds would result in operational inefficiencies and increased costs to you, the
shareholders. In addition, having a common board avoids the duplication of
effort that would arise from having different groups of individuals serving as
Trustees for each of the Funds and avoids the cost and confusion that may arise
from different conclusions being reached by different boards on the same
operations and management issues. Finally, serving as Trustees of all Funds
tends to increase a Trustee's knowledge and expertise regarding matters which
affect all the Funds in the complex and enhances the ability to negotiate on
behalf of each Fund with the Fund's service providers.

For the reasons stated above and in light of the fact that they have
adopted the share ownership policy described above, the Trustees unanimously
recommend that shareholders vote AGAINST the shareholder proposal.

The affirmative vote of the holders of a majority of each of the common and
preferred shares outstanding and entitled to vote at the Meeting, each voting as
a separate class, is required for the approval of the shareholder proposal.

ADDITIONAL INFORMATION

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

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than May 4, 2000, for
inclusion in the proxy statement for that meeting. The mere submission of a
proposal does not guarantee its inclusion in the proxy materials or its
presentation at the meeting. Certain rules under the federal securities laws
must be met.

REPORTS TO SHAREHOLDERS

The Trust's Annual Report, for its fiscal year ended October 31, 1998, and
its most recent Semi-Annual Report succeeding the Annual Report, have been sent
previously to Shareholders and are available without charge upon request from
Nina Wessel at Morgan Stanley Dean Witter Trust FSB, Harborside Financial
Center, Plaza Two, Jersey City, New Jersey 07311 (telephone 1-800-869-NEWS)
(toll-free).

INTEREST OF CERTAIN PERSONS

MSDW, MSDW Advisors, DWR, MSDW Services, and certain of their respective
Directors, Officers, and employees, including persons who are Trustees or
Officers of the Trust, may be deemed to have an interest in certain of the
proposals described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Trust, and certain of those individuals are compensated for
performing services relating to the Trust and may also own shares of MSDW. Such
companies and persons may thus be deemed to derive benefits from the approvals
by Shareholders of such proposals.

OTHER BUSINESS

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

By Order of the Board of Trustees

BARRY FINK
Secretary

(This page has been left blank intentionally.)

APPENDIX

MSDW Advisors serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart showing
the net assets of each such investment company as of July 29, 1999 and the
investment management or advisory fee rate(s) applicable to such investment
company.

CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/29/99 OF NET ASSETS
---------------- ---------------------------------

1. MORGAN STANLEY DEAN WITTER
CALIFORNIA TAX-FREE INCOME FUND* ........ $ 854,323,381 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.25 billion
2. MORGAN STANLEY DEAN WITTER LIMITED
TERM MUNICIPAL TRUST* ................... 49,426,414 0.50%
3. MORGAN STANLEY DEAN WITTER
MULTI-STATE MUNICIPAL SERIES TRUST* ..... 358,289,299 0.35%
4. MORGAN STANLEY DEAN WITTER
NEW YORK TAX-FREE INCOME FUND* .......... 147,865,853 0.55% on assets up to $500
million and 0.525% on assets
over $500 million

5. MORGAN STANLEY DEAN WITTER
TAX-EXEMPT SECURITIES TRUST* ............ 1,108,366,323 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
6. MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL
INCOME TRUST** .......................... 247,448,193 0.35%
7. MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ............................ 208,052,313 0.35%
8. MORGAN STANLEY DEAN WITTER INSURED
CALIFORNIA MUNICIPAL SECURITIES** ....... 68,478,578 0.35%
9. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL BOND TRUST** .................. 105,739,035 0.35%
10. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL INCOME TRUST** ................ 569,773,127 0.35%
11. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES** .................. 133,330,682 0.35%
12. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL TRUST** ....................... 474,028,949 0.35%
13. MORGAN STANLEY DEAN WITTER NEW
YORK QUALITY MUNICIPAL SECURITIES** ..... 94,423,713 0.35%

A-1

CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/29/99 OF NET ASSETS
---------------- ----------------------------------

14. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST** ................ $722,367,775 0.35%
15. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INVESTMENT TRUST** ............ 373,318,269 0.35%
16. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL SECURITIES** .................. 354,013,188 0.35%
17. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST** ................ 284,508,214 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
18. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST II** ............. 253,978,757 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
19. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST III** ............ 59,751,741 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST** ................................. 180,366,721 0.50%
21. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST II** .............................. 175,006,277 0.50%
22. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST III** ............................. 102,133,701 0.50%
23. MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST** ........ 327,426,528 0.40%
24. MORGAN STANLEY DEAN WITTER SELECT
MUNICIPAL REINVESTMENT FUND*** .......... 85,774,937 0.50%
25. MORGAN STANLEY DEAN WITTER HAWAII
MUNICIPAL TRUST*(1) ..................... 7,544,600 0.35%(1)

- ----------
* Open-end investment company

** Closed-end investment company

*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the reinvestment
of UIT distributions

(1) MSDW Advisors has undertaken, from January 1, 1999 through December 31,
1999, to assume all operating expenses (except for any brokerage fees) of
Morgan Stanley Dean Witter Hawaii Municipal Trust and to waive the
compensation provided for in its Investment Management Agreement with
that company to the extent that they exceed 0.55% of the Fund's daily net
assets.

A-2

MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INCOME TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Quality Municipal Income Trust on October 28, 1999,
at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 27, 1999 as follows:

(Continued on reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEE AND FOR PROPOSAL 2 AND AGAINST PROPOSAL 3 SET FORTH ON
THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.

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

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

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM

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

COMMON SHARES

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]

01. Michael Bozic

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

FOR AGAINST ABSTAIN

2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as
independent accountants.

3. Shareholder Proposal (NOTE: [ ] [ ] [ ]
THE TRUSTEES RECOMMEND
A VOTE AGAINST THIS PROPOSAL)

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

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

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

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

MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INCOME TRUST

- --------------------------------------------------------------------------------
IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.

2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A TOUCH-
TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND
FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

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

MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INCOME TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

(Continued on reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND FOR PROPOSAL 2 AND AGAINST PROPOSAL 3 SET FORTH ON
THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.

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

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

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

PREFERRED SHARES
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]

01. Michael Bozic

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

FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.

FOR WITHHOLD
3. Election of one (1) Preferred Trustee: [ ] [ ]

02. Charles A. Fiumefreddo

FOR AGAINST ABSTAIN
4. Shareholder Proposal (NOTE:
THE TRUSTEES RECOMMEND A VOTE [ ] [ ] [ ]
AGAINST THIS PROPOSAL)

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

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

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

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

MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INCOME TRUST

- --------------------------------------------------------------------------------
IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------

MORGAN STANLEY DEAN WITTER FUNDS

OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK

You can now vote your proxy in a matter of minutes with the ease and convenience
of the Internet or the telephone. You may still vote by mail. But remember, if
you are voting by Internet or telephone, do not mail the proxy.

TO VOTE BY INTERNET:

1. Read the enclosed Proxy Statement and have your Proxy Card available.

2. Go to the "Proxy Voting" link on www.msdwt.com or to website
www.proxyvote.com.

3. Enter the 12-digit Control Number found on your Proxy Card.

4. Follow the simple instructions.

TO VOTE BY TELEPHONE:

1. Read the enclosed Proxy Statement and have your Proxy Card available.

2. Call toll-free 1-800-690-6903.

3. Enter the 12-digit Control Number found on your Proxy Card.

4. Follow the simple recorded instructions.

YOUR PROXY VOTE IS IMPORTANT!

Thank You for Submitting Your Proxy.