MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II, DEF 14A, 1999-05-04

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II
DEF 14A, 1999-05-04

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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12

Morgan Stanley Dean Witter High Income Advantage Trust III
Morgan Stanley Dean Witter Municipal Income Trust II
Morgan Stanley Dean Witter Municipal Income Opportunities Trust II
Morgan Stanley Dean Witter Insured Municipal Securities
Morgan Stanley Dean Witter Insured California Municipal Securities

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrants as specified in their charter)

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

Payment of Filing Fee (check the appropriate box):

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

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2) Aggregate number of securities to which transaction applies:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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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:

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4) Date Filed:

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MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST II
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES
MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA
MUNICIPAL SECURITIES

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD JUNE 22, 1999

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER HIGH INCOME ADVANTAGE TRUST III, MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME TRUST II, MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES
TRUST II, MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES and MORGAN
STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES (individually, a
"Fund" and, collectively, the "Funds"), unincorporated business trusts
organized under the laws of the Commonwealth of Massachusetts, will be held
jointly in Conference Room A, Forty-Fourth Floor, Two World Trade Center, New
York, New York 10048, on June 22, 1999 at 9:00 A.M., New York City time, for
the following purposes:

1. For MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III and
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST II, to
elect three (3) Trustees to serve until the year 2002 Annual Meeting of
each Fund; and for MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II,
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES AND MORGAN STANLEY
DEAN WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES, to elect two (2)
Trustees to serve until the year 2002 Annual Meeting, or in each case,
until their successors shall have been elected and qualified.

2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
each Fund's independent accountants for fiscal year ending January 31, 2000
for MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III; for fiscal
year ending December 31, 1999 for MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME TRUST II; for fiscal year ending February 29, 2000 for MORGAN
STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST II; and for fiscal
years ending October 31, 1999 for MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES and MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA
MUNICIPAL SECURITIES; and

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

Shareholders of record of each Fund as of the close of business on April
22, 1999 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting of
any Fund, the persons named as proxies may propose one or more adjournments of
the Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the applicable Fund'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
May 3, 1999 Secretary
New York, New York

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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.
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TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

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

ANNUAL MEETINGS OF SHAREHOLDERS

JUNE 22, 1999

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY DEAN WITTER HIGH
INCOME ADVANTAGE TRUST III ("HIAT III"), MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME TRUST II ("MIT II"), MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST II ("MIOT II"), MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES ("INSURED MUNI") and MORGAN STANLEY DEAN WITTER INSURED
CALIFORNIA MUNICIPAL SECURITIES ("INSURED CAL MUNI") (individually, a "Fund"
and, collectively, the "Funds") for use at the Annual Meetings of Shareholders
of the Funds to be held jointly on June 22, 1999 (the "Meeting(s)"), and at any
adjournments thereof. The first mailing of this Proxy Statement is expected to
be made on or about May 3, 1999.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares
("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 and in favor of Proposal 2 set forth in the attached Notice of
Annual Meetings of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation to the
Secretary of the Funds, execution and delivery of a later dated proxy to the
Secretary of the Funds (whether by mail or, as discussed below, by touchtone
telephone or the Internet) (if returned and received in time to be voted), or
attendance and voting at the Annual Meetings of Shareholders. Attendance at the
Meetings will not in and of itself revoke a proxy.

Shareholders of record ("Shareholders") of each Fund as of the close of
business on April 22, 1999, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings, are entitled to
one vote for each share held and a fractional vote for a fractional share. On
April 22, 1999, there were 12,876,779 shares of beneficial interest of HIAT
III, 26,067,566 shares of beneficial interest of MIT II, 19,943,507 shares of
beneficial interest of MIOT II, 8,810,013 shares of beneficial interest of
INSURED MUNI and 4,198,513 shares of beneficial interest of INSURED CAL MUNI
outstanding, all with $0.01 par value. No person was known to own as much as 5%
of the outstanding shares of any of the Funds on that date. The percentage
ownership of shares of each Fund changes from time to time depending on
purchases and sales by Shareholders and the total number of shares outstanding.

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The cost of soliciting proxies for these Annual Meetings of Shareholders,
consisting principally of printing and mailing expenses will be borne by each
respective Fund. The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through Trustees,
officers of the Funds, or officers and regular employees of Morgan Stanley Dean
Witter Advisors Inc. ("MSDW Advisors" or the "Investment Manager") (formerly
named Dean Witter InterCapital Inc.), 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, MSDW Advisors may employ William F. Doring
& Co. as proxy solicitor, the cost of which is not expected to exceed $3,000
for each Fund and will be borne by each respective Fund.

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 Funds have been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and may
vote by mail using the enclosed proxy card or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the vote that
is counted and will revoke all previous votes by the Shareholder. With respect
to the solicitation of a telephonic vote by William F. Doring & Co., additional
expenses would include $7.00 per telephone vote transacted, $3.00 per outbound
telephone contact and costs relating to obtaining Shareholders' telephone
numbers, which would be borne by each respective Fund.

(1) ELECTION OF TRUSTEES FOR EACH FUND

The number of Trustees of each Fund has been fixed by the Trustees,
pursuant to each Fund's Declaration of Trust, at eight. There are presently
eight Trustees for each Fund. At the Meetings, the following nominees are to be
elected to each Fund's Board of Trustees to serve for the following terms, in
accordance with each Fund's Declaration of Trust, as set forth below:

HIAT III, MIOT II -- MIT II, INSURED MUNI, INSURED CAL MUNI --
Until the year 2002 Annual Meeting Until the year 2002 Annual Meeting
- ------------------------------------ -----------------------------------------
Edwin J. Garn Michael Bozic
Michael E. Nugent Charles A. Fiumefreddo
Philip J. Purcell

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 Funds, as that term is defined in the Investment Company Act of 1940, as
amended

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(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 Funds and MSDW Advisors and thus, are not Independent Trustees. The
nominees for election as Trustee have been proposed by the Trustees now
serving, or in the case of the nominees for positions as Independent Trustees,
by the Independent Trustees now serving. All of the members of the Boards
currently serving have been elected previously by the Shareholders of the
Funds.

The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy,
unless instructed by proxy to withhold authority to vote for the nominees, to
vote all validly executed proxies for the election of these nominees: for HIAT
III and MIOT II--Edwin J. Garn, Michael E. Nugent and Philip J. Purcell; for
MIT II, INSURED MUNI and INSURED CAL MUNI--Michael Bozic and Charles A.
Fiumefreddo. Should the nominees become unable or unwilling to accept
nomination or election, the persons named in the proxy will exercise their
voting power in favor of such person as the Boards may recommend or, in the
case of an Independent Trustee nominee, as the Independent Trustees of each
Fund may recommend. All of the nominees have consented to being named in this
Proxy Statement and to serve if elected. The Funds know of no reason why any of
the said nominees would be unable or unwilling to accept nomination or
election. With respect to each Fund, the election of each Trustee requires the
approval of a majority of the shares of the Fund represented and entitled to
vote at the Meeting.

Pursuant to the provisions of the Declaration of Trust of each Fund, 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 Fund previously determined that any nominee for election
as Trustee for each Fund will stand for election as Trustee and serve as
Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic and Fiumefreddo; Class II--Messrs. Hedien, Johnson and Schroeder; and
Class III--Messrs. Garn, Nugent and Purcell. Any nominee will, if elected,
serve a term of up to approximately three years running for the period assigned
to that class and terminating at the date of the Annual Meeting of Shareholders
so designated by the Boards, or any adjournments thereof. In accordance with
the above, the Trustees in Class III for HIAT III and MIOT II and the Trustees
in Class I for MIT II, INSURED MUNI and INSURED CAL MUNI are standing for
election and will, if elected, serve until the year 2002 Annual Meetings for
each Fund as set forth above, or until their successors shall have been elected
and qualified. As a consequence of this method of election, the replacement of
a majority of each of the Boards could be delayed for up to two years.

The following information regarding the nominees for election as Trustee,
and each of the other members of the Boards, includes his principal occupations
and employment for at least the last five years, his age, shares of each Fund
owned, if any, as of April 22, 1999 (shown in parentheses), positions with the
Funds, and directorships or trusteeships in companies which file periodic
reports with the Securities and Exchange Commission, including the 85
investment companies, including the Funds, for which MSDW Advisors serves as
investment manager or investment advisor (referred to herein as the "Morgan
Stanley Dean Witter Funds") and the 11 investment companies for which MSDW
Advisors' wholly-owned subsidiary, MSDW Services, serves as manager and TCW
Funds Management, Inc. serves as investment adviser (referred to herein as the
"TCW/DW Funds").

The respective nominees for Trustee to be elected at the Meetings of HIAT
III and MIOT II as set forth above are:

EDWIN JACOB (JAKE) GARN, Trustee of each Fund since January, 1993*; age
66; Director or Trustee of the Morgan Stanley Dean Witter Funds and Discover
Brokerage Index Series; formerly United States Senator (R-Utah) (1974-1992) and
Chairman, Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake
City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery (April
12-19, 1985); Vice Chairman, Huntsman Corporation; 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
Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member of the
board of various civic and charitable organizations.

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MICHAEL E. NUGENT, Trustee of each Fund since July, 1991*; age 62; General
Partner, Triumph Capital, L.P., a private investment partnership; Chairman of
the Insurance Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds, the TCW/DW Funds and Discover Brokerage Index Series; formerly
Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988);
director of various business organizations.

PHILIP J. PURCELL, Trustee of each Fund 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 Morgan Stanley Dean Witter Distributors
("MSDW Distributors"); Director or Trustee of the Morgan Stanley Dean Witter
Funds and Discover Brokerage Index Series; Director and/or officer of various
Morgan Stanley Dean Witter & Co. ("MSDW") subsidiaries.

The nominees for Trustee to be elected at the Meetings of MIT II, INSURED
MUNI and INSURED CAL MUNI as set forth above are:

MICHAEL BOZIC, Trustee of each Fund since April, 1994*; age 58; Vice
Chairman of Kmart Corporation (since December, 1998); Director or Trustee of
the Morgan Stanley Dean Witter Funds and Discover Brokerage Index Series;
formerly Chairman and Chief Executive Officer 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 and Co.; Director of Eaglemark
Financial Services, Inc. and Weirton Steel Corporation.

CHARLES A. FIUMEFREDDO, Trustee of each Fund since July, 1991*; age 65;
Chairman, Director or Trustee and Chief Executive Officer of the Morgan Stanley
Dean Witter Funds, the TCW/DW Funds and Discover Brokerage Index Series;
formerly Chairman, Chief Executive Officer and Director of MSDW Advisors, MSDW
Services and MSDW Distributors, Executive Vice President and Director of DWR,
Chairman and Director of MSDW Trust and Director and/or officer of various MSDW
subsidiaries (until June, 1998).

The Trustees who are not standing for re-election at any of the Meetings
are:

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

MANUEL H. JOHNSON, Trustee of each Fund 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 Funds and Discover Brokerage Index
Series; Director of Greenwich Capital Markets, Inc. (broker-dealer) and NVR
Inc. (home construction); Chairman and Trustee of the Financial Accounting
Foundation (oversight organization for the Financial Accounting Standards
Board); formerly Vice Chairman of the Board of Governors of the Federal Reserve
System (1986-1990) and Assistant Secretary of the U.S. Treasury (1982-1986).

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* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds Complex.

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JOHN L. SCHROEDER, Trustee of each Fund since April, 1994*; age 68;
Retired; Chairman of the Derivatives Committee and Director or Trustee of the
Morgan Stanley Dean Witter Funds, the TCW/DW Funds and Discover Brokerage Index
Series; Director of Citizens Utilities Company; formerly Executive Vice
President and Chief Investment Officer of the Home Insurance Company (August,
1991-September, 1995).

The executive officers of each Fund are: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; Ronald E. Robison,
Vice President; Robert S. Giambrone, Vice President; Joseph J. McAlinden, Vice
President and Thomas F. Caloia, Treasurer; and with respect to the individual
Funds, the other executive officers are as follows: HIAT III--Peter M. Avelar,
Vice President; Jonathan R. Page, Vice President; James F. Willison, Vice
President; MIT II, MIOT II, INSURED MUNI and INSURED CAL MUNI--James F.
Willison, Vice President; Joseph R. Arcieri, Vice President; Gerard J. Lian,
Vice President; Katherine H. Stromberg, Vice President. In addition, Frank
Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D. McInnis, Carsten Otto
and Ruth Rossi serve as Assistant Secretaries of each Fund.

Mr. Merin is 45 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December, 1998), President, Director
(since April, 1997) and Chief Executive Officer (since June, 1998) of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
MSDW Distributors (since June, 1998) Chairman and Chief Executive Officer
(since June, 1998) and Director (since January, 1998) of MSDW Trust, 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 Assistant Secretary of DWR (since August, 1996); he is also Senior
Vice President (since March, 1997), Assistant Secretary and Assistant General
Counsel (since February, 1997) of MSDW Distributors and Vice President,
Secretary and General Counsel of the Morgan Stanley Dean Witter Funds, the
TCW/DW Funds and Discover Brokerage Index Series. He was previously First Vice
President, Assistant Secretary and Assistant General Counsel of MSDW Advisors.
Mr. Robison is 60 years old and is currently Executive Vice President, Chief
Administrative Officer and Director (since February, 1999) of MSDW Advisors and
MSDW Services (since September, 1998); prior thereto he was a Managing Director
of the TCW Group, Inc. Mr. Giambrone is 44 years old and is currently Senior
Vice President of MSDW Advisors, MSDW Services, MSDW Distributors and MSDW
Trust (since August, 1995) and a Director of MSDW Trust (since April, 1996). He
was formerly a partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 56 years old
and is currently Executive Vice President and Chief Investment Officer of MSDW
Advisors (since April, 1996) and Director of MSDW Trust (since April, 1996). He
was previously Senior Vice President of MSDW Advisors (June, 1995-April, 1996).
He was formerly a Managing Director at Dillon Read. Mr. Caloia is 53 years old
and is currently First Vice President and Assistant Treasurer of MSDW Advisors
and MSDW Services. 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. Willison is 55 years old and is currently
Senior Vice President of MSDW Advisors. Mr. Arcieri is 50 years old and is
currently Vice President of MSDW Advisors. Mr. Lian is 44 years old and is
currently Vice President of MSDW Advisors. Ms. Stromberg is 50 years old and is
currently Vice President of MSDW Advisors. Other than Messrs. Robison,
Giambrone and McAlinden, each of the above officers has been an employee of
MSDW Advisors or its affiliates for over five years.

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

The Board currently consists of eight (8) Trustees. These same individuals
also serve as directors or trustees for all of the Morgan Stanley Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of this
Proxy Statement, there are a total of 85 Morgan Stanley Dean Witter Funds,
comprised of 120 portfolios. As of March 31, 1999, the Morgan Stanley Dean
Witter Funds had total net assets of approximately $120.5 billion and more than
six million shareholders.

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* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds Complex.

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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
stock or other securities issued by MSDW Advisors' parent, MSDW. There are the
"disinterested" or "independent" Trustees. The other two Trustees (the
"Management Trustees") are affiliated with MSDW Advisors. Three of the six
Independent Trustees are also Independent Trustees of the TCW/DW Funds.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in business and
finance, government service or academia; these are people whose advice and
counsel are in demand by others and for whom there is often competition. To
accept a position on the Funds' Boards, such individuals may reject other
attractive assignments because the Funds make substantial demands on their
time.

All of the Independent Trustees serve as members of the Audit Committee.
Two of them also serve as members of the Derivatives Committee and the
Insurance Committee. The Committees hold some meetings at MSDW Advisors'
offices and some outside MSDW Advisors. Management Trustees or officers do not
attend these meetings unless they are invited for purposes of furnishing
information or making a report. The Funds do not have any nominating or
compensation committees.

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

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

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

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

<TABLE>
<CAPTION>
BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE INSURANCE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS COMMITTEE
- -------------------------- ---------- ---------- ------------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
HIAT III ................. 1/31/99 6 10 2 2 2
MIT II ................... 12/31/98 4 11 2 2 2
MIOT II .................. 2/28/99 4 10 2 2 2
INSURED MUNI ............. 10/31/98 4 12 3 2 2
INSURED CAL MUNI ......... 10/31/98 4 12 3 2 2
</TABLE>

7
<PAGE>

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

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

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds in
the Morgan Stanley Dean Witter Funds complex (and, if applicable, in the TCW/DW
Funds complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees may
allocate their investments among specific Funds in any manner they determine is
appropriate based on their individual investment objectives. As of the date of
this Proxy Statement, each Trustee is in compliance with the policy. Any future
Trustee will be given a one year period following his or her election within
which to comply with the foregoing. As of March 31, 1999, the total value of
the investments by the Trustees and/or their spouses in shares of the Morgan
Stanley Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $36.6 million.

As of the record date for these meetings, the aggregate number of shares
of each Fund owned by the respective Fund's officers and Trustees as a group
was less than 1 percent of each Fund's outstanding shares.

COMPENSATION OF INDEPENDENT TRUSTEES

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

As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds, including each of the Funds represented in this Proxy Statement
other than HIAT III and INSURED CAL MUNI, 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 Fund,

8
<PAGE>

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 Trustee of any
Adopting Fund in excess of five years up to a maximum of 60.44% after ten years
of service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Trustee for service to the Fund in the five year period prior to the date of
the Eligible Trustee's retirement. An Eligible Trustee may elect alternate
payments of his or her retirement benefits based upon the combined life
expectancy of such Eligible Trustee and his or her spouse on the date of such
Eligible Trustee's retirement. The amount estimated to be payable under this
method, through the remainder of the later of the lives of such Eligible
Trustee and spouse, will be the actuarial equivalent of the Regular Benefit. In
addition, the Eligible Trustee may elect that the surviving spouse's periodic
payment of benefits will be equal to either 50% or 100% of the previous
periodic amount, an election that, respectively, increases or decreases the
previous periodic amount so that the resulting payments will be the actuarial
equivalent of the Regular Benefit. Benefits under the retirement program are
not secured or funded by the Funds.

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

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- -------------------------------- -------------------------------------
<S> <C>
Michael Bozic .................. $1,500
Edwin J. Garn .................. 1,650
Wayne E. Hedien ................ 1,650
Dr. Manuel H. Johnson .......... 1,600
Michael E. Nugent .............. 1,650
John L. Schroeder .............. 1,650
</TABLE>

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II

<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED RETIREMENT BENEFITS
---------------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- ------------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Michael Bozic ................. $1,450 $396 $997
Edwin J. Garn ................. 1,600 599 997
Wayne E. Hedien ............... 1,600 740 848
Dr. Manuel H. Johnson ......... 1,550 240 997
Michael E. Nugent ............. 1,600 421 997
John L. Schroeder ............. 1,600 807 838
</TABLE>

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

9
<PAGE>

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST II

<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED RETIREMENT BENEFITS
---------------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- ------------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Michael Bozic ................. $1,550 $393 $937
Edwin J. Garn ................. 1,650 592 937
Wayne E. Hedien ............... 1,650 736 796
Dr. Manuel H. Johnson ......... 1,600 238 937
Michael E. Nugent ............. 1,650 417 937
John L. Schroeder ............. 1,650 801 796
</TABLE>

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

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED RETIREMENT BENEFITS
---------------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- ------------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Michael Bozic ................. $1,400 $ 393 $971
Edwin J. Garn ................. 1,550 868 971
Wayne E. Hedien ............... 1,500 617 825
Dr. Manuel H. Johnson ......... 1,500 256 971
Michael E. Nugent ............. 1,550 569 971
John L. Schroeder ............. 1,550 1,067 815
</TABLE>

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

MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- -------------------------------- -------------------------------------
<S> <C>
Michael Bozic .................. $1,400
Edwin J. Garn .................. 1,550
Wayne E. Hedien ................ 1,500
Dr. Manuel H. Johnson .......... 1,500
Michael E. Nugent .............. 1,550
John L. Schroeder .............. 1,550
</TABLE>

10
<PAGE>

The following table illustrates the compensation paid to the Independent
Trustees of the Funds for the calendar year ended December 31, 1998 for
services to the 85 Morgan Stanley Dean Witter Funds and, in the case of Messrs.
Johnson, Nugent and Schroeder, the 11 TCW/DW Funds that were in operation at
December 31, 1998. With respect to Messrs. Johnson, Nugent and Schroeder, the
TCW/DW Funds are included solely because of a limited exchange privilege
between those Funds and five Morgan Stanley Dean Witter Money Market Funds. No
compensation was paid to the Funds' Independent Trustees by Discover Brokerage
Index Series for the calendar year ended December 31, 1998.

CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS AND TCW/DW FUNDS

<TABLE>
<CAPTION>
FOR SERVICE TOTAL CASH
AS DIRECTOR OR COMPENSATION
TRUSTEE AND FOR SERVICE AS FOR SERVICES TO
COMMITTEE TRUSTEE AND 85 MORGAN STANLEY
MEMBER OF 85 COMMITTEE DEAN WITTER
MORGAN STANLEY MEMBER FUNDS AND 11
DEAN WITTER OF 11 TCW/DW TCW/DW
NAME OF INDEPENDENT TRUSTEES FUNDS FUNDS FUNDS
- ------------------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Michael Bozic ................. $120,150 -- $120,150
Edwin J. Garn ................. 132,450 -- 132,450
Wayne E. Hedien ............... 132,350 -- 132,350
Dr. Manuel H. Johnson ......... 128,400 $62,331 190,731
Michael E. Nugent ............. 132,450 62,131 194,581
John L. Schroeder ............. 132,450 64,731 197,181
</TABLE>

The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 55 Morgan Stanley Dean Witter Funds
(including each of the Funds represented in this Proxy Statement other than
HIAT III and INSURED CAL MUNI) for the year ended December 31, 1998, and the
estimated retirement benefits for the Independent Trustees, to commence upon
their retirement, from the 55 Morgan Stanley Dean Witter Funds as of December
31, 1998.

RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS

<TABLE>
<CAPTION>
ESTIMATED ESTIMATE ANNUAL
CREDIT YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEES (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ------------------------------- --------------- -------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic ................. 10 60.44% $22,377 $52,250
Edwin J. Garn ................. 10 60.44 35,225 52,250
Wayne E. Hedien ............... 9 51.37 41,979 44,413
Dr. Manuel H. Johnson ......... 10 60.44 14,047 52,250
Michael E. Nugent ............. 10 60.44 25,336 52,250
John L. Schroeder ............. 8 50.37 45,117 44,343
</TABLE>

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

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

11
<PAGE>

THE INVESTMENT MANAGER OR INVESTMENT ADVISOR

MSDW Advisors currently serves as investment manager or investment advisor
of each Fund pursuant to an investment management agreement or investment
advisory agreement entered into by each Fund and MSDW Advisors (each, an
"Agreement" and collectively, the "Agreements") dated May 31, 1997, which took
effect upon the consummation of the merger of Dean Witter, Discover & Co. with
Morgan Stanley Group Inc., and in that capacity provides investment advisory
and, in certain cases, certain other services to the Funds. MSDW Advisors is a
wholly-owned subsidiary of MSDW. The Agreements were approved by the Board of
Trustees on February 21, 1997, and by the shareholders of each Fund at their
respective Annual Meeting of Shareholders held on May 20, 1997. The Agreements
supersede earlier management and advisory agreements originally entered into by
the Funds and MSDW Advisors and are identical in all material respects,
including fees payable by a Fund thereunder, to the earlier management and
advisory agreements, except for dates of effectiveness and termination.

THE INVESTMENT MANAGEMENT AGREEMENTS

Each Agreement of HIAT III, INSURED MUNI and INSURED CAL MUNI (in this
section, each "Fund" refers to each of HIAT III, INSURED MUNI and INSURED CAL
MUNI) provides that MSDW Advisors shall obtain and evaluate such information
and advice relating to the economy and securities and commodity markets as it
deems necessary or useful to discharge its duties under the respective
Agreements, and that it shall continuously supervise the management of the
assets of each Fund in a manner consistent with the investment objectives and
policies of that Fund and subject to such other limitations and directions as
the Board of the Fund may, from time to time, prescribe.

MSDW Advisors pays the compensation of the officers of each Fund and
provides the Fund with office space and equipment, and clerical and bookkeeping
services and telephone service, heat, light, power and other utilities. MSDW
Advisors also pays for the services of personnel in connection with the pricing
of the Fund's shares and the preparation of prospectuses, proxy statements and
reports required to be filed with federal and state securities commissions
(except insofar as the participation or assistance of independent accountants
and attorneys is, in the opinion of MSDW Advisors, necessary or desirable). In
return for its services and the expenses MSDW Advisors assumes under the
Agreements, each Fund pays MSDW Advisors compensation which is computed and
accrued weekly and payable monthly and which is determined by applying the
following annual rate to each Fund's average weekly net assets as set forth in
the table below:

<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID TO
MSDW ADVISORS NET ASSETS
LAST FISCAL DURING FUND'S AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END LAST FISCAL YEAR YEAR END
- ---------------------- ------------------------------------------------ ------------- ------------------ ---------------
<S> <C> <C> <C> <C>
HIAT III ............. 0.75% to the portion of the Fund's average 1/31/99 $550,779 $ 64,696,401
weekly net assets not exceeding $250 million;
0.60% to the portion of average weekly net
assets exceeding $250 million and not
exceeding $500 million; 0.50% to the portion of
average weekly net assets exceeding $500
million and not exceeding $750 million; 0.40%
to the portion of average weekly net assets
exceeding $750 million and not exceeding $1
billion; 0.30% to the portion of average weekly
net assets exceeding $1 billion

INSURED MUNI ......... 0.35% to the Fund's average weekly net assets 10/31/98 $493,374 $142,132,849

INSURED CAL MUNI...... 0.35% to the Fund's average weekly net assets 10/31/98 $231,856 $ 67,178,166

</TABLE>

12
<PAGE>

Under the Agreements, each Fund is obligated to bear all of the costs and
expenses of its operation, except those specifically assumed by MSDW Advisors,
including, without limitation: charges and expenses of any registrar, custodian
or depository appointed by the Fund for the safekeeping of its cash, portfolio
securities or commodities and other property, and any stock transfer or
dividend agent or agents appointed by the Fund; brokers' commissions chargeable
to the Fund in connection with portfolio securities transactions to which the
Fund is a party; all taxes, including securities or commodities issuance and
transfer taxes, and corporate fees payable by the Fund to federal, state or
other governmental agencies; costs and expenses of engraving or printing of
certificates representing shares of the Fund; all costs and expenses in
connection with registration and maintenance of registration of the Fund and of
its shares with the Securities and Exchange Commission and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel); the cost and expense of printing, including typesetting, and
distributing prospectuses of the Fund to its Shareholders; all expenses of
Shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to Shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees of
MSDW Advisors or any corporate affiliate of MSDW Advisors; all expenses
incident to the payment of any dividend, distribution, withdrawal or
redemption, whether in shares or in cash; charges and expenses of any outside
service used for the pricing of the Fund's shares; charges and expenses of
legal counsel, including counsel to the Independent Trustees of the Fund, and
independent accountants in connection with any matter relating to the Fund (not
including compensation or expenses of attorneys employed by MSDW Advisors);
association dues; interest payable on the Fund's borrowings; fees and expenses
incident to the listing of the Fund's shares on any stock exchange; postage;
insurance premiums on property or personnel (including officers and Trustees)
of the Fund which inure to its benefit; and extraordinary expenses (including,
but not limited to, legal claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and costs of MSDW
Advisors' operations unless otherwise explicitly provided in the respective
Agreements.

The administrative services called for under the Agreements of HIAT III,
INSURED MUNI and INSURED CAL MUNI are performed by MSDW Services, a
wholly-owned subsidiary of MSDW Advisors, pursuant to a Services Agreement
between MSDW Advisors and MSDW Services.

THE INVESTMENT ADVISORY AGREEMENT

The Agreements of MIT II and MIOT II (in this section, each "Fund" refers
to each of MIT II and MIOT II) provides that MSDW Advisors shall continuously
manage the assets of each Fund in a manner consistent with that Fund's
investment objective. MSDW Advisors shall obtain and evaluate such information
and advice relating to the economy, securities markets and specific securities
as it considers necessary or useful to continuously manage the assets of each
Fund in a manner consistent with its investment objectives and policies. In
addition, MSDW Advisors pays the compensation of all personnel, including
officers of each Fund, who are its employees. MSDW Advisors has authority to
place orders for the purchase and sale of portfolio securities on behalf of
that Fund without prior approval of its Board.

In return for its investment services and the expenses which MSDW Advisors
assumes under the Agreement, each Fund pays MSDW Advisors compensation which is
computed and accrued weekly and payable monthly and which is determined by
applying the following annual rate to each Fund's average weekly net assets as
set forth in the table below:

<TABLE>
<CAPTION>
ADVISORY FEES PAID
TO MSDW ADVISORS NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND ADVISORY FEE RATE YEAR END FISCAL YEAR YEAR END
- ---------- ----------------------------------------------- ------------- -------------------- ---------------
<S> <C> <C> <C> <C>
MIT II ... 0.40% to the portion of the Fund's average 12/31/98 $1,076,673 $270,271,034
weekly net assets not exceeding $250 million
and 0.30% to the portion of the Fund's average
weekly net assets exceeding $250 million

MIOT II .. 0.50% to the Fund's average weekly net assets 2/28/99 $ 904,614 $180,444,653
</TABLE>

13
<PAGE>

Under the Agreements, each Fund is obligated to bear all of the costs and
expenses of its operation, except those specifically assumed by MSDW Advisors,
including, without limitation: charges and expenses of any registrar, custodian
or depository appointed by the Fund for the safekeeping of its cash, portfolio
securities or commodities and other property, and any stock transfer or
dividend agent or agents appointed by the Fund; brokers' commissions chargeable
to the Fund in connection with portfolio securities transactions to which the
Fund is a party; all taxes, including securities or commodities issuance and
transfer taxes, and fees payable by the Fund to Federal, state or other
governmental agencies; costs and expenses of engraving or printing of
certificates representing shares of the Fund; all costs and expenses in
connection with registration and maintenance of registration of the Fund and of
its shares with the Securities and Exchange Commission and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel and the costs and expenses of preparation, printing, including
typesetting, and distributing prospectuses for such purposes); all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees of
the Administrator or MSDW Advisors or any of their corporate affiliates; all
expenses incident to the payment of any dividend or distribution program;
charges and expenses of any outside pricing services; charges and expenses of
legal counsel, including counsel to the Independent Trustees of the Fund, and
independent accountants in connection with any matter relating to the Fund (not
including compensation or expenses of attorneys employed by the Administrator
or MSDW Advisors); membership dues of industry associations; interest payable
on Fund borrowings; fees and expenses incident to the listing of the Fund's
shares on any stock exchange; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and all
other charges and costs of the Fund's operations unless otherwise explicitly
provided in the Agreement.

The Agreement of each Fund (HIAT III, MIT II, MIOT II, INSURED MUNI and
INSURED CAL MUNI), dated May 31, 1997, was initially approved by the Board of
Trustees of each respective Fund, including a majority of the Independent
Trustees, by vote cast in person at meetings of the Boards held on February 21,
1997 called for the purpose of voting on the Agreements. The Shareholders of
each Fund approved the respective Agreements at their respective Annual Meeting
of Shareholders held on May 20, 1997.

The Agreements each had an initial term ending April 30, 1999 and provide
that, after the initial period of effectiveness, each will continue in effect
from year to year thereafter provided that each such continuance is approved by
the vote of a majority, as defined by the 1940 Act, of the outstanding voting
securities of each Fund or by the Trustees of each Fund, and, in either event,
by the vote cast in person by a majority of the Independent Trustees at a
meeting called for the purpose of voting on such approval. Each Agreement's
continuation until April 30, 2000 was approved by the Trustees, including a
majority of the Independent Trustees, at a Meeting of the Trustees held on
April 22, 1999, called for the purpose of approving the Agreements.

Each Agreement also provides that it may be terminated at any time by MSDW
Advisors, the Trustees or by a vote of a majority of the outstanding voting
securities of the applicable Fund, in each instance without the payment of any
penalty, on thirty days' notice and provides for its automatic termination in
the event of its assignment.

MSDW ADVISORS

Morgan Stanley Dean Witter Advisors Inc. is each Fund's investment manager
or investment advisor. 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 on June 22, 1998. MSDW Advisors is a
wholly-owned subsidiary of MSDW, a preeminent global securities 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,

14
<PAGE>

Robison and Fink are described under the section "Election of Trustees." The
business address of the Executive Officer and other Directors is Two World
Trade Center, New York, New York 10048.

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

MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors. The Appendix lists the investment companies for which
MSDW Advisors provides investment management or investment advisory services
and which have similar investment objectives to those of the Funds listed in
this Proxy Statement and sets forth the fees payable to MSDW Advisors by such
companies, including the Funds, and their net assets as of April 22, 1999.

MSDW Advisors' wholly-owned subsidiary, MSDW Services, pursuant to an
Administration Agreement with MIT II and MIOT II, serves as the Administrator
of MIT II and MIOT II and receives from those Funds compensation which is
computed and accrued weekly and payable monthly and which is determined by
applying the following annual rates: MIT II--0.25% to the portion of the Fund's
average weekly net assets not exceeding $250 million; 0.20% to the portion of
the Fund's average weekly net assets exceeding $250 million but not exceeding
$500 million; 0.167% to the portion of the Fund's average weekly net assets
exceeding $500 million but not exceeding $750 million; and 0.133% to the
portion of the Fund's average weekly net assets exceeding $750 million; MIOT
II--0.30% to the average weekly net assets. During the fiscal year ended
December 31, 1998 for MIT II and February 28, 1999 for MIOT II, the Funds
accrued to MSDW Services administrative fees of $676,000 and $542,769,
respectively.

During the fiscal years ended January 31, 1999 for HIAT III, December 31,
1998 for MIT II, February 28, 1999 for MIOT II, October 31, 1998 for INSURED
MUNI, and October 31, 1998 for INSURED CAL MUNI, each Fund accrued to MSDW
Trust, each Fund's Transfer Agent and an affiliate of MSDW Advisors, transfer
agency fees of $49,106, $107,832, $66,387, $39,425 and $18,875, respectively.

AFFILIATED BROKER

Because DWR, Morgan Stanley & Co. Incorporated and MSDW Advisors are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Funds. During each of their respective last fiscal
years, the Funds paid no brokerage commissions to DWR or to Morgan Stanley &
Co. Incorporated.

(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees of each Fund have unanimously selected the firm of
PricewaterhouseCoopers LLP as each Fund's independent accountants for the
fiscal year ending January 31, 2000 for HIAT III, December 31, 1999 for MIT II,
February 29, 2000 for MIOT II and October 31, 1999 for INSURED MUNI and INSURED
CAL MUNI. Its selection is being submitted for ratification or rejection by
Shareholders of each Fund at the Meetings. PricewaterhouseCoopers LLP has been
the independent accountants for each Fund since its inception, and has no
direct or indirect financial interest in any of the Funds.

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

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

THE TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS.

15
<PAGE>

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Fund is not obtained at the
Meetings of any Fund, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Fund for a total of not more than
60 days in the aggregate to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the applicable Fund'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 Fund 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 Fund must be received by no later
than January 3, 2000 for HIAT III, MIT II, MIOT II, INSURED MUNI and INSURED
CAL MUNI, for inclusion in the proxy statement for each respective Fund's next
Annual Meeting. The mere submission of a proposal does not guarantee its
inclusion in the proxy materials or its presentation at the meeting. Certain
rules under the federal securities laws must be met.

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT HAS BEEN SENT PREVIOUSLY TO
SHAREHOLDERS AND IS 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 Funds, 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 Funds, and certain of those individuals are compensated for
performing services relating to the Funds and may also own shares of MSDW. Such
companies and persons may thus be deemed to derive benefits from the approvals
by Shareholders of such proposals.

OTHER BUSINESS

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

BARRY FINK
Secretary

16
<PAGE>

APPENDIX

MSDW Advisors serves as investment manager to HIAT III and the other
investment companies listed below which have similar investment objectives to
those of HIAT III. Set forth below is a chart showing the net assets of each
such investment company as of April 22, 1999 and the investment management fees
rate(s) applicable to such investment company.

<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 4/22/99 NET ASSETS
----------------- --------------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER HIGH
YIELD SECURITIES INC.* ..................$2,542,173,291 0.50% on assets up to $500
million, scaled down at various
asset levels to 0.30% on assets
over $3 billion
2. MORGAN STANLEY DEAN WITTER U.S.
GOVERNMENT SECURITIES TRUST* ............ 4,919,604,831 0.50% on assets up to $1 billion,
scaled down at various asset
levels to 0.30% on assets over
$12.5 billion
3. MORGAN STANLEY DEAN WITTER
CONVERTIBLE SECURITIES TRUST* ........... 253,025,766 0.60% on assets up to $750
million, scaled down at various
asset levels to 0.425% on assets
over $3 billion
4. MORGAN STANLEY DEAN WITTER FEDERAL
SECURITIES TRUST* ....................... 617,122,760 0.55% on assets up to $1 billion,
scaled down at various asset
levels to 0.35% on assets over
$12.5 billion
5. MORGAN STANLEY DEAN WITTER INCOME
SECURITIES INC.** ....................... 216,399,648 0.50%
6. MORGAN STANLEY DEAN WITTER HIGH
INCOME ADVANTAGE TRUST** ................ 118,834,035 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
7. MORGAN STANLEY DEAN WITTER HIGH
INCOME ADVANTAGE TRUST II** ............. 158,623,909 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
8. MORGAN STANLEY DEAN WITTER HIGH
INCOME ADVANTAGE TRUST III** ............ 62,337,208 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
9. MORGAN STANLEY DEAN WITTER
INTERMEDIATE INCOME SECURITIES* ......... 147,293,399 0.60% on assets up to $500
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
10. MORGAN STANLEY DEAN WITTER WORLD
WIDE INCOME TRUST* ...................... 117,761,60 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
11. MORGAN STANLEY DEAN WITTER
GOVERNMENT INCOME TRUST** ............... 400,327,958 0.60%
</TABLE>

A-1
<PAGE>

<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 4/22/99 NET ASSETS
------------------ -----------------------------------------
<S> <C> <C>
12. MORGAN STANLEY DEAN WITTER
SHORT-TERM U.S. TREASURY TRUST* ...........$ 311,649,232 0.35%
13. MORGAN STANLEY DEAN WITTER
DIVERSIFIED INCOME TRUST* ................. 1,033,410,727 0.40%
14. MORGAN STANLEY DEAN WITTER
SHORT-TERM BOND FUND* ..................... 179,010,462 0.70%(1)
15. MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST** ............................ 2,328,538,637 0.90% on assets up to $500
million; 0.85% on assets over
$500 million up to $1.5 billion;
0.825% on assets over $1.5 billion
up to $2.5 billion; and 0.80% on
assets over $2.5 billion
16. MORGAN STANLEY DEAN WITTER
BALANCED INCOME FUND* ..................... 107,030,598 0.60%
17. MORGAN STANLEY DEAN WITTER
VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO ......... 530,493,100 0.50% on assets up to $500
million and 0.45% on assets over
$500 million
(b) HIGH YIELD PORTFOLIO .................. 350,535,760 0.50% on assets up to $500
million and 0.425% on assets over
$500 million
18. MORGAN STANLEY DEAN WITTER SELECT
DIMENSIONS INVESTMENT SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO .......... 92,341,904 0.40%
(b) NORTH AMERICAN GOVERNMENT
SECURITIES PORTFOLIO .................... 9,427,291 0.65% (of which 40% is paid to a
Sub-Adviser)
</TABLE>

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

** Closed-end investment company.

*** Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.

(1) MSDW Advisors has undertaken, from January 1, 1999 through June 30, 1999,
to continue to assume all operating expenses of Morgan Stanley Dean
Witter Short-Term Bond Fund (except for any brokerage fees) and to waive
the compensation provided for in its investment management agreement to
the extent that such expenses exceed 0.80% of that company's daily net
assets.

A-2
<PAGE>

MSDW Advisors serves as investment adviser to MIT II and MIOT II,
investment manager to INSURED MUNI and INSURED CAL MUNI and as investment
manager or investment advisor to the other investment companies listed below
which have similar investment objectives to those of MIT II, MIOT II, INSURED
MUNI and INSURED CAL MUNI. Set forth below is a chart showing the net assets of
each such investment company as of April 22, 1999, and the investment
management or advisory fee rate(s) applicable to such investment company.

<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/22/99 OF NET ASSETS
---------------- ---------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
CALIFORNIA TAX-FREE INCOME FUND* ........$ 900,917,407 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.25 billion
2. MORGAN STANLEY DEAN WITTER LIMITED
TERM MUNICIPAL TRUST* ................... 57,535,134 0.50%
3. MORGAN STANLEY DEAN WITTER
MULTI-STATE MUNICIPAL SERIES TRUST* ..... 373,100,434 0.35%
4. MORGAN STANLEY DEAN WITTER
NEW YORK TAX-FREE INCOME FUND* .......... 157,128,377 0.55% on assets up to $500
million and 0.525% on assets
over $500 million

5. MORGAN STANLEY DEAN WITTER
TAX-EXEMPT SECURITIES TRUST* ............ 1,165,685,324 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
6. MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL INCOME
TRUST** ................................. 255,830,275 0.35%
7. MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ............................ 215,387,901 0.35%
8. MORGAN STANLEY DEAN WITTER INSURED
CALIFORNIA MUNICIPAL SECURITIES** ....... 65,853,782 0.35%
9. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL BOND TRUST** .................. 108,989,063 0.35%
10. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL INCOME TRUST** ................ 588,899,301 0.35%
11. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES** .................. 138,682,660 0.35%
12. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL TRUST** ....................... 484,844,258 0.35%
13. MORGAN STANLEY DEAN WITTER NEW
YORK QUALITY MUNICIPAL SECURITIES** ..... 98,152,645 0.35%
</TABLE>

A-3
<PAGE>

<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/22/99 OF NET ASSETS
--------------- ----------------------------------
<S> <C> <C>
14. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST** ................ $742,739,096 0.35%
15. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INVESTMENT TRUST** ............ 382,805,457 0.35%
16. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL SECURITIES** .................. 366,391,881 0.35%
17. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST** ................ 296,765,850 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
18. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST II** ............. 266,730,829 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
19. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST III** ............ 62,383,455 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST** ................................. 184,359,527 0.50%
21. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST II** .............................. 179,413,833 0.50%
22. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST III** ............................. 104,848,850 0.50%
23. MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST** ........ 340,816,579 0.40%
24. MORGAN STANLEY DEAN WITTER SELECT
MUNICIPAL REINVESTMENT FUND*** .......... 91,223,116 0.50%
25. MORGAN STANLEY DEAN WITTER HAWAII
MUNICIPAL TRUST*(1) ..................... 7,805,237 0.35% (1)
</TABLE>

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

** Closed-end investment company

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

(1) MSDW Advisors has undertaken, from January 1, 1999 through December 31,
1999, to continue to assume all operating expenses (except for any 12b-1
and brokerage fees) of Morgan Stanley Dean Witter Hawaii Municipal Trust
and to waive the compensation provided for in its investment management
agreement to the extent that such expenses exceed 0.55% of that company's
daily net assets.

A-4
<PAGE>

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III

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 High Income Advantage Trust III on June 22, 1999, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated May 3, 1999 as follows:

(Continued on reverse side)

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

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

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

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903

TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Edwin J. Garn, 02. Michael E. Nugent,
03. Philip J. Purcell

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

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

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

Date____________________________________________

________________________________________________

________________________________________________
Shareholder sign in the box above

________________________________________________

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

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

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST III

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

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

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

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

<PAGE>

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II

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 Municipal Income Trust II on June 22, 1999, at 9:00
a.m., New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated May 3, 1999 as follows:

(Continued on reverse side)

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

<PAGE>

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

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903

TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]

01. Michael Bozic, 02. 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.

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

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

Date____________________________________________

________________________________________________

________________________________________________
Shareholder sign in the box above

________________________________________________

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

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

MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST II

- --------------------------------------------------------------------------------
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.

<PAGE>

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST II

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 Municipal Income Opportunities Trust II on June 22,
1999, at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated May 3, 1999 as follows:

(Continued on reverse side)

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

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

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903

TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of three (3) Trustees: [ ] [ ] [ ]

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

03. Philip J. Purcell

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

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

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

Date____________________________________________

________________________________________________

________________________________________________
Shareholder sign in the box above

________________________________________________

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

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

MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST II

- --------------------------------------------------------------------------------
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.

<PAGE>

MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Insured California Municipal Securities on June 22,
1999, at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated May 3, 1999 as follows:

(Continued on reverse side)

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

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

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903

TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]

01. Michael Bozic, 02. 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.

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

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

Date____________________________________________

________________________________________________

________________________________________________
Shareholder sign in the box above

________________________________________________

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

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

MORGAN STANLEY DEAN WITTER
INSURED CALIFORNIA MUNICIPAL SECURITIES

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

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

<PAGE>

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Insured Municipal Securities on June 22, 1999, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated May 3, 1999 as follows:

(Continued on reverse side)

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

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

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903

TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees: [ ] [ ] [ ]

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

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MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL SECURITIES

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IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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