<PAGE>
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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11 (c) or Section 240.14
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 Registrant as Specified in its Charter)
LouAnne McInnis
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state
how it was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
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, 2000
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, 2000 at 11:00 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 two (2) Trustees to serve until the year 2003 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 three (3) Trustees
to serve until the year 2003 Annual Meeting of each Fund, or in each case,
until their successors shall have been elected and qualified; and
2. To transact such other business as may properly come before the
Meetings or any adjournments thereof.
Shareholders of record of each Fund as of the close of business on April
18, 2000 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 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
April 26, 2000 Secretary
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN
ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
<PAGE>
MORGAN STANLEY DEAN WITTER 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
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
--------------------
JOINT PROXY STATEMENT
--------------------
ANNUAL MEETINGS OF SHAREHOLDERS
JUNE 22, 2000
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, 2000 (the "Meeting(s)"), and at any
adjournments thereof. The first mailing of this Proxy Statement is expected to
be made on or about May 12, 2000.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares
("shares") represented by the proxy in accordance with the instructions marked
thereon. Unmarked proxies will be voted for each of the nominees for election
as Trustee to be elected by shareholders with respect to each Fund 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 Meetings. 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 18, 2000, 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 18, 2000, there were 12,837,779 shares of beneficial interest of HIAT
III, 24,624,966 shares of beneficial interest of MIT II, 19,033,307 shares of
beneficial interest of MIOT II, 8,363,013 shares of beneficial interest of
INSURED MUNI and 4,070,213 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.
2
<PAGE>
The cost of soliciting proxies for the Meeting of each Fund, 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"), Morgan Stanley Dean Witter
Trust FSB ("MSDW Trust"), Morgan Stanley Dean Witter Services Company Inc.
("MSDW Services") and/or Dean Witter Reynolds Inc. ("DWR"), without special
compensation therefor. In addition, each Fund 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 set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although a
Shareholder's vote may be taken by telephone, each Shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed proxy card
or by touchtone telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card, touchtone telephone
or Internet, will be the last vote that is counted and will revoke all previous
votes by the Shareholder. With respect to the solicitation of a telephonic vote
by William F. Doring & Co., additional expenses would include $7.00 per
telephone vote transacted, $3.00 per outbound telephone contact and costs
relating to obtaining Shareholders' telephone numbers, which would be borne by
each respective 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 2003 Annual Meeting Until the year 2003 Annual Meeting
- ------------------------------------ -----------------------------------------
Michael Bozic Wayne E. Hedien
Charles A. Fiumefreddo Manuel H. Johnson
John L. Schroeder
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
3
<PAGE>
"interested persons" of the Funds, as that term is defined in the Investment
Company Act of 1940, as amended (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 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--Michael Bozic and Charles A. Fiumefreddo; for MIT II, INSURED MUNI and
INSURED CAL MUNI--Wayne E. Hedien, Manuel H. Johnson and John L. Schroeder.
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 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 I for HIAT III and MIOT II and the Trustees in
Class II for MIT II, INSURED MUNI and INSURED CAL MUNI are standing for
election and will, if elected, serve until the year 2003 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 18, 2000 (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 95
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 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
Investment Management Company serves as investment adviser (referred to herein
as the "TCW/DW Term Trusts").
4
<PAGE>
The nominees for Trustee to be elected at the Meetings of HIAT III and
MIOT II as set forth above are:
MICHAEL BOZIC, Trustee of each Fund since April 1994*; age 59; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
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 Weirton Steel
Corporation.
CHARLES A. FIUMEFREDDO, Trustee of each Fund since July 1991*; age 66;
Chairman, Director or Trustee and Chief Executive Officer of the Morgan Stanley
Dean Witter Funds and the TCW/DW Term Trusts; 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 nominees for Trustee to be elected at the Meetings of MIT II, INSURED
MUNI and INSURED CAL MUNI as set forth above are:
WAYNE E. HEDIEN, Trustee of each Fund since September 1997*; age 66;
Retired; Director or Trustee of the Morgan Stanley Dean Witter Funds and the
TCW/DW Term Trusts; Director of The PMI Group, Inc. (private mortgage
insurance); Trustee and Vice Chairman of The Field Museum of Natural History;
formerly associated with the Allstate Companies (1966-1994), most recently as
Chairman of The Allstate Corporation (March 1993-December 1994) and Chairman
and Chief Executive Officer of its wholly-owned subsidiary, Allstate Insurance
Company (July 1989-December 1994); director of various other business and
charitable organizations.
MANUEL H. JOHNSON, Trustee of each Fund since July 1991*; age 51; 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 and the TCW/DW Term Trusts; 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).
JOHN L. SCHROEDER, Trustee of each Fund since April 1994*; age 69;
Retired; Chairman of the Derivatives Committee and Director or Trustee of the
Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts; 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).
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds Complex.
5
<PAGE>
The Trustees who are not standing for re-election at any of the Meetings
are:
EDWIN JACOB (JAKE) GARN, Trustee of each Fund since January 1993*; age 67;
Director or Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term
Trusts; formerly United States Senator (R-Utah) (1974-1992) and Chairman,
Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake City, Utah
(1971-1974); formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985);
Vice Chairman, Huntsman Corporation (chemical company); Director of Franklin
Covey (time management systems), BMW Bank of North America, Inc. (industrial
loan corporation), United Space Alliance (joint venture between Lockheed Martin
and the Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member
of the board of various civic and charitable organizations.
MICHAEL E. NUGENT, Trustee of each Fund since July 1991*; 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 and the TCW/DW Term Trusts; 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 56;
Chairman of the Board of Directors and Chief Executive Officer of MSDW, DWR and
Novus Credit Services Inc.; Director of MSDW Distributors; Director or Trustee
of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts; Director of
American Airlines, Inc. and its parent company, AMR Corporation; Director
and/or officer of various MSDW subsidiaries.
The executive officers of each Fund 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 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; Julie Morrone, Vice President (MIOT II only); Katherine H.
Stromberg, Vice President. In addition, Marilyn K. Cranney, Natasha Kassian,
Todd Lebo, LouAnne D. McInnis, Carsten Otto and Ruth Rossi serve as Assistant
Secretaries of each Fund.
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
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 and the TCW/DW Term Trusts (since May
1999), Trustee of various Van Kampen investment companies (since December 1999)
and Director of various other MSDW subsidiaries. Mr. Fink is 45 years old and
is currently Executive Vice President (since December 1999), 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 Executive Vice President (since December 1999) and 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 and the TCW/DW Term Trusts (since February 1997). He
was previously Senior Vice President, Assistant Secretary and Assistant General
Counsel of MSDW Advisors and MSDW Services. Mr. Robison is 61 years old and is
currently Executive Vice President, Chief Administrative Officer (since
September 1998) and Director (since February 1999) of MSDW Advisors and MSDW
Services (since
- ----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds Complex.
6
<PAGE>
September 1998); prior thereto he was a Managing Director of the TCW Group,
Inc. Mr. McAlinden is 57 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) 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 a Director of MSDW Trust (since April 1996). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. Caloia is 54 years old and is
currently First Vice President and Assistant Treasurer of MSDW Advisors and
MSDW Services. Mr. Avelar is 41 years old and is currently Senior Vice
President and Director of the High Yield Group of MSDW Advisors. Mr. Page is 53
years old and is currently Senior Vice President and Director of the Money
Market Group of MSDW Advisors. Mr. Willison is 56 years old and is currently
Senior Vice President and Director of the Tax-Exempt Fixed Income Group of MSDW
Advisors. Mr. Arcieri is 51 years old and is currently Senior Vice President of
MSDW Advisors. Mr. Lian is 45 years old and is currently Vice President of MSDW
Advisors. Ms. Morrone is 36 years old and is currently Vice President of MSDW
Advisors. Ms. Stromberg is 51 years old and is currently Senior 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 95 Morgan Stanley Dean Witter Funds,
comprised of 131 portfolios. As of March 31, 2000, the Morgan Stanley Dean
Witter Funds had total net assets of approximately $142.9 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
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, also
serve as members of the Derivatives Committee and the Insurance Committee. The
Funds do not have any nominating or compensation committees.
The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among Funds in the same complex; and
approving fidelity bond and related insurance coverage and allocations, as well
as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the 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 Funds' system of internal
controls and preparing and submitting Committee meeting minutes to the Board.
7
<PAGE>
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 ................. 1/31/00 6 8 3 5 1
MIT II ................... 12/31/99 6 8 3 5 1
MIOT II .................. 2/29/00 6 8 3 5 1
INSURED MUNI ............. 10/31/99 6 8 3 5 1
INSURED CAL MUNI ......... 10/31/99 6 8 3 5 1
</TABLE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley Dean Witter Funds
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of separate
groups of Independent Trustees arriving at conflicting decisions regarding
operations and management of the Funds and avoids the cost and confusion that
would likely ensue. Finally, having the same Independent Trustees serve on all
Fund Boards enhances the ability of each Fund to obtain, at modest cost to each
separate Fund, the services of Independent Trustees of the caliber, experience
and business acumen of the individuals who serve as Independent Trustees of the
Morgan Stanley Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds in
the Morgan Stanley Dean Witter Funds complex 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, 2000, the total value of the investments by the Trustees and/or
their spouses in shares of the Morgan Stanley Dean Witter Funds was
approximately $42 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.
8
<PAGE>
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, the Independent
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 meeting of the Independent Trustees or a
Committee meeting, or a meeting of the Independent Trustees and/or more than
one Committee meeting, take place on a single day, the Trustees are paid a
single meeting fee by each 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 MSDW Advisors 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
each 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. "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.
An Eligible Trustee may elect alternate payments of his or her retirement
benefits based upon the combined life expectancy of such Eligible Trustee and
his or her spouse on the date of such Eligible Trustee's retirement. The amount
estimated to be payable under this method, through the remainder of the later
of the lives of such Eligible Trustee and spouse, will be the actuarial
equivalent of the Regular Benefit. In addition, the Eligible Trustee may elect
that the surviving spouse's periodic payment of benefits will be equal to a
lower percentage of the periodic amount when both spouses were alive. Benefits
under the retirement plan are accrued as expenses on the books of the Adopting
Funds. Such benefits are not secured or funded by the Adopting 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.
9
<PAGE>
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- -------------------------------- -------------------------------------
Michael Bozic .................. $1,550
Edwin J. Garn .................. 1,600
Wayne E. Hedien ................ 1,600
Dr. Manuel H. Johnson .......... 2,288
Michael E. Nugent .............. 2,058
John L. Schroeder .............. 2,058
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 ................. $1,550 $378 $ 907
Edwin J. Garn ................. 1,600 557 909
Wayne E. Hedien ............... 1,600 711 771
Dr. Manuel H. Johnson ......... 2,100 229 1,360
Michael E. Nugent ............. 1,933 395 1,209
John L. Schroeder ............. 1,933 768 955
</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 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 $376 $ 907
Edwin J. Garn ................. 1,600 550 909
Wayne E. Hedien ............... 1,600 706 771
Dr. Manuel H. Johnson ......... 2,288 253 1,360
Michael E. Nugent ............. 2,058 434 1,209
John L. Schroeder ............. 2,058 841 955
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
10
<PAGE>
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 ................. $1,550 $ 457 $ 907
Edwin J. Garn ................. 1,600 1,006 909
Wayne E. Hedien ............... 1,650 716 771
Dr. Manuel H. Johnson ......... 2,100 298 1,360
Michael E. Nugent ............. 1,933 661 1,209
John L. Schroeder ............. 1,933 1,248 955
</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
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- -------------------------------- -------------------------------------
Michael Bozic .................. $1,550
Edwin J. Garn .................. 1,600
Wayne E. Hedien ................ 1,650
Dr. Manuel H. Johnson .......... 2,100
Michael E. Nugent .............. 1,933
John L. Schroeder .............. 1,933
The following table illustrates the compensation paid to the Independent
Trustees of the Funds for the calendar year ended December 31, 1999 for
services to the 93 Morgan Stanley Dean Witter Funds that were in operation at
December 31, 1999.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS
TOTAL CASH
COMPENSATION
FOR SERVICES TO
93 MORGAN STANLEY
DEAN WITTER
NAME OF INDEPENDENT TRUSTEE FUNDS
- ------------------------------- ------------------
Michael Bozic ............................... $134,600
Edwin J. Garn ............................... 138,700
Wayne E. Hedien ............................. 138,700
Dr. Manuel H. Johnson ....................... 208,638
Michael E. Nugent ........................... 193,324
John L. Schroeder ........................... 193,324
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 calendar year ended December 31, 1999,
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, 1999.
11
<PAGE>
RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED 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 TRUSTEE (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ------------------------------- --------------- -------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Michael Bozic ................. 10 60.44% $20,933 $50,588
Edwin J. Garn ................. 10 60.44 31,737 50,675
Wayne E. Hedien ............... 9 51.37 39,566 43,000
Dr. Manuel H. Johnson ......... 10 60.44 13,129 75,520
Michael E. Nugent ............. 10 60.44 23,175 67,209
John L. Schroeder ............. 8 50.37 41,558 52,994
</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.
THE INVESTMENT MANAGER OR INVESTMENT ADVISOR
Morgan Stanley Dean Witter Advisors Inc. currently serves as each Fund's
investment manager or investment advisor pursuant to an investment management
agreement or investment advisory 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 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,
Executive Vice President, Secretary and General Counsel. The principal
occupations of Messrs. Merin, Robison and Fink are described under the section
"Election of Trustees." The business address of the Executive Officer and other
Directors is Two World Trade Center, New York, New York 10048.
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.
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. The address of MSDW Services is that of MSDW Advisors
set forth above.
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
Meeting of any Fund, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Fund to permit further
solicitation of proxies. Any
12
<PAGE>
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 proposal, 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 4, 2001 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following persons are "reporting persons" of HIAT III under Section 16
of the Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Edwin J. Garn, Manuel H. Johnson,
Michael E. Nugent, Wayne E. Hedien, Barry Fink and Peter M. Avelar. None of the
above reporting persons has ever held any shares of the Fund.
The following are "reporting persons" of MIT II under Section 16 of the
Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Charles A. Fiumefreddo, Edwin J. Garn,
Manuel H. Johnson, Michael E. Nugent, Wayne E. Hedien, Barry Fink, Thomas F.
Caloia, James F. Willison and Morgan Stanley Dean Witter Advisors Inc. None of
the above reporting persons has ever held any shares of the Fund.
The following are "reporting persons" of MIOT II under Section 16 of the
Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Edwin J. Garn, Manuel H. Johnson, Wayne
E. Hedien, Barry Fink and James F. Willison. None of the above reporting
persons has ever held any shares of the Fund.
The following are "reporting persons" of INSURED MUNI under Section 16 of
the Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Wayne E. Hedien, Barry Fink and Thomas
F. Caloia. None of the above reporting persons has ever held any shares of the
Fund. In addition, the Fund's Investment Manager, failed to timely report a
transaction by an affiliate in shares of the Fund on Form 4.
The following are "reporting persons" of INSURED CAL MUNI under Section 16
of the Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Wayne E. Hedien and Barry Fink. None of
the above reporting persons has ever held any shares of the Fund.
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).
13
<PAGE>
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, 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
14
<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, 2000, at
11:00 a.m., New York City time, and at any adjournment thereof, on the proposal
set forth in the Notice of Meeting dated April 26, 2000 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK
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
</TABLE>
FOR ALL
FOR WITHHOLD EXCEPT
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.
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.
PRX 00096
<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, 2000, at 11:00
a.m., New York City time, and at any adjournment thereof, on the proposal set
forth in the Notice of Meeting dated April 26, 2000 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK
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
</TABLE>
FOR ALL
FOR WITHHOLD EXCEPT
Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. Manuel H. Johnson,
03. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
Please 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.
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.
PRX 00124
<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,
2000, at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposal set forth in the Notice of Meeting dated April 26, 2000 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK
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
</TABLE>
FOR ALL
FOR WITHHOLD EXCEPT
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.
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.
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.
PRX 00128
<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,
2000, at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposal set forth in the Notice of Meeting dated April 26, 2000 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK
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
</TABLE>
FOR ALL
FOR WITHHOLD EXCEPT
Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne Hedien, 02. Manuel H. Johnson,
03. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
Please 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.
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.
PRX 00039
<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, 2000, at
11:00 a.m., New York City time, and at any adjournment thereof, on the proposal
set forth in the Notice of Meeting dated April 26, 2000 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK
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
</TABLE>
FOR ALL
FOR WITHHOLD EXCEPT
Election of two (2) Trustees: [ ] [ ] [ ]
01. Wayne E. Hedien, 02. Manuel H. Johnson,
03. John L. Schroeder
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
Please make sure to sign and date this Proxy using black or blue ink.
Date -----------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Shareholder sign in the box above
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -
MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL SECURITIES
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
PRX 00038
<PAGE>
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
