<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 Municipal Income Opportunities Trust III
-------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Lou Anne D. McInnis
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4)
and 0-11.
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
MUNICIPAL INCOME OPPORTUNITIES TRUST III
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 28, 1999
The Annual Meeting of Shareholders of MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME OPPORTUNITIES TRUST III (the "Trust"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, will be held in
Conference Room A, Forty-Fourth Floor, Two World Trade Center, New York, New
York 10048, on October 28, 1999 at 11:00 a.m., New York City time, for the
following purposes:
1. To elect three (3) Trustees to serve until the year 2002 Annual
Meeting or until their successors shall have been elected and qualified;
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
the Trust's independent accountants for the fiscal year ending March 31,
2000; and
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on July 29, 1999 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose. Alternatively, if you are eligible to vote telephonically by touchtone
telephone or electronically on the Internet (as discussed in the enclosed Proxy
Statement) you may do so in lieu of attending the Meeting in person.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting
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 Trust's shares present in person or by
proxy at the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which have been received by the date of the Meeting.
BARRY FINK,
Secretary
August 10, 1999
New York, New York
IMPORTANT
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. CERTAIN SHAREHOLDERS WILL BE ABLE TO VOTE
TELEPHONICALLY BY TOUCHTONE TELEPHONE OR ELECTRONICALLY ON THE INTERNET BY
FOLLOWING INSTRUCTIONS CONTAINED ON THEIR PROXY CARDS OR ON THE ENCLOSED
VOTING INFORMATION CARD.
<PAGE>
MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST III
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 28, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME OPPORTUNITIES TRUST III (the "Trust"), for use at the Annual Meeting of
Shareholders of the Trust to be held on October 28, 1999 (the "Meeting"), and
at any adjournments thereof.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as Trustee
and in favor of Proposal 2. A proxy may be revoked at any time prior to its
exercise by any of the following: written notice of revocation to the Secretary
of the Trust, execution and delivery of a later dated proxy to the Secretary of
the Trust (whether by mail or, as discussed below, by touchtone telephone or
the Internet) (if returned and received in time to be voted), or attendance and
voting at the Meeting. Attendance at the Meeting will not in and of itself
revoke a proxy.
Holders of shares of the Trust ("Shareholders") as of the close of
business on July 29, 1999, the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting, are entitled to
one vote for each share held and a fractional vote for a fractional share. On
July 29, 1999 there were 10,441,006 shares of beneficial interest of the Trust
outstanding, all with $0.01 par value. No person was known to own as much as 5%
of the outstanding shares of the Trust on that date. The percentage ownership
of shares of the Trust changes from time to time depending on purchases and
sales by Shareholders and the total number of shares outstanding.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by the Trust. The solicitation of
proxies will be by mail, which may be supplemented by solicitation by mail,
telephone or otherwise through Trustees, officers of the Trust or officers and
regular employees of Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"
or the "Investment Advisor"), Morgan Stanley Dean Witter Trust FSB ("MSDW
Trust"), Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services")
and/or Dean Witter Reynolds Inc. ("DWR"), without special compensation
therefor. In addition, the Trust may employ William F. Doring & Co. as proxy
solicitor, the cost of which is not expected to exceed $3,000 and will be borne
by the Trust. The first mailing of this Proxy Statement is expected to be made
on or about August 12, 1999.
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
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<PAGE>
accompanying this Proxy Statement. To vote by touchtone telephone, Shareholders
can call the toll-free number 1-800-690-6903. To vote by Internet, Shareholders
can access the websites www.msdwt.com or www.proxyvote.com. Telephonic and
Internet voting with MSDW Trust presently are not available to Shareholders
whose shares are held in street name.
In certain instances, William F. Doring & Co. and MSDW Trust may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on any Proposal other than to refer to the
recommendations of the Board. The Trust has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and may
vote by mail using the enclosed proxy card or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the last vote
that is counted and will revoke all previous votes by the Shareholder. With
respect to the solicitation of a telephonic vote by William F. Doring & Co.,
additional expenses would include $7.00 per telephone vote transacted, $3.00
per outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers, which would be borne by the Trust.
(1) ELECTION OF TRUSTEES
The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at eight. There are presently eight Trustees,
three of whom (Wayne E. Hedien, Manuel H. Johnson and John L. Schroeder) are
standing for election at this Meeting to serve until the year 2002 Annual
Meeting, in accordance with the Trust's Declaration of Trust, as amended.
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the 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 Trust and MSDW Advisors and thus are not
Independent Trustees. The nominees for election as Trustees of the Trust have
been proposed by the Trustees now serving or, in the case of the nominees for
positions as Independent Trustees, by the Independent Trustees now serving. All
of the Trustees previously have been elected by the Shareholders of the Trust.
The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
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 or persons as the Board may recommend. All of the nominees have
consented to being named in this Proxy Statement and to serve if elected. The
Trust knows no reason why any of said nominees would be unable or unwilling to
accept nomination or election. The election of each Trustee requires the
approval of a majority of the shares of the Trust represented and entitled to
vote at the Meeting.
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<PAGE>
Pursuant to the provisions of the Trust's Declaration of Trust (Section
2.2, 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 the three
classes will expire each year.
The Board of Trustees previously determined that any nominee for election
as Trustee will stand for election as Trustee and serve as Trustee in one of
the three classes of Trustees as follows: Class I-Messrs. Bozic and
Fiumefreddo; Class II-Messrs. Hedien, Johnson and Schroeder; and Class
III-Messrs. Garn, Nugent and Purcell. Each nominee for Trustee at any Annual
Meeting will, if elected, serve a term of up to approximately three years
running for the period assigned to that class and terminating at the date of
the Annual Meeting of Shareholders so designated by the Board, or any
adjournment thereof. As a consequence of this method of election, the
replacement of a majority of the Board could be delayed for up to two years. In
accordance with the above, the Class II Trustees are standing for election at
this Meeting and, if elected, will serve until the year 2002 Annual Meeting or
until their successors shall have been elected and qualified.
The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Board, includes his principal
occupations and employment for at least the last five years, his age, shares of
the Trust owned, if any, as of July 29, 1999 (shown in parentheses), positions
with the Trust, and directorships or trusteeships in companies which file
periodic reports with the Securities and Exchange Commission, including the 90
investment companies, including the Trust, for which MSDW Advisors serves as
investment manager or investment adviser (referred to herein as the "Morgan
Stanley Dean Witter Funds") and the 3 investment companies, TCW/DW Term Trust
2000, TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003, for which MSDW
Advisors' wholly-owned subsidiary, MSDW Services, serves as manager and TCW
Funds Management, Inc. serves as investment adviser (referred to herein as the
"TCW/DW Term Trusts").
The nominees for Trustee to be elected at this Meeting are:
WAYNE E. HEDIEN, Trustee since September, 1997; age 65; Retired; Director
or Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated with the Allstate Companies (1966-1994), most
recently as Chairman of The Allstate Corporation (March 1993-December 1994) and
Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate
Insurance Company (July 1989-December 1994); director of various other business
and charitable organizations.
MANUEL H. JOHNSON, Trustee since July, 1991; age 50; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a founder
of the Group of Seven Council (G7C), an international economic commission;
Chairman of the Audit Committee and Director or Trustee of the Morgan Stanley
Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director of Greenwich Capital Markets, Inc. (broker-dealer) and NVR, Inc. (home
construction); Chairman and Trustee of the Financial Accounting Foundation
(oversight organization for the Financial Accounting Standards Board); formerly
Vice Chairman of the Board of Governors of the Federal Reserve System
(1986-1990) and Assistant Secretary of the U.S. Treasury (1982-1986).
JOHN L. SCHROEDER, Trustee since April, 1994; age 69; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director of Citizens Utilities Company (telecommunications, gas, electric and
water utilities company), formerly Executive Vice President and Chief
Investment Officer of the Home Insurance Company (August, 1991-September,
1995).
4
<PAGE>
The Trustees who are not standing for reelection at this Meeting are:
MICHAEL BOZIC, Trustee since April, 1994; age 58; Director or Trustee of
the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series; Vice Chairman of Kmart Corporation (since December,
1998); formerly Chairman and Chief Executive Officer of Levitz Furniture
Corporation (November, 1995-November, 1998); formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.;
Director of Eaglemark Financial Services, Inc. and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO, Trustee of each Trust since June, 1991; age 66;
Chairman, Director or Trustee and Chief Executive Officer of the Morgan Stanley
Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
formerly, Chairman, Chief Executive Officer and Director of MSDW Advisors, MSDW
Services and Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"), Executive Vice President of DWR, Chairman and Director of MSDW
Trust and Director and/or officer of various Morgan Stanley Dean Witter & Co.
("MSDW") subsidiaries (until June, 1998).
EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 67; Director or
Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; formerly United States Senator (R-Utah)
(1974-1992) and Chairman, Senate Banking Committee (1980-1986); formerly Mayor
of Salt Lake City, Utah (1971-1974); formerly Astronaut, Space Shuttle
Discovery (April 12-19, 1985); Vice Chairman, Huntsman Corporation (chemical
company); Director of Franklin Covey (time management systems), BMW Bank of
North America, Inc. (industrial loan corporation), United Space Alliance (joint
venture between Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific
(multilevel marketing); member of the board of various civic and charitable
organizations.
MICHAEL E. NUGENT, Trustee since July, 1992; age 63; General Partner,
Triumph Capital, L.P., a private investment partnership; Chairman of the
Insurance Committee and Director or Trustee of the Morgan Stanley Dean Witter
Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series; formerly
Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988);
director of various business organizations.
PHILIP J. PURCELL, Trustee since April, 1994; age 55; Chairman of the
Board of Directors and Chief Executive Officer of MSDW, DWR and Novus Credit
Services Inc.; Director of MSDW Distributors; Director or Trustee of the Morgan
Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index
Series; Director and/or officer of various MSDW subsidiaries.
The executive officers of the Trust other than shown above are: Mitchell
M. Merin, President; Barry Fink, Vice President, Secretary and General Counsel;
Ronald E. Robison, Vice President; Joseph J. McAlinden, Vice President; Robert
S. Giambrone, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In addition, Katherine H. Stromberg, Joseph Arcieri and
Gerard J. Lian serve as Vice Presidents and Marilyn K. Cranney, Lou Anne D.
McInnis, Ruth Rossi, Carsten Otto, Frank Bruttomesso, Todd Lebo and Natasha
Kassian, serve as Assistant Secretaries.
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
the MSDW Distributors (since June, 1998), Chairman and Chief Executive Officer
(since June, 1998) and Director (since January, 1998) of MSDW Trust, President
of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series (since May, 1999), and Director of various other MSDW
subsidiaries. Mr. Fink is 44 years old and is currently Senior Vice President
(since March 1997), Secretary and
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General Counsel (since February 1997) and Director (since July, 1998) of MSDW
Advisors and MSDW Services and (since August 1996) Assistant Secretary of DWR;
and Vice President, Secretary and General Counsel of the Morgan Stanley Dean
Witter Funds and the TCW/DW Term Trusts (since February 1997) and Discover
Brokerage Index Series. He is also Senior Vice President (since March 1997),
Assistant Secretary and Assistant General Counsel of MSDW Distributors (since
February 1997). He was previously First Vice President, Assistant Secretary and
Assistant General Counsel of MSDW Advisors and MSDW Services. Mr. Robison is 60
years old and is currently Executive Vice President and Chief Administrative
Officer (since September 1998) and Director (since February, 1999) of MSDW
Advisors and MSDW Services; prior thereto he was a Managing Director of the TCW
Group, Inc. Mr. McAlinden is 56 years old and is currently Executive Vice
President and Chief Investment Officer of MSDW Advisors and MSDW Services
(since April 1996) and Director of MSDW Trust (since April 1996). He was
previously Senior Vice President of MSDW Advisors (June 1995-April 1996) and
prior thereto was a Managing Director at Dillon Read. Mr. Giambrone is 45 years
old and is currently Senior Vice President of MSDW Advisors, MSDW Services,
MSDW Distributors and MSDW Trust (since August 1995) and Director of MSDW Trust
(since April 1996). He was formerly a partner of KPMG Peat Marwick, LLP. Mr.
Caloia is 53 years old and is currently First Vice President and Assistant
Treasurer of MSDW Advisors and MSDW Services. Mr. Willison is 55 years old and
is currently Senior Vice President of MSDW Advisors. Mr. Avelar is 41 years old
and is currently Senior Vice President of MSDW Advisors. Mr. Page is 52 years
old and is currently Senior Vice President of MSDW Advisors. Mr. Arcieri is 51
years old and is currently Vice President of MSDW Advisors. Mr. Lian is 44
years old and is currently Vice President of MSDW Advisors. Ms. Stromberg is 51
years old and is currently Vice President of MSDW Advisors. Other than Messrs.
Robison, McAlinden and Giambrone, each of the above officers has been an
employee of MSDW Advisors or its affiliates for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES
The Board of Trustees consists of eight (8) trustees. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Dean Witter Funds, and are referred to in this section as Trustees. As of the
date of this Proxy Statement, there are a total of 90 Morgan Stanley Dean
Witter Funds, comprised of 126 portfolios. As of June 30, 1999, the Morgan
Stanley Dean Witter Funds had total net assets of approximately $129.2 billion
and more than six million shareholders.
Six Trustees of the current eight Trustees (75% of the total number) have
no affiliation or business connection with MSDW Advisors or any of its
affiliated persons and do not own any stock or other securities issued by MSDW
Advisors' parent company, MSDW. These are the "disinterested" or "independent"
Trustees.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in business and
finance, government service or academia; these are people whose advice and
counsel are in demand by others and for whom there is often competition. To
accept a position on the Funds' Boards, such individuals may reject other
attractive assignments because the Funds make substantial demands on their
time. All of the Independent Trustees serve as members of the Audit Committee.
In addition, three of the Trustees, including two Independent Trustees, serve
as members of the Derivatives Committee and the Insurance Committee. During the
calendar year ended December 31, 1998, the Audit Committee, the Derivatives
Committee, the Insurance Committee and the Independent Trustees held a combined
total of seventeen meetings.
The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs
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<PAGE>
and performance, and trading among Funds in the same complex; and approving
fidelity bond and related insurance coverage and allocations, as well as other
matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; and reviewing
the independence of the independent accountants; considering the range of audit
and non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; and preparing and submitting committee meeting minutes to the full
Board.
The Board of each Fund has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Fund with respect to
derivative investments, if any, made by the Fund. Finally, the Board has formed
an Insurance Committee to review and monitor the insurance coverage maintained
by the Funds.
For the fiscal year ended March 31, 1999, the Board of Trustees of the
Trust held 6 meetings, and the Audit Committee, the Independent Trustees, the
Derivatives Committee and the Insurance Committee of the Trust held 2, 10, 2
and 2 meetings, respectively. No Trustee attended fewer than 75% of the
meetings of the Board of Trustees, the Audit Committee, the Independent
Trustees, the Derivatives Committee or the Insurance Committee held while he
served in such positions.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley Dean Witter Funds
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of separate
groups of Independent Trustees arriving at conflicting decisions regarding
operations and management of the Funds and avoids the cost and confusion that
would likely ensue. Finally, having the same Independent Trustees serve on all
Fund Boards enhances the ability of each Fund to obtain, at modest cost to each
separate Fund, the services of Independent Trustees of the caliber, experience
and business acumen of the individuals who serve as Independent Trustees of the
Morgan Stanley Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds in
the Morgan Stanley Dean Witter Funds complex or Discover Brokerage Index Series
on whose boards the Trustee serves. In addition, the policy contemplates that
the Trustees will, over time, increase their aggregate investment in the Funds
above the $25,000 minimum requirement. The Trustees may allocate their
investments among specific Funds in any manner they determine is appropriate
based on their individual investment objectives. As of the date of this proxy
statement, each Trustee is in compliance with the policy. Any future Trustee
will be given a one year period following his or her election within which to
comply with the foregoing. As of June 30, 1999, the total value of the
investments by the Trustees and/or their spouses in shares of the Morgan
Stanley Dean Witter Funds was approximately $40.4 million.
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As of the record date for this Meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as
a group was less than 1 percent of the Trust's shares of beneficial interest
outstanding.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board of Trustees attended by the Trustee (the
Trust pays the Chairman of the Audit Committee an additional annual fee of $750
and the Chairmen of the Derivatives and Insurance Committees additional annual
fees of $500). If a Board meeting and a meeting of the Independent Trustees or
a Committee meeting, or a meeting of the Independent Trustees and/or more than
one Committee meeting, take place on a single day, the Trustees are paid a
single meeting fee by the Trust. The Trust also reimburses such Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees who are or have been employed by the
Investment Manager or an affiliated company receive no compensation or expense
reimbursement from the Trust for their services as Trustee.
The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended March 31, 1999.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE FUND
- --------------------------- --------------
<S> <C>
Michael Bozic ................. $1,500
Edwin J. Garn ................. 1,700
Wayne E. Hedien ............... 1,700
Dr. Manuel H. Johnson ......... 1,650
Michael E. Nugent ............. 1,700
John L. Schroeder ............. 1,700
</TABLE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1998 for services
to the 90 Morgan Stanley Dean Witter Funds that were in operation at December
31, 1998.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO
90 MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEE DEAN WITTER FUNDS
- --------------------------- ------------------
<S> <C>
Michael Bozic ................. $120,150
Edwin J. Garn ................. 132,450
Wayne E. Hedien ............... 132,350
Dr. Manuel H. Johnson ......... 155,681
Michael E. Nugent ............. 159,731
John L. Schroeder ............. 160,731
</TABLE>
8
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As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds, including the Trust, have adopted a retirement program under
which an Independent Trustee who retires after serving for at least five years
(or such lesser period as may be determined by the Board) as an Independent
Director or Trustee of any Morgan Stanley Dean Witter Fund that has adopted the
retirement program (each such Fund referred to as an "Adopting Fund" and each
such Trustee referred to as an "Eligible Trustee") is entitled to retirement
payments upon reaching the eligible retirement age (normally, after attaining
age 72). Annual payments are based upon length of service. Currently, upon
retirement, each Eligible Trustee is entitled to receive from the Adopting
Fund, commencing as of his or her retirement date and continuing for the
remainder of his or her life, an annual retirement benefit (the "Regular
Benefit") equal to 30.22% of his or her Eligible Compensation plus 0.5036667%
of such Eligible Compensation for each full month of service as an Independent
Director or Trustee of any Adopting Fund in excess of five years up to a
maximum of 60.44% after ten years of service. The foregoing percentages may be
changed by the Board.(1) "Eligible Compensation" is one-fifth of the total
compensation earned by such Eligible Trustee for service to the Adopting Fund
in the five year period prior to the date of the Eligible Trustee's retirement.
Benefits under the retirement program are not secured or funded by the Adopting
Funds.
The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the Trust for the fiscal year ended March 31,
1999 and by the 55 Morgan Stanley Dean Witter Funds (including the Trust) for
the calendar year ended December 31, 1998, and the estimated retirement
benefits for the Trust's Independent Trustees, to commence upon their
retirement, from the Trust as of March 31, 1999 and from the 55 Morgan Stanley
Dean Witter Funds as of December 31, 1998.
RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED ANNUAL
ESTIMATED RETIREMENT BENEFITS BENEFITS
CREDITED ACCRUED AS EXPENSES UPON RETIREMENT(2)
YEARS ESTIMATED --------------------- --------------------
OF SERVICE AT PERCENTAGE OF BY ALL FROM FROM ALL
RETIREMENT ELIGIBLE BY THE ADOPTING THE ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION TRUST FUNDS TRUST FUNDS
- ------------------------------- --------------- --------------- -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic ................. 10 60.44% $392 $22,377 $937 $52,250
Edwin J. Garn ................. 10 60.44 589 35,225 937 52,250
Wayne E. Hedien ............... 9 51.37 733 41,979 796 44,413
Dr. Manuel H. Johnson ......... 10 60.44 237 14,047 937 52,250
Michael E. Nugent ............. 10 60.44 415 25,336 937 52,250
John L. Schroeder ............. 8 50.37 797 45,117 796 44,343
</TABLE>
- -------------------
(1) An Eligible Trustee may elect alternate payments of his or her retirement
benefits based upon the combined life expectancy of such Eligible Trustee
and his or her spouse on the date of such Eligible Trustee's retirement.
The amount estimated to be payable under this method, through the
remainder of the later of the lives of such Eligible Trustee and spouse,
will be the actuarial equivalent of the Regular Benefit. In addition, the
Eligible Trustee may elect that the surviving spouse's periodic payment
of benefits will be equal to a lower percentage of the periodic amount
when both spouses were alive.
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1)
above.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
9
<PAGE>
INVESTMENT ADVISER
Morgan Stanley Dean Witter Advisors Inc. is the Trust's investment adviser
pursuant to an 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 Inc. on June 22,
1998. MSDW Advisors is a wholly-owned subsidiary of MSDW, a preeminent global
financial services firm that maintains leading market positions in each of its
three primary businesses -- securities, asset management and credit services.
The Principal Executive Officer and Directors of MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Ronald E. Robison,
Executive Vice President and Chief Administrative Officer and Barry Fink,
Senior Vice President, Secretary and General Counsel. The principal occupations
of Messrs. Merin, Robison and Fink are described above under the section
"Election of Trustees." The business address of the Executive Officer and other
Directors is Two World Trade Center, New York, New York 10048.
The investment advisory agreement 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 investment advisory agreement and that it shall continuously
supervise the management of the assets of the Trust in a manner consistent with
the investment objectives and policies of the Trust and subject to such other
limitations and directions as the Board of the Trust may, from time to time,
prescribe.
MSDW Advisors pays the compensation of the officers of the Trust who are
also directors, officers or employees of MSDW Advisors and provides the Trust
with office space and equipment, clerical and bookkeeping services and
telephone service, heat, light, power and other utilities. MSDW Advisors also
pays for the services of personnel in connection with the pricing of the
Trust's shares and the preparation of prospectuses, proxy statements and
reports required to be filed with federal and state securities commissions
(except insofar as the participation or assistance of independent accountants
and attorneys is, in the opinion of MSDW Advisors, necessary or desirable). In
return for its services and the expenses MSDW Advisors assumes under the
investment advisory agreement, the Trust pays MSDW Advisors compensation which
is computed weekly and payable monthly and which is determined by applying the
annual rate of 0.50% to the Trust's average weekly net assets. Pursuant to the
investment advisory agreement, the Trust accrued to MSDW Advisors total
compensation of $529,231 during the fiscal year ended March 31, 1999. The net
assets of the Trust totalled $105,068,405 at March 31, 1999.
MSDW Advisors' wholly-owned subsidiary, MSDW Services, pursuant to an
Administration Agreement, serves as the Administrator of the Trust and receives
from the Trust compensation which is computed weekly and payable monthly and
which is determined by applying the annual rate of 0.30% to the Trust's weekly
net assets. For the fiscal year ended March 31, 1999, the Trust accrued to MSDW
Services administrative fees of $317,539.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors. The Appendix lists the investment companies for which
MSDW Advisors provides investment management or investment advisory services
and which have similar investment objectives to that of the Trust, and sets
forth the fees payable to MSDW Advisors by such companies, including the Trust,
and their net assets as of July 29, 1999.
MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW involving material amounts which, in the
opinion of its management, will be resolved with no material effect on the
consolidated financial position of the company.
10
<PAGE>
During the fiscal year ended March 31, 1999, the Trust accrued to MSDW
Trust, the Trust's Transfer Agent and an affiliate of the Investment Adviser,
transfer agency fees of $39,022.
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 Trust. For the fiscal year ended March 31, 1999, the
Trust paid no brokerage commissions to DWR or Morgan Stanley & Co.
Incorporated.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of PricewaterhouseCoopers
LLP as the Trust's independent accountants for the fiscal year ending March 31,
2000. Its selection is being submitted for ratification or rejection by
shareholders at the Meeting. PricewaterhouseCoopers LLP has been the
independent accountants for the Trust since its inception, and has no direct or
indirect financial interest in the Trust.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the Meeting and will be available to respond to appropriate questions of
Shareholders.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of PricewaterhouseCoopers LLP as the independent
accountants for the Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE
TRUST.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting
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 Trust's shares present in person or by
proxy at the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which have been received by the date of the Meeting.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting 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.
11
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than April 16, 2000, for
inclusion in the proxy statement for that meeting. The mere submission of a
proposal does not guarantee its inclusion in the proxy materials or its
presentation at the meeting. Certain rules under the federal securities laws
must be met.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT, FOR ITS FISCAL YEAR ENDED MARCH 31,
1999, HAS BEEN PREVIOUSLY SENT 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 Trust, may be deemed to have an interest in certain of the
proposals described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Trust, and certain of those individuals are compensated for
performing services relating to the Trust and may also own shares of MSDW. Such
companies and persons may thus be deemed to derive benefits from the approvals
by Shareholders of such proposals.
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached 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
12
<PAGE>
APPENDIX
MSDW Advisors serves as investment manager or investment adviser to the
Trust and the other investment companies listed below which have similar
investment objectives to that of the Trust. Set forth below is a chart showing
the net assets of each such investment company as of July 29, 1999 and the
investment management or advisory fee rate(s) applicable to such investment
company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/29/99 OF NET ASSETS
---------------- --------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
CALIFORNIA TAX-FREE INCOME FUND* ...... $ 854,323,381 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.25 billion
2. MORGAN STANLEY DEAN WITTER LIMITED
TERM MUNICIPAL TRUST* ................. 49,426,414 0.50%
3. MORGAN STANLEY DEAN WITTER
MULTI-STATE MUNICIPAL SERIES TRUST* ... 358,289,299 0.35%
4. MORGAN STANLEY DEAN WITTER
NEW YORK TAX-FREE INCOME FUND* ........ 147,865,853 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
5. MORGAN STANLEY DEAN WITTER
TAX-EXEMPT SECURITIES TRUST* .......... 1,108,366,323 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
6. MORGAN STANLEY DEAN WITTER
CALIFORNIA INSURED MUNICIPAL
INCOME TRUST** ........................ 247,448,193 0.35%
7. MORGAN STANLEY DEAN WITTER
CALIFORNIA QUALITY MUNICIPAL
SECURITIES** .......................... 208,052,313 0.35%
8. MORGAN STANLEY DEAN WITTER INSURED
CALIFORNIA MUNICIPAL SECURITIES** ..... 63,478,578 0.35%
9. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL BOND TRUST** ................ 105,739,035 0.35%
10. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL INCOME TRUST** .............. 569,773,127 0.35%
11. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES** ................ 133,330,682 0.35%
12. MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL TRUST** ..................... 474,028,949 0.35%
13. MORGAN STANLEY DEAN WITTER NEW
YORK QUALITY MUNICIPAL SECURITIES** ... 94,423,713 0.35%
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/29/99 OF NET ASSETS
---------------- --------------------
<S> <C> <C>
14. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INCOME TRUST** .............. $722,367,775 0.35%
15. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL INVESTMENT TRUST** .......... 373,318,269 0.35%
16. MORGAN STANLEY DEAN WITTER QUALITY
MUNICIPAL SECURITIES** ................ 354,013,188 0.35%
17. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST** .............. 284,508,214 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
18. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST II** ........... 253,978,757 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
19. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME TRUST III** .......... 59,751,741 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST** ............................... 180,366,721 0.50%
21. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST II** ............................ 175,006,277 0.50%
22. MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES
TRUST III** ........................... 102,133,701 0.50%
23. MORGAN STANLEY DEAN WITTER
MUNICIPAL PREMIUM INCOME TRUST** ...... 327,426,528 0.40%
24. MORGAN STANLEY DEAN WITTER SELECT
MUNICIPAL REINVESTMENT FUND*** ........ 85,774,937 0.50%
25. MORGAN STANLEY DEAN WITTER HAWAII
MUNICIPAL TRUST*(1) ................... 7,544,600 0.35% (1)
</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 assume all operating expenses (except for any brokerage fees) of
Morgan Stanley Dean Witter Hawaii Municipal Trust and to waive the
compensation provided for in its Investment Management Agreement with
that company to the extent that they exceed 0.55% of the Fund's daily net
assets.
A-2
<PAGE>
MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES 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 Municipal Income Opportunities Trust III on October
28, 1999, at 11:00 a.m., New York City time, and at any adjournment thereof, on
the proposals set forth in the Notice of Meeting dated August 10, 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>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
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
FOR ALL
FOR WITHHOLD EXCEPT
1. Election of three (3) 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.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
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 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.
- --------------------------------------------------------------------------------
