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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-(e) (2) )
[X] Definitive Proxy Statement
[X] 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)
LouAnne D. McInnis
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state
how it was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 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 ts 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 24, 2000
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
the Career Development Room, Sixty-First Floor, Two World Trade Center, New
York, New York 10048, on October 24, 2000 at 11:00 a.m., New York City time,
for the following purposes:
1. To elect one (1) Trustee to serve until the year 2001 Annual Meeting
and three (3) Trustees to serve until the year 2003 Annual Meeting or, in
each case, until their successors shall have been elected and qualified;
2. To ratify or reject the selection of Deloitte & Touche LLP as the
Trust's independent accountants for the fiscal year ending March 31, 2001;
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 25, 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, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which have been received by the date of
the Meeting.
BARRY FINK,
Secretary
August 18, 2000
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 24, 2000
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 24, 2000 (the "Meeting"), and
at any adjournments thereof. The first mailing of this Proxy Statement is
expected to be made on or about August 21, 2000.
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.
Shareholders of record ("Shareholders") of the Trust as of the close of
business on July 25, 2000, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for
a fractional share. On the Record Date there were 9,799,473 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.
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 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
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 nine. There are presently nine Trustees, one
of whom (James F. Higgins) is standing for election at this Meeting to serve
until the year 2001 Annual Meeting and three of whom (Edwin J. Garn, Michael E.
Nugent and Philip J. Purcell) are standing for election at this Meeting to
serve until the year 2003 Annual Meeting, in accordance with the Trust's
Declaration of Trust, as amended.
Six of the current nine 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 three current Trustees, Charles A.
Fiumefreddo, James F. Higgins and Philip J. Purcell, are "interested persons"
(as that term is defined in the 1940 Act) of the 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, except for James F. Higgins, 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,
unless instructed by proxy to withhold authority to vote for the nominees, to
vote all validly executed proxies for the election of these nominees: Edwin J.
Garn, James F. Higgins, Michael E. Nugent and Philip J. Purcell. Should any of
the nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Board may recommend or, in the case of an Independent
Trustee nominee, as the Independent Trustees of the Trust may recommend. All of
the nominees have consented to being named in this
3
<PAGE>
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.
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 has 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,
Fiumefreddo and Higgins; 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 III Trustees are standing for election at
this Meeting and, if elected, will serve until the year 2003 Annual Meeting or
until their successors shall have been elected and qualified, and one Trustee
in Class I, James F. Higgins, is standing for election at this Meeting and, if
elected, will serve until the year 2001 Annual Meeting, or until his successor
has 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 25, 2000 (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 97
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
Investment Management Company serves as investment adviser (referred to herein
as the "TCW/DW Term Trusts").
The nominees for Trustee to be elected at this Meeting are:
EDWIN JACOB (JAKE) GARN, Trustee 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 (multi-level marketing); member
of the Utah Regional Advisory Board of PacifiCorp; member of the board of
various civic and charitable organizations.
JAMES F. HIGGINS, Trustee since June 2000*; age 52; Chairman of the
Private Client Group of Morgan Stanley Dean Witter ("MSDW") (since August
2000); Director of the Transfer Agent and Dean Witter Realty, Inc.; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts
(since June 2000); previously President and Chief Operating Officer of the
Private Client Group of MSDW (May 1999-August 2000), President and Chief
Operating Officer of Individual Securities of MSDW (February
----------
* This is the date the Trustee began serving the Morgan Stanley Dean Witter
Funds Complex.
4
<PAGE>
1997-May 1999), President and Chief Operating Officer of Dean Witter Securities
of MSDW (1995-February 1997), and President and Chief Operating Officer of Dean
Witter Financial (1989-1995) and Director (1985-1997) of DWR.
MICHAEL E. NUGENT, Trustee since July 1991*; age 64; 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; director of various business organizations.
PHILIP J. PURCELL, Trustee 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 Morgan Stanley Dean Witter Distributors Inc. ("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 Trustees who are not standing for reelection at this Meeting are:
MICHAEL BOZIC, Trustee 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 Exective
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 since July 1991*; age 67; 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 MSDW Distributors,
Executive Vice President of DWR, Chairman and Director of MSDW Trust and
Director and/or officer of various MSDW subsidiaries (until June 1998).
WAYNE E. HEDIEN, Trustee 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 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), Independence Standards Board (private sector
organization governing independence of auditors) 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 and
Assistant Secretary of the U.S. Treasury.
JOHN L. SCHROEDER, Trustee since April 1994*; age 70; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds and the TCW/DW Term Trusts;
----------
* This is the date the Trustee began to serve the Morgan Stanley Dean
Witter Funds complex.
5
<PAGE>
Director of Citizens Utilities Company (telecommunications, gas, electric and
water utilities company), formerly Executive Vice President and Chief
Investment Officer of the Home Insurance Company (August 1991-September 1995).
The executive officers of the Trust other than shown above are: Mitchell
M. Merin, President; Barry Fink, Vice President, Secretary and General Counsel;
Ronald E. Robison, Vice President; Joseph J. McAlinden, Vice President; Robert
S. Giambrone, Vice President; James F. Willison, Vice President; and Thomas F.
Caloia, Treasurer. In addition, Katherine H. Stromberg, Joseph Arcieri, Gerard
J. Lian and Julie Morrone serve as Vice Presidents and Marilyn K. Cranney,
Natasha Kassian, Todd Lebo, Lou Anne D. McInnis, Carsten Otto and Ruth Rossi,
serve as Assistant Secretaries.
Mr. Merin is 47 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 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 General Counsel of Asset Management of MSDW (since May 2000);
Executive Vice President (since December 1999), Secretary and General Counsel
(since February 1997) and Director (since July 1998) of the Investment Manager
and MSDW Services Company; Vice President, Secretary and General Counsel of The
Morgan Stanley Dean Witter Funds (since February 1997); Vice President and
Secretary of the Distributor. He was previously Senior Vice President (March
1997-December 1999), First Vice President; Assistant Secretary and Assistant
General Counsel of the Investment Manager and MSDW Services Company. Mr Robison
is 61 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 57 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).
Mr. Giambrone is 46 years old and is currently Senior Vice President of MSDW
Advisors, MSDW Services, MSDW Distributors and MSDW Trust and Director of MSDW
Trust (since April 1996). Mr. Caloia is 54 years old and is currently First
Vice President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr.
Willison is 57 years old and is currently Senior Vice President and Director of
the Tax-Exempt Fixed Income Group of MSDW Advisors. Mr. Arcieri is 52 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 37 years
old and is currently a Vice President of MSDW Advisors. Ms. Stromberg is 52
years old and is currently Senior Vice President of MSDW Advisors. Other than
Mr. Robison, 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 nine (9) 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 97 Morgan Stanley Dean
Witter Funds, comprised of 132 portfolios. As of July 31, 2000, the Morgan
Stanley Dean Witter Funds had total net assets of approximately $142.8 billion
and more than six million shareholders.
Six Trustees (67% 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.
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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
Trust does not have a nominating or compensation committee.
The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among Funds in the same complex; and
approving fidelity bond and related insurance coverage and allocations, as well
as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent 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 the Trust has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Trust with respect to
derivative investments, if any, made by the Trust. Finally, the Board of the
Trust has formed an Insurance Committee to review and monitor the insurance
coverage maintained by the Trust.
For the fiscal year ended March 31, 2000, 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 3, 8, 5 and
1 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.
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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 June 30, 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 $56 million.
As of the Record Date for this Meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as
a group was less than 1 percent of the Trust's shares of beneficial interest
outstanding.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board of Trustees attended by the Trustee (the
Trust pays the Chairman of the Audit Committee an additional annual fee of $750
and the Chairmen of the Derivatives and Insurance Committees additional annual
fees of $500). If a Board meeting and a meeting of the Independent Trustees or
a Committee meeting, or a meeting of the Independent Trustees and/or more than
one Committee meeting, take place on a single day, the Trustees are paid a
single meeting fee by the Trust. The Trust also reimburses such Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees who are or have been employed by the
Investment Advisor 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, 2000.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
------------------------------- ---------------
<S> <C>
Michael Bozic ................. $1,550
Edwin J. Garn ................. 1,550
Wayne E. Hedien ............... 1,550
Dr. Manuel H. Johnson ......... 2,425
Michael E. Nugent ............. 2,133
John L. Schroeder ............. 2,133
</TABLE>
8
<PAGE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees 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
<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO
93 MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEE DEAN WITTER FUNDS
------------------------------- ------------------
<S> <C>
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
</TABLE>
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 accrued as expenses on the books of
the Trust. Such benefits 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,
2000 and by the 55 Morgan Stanley Dean Witter Funds (including the Trust) for
the calendar year ended December 31, 1999, and the estimated retirement
benefits for the Trust's Independent Trustees, to commence upon their
retirement, from the Trust as of March 31, 2000 and from the 55 Morgan Stanley
Dean Witter Funds as of December 31, 1999.
-------------------
(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.
9
<PAGE>
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(1)
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% $374 $20,933 $ 907 $50,588
Edwin J. Garn ................. 10 60.44 546 31,737 909 50,675
Wayne E. Hedien ............... 9 51.37 703 39,566 771 43,000
Dr. Manuel H. Johnson ......... 10 60.44 266 13,129 1,360 75,520
Michael E. Nugent ............. 10 60.44 454 23,175 1,209 67,209
John L. Schroeder ............. 8 50.37 878 41,558 955 52,994
</TABLE>
-------------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1) on
page 9.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
INVESTMENT ADVISOR
Morgan Stanley Dean Witter Advisors Inc. is the Trust's investment advisor
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,
Executive 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.
MSDW Advisors' wholly-owned subsidiary, MSDW Services, pursuant to an
Administration Agreement, serves as the Administrator of the Trust. MSDW
Advisors and 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 address of MSDW
Services is that of MSDW Advisors set forth above.
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>
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Since July 1, 2000 Deloitte & Touche LLP has served as the Trust's
independent accountants.
On July 1, 2000 PricewaterhouseCoopers LLP resigned as independent
accountants of the Trust. The reports of PricewaterhouseCoopers LLP on the
financial statements of the Trust for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle. In connection with its
audits for the two most recent fiscal years and through July 1, 2000, there
have been no disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto in
their report on the financial statements for such years.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the Meeting and, while not expected to make a statement, will be available
to respond to appropriate questions of Shareholders.
The Trust's Board of Trustees, including the Audit Committee of the Board,
unanimously approved the selection of Deloitte & Touche LLP as the Trust's new
independent accountants effective July 1, 2000. The selection of Deloitte &
Touche LLP as the Trust's independent accountants for the fiscal year ended
March 31, 2001 is being submitted for ratification or rejection by Shareholders
at the Meeting. Deloitte & Touche LLP has no direct or indirect financial
interest in the Trust.
A representative of Deloitte & Touche LLP is expected to be present at the
Meeting and, while not expected to make a statement, 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 Deloitte & Touche LLP as the independent
accountants for the Trust.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF DELOITTE & TOUCHE 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 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.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than April 24, 2001, 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.
11
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following persons are "reporting persons" of Morgan Stanley Dean
Witter Municipal Income Opportunities 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 James F. Willison. None of the above
reporting persons has ever held any shares of the Trust.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT, FOR ITS FISCAL YEAR ENDED MARCH 31,
2000, 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>
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
24, 2000, 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 18, 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 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
BLACK OR BLUE INK [X]
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
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHOLD EXCEPT FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of four (4) Trustees: [ ] [ ] [ ] 2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent accountants.
</TABLE>
01. Edwin J. Garn 02. James F. Higgins
03. Michael E. Nugent 04. Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
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
PRX00119
- - 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.
<PAGE>
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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.
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