<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:
[X] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
Dean Witter Government Income Trust
High Income Advantage Trust
High Income Advantage Trust II
InterCapital Income Securities Inc.
Municipal Income Opportunities Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
LouAnne McInnis
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state how
it was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PRELIMINARY PROXY--TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ONLY.
DEAN WITTER GOVERNMENT INCOME TRUST
HIGH INCOME ADVANTAGE TRUST
HIGH INCOME ADVANTAGE TRUST II
INTERCAPITAL INCOME SECURITIES INC.
MUNICIPAL INCOME OPPORTUNITIES TRUST
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD DECEMBER 17, 1998
Annual Meetings of Shareholders ("Meeting(s)") of DEAN WITTER GOVERNMENT
INCOME TRUST, HIGH INCOME ADVANTAGE TRUST, HIGH INCOME ADVANTAGE TRUST II,
INTERCAPITAL INCOME SECURITIES INC. and MUNICIPAL INCOME OPPORTUNITIES TRUST
(individually, a "Fund" and, collectively, the "Funds"), four unincorporated
business trusts organized under the laws of the Commonwealth of Massachusetts
and one corporation organized under the laws of Maryland, will be held jointly
in Conference Room A, Forty-Fourth Floor, Two World Trade Center, New York, New
York 10048, on December 17, 1998 at 9:00 a.m., New York City time, for the
following purposes:
1. For DEAN WITTER GOVERNMENT INCOME TRUST, HIGH INCOME ADVANTAGE TRUST
II and MUNICIPAL INCOME OPPORTUNITIES TRUST, to elect four (4) Trustees to
serve until the year 2001 Annual Meeting of each Fund; for HIGH INCOME
ADVANTAGE TRUST, to elect two (2) Trustees to serve until the year 2001
Annual Meeting; and for INTERCAPITAL INCOME SECURITIES INC., to elect nine
(9) Directors to serve until the 1999 Annual Meeting, or in each case,
until their successors shall have been elected and qualified.
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
each Fund's independent accountants for fiscal years ending September 30,
1999 for DEAN WITTER GOVERNMENT INCOME TRUST, HIGH INCOME ADVANTAGE TRUST
and INTERCAPITAL INCOME SECURITIES INC.; for fiscal year ending July 31,
1999 for HIGH INCOME ADVANTAGE TRUST II; and for fiscal year ending May 31,
1999 for MUNICIPAL INCOME OPPORTUNITIES TRUST; and
3. For INTERCAPITAL INCOME SECURITIES INC., to approve or disapprove a
proposed amendment to the Articles of Incorporation of the Fund to change
the name of the Fund to "Morgan Stanley Dean Witter Income Securities
Inc.;" and
4. To transact such other business as may properly come before the
Meetings or any adjournments thereof.
Shareholders of record of each Fund as of the close of business on October
28, 1998 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.
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 applicable Fund's shares present in person
or by proxy at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which have been received by the date of the
Meeting.
BARRY FINK
Secretary
November , 1998
New York, New York
- -------------------------------------------------------------------------------
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN
ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
- -------------------------------------------------------------------------------
<PAGE>
DEAN WITTER GOVERNMENT INCOME TRUST
HIGH INCOME ADVANTAGE TRUST
HIGH INCOME ADVANTAGE TRUST II
INTERCAPITAL INCOME SECURITIES INC.
MUNICIPAL INCOME OPPORTUNITIES TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
--------------------
JOINT PROXY STATEMENT
--------------------
ANNUAL MEETINGS OF SHAREHOLDERS
DECEMBER 17, 1998
This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees/Directors (the "Board(s)") of DEAN WITTER GOVERNMENT
INCOME TRUST ("DWGIT"), HIGH INCOME ADVANTAGE TRUST ("HIAT"), HIGH INCOME
ADVANTAGE TRUST II ("HIAT II"), INTERCAPITAL INCOME SECURITIES INC. ("ICIS")
and MUNICIPAL INCOME OPPORTUNITIES TRUST ("MIOT") (individually, a "Fund" and,
collectively, the "Funds") for use at the Annual Meetings of Shareholders of
the Funds to be held jointly on December 17, 1998 (the "Meeting(s)"), and at
any adjournments thereof. The first mailing of this Proxy Statement is expected
to be made on or about November , 1998.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares/stock
("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/Director to be elected by shareholders with respect to each Fund,
and in favor of Proposal 2, and, with respect to ICIS, Proposal 3 set forth in
the attached Notice of Annual Meetings of Shareholders. A proxy may be revoked
at any time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Funds, execution and delivery of a later
dated proxy to the Secretary of the Funds (if returned and received in time to
be voted), or attendance and voting at the Annual Meetings of Shareholders.
Attendance at the Meetings will not in and of itself revoke a proxy.
Shareholders of record ("Shareholders") of each Fund as of the close of
business on October 28, 1998, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings, are entitled to
one vote for each share held and a fractional vote for a fractional share. On
October 28, 1998, there were shares of beneficial interest of DWGIT,
shares of beneficial interest of HIAT, shares of
beneficial interest of HIAT II, shares of common stock of ICIS and
shares of beneficial interest of MIOT outstanding, all with $0.01
par value. No person was known to own as much as 5% of the outstanding shares
of any of the Funds on that date. The percentage ownership of shares of each
Fund changes from time to time depending on purchases and sales by Shareholders
and the total number of shares outstanding.
2
<PAGE>
The cost of soliciting proxies for these Annual Meetings of Shareholders
of each Fund, consisting principally of printing and mailing expenses, will be
borne by each respective Fund. The solicitation of proxies will be by mail,
which may be supplemented by solicitation by mail, telephone or otherwise
through Trustees/Directors, officers of the Funds, or officers and regular
employees of Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors" or the
"Investment Manager") (formerly named Dean Witter InterCapital Inc.), Morgan
Stanley Dean Witter Trust FSB ("MSDW Trust"), Morgan Stanley Dean Witter
Services Company Inc. ("MSDW Services") and/or Dean Witter Reynolds Inc.
("DWR"), without special compensation therefor. In addition, each Fund may
employ William F. Doring & Co. as proxy solicitor, the cost of which is not
expected to exceed $3,000 for each Fund and will be borne by each respective
Fund.
William F. Doring & Co. and MSDW Trust may call Shareholders to ask if
they would be willing to have their votes recorded by telephone. The telephone
voting procedure is designed to authenticate Shareholders' identities, to allow
Shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been recorded
properly. No recommendation will be made as to how a Shareholder should vote on
any Proposal other than to refer to the recommendations of the Board. The Funds
have been advised by counsel that these procedures are consistent with the
requirements of applicable law. Shareholders voting by telephone 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. With respect to the solicitation of a telephonic vote by William F.
Doring & Co., additional expenses would include $7.00 per telephone vote
transacted, $3.00 per outbound telephone contact and costs relating to
obtaining Shareholders' telephone numbers which would be borne by each
respective Fund.
3
<PAGE>
(1) ELECTION OF TRUSTEES/DIRECTORS FOR EACH FUND
The number of Trustees/Directors of each Fund has been fixed by the
Trustees/Directors, pursuant to each Fund's Declaration of Trust or Articles of
Incorporation, at nine. There are presently nine Trustees/Directors for each
Fund. At the Meetings, the following nominees are to be elected to each Fund's
Board of Trustees/Directors to serve for the following terms, in accordance
with each Fund's Declaration of Trust or Articles of Incorporation, as set
forth below:
<TABLE>
<CAPTION>
DEAN WITTER GOVERNMENT
INCOME TRUST, HIGH INCOME INTERCAPITAL INCOME
ADVANTAGE TRUST II, MUNICIPAL HIGH INCOME ADVANTAGE SECURITIES INC. -- Until
INCOME OPPORTUNITIES TRUST -- TRUST -- Until the year 2001 the 1999 Annual
Until the year 2001 Annual Meeting Annual Meeting Meeting
- ----------------------------------- ------------------------------ -------------------------
<S> <C> <C>
Edwin J. Garn Michael Bozic Michael Bozic
John R. Haire Charles A. Fiumefreddo Charles A. Fiumefreddo
Michael E. Nugent Edwin J. Garn
Philip J. Purcell John R. Haire
Wayne E. Hedien
Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
</TABLE>
Seven of the current nine Trustees/Directors (Michael Bozic, Edwin J.
Garn, John R. Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent and
John L. Schroeder) are "Independent Trustees" or "Independent Directors," that
is, Trustees or Directors who are not "interested persons" of the Funds, as
that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). The other two current Trustees/Directors, Charles A. Fiumefreddo
and Philip J. Purcell, are "interested persons" (as that term is defined in the
1940 Act) of the Funds and MSDW Advisors and thus, are not Independent Trustees
or Independent Directors. The nominees for election as Trustee or Director have
been proposed by the Trustees or Directors now serving, or in the case of the
nominees for positions as Trustee/Director, by the Independent Trustees or
Independent Directors now serving. All of the members of the Boards currently
serving have been elected previously by the Shareholders of the Funds.
The nominees of the Board of Trustees/Directors for election as
Trustee/Director are listed below. It is the intention of the persons named in
the enclosed form of proxy, unless instructed by proxy to withhold authority to
vote for the nominees, to vote all validly executed proxies for the election of
these nominees: for DWGIT, HIAT II and MIOT--Edwin J. Garn, John R. Haire,
Michael E. Nugent and Philip J. Purcell; for HIAT-- Michael Bozic and Charles
A. Fiumefreddo; for ICIS--Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn,
John R. Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent, Philip J.
Purcell and John L. Schroeder. Should the nominees become unable or unwilling
to accept nomination or election, the persons named in the proxy will exercise
their voting power in favor of such person or persons as the Boards may
recommend or, in the case of an Independent Trustee/Director nominee, as the
Independent Trustees/Directors of each Fund may recommend. All of the nominees
have consented to being named in this Proxy Statement and to serve if elected.
The Funds know of no reason why any of the said nominees would be unable or
unwilling to accept nomination or election. With respect to each Fund, the
election of each Trustee/Director requires the approval of a majority of the
shares of the Fund represented and entitled to vote at the Meeting.
4
<PAGE>
Pursuant to the provisions of the Declaration of Trust of each of DWGIT,
HIAT, HIAT II, and MIOT, in certain cases as amended, the Trustees are divided
into three separate classes, each class having a term of three years. The term
of office of one of each of the three classes will expire each year.
The Boards of DWGIT, HIAT, HIAT II and MIOT previously determined that any
nominee for election as Trustee for each Fund will stand for election as
Trustee and serve as Trustee in one of the three classes of Trustees as
follows: Class I--Messrs. Bozic and Fiumefreddo; Class II--Messrs. Hedien,
Johnson and Schroeder; and Class III--Messrs. Garn, Haire, Nugent and Purcell.
Any nominee will, if elected, serve a term of up to approximately three years
running for the period assigned to that class and terminating at the date of
the Annual Meeting of Shareholders so designated by the Boards, or any
adjournments thereof. In accordance with the above, the Trustees in Class III
for DWGIT, HIAT II and MIOT and the Trustees in Class I for HIAT are standing
for election and will, if elected, serve until the year 2001 Annual Meetings
for each Fund as set forth above, or until their successors shall have been
elected and qualified. As a consequence of this method of election, the
replacement of a majority of each of the Boards could be delayed for up to two
years.
Pursuant to the provisions of the Articles of Incorporation of ICIS, the
terms of office of each Director will expire each year. Therefore, all of the
Directors of the Fund, if elected, will serve until the 1999 Annual Meeting of
ICIS, or until their successors shall have been elected and qualified.
The following information regarding the nominees for election as
Trustee/Director, and each of the other members of the Boards, includes his
principal occupations and employment for at least the last five years, his age,
shares of each Fund owned, if any, as of October 28, 1998 (shown in
parentheses), positions with the Funds, and directorships or trusteeships in
companies which file periodic reports with the Securities and Exchange
Commission, including the 85 investment companies, including the Funds, for
which MSDW Advisors serves as investment manager or investment adviser
(referred to herein as the "Morgan Stanley Dean Witter Funds") and the 11
investment companies for which MSDW Advisor's wholly-owned subsidiary, MSDW
Services, serves as manager and TCW Funds Management, Inc. serves as investment
adviser (referred to herein as the "TCW/DW Funds").
The respective nominees for Trustee/Director to be elected at the Meetings
of DWGIT, HIAT, HIAT II, ICIS and MIOT as set forth above are:
MICHAEL BOZIC, Trustee/Director of each Fund since April, 1994; age 57;
Chairman and Chief Executive Officer of Levitz Furniture Corporation (since
November, 1995); Director or Trustee of the Morgan Stanley Dean Witter Funds;
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/Director of each Trust since July, 1991;
age 65, Chairman, Director or Trustee, President and Chief Executive Officer of
the Morgan Stanley Dean Witter Funds; Chairman, Chief Executive Officer and
Trustee of the TCW/DW Funds; formerly Chairman, Chief Executive Officer and
Director of MSDW Advisors, MSDW Services and Morgan Stanley Dean Witter
Distributors Inc. ("MSDW Distributors"), Executive Vice President and Director
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/Director of each Fund since January,
1993; age 66; Director or Trustee of the Morgan Stanley Dean Witter Funds;
formerly United States Senator (R-Utah) (1974-1992) and Chairman, Senate
Banking Committee (1980-1986); formerly Mayor of Salt Lake City, Utah
(1971-1974);
5
<PAGE>
formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985); Vice Chairman,
Huntsman Corporation; Director of Franklin Covey (time management systems),
John Alden Financial Corp. (health insurance), United Space Alliance (joint
venture between Lockheed Martin and Boeing Company) and Nuskin Asia Pacific
(multilevel marketing); member of the board of various civic and charitable
organizations.
JOHN R. HAIRE*, age 73; Chairman of the Audit Committee and Director or
Trustee of the Morgan Stanley Dean Witter Funds; Chairman of the Audit
Committee and Trustee of the TCW/DW Funds; formerly Chairman of the Independent
Directors or Trustees of the Morgan Stanley Dean Witter Funds and the TCW/DW
Funds (until June, 1998); formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation, an
investment adviser (1964-1978).
WAYNE E. HEDIEN, Trustee/Director of each Fund since September, 1997; age
64; Retired; Director or Trustee of the Morgan Stanley Dean Witter Funds;
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/Director of each Fund since July, 1991; age 49;
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; Director or Trustee of the Morgan Stanley Dean Witter
Funds; Trustee of the TCW/DW Funds; Director of NASDAQ; Director of Greenwich
Capital Markets, Inc. (broker-dealer) and NVR Inc. (home construction);
Chairman and Trustee of the Financial Accounting Foundation (oversight
organization for the Financial Accounting Standards Board); formerly Vice
Chairman of the Board of Governors of the Federal Reserve System (1986-1990)
and Assistant Secretary of the U.S. Treasury (1982-1986).
MICHAEL E. NUGENT, Trustee/Director of each Fund since July, 1991; age 62;
General Partner, Triumph Capital, L.P., a private investment partnership;
Director or Trustee of the Morgan Stanley Dean Witter Funds; Trustee of the
TCW/DW Funds; formerly Vice President, Bankers Trust Company and BT Capital
Corporation (1984-1988); director of various business organizations.
PHILIP J. PURCELL, Trustee/Director of each Fund since April, 1994; age
55; Chairman of the Board of Directors and Chief Executive Officer of MSDW, DWR
and Novus Credit Services Inc.; Director of MSDW Distributors; Director or
Trustee of the Morgan Stanley Dean Witter Funds; Director and/or officer of
various MSDW subsidiaries.
JOHN L. SCHROEDER, Trustee/Director of each Fund since April, 1994; age
68; Retired; Director or Trustee of the Morgan Stanley Dean Witter Funds;
Trustee of the TCW/DW Funds; Director of Citizens Utilities Company; formerly
Executive Vice President and Chief Investment Officer of the Home Insurance
Company (August, 1991-September, 1995).
The executive officers of each Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Mitchell M. Merin, Vice President; Robert M.
Scanlan, Vice President; Ronald E. Robison, Vice President; Robert S.
Giambrone, Vice President; Joseph J. McAlinden, Vice President and Thomas F.
Caloia, Treasurer; and with respect to the individual Funds, the other
executive officers are as follows: DWGIT--Rajesh K. Gupta, Vice President;
Peter M. Avelar, Vice President; Jonathan R. Page, Vice President; James F.
Willison, Vice President; HIAT and HIAT II--Peter M. Avelar, Vice President;
Jonathan R. Page, Vice President; James F. Willison, Vice President;
ICIS--Rochelle G. Siegel, Vice President; Peter M. Avelar, Vice President;
Kevin Hurley, Vice President; Jonathan R. Page, Vice President; James F.
Willison, Vice President;
- ----------
* Trustee of DWGIT since January, 1988; of HIAT since July, 1987; of HIAT II
since August, 1988; of MIOT since January, 1988; Director of ICIS since
January, 1983.
6
<PAGE>
MIOT--James F. Willison, Vice President; Joseph R. Arcieri, Vice President;
Gerard J. Lian, Vice President; Katherine H. Stromberg, Vice President. In
addition, Frank Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D. McInnis,
Carsten Otto and Ruth Rossi serve as Assistant Secretaries of each Fund.
Mr. Fink is 43 years old and is currently Senior Vice President (since
March, 1997), Secretary and General Counsel (since February, 1997) and Director
(since July, 1998) of MSDW Advisors and MSDW Services and (since August, 1996)
Assistant Secretary of DWR; he is also Senior Vice President (since March,
1997), Assistant Secretary and Assistant General Counsel of MSDW Distributors
(since February, 1997). He was previously Vice President, Assistant Secretary
and Assistant General Counsel of MSDW Advisors and MSDW Services. Mr. Merin is
45 years old and is currently President, Chief Executive Officer and Director
of MSDW Advisors and MSDW Services, Chairman and Director of MSDW Distributors
and MSDW Trust and Director of MSDW Trust, Executive Vice President and
Director of DWR, Director of SPS Transaction Services, Inc. and various other
MSDW subsidiaries. Mr. Scanlan is 62 years old and is currently President,
Chief Operating Officer and Director of MSDW Advisors and MSDW Services; he is
also Executive Vice President of MSDW Distributors and Executive Vice President
and Director of MSDW Trust. He was previously Executive Vice President of MSDW
Advisors. Mr. Robison is 59 years old and is currently Executive Vice President
and Chief Administrative Officer of MSDW Advisors and MSDW Services (since
September 1998); prior thereto he was a Managing Director of the TCW Group,
Inc. Mr. Giambrone is 44 years old and is currently Senior Vice President of
MSDW Advisors, MSDW Services, MSDW Distributors and MSDW Trust (since August,
1995) and Director of MSDW Trust (since April, 1996). He was formerly a partner
of KPMG Peat Marwick, LLP. Mr. McAlinden is 55 years old and is currently
Executive Vice President and Chief Investment Officer of MSDW Advisors (since
April, 1996) and Director of MSDW Trust (since April, 1996). He was previously
Senior Vice President of MSDW Advisors (June, 1995-April, 1996). He was
formerly a Managing Director at Dillon Read. Mr. Caloia is 52 years old and is
currently First Vice President and Assistant Treasurer of MSDW Advisors and
MSDW Services. Mr. Gupta is 38 years old and is currently Senior Vice President
of MSDW Advisors. Mr. Avelar is 40 years old and is currently Senior Vice
President of MSDW Advisors. Mr. Page is 52 years old and is currently Senior
Vice President of MSDW Advisors. Mr. Willison is 55 years old and is currently
Senior Vice President of MSDW Advisors. Ms. Siegel is 50 years old and
currently Senior Vice President of MSDW Advisors. Mr. Hurley is 52 years old
and currently Senior Vice President of MSDW Advisors (since February, 1995). He
was formerly a Managing Director at Ark Asset Management. Mr. Arcieri is 50
years old and is currently Vice President of MSDW Advisors. Mr. Lian is 43
years old and is currently Vice President of MSDW Advisors. Ms. Stromberg is 50
years old and is currently Vice President of MSDW Advisors. Other than Messrs.
Robison, Giambrone, McAlinden and Hurley, each of the above officers has been
an employee of MSDW Advisors or its affiliates for over five years.
THE BOARD OF TRUSTEES/DIRECTORS, THE INDEPENDENT TRUSTEES/DIRECTORS, AND THE
COMMITTEES
The Board currently consists of nine (9) Trustees/Directors. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Dean Witter Funds, and are referred to in this section as Trustees. As of the
date of this Proxy Statement, there are a total of 85 Morgan Stanley Dean
Witter Funds, comprised of 121 portfolios. As of September 30, 1998, the Morgan
Stanley Dean Witter Funds had total net assets of approximately $ . billion
and more than six million shareholders.
Seven Trustees (77% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
stock or other securities issued by MSDW Advisors' parent company, MSDW. These
are the "disinterested" or "independent" Trustees. Four of the seven
Independent Trustees are also Independent Trustees of the TCW/DW Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in
7
<PAGE>
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. Indeed, by serving on the Funds' Boards, certain Trustees who
would otherwise be qualified and in demand to serve on bank boards would be
prohibited by law from doing so.
All of the Independent Trustees serve as members of the Audit Committee.
Three of them also serve as members of the Derivatives Committee. In addition,
three of the Trustees, including two Independent Trustees, serve as members of
the Insurance 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 Funds' independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; reviewing the
independence of the independent accountants; considering the range of audit and
non-audit fees; and reviewing the adequacy of the Fund's system of internal
controls.
The Board of each Fund has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Fund with respect to
derivative investments, if any, made by the Fund.
The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Independent Trustees, the Derivatives Committee and the
Insurance Committee of each Fund during its most recent fiscal year. No Trustee
attended fewer than 75% of the meetings of the Board, the Audit Committee, the
Independent Trustees or the Derivatives Committee held while he served in such
positions.
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
BOARD OF INDEPENDENT AUDIT DERIVATIVES INSURANCE
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- ------------------------------------------ ---------- ---------- ------------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Dean Witter Government Income Trust ...... 9/30/98 1
High Income Advantage Trust .............. 9/30/98 1
High Income Advantage Trust II ........... 7/31/98 0
InterCapital Income Securities Inc. ...... 9/30/98 1
Municipal Income Opportunities Trust ..... 5/31/98 0
</TABLE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley Dean Witter Funds
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement
8
<PAGE>
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/Directors have adopted a policy pursuant to which each
Trustee/Director and/or his or her spouse is required to invest at least
$25,000 in any of the Funds in the Morgan Stanley Dean Witter Funds complex
(and, if applicable, in the TCW/DW Funds complex) on whose boards the
Trustee/Director serves. In addition, the policy contemplates that the
Trustees/Directors will, over time, increase their aggregate investment in the
Funds above the $25,000 minimum requirement. The Trustees/Directors 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/Director is in compliance with the policy.
Any future Trustee/Director will be given a one year period following his or
her election within which to comply with the foregoing. As of September 30,
1998, the total value of the investments by the Trustees/Directors and/or their
spouses in shares of the Morgan Stanley Dean Witter Funds (and, if applicable,
the TCW/DW Funds) was approximately $ million.
As of the record date for these meetings, the aggregate number of shares
of each Fund owned by the Fund's officers and Trustees/Directors as a group was
less than 1 percent of each Fund's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES/DIRECTORS
Each Fund pays each Independent Trustee/Director an annual fee of $800
plus a per meeting fee of $50 for meetings of the Board of Trustees/Directors,
the Independent Trustees/Directors or committees of the Board attended by the
Trustee/Director (each Fund pays the Chairman of the Audit Committee an
additional annual fee of $750). If a Board meeting and a meeting of the
Independent Trustees/Directors or a Committee meeting, or a meeting of the
Independent Trustees/Directors and/or more than one Committee meeting, take
place on a single day, the Trustees/Directors are paid a single meeting fee by
each Fund. Each Fund also reimburses such Trustees/Directors for travel and
other out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees/Directors and officers of the Funds who are or have been
employed by the Investment Manager or an affiliated company receive no
compensation or expense reimbursement from the Funds for their services as
Trustee/Director. Mr. Haire currently serves as Chairman of the Audit
Committee. Prior to June 1, 1998, Mr. Haire also served as Chairman of the
Independent Trustees/Directors, for which services each Fund paid him an
additional annual fee of $1,200.
As of the date of this Proxy Statement, 57 of the Morgan Stanley Dean
Witter Funds, including each of the Funds represented in this Proxy Statement,
have adopted a retirement program under which an Independent Trustee/Director
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/Director referred
to as an "Eligible Trustee/Director") 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/Director is entitled to receive from each Adopting Fund,
commencing as of his or her retirement date and continuing for the remainder of
his or her life, an annual retirement benefit (the "Regular Benefit") equal to
29.41% of his or her Eligible Compensation plus 0.4901667% 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 58.82%
after ten years of service. The
9
<PAGE>
foregoing percentages may be changed by the Board. "Eligible Compensation" is
one-fifth of the total compensation earned by such Eligible Trustee/Director
for service to the Adopting Fund in the five year period prior to the date of
the Eligible Trustee's/Director's retirement. An Eligible Trustee/Director may
elect alternate payments of his or her retirement benefits based upon the
combined life expectancy of such Eligible Trustee/Director and his or her
spouse on the date of such Eligible Trustee's/Director's retirement. The amount
estimated to be payable under this method, through the remainder of the later
of the lives of such Eligible Trustee/Director and spouse, will be the
actuarial equivalent of the Regular Benefit. In addition, the Eligible
Trustee/Director may elect that the surviving spouse's periodic payment of
benefits will be equal to either 50% or 100% of the previous periodic amount,
an election that, respectively, increases or decreases the previous periodic
amount so that the resulting payments will be the actuarial equivalent of the
Regular Benefit. Benefits under the retirement program are not secured or
funded by the Adopting Funds.
The following tables illustrate the compensation paid to each Fund's
Independent Trustees/Directors by each Fund for its last fiscal year, and the
retirement benefits accrued to each Fund's Independent Trustees/ Directors by
the Fund for its last fiscal year and the estimated retirement benefits for the
Fund's Independent Trustees/Directors, to commence upon their retirement, as of
the end of the Fund's last fiscal year.
DEAN WITTER GOVERNMENT INCOME TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
NAME OF INDEPENDENT COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ------------------------------- --------------- --------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. 1,500 408 10 58.82% 1,029
Edwin J. Garn ................. 1,650 614 10 58.82 1,029
John R. Haire ................. 2,900 (43)(2) 10 58.82 2,418
Wayne E. Hedien ............... 1,932 589 9 50.00 875
Dr. Manuel H. Johnson ......... 1,600 248 10 58.82 1,029
Michael E. Nugent ............. 1,650 435 10 58.82 1,029
John L. Schroeder ............. 1,650 816 8 49.02 861
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
(2) This number reflects the extension of Mr. Haire's term as Trustee until
May 1, 1999.
HIGH INCOME ADVANTAGE TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ------------------------------- --------------- --------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. 1,500 408 10 58.82% 1,029
Edwin J. Garn ................. 1,650 614 10 58.82 1,029
John R. Haire ................. 2,900 (43)(2) 10 58.82 2,418
Wayne E. Hedien ............... 1,932 589 9 50.00 875
Dr. Manuel H. Johnson ......... 1,600 248 10 58.82 1,029
Michael E. Nugent ............. 1,650 435 10 58.82 1,029
John L. Schroeder ............. 1,650 816 8 49.02 861
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
(2) This number reflects the extension of Mr. Haire's term as Trustee until
May 1, 1999.
10
<PAGE>
HIGH INCOME ADVANTAGE TRUST II
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ------------------------------- --------------- --------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,550 $ 399 10 58.82% 1,029
Edwin J. Garn ................. 1,700 595 10 58.82 1,029
John R. Haire ................. 3,250 (224)(2) 10 58.82 2,418
Wayne E. Hedien ............... 1,632 458 9 50.00 875
Dr. Manuel H. Johnson ......... 1,650 243 10 58.82 1,029
Michael E. Nugent ............. 1,700 423 10 58.82 1,029
John L. Schroeder ............. 1,700 792 8 49.02 861
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
(2) This number reflects the extension of Mr. Haire's term as Trustee until
May 1, 1999.
INTERCAPITAL INCOME SECURITIES INC.
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT DIRECTOR FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ------------------------------- --------------- --------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. 1,500 408 10 58.82% 1,029
Edwin J. Garn ................. 1,650 614 10 58.82 1,029
John R. Haire ................. 2,900 (43) 10 58.82 2,418
Wayne E. Hedien ............... 1,932 589 9 50.00 875
Dr. Manuel H. Johnson ......... 1,600 248 10 58.82 1,029
Michael E. Nugent ............. 1,650 435 10 58.82 1,029
John L. Schroeder ............. 1,650 816 8 49.02 861
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Director's elections described in the discussion
of the retirement program above.
(2) This number reflects the extension of Mr. Haire's term as Director until
May 1, 1999.
MUNICIPAL INCOME OPPORTUNITIES TRUST
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ------------------------------- --------------- --------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ................. $1,600 $ 369 10 58.82% 971
Edwin J. Garn ................. 1,750 539 10 58.82 971
John R. Haire ................. 3,600 (375)(2) 10 58.82 2,389
Wayne E. Hedien ............... 1,282 309 9 50.00 825
Dr. Manuel H. Johnson ......... 1,700 222 10 58.82 971
Michael E. Nugent ............. 1,750 382 10 58.82 971
John L. Schroeder ............. 1,800 728 8 49.02 815
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies dependingon the Trustee's elections described in the discussion of
the retirement program above.
(2) This number reflects the extension of Mr. Haire's term as Trustee until
May 1, 1999.
11
<PAGE>
The following table illustrates the compensation paid to the Independent
Trustees/Directors of the Funds for the calendar year ended December 31, 1997
for services to the 84 Morgan Stanley Dean Witter Funds and, in the case of
Messrs. Haire, Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in
operation at December 31, 1997. Mr. Haire serves as Chairman of the Audit
Committee of each Morgan Stanley Dean Witter Fund and each TCW/DW Fund and,
prior to June 1, 1998, also served as Chairman of the Independent Directors or
Trustees of those Funds. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Morgan Stanley Dean Witter Money Market
Funds. Mr. Hedien's term as Director or Trustee of each Morgan Stanley Dean
Witter Fund commenced on September 1, 1997.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
INDEPENDENT FOR SERVICE AS TOTAL CASH
FOR SERVICE DIRECTORS/ CHAIRMAN OF COMPENSATION
AS DIRECTOR OR FOR SERVICE AS TRUSTEES AND INDEPENDENT FOR SERVICES TO
TRUSTEE AND TRUSTEE AND AUDIT TRUSTEES 84 MORGAN STANLEY
NAME OF COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 84 AND AUDIT DEAN WITTER
INDEPENDENT TRUSTEES/ OF 84 MORGAN STANLEY OF 14 TCW/DW MORGAN STANLEY COMMITTEES OF 14 FUNDS AND 14
DIRECTORS DEAN WITTER FUNDS FUNDS DEAN WITTER FUNDS TCW/DW FUNDS TCW/DW FUNDS
- --------------------------- ---------------------- ------------------ ------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ............. $133,602 -- -- -- $133,602
Edwin J. Garn ............. 149,702 -- -- -- 149,702
John R. Haire ............. 149,702 $73,725 $157,463 $25,350 406,240
Wayne E. Hedien ........... 39,010 -- -- -- 39,010
Dr. Manuel H. Johnson 145,702 71,125 -- -- 216,827
Michael E. Nugent ......... 149,702 73,725 -- -- 223,427
John L. Schroeder ......... 149,702 73,725 -- -- 223,427
</TABLE>
The following table illustrates the retirement benefits accrued to the
Independent Trustees/Directors of the Funds by the 57 Morgan Stanley Dean
Witter Funds (including each of the Funds represented in this proxy statement)
for the year ended December 31, 1997, and the estimated retirement benefits for
each Fund's Independent Trustees/Directors, to commence upon their retirement,
from the 57 Dean Witter Funds as of December 31, 1997.
RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
ESTIMATED ESTIMATE ANNUAL
CREDITED YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
NAME OF INDEPENDENT TRUSTEES/ AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
DIRECTORS (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ------------------------------- ---------------- -------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic ................. 10 58.82% $ 20,499 $ 55,026
Edwin J. Garn ................. 10 58.82 30,878 55,026
John R. Haire ................. 10 58.82 (19,823)(2) 132,002
Wayne E. Hedien ............... 9 50.00 0 46,772
Dr. Manuel H. Johnson ......... 10 58.82 12,832 55,026
Michael E. Nugent ............. 10 58.82 22,546 55,026
John L. Schroeder ............. 8 49.02 39,350 46,123
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
(2) This number reflects the effect of the extension of Mr. Haire's term as
Director or Trustee until May 1, 1999.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES/DIRECTORS NOMINATED
FOR ELECTION.
12
<PAGE>
THE INVESTMENT MANAGER OR INVESTMENT ADVISER AND THE INVESTMENT MANAGEMENT
(ADVISORY) AGREEMENTS
MSDW Advisors currently serves as investment manager or investment adviser
of each Fund pursuant to an investment management agreement or investment
advisory agreement entered into by each Fund and MSDW Advisors dated May 31,
1997 (each, an "Agreement" and collectively, the "Agreements"), which took
effect upon the consummation of the merger of Dean Witter, Discover & Co. with
Morgan Stanley Group Inc. The Agreements were approved by the Board of
Trustees/Directors on February 21, 1997, and by the shareholders of each Fund
at a Special Meeting of Shareholders held on May 20, 1997. The Agreements
supersede earlier management and advisory agreements originally entered into by
the Funds and MSDW Advisors and are identical in all material respects,
including fees payable by a Fund thereunder, to the earlier management and
advisory agreements, except for dates of effectiveness and termination.
THE INVESTMENT MANAGEMENT AGREEMENTS
Each Agreement of DWGIT, HIAT, HIAT II and ICIS (in this section, each
"Fund" refers to each of DWGIT, HIAT, HIAT II and ICIS) provides that MSDW
Advisors shall obtain and evaluate such information and advice relating to the
economy and securities and commodity markets as it deems necessary or useful to
discharge its duties under the respective Agreements, and that it shall
continuously supervise the management of the assets of each Fund in a manner
consistent with the investment objectives and policies of that Fund and subject
to such other limitations and directions as the Board of the Fund may, from
time to time, prescribe.
MSDW Advisors pays the compensation of the officers of each Fund who are
also directors, officers or employees of the Investment Manager and provides
the Fund with office space and equipment, and clerical and bookkeeping services
and telephone service, heat, light, power and other utilities. MSDW Advisors
also pays for the services of personnel in connection with the pricing of the
Fund's shares and the preparation of prospectuses, proxy statements and reports
required to be filed with federal and state securities commissions (except
insofar as the participation or assistance of independent accountants and
attorneys is, in the opinion of MSDW Advisors, necessary or desirable). In
return for its services and the expenses MSDW Advisors assumes under the
Agreements, each Fund pays MSDW Advisors compensation which is computed and
accrued weekly and payable monthly and which is determined by applying the
following annual rate to each Fund's average weekly net assets as set forth in
the table below:
<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO MSDW ADVISORS NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- --------------- ------------------------------------------------- ------------- -------------------- ---------------
<S> <C> <C> <C> <C>
DWGIT ......... 0.60% to the Fund's average weekly net assets 9/30/98 $2,538,648 $423,030,116
HIAT .......... 0.75% to the Fund's average weekly net assets 9/30/98 $1,121,550 $133,221,797
not exceeding $250 million; 0.60% to the portion
of average weekly net assets exceeding $250
million and not exceeding $500 million; 0.50% to
the portion of average weekly net assets
exceeding $500 million and not exceeding $750
million; 0.40% to the portion of average weekly
net assets exceeding $750 million and not
exceeding $1 billion; 0.30% to the portion of
average weekly net assets exceeding $1 billion
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO MSDW ADVISORS NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- ----------------- ---------------------------------------------------- ------------- -------------------- ---------------
<S> <C> <C> <C> <C>
HIAT II ......... 0.75% to the Fund's average weekly net assets 7/31/98 $1,521,874 $198,071,841
not exceeding $250 million; 0.60% to the portion
of average weekly net assets exceeding $250
million and not exceeding $500 million; 0.50% to
the portion of average weekly net assets
exceeding $500 million and not exceeding $750
million; 0.40% to the portion of average weekly
net assets exceeding $750 million and not
exceeding $1 billion; 0.30% to the portion of
average weekly net assets exceeding $1 billion
ICIS ............ 1/2 of 1% to the Fund's average weekly net assets 9/30/98 $1,116,965 $225,582,634
</TABLE>
Under the Agreements, each Fund is obligated to bear all of the costs and
expenses of its operation, except those specifically assumed by MSDW Advisors,
including, without limitation: charges and expenses of any registrar, custodian
or depository appointed by the Fund for the safekeeping of its cash, portfolio
securities or commodities and other property, and any stock transfer or
dividend agent or agents appointed by the Fund; brokers' commissions chargeable
to the Fund in connection with portfolio securities transactions to which the
Fund is a party; all taxes, including securities or commodities issuance and
transfer taxes, and corporate fees payable by the Fund to federal, state or
other governmental agencies; costs and expenses of engraving or printing of
certificates representing shares of the Fund; all costs and expenses in
connection with registration and maintenance of registration of the Fund and of
its shares with the Securities and Exchange Commission and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel); the cost and expense of printing, including typesetting, and
distributing prospectuses of the Fund to its Shareholders; all expenses of
Shareholders' and Trustees'/Directors' meetings and of preparing, printing and
mailing proxy statements and reports to Shareholders; fees and travel expenses
of Trustees/Directors or members of any advisory board or committee who are not
employees of MSDW Advisors or any corporate affiliate of MSDW Advisors; all
expenses incident to the payment of any dividend, distribution, withdrawal or
redemption, whether in shares or in cash; charges and expenses of any outside
service used for the pricing of the Fund's shares; charges and expenses of
legal counsel, including counsel to the Independent Trustees/Directors of the
Fund, and independent accountants in connection with any matter relating to the
Fund (not including compensation or expenses of attorneys employed by MSDW
Advisors); association dues; interest payable on the Fund's borrowings; fees
and expenses incident to the listing of the Fund's shares on any stock
exchange; postage; insurance premiums on property or personnel (including
officers and Trustees/Directors) of the Fund which inure to its benefit; and
extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of MSDW Advisor's operations unless otherwise
explicitly provided in the respective Agreements.
The administrative services called for under the Agreements of DWGIT,
HIAT, HIAT II and ICIS are performed by MSDW Services, a wholly-owned
subsidiary of MSDW Advisors, pursuant to a Services Agreement between MSDW
Advisors and MSDW Services.
THE INVESTMENT ADVISORY AGREEMENT
The Agreement of MIOT (in this section, "Fund" refers to MIOT) provides
that MSDW Advisors shall continuously manage the assets of the Fund in a manner
consistent with that Fund's investment objective.
14
<PAGE>
MSDW Advisors shall obtain and evaluate such information and advice relating to
the economy, securities markets and specific securities as it considers
necessary or useful to continuously manage the assets of the Fund in a manner
consistent with its investment objectives and policies. In addition, MSDW
Advisors pays the compensation of the officers of the Fund who are also
directors, officers or employees of the Investment Adviser. MSDW Advisors has
authority to place orders for the purchase and sale of portfolio securities on
behalf of the Fund without prior approval of its Board.
In return for its investment services and the expenses which MSDW Advisors
assumes under the Agreement, the Fund pays MSDW Advisors compensation which is
computed and accrued weekly and payable monthly and which is determined by
applying the following annual rate to the Fund's average weekly net assets as
set forth in the table below:
<TABLE>
<CAPTION>
ADVISORY FEES PAID
TO MSDW ADVISORS NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND ADVISORY FEE RATE YEAR END FISCAL YEAR YEAR END
- ------- ----------------------------------------------- ------------- -------------------- ---------------
<S> <C> <C> <C> <C>
MIOT .. 0.50% to the Fund's average weekly net assets 5/31/98 $913,726 $185,495,538
</TABLE>
Under the Agreement, the Fund is obligated to bear all of the costs and
expenses of its operation, except those specifically assumed by MSDW Advisors,
including, without limitation: charges and expenses of any registrar, custodian
or depository appointed by the Fund for the safekeeping of its cash, portfolio
securities or commodities and other property, and any stock transfer or
dividend agent or agents appointed by the Fund; brokers' commissions chargeable
to the Fund in connection with portfolio securities transactions to which the
Fund is a party; all taxes, including securities or commodities issuance and
transfer taxes, and fees payable by the Fund to Federal, state or other
governmental agencies; costs and expenses of engraving or printing of
certificates representing shares of the Fund; all costs and expenses in
connection with registration and maintenance of registration of the Fund and of
its shares with the Securities and Exchange Commission and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel and the costs and expenses of preparation, printing, including
typesetting, and distributing prospectuses for such purposes); all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees of
the Administrator or MSDW Advisors or any of their corporate affiliates; all
expenses incident to the payment of any dividend or distribution program;
charges and expenses of any outside pricing services; charges and expenses of
legal counsel, including counsel to the Independent Trustees of the Fund, and
independent accountants in connection with any matter relating to the Fund (not
including compensation or expenses of attorneys employed by the Administrator
or MSDW Advisors); membership dues of industry associations; interest payable
on Fund borrowings; fees and expenses incident to the listing of the Fund's
shares on any stock exchange; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and all
other charges and costs of the Fund's operations unless otherwise explicitly
provided in the Agreement.
The Agreement of each Fund (DWGIT, HIAT, HIAT II, ICIS and MIOT), dated
May 31, 1997, was initially approved by the Board of Trustees/Directors of each
respective Fund, including a majority of the Independent Trustees/Directors, by
vote cast in person at meetings of the Boards held on February 21, 1997 called
for the purpose of voting on the Agreements. The Shareholders of each Fund
approved the respective Agreements at their respective Special Meeting of
Shareholders held on May 20, 1997.
The Agreements will continue in effect for an initial term ending April
30, 1999 and will continue in effect from year to year thereafter provided that
each such continuance is approved by the vote of a majority, as
15
<PAGE>
defined by the 1940 Act, of the outstanding voting securities of the Fund or by
the Trustees/Directors of the Fund, and, in either event, by the vote cast in
person by a majority of the Independent Trustees/Directors at a meeting called
for the purpose of voting on such approval.
Each Agreement also provides that it may be terminated at any time by MSDW
Advisors, the Trustees/Directors or by a vote of a majority of the outstanding
voting securities of the applicable Fund, in each instance without the payment
of any penalty, on thirty days' notice and provides for its automatic
termination in the event of its assignment.
THE INVESTMENT MANAGER OR INVESTMENT ADVISER
Morgan Stanley Dean Witter Advisors Inc. is each Fund's investment manager
or investment adviser. MSDW Advisors maintains its offices at Two World Trade
Center, New York, New York 10048. MSDW Advisors, which was incorporated in
July, 1992 under the name Dean Witter InterCapital Inc., changed its name to
Morgan Stanley Dean Witter Advisors on June 22, 1998. MSDW Advisors is a
wholly-owned subsidiary of MSDW, a preeminent global securities firm that
maintains leading market positions in each of its three primary
businesses--securities, asset management and credit services.
The Principal Executive Officer and Directors of MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Robert M. Scanlan,
President and Chief Operating Officer and Barry Fink, Senior Vice President,
Secretary and General Counsel. The principal occupations of Messrs. Merin,
Scanlan and Fink are described in the preceding paragraph under the section
"Election of Trustees/Directors." The business address of the Executive Officer
and other Directors is Two World Trade Center, New York, New York 10048.
MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW involving material amounts which, in the
opinion of its management, will be resolved with no material effect on the
consolidated financial position of the company.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors. The Appendix lists the investment companies for which
MSDW Advisors provides investment management or investment advisory services
and which have similar investment objectives to those of the Funds listed in
this Proxy Statement and sets forth the fees payable to MSDW Advisors by such
companies, including the Funds, and their net assets as of October 28, 1998.
MSDW Advisor's wholly-owned subsidiary, MSDW Services, pursuant to an
Administration Agreement with MIOT, serves as the Administrator of MIOT and
receives from the Fund compensation which is computed and accrued weekly and
payable monthly and which is determined by applying the annual rate of 0.30% to
the Fund's average weekly net assets. During the fiscal year ended May 31, 1998
for MIOT, the Fund accrued to MSDW Services administrative fees of $579,262.
During the fiscal year ended September 30, 1998 for DWGIT, September 30,
1998 for HIAT, July 31, 1998 for HIAT II, September 30, 1998 for ICIS, and May
31, 1998 for MIOT, each Fund accrued to MSDW Trust, each Fund's Transfer Agent
and an affiliate of MSDW Advisors, transfer agency fees of $180,602, $127,938,
$143,891, $157,698 and $72,567, respectively.
AFFILIATED BROKER
Because DWR, Morgan Stanley & Co. Incorporated and MSDW Advisors are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Funds. During each of their respective last fiscal
years, the Funds paid no brokerage commissions to DWR or Morgan Stanley & Co.
Incorporated.
16
<PAGE>
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees/Directors of each Fund have unanimously selected the firm of
PricewaterhouseCoopers LLP as each Fund's independent accountants for the
fiscal years ending September 30, 1999 for DWGIT, HIAT and ICIS; for the fiscal
year ending July 31, 1999 for HIAT II; and for the fiscal year ending May 31,
1999 for MIOT. Its selection is being submitted for ratification or rejection
by Shareholders of each Fund at the Meetings. PricewaterhouseCoopers LLP has
been the independent accountants for each Fund since its inception, and has no
direct or indirect financial interest in any of the Funds.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the Meetings and will be available to respond to appropriate questions of
Shareholders.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of PricewaterhouseCoopers LLP as the independent
accountants for each respective Fund.
THE TRUSTEES/DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMEND THAT THE
SHAREHOLDERS RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT ACCOUNTANTS.
(3) APPROVAL OR DISAPPROVAL OF CHANGE OF NAME OF
INTERCAPITAL INCOME SECURITIES INC.
TO MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC.
The management of MSDW Advisors has recommended to the Board of Directors
of the Fund that the name of the Fund be changed to "Morgan Stanley Dean Witter
Income Securities Inc." in view of recent changes, including the consummation
of the merger of Dean Witter, Discover & Co. with Morgan Stanley Group Inc. on
May 31, 1997, the name change of the Investment Manager, Dean Witter
InterCapital Inc. to Morgan Stanley Dean Witter Advisors Inc. on June 22, 1998,
and the recent and forthcoming name changes of most of the Morgan Stanley Dean
Witter Funds to include the brand name of "Morgan Stanley Dean Witter." The
Board of Directors and the Fund's management believe that changing the Fund's
name to "Morgan Stanley Dean Witter Income Securities Inc." would reflect more
accurately the association with MSDW Advisors and MSDW, the parent company of
MSDW Advisors and that a continuation of the name InterCapital may lead to
confusion with respect to the relationship between the Fund, the Investment
Manager and other Morgan Stanley Dean Witter Funds.
The Board of Directors has considered the proposal and believes it to be
in the best interest of the Fund and its stockholders to change the name of the
Fund to "Morgan Stanley Dean Witter Income Securities Inc." To effect such a
change, it is necessary to amend the Fund's Articles of Incorporation, which
requires the approval of stockholders. The favorable vote of the holders of a
majority of the outstanding shares of the Fund is required to approve the
proposed amendment.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE FUND TO "MORGAN STANLEY DEAN WITTER
INCOME SECURITIES INC."
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Fund is not obtained at the
Meetings, the persons named as proxies may propose one or more adjournments of
the Meeting of the applicable Fund for a total of not more than 60 days in the
aggregate to
17
<PAGE>
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the applicable Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which have been received by the
date of the Meeting.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting of any Fund for purposes of determining whether a
particular proposal to be voted upon has been approved. Broker "non-votes" are
shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received, as set forth
in each Fund's previous proxy statement, by no later than July 7, 1999 for
DWGIT, HIAT, HIAT II, ICIS and MIOT, for inclusion in the proxy statement for
each respective Fund's next Annual Meeting. The mere submission of a proposal
does not guarantee its inclusion in the proxy materials or its presentation at
the meeting. Certain rules under the federal securities laws must be met.
REPORTS TO SHAREHOLDERS
EACH FUND'S MOST RECENT ANNUAL REPORT, AND IN THE CASE OF DWGIT, HIAT AND
ICIS, THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT,
PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS AND ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM ADRIENNE RYAN-PINTO 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/Directors or Officers of the Funds, may be deemed to have an interest
in certain of the proposals described in this Proxy Statement to the extent
that certain of such companies and their affiliates have contractual and other
arrangements, described elsewhere in this Proxy Statement, pursuant to which
they are paid fees by the Funds, and certain of those individuals are
compensated for performing services relating to the Funds and may also own
shares of MSDW. Such companies and persons may thus be deemed to derive
benefits from the approvals by Shareholders of such proposals.
OTHER BUSINESS
The management of the Funds knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly come
before the Meetings, it is the intention of the persons named in the enclosed
form of proxy to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.
By Order of the Boards of Trustees/Directors
BARRY FINK
Secretary
18
<PAGE>
APPENDIX
MSDW Advisors serves as investment manager to DWGIT, HIAT, HIAT II and
ICIS and the other investment companies listed below which have similar
investment objectives to those of DWGIT, HIAT, HIAT II and ICIS. Set forth
below is a chart showing the net assets of each such investment company as of
October 28, 1998 and the investment management fees rate(s) applicable to such
investment company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 10/28/98 NET ASSETS
---------------- --------------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER HIGH
YIELD SECURITIES INC.* ......................... $ 0.50% on assets up to $500
million, scaled down at various
asset levels to 0.30% on assets
over $3 billion
2. MORGAN STANLEY DEAN WITTER U.S.
GOVERNMENT SECURITIES TRUST* ................... $ 0.50% on assets up to $1 billion,
scaled down at various asset
levels to 0.30% on assets over
$12.5 billion
3. MORGAN STANLEY DEAN WITTER
CONVERTIBLE SECURITIES TRUST* .................. $ 0.60% on assets up to $750
million, scaled down at various
asset levels to 0.425% on assets
over $3 billion
4. MORGAN STANLEY DEAN WITTER FEDERAL
SECURITIES TRUST* .............................. $ 0.55% on assets up to $1 billion,
scaled down at various asset
levels to 0.35% on assets over
$12.5 billion
5. INTERCAPITAL INCOME SECURITIES INC.** .......... $ 0.50%
6. HIGH INCOME ADVANTAGE TRUST** .................. $ 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
7. HIGH INCOME ADVANTAGE TRUST II** ............... $ 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
8. HIGH INCOME ADVANTAGE TRUST III** .............. $ 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
9. MORGAN STANLEY DEAN WITTER
INTERMEDIATE INCOME SECURITIES* ................ $ 0.60% on assets up to $500
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
10. MORGAN STANLEY DEAN WITTER WORLD
WIDE INCOME TRUST* ............................. $ 0.75% on assets up to $250
million, scaled down at various
asset levels to 0.30% on assets
over $1 billion
11. DEAN WITTER GOVERNMENT INCOME
TRUST** ........................................ $ 0.60%
12. MORGAN STANLEY DEAN WITTER GLOBAL
SHORT-TERM INCOME FUND INC.* ................... $ 0.55% on assets up to $500
million and 0.50% on assets over
$500 million
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 10/28/98 NET ASSETS
---------------- ----------------------------------------
<S> <C> <C>
13. MORGAN STANLEY DEAN WITTER
SHORT-TERM U.S. TREASURY TRUST* ......... $ 0.35%
14. MORGAN STANLEY DEAN WITTER
DIVERSIFIED INCOME TRUST* ............... $ 0.40%
15. MORGAN STANLEY DEAN WITTER
SHORT-TERM BOND FUND* ................... $ 0.70%(1)
16. PRIME INCOME TRUST** .................... $ 0.90% on assets up to $500
million; 0.85% on assets over
$500 million up to $1.5 billion
and 0.825% on assets over
$1.5 billion
17. MORGAN STANLEY DEAN WITTER
BALANCED INCOME FUND* ................... $ 0.60%
18. MORGAN STANLEY DEAN WITTER
VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO ....... $ 0.50% on assets up to $500
million and 0.45% on assets over
$500 million
(b) HIGH YIELD PORTFOLIO ................ $ 0.50% on assets up to $500
million and 0.425% on assets over
$500 million
19. MORGAN STANLEY DEAN WITTER SELECT
DIMENSIONS INVESTMENT SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO ........ $ 0.40%
(b) NORTH AMERICAN GOVERNMENT
SECURITIES PORTFOLIO ................ $ 0.65% (of which 40% is paid to a
Sub-Adviser)
</TABLE>
- ----------
* Open-end investment company.
** Closed-end investment company.
*** Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.
(1) MSDW Advisors has undertaken, through December 31, 1998, to continue to
assume all operating expenses of Morgan Stanley Dean Witter Short-Term
Bond Fund (except for any brokerage fees) and to waive the compensation
provided for in its investment management agreement with that company.
A-2
<PAGE>
MSDW Advisors serves as investment adviser to MIOT and as investment
manager or investment adviser to the other investment companies listed below
which have similar investment objectives to those of MIOT. Set forth below is a
chart showing the net assets of each such investment company as of October 28,
1998 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 10/28/98 OF NET ASSETS
---------------- ---------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
CALIFORNIA TAX-FREE INCOME FUND* ...... $ 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* ................. $ 0.50%
3. MORGAN STANLEY DEAN WITTER
MULTI-STATE MUNICIPAL SERIES TRUST* ... $ 0.35%
4. MORGAN STANLEY DEAN WITTER
NEW YORK TAX-FREE INCOME FUND* ........ $ 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* .......... $ 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
6. INTERCAPITAL CALIFORNIA INSURED
MUNICIPAL INCOME TRUST** .............. $ 0.35%
7. INTERCAPITAL CALIFORNIA QUALITY
MUNICIPAL SECURITIES** ................ $ 0.35%
8. INTERCAPITAL INSURED CALIFORNIA
MUNICIPAL SECURITIES** ................ $ 0.35%
9. INTERCAPITAL INSURED MUNICIPAL BOND
TRUST** ............................... $ 0.35%
10. INTERCAPITAL INSURED MUNICIPAL
INCOME TRUST** ........................ $ 0.35%
11. INTERCAPITAL INSURED MUNICIPAL
SECURITIES** .......................... $ 0.35%
12. INTERCAPITAL INSURED MUNICIPAL
TRUST** ............................... $ 0.35%
13. INTERCAPITAL NEW YORK QUALITY
MUNICIPAL SECURITIES** ................ $ 0.35%
14. INTERCAPITAL QUALITY MUNICIPAL
INCOME TRUST** ........................ $ 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL
INVESTMENT TRUST** .................... $ 0.35%
</TABLE>
A-3
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 10/28/98 OF NET ASSETS
---------------- ----------------------------------
<S> <C> <C>
16. INTERCAPITAL QUALITY MUNICIPAL
SECURITIES** ......................... $ 0.35%
17. MUNICIPAL INCOME TRUST** ............. $ 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
18. MUNICIPAL INCOME TRUST II** .......... $ 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
19. MUNICIPAL INCOME TRUST III** ......... $ 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20. MUNICIPAL INCOME OPPORTUNITIES
TRUST** .............................. $ 0.50%
21. MUNICIPAL INCOME OPPORTUNITIES
TRUST II** ........................... $ 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES
TRUST III** .......................... $ 0.50%
23. MUNICIPAL PREMIUM INCOME TRUST** ..... $ 0.40%
24. MORGAN STANLEY DEAN WITTER SELECT
MUNICIPAL REINVESTMENT FUND*** ....... $ 0.50%
25. MORGAN STANLEY DEAN WITTER HAWAII
MUNICIPAL TRUST*(1) .................. $ 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, until January 1, 1999, to continue to
assume all operating expenses (except for any 12b-1 and brokerage fees)
of Morgan Stanley Dean Witter Hawaii Municipal Trust and to waive the
compensation provided for in its investment management agreement with
that company.
A-4
<PAGE>
DEAN WITTER GOVERNMENT INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, 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 Dean
Witter Government Income Trust on December 17, 1998, at 9:00 a.m., New York
City time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated November , 1998 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 FOR 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>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
---------------------
Please make sure to sign and date this Proxy using black or blue ink.
---------------------------------------------------------------------
---------------------------------------------------------------------
Shareholder sign in the box above
---------------------------------------------------------------------
---------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- ------------------------------------------------------------------------------
PRX 00123 PLEASE DETACH AT PERFORATION
DEAN WITTER GOVERNMENT INCOME TRUST
- -------------------------------------------------------------------------------
IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
- -------------------------------------------------------------------------------
<PAGE>
HIGH INCOME ADVANTAGE TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, 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 High
Income Advantage Trust on December 17, 1998, at 9:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated November , 1998 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 FOR 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>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of two (2) Trustees: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
---------------------
Please make sure to sign and date this Proxy using black or blue ink.
---------------------------------------------------------------------
---------------------------------------------------------------------
Shareholder sign in the box above
---------------------------------------------------------------------
---------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- ------------------------------------------------------------------------------
PRX 00122 PLEASE DETACH AT PERFORATION
HIGH INCOME ADVANTAGE TRUST
IMPORTANT
- ------------------------------------------------------------------------------
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
- ------------------------------------------------------------------------------
<PAGE>
HIGH INCOME ADVANTAGE TRUST II
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, 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 High
Income Advantage Trust II on December 17, 1998, at 9:00 a.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the Notice
of Meeting dated November , 1998 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 FOR 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>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
---------------------
Please make sure to sign and date this Proxy using black or blue ink.
---------------------------------------------------------------------
---------------------------------------------------------------------
Shareholder sign in the box above
---------------------------------------------------------------------
---------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- ------------------------------------------------------------------------------
PRX 116 PLEASE DETACH AT PERFORATION
HIGH INCOME ADVANTAGE TRUST II
IMPORTANT
- ------------------------------------------------------------------------------
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
- ------------------------------------------------------------------------------
<PAGE>
INTERCAPITAL INCOME SECURITIES INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert M. Scanlan, 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 Stockholders of
InterCapital Income Securities Inc. on December 17, 1998, at 9:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated November , 1998 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE DIRECTORS AND FOR PROPOSALS 2 AND 3 SET FORTH ON THE REVERSE
HEREOF AND AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of nine (9) Directors: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Michael Bozic, Charles Fiumefreddo, Edwin J. Garn,
John R. Haire, Wayne E. Hedien, Manuel H. Johnson,
Michael E. Nugent, Philip J. Purcell, 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.
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of Amendment to the Fund's Articles of Incorporation to change the
name of the Fund to "Morgan Stanley Dean Witter Income Securities Inc."
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
---------------------
Please make sure to sign and date this Proxy using black or blue ink.
---------------------------------------------------------------------
---------------------------------------------------------------------
Shareholder sign in the box above
---------------------------------------------------------------------
---------------------------------------------------------------------
Co-Owner (if any) sign in the box above
- ------------------------------------------------------------------------------
PRX 00098 PLEASE DETACH AT PERFORATION
INTERCAPITAL INCOME SECURITIES INC.
- ------------------------------------------------------------------------------
IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
- ------------------------------------------------------------------------------
<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, 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
Municipal Income Opportunities Trust on December 17, 1998, at 9:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated November , 1998 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 FOR 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.
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[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip J. Purcell
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Date
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Please make sure to sign and date this Proxy using black or blue ink.
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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PRX 00118 PLEASE DETACH AT PERFORATION
MUNICIPAL INCOME OPPORTUNITIES TRUST
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IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
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