MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC, DEF 14A, 1999-11-02

MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC
DEF 14A, 1999-11-02

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

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

Check the appropriate box:

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

Morgan Stanley Dean Witter Government Income Trust
Morgan Stanley Dean Witter High Income Advantage Trust
Morgan Stanley Dean Witter High Income Advantage Trust II
Morgan Stanley Dean Witter Income Securities Inc.
Morgan Stanley Dean Witter Municipal Income Opportunities Trust

(Name of Registrants as specified in their charter)

Lou Anne 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:

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2) Aggregate number of securities to which transaction applies:

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

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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:

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[ ] 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST II
MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC.
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

TO BE HELD DECEMBER 21, 1999

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER GOVERNMENT INCOME TRUST, MORGAN STANLEY DEAN WITTER HIGH INCOME
ADVANTAGE TRUST, MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST II,
MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC. and MORGAN STANLEY DEAN
WITTER 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 the Career Development
Room, Sixty-First Floor, Two World Trade Center, New York, New York 10048, on
December 21, 1999 at 11:00 a.m., New York City time, for the following
purposes:

1. For MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST, MORGAN STANLEY
DEAN WITTER HIGH INCOME ADVANTAGE TRUST II and MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST, to elect two (2) Trustees to serve
until the year 2002 Annual Meeting of each Fund; for MORGAN STANLEY DEAN
WITTER HIGH INCOME ADVANTAGE TRUST, to elect three (3) Trustees to serve
until the year 2002 Annual Meeting; and for MORGAN STANLEY DEAN WITTER
INCOME SECURITIES INC., to elect eight (8) Directors to serve until the
year 2000 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,
2000 for MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST, MORGAN STANLEY
DEAN WITTER HIGH INCOME ADVANTAGE TRUST and MORGAN STANLEY DEAN WITTER
INCOME SECURITIES INC.; for fiscal year ending July 31, 2000 for MORGAN
STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST II; and for fiscal year
ending May 31, 2000 for MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST; and

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

Shareholders of record of each Fund as of the close of business on October
20, 1999 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting 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
October 29, 1999
New York, New York

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IMPORTANT

YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN
ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
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TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

--------------------
JOINT PROXY STATEMENT
--------------------
ANNUAL MEETINGS OF SHAREHOLDERS

DECEMBER 21, 1999

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees/ Directors (the "Board(s)") of MORGAN STANLEY DEAN
WITTER GOVERNMENT INCOME TRUST ("GIT"), MORGAN STANLEY DEAN WITTER HIGH INCOME
ADVANTAGE TRUST ("HIAT"), MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST
II ("HIAT II"), MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC. ("ISI") and
MORGAN STANLEY DEAN WITTER 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 21, 1999
(the "Meeting(s)"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about October 29, 1999.

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

Shareholders of record ("Shareholders") of each Fund as of the close of
business on October 20, 1999, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for
a fractional share. On October 20, 1999, there were 41,635,000 shares of
beneficial interest of GIT, 30,017,252 shares of beneficial interest of HIAT,
35,611,307 shares of beneficial interest of HIAT II, 11,783,318 shares of
common stock of ISI and 21,089,872 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
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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"), Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"),
Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services") and/or Dean
Witter Reynolds Inc. ("DWR"), without special compensation therefor. In
addition, each Fund may employ William F. Doring & Co. as proxy solicitor, the
cost of which is not expected to exceed $3,000 for each Fund and will be borne
by each respective Fund.

Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this Proxy Statement. To vote by touchtone telephone, Shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, Shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to Shareholders whose shares are
held in street name.

In certain instances, William F. Doring & Co. and MSDW Trust may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on any Proposal other than to refer to the
recommendations of the Board. The Funds have been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and may
vote by mail using the enclosed proxy card or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the last vote
that is counted and will revoke all previous votes by the Shareholder. With
respect to the solicitation of a telephonic vote by William F. Doring & Co.,
additional expenses would include $7.00 per telephone vote transacted, $3.00
per outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers, which would be borne by each respective Fund.

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(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 eight. There are presently eight 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:

GIT, HIAT II, MIOT -- Until the HIAT -- Until the year 2002 ISI -- Until the year 2000
year 2002 Annual Meeting Annual Meeting Annual Meeting
- --------------------------------- ----------------------------- ---------------------------
<S> <C> <C>
Michael Bozic Wayne E. Hedien Michael Bozic
Charles A. Fiumefreddo Manuel H. Johnson Charles A. Fiumefreddo
John L. Schroeder Edwin J. Garn
Wayne E. Hedien
Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
</TABLE>

Six of the current eight Trustees/Directors (Michael Bozic, Edwin J. Garn,
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 Boards 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 GIT, HIAT II and MIOT--Michael Bozic and Charles A.
Fiumefreddo; for HIAT--Wayne E. Hedien, Manuel H. Johnson and John L.
Schroeder; for ISI--Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, 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.

Pursuant to the provisions of the Declaration of Trust of each of GIT,
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.

4
<PAGE>

The Boards of GIT, 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, Nugent and Purcell. Any
nominee will, if elected, serve a term of up to approximately three years
running for the period assigned to that class and terminating at the date of
the Annual Meeting of Shareholders so designated by the Boards, or any
adjournments thereof. In accordance with the above, the Trustees in Class I for
GIT, HIAT II and MIOT and the Trustees in Class II for HIAT are standing for
election and will, if elected, serve until the year 2002 Annual Meetings for
each Fund as set forth above, or until their successors shall have been elected
and qualified. As a consequence of this method of election, the replacement of
a majority of each of the Boards could be delayed for up to two years.

Pursuant to the provisions of the Articles of Incorporation of ISI, 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 year 2000 Annual
Meeting of ISI, 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 20, 1999 (shown in
parentheses), positions with the Funds, and directorships or trusteeships in
companies which file periodic reports with the Securities and Exchange
Commission, including the 92 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 3
investment companies, TCW/DW Term Trust 2000, TCW/DW Term Trust 2002 and TCW/DW
Term Trust 2003, for which MSDW Advisors' wholly-owned subsidiary, MSDW
Services, serves as manager and TCW Funds Management, Inc. serves as investment
adviser (referred to herein as the "TCW/DW Term Trusts").

The respective nominees for Trustee/Director to be elected at the Meetings
of GIT, HIAT, HIAT II, ISI and MIOT as set forth above are:

MICHAEL BOZIC, Trustee/Director of each Fund since April 1994*; age 58;
Director or Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term
Trusts and Discover Brokerage Index Series; Vice Chairman of Kmart Corporation
(since December 1998); formerly Chairman and Chief Executive Officer of Levitz
Furniture Corporation (November 1995-November 1998); formerly President and
Chief Executive Officer of Hills Department Stores (May 1991-July 1995);
formerly variously Chairman, Chief Executive Officer, President and Chief
Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck
and Co.; Director of Eaglemark Financial Services, Inc. and Weirton Steel
Corporation.

CHARLES A. FIUMEFREDDO, Trustee/Director of each Fund since July 1991*;
age 66; Chairman, Director or Trustee and Chief Executive Officer of the Morgan
Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index
Series; formerly, Chairman, Chief Executive Officer and Director of MSDW
Advisors, MSDW Services and Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"), Executive Vice President of DWR, Chairman and Director of MSDW
Trust and Director and/or officer of various Morgan Stanley Dean Witter & Co.
("MSDW") subsidiaries (until June 1998).

EDWIN JACOB (JAKE) GARN, Trustee/Director of each Fund since January
1993*; age 67; Director or Trustee of the Morgan Stanley Dean Witter Funds, the
TCW/DW Term Trusts and Discover Brokerage Index Series; formerly United States
Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee
(1980-1986); formerly Mayor of Salt Lake City, Utah (1971-1974); formerly
Astronaut, Space Shuttle Discovery

- ----------
* This is the date the Trustee/Director began serving the Morgan Stanley Dean
Witter Funds complex.

5
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(April 12-19, 1985); Vice Chairman, Huntsman Corporation (chemical company);
Director of Franklin Covey (time management systems), BMW Bank of North
America, Inc. (industrial loan corporation), United Space Alliance (joint
venture between Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific
(multilevel marketing); member of the board of various civic and charitable
organizations.

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

MANUEL H. JOHNSON, Trustee/Director of each Fund since July 1991*; age 50;
Senior Partner, Johnson Smick International, Inc., a consulting firm;
Co-Chairman and a founder of the Group of Seven Council (G7C), an international
economic commission; Chairman of the Audit Committee and Director or Trustee of
the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series; Director of Greenwich Capital Markets, Inc.
(broker-dealer) and NVR, Inc. (home construction); Chairman and Trustee of the
Financial Accounting Foundation (oversight organization for the Financial
Accounting Standards Board); formerly Vice Chairman of the Board of Governors
of the Federal Reserve System (1986-1990) and Assistant Secretary of the U.S.
Treasury (1982-1986).

MICHAEL E. NUGENT, Trustee/Director of each Fund since July 1991*; age 63;
General Partner, Triumph Capital, L.P., a private investment partnership;
Chairman of the Insurance Committee and Director or Trustee of the Morgan
Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index
Series; formerly Vice President, Bankers Trust Company and BT Capital
Corporation (1984-1988); director of various business organizations.

PHILIP J. PURCELL, Trustee/Director of each Fund since April 1994*; age
56; Chairman of the Board of Directors and Chief Executive Officer of MSDW, DWR
and Novus Credit Services Inc.; Director of MSDW Distributors; Director or
Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; Director and/or officer of various MSDW
subsidiaries.

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

The executive officers of each Fund are: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; Ronald E. Robison,
Vice President; Joseph J. McAlinden, Vice President; Robert S. Giambrone, Vice
President and Thomas F. Caloia, Treasurer; and with respect to the individual
Funds, the other executive officers are as follows: GIT--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;
ISI--Rochelle G. Siegel, Vice President; Peter M. Avelar, Vice President; Kevin
Hurley, Vice President; Jonathan R. Page, Vice President; James F. Willison,
Vice President; MIOT--James F. Willison, Vice President; Joseph R. Arcieri,
Vice

- ----------
* This is the date the Trustee/Director began serving the Morgan Stanley
Dean Witter Funds complex.

6
<PAGE>

President; Gerard J. Lian, Vice President, Julie Morrone, Vice President;
Katherine H. Stromberg, Vice President. In addition, Marilyn K. Cranney,
Natasha Kassian, Todd Lebo, LouAnne D. McInnis, Carsten Otto and Ruth Rossi
serve as Assistant Secretaries of each Fund.

Mr. Merin is 46 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December 1998), President, Director
(since April 1997) and Chief Executive Officer (since June 1998) of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
the MSDW Distributors (since June 1998), Chairman and Chief Executive Officer
(since June 1998) and Director (since January 1998) of MSDW Trust, President of
the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series, (since May 1999) and Director of various other MSDW
subsidiaries. Mr. Fink is 44 years old and is currently Senior Vice President
(since March 1997), Secretary and General Counsel (since February 1997) and
Director (since July 1998) of MSDW Advisors and MSDW Services and (since August
1996) Assistant Secretary of DWR; Vice President, Secretary and General Counsel
of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts (since
February 1997) and Discover Brokerage Index Series; he is also Senior Vice
President (since March 1997), Assistant Secretary and Assistant General Counsel
of MSDW Distributors (since February 1997). He was previously First Vice
President, Assistant Secretary and Assistant General Counsel of MSDW Advisors
and MSDW Services. Mr. Robison is 60 years old and is currently Executive Vice
President and Chief Administrative Officer (since September 1998) and Director
(since February 1999) of MSDW Advisors and MSDW Services; prior thereto he was
a Managing Director of the TCW Group, Inc. Mr. McAlinden is 56 years old and is
currently Executive Vice President and Chief Investment Officer of MSDW
Advisors and MSDW Services (since April 1996) and Director of MSDW Trust (since
April 1996). He was previously Senior Vice President of MSDW Advisors (June
1995-April 1996) and prior thereto was a Managing Director at Dillon Read. Mr.
Giambrone is 45 years old and is currently Senior Vice President of MSDW
Advisors, MSDW Services, MSDW Distributors and MSDW Trust (since August 1995)
and Director of MSDW Trust (since April 1996). He was formerly a partner of
KPMG Peat Marwick, LLP. Mr. Caloia is 53 years old and is currently First Vice
President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr.
Avelar is 41 years old and is currently Senior Vice President of MSDW Advisors.
Mr. Page is 52 years old and is currently Senior Vice President of MSDW
Advisors. Mr. Willison is 56 years old and is currently Senior Vice President
of MSDW Advisors. Ms. Siegel is 51 years old and currently Senior Vice
President of MSDW Advisors. Mr. Hurley is 54 years old and currently Senior
Vice President of MSDW Advisors. Mr. Arcieri is 51 years old and is currently
Vice President of MSDW Advisors. Mr. Lian is 44 years old and is currently Vice
President of MSDW Advisors. Ms. Morrone is 36 years old and is currently Vice
President of MSDW Advisors. Ms. Stromberg is 51 years old and is currently Vice
President of MSDW Advisors. Other than Messrs. Robison, McAlinden and
Giambrone, each of the above officers has been an employee of MSDW Advisors or
its affiliates for over five years.

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

The Board currently consists of eight (8) 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 92 Morgan Stanley Dean
Witter Funds, comprised of 127 portfolios. As of September 30, 1999, the Morgan
Stanley Dean Witter Funds had total net assets of approximately $127.4 billion
and more than six million shareholders.

Six Trustees (75% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
stock or other securities issued by MSDW Advisors' parent company, MSDW. These
are the "disinterested" or "independent" Trustees.

7
<PAGE>

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/Directors, including two Independent
Trustees, serve as members of the Derivatives Committee and the Insurance
Committee. The Funds do no have any nominating or compensation committees.

During the calendar year ended December 31, 1998, the Audit Committee, the
Derivatives Committee, the Insurance Committee and the Independent Trustees
held a combined total of twelve meetings.

The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs 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; reviewing the adequacy of the Fund's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board.

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

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

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

<TABLE>
<CAPTION>
BOARD OF INDEPENDENT AUDIT DERIVATIVES INSURANCE
FISCAL TRUSTEES/DIRECTORS TRUSTEES/DIRECTORS COMMITTEE COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- ----------------- ---------- -------------------- -------------------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
GIT ............. 9/30/99 6 8 3 5 2
HIAT ............ 9/30/99 6 8 3 5 2
HIAT II ......... 7/31/99 6 8 3 5 3
ISI ............. 9/30/99 6 8 3 5 2
MIOT ............ 5/31/99 6 9 3 4 3
</TABLE>

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

The Independent Trustees/Directors and the Funds' management believe that
having the same Independent Trustees/Directors for each of the Morgan Stanley
Dean Witter Funds avoids the duplication of effort that

8
<PAGE>

would arise from having different groups of individuals serving as Independent
Trustees/Directors for each of the Funds or even of sub-groups of Funds. They
believe that having the same individuals serve as Independent
Trustees/Directors 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/Directors 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/Directors 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/Directors of the caliber, experience and business acumen of the
individuals who serve as Independent Trustees/Directors of the Morgan Stanley
Dean Witter Funds.

SHARE OWNERSHIP BY TRUSTEES/DIRECTORS

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 or
Discover Brokerage Index Series 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, 1999, the total value of the
investments by the Trustees/Directors and/or their spouses in shares of the
Morgan Stanley Dean Witter Funds was approximately $43.4 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, 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/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.

As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds, including each of the Funds represented in this Proxy Statement,
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

9
<PAGE>

retirement benefit (the "Regular Benefit") equal to 30.22% of his or her
Eligible Compensation plus 0.5036667% of such Eligible Compensation for each
full month of service as an Independent Director or Trustee of any Adopting
Fund in excess of five years up to a maximum of 60.44% after ten years of
service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Trustee/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 a lower percentage of the periodic amount when both
spouses were alive. 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.

MORGAN STANLEY 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
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 $384 10 60.44% $937
Edwin J. Garn ................. 1,600 555 10 60.44 937
Wayne E. Hedien ............... 1,650 725 9 51.37 796
Dr. Manuel H. Johnson ......... 2,100 234 10 60.44 937
Michael E. Nugent ............. 1,933 400 10 60.44 937
John L. Schroeder ............. 1,933 761 8 50.37 801
</TABLE>

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

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST

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

10
<PAGE>

MORGAN STANLEY DEAN WITTER 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 ................. $1,450 $392 10 60.44% $937
Edwin J. Garn ................. 1,600 574 10 60.44 937
Wayne E. Hedien ............... 1,650 738 9 51.37 796
Dr. Manuel H. Johnson ......... 1,913 239 10 60.44 937
Michael E. Nugent ............. 1,808 412 10 60.44 937
John L. Schroeder ............. 1,808 781 8 50.37 801
</TABLE>

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

MORGAN STANLEY DEAN WITTER 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 ................. $1,550 $384 10 60.44% $937
Edwin J. Garn ................. 1,600 555 10 60.44 937
Wayne E. Hedien ............... 1,650 725 9 51.37 796
Dr. Manuel H. Johnson ......... 2,100 234 10 60.44 937
Michael E. Nugent ............. 1,933 400 10 60.44 937
John L. Schroeder ............. 1,933 761 8 50.37 801
</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.

MORGAN STANLEY DEAN WITTER 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 ................. $1,400 $389 10 60.44% $937
Edwin J. Garn ................. 1,600 582 10 60.44 937
Wayne E. Hedien ............... 1,650 728 9 51.37 796
Dr. Manuel H. Johnson ......... 1,600 235 10 60.44 937
Michael E. Nugent ............. 1,600 410 10 60.44 937
John L. Schroeder ............. 1,600 791 8 50.37 796
</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.

11
<PAGE>

The following table illustrates the compensation paid to the Independent
Trustees/Directors of the Funds for the calendar year ended December 31, 1998
for services to the 90 Morgan Stanley Dean Witter Funds that were in operation
at December 31, 1998. No compensation was paid to the Funds' Independent
Trustees by Discover Brokerage Index Series for the calendar year ended
December 31, 1998.

CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS

<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
NAME OF FOR SERVICES TO
INDEPENDENT TRUSTEES/ 90 MORGAN STANLEY
DIRECTORS DEAN WITTER FUNDS
- ------------------------------- ------------------
<S> <C>
Michael Bozic ................. $120,150
Edwin J. Garn ................. 132,450
Wayne E. Hedien ............... 132,350
Dr. Manuel H. Johnson ......... 155,681
Michael E. Nugent ............. 159,731
John L. Schroeder ............. 160,731
</TABLE>

The following table illustrates the retirement benefits accrued to the
Independent Trustees/Directors of the Funds by the 55 Morgan Stanley Dean
Witter Funds (including each of the Funds represented in this Proxy Statement)
for the year ended December 31, 1998, and the estimated retirement benefits for
each Fund's Independent Trustees/Directors, to commence upon their retirement,
from the 55 Dean Witter Funds as of December 31, 1998.

RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS

<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
---------------------------------
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 60.44% $22,377 $52,250
Edwin J. Garn ................. 10 60.44 35,225 52,250
Wayne E. Hedien ............... 9 51.37 41,979 44,413
Dr. Manuel H. Johnson ......... 10 60.44 14,047 52,250
Michael E. Nugent ............. 10 60.44 25,336 52,250
John L. Schroeder ............. 8 50.37 45,117 44,343
</TABLE>

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

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

THE INVESTMENT MANAGER OR INVESTMENT ADVISOR

Morgan Stanley Dean Witter Advisors Inc. currently serves as each Fund's
investment manager or investment advisor pursuant to an investment management
agreement or investment advisory agreement. MSDW Advisors maintains its offices
at Two World Trade Center, New York, New York 10048. MSDW Advisors, which was
incorporated in July, 1992 under the name Dean Witter InterCapital Inc.,
changed its name to Morgan Stanley Dean Witter Advisors on June 22, 1998. MSDW
Advisors is a wholly-owned subsidiary of MSDW, a preeminent global securities
firm that maintains leading market positions in each of its three primary
businesses--securities, asset management and credit services.

12
<PAGE>

The Principal Executive Officer and Directors of MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Ronald E. Robison,
Executive Vice President and Chief Administrative Officer and Barry Fink,
Senior Vice President, Secretary and General Counsel. The principal occupations
of Messrs. Merin, Robison and Fink are described above under the section
"Election of Trustees/Directors For Each Fund." The business address of the
Executive Officer and other Directors is Two World Trade Center, New York, New
York 10048.

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

MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors.

MSDW Advisor's wholly-owned subsidiary, MSDW Services, pursuant to an
Administration Agreement with MIOT, serves as the Administrator of MIOT. The
address of MSDW Services is that of MSDW Advisors set forth above.

(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, 2000 for GIT, HIAT and ISI; for the fiscal
year ending July 31, 2000 for HIAT II; and for the fiscal year ending May 31,
2000 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.

13
<PAGE>

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Fund is not obtained at the
Meetings, the persons named as proxies may propose one or more adjournments of
the Meeting of the applicable Fund to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the applicable Fund's shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which have been received by the date of the Meeting.

Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting of any Fund for purposes of determining whether a
particular proposal to be voted upon has been approved. Broker "non-votes" are
shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting authority.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received by no later
than July 5, 2000 for GIT, HIAT, HIAT II, ISI 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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The following persons are "reporting persons" of GIT 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, Rajesh K. Gupta. None of the above
reporting persons has ever held any shares of the Trust.

The following persons are "reporting persons" of HIAT 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: Ronald E. Robison,
Joseph J. McAlinden, Edwin J. Garn, Manuel H. Johnson, Michael E. Nugent, Wayne
E. Hedien, Peter M. Avelar. None of the above reporting persons has ever held
any shares of the Trust.

The following persons are "reporting persons" of HIAT II under Section 16
of the Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Charles A. Fiumefreddo, Edwin J. Garn,
Manuel H. Johnson, Michael E. Nugent, Wayne E. Hedien, Barry Fink, Thomas F.
Caloia, Peter M. Avelar, Morgan Stanley Dean Witter Advisors Inc. None of the
above reporting persons has ever held any shares of the Trust.

The following persons are "reporting persons" of ISI 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, Thomas F. Caloia, Rochelle G.
Siegel, Morgan Stanley Dean Witter Advisors Inc. None of the above reporting
persons has ever held any shares of the Fund.

The following persons are "reporting persons" of MIOT 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, James F. Willison. None of the
above reporting persons has ever held any shares of the Trust.

14
<PAGE>

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT, AND IN THE CASE OF GIT, HIAT AND
ISI, THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT,
PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS AND ARE 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/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

15
<PAGE>

MORGAN STANLEY DEAN WITTER
GOVERNMENT INCOME TRUST

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 Government Income Trust on December 21, 1999, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated October 29, 1999 as follows:

(Continued on reverse side)

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

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

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

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

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

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

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

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

01. Michael Bozic 02. Charles A. Fiumefreddo

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

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

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

Date -----------------------------------------

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

------------------------------------------
Shareholder sign in the box above

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

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

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

MORGAN STANLEY DEAN WITTER
GOVERNMENT INCOME TRUST

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

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

PRX00123

<PAGE>

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter High Income Advantage Trust on December 21, 1999, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated October 29, 1999 as follows:

(Continued on reverse side)

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

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

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

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

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

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

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

01. Wayne E. Hedien 02. Manuel H. Johnson 03. John L. Schroeder

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

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

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

Date -----------------------------------------

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

---------------------------------------------
Shareholder sign in the box above

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

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

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

PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST

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

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.
- --------------------------------------------------------------------------------
PRX00122

<PAGE>

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST II

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter High Income Advantage Trust II on December 21, 1999,
at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated October 29, 1999 as follows:

(Continued on reverse side)

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

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

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

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

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

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

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

01. Michael Bozic 02. Charles A. Fiumefreddo

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

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

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

Date -----------------------------------------

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

------------------------------------------
Shareholder sign in the box above

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

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

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

PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST II

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

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

PRX00116

<PAGE>

MORGAN STANLEY DEAN WITTER
INCOME SECURITIES INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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 Income Securities Inc. on December 21, 1999, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated October 29, 1999 as follows:

(Continued on reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE DIRECTORS AND THE PROPOSAL 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>

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

PLEASE MARK VOTES AS
IN THE EXAMPLE [X]
USING BLACK RO BLUE INK

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

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

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of eight (8) Directors: [ ] [ ] [ ]

01. Michael Bozic 02. Charles A. Fiumefreddo 03. Edwin J. Garn

04. Wayne E. Hedien 05. Manuel H. Johnson 06. Michael E. Nugent

07. Philip J. Purcell 08. 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 FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent accountants.

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

Date -----------------------------------------

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

--------------------------------------
Shareholder sign in the box above

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

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

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

PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

MORGAN STANLEY DEAN WITTER
INCOME SECURITIES INC.

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

MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST

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 on December 21,
1999, at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated October 29, 1999 as follows:

(Continued on reverse side)

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

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

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

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

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

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

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

01. Michael Bozic 02. Charles A. Fiumefreddo

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

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

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

Date -----------------------------------------

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

------------------------------------------
Shareholder sign in the box above

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

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

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

MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST

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

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

<PAGE>

MORGAN STANLEY DEAN WITTER 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.