MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC, DEF 14A, 2000-10-31

MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC
DEF 14A, 2000-10-31

Previous: SOUTHERN CO, U-12-IB, 2000-10-31

Next: STANDARD MICROSYSTEMS CORP, 4, 2000-10-31

<PAGE>
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

(Names of Registrants as specified in their charter)

LouAnne McInnis
------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

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

Set forth the amount on which the filing fee is calculated and state
how it was determined.

4) Proposed maximum aggregate value of transaction:

5) Fee previously paid:

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.

1) Amount Previously Paid

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:
<PAGE>

MORGAN STANLEY DEAN WITTER 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 14, 2000

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 14, 2000 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 one (1) Trustee to serve
until the year 2002 Annual Meeting and three (3) Trustees to serve until
the year 2003 Annual Meeting of each Fund; for MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST, to elect one (1) Trustee to serve until the
year 2001 Annual Meeting and three (3) Trustees to serve until the year
2003 Annual Meeting; and for MORGAN STANLEY DEAN WITTER INCOME SECURITIES
INC., to elect nine (9) Directors to serve until the year 2001 Annual
Meeting, or in each case, until their successors shall have been elected
and qualified.

2. To ratify or reject the selection of Deloitte & Touche LLP as each
Fund's independent auditors for fiscal years ending September 30, 2001 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, 2001 for MORGAN STANLEY
DEAN WITTER HIGH INCOME ADVANTAGE TRUST II; and for fiscal year ending May
31, 2001 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
3, 2000 are entitled to notice of and to vote at the Meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement) you may do so in lieu of attending the Meeting in
person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the 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 27, 2000
New York, New York

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

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

<PAGE>

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

--------------------
JOINT PROXY STATEMENT
--------------------

ANNUAL MEETINGS OF SHAREHOLDERS

DECEMBER 14, 2000

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 14, 2000
(the "Meeting(s)"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about October 30, 2000.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares/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 Meetings. Attendance at the Meetings will not in and of itself
revoke a proxy.

Shareholders of record ("Shareholders") of each Fund as of the close of
business on October 3, 2000, 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 3, 2000, there were 39,961,099 shares of
beneficial interest of GIT, 29,997,052 shares of beneficial interest of HIAT,
35,300,507 shares of beneficial interest of HIAT II, 11,415,818 shares of
common stock of ISI and 21,027,672 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.

<PAGE>

The cost of soliciting proxies for the Meeting of each Fund, consisting
principally of printing and mailing expenses, will be borne by each respective
Fund. The solicitation of proxies will be by mail, which may be supplemented by
solicitation by mail, telephone or otherwise through Trustees/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 set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although a
Shareholder's vote may be taken by telephone, each Shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed proxy card
or by touchtone telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card, touchtone telephone
or Internet, will be the last vote that is counted and will revoke all previous
votes by the Shareholder. With respect to the solicitation of a telephonic vote
by William F. Doring & Co., additional expenses would include $7.00 per
telephone vote transacted, $3.00 per outbound telephone contact and costs
relating to obtaining Shareholders' telephone numbers, which would be borne by
each respective Fund.

<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>
HIAT -- ISI --
GIT, HIAT II, MIOT -- Until the year 2001 Until the year 2001
Until the year 2002 Annual Meeting Annual Meeting Annual Meeting
------------------------------------ --------------------- -----------------------
<S> <C> <C>
James F. Higgins James F. Higgins Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
Wayne E. Hedien
Until the year 2003 James F. Higgins
Until the year 2003 Annual Meeting Annual Meeting Manuel H. Johnson
------------------------------------ --------------------- Michael E. Nugent
Wayne E. Hedien Edwin J. Garn Philip J. Purcell
Manuel H. Johnson Michael E. Nugent John L. Schroeder
John L. Schroeder Philip J. Purcell
</TABLE>

Six of the current nine 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 three current Trustees/Directors, Charles A. Fiumefreddo, James F.
Higgins 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 Independent Trustee or
Independent Director, by the Independent Trustees or Independent Directors now
serving. All of the members of the Boards, except for James F. Higgins,
previously have been elected 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--Wayne E. Hedien, James F. Higgins,
Manuel H. Johnson and John L. Schroeder; for HIAT-- Edwin J. Garn, James F.
Higgins, Michael E. Nugent and Philip J. Purcell; for ISI--Michael Bozic,
Charles A. Fiumefreddo, Edwin J. Garn, Wayne E. Hedien, James F. Higgins Manuel
H. Johnson, Michael E. Nugent, Philip J. Purcell and John L. Schroeder. Should
any of the nominees become unable or unwilling to accept nomination or
election, the persons named in the proxy will exercise their voting power in
favor of such person or persons as the 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.

<PAGE>

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.

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, Fiumefreddo and Higgins; Class II--Messrs.
Hedien, Johnson and Schroeder; and Class III--Messrs. Garn, Nugent and Purcell.
Each 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 II
for GIT, HIAT II and MIOT and the Trustees in Class III for HIAT are standing
for election and will, if elected, serve until the year 2003 Annual Meetings
for each Fund as set forth above, or in each case, until his successor has been
elected and qualified. In addition, Mr. James F. Higgins in Class I is standing
for election at the Meetings and, if elected, will serve until the year 2002
Annual Meetings of GIT, HIAT II and MIOT and, if elected, will serve until the
year 2001 Annual Meeting of HIAT, or in each case, until his successor has 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 2001 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 3, 2000 (shown in
parentheses), positions with the Funds, and directorships or trusteeships in
companies which file periodic reports with the Securities and Exchange
Commission, including the 97 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 Investment Management Company 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 since April 1994*; age 59; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
Vice Chairman of Kmart Corporation (since December 1998); formerly Chairman and
Chief Executive Officer of Levitz Furniture Corporation (November 1995-November
1998); formerly President and Chief Executive Officer of Hills Department
Stores (1991-1995); formerly variously Chairman, Chief Executive Officer,
President and Chief Operating Officer (1987-1991) of the Sears Merchandise
Group of Sears, Roebuck and Co.; Director of Weirton Steel Corporation.

CHARLES A. FIUMEFREDDO, Trustee/Director since July 1991*; age 67;
Chairman, Director or Trustee and Chief Executive Officer of the Morgan Stanley
Dean Witter Funds and the TCW/DW Term Trusts; formerly, Chairman, Chief
Executive Officer and Director of MSDW Advisors, MSDW Services and 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 MSDW subsidiaries (until June 1998).

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

<PAGE>

EDWIN JACOB (JAKE) GARN, Trustee/Director since January 1993*; age 68;
Director or Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term
Trusts; formerly United States Senator (R-Utah) (1974-1992) and Chairman,
Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake City, Utah
(1971-1974); formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985);
Vice Chairman, Huntsman Corporation (chemical company); Director of Franklin
Covey (time management systems), BMW Bank of North America, Inc. (industrial
loan corporation), United Space Alliance (joint venture between Lockheed Martin
and the Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member
of the Utah Regional Advisory Board of Pacific Corp.; member of the board of
various civic and charitable organizations.

WAYNE E. HEDIEN, Trustee/Director since September 1997*; age 66; Retired;
Director or Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term
Trusts; Director of The PMI Group, Inc. (private mortgage insurance); Trustee
and Vice Chairman of The Field Museum of Natural History; formerly associated
with the Allstate Companies (1966-1994), most recently as Chairman of The
Allstate Corporation (March 1993-December 1994) and Chairman and Chief
Executive Officer of its wholly-owned subsidiary, Allstate Insurance Company
(July 1989-December 1994); director of various other business and charitable
organizations.

JAMES F. HIGGINS, Trustee/Director since June 2000*; age 52; Chairman of
the Private Client Group of Morgan Stanley Dean Witter & Co. ("MSDW") (since
August 2000); Director of the Transfer Agent and Dean Witter Realty Inc.;
Director or Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term
Trusts (since June 2000); previously President and Chief Operating Officer of
the Private Client Group of MSDW (May 1999-August 2000), President and Chief
Operating Officer of Individual Securities of MSDW (February 1997-May 1999),
President and Chief Operating Officer of Dean Witter Securities of MSDW
(1995-February 1997), and President and Chief Operating Officer of Dean Witter
Financial (1989-1995) and Director (1985-1997) of DWR.

MANUEL H. JOHNSON, Trustee/Director since July 1991*; age 51; Senior
Partner, Johnson Smick International, Inc., a consulting firm; Co-Chairman and
a founder of the Group of Seven Council (G7C), an international economic
commission; Chairman of the Audit Committee and Director or Trustee of the
Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts; Director of
Greenwich Capital Markets, Inc. (broker-dealer); Independence Standards Board
(private sector organization governing independence of auditors) and NVR, Inc.
(home construction); Chairman and Trustee of the Financial Accounting
Foundation (oversight organization for the Financial Accounting Standards
Board); formerly Vice Chairman of the Board of Governors of the Federal Reserve
System and Assistant Secretary of the U.S. Treasury.

MICHAEL E. NUGENT, Trustee/Director since July 1991*; age 64; General
Partner, Triumph Capital, L.P., a private investment partnership; Chairman of
the Insurance Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds and the TCW/DW Term Trusts; formerly Vice President, Bankers Trust
Company and BT Capital Corporation; director of various business organizations.

PHILIP J. PURCELL, Trustee/Director since April 1994* (700 shares-MIOT);
age 57; Chairman of the Board of Directors and Chief Executive Officer of MSDW,
DWR and Novus Credit Services Inc.; Director of MSDW Distributors; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
Director of American Airlines, Inc. and its parent company, AMR Corporation;
Director and/or officer of various MSDW subsidiaries.

JOHN L. SCHROEDER, Trustee/Director since April 1994*; age 70; Retired;
Chairman of the Derivatives Committee and Director or Trustee of the Morgan
Stanley Dean Witter Funds and the TCW/DW Term Trusts; Director of Citizens
Communications Company (telecommunications company); formerly Executive Vice
President and Chief Investment Officer of the Home Insurance Company.

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

<PAGE>

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 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 47 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December 1998), President, Director
(since April 1997) and Chief Executive Officer (since June 1998) of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
MSDW Distributors (since June 1998), Chairman and Chief Executive Officer
(since June 1998) and Director (since January 1998) of MSDW Trust, President of
the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts (since May
1999), Trustee of various Van Kampen investment companies (since December 1999)
and Director of various other MSDW subsidiaries. Mr. Fink is 45 years old and
is currently General Counsel of Asset Management of MSDW (since May 2000);
Executive Vice President (since December 1999), Secretary and General Counsel
(since February 1997) and Director (since July 1998) of the Investment Manager
and MSDW Services Company; Vice President, Secretary and General Counsel of the
Morgan Stanley Dean Witter Funds (since February 1997); Vice President and
Secretary of the Distributor. He was previously Senior Vice President (March
1997-December 1999), First Vice President, Assistant Secretary and Assistant
General Counsel of the Investment Manager and MSDW Services Company. Mr.
Robison is 61 years old and is currently Executive Vice President and Chief
Administrative Officer (since September 1998) and Director (since February
1999) of MSDW Advisors and MSDW Services; prior thereto he was a Managing
Director of the TCW Group, Inc. Mr. McAlinden is 57 years old and is currently
Executive Vice President and Chief Investment Officer of MSDW Advisors and MSDW
Services (since April 1996) and Director of MSDW Trust (since April 1996). He
was previously Senior Vice President of MSDW Advisors (June 1995-April 1996).
Mr. Giambrone is 46 years old and is currently Senior Vice President of MSDW
Advisors, MSDW Services, MSDW Distributors and MSDW Trust and Director of MSDW
Trust (since April 1996). Mr. Caloia is 54 years old and is currently First
Vice President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr.
Avelar is 42 years old and is currently Senior Vice President and Director of
the High Yield Group of MSDW Advisors. Mr. Gupta is 40 years old and is
currently Senior Vice President, Director of the Taxable Fixed Income Group and
Chief Administrative Officer-Investments. Mr. Page is 53 years old and is
currently Senior Vice President and Director of the Money Market Group of MSDW
Advisors. Mr. Willison is 57 years old and is currently Senior Vice President
and Director of the Tax-Exempt Fixed Income Group of MSDW Advisors. Mr. Arcieri
is 52 years old and is currently Senior Vice President of MSDW Advisors. Mr.
Hurley is 55 years old and is currently Senior Vice President of MSDW Advisors.
Ms. Siegel is 52 years old and is currently Senior Vice President of MSDW
Advisors. Ms. Stromberg is 52 years old and is currently Senior Vice President
of MSDW Advisors. Mr. Lian is 45 years old and is current Vice President of
MSDW Advisors. Ms. Morrone is 37 years old and is currently Vice President of
MSDW Advisors. Other than Mr. Robison, each of the above officers has been an
employee of MSDW Advisors or its affiliates for over five years.

THE BOARD OF TRUSTEES/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

<PAGE>

of the date of this Proxy Statement, there are a total of 97 Morgan Stanley
Dean Witter Funds, comprised of 129 portfolios. As of September 30, 2000, the
Morgan Stanley Dean Witter Funds had total net assets of approximately $144.1
billion and more than six million shareholders.

Six Trustees (67% of the total number) have no affiliation or business
connection with MSDW Advisors or any of its affiliated persons and do not own
stock or other securities issued by MSDW Advisors' parent company, MSDW. These
are the "disinterested" or "independent" Trustees.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in business and
finance, government service or academia; these are people whose advice and
counsel are in demand by others and for whom there is often competition. To
accept a position on the Funds' Boards, such individuals may reject other
attractive assignments because the Funds make substantial demands on their
time. All of the Independent Trustees serve as members of the Audit Committee.
In addition, three of the Trustees/Directors, including two Independent
Trustees, serve as members of the Derivatives Committee and the Insurance
Committee. The Funds do not have any nominating or compensation committees.

The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Fund performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among Funds in the same complex; and
approving fidelity bond and related insurance coverage and allocations, as well
as other matters that arise from time to time.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent auditors; 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.

<PAGE>

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 ............. 9/30/00 5 6 2 4 1
HIAT ............ 9/30/00 5 6 2 4 1
HIAT II ......... 7/31/00 5 5 2 4 1
ISI ............. 9/30/00 5 6 2 4 1
MIOT ............ 5/31/00 5 5 3 4 1
</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 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 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, 2000, 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 $65 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

<PAGE>

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 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 ................. $1,500 $ 359 10 60.44% $ 907
Edwin J. Garn ................. 1,550 493 10 60.44 909
Wayne E. Hedien ............... 1,550 682 9 51.37 771
Dr. Manuel H. Johnson ......... 2,300 336 10 60.44 1,360
Michael E. Nugent ............. 2,050 559 10 60.44 1,209
John L. Schroeder ............. 2,000 1,060 8 50.37 960
</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.

<PAGE>

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.

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 ................. $1,550 $362 10 60.44% $ 907
Edwin J. Garn ................. 1,550 501 10 60.44 909
Wayne E. Hedien ............... 1,550 687 9 51.37 771
Dr. Manuel H. Johnson ......... 2,300 312 10 60.44 1,360
Michael E. Nugent ............. 2,050 520 10 60.44 1,209
John L. Schroeder ............. 2,000 986 8 50.37 960
</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 ................. $1,500 $ 359 10 60.44% $ 907
Edwin J. Garn ................. 1,550 493 10 60.44 909
Wayne E. Hedien ............... 1,550 682 9 51.37 771
Dr. Manuel H. Johnson ......... 2,300 336 10 60.44 1,360
Michael E. Nugent ............. 2,050 559 10 60.44 1,209
John L. Schroeder ............. 2,000 1,060 8 50.37 960
</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.

<PAGE>

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 ................. $1,550 $371 10 60.44% $ 907
Edwin J. Garn ................. 1,550 539 10 60.44 909
Wayne E. Hedien ............... 1,550 698 9 51.37 771
Dr. Manuel H. Johnson ......... 2,300 290 10 60.44 1,360
Michael E. Nugent ............. 2,050 494 10 60.44 1,209
John L. Schroeder ............. 2,000 951 8 50.37 955
</TABLE>

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

The following table illustrates the compensation paid to the Independent
Trustees/Directors of the Funds for the calendar year ended December 31, 1999
for services to the 93 Morgan Stanley Dean Witter Funds that were in operation
at December 31, 1999.

CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS

<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO
93 MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEES/DIRECTORS DEAN WITTER FUNDS
---------------------------------------- ------------------
<S> <C>
Michael Bozic .......................... $134,600
Edwin J. Garn .......................... 138,700
Wayne E. Hedien ........................ 138,700
Dr. Manuel H. Johnson .................. 208,638
Michael E. Nugent ...................... 193,324
John L. Schroeder ...................... 193,324
</TABLE>

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, 1999, 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, 1999.

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
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEES/DIRECTORS (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
---------------------------------------- ---------------- -------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic .......................... 10 60.44% $20,933 $50,588
Edwin J. Garn .......................... 10 60.44 31,737 50,675
Wayne E. Hedien ........................ 9 51.37 39,566 43,000
Dr. Manuel H. Johnson .................. 10 60.44 13,129 75,520
Michael E. Nugent ...................... 10 60.44 23,175 67,209
John L. Schroeder ...................... 8 50.37 41,558 52,994
</TABLE>

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

<PAGE>

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.

The Principal Executive Officer and Directors of MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Ronald E. Robison,
Executive Vice President and Chief Administrative Officer and Barry Fink,
Executive Vice President, Secretary and General Counsel. The principal
occupations of Messrs. Merin, Robison and Fink are described above under the
section "Election of Trustees/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 AUDITORS

Since July 1, 2000 Deloitte & Touche LLP has served as each Fund's
independent auditors.

On July 1, 2000 PricewaterhouseCoopers LLP resigned as independent
auditors of each Fund. The reports of PricewaterhouseCoopers LLP on the
financial statements of each Fund for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle. In connection with its
audits for each Fund's two most recent fiscal years and through July 1, 2000,
there have been no disagreements with PricewaterhouseCoopers LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the financial statements for each Fund for
such years.

A representative of PricewaterhouseCoopers LLP is expected to be present
at the Meetings and, while not expected to make a statement, will be available
to respond to appropriate questions of Shareholders.

<PAGE>

Each Trust's Board of Trustees, including the Audit Committee of each
Board, unanimously approved the selection of Deloitte & Touche LLP as the new
independent auditors for each Fund effective July 1, 2000. The selection of
Deloitte & Touche LLP as each Fund's independent auditors for the fiscal year
ended September 30, 2001 for GIT, HIAT and ISI; for the fiscal year ending July
31, 2001 for HIAT II; and for the fiscal year ending May 31, 2001 for MIOT is
being submitted for ratification or rejection by Shareholders of each
respective Fund at the Meeting. Deloitte & Touche LLP has no direct or indirect
financial interest in any of the Funds.

A representative of Deloitte & Touche LLP is expected to be present at the
Meetings and, and while not expected to make a statement, will be available to
respond to appropriate questions of Shareholders.

The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of Deloitte & Touche LLP as the independent
auditors for each respective Fund.

THE TRUSTEES/DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMEND THAT THE
SHAREHOLDERS RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT
AUDITORS.

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 14, 2001 for GIT, HIAT, HIAT II, ISI and MIOT, for inclusion in the
proxy statement and proxy 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 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, NJ 07311 (TELEPHONE 1-800-869-NEWS)
(TOLL-FREE).

<PAGE>

INTEREST OF CERTAIN PERSONS

MSDW, MSDW Advisors, DWR, MSDW Services, and certain of their respective
Directors, Officers, and employees, including persons who are
Trustees/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, or their substitutes, to vote all shares that they are entitled
to vote on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.

By Order of the 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 14, 2000, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated October 27, 2000 as follows:

(Continued on reverse side)

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

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

<PAGE>

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

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)

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

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

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

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of four (4) Trustees: [ ] [ ] [ ]

01. Wayne E. Hedien 02. James F. Higgins

03. Manuel H. Johnson 04. John L. Schroeder

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

FOR AGAINST ABSTAIN

2. Ratification of appointment of [ ] [ ] [ ]
Deloitte & Touche LLP
as independent auditors.

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 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 14, 2000,
at 11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated October 27, 2000 as follows: