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

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

Check the appropriate box:

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

Morgan Stanley Dean Witter High Income Advantage Trust III
Morgan Stanley Dean Witter Municipal Income Trust II
Morgan Stanley Dean Witter Municipal Income Opportunities Trust II
Morgan Stanley Dean Witter Insured Municipal Securities
Morgan Stanley Dean Witter Insured California Municipal Securities
----------------------------------------
(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (check the appropriate box):

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

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

2) Aggregate number of securities to which transaction applies:

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

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

4) Proposed maximum aggregate value of transaction:

5) Fee previously paid:

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

1) Amount Previously paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST II
MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES
MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA
MUNICIPAL SECURITIES

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD JUNE 22, 2000

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER HIGH INCOME ADVANTAGE TRUST III, MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME TRUST II, MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES
TRUST II, MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES and MORGAN
STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES (individually, a
"Fund" and, collectively, the "Funds"), unincorporated business trusts
organized under the laws of the Commonwealth of Massachusetts, will be held
jointly in Conference Room A, Forty-Fourth Floor, Two World Trade Center, New
York, New York 10048, on June 22, 2000 at 11:00 A.M., New York City time, for
the following purposes:

1. For MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III and
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST II, to
elect two (2) Trustees to serve until the year 2003 Annual Meeting of each
Fund; and for MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II, MORGAN
STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES AND MORGAN STANLEY DEAN
WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES, to elect three (3) Trustees
to serve until the year 2003 Annual Meeting of each Fund, 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 year ending January 31, 2001
for MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III; for fiscal
year ending December 31, 2000 for MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME TRUST II; for fiscal year ending February 28, 2001 for MORGAN
STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST II; and for fiscal
years ending October 31, 2000 for MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES and MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA
MUNICIPAL SECURITIES; 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 April
18, 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 of
any Fund, 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
April 26, 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.

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

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

JOINT PROXY STATEMENT

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

ANNUAL MEETINGS OF SHAREHOLDERS

JUNE 22, 2000

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of MORGAN STANLEY DEAN WITTER HIGH
INCOME ADVANTAGE TRUST III ("HIAT III"), MORGAN STANLEY DEAN WITTER MUNICIPAL
INCOME TRUST II ("MIT II"), MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST II ("MIOT II"), MORGAN STANLEY DEAN WITTER INSURED
MUNICIPAL SECURITIES ("INSURED MUNI") and MORGAN STANLEY DEAN WITTER INSURED
CALIFORNIA MUNICIPAL SECURITIES ("INSURED CAL MUNI") (individually, a "Fund"
and, collectively, the "Funds") for use at the Annual Meetings of
Shareholders of the Funds to be held jointly on June 22, 2000 (the
"Meeting(s)"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about April 28, 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
("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 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 April 18, 2000, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings, are entitled
to one vote for each share held and a fractional vote for a fractional share.
On April 18, 2000, there were 12,837,779 shares of beneficial interest of
HIAT III, 24,624,966 shares of beneficial interest of MIT II, 19,033,307
shares of beneficial interest of MIOT II, 8,363,013 shares of beneficial
interest of INSURED MUNI and 4,070,213 shares of beneficial interest of
INSURED CAL MUNI 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.

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, 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.

(1) ELECTION OF TRUSTEES FOR EACH FUND

The number of Trustees of each Fund has been fixed by the Trustees,
pursuant to each Fund's Declaration of Trust, at eight. There are presently
eight Trustees for each Fund. At the Meetings, the following nominees are to
be elected to each Fund's Board of Trustees to serve for the following terms,
in accordance with each Fund's Declaration of Trust, as set forth below:

HIAT III, MIOT II-- MIT II, INSURED MUNI, INSURED CAL MUNI --
Until the year 2003 Annual Meeting Until the year 2003 Annual Meeting
- -------------------------------------- -------------------------------------------

Michael Bozic Wayne E. Hedien
Charles A. Fiumefreddo Manuel H. Johnson
John L. Schroeder

Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not

"interested persons" of the Funds, as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The other two current
Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are "interested
persons" (as that term is defined in the 1940 Act) of the Funds and MSDW
Advisors and thus, are not Independent Trustees. The nominees for election as
Trustee have been proposed by the Trustees now serving, or, in the case of
the nominees for positions as Independent Trustees, by the Independent
Trustees now serving. All of the members of the Boards currently serving have
been elected previously by the Shareholders of the Funds.

The nominees of the Board for election as Trustee are listed below. It is
the intention of the persons named in the enclosed form of proxy, unless
instructed by proxy to withhold authority to vote for the nominees, to vote
all validly executed proxies for the election of these nominees: for HIAT III
and MIOT II--Michael Bozic and Charles A. Fiumefreddo; for MIT II, INSURED
MUNI and INSURED CAL MUNI--Wayne E. Hedien, Manuel H. Johnson and John L.
Schroeder. Should any of the nominees become unable or unwilling to accept
nomination or election, the persons named in the proxy will exercise their
voting power in favor of such person as the Boards may recommend or, in the
case of an Independent Trustee nominee, as the Independent Trustees 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 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 Fund, 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 Board of each Fund 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 HIAT III and MIOT II
and the Trustees in Class II for MIT II, INSURED MUNI and INSURED CAL MUNI
are standing for election and will, if elected, serve until the year 2003
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.

The following information regarding the nominees for election as Trustee,
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 April 18, 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 95 investment companies, including the Funds, for which MSDW
Advisors serves as investment manager or investment advisor (referred to
herein as the "Morgan Stanley Dean Witter Funds") and the 3 investment
companies, TCW/DW Term Trust 2000, TCW/DW Term Trust 2002 and TCW/DW Term
Trust 2003, for which MSDW Advisors' wholly-owned subsidiary, MSDW Services,
serves as manager and TCW Investment Management Company serves as investment
adviser (referred to herein as the "TCW/DW Term Trusts").

The nominees for Trustee to be elected at the Meetings of HIAT III and
MIOT II as set forth above are:

MICHAEL BOZIC, Trustee of each Fund since April 1994*; age 59; Director
or Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term
Trusts; Vice Chairman of Kmart Corporation (since December 1998); formerly
Chairman and Chief Executive Officer of Levitz Furniture Corporation
(November 1995-November 1998); formerly President and Chief Executive Officer
of Hills Department Stores (May 1991-July 1995); formerly variously Chairman,
Chief 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 of each Fund since July 1991*; age 66;
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 Morgan Stanley Dean Witter & Co. ("MSDW")
subsidiaries (until June 1998).

The nominees for Trustee to be elected at the Meetings of MIT II, INSURED
MUNI and INSURED CAL MUNI as set forth above are:

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

MANUEL H. JOHNSON, Trustee of each Fund 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) and NVR, Inc. (home
construction); Chairman and Trustee of the Financial Accounting Foundation
(oversight organization for the Financial Accounting Standards Board);
formerly Vice Chairman of the Board of Governors of the Federal Reserve
System (1986-1990) and Assistant Secretary of the U.S. Treasury (1982-1986).

JOHN L. SCHROEDER, Trustee 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 and the TCW/DW Term Trusts; 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).

- ------------
* This is the date the Trustee began serving the Morgan Stanley Dean
Witter Funds Complex.
5

The Trustees who are not standing for re-election at any of the Meetings
are:

EDWIN JACOB (JAKE) GARN, Trustee of each Fund since January 1993*; age 67;
Director or Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW
Term Trusts; formerly United States Senator (R-Utah) (1974-1992) and
Chairman, Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake
City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery (April
12-19, 1985); Vice Chairman, Huntsman Corporation (chemical company);
Director of Franklin Covey (time management systems), BMW Bank of North
America, Inc. (industrial loan corporation), United Space Alliance (joint
venture between Lockheed Martin and the Boeing Company) and Nuskin Asia
Pacific (multilevel marketing); member of the board of various civic and
charitable organizations.

MICHAEL E. NUGENT, Trustee 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 and the TCW/DW Term Trusts; formerly Vice President, Bankers
Trust Company and BT Capital Corporation (1984-1988); director of various
business organizations.

PHILIP J. PURCELL, Trustee 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 and the TCW/DW Term Trusts;
Director of American Airlines, Inc. and its parent company, AMR Corporation;
Director and/or officer of various MSDW subsidiaries.

The 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: HIAT
III--Peter M. Avelar, Vice President; Jonathan R. Page, Vice President; James
F. Willison, Vice President; MIT II, MIOT II, INSURED MUNI and INSURED CAL
MUNI--James F. Willison, Vice President; Joseph R. Arcieri, Vice President;
Gerard J. Lian, Vice President; Julie Morrone, Vice President (MIOT II only);
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 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 Executive Vice President (since December 1999),
Secretary and General Counsel (since February 1997) and Director (since July
1998) of MSDW Advisors and MSDW Services and Assistant Secretary of DWR
(since August 1996); he is also Executive Vice President (since December
1999) and Assistant Secretary and Assistant General Counsel (since February
1997) of MSDW Distributors and Vice President, Secretary and General Counsel
of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts (since
February 1997). He was previously Senior Vice President, Assistant Secretary
and Assistant General Counsel of MSDW Advisors and MSDW Services. Mr. Robison
is 61 years old and is currently Executive Vice President, Chief
Administrative Officer (since September 1998) and Director (since February
1999) of MSDW Advisors and MSDW Services (since

- ------------
* This is the date the Trustee began serving the Morgan Stanley Dean
Witter Funds Complex.
6

September 1998); 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 (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 a Director of MSDW Trust (since April
1996). He was formerly a partner of KPMG Peat Marwick, LLP. Mr. Caloia is 54
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 and Director of the High Yield Group of MSDW Advisors.
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 56 years old and
is currently Senior Vice President and Director of the Tax-Exempt Fixed
Income Group of MSDW Advisors. Mr. Arcieri is 51 years old and is currently
Senior Vice President of MSDW Advisors. Mr. Lian is 45 years old and is
currently Vice President of MSDW Advisors. Ms. Morrone is 36 years old and is
currently Vice President of MSDW Advisors. Ms. Stromberg is 51 years old and
is currently Senior Vice President of MSDW Advisors. Other than Messrs.
Robison, Giambrone and McAlinden, each of the above officers has been an
employee of MSDW Advisors or its affiliates for over five years.

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

The Board currently consists of eight (8) Trustees. These same individuals
also serve as directors or trustees for all of the Morgan Stanley Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of
this Proxy Statement, there are a total of 95 Morgan Stanley Dean Witter
Funds, comprised of 131 portfolios. As of March 31, 2000, the Morgan Stanley
Dean Witter Funds had total net assets of approximately $142.9 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.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in business
and finance, government service or academia; these are people whose advice
and counsel are in demand by others and for whom there is often competition.
To accept a position on the Funds' Boards, such individuals may reject other
attractive assignments because the Funds make substantial demands on their
time. All of the Independent Trustees, serve as members of the Audit
Committee. In addition, three of the Trustees, including two Independent
Trustees, also serve as members of the Derivatives Committee and the
Insurance Committee. The 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 accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by

the independent accountants and other accounting firms prior to the
performance of such services; reviewing the independence of the independent
accountants; considering the range of audit and non-audit fees; and reviewing
the adequacy of the Funds' system of internal controls and preparing and
submitting Committee meeting minutes to the 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 Fund.

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

BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE INSURANCE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS COMMITTEE
- ---------------- ---------- ---------- ------------- ----------- ------------- -----------

HIAT III......... 1/31/00 6 8 3 5 1
MIT II........... 12/31/99 6 8 3 5 1
MIOT II.......... 2/29/00 6 8 3 5 1
INSURED MUNI..... 10/31/99 6 8 3 5 1
INSURED CAL MUNI. 10/31/99 6 8 3 5 1

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

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Morgan Stanley Dean Witter Funds
avoids the duplication of effort that would arise from having different
groups of individuals serving as Independent Trustees for each of the Funds
or even of sub-groups of Funds. They believe that having the same individuals
serve as Independent Trustees of all the Funds tends to increase their
knowledge and expertise regarding matters which affect the Fund complex
generally and enhances their ability to negotiate on behalf of each Fund with
the Fund's service providers. This arrangement also precludes the possibility
of separate groups of Independent Trustees arriving at conflicting decisions
regarding operations and management of the Funds and avoids the cost and
confusion that would likely ensue. Finally, having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees of the caliber, experience and business acumen of the individuals
who serve as Independent Trustees of the Morgan Stanley Dean Witter Funds.

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds
in the Morgan Stanley Dean Witter Funds complex on whose boards the Trustee
serves. In addition, the policy contemplates that the Trustees will, over
time, increase their aggregate investment in the Funds above the $25,000
minimum requirement. The Trustees may allocate their investments among
specific Funds in any manner they determine is appropriate based on their
individual

investment objectives. As of the date of this Proxy Statement, each Trustee
is in compliance with the policy. Any future Trustee will be given a one year
period following his or her election within which to comply with the
foregoing. As of March 31, 2000, the total value of the investments by the
Trustees and/or their spouses in shares of the Morgan Stanley Dean Witter
Funds was approximately $42 million.

As of the Record Date for these Meetings, the aggregate number of shares
of each Fund owned by the respective Fund's officers and Trustees as a group
was less than 1 percent of each Fund's outstanding shares.

COMPENSATION OF INDEPENDENT TRUSTEES

Each Fund pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or committees of the Board attended by the Trustee (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 or a
Committee meeting, or a meeting of the Independent Trustees and/or more than
one Committee meeting, take place on a single day, the Trustees are paid a
single meeting fee by each Fund. Each Fund also reimburses such Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees and officers of the Fund who are or have
been employed by MSDW Advisors or an affiliated company receive no
compensation or expense reimbursement from the Fund for their services as
Trustee.

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
other than HIAT III and INSURED CAL MUNI, have adopted a retirement program
under which an Independent Trustee who retires after serving for at least
five years (or such lesser period as may be determined by the Board) as an
Independent Director or Trustee of any Morgan Stanley Dean Witter Fund that
has adopted the retirement program (each such Fund referred to as an
"Adopting Fund" and each such Trustee referred to as an "Eligible Trustee")
is entitled to retirement payments upon reaching the eligible retirement age
(normally, after attaining age 72). Annual payments are based upon length of
service. Currently, upon retirement, each Eligible Trustee is entitled to
receive from 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 for service to the Adopting Fund in the five year period prior to the
date of the Eligible Trustee's retirement. An Eligible Trustee may elect
alternate payments of his or her retirement benefits based upon the combined
life expectancy of such Eligible Trustee and his or her spouse on the date of
such Eligible Trustee's retirement. The amount estimated to be payable under
this method, through the remainder of the later of the lives of such Eligible
Trustee and spouse, will be the actuarial equivalent of the Regular Benefit.
In addition, the Eligible Trustee may elect that the surviving spouse's
periodic payment of benefits will be equal to a lower percentage of the
periodic amount when both spouses were alive. Benefits under the retirement
plan are accrued as expenses on the books of the Adopting Funds. Such
benefits are not secured or funded by the Adopting Funds.

The following tables illustrate the compensation paid to each Fund's
Independent Trustees by each respective Fund for its last fiscal year, and
the retirement benefits accrued to the Independent Trustees of MIT II, MIOT
II and INSURED MUNI by the respective Fund for its last fiscal year and the
estimated retirement benefits for the Independent Trustees of MIT II, MIOT II
and INSURED MUNI, to commence upon their retirement, as of the end of the
respective Fund's last fiscal year.

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III

NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- --------------------------- ------------------------------------

Michael Bozic............... $1,550
Edwin J. Garn............... 1,600
Wayne E. Hedien............. 1,600
Dr. Manuel H. Johnson....... 2,288
Michael E. Nugent........... 2,058
John L. Schroeder........... 2,058

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST II

FUND COMPENSATION AND ESTIMATED RETIREMENT
BENEFITS
-----------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
COMPENSATION ACCRUED AS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES RETIREMENT(1)
- --------------------------- --------------- --------------- -------------

Michael Bozic.............. $1,550 $378 $ 907
Edwin J. Garn ............. 1,600 557 909
Wayne E. Hedien............ 1,600 711 771
Dr. Manuel H. Johnson .... 2,100 229 1,360
Michael E. Nugent ......... 1,933 395 1,209
John L. Schroeder.......... 1,933 768 955

- ------------
(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 MUNICIPAL INCOME OPPORTUNITIES TRUST II

Michael Bozic............... $1,550 $376 $ 907
Edwin J. Garn .............. 1,600 550 909
Wayne E. Hedien ............ 1,600 706 771
Dr. Manuel H. Johnson ..... 2,288 253 1,360
Michael E. Nugent .......... 2,058 434 1,209
John L. Schroeder .......... 2,058 841 955

- ------------
(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 INSURED MUNICIPAL SECURITIES

Michael Bozic............... $1,550 $ 457 $ 907
Edwin J. Garn .............. 1,600 1,006 909
Wayne E. Hedien............. 1,650 716 771
Dr. Manuel H. Johnson ..... 2,100 298 1,360
Michael E. Nugent .......... 1,933 661 1,209
John L. Schroeder........... 1,933 1,248 955

- ------------
(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 INSURED CALIFORNIA MUNICIPAL SECURITIES

NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- --------------------------- ------------------------------------

Michael Bozic............... $1,550
Edwin J. Garn............... 1,600
Wayne E. Hedien............. 1,650
Dr. Manuel H. Johnson....... 2,100
Michael E. Nugent........... 1,933
John L. Schroeder........... 1,933

The following table illustrates the compensation paid to the Independent
Trustees 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

TOTAL CASH
COMPENSATION
FOR SERVICES TO
93 MORGAN STANLEY
DEAN WITTER
NAME OF INDEPENDENT TRUSTEE FUNDS
- --------------------------- -----------------

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

The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 55 Morgan Stanley Dean Witter Funds
(including each of the Funds represented in this Proxy Statement other than
HIAT III and INSURED CAL MUNI) for the calendar year ended December 31, 1999,
and the estimated retirement benefits for the Independent Trustees, to
commence upon their retirement, from the 55 Morgan Stanley Dean Witter Funds
as of December 31, 1999.

RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS

ESTIMATED ESTIMATED ANNUAL
CREDIT YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- --------------------------- --------------- -------------- ------------------- ----------------

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

- ------------
(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 OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES 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 under the
section "Election of Trustees." The business address of the Executive Officer
and other Directors is Two World Trade Center, New York, New York 10048.

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

(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees of each Fund have unanimously selected the firm of
PricewaterhouseCoopers LLP as each Fund's independent accountants for the
fiscal year ending January 31, 2001 for HIAT III, December 31, 2000 for MIT
II, February 28, 2001 for MIOT II and October 31, 2000 for INSURED MUNI and
INSURED CAL MUNI. 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.

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 OF EACH FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS.

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 Meeting of any Fund, 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 January 4, 2001 for HIAT III, MIT II, MIOT II, INSURED MUNI and INSURED
CAL MUNI, 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 HIAT III under Section 16
of the Securities Exchange Act of 1934 and had not previously filed an
"Initial Statement of Beneficial Ownership of Securities" on Form 3: Mitchell
M. Merin, Ronald E. Robison, Joseph J. McAlinden, Edwin J. Garn, Manuel H.
Johnson, Michael E. Nugent, Wayne E. Hedien, Barry Fink and Peter M. Avelar.
None of the above reporting persons has ever held any shares of the Fund.

The following are "reporting persons" of MIT 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, James F. Willison and Morgan Stanley Dean Witter Advisors
Inc. None of the above reporting persons has ever held any shares of the
Fund.

The following are "reporting persons" of MIOT 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, Edwin J. Garn, Manuel H.
Johnson, Wayne E. Hedien, Barry Fink and James F. Willison. None of the above
reporting persons has ever held any shares of the Fund.

The following are "reporting persons" of INSURED MUNI 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, Wayne E. Hedien,
Barry Fink and Thomas F. Caloia. None of the above reporting persons has ever
held any shares of the Fund. In addition, the Fund's Investment Manager,
failed to timely report a transaction by an affiliate in shares of the Fund
on Form 4.

The following are "reporting persons" of INSURED CAL MUNI 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, Wayne E. Hedien and Barry
Fink. None of the above reporting persons has ever held any shares of the
Fund.

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT HAS BEEN SENT PREVIOUSLY TO
SHAREHOLDERS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM NINA WESSEL AT
MORGAN STANLEY DEAN WITTER TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO,
JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS) (TOLL-FREE).

INTEREST OF CERTAIN PERSONS

MSDW, MSDW Advisors, DWR, MSDW Services, and certain of their respective
Directors, Officers, and employees, including persons who are Trustees or
Officers of the 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 Board of Trustees

BARRY FINK
Secretary

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter High Income Advantage Trust III on June 22, 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 April 26, 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.

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

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) 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 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.

FOR AGAINST ABSTAIN

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

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

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

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

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

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

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

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

PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST III

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

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- --------------------------------------------------------------------------------

PRX 00096

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME 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 Municipal Income Trust II on June 22, 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 April 26, 2000 as follows:

(Continued on reverse side)

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

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

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

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

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Wayne E. Hedien, 02. Manuel H. Johnson,

03. John L. Schroeder

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

FOR AGAINST ABSTAIN

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

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

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

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

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

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

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

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

MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME 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.

PRX 00124

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES 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 Municipal Income Opportunities Trust II on June 22,
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 April 26, 2000 as follows:

(Continued on reverse side)

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

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

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.

FOR AGAINST ABSTAIN

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

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

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

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

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

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

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

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

MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST 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.

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.

- -------------------------------------------------------------------------------
PRX 00128

MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES

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 Insured California Municipal Securities on June 22,
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 April 26, 2000 as follows:

(Continued on reverse side)

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

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

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

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

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Wayne E. Hedien, 02. Manuel H. Johnson,

03. John L. Schroeder

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

FOR AGAINST ABSTAIN

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

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

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

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

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

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

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

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

PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

MORGAN STANLEY DEAN WITTER
INSURED CALIFORNIA MUNICIPAL SECURITIES

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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.

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PRX 00039

MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES

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 Insured Municipal Securities on June 22, 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 April 26, 2000 as follows:

(Continued on reverse side)

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

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

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

FOR ALL
FOR WITHHOLD EXCEPT

1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Wayne E. Hedien, 02. Manuel H. Johnson,

03. John L. Schroeder

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

FOR AGAINST ABSTAIN

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

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

Date
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Shareholder sign in the box above

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

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PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

MORGAN STANLEY DEAN WITTER
INSURED MUNICIPAL SECURITIES

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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.

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PRX 00038

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MORGAN STANLEY DEAN WITTER FUNDS
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OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK

You can now vote your proxy in a matter of minutes with the ease and
convenience of the Internet or the telephone. You may still vote by mail.
But remember, if you are voting by Internet or telephone, do not mail the
proxy.

TO VOTE BY INTERNET:

1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Proxy Voting" link on www.msdwt.com or to website
www.proxyvote.com.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.

TO VOTE BY TELEPHONE:

1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.

Your Proxy Vote is Important!
Thank You for Submitting Your Proxy.

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