MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME TRUST III
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 23, 2001
The undersigned shareholder of Morgan Stanley Dean Witter Municipal Income
Trust III, does hereby appoint Barry Fink, Ronald E. Robison and Joseph J.
McAlinden and each of them, as attorneys-in-fact and proxies of the
undersigned, each with the full power of substitution, to attend the Special
Meeting of Shareholders of Morgan Stanley Dean Witter Municipal Income Trust
III to be held on January 23, 2001, in the Career Development Room, Sixty-First
Floor, Two World Trade Center, New York, New York at 9:00 A.M., New York time,
and at all adjournments thereof and to vote the shares held in the name of the
undersigned on the record date for said meeting for the Proposal specified on
the reverse side hereof. Said attorneys-in-fact shall vote in accordance with
their best judgment as to any other matter.
(Continued on reverse side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. 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 PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE
BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW/MSDWT.COM or
WWW.PROXYVOTE.COM
PLEASE MARK VOTES
AS IN THE EXAMPLE [X]
USING BLACK OR BLUE
INK
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The Proposal:
Approval of the Agreement and Plan of Reorganization, dated as of August 24,
2000, pursuant to which substantially all of the assets of Morgan Stanley Dean
Witter Municipal Income Trust III would be combined with those of Morgan Stanley
Dean Witter Tax-Exempt Securities Trust and shareholders of Morgan Stanley Dean
Witter Municipal Income Trust III would become shareholders of Morgan Stanley
Dean Witter Tax-Exempt Securities Trust receiving Class D shares in Morgan
Stanley Dean Witter Tax-Exempt Securities Trust with a value equal to the net
asset value of their holdings in Morgan Stanley Dean Witter Municipal Income
Trust III.
Please sign personally. If the shares are registered in more than one name,
each joint owner or each fiduciary should sign personally. Only authorized
officers should sign for corporations.
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 MUNICIPAL INCOME TRUST III
IMPORTANT
USE ONE OF THE 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.
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