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 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
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 26, 2001

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER HIGH INCOME ADVANTAGE TRUST III, 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 the Career Development Room, Sixty-First
Floor, Two World Trade Center, New York, New York 10048, on June 26, 2001 at
9:00 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 one (1) Trustee to serve until the year 2003 Annual Meeting of each
Fund and three (3) Trustees to serve until the year 2004 Annual Meeting of
each Fund; and for MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL SECURITIES
AND MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL SECURITIES, to
elect one (1) Trustee to serve until the year 2002 Annual Meeting of each
Fund and three (3) Trustees to serve until the year 2004 Annual Meeting of
each Fund; or in each case, until their successors shall have been elected
and qualified; and

2. To ratify or reject the selection of Deloitte & Touche LLP as each
Fund's independent auditors for fiscal year ending January 31, 2002 for
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III; for fiscal year
ending February 28, 2002 for MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST II; and for fiscal year ending October 31, 2001 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
17, 2001 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
April 27, 2001 Secretary
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 26, 2001

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 ("YLH"), MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST II ("OIB"), MORGAN STANLEY DEAN WITTER INSURED MUNICIPAL
SECURITIES ("IMS") and MORGAN STANLEY DEAN WITTER INSURED CALIFORNIA MUNICIPAL
SECURITIES ("ICS") (individually, a "Fund" and, collectively, the "Funds") for
use at the Annual Meetings of Shareholders of the Funds to be held jointly on
June 26, 2001 (the "Meeting(s)"), and at any adjournments thereof. The first
mailing of this Proxy Statement is expected to be made on or about May 2, 2001.

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 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 17, 2001, 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 April 17, 2001, there were 12,837,779 shares of
beneficial interest of YLH, 18,502,645 shares of beneficial interest of OIB,
8,068,715 shares of beneficial interest of IMS and 3,995,513 shares of
beneficial interest of ICS 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 Morgan Stanley DW Inc. ("Morgan
Stanley DW"), 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 nine. There are presently nine
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:

YLH, OIB -- IMS, ICS --
Until the year 2003 Annual Meeting Until the year 2002 Annual Meeting
- ------------------------------------ -----------------------------------
James F. Higgins James F. Higgins

Until the year 2004 Annual Meeting Until the year 2004 Annual Meeting
- ------------------------------------ -----------------------------------
Wayne E. Hedien Edwin J. Garn
Manuel H. Johnson Michael E. Nugent
John L. Schroeder Philip J. Purcell

Six of the current nine 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 three current Trustees, 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. 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, except for James F. Higgins, have been elected
previously by the Shareholders of the Funds.

The nominees of the Board for election as Trustee of each Fund 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 YLH
and OIB Wayne E. Hedien, James F. Higgins, Manuel H. Johnson and John L.
Schroeder; for IMS and ICS-- Edwin J. Garn, James F. Higgins, Michael E. Nugent
and Philip J. Purcell. 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, Higgins 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 II for YLH and OIB and the
Trustees in Class III for IMS and ICS are standing for election and will, if
elected, serve until the year 2004 Annual Meetings for each Fund as set forth
above, or until their successors shall have 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 2003 Annual Meetings of YLH
and OIB and until the year 2002 Annual Meetings of IMS and ICS, 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.

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 17, 2001 (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 94
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 2 investment companies, 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 nominee for Trustee to be elected at the Meetings of each Fund as set
forth above is:

JAMES F. HIGGINS, Trustee since June 2000*; age 53; Chairman of the
Private Client Group of Morgan Stanley Dean Witter & Co. ("MSDW") (since August
2000); Director of MSDW Trust 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 Morgan Stanley Dean Witter & Co. ("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 Director (1985-1997) of Morgan
Stanley DW.

The nominees for Trustee to be elected at the Meetings of YLH and OIB as
set forth above are:

WAYNE E. HEDIEN, Trustee since September 1997*; age 67; 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 since July 1991*; age 52; 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.

JOHN L. SCHROEDER, Trustee 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.

The nominees for Trustee to be elected at the Meetings of IMS and ICS as
set forth above are:

EDWIN JACOB (JAKE) GARN, Trustee 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, Hunstman Corporation (chemical company); Director of Franklin
Covey (time management systems), BMW Bank of North America, Inc. (industrial
loan corporation), United Space Alliance (join 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.

MICHAEL E. NUGENT, Trustee 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.

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

PHILIP J. PURCELL, Trustee since April 1994*; age 57; Chairman of the
Board of Directors and Chief Executive Officer of MSDW, Morgan Stanley DW and
Novus Credit Services Inc.; Director of Morgan Stanley Dean Witter Distributors
Inc. ("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 Trustees who are not standing for re-election at any of the Meetings
are:

MICHAEL BOZIC, Trustee since April 1994*; age 60; Retired; Director or
Trustee of the Morgan Stanley Dean Witter Funds and the TCW/DW Term Trusts;
formerly Vice Chairman of Kmart Corporation (December 1998-October 2000),
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 Weirton Steel
Corporation.

CHARLES A. FIUMEFREDDO, Trustee 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 MSDW Distributors,
Executive Vice President of Morgan Stanley DW, Chairman and Director of MSDW
Trust and Director and/or officer of various MSDW subsidiaries (until June
1998).

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: YLH--Stephen F. Esser, Vice
President; Gordon W. Loery, Vice President and Deanna L. Loughnane, Vice
President; Jonathan R. Page, Vice President; James F. Willison, Vice President;
OIB, IMS and ICS--James F. Willison, Vice President; Joseph R. Arcieri, Vice
President; Gerard J. Lian, Vice President; Julie Morrone, Vice President (OIB
only); Katherine H. Stromberg, Vice President. In addition, Marilyn K. Cranney,
Natasha Kassian, Todd Lebo, LouAnne D. McInnis, Carsten Otto, Ruth Rossi and
George Silfen serve as Assistant Secretaries of each Fund.

Mr. Merin is 47 years old and is currently President and Chief Operating
Officer of Morgan Stanley Dean Witter Asset Management (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 46
years old and is currently General Counsel (since May 2000) and Managing
Director (since December 2000) of Morgan Stanley Dean Witter Asset Management;
Managing Director (since December 2000), Secretary and General Counsel (since
February 1997) and Director (since July 1998) of MSDW Advisors and MSDW
Services and Assistant Secretary of Morgan Stanley DW (since August 1996); he
is also Vice President and Secretary 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 62 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 September
1998); prior thereto he was a

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

Managing Director of the TCW Group, Inc. Mr. McAlinden is 58 years old and is
currently Managing Director and Chief Investment Officer of MSDW Advisors and
Director of MSDW Trust. He was previously Senior Vice President of MSDW
Advisors. Mr. Giambrone is 46 years old and is currently Senior Vice President
of MSDW Advisors, MSDW Services, MSDW Distributors and MSDW Trust and a
Director of MSDW Trust. Mr. Caloia is 55 years old and is currently First Vice
President and Assistant Treasurer of MSDW Advisors and MSDW Services. Mr. Page
is 54 years old and is currently Managing Director of MSDW Advisors. Mr.
Willison is 57 years old and is currently Managing Director of MSDW Advisors.
Mr. Esser is 36 years old and is currently Managing Director of MSDW Advisors
as well as Managing Director of Miller Anderson & Sherrerd, LLP ("MAS"), an
affiliate of MSDW Advisors. Mr Loery is 40 years old and is currently Principal
of MSDW Advisors and of MAS. Ms. Loughnane is 34 years old and is currently
Principal of MSDW Advisors and of MAS (since 1997) and prior thereto was a Vice
President and Senior Corporate Bond Analyst for Putnam Investments (1993-1997).
Mr. Arcieri is 52 years old and is currently Principal of MSDW Advisors. Mr.
Lian is 46 years old and is currently Vice President of MSDW Advisors. Ms.
Morrone is 38 years old and is currently Vice President of MSDW Advisors. Ms.
Stromberg is 52 years old and is currently Principal of MSDW Advisors. Other
than Mr. Robison and Ms. Loughnane, each of the above officers has been an
employee of either MSDW Advisors, MAS or their affiliates for over five years.

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

The Board currently consists of nine (9) 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 94 Morgan Stanley Dean Witter Funds,
comprised of 126 portfolios. As of March 31, 2001, the Morgan Stanley Dean
Witter Funds had total net assets of approximately $145 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, 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 Funds' system of internal controls; and preparing
and submitting Committee meeting minutes to the full Board. All of the members
of the Audit Committee are independent as defined in the New York Stock
Exchange corporate governance standards for audit committees.

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

YLH .......... 01/31/01 4 8 7 6 1
OIB .......... 02/28/01 4 8 8 5 1
IMS .......... 10/31/00 4 8 6 5 1
ICS .......... 10/31/00 4 8 6 5 1

AUDIT COMMITTEE REPORT

The Board of Trustees of each Fund has adopted a formal written charter
for the Audit Committee which sets forth the Audit Committee's
responsibilities. A copy of the Audit Committee charter is attached to this
Proxy Statement as Exhibit A.

The Audit Committee of each Fund has reviewed and discussed the financial
statements of each Fund with management as well as with Deloitte & Touche LLP,
the independent auditors for each Fund. In the course of its discussions, the
Audit Committee also discussed with Deloitte & Touche LLP any relevant matters
required to be discussed under the Statement on Auditing Standards No. 61.
Based on this review, the Audit Committee recommended to the Board of Trustees
of each Fund that each Fund's audited financial statements be included in each
Fund's Annual Report to Shareholders for the most recent fiscal year for filing
with the Securities and Exchange Commission. The Audit Committee has received
the written disclosures and the letter from Deloitte & Touche LLP required
under Independence Standards Board No. 1 and has discussed with the independent
auditors their independence.

The Audit Committee

Manuel H. Johnson
(Chairman)
Michael Bozic
Edwin J. Garn
Wayne E. Hedien
Michael E. Nugent
John L. Schroeder

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, 2001, the total value of the investments by the Trustees and/or
their spouses in shares of the Morgan Stanley Dean Witter Funds was
approximately $65.2 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, 53 of the Morgan Stanley Dean
Witter Funds, including OIB and IMS represented in this Proxy Statement, 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 Fund represented in this Proxy Statement for its
last fiscal year, and the retirement benefits accrued to the Independent
Trustees of OIB and IMS by those Funds for their respective last fiscal years
and the estimated retirement benefits for the Independent Trustees of OIB and
IMS, to commence upon their retirement, as of the end of those Funds'
respective last fiscal year.

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST III (YLH)

NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- -------------------------------- -------------------------------------
Michael Bozic .................. $1,500
Edwin J. Garn .................. 1,550
Wayne E. Hedien ................ 1,550
Dr. Manuel H. Johnson .......... 2,300
Michael E. Nugent .............. 2,050
John L. Schroeder .............. 2,000

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST II (OIB)

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 $ 368 $ 967
Edwin J. Garn ................. 1,600 531 961
Wayne E. Hedien ............... 1,600 693 822
Dr. Manuel H. Johnson ......... 2,350 379 1,420
Michael E. Nugent ............. 2,100 642 1,269
John L. Schroeder ............. 2,050 1,219 972

- ----------
(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 (IMS)

Michael Bozic ................. $1,550 $ 440 $ 907
Edwin J. Garn ................. 1,550 963 909
Wayne E. Hedien ............... 1,550 686 771
Dr. Manuel H. Johnson ......... 2,300 418 1,360
Michael E. Nugent ............. 2,050 854 1,209
John L. Schroeder ............. 2,000 1,607 955

- ----------
(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 (ICS)

NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- -------------------------------- -------------------------------------
Michael Bozic .................. $1,550
Edwin J. Garn .................. 1,550
Wayne E. Hedien ................ 1,550
Dr. Manuel H. Johnson .......... 2,300
Michael E. Nugent .............. 2,050
John L. Schroeder .............. 2,000

The following table illustrates the compensation paid to the Independent
Trustees of the Funds for the calendar year ended December 31, 2000 for
services to the 97 Morgan Stanley Dean Witter Funds that were in operation at
December 31, 2000.

CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS

TOTAL CASH
COMPENSATION
FOR SERVICES TO
97 MORGAN STANLEY
DEAN WITTER
NAME OF INDEPENDENT TRUSTEE FUNDS
- ------------------------------- ------------------
Michael Bozic ................. $146,917
Edwin J. Garn ................. 151,717
Wayne E. Hedien ............... 151,567
Dr. Manuel H. Johnson ......... 223,655
Michael E. Nugent ............. 199,759
John L. Schroeder ............. 194,809

The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 53 Morgan Stanley Dean Witter Funds
(including OIB and IMS represented in this Proxy Statement) for the calendar
year ended December 31, 2000, and the estimated retirement benefits for the
Independent Trustees, to commence upon their retirement, from the 53 Morgan
Stanley Dean Witter Funds as of December 31, 2000.

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% $20,001 $52,855
Edwin J. Garn ................. 10 60.44 29,348 52,817
Wayne E. Hedien ............... 9 51.37 37,886 44,952
Dr. Manuel H. Johnson ......... 10 60.44 21,187 77,817
Michael E. Nugent ............. 10 60.44 36,202 69,506
John L. Schroeder ............. 8 50.37 65,337 53,677

- ----------
(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,
Managing Director, 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 OIB, serves as the Administrator of OIB. 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 dislaimer 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.

Each Fund'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 years
ending January 31, 2002 (YLH); February 28, 2002 (OIB); and October 31, 2001
for each of IMC and ICS, is being submitted for ratification or rejection by
Shareholders of each respective Fund at the Meetings. 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, 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 OF EACH FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS.

AUDIT FEES PAID BY THE FUNDS

The fees for professional services rendered by Deloitte & Touche LLP in
connection with the annual audit and review of financial statements of YLH,
OIB, IMS and ICS for their respective fiscal years were $25,000, $26,000,
$25,000 and $25,000 respectively.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION

There were no professional services rendered by Deloitte & Touche LLP to
the Funds, the investment advisor, or to affiliated entities that provided
services to the Funds during their most recent fiscal years ended, relating to
financial information systems design and implementation.

ALL OTHER FEES

The aggregate fees for professional services rendered by Deloitte & Touche
LLP for other non-audit services provided to the Funds, the investment advisor
and to affiliated entities that provided services to the Funds during their
most recent fiscal years ended amounted to $9.6 million, which fees related to
services such as tax and regulatory consultation, tax return preparation,
agreed upon procedures, compliance and improving business and operational
processes.

The Audit Committee of each of the Funds considered whether Deloitte &
Touche LLP's provision of non-audit services is compatible with maintaining
their independence.

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 proposal, 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 7, 2002 for each Fund for inclusion in the proxy statement for
each respective Fund's next Annual Meeting. The mere submission of a proposal
does not guarantee its inclusion in the proxy materials or its presentation at
the meeting. Certain rules under the federal securities laws must be met.

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT 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, Morgan Stanley DW, 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

CHARTER OF THE
AUDIT COMMITTEE
OF THE
MORGAN STANLEY DEAN WITTER FUNDS

The Board of Directors/Trustees (the "Board") of each fund advised or
managed by Morgan Stanley Dean Witter Advisors Inc. or Morgan Stanley Dean
Witter Services Company Inc. (each, a "Fund," collectively, the "Funds") has
adopted and approved this charter for the audit committee of each Fund (the
"Audit Committee").

1. Structure and Membership Requirements:

1.01 The Audit Committee shall consist of at least three "independent"
directors/trustees. "Independent" shall have the meaning ascribed to it
in New York Stock Exchange Listed Company Standard 303.01(2) and (3).

1.02 Each member of the Audit Committee shall not be an "interested person"
of the Funds, as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940.

1.03 Each member of the Audit Committee shall be "financially literate," as
such term is interpreted by the Fund's Board in its business judgment,
or must become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee.

1.04 At least one member of the Audit Committee must have accounting or
related financial management expertise, as such qualification is
interpreted by the Fund's Board in its business judgment.

2. Meetings:

2.01 The Audit Committee shall meet at least twice each calendar year.

3. Duties and Powers:

3.01 Each Fund's outside auditor is ultimately accountable to the Audit
Committee and to the Board. The Audit Committee, subject to the Board's
approval and oversight, has the authority and responsibility, to
select, evaluate and, where appropriate, replace the outside auditor.
To the extent required by law, this includes nominating the selected
outside auditor to be considered for approval or ratification by
shareholders at their next annual meeting.

3.02 The Audit Committee shall approve the scope of professional services
to be provided to the Funds by the outside auditor.

3.03 The Audit Committee shall review with the outside auditor the audit
plan and results of the auditing engagement.

3.04 The Audit Committee shall review the independence of the outside
auditor, including:

(a) ensuring that the outside auditor submits to the Audit Committee,
at least annually, a letter delineating all relationships between the
auditor and the Funds;

(b) engaging in a dialogue with the outside auditor with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the outside auditor; and

(c) recommending the Board take action in response to the outside
auditor's report of any of the relationships discussed in (b) above, to
the extent necessary and appropriate for the Audit Committee to satisfy
itself of the outside auditor's independence.

A-1

3.05 The Audit Committee shall oversee any other aspects of the Funds'
audit process as it deems necessary and appropriate.

3.06 The Audit Committee is empowered to review the Funds' system of
internal controls.

3.07 The Audit Committee shall have the resources and authority as it deems
appropriate to discharge its responsibilities, including the authority
to retain special counsel and other experts or consultants at the
expense of the appropriate Fund(s).

4. Review of Charter:

4.01 The Audit Committee shall review and assess the adequacy of this
charter annually.

4.02 Any changes to the charter must be recommended by the Audit Committee
and approved by the Board.

A-2

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 26, 2001, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated April 27, 2001 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.

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

AS TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES
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
Election of four (4) Trustees: [ ] [ ] [ ]

01. Wayne E. Hedien, 02. James F. Higgins,
03. Manuel H. Johnson, 04. John L. Schroeder

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

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.

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 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 26,
2001, at 9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated April 27, 2001 as follows: