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

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

Check the appropriate box:

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

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

(Names of Registrants as specified in their charter)

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

Payment of Filing Fee (check the appropriate box):

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

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

2) Aggregate number of securities to which transaction applies:

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

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

4) Proposed maximum aggregate value of transaction:

5) Fee previously paid:

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

1) Amount Previously Paid

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST
MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST II
MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC.
MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME
OPPORTUNITIES TRUST

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

TO BE HELD DECEMBER 18, 2001

Annual Meetings of Shareholders ("Meeting(s)") of MORGAN STANLEY DEAN
WITTER GOVERNMENT INCOME TRUST, MORGAN STANLEY DEAN WITTER HIGH INCOME
ADVANTAGE TRUST, MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST II,
MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC. and MORGAN STANLEY DEAN
WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST (individually, a "Fund" and,
collectively, the "Funds"), four unincorporated business trusts organized under
the laws of the Commonwealth of Massachusetts and one corporation organized
under the laws of Maryland, will be held jointly in the Conference Room, 2nd
Floor, Harborside Financial Center, Plaza Two, Jersey City, NJ 07311, on
December 18, 2001 at 9:00 a.m., New York City time, for the following purposes:

1. For MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST, MORGAN STANLEY
DEAN WITTER HIGH INCOME ADVANTAGE TRUST II and MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST, to elect three (3) Trustees to serve
until the year 2004 Annual Meeting of each Fund; for MORGAN STANLEY DEAN
WITTER HIGH INCOME ADVANTAGE TRUST, to elect three (3) Trustees to serve
until the year 2004 Annual Meeting; and for MORGAN STANLEY DEAN WITTER
INCOME SECURITIES INC., to elect nine (9) Directors to serve until the year
2002 Annual Meeting, or in each case, until their successors shall have
been elected and qualified.

2. For MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC., to approve or
disapprove a proposed amendment to the Articles of Incorporation of the
Fund to change the name of the Fund to "Morgan Stanley Income Securities
Inc.";

3. To approve or disapprove an amendment to the Investment Restrictions
of MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST to enable the Fund to
invest in financial futures contracts and related options thereon; and

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

Shareholders of record of each Fund as of the close of business on October
23, 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, 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

November 6, 2001

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

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

C/O MORGAN STANLEY DEAN WITTER TRUST FSB
HARBORSIDE FINANCIAL CENTER, PLAZA TWO
JERSEY CITY, NEW JERSEY, 07311

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

JOINT PROXY STATEMENT

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

ANNUAL MEETINGS OF SHAREHOLDERS
DECEMBER 18, 2001

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees/ Directors (the "Board(s)") of MORGAN STANLEY DEAN
WITTER GOVERNMENT INCOME TRUST ("GVT"), MORGAN STANLEY DEAN WITTER HIGH INCOME
ADVANTAGE TRUST ("YLD"), MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST
II ("YLT"), MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC. ("ICB") and MORGAN
STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST ("OIA") (individually,
a "Fund" and, collectively, the "Funds") for use at the Annual Meetings of
Shareholders of the Funds to be held jointly on December 18, 2001 (the
"Meeting(s)"), and at any adjournments thereof. The first mailing of this Proxy
Statement is expected to be made on or about November 7, 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/stock
("shares") represented by the proxy in accordance with the instructions marked
thereon. Unmarked proxies will be voted for each of the nominees for election
as Trustee/Director to be elected by shareholders with respect to each Fund,
and in favor of Proposal 2 for ICB and in favor of Proposal 3 for GVT set forth
in the attached Notice of Annual Meetings of Shareholders. A proxy may be
revoked at any time prior to its exercise by any of the following: written
notice of revocation to the Secretary of the Funds, execution and delivery of a
later dated proxy to the Secretary of the Funds (whether by mail or, as
discussed below, by touchtone telephone or the Internet) (if returned and
received in time to be voted), or attendance and voting at the Meetings.
Attendance at the Meetings will not in and of itself revoke a proxy.

Shareholders of record ("Shareholders") of each Fund as of the close of
business on October 23, 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 October 23, 2001, there were 38,602,549 shares of
beneficial interest of GVT, 29,997,052 shares of beneficial interest of YLD,
35,300,507 shares of beneficial interest of YLT, 11,395,818 shares of common
stock of ICB and 20,932,272 shares of beneficial interest of OIA 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/Directors,
officers of the Funds, or officers and regular employees of Morgan Stanley
Investment Advisors Inc. ("Morgan Stanley Investment Advisors" or the
"Investment Manager"), Morgan Stanley Dean Witter Trust FSB ("Morgan Stanley
Trust" or the "Transfer Agent"), Morgan Stanley Services Company Inc. ("Morgan
Stanley Services") and/or Morgan Stanley DW Inc. ("Morgan Stanley DW"), without
special compensation therefor. In addition, each Fund may employ Alamo Direct
Mail Services Inc. ("Alamo") 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 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 Internet or by
telephone, Shareholders can access the website or call the toll-free number
listed on the proxy card or noted in the enclosed voting instructions. To vote
by Internet or by telephone, Shareholders will need the "control number" that
appears on the proxy card.

In certain instances, Alamo and Morgan Stanley 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 Alamo,
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/DIRECTORS FOR EACH FUND

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

YLD -- ICB --
GVT, YLT, OIA Until the year 2004 Until the year 2002
Until the year 2004 Annual Meeting Annual Meeting Annual Meeting
------------------------------------ ------------------------ -----------------------

Edwin J. Garn Michael Bozic Michael Bozic
Michael E. Nugent Charles A. Fiumefreddo Charles A. Fiumefreddo
Philip J. Purcell James F. Higgins Edwin J. Garn
Wayne E. Hedien
James F. Higgins
Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell
John L. Schroeder

Six of the current nine Trustees/Directors (Michael Bozic, Edwin J. Garn,
Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder)
are "Independent Trustees" or "Independent Directors," that is, Trustees or
Directors who are not "interested persons" of the Funds, as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The
other three current Trustees/Directors, Charles A. Fiumefreddo, James F.
Higgins and Philip J. Purcell, are "interested persons" (as that term is
defined in the 1940 Act) of the Funds and Morgan Stanley Investment Advisors
and thus, are not Independent Trustees or Independent Directors. The nominees
for election as Trustee or Director have been proposed by the Trustees or
Directors now serving, or in the case of the nominees for positions as
Independent Trustee or Independent Director, by the Independent Trustees or
Independent Directors now serving. All of the members of the Boards previously
have been elected by the Shareholders of the Funds.

The nominees of the Boards of Trustees/Directors for election as
Trustee/Director are listed below. It is the intention of the persons named in
the enclosed form of proxy, unless instructed by proxy to withhold authority to
vote for the nominees, to vote all validly executed proxies for the election of
these nominees: for GVT, YLT and OIA--Edwin J. Garn, Michael E. Nugent and
Philip J. Purcell; for YLD--Michael Bozic, Charles A. Fiumefreddo and James F.
Higgins; for ICB--Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, Wayne
E. Hedien, James F. Higgins, Manuel H. Johnson, Michael E. Nugent, Philip J.
Purcell and John L. Schroeder. Should any of the nominees become unable or
unwilling to accept nomination or election, the persons named in the proxy will
exercise their voting power in favor of such person or persons as the Boards
may recommend or, in the case of an Independent Trustee/Director nominee, as
the Independent Trustees/Directors of each Fund may recommend. All of the
nominees have consented to being named in this Proxy Statement and to serve if
elected. The Funds know of no reason why any of the said nominees would be
unable or unwilling to accept nomination or election. With respect to each
Fund, the election of each Trustee/Director requires the approval of a majority
of the shares of the Fund represented and entitled to vote at the Meeting.

Pursuant to the provisions of the Declaration of Trust of each of GVT,
YLD, YLT, and OIA, in certain cases as amended, the Trustees are divided into
three separate classes, each class having a term of three years. The term of
office of one of each of the three classes will expire each year.

The Boards of GVT, YLD, YLT and OIA previously determined that any nominee
for election as Trustee for each Fund will stand for election as Trustee and
serve as Trustee in one of the three classes of Trustees as follows: Class
I--Messrs. Bozic, Fiumefreddo and Higgins; Class II--Messrs. Hedien, Johnson
and Schroeder; and Class III--Messrs. Garn, Nugent and Purcell. Each nominee
will, if elected, serve a term of up to approximately three years running for
the period assigned to that class and terminating at the date of the Annual
Meeting of Shareholders so designated by the Boards, or any adjournments
thereof. In accordance with the above, the Trustees in Class III for GVT, YLT
and OIA and the Trustees in Class I for YLD are standing for election and will,
if elected, serve until the year 2004 Annual Meeting for each Fund as set forth
above, or in each case, until his successor has been elected and qualified. As
a consequence of this method of election, the replacement of a majority of each
of the Boards could be delayed for up to two years.

Pursuant to the provisions of the Articles of Incorporation of ICB, the
terms of office of each Director will expire each year. Therefore, all of the
Directors of the Fund, if elected, will serve until the year 2002 Annual
Meeting of ICB, or until their successors shall have been elected and
qualified.

The following information regarding the nominees for election as
Trustee/Director, and each of the other members of the Boards, includes his
principal occupations and employment for at least the last five years, his age,
shares of each Fund owned, if any, as of October 23, 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 98 investment companies, including the Funds, for
which Morgan Stanley Investment Advisors serves as investment manager or
investment adviser (referred to herein as the "Morgan Stanley Funds") and the 2
investment companies, TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003, for
which Morgan Stanley Investment Advisors' wholly-owned subsidiary, Morgan
Stanley Services, serves as manager and TCW Investment Management Company
serves as investment adviser (referred to herein as the "TCW/DW Term Trusts").

The respective nominees for Trustee/Director to be elected at the Meetings
of GVT, YLD, YLT, ICB and OIA as set forth above are:

MICHAEL BOZIC, Trustee/Director since April 1994*; age 60; Retired;
Director or Trustee of the Morgan Stanley 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 of Weirton Steel
Corporation.

CHARLES A. FIUMEFREDDO, Trustee/Director since July 1991*; age 68;
Chairman, Director or Trustee and Chief Executive Officer of the Morgan Stanley
Funds and the TCW/DW Term Trusts; formerly Chairman, Chief Executive Officer
and Director of Morgan Stanley Investment Advisors, Morgan Stanley Services and
Morgan Stanley Distributors, Inc. ("Morgan Stanley Distributors"), Executive
Vice President of Morgan Stanley DW, Chairman and Director of Morgan Stanley
Trust and Director and/or officer of various Morgan Stanley Dean Witter & Co.
("Morgan Stanley") subsidiaries (until June 1998).

EDWIN JACOB (JAKE) GARN, Trustee/Director since January 1993*; age 69;
Director or Trustee of the Morgan Stanley 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);
formerly Vice Chairman, Huntsman Corporation (chemical company) (1993-1999);
Director of Franklin Covey (time management systems), BMW

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

Bank of North America, Inc. (industrial loan corporation), United Space
Alliance (joint venture between Lockheed Martin and the Boeing Company) and
Nuskin Asia Pacific (multilevel marketing); member of the Utah Regional
Advisory Board of Pacific Corp.; member of the board of various civic and
charitable organizations.

WAYNE E. HEDIEN, Trustee/Director since September 1997*; age 67; Retired;
Director or Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts;
Director of The PMI Group, Inc. (private mortgage insurance); Trustee and Vice
Chairman of The Field Museum of Natural History; formerly associated with the
Allstate Companies (1966-1994), most recently as Chairman of The Allstate
Corporation (March 1993-December 1994) and Chairman and Chief Executive Officer
of its wholly-owned subsidiary, Allstate Insurance Company (July 1989-December
1994); director of various other business and charitable organizations.

JAMES F. HIGGINS, Trustee/Director since June 2000*; age 53; Chairman of
the Individual Investor Group of Morgan Stanley (since August 2000); Director
of Morgan Stanley Trust, Morgan Stanley Distributors and Dean Witter Realty
Inc.; Director or Trustee of the Morgan Stanley Funds and the TCW/DW Term
Trusts (since June 2000); previously President and Chief Operating Officer of
the Private Client Group of Morgan Stanley (May 1999-August 2000), President
and Chief Operating Officer of Individual Securities of Morgan Stanley
(February 1997-May 1999), President and Chief Operating Officer of Dean Witter
Securities of Morgan Stanley (1995-February 1997), and Director (1985-1997) of
Morgan Stanley DW.

MANUEL H. JOHNSON, Trustee/Director 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 Funds and the TCW/DW Term Trusts; Director of NVR, Inc. (home
construction); Chairman and Trustee of the Financial Accounting Foundation
(oversight organization for the Financial Accounting Standards Board); formerly
Vice Chairman of the Board of Governors of the Federal Reserve System and
Assistant Secretary of the U.S. Treasury.

MICHAEL E. NUGENT, Trustee/Director since July 1991*; age 65; General
Partner, Triumph Capital, L.P., a private investment partnership; Chairman of
the Insurance Committee and Director or Trustee of the Morgan Stanley Funds and
the TCW/DW Term Trusts; director/trustee of various investment companies
managed by Morgan Stanley Investment Management Inc. and Morgan Stanley
Investments LP (since July 2001); formerly Vice President, Bankers Trust
Company and BT Capital Corporation; director of various business organizations.

PHILIP J. PURCELL, Trustee/Director since April 1994*; (700 shares --
OIA); age 58; Chairman of the Board of Directors and Chief Executive Officer of
Morgan Stanley, Morgan Stanley DW and Novus Credit Services Inc.; Director of
Morgan Stanley Distributors; Director or Trustee of the Morgan Stanley Funds
and the TCW/DW Term Trusts; Director of American Airlines, Inc. and its parent
company, AMR Corporation; Director and/or officer of various Morgan Stanley
subsidiaries.

JOHN L. SCHROEDER, Trustee/Director since April 1994*; age 71; Retired;
Chairman of the Derivatives Committee and Director or Trustee of the Morgan
Stanley 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 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

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

Funds, the other executive officers are as follows: GVT--W. David Armstrong,
Vice President; Paul F. O'Brien, Vice President; Jonathan R. Page, Vice
President; James F. Willison, Vice President; YLD and YLT--Stephen F. Esser,
Vice President; Gordon W. Loery, Vice President; Deanna L. Loughnane, Vice
President; Jonathan R. Page, Vice President; James F. Willison, Vice President;
ICB--Angelo Manioudakis, Vice President; Charles Moon, Vice President; Jonathan
R. Page, Vice President; James F. Willison, Vice President; OIA--James F.
Willison, Vice President; Joseph R. Arcieri, Vice President; Wayne Godlin, Vice
President; Gerard J. Lian, Vice President, Julie C. Morrone, Vice President;
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 48 years old and is currently President and Chief Operating
Officer of Morgan Stanley Investment Management (since December 1998),
President, Director (since April 1997) and Chief Executive Officer (since June
1998) of Morgan Stanley Investment Advisors and Morgan Stanley Services,
Chairman, Chief Executive Officer and Director of Morgan Stanley Distributors
(since June 1998), Chairman and Chief Executive Officer (since June 1998) and
Director (since January 1998) of Morgan Stanley Trust, President of the Morgan
Stanley 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 Morgan Stanley subsidiaries. Mr. Fink is 46 years old and is currently
General Counsel (since May 2000) and Managing Director (since December 2000) of
Morgan Stanley Investment Management; Managing Director (since December 2000),
Secretary and General Counsel (since February 1997) and Director (since July
1998) of Morgan Stanley Investment Advisors and Morgan Stanley Services;
Assistant Secretary of Morgan Stanley DW; he is also Vice President and
Secretary of Morgan Stanley Distributors and Vice President, Secretary and
General Counsel of the Morgan Stanley Funds and the TCW/DW Term Trusts (since
February 1997). He was previously Senior Vice President, Assistant Secretary
and Assistant General Counsel of Morgan Stanley Investment Advisors and Morgan
Stanley Services. Mr. Robison is 62 years old and is currently Managing
Director and Chief Administrative Officer (since September 1998) and Director
(since February 1999) of Morgan Stanley Investment Advisors and Morgan Stanley
Services; prior thereto he was a Managing Director of the TCW Group, Inc. Mr.
McAlinden is 58 years old and is currently Managing Director and Chief
Investment Officer of Morgan Stanley Investment Advisors and Morgan Stanley
Services and Director of Morgan Stanley Trust. He was previously Senior Vice
President of Morgan Stanley Investment Advisors. Mr. Giambrone is 47 years old
and is currently Executive Director of Morgan Stanley Investment Advisors,
Morgan Stanley Services, Morgan Stanley Distributors and Morgan Stanley Trust
and Director of Morgan Stanley Trust. Mr. Caloia is 55 years old and is
currently First Vice President and Assistant Treasurer of Morgan Stanley
Investment Advisors and Morgan Stanley Services. Mr. Arcieri is 53 years old
and is currently an Executive Director of Morgan Stanley Investment Advisors.
Mr. Armstrong is 43 years old and is currently a Managing Director of Morgan
Stanley Investment Advisors and affiliated investment management entities
(since 1998) and prior thereto was a Senior Vice President of Lehman Brothers
(1995-1998). Mr. Esser is 37 years old and is currently a Managing Director of
Morgan Stanley Investment Advisors and affiliated investment management
entities. Mr. Godlin is 40 years old and is currently an Executive Director of
Morgan Stanley Investment Advisors and affiliated investment management
entities. Mr. Lian is 46 years old and is currently a Vice President of Morgan
Stanley Investment Advisors. Mr. Loery is 40 years old and is currently an
Executive Director of Morgan Stanley Investment Advisors and affiliated
investment management entities. Ms. Loughnane is 34 years old and is currently
an Executive Director of Morgan Stanley Investment Advisors and affiliated
investment management entities (since 1997) and prior thereto was a Vice
President and Senior Corporate Bond Analyst for Putnam Investments (1993-1997).
Ms. Morrone is 38 years old and is currently a Vice President of Morgan Stanley
Investment Advisors. Mr. O'Brien is 45 years old and is currently an Executive
Director of Morgan Stanley Investment Advisors and affiliated investment
management entities. Mr. Page is 55 years old and is currently

a Managing Director of Morgan Stanley Investment Advisors. Ms. Stromberg is 53
years old and is currently an Executive Director of Morgan Stanley Investment
Advisors. Mr. Willison is 58 years old and is currently a Managing Director of
Morgan Stanley Investment Advisors. Other than Messrs. Robison, Armstrong and
Ms. Loughnane, each of the above officers has been an employee of Morgan
Stanley Investment Advisors or its affiliates for over five years.

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

The Board currently consists of nine (9) Trustees/Directors. These same
individuals also serve as directors or trustees for all of the Morgan Stanley
Funds, and are referred to in this section as Trustees. As of the date of this
Proxy Statement, there are a total of 97 Morgan Stanley Funds, comprised of 129
portfolios. As of September 30, 2001, the Morgan Stanley Funds had total net
assets of approximately $140 billion and more than six million shareholders.

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

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

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

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board. 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 such Fund. Finally, the Board of each
Fund has formed an Insurance Committee to review and monitor the insurance
coverage maintained by the Funds.

The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Independent Trustees, the Derivatives Committee and the
Insurance Committee of each Fund during its most

recent fiscal year. No Trustee attended fewer than 75% of the meetings of the
Board, the Audit Committee, the Independent Trustees, the Derivatives Committee
or the Insurance Committee held while he served in such positions.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

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

GVT .......... 9/30/01 5 9 12 4 1
YLD .......... 9/30/01 5 9 12 4 1
YLT .......... 7/31/01 4 9 11 4 1
ICB .......... 9/30/01 5 9 12 4 1
OIA .......... 5/31/01 4 9 10 5 0

AUDIT COMMITTEE REPORT

The Board of Trustees/Directors 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 Statement on Auditing Standards No. 61. Based on
this review, the Audit Committee recommended to the Board of Trustees/Directors
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/DIRECTORS FOR ALL
MORGAN STANLEY FUNDS

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

all Fund Boards enhances the ability of each Fund to obtain, at modest cost to
each separate Fund, the services of Independent Trustees/Directors of the
caliber, experience and business acumen of the individuals who serve as
Independent Trustees/Directors of the Morgan Stanley Funds.

SHARE OWNERSHIP BY TRUSTEES/DIRECTORS

The Trustees/Directors have adopted a policy pursuant to which each
Trustee/Director and/or his or her spouse is required to invest at least
$25,000 in any of the Funds in the Morgan Stanley Funds complex on whose boards
the Trustee/Director serves. In addition, the policy contemplates that the
Trustees/Directors will, over time, increase their aggregate investment in the
Funds above the $25,000 minimum requirement. The Trustees/Directors may
allocate their investments among specific Funds in any manner they determine is
appropriate based on their individual investment objectives. As of the date of
this Proxy Statement, each Trustee/Director is in compliance with the policy.
Any future Trustee/Director will be given a one year period following his or
her election within which to comply with the foregoing. As of September 30,
2001, the total value of the investments by the Trustees/Directors and/or their
spouses in shares of the Morgan Stanley Funds was approximately $58.2 million.

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

COMPENSATION OF INDEPENDENT TRUSTEES/DIRECTORS

Each Fund pays each Independent Trustee/Director an annual fee of $800
plus a per meeting fee of $50 for meetings of the Board of Trustees/Directors,
the Independent Trustees/Directors or committees of the Board attended by the
Trustee/Director (each Fund pays the Chairman of the Audit Committee an
additional annual fee of $750 and the Chairmen of the Derivatives and Insurance
Committees additional annual fees of $500). If a Board meeting and a meeting of
the Independent Trustees/Directors or a Committee meeting, or a meeting of the
Independent Trustees/Directors and/or more than one Committee meeting, take
place on a single day, the Trustees/Directors are paid a single meeting fee by
each Fund. Each Fund also reimburses such Trustees/Directors for travel and
other out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees/Directors and officers of the Funds who are or have been
employed by the Investment Manager or an affiliated company receive no
compensation or expense reimbursement from the Funds for their services as
Trustee/Director.

As of the date of this Proxy Statement, 53 of the Morgan Stanley Funds,
including each of the Funds represented in this Proxy Statement, have adopted a
retirement program under which an Independent Trustee/Director who retires
after serving for at least five years (or such lesser period as may be
determined by the Board) as an Independent Director or Trustee of any Morgan
Stanley Fund that has adopted the retirement program (each such Fund referred
to as an "Adopting Fund" and each such Trustee/Director referred to as an
"Eligible Trustee/Director") is entitled to retirement payments upon reaching
the eligible retirement age (normally, after attaining age 72). Annual payments
are based upon length of service. Currently, upon retirement, each Eligible
Trustee/Director is entitled to receive from each Adopting Fund, commencing as
of his or her retirement date and continuing for the remainder of his or her
life, an annual retirement benefit (the "Regular Benefit") equal to 30.22% of
his or her Eligible Compensation plus 0.5036667% of such Eligible Compensation
for each full month of service as an Independent Director or Trustee of any
Adopting Fund in excess of five years up to a maximum of 60.44% after ten years
of service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Trustee/Director for service to the Adopting Fund in the five year period prior
to the date of the Eligible Trustee's/Director's retirement. An Eligible
Trustee/Director may elect alternate payments of his or her retirement benefits
based upon the combined life expectancy of such Eligible Trustee/Director and
his or her spouse on the date of such Eligible Trustee's/Director's retirement.
The amount estimated to be payable under

this method, through the remainder of the later of the lives of such Eligible
Trustee/Director and spouse, will be the actuarial equivalent of the Regular
Benefit. In addition, the Eligible Trustee/Director may elect that the
surviving spouse's periodic payment of benefits will be equal to a lower
percentage of the periodic amount when both spouses were alive. Benefits under
the retirement program are accrued as expenses on the books of the 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/Directors by each Fund for its last fiscal year, and the
retirement benefits accrued to each Fund's Independent Trustees/ Directors by
the Fund for its last fiscal year and the estimated retirement benefits for the
Fund's Independent Trustees/Directors, to commence upon their retirement, as of
the end of the Fund's last fiscal year.

MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST (GVT)

FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
------------------------------- --------------- --------------- ---------------- --------------- --------------

Michael Bozic ................. $1,600 $ 383 10 60.44% $ 967
Edwin J. Garn ................. 1,600 558 10 60.44 961
Wayne E. Hedien ............... 1,600 729 9 51.37 822
Dr. Manuel H. Johnson ......... 2,400 389 10 60.44 1,420
Michael E. Nugent ............. 2,150 663 10 60.44 1,269
John L. Schroeder ............. 2,150 1,241 8 50.37 982

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

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST (YLD)

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

MORGAN STANLEY DEAN WITTER HIGH INCOME ADVANTAGE TRUST II (YLT)

Michael Bozic ................. $1,650 $ 377 10 60.44% $ 967
Edwin J. Garn ................. 1,700 548 10 60.44% 967
Wayne E. Hedien ............... 1,650 717 9 51.37% 822
Dr. Manuel H. Johnson ......... 2,450 385 10 60.44% 1,420
Michael E. Nugent ............. 2,200 653 10 60.44% 1,269
John L. Schroeder ............. 2,150 1,212 8 50.37% 977

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

MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC. (ICB)

FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
--------------------------------- ---------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT DIRECTOR FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
------------------------------- --------------- --------------- ---------------- --------------- --------------

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

MORGAN STANLEY DEAN WITTER MUNICIPAL INCOME OPPORTUNITIES TRUST (OIA)

Michael Bozic ................. $1,550 $ 377 10 60.44% $ 967
Edwin J. Garn ................. 1,600 556 10 60.44% 961
Wayne E. Hedien ............... 1,600 711 9 51.37% 822
Dr. Manuel H. Johnson ......... 2,350 385 10 60.44% 1,420
Michael E. Nugent ............. 2,100 657 10 60.44% 1,269
John L. Schroeder ............. 2,100 1,237 8 50.37% 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.

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

CASH COMPENSATION FROM MORGAN STANLEY FUNDS

TOTAL CASH
COMPENSATION
FOR SERVICES TO
97 MORGAN STANLEY
NAME OF INDEPENDENT TRUSTEES/DIRECTORS 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/Directors of the Funds by the 53 Morgan Stanley Funds
(including each of the Funds represented in this Proxy Statement) for the year
ended December 31, 2000, and the estimated retirement benefits for each Fund's
Independent Trustees/Directors, to commence upon their retirement, from the 53
Morgan Stanley Funds as of December 31, 2000.

RETIREMENT BENEFITS FROM ALL MORGAN STANLEY FUNDS

FOR ALL ADOPTING FUNDS
---------------------------------
ESTIMATED ESTIMATE ANNUAL
CREDITED YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEES/DIRECTORS (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
---------------------------------------- ---------------- -------------- --------------------- ----------------

Michael Bozic .......................... 10 60.44% $20,001 $52,885
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/Director's elections described in the
discussion of the retirement program above.

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

(2) APPROVAL OR DISAPPROVAL OF CHANGE OF NAME OF
MORGAN STANLEY DEAN WITTER INCOME SECURITIES INC.
TO MORGAN STANLEY INCOME SECURITIES INC.

The management of Morgan Stanley Investment Advisors has recommended to
the Board of Directors of the Fund that the name of the Fund be changed to
"Morgan Stanley Income Securities Inc." in view of recent changes, including
the name change of the Investment Manager/Advisor, Morgan Stanley Dean Witter
Advisors Inc. to Morgan Stanley Investment Advisors Inc. on June 18, 2001, and
the recent and forthcoming name changes of most of the Morgan Stanley Funds to
include only the brand name of "Morgan Stanley." The Board of Directors and the
Fund's management believe that changing the Fund's name to "Morgan Stanley
Income Securities Inc." would reflect more accurately the association with
Morgan Stanley Investment Advisors and Morgan Stanley, the parent company of
Morgan Stanley Investment Advisors.

The Board of Directors has considered the proposal and believes it to be
in the best interest of the Fund and its stockholders to change the name of the
Fund to "Morgan Stanley Income Securities Inc." To effect such

a change, it is necessary to amend the Fund's Articles of Incorporation, which
requires the approval of stockholders. The favorable vote of the holders of a
majority of the outstanding shares of the Fund is required to approve the
proposed amendment.

THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE FUND TO "MORGAN STANLEY INCOME
SECURITIES INC."

(3) APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE INVESTMENT
RESTRICTIONS OF MORGAN STANLEY DEAN WITTER GOVERNMENT INCOME TRUST

The Fund has certain investment restrictions which are set forth in the
Fund's original prospectus and which are fundamental policies of the Fund. (The
Fund is referred to as the Trust in the investment restrictions.) Under the
Act, a fundamental policy may not be changed without the favorable vote of a
majority of the outstanding voting securities of the Fund, as defined in the
Act. Such a majority is defined as the lesser of (a) 67% or more of the shares
present at the meeting, if the holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (b) more than 50% of
the outstanding shares.

On October 31, 2001, the Board of Trustees unanimously approved a
recommendation by the Fund's Investment Manager that the Fund seek
authorization from its shareholders to amend the Fund's investment restrictions
to permit the Fund to invest in financial futures contracts and related options
thereon. If amended as proposed the investment restrictions would read as
follows: "The Trust may not:

10. Issue senior securities as defined in the Act except insofar as the
Trust may be deemed to have issued a senior security by reason of: (a)
entering into any repurchase or reverse repurchase agreement; (b)
borrowing money; (c) purchasing any securities on a when-issued, delayed
delivery or forward commitment basis; or purchasing or selling any
futures contracts and related options....

17. Purchase or sell commodities or commodities contracts, except that the
Fund may purchase and sell financial futures contracts and related
options."

The Investment Manager proposed the amendments to increase its flexibility
in the management of the Fund's portfolio which may enable it to increase the
yield of the Fund's shares.

FUTURES CONTRACTS AND OPTIONS ON FUTURES

If the shareholders approve the amendments to the investment restrictions,
the Fund would be able to invest in financial futures contracts ("futures
contracts") and related options thereon solely for hedging purposes. The Fund
may sell a futures contract or purchase a put option on such futures contract,
if the Investment Manager anticipates interest rates to rise, as a hedge
against a decrease in the value of the Fund's portfolio securities. If the
Investment Manager anticipates that interest rates will decline, the Fund may
purchase a futures contract or a call option thereon to protect against an
increase in the price of the securities the Fund intends to purchase. These
futures contracts and related options thereon will be used only as a hedge
against anticipated interest rate changes. A futures contract sale creates an
obligation by the Fund, as seller, to deliver the specific type of instrument
called for in the contract at a specified future time for a specified price. A
futures contract purchase would create an obligation by the Fund, as purchaser,
to take delivery of the specific type of financial instrument at a specified
future time at a specified price. The specific securities delivered or taken,
respectively, at settlement date, would not be determined until or near that
date. The determination would be in accordance with the rules of the exchange
on which the futures contract sale or purchase was effected.

Although the terms of futures contracts specify actual delivery or receipt
of securities, in most instances the contracts are closed out before the
settlement date without making or taking of delivery of the securities.

Closing out of a futures contract is effected by entering into an off-setting
purchase or sale transaction. An off-setting transaction for a futures contract
sale is effected by the Fund entering into a futures contract purchase for the
same aggregate amount of the specific type of financial instrument and same
delivery date. If the price in the sale exceeds the price in the off-setting
purchase, the Fund is immediately paid the difference and thus realizes a gain.
If the off-setting purchase price exceeds the sale price, the Fund pays the
difference and realizes a loss. Similarly, the closing out of a futures
contract purchase is effected by the Fund entering into a futures contract
sale. If the off-setting sale price exceeds the purchase price, the Fund
realizes a gain, and if the off-setting sale price is less than the purchase
price, the Fund realizes a loss.

If the Fund enters into a futures contract, it is initially required to
deposit an "initial margin" of cash, U.S. government securities or other liquid
portfolio securities ranging from approximately 2% to 5% of the contract
amount. Initial margin requirements are established by the exchanges on which
futures contracts trade and may, from time to time, change. In addition,
brokers may establish margin deposit requirements in excess of those required
by the exchanges.

Initial margin in futures transactions is different from margin in
securities transactions in that initial margin does not involve the borrowing
of funds by a broker's client but is, rather, a good faith deposit on the
futures contract which will be returned to the Fund upon the proper termination
of the futures contract. The margin deposits made are marked to market daily
and the Fund may be required to make subsequent deposits of cash, U.S.
government securities or other liquid portfolio securities, called "variation
margin," which are reflective of price fluctuations in the futures contract.

A risk in employing futures contracts to protect against the price
volatility of portfolio securities is that the prices of securities subject to
futures contracts may correlate imperfectly with the behavior of the cash
prices of the Fund's portfolio securities.

Another risk is that the Investment Manager could be incorrect in its
expectations as to the direction or extent of various interest rate movements
or the time span within which the movements take place. For example, if the
Fund sold futures contracts for the sale of securities in anticipation of an
increase in interest rates, and then interest rates went down instead, causing
bond prices to rise, the Fund would lose money on the sale and the loss may be
offset by an increase in the value of the underlying securities.

In addition to the risks described below which apply to all options
transactions, there are several special risks relating to options on futures,
in particular, the ability to establish and close out positions on such options
will be subject to the development and maintenance of a liquid secondary
market. It is not certain that this market will develop or be maintained.

If the Fund is permitted to invest in futures contracts and related
options thereon, it however, may not enter into futures contracts or related
options thereon if immediately thereafter the amount committed to margin plus
the amount paid for option premiums exceeds 5% of the value of the value of the
Fund's total assets, after taking into account unrealized gains and unrealized
losses on such contracts into which it has entered; provided, however, that in
the case of an option that is in-the-money (the exercise price of the call
(put) option is less (more) than the market price of the underlying security)
at the time of purchase, the in-the-money amount may be excluded in calculating
the 5%. However, there is no overall limitation on the percentage of the Fund's
net assets which may be subject to a hedge position.

There is no assurance that a liquid secondary market will exist for
futures contracts and related options in which the Fund may invest. In the
event a liquid market does not exist, it may not be possible to close out a
futures position and, in the event of adverse price movements, the Fund would
continue to be required to make daily cash payments of variation margin. The
absence of a liquid market in futures contracts might cause the Fund to make or
take delivery of the underlying securities at a time when it may be
disadvantageous to do so.

Exchanges also limit the amount by which the price of a futures contract
may move on any day. If the price moves equal the daily limit on successive
days, then it may prove impossible to liquidate a futures position until the
daily limit moves have ceased. In the event of adverse price movements, the
Fund would continue to be required to make daily cash payments of variation
margin on open futures positions. In these situations, if the Fund has
insufficient cash, it may have to sell portfolio securities to meet daily
variation margin requirements at a time when it may be disadvantageous to do
so. In addition, the Fund may be required to take or make delivery of the
instruments underlying interest rate futures contracts it holds at a time when
it is disadvantageous to do so. The inability to close out options and futures
positions could also have an adverse impact on the Fund's ability to
effectively hedge its portfolio. When required by law, the Fund will cover
certain futures positions and options thereon either through the maintenance
of segregated accounts or other permissible means.

In considering whether to recommend the adoption of the proposed
amendments, the Board of Trustees took cognizance of the Fund's primary
investment objective to provide as high a level of current income for
distribution to shareholders as is consistent with prudent investment risk and
determined that the increased portfolio management flexibility in terms of
hedging and managing interest rate risk resulting from the adoption of these
amendments would be beneficial to the Fund in attempting to realize its
investment objective. The Trustees also noted that other registered investment
companies with similar investment objectives and policies managed by the Fund's
Investment Manager, have the ability to invest in futures contracts and options
thereon and determined that their investment techniques should also be made
available to the Fund. After evaluating all factors considered relevant to the
matter, including the risks and costs associated with the use of futures and
options thereon, the Board of Trustees unanimously concluded that the adoption
of the amendments would be in the best interest of the Fund and its
shareholders.

A majority of the outstanding voting securities of the Fund is required in
order to approve the amendments to the Fund's investment restrictions. Such a
majority is defined as the affirmative vote of the holders of (a) 67% or more
of the shares of the Fund present, in person or by proxy, at the Meeting, if
the holders of more than 50% of the outstanding shares are so present, or (b)
more than 50% of the outstanding shares of the Fund, whichever is less.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS APPROVE THE
PROPOSED AMENDMENTS TO INVESTMENT RESTRICTIONS 10 AND 17.

THE INVESTMENT MANAGER OR INVESTMENT ADVISOR

Morgan Stanley Investment Advisors Inc. currently serves as each Fund's
investment manager or investment advisor pursuant to an investment management
agreement or investment advisory agreement. Morgan Stanley Investment Advisors
maintains its offices at 1221 Avenue of the Americas, New York, New York 10020.
Morgan Stanley Investment Advisors, formerly known as Morgan Stanley Dean
Witter Advisors Inc., adopted its current name on June 18, 2001. Morgan Stanley
Investment Advisors is a wholly-owned subsidiary of Morgan Stanley, 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 Morgan Stanley Investment
Advisors are Mitchell M. Merin, President and Chief Executive Officer, Ronald
E. Robison, Managing Director and Chief Administrative Officer and Barry Fink,
Managing Director, Secretary and General Counsel. The principal occupations of
Messrs. Merin, Robison and Fink are described above under the section "Election
of Trustees/Directors For Each Fund." The business address of the Executive
Officer and other Directors is 1221 Avenue of the Americas, New York, New York
10020.

Morgan Stanley has its offices at 1585 Broadway, New York, New York 10036.
There are various lawsuits pending against Morgan Stanley 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.

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

Morgan Stanley Investment Advisor's wholly-owned subsidiary, Morgan
Stanley Services, pursuant to an Administration Agreement with OIA, serves as
the Administrator of OIA. The address of Morgan Stanley Services is Harborside
Financial Center, Plaza Two, Jersey City, New Jersey 07311.

FEES PAID TO 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 GVT, YLD
and ICB for their respective fiscal years ended September 30, 2001, for YLT for
its fiscal year ended July 31, 2001 and for OIA for its fiscal year ended May
31, 2001 were $26,000, $25,000, $26,000, $26,000 and $26,000, respectively.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no professional services rendered by Deloitte & Touche LLP to
the Funds, the investment advisor, or affiliated entities that provide services
to the Fund 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 amounted to
$9.4 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
Meetings, the persons named as proxies may propose one or more adjournments of
the Meeting of the applicable Fund to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the applicable Fund's shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which have been received by the date of the Meeting.

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

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received by no later
than July 16, 2002 for GVT, YLD, YLT, ICB and OIA, for

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

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT, AND IN THE CASE OF GVT, YLD AND
ICB, THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT,
PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS AND ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM NINA WESSEL AT MORGAN STANLEY TRUST, HARBORSIDE FINANCIAL CENTER,
PLAZA TWO, 2ND FLOOR, JERSEY CITY, NJ 07311 (TELEPHONE 1-800-869-NEWS)
(TOLL-FREE).

INTEREST OF CERTAIN PERSONS

Morgan Stanley, Morgan Stanley Investment Advisors, Morgan Stanley DW,
Morgan Stanley Services, and certain of their respective Directors, Officers,
and employees, including persons who are Trustees/Directors or Officers of the
Funds, may be deemed to have an interest in certain of the proposals described
in this Proxy Statement to the extent that certain of such companies and their
affiliates have contractual and other arrangements, described elsewhere in this
Proxy Statement, pursuant to which they are paid fees by the Funds, and certain
of those individuals are compensated for performing services relating to the
Funds and may also own shares of Morgan Stanley. Such companies and persons may
thus be deemed to derive benefits from the approvals by Shareholders of such
proposals.

OTHER BUSINESS

The management of the Funds knows of no other matters which may be
presented at the Meetings. However, if any matters not now known properly come
before the Meetings, it is the intention of the persons named in the enclosed
form of proxy, or their substitutes, to vote all shares that they are entitled
to vote on any such matter, utilizing such proxy in accordance with their best
judgment on such matters.

By Order of the Boards of Trustees/Directors

BARRY FINK
Secretary

APPENDIX A

CHARTER OF THE
AUDIT COMMITTEE
OF THE
MORGAN STANLEY FUNDS

The Board of Directors/Trustees (the "Board") of each fund advised or
managed by Morgan Stanley Investment Advisors Inc. or Morgan Stanley 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 303.01B(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

A-1

(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.

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
GOVERNMENT INCOME TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Government Income Trust on December 18, 2001, at
9:00 a.m., New York time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated November 6, 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 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: 1-800-597-7836

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

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

01. Edwin J. Garn 02. Michael E. Nugent

03. Philip J. Purcell

2. Approval of Amendments to the Fund's
Investment Restrictions

FOR AGAINST ABSTAIN

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
GOVERNMENT INCOME TRUST

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

IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
--------------------------------------------------------------------------------

PRX00123

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST II

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter High Income Advantage Trust II on December 18, 2001,
at 9:00 a.m., New York time, and at any adjournment thereof, on the proposal
set forth in the Notice of Meeting dated November 6, 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 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 A PROXY BY PHONE, call Toll-Free: 1-800-597-7836

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

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

01. Edwin J. Garn 02. Michael E. Nugent

03. Philip J. Purcell

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 II

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

IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

PRX00116

MORGAN STANLEY DEAN WITTER
MUNICIPAL INCOME OPPORTUNITIES TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Municipal Income Opportunities Trust on December 18,
2001, at 9:00 a.m., New York time, and at any adjournment thereof, on the
proposal set forth in the Notice of Meeting dated November 6, 2001 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: 1-800-597-7836

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

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

01. Edwin J. Garn 02. Michael E. Nugent

03. Philip J. Purcell

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
MUNICIPAL INCOME OPPORTUNITIES TRUST

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

IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

PRX00118

MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter High Income Advantage Trust on December 18, 2001, at
9:00 a.m., New York time, and at any adjournment thereof, on the proposal set
forth in the Notice of Meeting dated November 6, 2001 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: 1-800-597-7836

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

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

01. Michael Bozic 02. Charles A. Fiumefreddo

03. James F. Higgins

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

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

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 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

PRX00122

MORGAN STANLEY DEAN WITTER
INCOME SECURITIES INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Income Securities Inc. on December 18, 2001, at 9:00
a.m., New York time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated November 6, 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 DIRECTORS AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF DIRECTORS.

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

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

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836

TO VOTE A PROXY BY INTERNET, visit our Website: https://vote.proxy-direct.com

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of nine (9) Directors: [ ] [ ] [ ]

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

04. Wayne E. Hedien 05. James F. Higgins 06. Manuel H. Johnson

07. Michael E. Nugent 08. Philip J. Purcell 09. John L. Schroeder

2. Proposal to change the name of the Fund

FOR AGAINST ABSTAIN

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
INCOME SECURITIES INC.

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

IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

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

PRX00098

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

MORGAN STANLEY FUNDS
-------------------------------------------------------------------------------

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR
PROXY ON THE PHONE OR ON
[GRAPHIC THE INTERNET.
OMITTED]
IT SAVES MONEY! Telephone and Internet voting saves
postage costs. Savings which can help minimize fund
expenses.

IT SAVES TIME! Telephone and Internet voting is
instantaneous - 24 hours a day.

IT'S EASY! Just follow these simple steps:

1. Read your proxy statement and have it at hand.
2. Call toll-free 1-800-597-7836 OR GO TO WEBSITE:
https://vote.proxy-direct.com
3. Enter your 14 digit CONTROL NUMBER from your
Proxy Card.
4. Follow the recorded or on-screen directions.
5. Do NOT mail your Proxy Card when you vote by
phone or Internet.

MSDW

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