MUNICIPAL INCOME TRUST II, DEF 14A, 1998-05-08

MUNICIPAL INCOME TRUST II
DEF 14A, 1998-05-08

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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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12

High Income Advantage Trust III
Municipal Income Trust II
Municipal Income Opportunities Trust II
InterCapital Insured Municipal Securities
InterCapital 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.
<PAGE>

4) Proposed maximum aggregate value of transaction:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5) Fee previously paid:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

1) Amount Previously Paid:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2) Form, Schedule or Registration Statement No.:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3) Filing Party:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4) Date Filed:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>
HIGH INCOME ADVANTAGE TRUST III
MUNICIPAL INCOME TRUST II
MUNICIPAL INCOME OPPORTUNITIES TRUST II
INTERCAPITAL INSURED MUNICIPAL SECURITIES
INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD JUNE 23, 1998

Annual Meetings of Shareholders ("Meeting(s)") of HIGH INCOME ADVANTAGE
TRUST III, MUNICIPAL INCOME TRUST II, MUNICIPAL INCOME OPPORTUNITIES TRUST
II, INTERCAPITAL INSURED MUNICIPAL SECURITIES and INTERCAPITAL 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 23, 1998 at 9:00 A.M., New York City time, for the following purposes:

1. For HIGH INCOME ADVANTAGE TRUST III and MUNICIPAL INCOME OPPORTUNITIES
TRUST II, to elect three (3) Trustees to serve until the year 2001 Annual
Meeting of each Fund; and for MUNICIPAL INCOME TRUST II, INTERCAPITAL
INSURED MUNICIPAL SECURITIES AND INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES, to elect four (4) Trustees to serve until the year 2001 Annual
Meeting, or in each case, until their successors shall have been elected
and qualified.

2. To ratify or reject the selection of Price Waterhouse LLP as each
Fund's independent accountants for fiscal year ending January 31, 1999 for
HIGH INCOME ADVANTAGE TRUST III; for fiscal year ending December 31, 1998
for MUNICIPAL INCOME TRUST II; for fiscal year ending February 28, 1999
for MUNICIPAL INCOME OPPORTUNITIES TRUST II; and for fiscal years ending
October 31, 1998 for INTERCAPITAL INSURED MUNICIPAL SECURITIES and
INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES; and

3. For HIGH INCOME ADVANTAGE TRUST III, to eliminate the Fund's
fundamental policy regarding investments in restricted securities;

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 April
30, 1998 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.

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 for a total of not more than 60 days in the aggregate 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
May 7, 1998
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.
<PAGE>
HIGH INCOME ADVANTAGE TRUST III
MUNICIPAL INCOME TRUST II
MUNICIPAL INCOME OPPORTUNITIES TRUST II
INTERCAPITAL INSURED MUNICIPAL SECURITIES
INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

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

ANNUAL MEETINGS OF SHAREHOLDERS
JUNE 23, 1998

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of HIGH INCOME ADVANTAGE TRUST III
("HIAT III"), MUNICIPAL INCOME TRUST II ("MIT II"), MUNICIPAL INCOME
OPPORTUNITIES TRUST II ("MIOT II"), INTERCAPITAL INSURED MUNICIPAL SECURITIES
("INSURED MUNI") and INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES
("INSURED CAL MUNI") (individually, a "Fund" and, collectively, the "Funds")
for use at the Annual Meetings of Shareholders of the Funds to be held
jointly on June 23, 1998 (the "Meeting(s)"), and at any adjournments thereof.
The first mailing of this Proxy Statement is expected to be made on or about
May 7, 1998.

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 and in favor of Proposals 2 and 3 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 (if returned and received in time
to be voted), or attendance and voting at the Annual Meetings of
Shareholders. 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 30, 1998, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meetings, are entitled
to one vote for each share held and a fractional vote for a fractional share.
On April 30, 1998, there were 12,876,799 shares of beneficial interest of
HIAT III, 26,476,966 shares of beneficial interest of MIT II, 19,971,607
shares of beneficial interest of MIOT II, 8,885,713 shares of beneficial
interest of INSURED MUNI and 4,198,513 shares of beneficial interest of
INSURED CAL MUNI outstanding, all with $0.01 par value. No person was known
to own as much as 5% of the outstanding shares of any of the Funds on that
date. The percentage ownership of shares of each Fund changes from time to
time depending on purchases and sales by Shareholders and the total number of
shares outstanding.

2
<PAGE>
The cost of soliciting proxies for these Annual Meetings of Shareholders,
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 Dean
Witter InterCapital Inc. ("InterCapital"), Morgan Stanley Dean Witter Trust
FSB ("MSDW Trust"), Dean Witter Services Company Inc. ("DWSC") and/or Dean
Witter Reynolds Inc. ("DWR"), without special compensation therefor. In
addition, InterCapital 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.

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 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 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. 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:

<TABLE>
<CAPTION>
HIAT III, MIOT II-- MIT II, INSURED MUNI, INSURED CAL MUNI --
UNTIL THE YEAR 2001 ANNUAL MEETING UNTIL THE YEAR 2001 ANNUAL MEETING
- -------------------------------------- -------------------------------------------
<S> <C>
Wayne E. Hedien Edwin J. Garn
Manuel H. Johnson John R. Haire
John L. Schroeder Michael E. Nugent
Philip J. Purcell
</TABLE>

Seven of the current nine Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent and John L.
Schroeder) are "Independent Trustees," that is, Trustees who are not
"interested persons" of the Funds, as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The other two current
Trustees, Charles A. Fiumefreddo and Philip J. Purcell are "interested
persons" (as that term is defined in the 1940 Act) of the Funds and
InterCapital and thus, are not Independent Trustees. The nominees for
election as Trustee have been proposed by the Independent Trustees now
serving. All of the members of the Boards currently serving have been elected
previously by the Shareholders of the Funds.

The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of
proxy, unless instructed by proxy to withhold authority to vote for the
nominees, to vote all validly executed proxies for the election of these
nominees: for HIAT III and MIOT

3
<PAGE>
II--Wayne E. Hedien, Manuel H. Johnson and John L. Schroeder; for MIT II,
INSURED MUNI and INSURED CAL MUNI--Edwin J. Garn, John R. Haire, Philip J.
Purcell and Michael E. Nugent. Should the nominees become unable or unwilling
to accept nomination or election, the persons named in the proxy will
exercise their voting power in favor of such person as the Boards may
recommend or, in the case of an Independent Trustee nominee, as the
Independent Trustees of each Fund may recommend. All of the nominees have
consented to being named in this Proxy Statement and to serve if elected. The
Funds know of no reason why any of the said nominees would be unable or
unwilling to accept nomination or election. With respect to each Fund, the
election of each Trustee requires the approval of a majority of the shares of
the Fund represented and entitled to vote at the Meeting.

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

The Board of each Fund previously determined that any nominee for election
as Trustee for each Fund will stand for election as Trustee and serve as
Trustee in one of the three classes of Trustees as follows: Class I--Messrs.
Bozic and Fiumefreddo; Class II--Messrs. Hedien, Johnson and Schroeder; and
Class III--Messrs. Garn, Haire, 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 HIAT III
and MIOT II and the Trustees in Class III for MIT II, INSURED MUNI and
INSURED CAL MUNI are standing for election and will, if elected, serve until
the year 2001 Annual Meetings for each Fund as set forth above, or until
their successors shall have been elected and qualified. As a consequence of
this method of election, the replacement of a majority of each of the Boards
could be delayed for up to two years.

The following information regarding the nominees for election as Trustee,
and each of the other members of the Boards, includes his principal
occupations and employment for at least the last five years, his age, shares
of each Fund owned, if any, as of April 30, 1998 (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 86 investment companies, including the Funds, for which
InterCapital serves as investment manager or investment adviser (referred to
herein as the "Dean Witter Funds") and the 11 investment companies for which
InterCapital's wholly-owned subsidiary, DWSC, serves as manager and TCW Funds
Management, Inc. serves as investment adviser (referred to herein as the
"TCW/DW Funds").

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

WAYNE E. HEDIEN, Trustee of each Fund since September, 1997*; age 64;
Retired; Director or Trustee of the Dean Witter Funds; Director of The PMI
Group, Inc. (private mortgage insurance); Trustee and Vice Chairman of The
Field Museum of Natural History; formerly associated with the Allstate
Companies (1966-1994), most recently as Chairman of The Allstate Corporation
(March 1993-December 1994) and Chairman and Chief Executive Officer of its
wholly-owned subsidiary, Allstate Insurance Company (July 1989-December
1994); director of various other business and charitable organizations.

MANUEL H. JOHNSON, Trustee of each Fund since July, 1991*; age 49; 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; Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of NASDAQ (since June, 1995); Director of Greenwich
Capital Markets, Inc. (broker-dealer) and NVR, Inc. (home construction);
Chairman and Trustee of the Financial Accounting Foundation (oversight
organization for the Financial Accounting Standards Board); formerly Vice
Chairman of the Board of Governors of the Federal Reserve System (1986-1990)
and Assistant Secretary of the U.S. Treasury (1982-1986).

4
<PAGE>
JOHN L. SCHROEDER, Trustee of each Fund since April, 1994*; age 67;
Retired; Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW
Funds; Director of Citizens Utilities Company; formerly Executive Vice
President and Chief Investment Officer of the Home Insurance Company (August,
1991-September, 1995).

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

EDWIN JACOB (JAKE) GARN, Trustee of each Fund since January, 1993*; age
65; Director or Trustee of the Dean Witter Funds; formerly United States
Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee
(1980-1986); formerly Mayor of Salt Lake City, Utah (1971-1974); formerly
Astronaut, Space Shuttle Discovery (April 12-19, 1985); Vice Chairman,
Huntsman Corporation (since January, 1993); Director of Franklin Covey (time
management systems) and John Alden Financial Corp. (health insurance); United
Space Alliance (joint venture between Lockheed Martin and Boeing Company) and
Nuskin Asia Pacific (multilevel marketing); Member of the board of various
civic and charitable organizations.

JOHN R. HAIRE**, age 73; Chairman of the Audit Committee and Chairman of
the Committee of the Independent Directors or Trustees and Director or
Trustee of the Dean Witter Funds; Chairman of the Audit Committee and
Chairman of the Committee of the Independent Trustees and Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education (1978-1989)
and Chairman and Chief Executive Officer of Anchor Corporation, an investment
adviser (1964-1978).

MICHAEL E. NUGENT, Trustee of each Fund since July, 1991*; age 61; General
Partner, Triumph Capital, L.P., a private investment partnership; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice
President, Bankers Trust Company and BT Capital Corporation (1984-1988);
director of various business organizations.

PHILIP J. PURCELL, Trustee of each Fund since April, 1994*; age 54;
Chairman of the Board of Directors and Chief Executive Officer of Morgan
Stanley Dean Witter & Co. ("MSDW"), DWR and Novus Credit Services Inc.;
Director of InterCapital, DWSC and Dean Witter Distributors, Inc.; Director
or Trustee of the Dean Witter Funds; 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 of each Fund since April, 1994*; age 57; Chairman
and Chief Executive Officer of Levitz Furniture Corporation (since November,
1995); Director or Trustee of the Dean Witter Funds; formerly President and
Chief Executive Officer of Hills Department Stores (May, 1991-July, 1995);
formerly variously Chairman, Chief Executive Officer, President and Chief
Operating Officer (1987-1991) of the Sears Merchandise Group of Sears,
Roebuck and Co.; Director of Eaglemark Financial Services, Inc. and Weirton
Steel Corporation.

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

* This is the date the Trustee began serving the Dean Witter Funds
complex.

** Trustee of HIAT III since December, 1988; of MIT II since April, 1988;
of MIOT II since April, 1989; and of INSURED MUNI and INSURED CAL MUNI
since December, 1993.
5
<PAGE>
CHARLES A. FIUMEFREDDO, Trustee of each Fund since July, 1991*; age 64;
Chairman, Chief Executive Officer and Director of InterCapital, DWSC and
"Distributors"*** ; Executive Vice President and Director of DWR; Chairman,
Director or Trustee, President and Chief Executive Officer of the Dean Witter
Funds; Chairman, Chief Executive Officer and Trustee of the TCW/DW Funds;
Chairman and Director of MSDW Trust; Director and/or officer of various MSDW
subsidiaries; formerly Executive Vice President and Director of Dean Witter,
Discover & Co. (until February, 1993).

The executive officers of each Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Mitchell M. Merin, Vice President; Robert M.
Scanlan, Vice President; Robert S. Giambrone, Vice President; Joseph J.
McAlinden, Vice President and Thomas F. Caloia, Treasurer; and with respect
to the individual Funds, the other executive officers are as follows: HIAT
III--Peter M. Avelar, Vice President; Jonathan R. Page, Vice President; James
F. Willison, Vice President; MIT II, MIOT II, INSURED MUNI and INSURED CAL
MUNI--James F. Willison, Vice President; Peter M. Avelar, Vice President;
Jonathan R. Page, Vice President; Joseph R. Arcieri, Vice President; Gerard
J. Lian, Vice President; Katherine H. Stromberg, Vice President. In addition,
Frank Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D. McInnis, Carsten
Otto and Ruth Rossi serve as Assistant Secretaries of each Fund.

Mr. Fink is 43 years old and is currently Senior Vice President (since
March, 1997), Secretary and General Counsel (since February 1997) of
InterCapital and DWSC and (since August 1996) Assistant Secretary of DWR; he
is also Senior Vice President (since March, 1997), Assistant Secretary and
Assistant General Counsel of Distributors (since February 1997). He was
previously First Vice President, Assistant Secretary and Assistant General
Counsel of InterCapital and DWSC. Mr. Merin is 44 years old and is currently
President and Chief Strategic Officer of InterCapital and DWSC, Executive
Vice President of Distributors and MSDW Trust and Director of MSDW Trust,
Executive Vice President, Chief Administrative Officer and Director of DWR,
Director of SPS Transaction Services, Inc. and various other MSDW
subsidiaries. Mr. Scanlan is 61 years old and is currently President and
Chief Operating Officer of InterCapital (since March, 1993) and DWSC; he is
also Executive Vice President of Distributors and Executive Vice President
and Director of MSDW Trust. He was previously Executive Vice President of
InterCapital (July, 1992-March, 1993) and prior thereto was Chairman of
Harborview Group Inc. Mr. Giambrone is 43 years old and is currently Senior
Vice President of InterCapital, DWSC, Distributors and MSDW Trust (since
August, 1995) and Director of DWT (since April, 1996). He was formerly a
partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 55 years old and is
currently Executive Vice President of InterCapital (since April, 1996) and
Chief Investment Officer of InterCapital and Director of MSDW Trust (since
April, 1996). He was previously Senior Vice President of InterCapital (June,
1995-April, 1996). He was formerly a Managing Director at Dillon Read. Mr.
Caloia is 52 years old and is currently First Vice President and Assistant
Treasurer of InterCapital and DWSC. Mr. Avelar is 39 years old and is
currently Senior Vice President of InterCapital. Mr. Page is 51 years old and
is currently Senior Vice President of InterCapital. Mr. Willison is 54 years
old and is currently Senior Vice President of InterCapital. Mr. Arcieri is 49
years old and is currently Vice President of InterCapital. Mr. Lian is 43
years old and is currently Vice President of InterCapital. Ms. Stromberg is
49 years old and is currently Vice President of InterCapital. Other than Mr.
Giambrone and Mr. McAlinden, each of the above officers has been an employee
of InterCapital or DWR (formerly the corporate parent of InterCapital) 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 Dean Witter Funds, and are
referred to in this section as Trustees. As of the date of this Proxy

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

*** Effective June 1, 1998, Mr. Fiumefreddo will retire from
InterCapital, DWSC, Distributors, DWR and MSDW Trust.
6
<PAGE>
Statement, there are a total of 86 Dean Witter Funds, comprised of 130
portfolios. As of April 30, 1998, the Dean Witter Funds had total net assets
of approximately $105.4 billion and more than six million shareholders.

Seven Trustees (77% of the total number) have no affiliation or business
connection with InterCapital or any of its affiliated persons and do not own
stock or other securities issued by InterCapital's parent, MSDW. There are
the "disinterested" or "independent" Trustees. The other two Trustees (the
"Management Trustees") are affiliated with InterCapital. Four of the seven
Independent Trustees are also Independent Trustees of the TCW/DW Funds.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The 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. Indeed,
by serving on the Funds' Boards, certain Trustees who would otherwise be
qualified and in demand to serve on bank boards would be prohibited by law
from doing so.

All of the Independent Trustees serve as members of the Audit Committee.
Three of them also serve as members of the Derivatives Committee. The
Committees hold some meetings at InterCapital's offices and some outside
InterCapital. Management Trustees or officers do not attend these meetings
unless they are invited for purposes of furnishing information or making a
report. The Funds do not have any nominating or compensation committees.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees and reviewing the adequacy
of the Fund's system of internal controls.

Finally, 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.

The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Committee of the Independent Trustees and the
Derivatives 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 Committee of the Independent Trustees or the Derivatives
Committee held while he served in such positions.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

<TABLE>
<CAPTION>
COMMITTEE
OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS
- ---------------------------------------------------- ---------- ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
High Income Advantage Trust III...................... 1/31/98 6 10 2 2
Municipal Income Trust II............................ 12/31/97 5 10 2 2
Municipal Income Opportunities Trust II.............. 2/28/98 4 10 2 2
InterCapital Insured Municipal Securities............ 10/31/97 5 9 2 2
InterCapital Insured California Municipal
Securities.......................................... 10/31/97 5 9 2 2
</TABLE>

7
<PAGE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN
WITTER FUNDS

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the 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 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 Dean Witter Funds complex (and, if applicable, in the TCW/DW 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, 1998,
the total value of the investments by the Trustees and/or their spouses in
shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $8.5 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 or committees of the
Board attended by the Trustee (each Fund pays the Chairman of the Audit
Committee an annual fee of $750 and pays the Chairman of the Committee of the
Independent Trustees an additional annual fee of $1,200). If a Board meeting
and a Committee meeting, 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 the
Investment Manager or an affiliated company receive no compensation or
expense reimbursement from the Fund.

As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including each of the Funds represented in this Proxy Statement other than
HIAT III and INSURED CAL MUNI, have adopted a retirement program under which
an Independent Trustee who retires after serving for at least five years (or
such lesser period as may be determined by the Board) as an Independent
Director or Trustee of any 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 the 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

8
<PAGE>
Benefit") equal to 29.41% of his or her Eligible Compensation plus 0.4901667%
of such Eligible Compensation for each full month of service as an
Independent Trustee of any Adopting Fund in excess of five years up to a
maximum of 58.52% 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 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 either 50% or 100% of the previous periodic amount, an
election that, respectively, increases or decreases the previous periodic
amount so that the resulting payments will be the actuarial equivalent of the
Regular Benefit. Benefits under the retirement program are not secured or
funded by the Funds.

The following tables illustrate the compensation paid to each Fund's
Independent Trustees by each respective Fund for its last fiscal year, and
the retirement benefits accrued to the Independent Trustees of MIT II, MIOT
II and INSURED MUNI by the respective Fund for its last fiscal year and the
estimated retirement benefits for the Independent Trustees of MIT II, MIOT II
and INSURED MUNI, to commence upon their retirement, as of the end of the
respective Fund's last fiscal year. Mr. Hedien's term as Trustee of each Fund
commenced on September 1, 1997.

HIGH INCOME ADVANTAGE TRUST III

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- --------------------------- ------------------------------------
<S> <C>
Michael Bozic............... $1,600
Edwin J. Garn............... 1,800
Wayne E. Hedien............. 3,750
John R. Haire............... 782
Dr. Manuel H. Johnson....... 1,750
Michael E. Nugent........... 1,800
John L. Schroeder........... 1,800
</TABLE>

MUNICIPAL INCOME TRUST II

<TABLE>
<CAPTION>
FUND COMPENSATION AND ESTIMATED RETIREMENT
BENEFITS
-----------------------------------------------
ESTIMATED
RETIREMENT ANNUAL
AGGREGATE BENEFIT BENEFITS
NAME OF INDEPENDENT COMPENSATION ACCRUED AS UPON
DIRECTOR FROM THE FUND FUND EXPENSES RETIREMENT(1)
- --------------------------- --------------- --------------- -------------
<S> <C> <C> <C>
Michael Bozic............... $1,650 $ 349 $ 875
Edwin J. Garn .............. 1,850 497 875
John R. Haire(2) ........... 3,800 (835)(2) 2,211
Wayne E. Hedien............. 482 0 744
Dr. Manuel H. Johnson ..... 1,800 210 875
Michael E. Nugent .......... 1,850 354 875
John L. Schroeder........... 1,850 672 729
</TABLE>

- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program above.
(2) This number reflects the extension of Mr. Haire's term as Trustee until
May 1, 1999.

9
<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST II

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------
<S> <C> <C> <C>
Michael Bozic............... $1,650 $ 357 $ 971
Edwin J. Garn .............. 1,750 514 971
John R. Haire(2) ........... 3,700 (651)(2) 2,280
Wayne E. Hedien ............ 832 123 825
Dr. Manuel H. Johnson ..... 1,700 215 971
Michael E. Nugent .......... 1,750 365 971
John L. Schroeder .......... 1,750 694 815
</TABLE>

INTERCAPITAL INSURED MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------
<S> <C> <C> <C>
Michael Bozic............... $1,700 $0 $ 825
Edwin J. Garn .............. 1,900 0 825
John R. Haire .............. 3,850 0 1,908
Wayne E. Hedien............. 482 0 701
Dr. Manuel H. Johnson ..... 1,850 0 825
Michael E. Nugent .......... 1,900 0 825
John L. Schroeder........... 1,900 0 693
</TABLE>

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

INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- --------------------------- ------------------------------------
<S> <C>
Michael Bozic............... $1,700
Edwin J. Garn............... 1,900
John R. Haire............... 3,850
Wayne E. Hedien............. 482
Dr. Manuel H. Johnson....... 1,850
Michael E. Nugent........... 1,900
John L. Schroeder........... 1,900
</TABLE>

10
<PAGE>
The following table illustrates the compensation paid to the Independent
Trustees of the Funds for the calendar year ended December 31, 1997 for
services to the 84 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1997. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Dean Witter Money Market Funds. Mr.
Hedien's term as Director or Trustee of each Dean Witter Fund commenced on
September 1, 1997.

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF FOR SERVICE AS
COMMITTEE OF CHAIRMAN OF
FOR SERVICE INDEPENDENT COMMITTEES OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ INDEPENDENT COMPENSATION
TRUSTEE AND TRUSTEE AND TRUSTEES AND TRUSTEES FOR SERVICES TO
COMMITTEE COMMITTEE AUDIT AND AUDIT 84 DEAN WITTER
MEMBER OF 84 MEMBER COMMITTEES COMMITTEES OF FUNDS AND 14
DEAN WITTER OF 14 TCW/DW OF 84 DEAN 14 TCW/DW TCW/DW
NAME OF INDEPENDENT TRUSTEES FUNDS FUNDS WITTER FUNDS FUNDS FUNDS
- ---------------------------- -------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ............... $133,602 -- -- -- $133,602
Edwin J. Garn ............... 149,702 -- -- -- 149,702
John R. Haire ............... 149,702 $73,725 $157,463 $25,350 406,240
Wayne E. Hedien.............. 39,010 -- -- -- 39,010
Dr. Manuel H. Johnson ....... 145,702 71,125 -- -- 216,827
Michael E. Nugent ........... 149,702 73,725 -- -- 223,427
John L. Schroeder ........... 149,702 73,725 -- -- 223,427
</TABLE>

The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 57 Dean Witter Funds (including each
of the Funds represented in this Proxy Statement other than HIAT III and
INSURED CAL MUNI) for the year ended December 31, 1997, and the estimated
retirement benefits for the Independent Trustees, to commence upon their
retirement, from the 57 Dean Witter Funds as of December 31, 1997.

RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS

<TABLE>
<CAPTION>
ESTIMATED ESTIMATE 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 TRUSTEES (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- ---------------------------- --------------- -------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Michael Bozic ............... 10 58.82% $ 20,499 $ 55,026
Edwin J. Garn ............... 10 58.82 30,878 55,026
John R. Haire(2) ............ 10 58.82 (19,823)(2) 132,002
Wayne E. Hedien ............. 9 50.00 0 46,772
Dr. Manuel H. Johnson ....... 10 58.82 12,832 55,026
Michael E. Nugent ........... 10 58.82 22,546 55,026
John L. Schroeder............ 8 49.02 39,350 46,123
</TABLE>

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

11
<PAGE>
THE INVESTMENT MANAGER OR INVESTMENT ADVISER

InterCapital currently serves as investment manager or investment adviser
of each Fund pursuant to an investment management agreement or investment
advisory agreement entered into by each Fund and InterCapital (each, an
"Agreement" and collectively, the "Agreements") dated May 31, 1997, which
took effect upon the consummation of the merger of Dean Witter, Discover &
Co. with Morgan Stanley Group Inc., and in that capacity provides investment
advisory and, in certain cases, certain other services to the Funds.
InterCapital is a wholly-owned subsidiary of MSDW. The Agreements were
approved by the Board of Trustees on February 21, 1997, and by the
shareholders of each Fund at their respective Annual Meeting of Shareholders
held on May 20, 1997. The Agreements supersede earlier management and
advisory agreements originally entered into by the Funds and InterCapital and
are identical in all material respects, including fees payable by a Fund
thereunder, to the earlier management and advisory agreements, except for
dates of effectiveness and termination.

THE INVESTMENT MANAGEMENT AGREEMENTS

Each Agreement of HIAT III, INSURED MUNI and INSURED CAL MUNI (in this
section, each "Fund" refers to each of HIAT III, INSURED MUNI and INSURED CAL
MUNI) provides that InterCapital shall obtain and evaluate such information
and advice relating to the economy and securities and commodity markets as it
deems necessary or useful to discharge its duties under the respective
Agreements, and that it shall continuously supervise the management of the
assets of each Fund in a manner consistent with the investment objectives and
policies of that Fund and subject to such other limitations and directions as
the Board of the Fund may, from time to time, prescribe.

InterCapital pays the compensation of the officers of each Fund and
provides the Fund with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. InterCapital also pays for the services of personnel in connection
with the pricing of the Fund's shares and the preparation of prospectuses,
proxy statements and reports required to be filed with federal and state
securities commissions (except insofar as the participation or assistance of
independent accountants and attorneys is, in the opinion of InterCapital,
necessary or desirable). In return for its services and the expenses
InterCapital assumes under the Agreements, each Fund pays InterCapital
compensation which is computed and accrued weekly and payable monthly and
which is determined by applying the following annual rate to each Fund's
average weekly net assets as set forth in the table below:

<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING FUND'S AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END LAST FISCAL YEAR YEAR END
- ---------------- ----------------------------------------------- ------------- ---------------- --------------
<S> <C> <C> <C> <C>
HIAT III......... 0.75% to the portion of the Fund's average 1/31/98 $596,066 $ 79,572,461
weekly net assets not exceeding $250 million;
0.60% to the portion of average weekly net
assets exceeding $250 million and not exceeding
$500 million; 0.50% to the portion of average
weekly net assets exceeding $500 million and
not exceeding $750 million; 0.40% to the
portion of average weekly net assets exceeding
$750 million and not exceeding $1 billion;
0.30% to the portion of average weekly net
assets exceeding $1 billion
INSURED MUNI ... 0.35% to the Fund's average weekly net assets 10/31/97 $480,886 $138,940,656
INSURED CAL MUNI 0.35% to the Fund's average weekly net assets 10/31/97 $223,318 $ 65,110,656
</TABLE>

12
<PAGE>
Under the Agreements, each Fund is obligated to bear all of the costs and
expenses of its operation, except those specifically assumed by InterCapital,
including, without limitation: charges and expenses of any registrar,
custodian or depository appointed by the Fund for the safekeeping of its
cash, portfolio securities or commodities and other property, and any stock
transfer or dividend agent or agents appointed by the Fund; brokers'
commissions chargeable to the Fund in connection with portfolio securities
transactions to which the Fund is a party; all taxes, including securities or
commodities issuance and transfer taxes, and corporate fees payable by the
Fund to federal, state or other governmental agencies; costs and expenses of
engraving or printing of certificates representing shares of the Fund; all
costs and expenses in connection with registration and maintenance of
registration of the Fund and of its shares with the Securities and Exchange
Commission and various states and other jurisdictions (including filing fees
and legal fees and disbursements of counsel); the cost and expense of
printing, including typesetting, and distributing prospectuses of the Fund to
its Shareholders; all expenses of Shareholders' and Trustees' meetings and of
preparing, printing and mailing proxy statements and reports to Shareholders;
fees and travel expenses of Trustees or members of any advisory board or
committee who are not employees of InterCapital or any corporate affiliate of
InterCapital; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares or in cash; charges
and expenses of any outside service used for the pricing of the Fund's
shares; charges and expenses of legal counsel, including counsel to the
Independent Trustees of the Fund, and independent accountants in connection
with any matter relating to the Fund (not including compensation or expenses
of attorneys employed by InterCapital); association dues; interest payable on
the Fund's borrowings; fees and expenses incident to the listing of the
Fund's shares on any stock exchange; postage; insurance premiums on property
or personnel (including officers and Trustees) of the Fund which inure to its
benefit; and extraordinary expenses (including, but not limited to, legal
claims and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of InterCapital's operations unless
otherwise explicitly provided in the respective Agreements.

The administrative services called for under the Agreements of HIAT III,
INSURED MUNI and INSURED CAL MUNI are performed by DWSC, a wholly-owned
subsidiary of InterCapital, pursuant to a Services Agreement between
InterCapital and DWSC.

THE INVESTMENT ADVISORY AGREEMENT

The Agreements of MIT II and MIOT II (in this section, each "Fund" refers
to each of MIT II and MIOT II) provides that InterCapital shall continuously
manage the assets of each Fund in a manner consistent with that Fund's
investment objective. InterCapital shall obtain and evaluate such information
and advice relating to the economy, securities markets and specific
securities as it considers necessary or useful to continuously manage the
assets of each Fund in a manner consistent with its investment objectives and
policies. In addition, InterCapital pays the compensation of all personnel,
including officers of each Fund, who are its employees. InterCapital has
authority to place orders for the purchase and sale of portfolio securities
on behalf of that Fund without prior approval of its Board.

In return for its investment services and the expenses which InterCapital
assumes under the Agreement, each Fund pays InterCapital compensation which
is computed and accrued weekly and payable monthly and which is determined by
applying the following annual rate to each Fund's average weekly net assets
as set forth in the table below:

<TABLE>
<CAPTION>
ADVISORY FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND ADVISORY FEE RATE YEAR END FISCAL YEAR YEAR END
- --------- ---------------------------------------------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
MIT II ... 0.40% to the portion of the Fund's average 12/31/97 $1,074,903 $276,675,455
weekly net assets not exceeding $250 million
and 0.30% to the portion of the Fund's average
weekly net assets exceeding $250 million
MIOT II... 0.50% to the Fund's average weekly net assets 2/28/98 $ 890,401 $181,222,664
</TABLE>

13
<PAGE>
Under the Agreements, each Fund is obligated to bear all of the costs and
expenses of its operation, except those specifically assumed by InterCapital,
including, without limitation: charges and expenses of any registrar,
custodian or depository appointed by the Fund for the safekeeping of its
cash, portfolio securities or commodities and other property, and any stock
transfer or dividend agent or agents appointed by the Fund; brokers'
commissions chargeable to the Fund in connection with portfolio securities
transactions to which the Fund is a party; all taxes, including securities or
commodities issuance and transfer taxes, and fees payable by the Fund to
Federal, state or other governmental agencies; costs and expenses of
engraving or printing of certificates representing shares of the Fund; all
costs and expenses in connection with registration and maintenance of
registration of the Fund and of its shares with the Securities and Exchange
Commission and various states and other jurisdictions (including filing fees
and legal fees and disbursements of counsel and the costs and expenses of
preparation, printing, including typesetting, and distributing prospectuses
for such purposes); all expenses of shareholders' and Trustees' meetings and
of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Administrator or InterCapital
or any of their corporate affiliates; all expenses incident to the payment of
any dividend or distribution program; charges and expenses of any outside
pricing services; charges and expenses of legal counsel, including counsel to
the Independent Trustees of the Fund, and independent accountants in
connection with any matter relating to the Fund (not including compensation
or expenses of attorneys employed by the Administrator or InterCapital);
membership dues of industry associations; interest payable on Fund
borrowings; fees and expenses incident to the listing of the Fund's shares on
any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Fund which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operations unless otherwise
explicitly provided in the Agreement.

The Agreement of each Fund (HIAT III, MIT II, MIOT II, INSURED MUNI and
INSURED CAL MUNI), dated May 31, 1997, was initially approved by the Board of
Trustees of each respective Fund, including a majority of the Independent
Trustees, by vote cast in person at meetings of the Boards held on February
21, 1997 called for the purpose of voting on the Agreements. The Shareholders
of each Fund approved the respective Agreements at their respective Annual
Meeting of Shareholders held on May 20, 1997.

The Agreements will continue in effect for an initial term ending April
30, 1999 and will continue in effect from year to year thereafter provided
that each such continuance is approved by the vote of a majority, as defined
by the 1940 Act, of the outstanding voting securities of the Fund or by the
Trustees of the Fund, and, in either event, by the vote cast in person by a
majority of the Independent Trustees at a meeting called for the purpose of
voting on such approval.

Each Agreement also provides that it may be terminated at any time by
InterCapital, the Trustees or by a vote of a majority of the outstanding
voting securities of the applicable Fund, in each instance without the
payment of any penalty, on thirty days' notice and provides for its automatic
termination in the event of its assignment.

INTERCAPITAL

Dean Witter InterCapital Inc. is each Fund's investment manager or
investment adviser. InterCapital maintains its offices at Two World Trade
Center, New York, New York 10048. InterCapital, which was incorporated in
July, 1992, 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.

14
<PAGE>
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:

Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of MSDW and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Morgan Stanley
Dean Witter Individual Asset Management Group and Director of DWR,
Distributors, DWSC, InterCapital and MSDW Trust; James F. Higgins, President
and Chief Operating Officer of Dean Witter Financial and Director of DWR,
Distributors, InterCapital, DWSC and MSDW Trust; Charles A. Fiumefreddo,
Executive Vice President and Director of DWR, Chairman of the Board of
Directors, Chief Executive Officer and Director of InterCapital, DWSC and
Distributors and Chairman of the Board of Directors and Director of MSDW
Trust; Christine A. Edwards, Executive Vice President, Secretary and Chief
Legal Officer of MSDW, Executive Vice President, Secretary, General Counsel
and Director of DWR, Executive Vice President, Secretary, Chief Legal Officer
and Director of Distributors and Director of InterCapital and DWSC; and
Thomas C. Schneider, Executive Vice President and Chief Strategic and
Administrative Officer of MSDW and Executive Vice President, Chief Financial
Officer and Director of DWR, Distributors, InterCapital and DWSC.

The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585
Broadway, New York, New York 10036; 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.

InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to those of the Funds listed in this Proxy
Statement and sets forth the fees payable to InterCapital by such companies,
including the Funds, and their net assets as of April 30, 1998.

InterCapital's wholly-owned subsidiary, DWSC, pursuant to an
Administration Agreement with MIT II and MIOT II, serves as the Administrator
of MIT II and MIOT II and receives from those Funds compensation which is
computed and accrued weekly and payable monthly and which is determined by
applying the following annual rates: MIT II--0.25% to the portion of the
Fund's average weekly net assets not exceeding $250 million; 0.20% to the
portion of the Fund's average weekly net assets exceeding $250 million but
not exceeding $500 million; 0.167% to the portion of the Fund's average
weekly net assets exceeding $500 million but not exceeding $750 million; and
0.133% to the portion of the Fund's average weekly net assets exceeding $750
million; MIOT II--0.30% to the average weekly net assets. During the fiscal
year ended December 31, 1997 for MIT II and February 28, 1998 for MIOT II,
the Funds accrued to DWSC administrative fees of $674,821 and $534,240,
respectively.

During the fiscal years ended January 31, 1998 for HIAT III, December 31,
1997 for MIT II, February 28, 1998 for MIOT II, October 31, 1997 for INSURED
MUNI, and October 31, 1997 for INSURED CAL MUNI, each Fund accrued to MSDW
Trust, each Fund's Transfer Agent and an affiliate of InterCapital, transfer
agency fees of $29,986, $63,516, $47,672, $33,389 and $13,860, respectively.

AFFILIATED BROKER

Because DWR, Morgan Stanley & Co. Incorporated and InterCapital are under
the common control of MSDW, DWR and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Funds. During each of their

15
<PAGE>
respective last fiscal years, each Fund paid no brokerage commissions to DWR
or to Morgan Stanley & Co. Incorporated, which broker-dealer became an
affiliate of InterCapital on May 31, 1997 upon consummation of the merger of
Dean Witter Discover & Co. with Morgan Stanley Group Inc.

(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees of each Fund have unanimously selected the firm of Price
Waterhouse LLP as each Fund's independent accountants for the fiscal year
ending January 31, 1999 for HIAT III, December 31, 1998 for MIT II, February
28, 1999 for MIOT II and October 31, 1998 for INSURED MUNI and INSURED CAL
MUNI. Its selection is being submitted for ratification or rejection by
Shareholders of each Fund at the Meetings. Price Waterhouse LLP has been the
independent accountants for each Fund since its inception, and has no direct
or indirect financial interest in any of the Funds.

A representative of Price Waterhouse LLP is expected to be present at the
Meetings and will be available to respond to appropriate questions of
Shareholders.

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

THE TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS.

(3) FOR HIAT III, ELIMINATION OF THE FUND'S FUNDAMENTAL POLICY REGARDING
INVESTMENTS IN RESTRICTED SECURITIES

A fundamental investment policy of HIAT III currently provides that the
Fund will not invest more than 10% of its total assets in securities which
are restricted as to disposition under the federal securities laws or
otherwise ("restricted securities"). This policy with regard to investment in
restricted securities is not required to be a fundamental policy and due to
the current regulatory environment and securities markets, such restrictions
are overbroad and not advantageous to the management of the Fund's portfolio.

In recognition of the increased size and liquidity of the institutional
market for unregistered securities and the importance of institutional
investors in the capital formation process, the Securities and Exchange
Commission in recent years has advanced rule and legislative proposals
designed to facilitate efficient trading of restricted securities among
institutional investors. The most important of these, Rule 144A under the
Securities Act of 1933 (the "1933 Act"), allows for broad institutional
trading for securities subject to restriction on resale to the general
public. This in turn, has served to broaden the market for such securities
and increase the number of offerings of restricted securities in the
marketplace. Presently, the markets for certain types of securities such as
repurchase agreements, commercial paper, high yield securities, convertible
securities, many types of municipal securities and some corporate bonds and
notes are almost exclusively institutional. These instruments are often
either exempt from registration or sold in transactions not requiring
registration. As these institutional markets continue to develop and increase
in size, the Fund would be constrained by its current investment restriction
from increased participation in these markets.

HIAT III, in accordance with its investment policies, has a portfolio
which is primarily comprised of high yield securities. In recent years, the
number of high yield issues coming to market increasingly have been Rule 144A
securities. The Investment Manager believes that elimination of the current
investment restriction regarding restricted securities will enable the Fund
to participate more fully in investment opportunities in the high yield
market.

16
<PAGE>
As a closed-end investment company, the Fund may hold a significant amount
of restricted securities in its portfolio including illiquid restricted
securities, and, because of this closed-end structure, plus the fact that the
shares of the Fund are traded on the New York Stock Exchange, the Fund is not
subject to regulatory limits on the amount of such securities which it may
hold, as is the case with open-end investment companies, which are subject to
limits on illiquid securities in order to meet redemption requests.
Consequently, the restriction as currently existing is overbroad and
unnecessary given the structure of the Fund.

In order for the Fund to take advantage of the institutional markets for
restricted securities set forth above, the Board of the Fund and the
Investment Manager recommend that the Fund eliminate its fundamental policy
restricting investments in restricted securities to no more than 10% of total
assets and that any policy regarding restricted securities be deemed
non-fundamental with investment limits in such securities set by the Board of
the Fund in response to changes in the markets for such securities. Under
this new policy, restricted securities that are liquid as determined by the
Board of the Fund may be purchased by the Fund without limitation and any
limits on investments in illiquid restricted securities will be determined by
the Board of the Fund given current market conditions at a given point in
time.

REQUIRED VOTE

Implementation of this proposal for the Fund requires approval at the
Meeting by a majority of the outstanding voting securities of the Fund, as
defined in the 1940 Act. Such a majority means 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 THE FUND RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICY AS DESCRIBED ABOVE.

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 for a total of not more
than 60 days in the aggregate to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a
majority of the applicable Fund's shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which have been received by the date of the Meeting.

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

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received by no later
than January 9, 1999 for HIAT III, MIT II, MIOT II, INSURED MUNI and INSURED
CAL MUNI, for inclusion in the proxy statement for each respective Fund's
next Annual Meeting. The mere submission of a proposal does not guarantee its
inclusion in the proxy materials or its presentation at the meeting. Certain
rules under the federal securities laws must be met.

17
<PAGE>
REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT HAS BEEN SENT PREVIOUSLY TO
SHAREHOLDERS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ADRIENNE
RYAN-PINTO 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, InterCapital, DWR, DWSC, 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 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

18
<PAGE>
APPENDIX

InterCapital serves as investment manager to HIAT III and the other
investment companies listed below which have similar investment objectives to
those of HIAT III. Set forth below is a chart showing the net assets of each
such investment company as of April 30, 1998 and the investment management
fees rate(s) applicable to such investment company.

<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 4/30/98 NET ASSETS
---------------------------- -------------------------------------
<S> <C> <C>
1. DEAN WITTER HIGH YIELD SECURITIES INC.* ..... $ 28,181,431 (Class A) 0.50% on assets up to $500 million,
1,826,359,371 (Class B) scaled down at various asset levels
44,750,243 (Class C) to 0.30% on assets over $3 billion
453,665,332 (Class D)
2. DEAN WITTER U.S. GOVERNMENT SECURITIES
TRUST*....................................... $ 28,073,608 (Class A) 0.50% on assets up to $1 billion,
5,208,168,288 (Class B) scaled down at various asset levels
7,417,352 (Class C) to 0.30% on assets over $12.5 billion
10,260,311 (Class D)

3. DEAN WITTER CONVERTIBLE SECURITIES TRUST* ... $ 934,064 (Class A) 0.60% on assets up to $750 million,
337,388,384 (Class B) scaled down at various asset levels
2,334,326 (Class C) to 0.425% on assets over $3 billion
3,106,954 (Class D)

4. DEAN WITTER FEDERAL SECURITIES TRUST* ....... $ 2,506,784 (Class A) 0.55% on assets up to $1 billion,
596,833,153 (Class B) scaled down at various asset levels
3,142,093 (Class C) to 0.35% on assets over $12.5 billion
833,893 (Class D)

5. INTERCAPITAL INCOME SECURITIES INC.** ...... $ 222,665,858 0.50%

6. HIGH INCOME ADVANTAGE TRUST**............... $ 151,012,268 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion

7. HIGH INCOME ADVANTAGE TRUST II**............ $ 201,131,756 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion

8. HIGH INCOME ADVANTAGE TRUST III**........... $ 78,781,522 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion

9. DEAN WITTER INTERMEDIATE INCOME SECURITIES*. $ 1,081,756 (Class A) 0.60% on assets up to $500 million,
146,786,761 (Class B) scaled down at various asset levels
241,239 (Class C) to 0.30% on assets over $1 billion
5,678,294 (Class D)

10. DEAN WITTER WORLD WIDE INCOME TRUST* ....... $ 986,014 (Class A) 0.75% on assets up to $250 million,
83,199,782 (Class B) scaled down at various asset levels
151,253 (Class C) to 0.30% on assets over $1 billion
330,153 (Class D)

11. DEAN WITTER GOVERNMENT INCOME TRUST** ...... $ 419,308,032 0.60%

12. DEAN WITTER GLOBAL SHORT-TERM INCOME FUND
INC.*....................................... $ 51,357,053 0.55% on assets up to $500 million
and 0.50% on assets over $500 million

A-1
<PAGE>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 4/30/98 NET ASSETS
---------------------------- -------------------------------------
13. DEAN WITTER SHORT-TERM U.S. TREASURY
TRUST*...................................... $ 240,015,408 0.35%

14. DEAN WITTER DIVERSIFIED INCOME TRUST* ...... $ 10,889,137 (Class A) 0.40%
987,714,920 (Class B)
10,246,627 (Class C)
316,899 (Class D)

15. DEAN WITTER SHORT-TERM BOND FUND*........... $ 102,817,958 0.70%(1)

16. PRIME INCOME TRUST**........................ $1,740,370,803 0.90% on assets up to $500 million
and 0.85% on assets over $500 million

17. DEAN WITTER BALANCED INCOME FUND*........... $ 1,143,817 (Class A) 0.60%
40,116,482 (Class B)
33,322,214 (Class C)
10,984 (Class D)
18. DEAN WITTER RETIREMENT SERIES:*
(a) U.S. GOVERNMENT SECURITIES SERIES ...... $ 9,163,551 0.65% (2)
(b) INTERMEDIATE INCOME SECURITIES SERIES ..
$ 2,394,073 0.65% (2)
19. DEAN WITTER VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO...........
$ 482,889,692 0.50% on assets up to $500 million
and 0.45% on assets over $500 million
(b) HIGH YIELD PORTFOLIO.................... $ 408,162,955 0.50% on assets up to $500 million
and 0.425% on assets over $500 million
20. DEAN WITTER SELECT DIMENSIONS INVESTMENT
SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO............ $ 71,953,594 0.40%
(b) NORTH AMERICAN GOVERNMENT SECURITIES
PORTFOLIO............................... $ 5,671,711 0.65% (of which 40% is paid to a
Sub-Adviser)
21. DEAN WITTER INTERMEDIATE TERM U.S.
TREASURY TRUST*............................. $ 4,209,355 0.35%(3)

- ------------
* Open-end investment company.
** Closed-end investment company.
*** Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.
(1) InterCapital has undertaken, through December 31, 1998, to continue to
assume all operating expenses of Dean Witter Short-Term Bond Fund
(except for any brokerage fees) and to waive the compensation provided
for in its investment management agreement with that company.
(2) InterCapital has undertaken, through June 30, 1998, to continue to
assume all operating expenses of the Series of Dean Witter Retirement
Series (except for brokerage fees and a portion of organizational
expenses) and to waive the compensation provided for each Series in its
investment management agreement with that company in respect of each
Series to the extent that such expenses and compensation on an
annualized basis exceed 1.0% of the average daily net assets of the
pertinent Series.
(3) InterCapital has undertaken, through December 31, 1998, to continue to
assume all operating expenses of Dean Witter Intermediate Term U.S.
Treasury Trust (except for any 12b-1 fees and brokerage expenses) and
to waive the compensation provided for in its investment management
agreement with that company.

A-2
<PAGE>
InterCapital serves as investment adviser to MIT II and MIOT II,
investment manager to INSURED MUNI and INSURED CAL MUNI and as investment
manager or investment adviser to the other investment companies listed below
which have similar investment objectives to those of MIT II, MIOT II, INSURED
MUNI and INSURED CAL MUNI. Set forth below is a chart showing the net assets
of each such investment company as of April 30, 1998 and the investment
management or advisory fee rate(s) applicable to such investment company.

</TABLE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/30/98 OF NET ASSETS
---------------------------- ----------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME
FUND*...................................... $ 1,742,688 (Class A) 0.55% on assets up to
885,709,870 (Class B) $500 million, scaled down at
6,129,282 (Class C) various asset levels to 0.45% on
215,657 (Class D) assets over $1.25 billion

2. DEAN WITTER LIMITED TERM MUNICIPAL TRUST* . $ 55,479,816 0.50%

3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES
TRUST*..................................... $2,750,083,929 0.35%

4. DEAN WITTER NEW YORK TAX-FREE INCOME
FUND*...................................... $ 316,393 (Class A) 0.55% on assets up to
162,251,544 (Class B) $500 million and 0.525% on assets
591,061 (Class C) over $500 million
43,893 (Class D)

5. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* .. $ 8,623,473 (Class A) 0.50% on assets up to
103,719,002 (Class B) $500 million, scaled down at
4,164,439 (Class C) various asset levels to 0.325% on
1,053,264,303 (Class D) assets over $1.25 billion

6. INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST**............................. $ 249,857,026 0.35%

7. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES**............................... $ 210,648,133 0.35%

8. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES**............................... $ 65,185,158 0.35%

9. INTERCAPITAL INSURED MUNICIPAL BOND
TRUST**.................................... $ 109,409,646 0.35%

10. INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST**.................................... $ 585,357,141 0.35%

11. INTERCAPITAL INSURED MUNICIPAL
SECURITIES**............................... $ 138,735,653 0.35%

12. INTERCAPITAL INSURED MUNICIPAL TRUST** .... $ 484,974,472 0.35%

13. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES**............................... $ 96,214,929 0.35%

14. INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST**.................................... $ 741,446,227 0.35%

A-3
<PAGE>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 4/30/98 OF NET ASSETS
---------------------------- ----------------------------------
15. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST**.................................... $ 383,359,258 0.35%

16. INTERCAPITAL QUALITY MUNICIPAL
SECURITIES**............................... $ 362,733,645 0.35%

17. MUNICIPAL INCOME TRUST**................... $ 298,110,112 0.35% on assets up to
$250 million and 0.25% on assets
over $250 million

18. MUNICIPAL INCOME TRUST II**................ $ 271,677,548 0.40% on assets up to
$250 million and 0.30% on assets
over $250 million

19. MUNICIPAL INCOME TRUST III**............... $ 62,826,755 0.40% on assets up to
$250 million and 0.30% on assets
over $250 million

20. MUNICIPAL INCOME OPPORTUNITIES TRUST** .... $ 184,051,018 0.50%

21. MUNICIPAL INCOME OPPORTUNITIES
TRUST II**................................. $ 179,582,672 0.50%

22. MUNICIPAL INCOME OPPORTUNITIES
TRUST III**................................ $ 105,255,923 0.50%

23. MUNICIPAL PREMIUM INCOME TRUST**........... $ 350,716,615 0.40%

24. DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND***.................................... $ 90,227,221 0.50%

25. DEAN WITTER HAWAII MUNICIPAL TRUST* ...... $ 5,304,628 0.35% (1)

- ------------
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the
reinvestment of UIT distributions
(1) InterCapital has undertaken, through December 31, 1998, to continue to
assume all operating expenses (except for any 12b-1 and brokerage fees)
of Dean Witter Hawaii Municipal Trust and to waive the compensation
provided for in its investment management agreement with that company.
</TABLE>

A-4
<PAGE>
HIGH INCOME ADVANTAGE TRUST III

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, 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
High Income Advantage Trust III on June 23, 1998, 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 May 7, 1998 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 PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.

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

<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of three (3) Trustees: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Wayne E. Hedien, Manuel H. Johnson,
John L. Schroeder

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

2. Ratification of appointment of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent [ ] [ ] [ ]
accountants.

3. Elimination of Fundamental Policy FOR AGAINST ABSTAIN
Regarding Investments in [ ] [ ] [ ]
Restricted Securities

Date _____________________________

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

[__________________________________________]
Shareholder sign in the box above

[__________________________________________]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION

HIGH INCOME ADVANTAGE TRUST III

IMPORTANT

PLEASE SEND IN YOUR PROXY.........TODAY!

YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.

PRX 00096

<PAGE>
MUNICIPAL INCOME TRUST II

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, 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
Municipal Income Trust II on June 23, 1998, 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 May 7, 1998 as follows:

(Continued on reverse side)

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

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

<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, John R. Haire,
Michael E. Nugent, 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.

2. Ratification of appointment of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent [ ] [ ] [ ]
accountants.

Date ____________________________

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

[________________________________________]
Shareholder sign in the box above

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

- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION

MUNICIPAL INCOME TRUST II

IMPORTANT

PLEASE SEND IN YOUR PROXY.........TODAY!

YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.

PRX 00124

<PAGE>
MUNICIPAL INCOME OPPORTUNITIES TRUST II

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, 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
Municipal Income Opportunities Trust II on June 23, 1998, 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 May 7, 1998 as follows:

(Continued on reverse side)

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

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

<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
1. Election of three (3) Trustees: FOR WITHHOLD EXCEPT
Wayne E. Hedien, Manuel H. Johnson, [ ] [ ] [ ]
John L. Schroeder

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

2. Ratification of appointment of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent accountants. [ ] [ ] [ ]

Date ______________________________

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

[______________________________________]
Shareholder sign in the box above

[______________________________________]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION

MUNICIPAL INCOME OPPORTUNITIES TRUST II

IMPORTANT

PLEASE SEND IN YOUR PROXY.........TODAY!

YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.

PRX 00128

<PAGE>
INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, 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
InterCapital Insured California Municipal Securities on June 23, 1998, 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 May 7, 1998 as follows:

(Continued on reverse side)

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

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

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

FOR ALL
1. Election of four (4) Trustees: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Edwin J. Garn, John R. Haire,
Michael E. Nugent, 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.

2. Ratification of appointment of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent [ ] [ ] [ ]
accountants.

Date ______________________________

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

[______________________________________]
Shareholder sign in the box above

[______________________________________]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION

INTERCAPITAL INSURED CALIFORNIA MUNICIPAL SECURITIES

IMPORTANT

PLEASE SEND IN YOUR PROXY.........TODAY!

YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.

PRX 00039

<PAGE>
INTERCAPITAL INSURED MUNICIPAL SECURITIES

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, 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
InterCapital Insured Municipal Securities on June 23, 1998, 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 May 7, 1998 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.

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.

2. Ratification of appointment of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent [ ] [ ] [ ]
accountants.

Date ______________________________

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

[________________________________________]
Shareholder sign in the box above

[________________________________________]
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION

INTERCAPITAL INSURED MUNICIPAL SECURITIES

IMPORTANT

PLEASE SEND IN YOUR PROXY.........TODAY!

YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.

PRX 00038