MUNICIPAL PREMIUM INCOME TRUST/MA, PRES14A, 1997-03-06

MUNICIPAL PREMIUM INCOME TRUST/MA
PRES14A, 1997-03-06

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<PAGE>

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:

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

.... Municipal Premium Income Trust . . . . . . . . . . . .
InterCapital Insured Municipal Trust
InterCapital Insured Municipal Income Trust
InterCapital Insured Municipal Bond Trust
InterCapital Quality Municipal Income Trust
InterCapital Quality Municipal Investment Trust
InterCapital California Insured Municipal Income Trust
(Name of Registrant(s) Specified in its Charter)

.... Lou Anne 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:

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

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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:

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

<PAGE>
PRELIMINARY PROXY
FOR INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD MAY 1, 1997

Special Meetings of Shareholders ("Meeting(s)") of INTERCAPITAL INSURED
MUNICIPAL TRUST, INTERCAPITAL INSURED MUNICIPAL BOND TRUST, INTERCAPITAL
INSURED MUNICIPAL INCOME TRUST, INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST, INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST, INTERCAPITAL
QUALITY MUNICIPAL INVESTMENT TRUST, MUNICIPAL PREMIUM INCOME TRUST
(individually, a "Trust" and, collectively, the "Trusts"), unincorporated
business trusts organized under the laws of the Commonwealth of
Massachusetts, will be held jointly in the Career Development Room, 61st
Floor, 2 World Trade Center, New York, New York 10048, on May 1, 1997 at
P.M., New York City time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:

1. For each Trust, to elect two (2) Trustees to serve until the
expiration of their indicated respective terms or until their successors
shall have been elected and qualified;

2. For each Trust, to approve or disapprove a new Investment Management
Agreement or Investment Advisory Agreement between the Trust and Dean
Witter InterCapital Inc., a wholly-owned subsidiary of Dean Witter,
Discover & Co. ("DWDC"), in connection with the proposed merger of Morgan
Stanley Group Inc. with DWDC;

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

Shareholders of record of each Trust as of the close of business on March
12, 1997 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 Trust'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 they are
entitled to vote in favor of Proposal 2 with respect to each Trust and will
vote against any such adjournment those proxies to be voted against that
proposal.
BARRY FINK
Secretary
March , 1997
New York, New York

<PAGE>
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------

THE BOARD OF TRUSTEES OF EACH TRUST RECOMMENDS THAT YOU CAST YOUR VOTE:

-- FOR the election of each of the Trustees nominated for election.

-- FOR approval of each new Investment Management Agreement or Investment
Advisory Agreement.

YOUR VOTE IS IMPORTANT

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PRELIMINARY PROXY
FOR INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY

INTERCAPITAL INSURED MUNICIPAL TRUST
INTERCAPITAL INSURED MUNICIPAL BOND TRUST
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST
MUNICIPAL PREMIUM INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
---------------------
JOINT PROXY STATEMENT
---------------------
SPECIAL MEETINGS OF SHAREHOLDERS
MAY 1, 1997

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees (the "Board(s)") of INTERCAPITAL INSURED MUNICIPAL
TRUST ("INSURED MUNI TRUST"), INTERCAPITAL INSURED MUNICIPAL BOND TRUST
("INSURED MUNI BOND"), INTERCAPITAL INSURED MUNICIPAL INCOME TRUST ("INSURED
MUNI INCOME"), INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST ("CAL
INSURED MUNI INCOME"), INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST ("QUALITY
MUNI INCOME"), INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST ("QUALITY MUNI
INVESTMENT") and MUNICIPAL PREMIUM INCOME TRUST ("MUNI PREMIUM")
(individually, a "Trust" and, collectively, the "Trusts") for use at the
Special Meetings of Shareholders of the Trusts to be held jointly on May 1,
1997 (the "Meeting(s)"), and at any adjournments thereof.

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
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 Proposal 2 set forth in the attached Notice of
Special 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 Trusts, execution and delivery of a later dated proxy to the
Secretary of the Trusts (if returned and received in time to be voted), or
attendance and voting at the Special Meetings of Shareholders. Attendance at
the Meetings will not in and of itself revoke a proxy.

The holders of shares ("Shareholders") of record of each Trust as of the
close of business on March 12, 1997, 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. No person was known to own as much as 5% of the
outstanding shares of any of the Trusts on that date. The percentage
ownership of shares of each Trust changes from time to time depending on
purchases and sales by Shareholders and the total number of shares
outstanding. The first mailing of this Proxy Statement is expected to be made
on or about March , 1997.

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<PAGE>
The table below sets forth the total number of Common Shares and Preferred
Shares outstanding for each Trust as of the Record Date:

<TABLE>
<CAPTION>
NUMBER OF COMMON NUMBER OF PREFERRED
SHARES OUTSTANDING SHARES OUTSTANDING
AS OF AS OF
MARCH 12, 1997 MARCH 12, 1997
NAME OF FUND (RECORD DATE) (RECORD DATE)
- --------------------------- ---------------------- -----------------------
<S> <C> <C>
INSURED MUNI TRUST ..........
INSURED MUNI BOND ...........
INSURED MUNI INCOME ........
CAL INSURED MUNI INCOME .....
QUALITY MUNI INCOME ........
QUALITY MUNI INVESTMENT .....
MUNI PREMIUM.................
</TABLE>

The cost of soliciting proxies for these Special Meetings of Shareholders,
consisting principally of printing and mailing expenses, will be borne by
, except that costs relating to Proposal 2 will be borne by Dean
Witter, Discover & Co. ("DWDC"). Such expenses are estimated not to exceed,
with respect to each Trust, the following accounts: INSURED MUNI
TRUST--$ , INSURED MUNI BOND--$ , INSURED MUNI INCOME--$ , CAL
INSURED MUNI INCOME--$ , QUALITY MUNI INCOME--$ , QUALITY MUNI
INVESTMENT--$ AND MUNI PREMIUM--$ . The solicitation of proxies by
mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Trustees, officers of the Trusts, or officers and regular
employees of Dean Witter InterCapital Inc. ("InterCapital"), Dean Witter
Trust Company ("DWTC"), 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 $ and will be borne by
DWDC. With respect to a telephone solicitation by the William F. Doring &
Co., additional expenses would include $ per telephone vote
transacted, $ per outbound telephone contact and costs relating to
obtaining Shareholders' telephone numbers.

William F. Doring & Co. and DWTC 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
Trusts 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.

(1) ELECTION OF TRUSTEES FOR EACH TRUST

The number of Trustees of each Trust has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at ten. There are presently
eight Trustees for each Trust. At the Meetings, pursuant to each Trust's
Declaration of Trust, two nominees are to be elected to each Trust's Board of
Trustees by the holders of the Common Shares and the Preferred Shares voting
together as a single class. Mr. and Mr. have been nominated by
the Board of each Trust for election as Trustee for the first time and

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are standing for election at the Meetings to serve for the following terms,
in accordance with each Trust's Declaration of Trust as set forth below:

<TABLE>
<CAPTION>
<S> <C> <C>
Mr. Mr.
------------------------- -------------------------
INSURED MUNI TRUST until Annual Meeting until Annual Meeting
INSURED MUNI BOND until Annual Meeting until Annual Meeting
INSURED MUNI INCOME until Annual Meeting until Annual Meeting
CAL INSURED MUNI INCOME until Annual Meeting until Annual Meeting
QUALITY MUNI INCOME until Annual Meeting until Annual Meeting
QUALITY MUNI INVESTMENT until Annual Meeting until Annual Meeting
MUNI PREMIUM until Annual Meeting until Annual Meeting
</TABLE>

Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trusts, as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). Mr. and Mr. , who have been nominated
for election at the Meetings, if elected, also will be Independent Trustees.
The other two current Trustees, Charles A. Fiumefreddo and Philip J. Purcell
are "interested persons" (as that term is defined under the 1940 Act) of the
Trusts and InterCapital and thus, are not Independent Trustees. The nominees
for election as Trustees 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 Trusts.

The nominees of the Board of Trustees for election as Trustees are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
and . 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. All of the nominees have consented to being named in this Proxy
Statement and to serve if elected. The Trusts know no reason why any of said
nominees would be unable or unwilling to accept nomination or election. With
respect to each Trust, the election of each nominee listed above requires the
approval of a majority of the Shares of the Trust represented and entitled to
vote at the Meeting (Common Shares and Preferred Shares voting together as a
single class).

Pursuant to the provisions of the Declaration of Trust of each Trust, in
certain cases as amended, the nominees for election as 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 Trust had previously determined that any nominee for
election as Trustee for each Trust 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. Johnson and Schroeder;
and Class III--Messrs. Garn, Haire, Nugent and Purcell. Each of the two
nominees will, if elected, serve an initial 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. 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. In addition, pursuant to each Trust's Declaration of Trust and the
1940 Act, the Board of each Trust had previously determined that one of the
Class I Trustees and one of the Class III Trustees will be designated as
Trustees to be elected by the Preferred Shareholders voting separately. In
this regard, Charles A. Fiumefreddo and John R. Haire serve as Trustees of
each Trust's Board of Trustees on behalf of the Preferred Shareholders, the
term of each to expire with his designated Class. In accordance with the
above, Mr. and Mr. , the nominees for Trustee will, if
elected, serve until the and Annual Meetings
respectively for each Trust as set forth above, or until their successors
shall have been elected and qualified.

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<PAGE>
The following information regarding each of 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 Trust owned, if any, as of March 12, 1997 (shown in parentheses),
positions with the Trusts, and directorships or trusteeships in companies
which file periodic reports with the Securities and Exchange Commission,
including the 84 investment companies, including the Trusts, for which
InterCapital serves as investment manager or investment adviser (referred to
herein as the "Dean Witter Funds") and the 14 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 nominees for Trustee to be elected at the Meetings are:

[copy to come]

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

MICHAEL BOZIC, Trustee of each Trust since April, 1994*; age 56; 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., the United
Negro College Fund and Weirton Steel Corporation.

CHARLES A. FIUMEFREDDO, Trustee/Director of each Fund since July, 1991*;
age 63; Chairman, Chief Executive Officer and Director of InterCapital, DWSC
and Dean Witter Distributors Inc. ("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 DWTC; Director
and/or officer of various DWDC subsidiaries; formerly Executive Vice
President and Director of DWDC (until February, 1993).

EDWIN JACOB (JAKE) GARN, Trustee of each Fund since January, 1993*; age
64; 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 Chemical Corporation (since January, 1993); Director of Franklin
Quest (time management systems) and John Alden Financial Corp.; Member of the
board of various civic and charitable organizations.

JOHN R. HAIRE, Trustee since January, 1981*; age 72; 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); Director of Washington National
Corporation (insurance).
- ------------

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

6
<PAGE>
DR. MANUEL H. JOHNSON, Trustee of each Fund since July, 1991*; age 48;
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); Trustee of the
Financial Accounting Foundation (oversight organization for the FASB);
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).

MICHAEL E. NUGENT, Trustee of each Fund since July, 1991*; age 60; 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 Trust since April, 1994*; age 53;
Chairman of the Board of Directors and Chief Executive Officer of DWDC, DWR
and Novus Credit Services Inc.; Director of InterCapital, DWSC and
Distributors; Director or Trustee of the Dean Witter Funds; Director and/or
officer of various DWDC subsidiaries.

JOHN L. SCHROEDER, Trustee of each Trust since April, 1994*; age 66;
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) and formerly Chairman and Chief Investment Officer of
Axe-Houghton Management and the Axe-Houghton Funds (1983-1991).

The executive officers of each Trust are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Robert S.
Giambrone, Vice President; Joseph J. McAlinden, Vice President; James F.
Willison, Vice President; and Thomas F. Caloia, Treasurer. In addition, Peter
M. Avelar, Jonathan R. Page, Joseph Arcieri, Gerard Lian and Katherine H.
Stromberg are Vice Presidents of each Trust. In addition, Frank Bruttomesso,
Marilyn K. Cranney, LouAnne D. McInnis, Carsten Otto and Ruth Rossi serve as
Assistant Secretaries of each Trust.

Mr. Fink is 42 years old and is currently First Vice President (since June
1993), Secretary and General Counsel (since February 1997) of InterCapital
and DWSC and (since August 1996) Assistant Secretary of DWR; he is also First
Vice President, Assistant Secretary and Assistant General Counsel of
Distributors (since February 1997). He was previously Vice President,
Assistant Secretary and Assistant General Counsel of InterCapital and DWSC.
Mr. Scanlan is 60 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
DWTC. He was previously Executive Vice President of InterCapital (July,
1992-March, 1993) and prior thereto was Chairman of Harborview Group Inc. Mr.
Giambrone is 42 years old and is currently Senior Vice President of
InterCapital, DWSC, Distributors and DWTC (since August, 1995) and Director
of DWTC (since April, 1996). He was formerly a partner of KPMG Peat Marwick,
LLP. Mr. McAlinden is 53 years old and is currently Executive Vice President
of InterCapital (since April, 1995) and Chief Investment Officer of
InterCapital and Director of DWTC (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 50 years old and
is currently First Vice President and Assistant Treasurer of InterCapital and
DWSC. Mr. Willison is 53 years old and is currently Senior Vice President of
InterCapital. Mr. Avelar is 38 years old and is currently Senior Vice
President of InterCapital. Mr. Page is 50 years old and is currently Senior
Vice
- ------------

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

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<PAGE>
President of InterCapital. Mr. Arcieri is 48 years old and is currently Vice
President of InterCapital. Mr. Lian is 41 years old and is currently Vice
President of InterCapital. He was formerly a Senior Municipal Analyst with
the American Express Company (1984-1992). Ms. Stromberg is 48 years old and
is currently Vice President of InterCapital (since April, 1992). She was
formerly a portfolio manager with InterCapital (October, 1991-April, 1992).
Other than Mr. Scanlan, Mr. Giambrone, Mr. McAlinden and Mr. Lian, 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 eight (8) 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
Statement, there are a total of 84 Dean Witter Funds, comprised of 127
portfolios. As of February 28, 1997, the Dean Witter Funds had total net
assets of approximately $ billion and more than six million shareholders.

Six Trustees and the two new nominees (80% of the total number) have no
affiliation or business connection with InterCapital or any of its affiliated
persons and do not own any stock or other securities issued by InterCapital's
parent company, DWDC. The other two Trustees (the "Management Trustees") are
affiliated with InterCapital. For a period of at least three years after the
consummation of the merger of Morgan Stanley Group Inc. with DWDC, at least
75% of the members of the Board of Trustees of each Trust will not be
"interested persons" (as defined in the 1940 Act) of InterCapital. Four of
the six 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 current Independent Trustees serve as members of the Audit
Committee and the Committee of the Independent Trustees. 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 Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
distribution and underwriting agreements; continually reviewing Fund
performance; checking on the pricing of portfolio securities, brokerage
commissions, transfer agent costs and performance, and trading among Funds in
the same complex; and approving fidelity bond and related insurance coverage
and allocations, as well as other matters that arise from time to time.

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

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<PAGE>
Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee 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>
INSURED MUNI TRUST ..........10/31/96 6 10 3 3
INSURED MUNI BOND ...........10/31/96 6 10 3 3
INSURED MUNI INCOME ........10/31/96 6 10 3 3
CAL INSURED MUNI INCOME .....10/31/96 6 10 3 3
QUALITY MUNI INCOME ........10/31/96 6 10 3 3
QUALITY MUNI INVESTMENT .....10/31/96 6 10 3 3
MUNI PREMIUM ................ 5/31/96 6 10 3 5
</TABLE>

DUTIES OF CHAIRMAN OF COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE

The Chairman of the Committee of the Independent Trustees and the Audit
Committee maintains an office at the Funds' headquarters in New York. He is
responsible for keeping abreast of regulatory and industry developments and
the Funds' operations and management. He screens and/or prepares written
materials and identifies critical issues for the Independent Trustees to
consider, develops agendas for Committee meetings, determines the type and
amount of information that the Committees will need to form a judgment on
various issues, and arranges to have that information furnished to Committee
members. He also arranges for the services of independent experts and
consults with them in advance of meetings to help refine reports and to focus
on critical issues. Members of the Committees believe that the person who
serves as Chairman of both Committees and guides their efforts is pivotal to
the effective functioning of the Committees.

The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with InterCapital Manager and other service providers.
In effect, the Chairman of the Committees serves as a combination of chief
executive and support staff of the Independent Trustees.

The Chairman of the Committee of the Independent Trustees and the Audit
Committee is not employed by any other organization and devotes his time
primarily to the services he performs as Committee Chairman and Independent
Trustee of the Dean Witter Funds and as an Independent Trustee and, since
July 1, 1996, as Chairman of the Committee of the Independent Trustees and
the Audit Committee of the TCW/DW Funds. The current Committee Chairman has
had more than 35 years experience as a senior executive in the investment
company industry.

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

9
<PAGE>
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, and a Chairman of their Committees, 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 December 31,
1996, 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 $9.8 million.

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

COMPENSATION OF INDEPENDENT TRUSTEES

Each Trust pays each Independent Trustee an annual fee of $1,000 plus a
per meeting fee of $50 for meetings of the Board of Trustees or committees of
the Board attended by the Trustee (each Trust 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). Each Trust 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 Trust who are or have been employed by InterCapital or an affiliated
company receive no compensation or expense reimbursement from the Trust.

As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including each of the Trusts represented in this Proxy Statement, have
adopted a retirement program under which an Independent Trustee who retires
after serving for at least five years (or such lesser period as may be
determined by the Board) as an Independent Director or Trustee of any 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 Trust, 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 25.0% of his or her
Eligible Compensation plus 0.4166666% 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 50.0% after ten years of
service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the

10
<PAGE>
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 Trusts.

Appendix A sets forth tables illustrating the compensation paid to each
Fund's Independent Trustees by the Trust for its last fiscal year and, for
the Trusts which have adopted the retirement program, the retirement benefits
accrued to each Trust's Independent Trustees by the Trust for its last fiscal
year and the estimated retirement benefits for each Trust's Independent
Trustees as of the end of the Trust's last fiscal year. In addition, Appendix
A also illustrates the cash compensation paid and the retirement benefits
accrued to each Trust's Independent Trustees for the calendar year ended
December 31, 1996 for services to the 82 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, 1996. 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. Appendix A also illustrates the retirement benefits
accrued to each Trust's Independent Trustees by the 57 Dean Witter Funds
(including each of the Trusts represented in this Proxy Statement) for the
calendar year ended December 31, 1996 and the estimated retirement benefits
for each Trust's Independent Trustees, to commence upon their retirement,
from the 57 Funds as of December 31, 1996.

The persons named as attorneys-in-fact in the enclosed proxy have advised
the Trusts that unless a proxy instructs them to withhold authority to vote
for all listed nominees or for any individual nominee, they will vote all
validly executed proxies for the election of the nominees named below. All of
the nominees have consented to being named in this Proxy Statement and to
serve, if elected, and no circumstances now known will prevent any of the
nominees from serving. If any nominee should be unable or unwilling to serve,
the proxy will be voted for a substitute nominee proposed by the present
Trustees or, in the case of an Independent Trustee nominee, by the
Independent Trustees. With respect to each Trust, the election of each
Trustee listed above requires the approval of a majority of the Shares of the
Trust represented and entitled to vote at the Meeting (Common Shares and
Preferred Shares voting together as a single class).

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

(2) APPROVAL OR DISAPPROVAL OF NEW INVESTMENT MANAGEMENT
AGREEMENT OR NEW INVESTMENT ADVISORY AGREEMENT

BACKGROUND

InterCapital currently serves as investment manager or investment adviser
of each Trust pursuant to an investment management agreement or investment
advisory agreement entered into by each Trust and InterCapital (each, a
"Current Agreement" and collectively, the "Current Agreements"), and in that
capacity provides investment advisory and in certain cases certain other
services to the Trusts. InterCapital is a

11
<PAGE>
wholly-owned subsidiary of DWDC. The approval of a new investment management
agreement or investment advisory agreement between each Trust and
InterCapital (each, a "New Agreement" and collectively, the "New Agreements")
is being sought in connection with the proposed merger of Morgan Stanley
Group Inc. ("Morgan Stanley") and DWDC (the "Merger").

INFORMATION CONCERNING MORGAN STANLEY

Morgan Stanley and various of its directly or indirectly owned
subsidiaries, including Morgan Stanley & Co. Incorporated ("Morgan Stanley &
Co."), a registered broker-dealer and investment adviser, and Morgan Stanley
International, are engaged in a wide range of financial services. Their
principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring and other corporate finance
advisory activities; merchant banking; stock brokerage and research services;
asset management; trading of futures, options, foreign exchange, commodities
and swaps (involving foreign exchange, commodities, indices and interest
rates); real estate advice, financing and investing; and global custody,
securities clearance services and securities lending.

THE MERGER

Pursuant to the terms of the Merger, Morgan Stanley will be merged with
and into DWDC with the surviving corporation to be named Morgan Stanley, Dean
Witter, Discover & Co. Following the Merger, InterCapital will be a direct
wholly-owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co.

Under the terms of the Merger, each share of Morgan Stanley common stock
will be exchanged for 1.65 shares of DWDC common stock. Following the Merger,
Morgan Stanley's shareholders will own approximately 45% and DWDC's
shareholders will own approximately 55% of the outstanding shares of common
stock of Morgan Stanley, Dean Witter, Discover & Co.

The Merger is expected to be completed in mid-1997.

The Board of Directors of Morgan Stanley, Dean Witter, Discover & Co. will
consist of fourteen members, two of which will be Morgan Stanley insiders and
two of which will be DWDC insiders. The remaining ten directors will be
outside directors, with Morgan Stanley and DWDC each designating five of the
ten. The Chairman and Chief Executive Officer of Morgan Stanley, Dean Witter,
Discover & Co. will be Philip Purcell who is the current Chairman and Chief
Executive Officer of DWDC. The President and Chief Operating Officer of
Morgan Stanley, Dean Witter, Discover & Co. will be the current President of
Morgan Stanley,
John Mack.

The Merger is subject to certain closing conditions, including certain
regulatory approvals and the approval of shareholders of both DWDC and Morgan
Stanley.

APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENTS AND NEW INVESTMENT ADVISORY
AGREEMENTS

In order to assure continuity of investment management or investment
advisory services to each Trust after the Merger, the Board of each Trust met
in person for the purpose of considering whether it would be in the best
interests of each Trust and its Shareholders to enter into a New Agreement
between each Trust and InterCapital which would become effective upon the
later of Shareholder approval of the New Agreement or consummation of the
Merger. At its meetings, and for the reasons discussed below (see "The
Boards' Consideration"), the Board of each Trust, including each of the
Independent Trustees, unanimously approved the New Agreements and recommended
their respective approval by Shareholders.

THE TERMS OF EACH NEW AGREEMENT, INCLUDING FEES PAYABLE BY A TRUST
THEREUNDER, ARE IDENTICAL, IN ALL MATERIAL RESPECTS, TO THOSE OF THE
CORRESPONDING CURRENT AGREEMENT, EXCEPT FOR THE DATES OF EFFECTIVENESS AND

12
<PAGE>
TERMINATION. The terms of the Current Agreements are fully described under
"The Current Investment Management Agreement" or "The Current Investment
Advisory Agreement" below. If approved by Shareholders, each New Agreement
will continue in effect for an initial term expiring April 30, 1999. Each New
Agreement will continue in effect from year to year thereafter if each such
continuance is approved by the Board or by a majority of the outstanding
voting securities (as defined below) of the Trust and, in either event, by
the vote cast in person of a majority of the Independent Trustees. In the
event that Shareholders of a Trust do not approve a New Agreement, the
Current Agreement will remain in effect and the Board will take such action,
if any, as it deems to be in the best interests of the concerned Trust and
its respective Shareholders, which may include proposing that Shareholders
approve an agreement in lieu of the New Agreement. In the event that the
Merger is not consummated, InterCapital will continue to provide services to
the Trusts in accordance with the terms of the Current Agreements for such
periods as may be approved at least annually by the Board of each Trust,
including a majority of the Independent Trustees of that Trust.

REQUIRED VOTE

Each New Agreement cannot be implemented unless approved at the Meetings,
or any adjournments thereof, by a majority of the outstanding voting
securities of the respective Trust (common shares and preferred shares voting
together as a single class). Such a majority means the affirmative vote of:
(a) 67% or more of the shares of the respective Trust 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
respective Trust, whichever is less.

THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT OR
NEW INVESTMENT ADVISORY AGREEMENT.

THE BOARDS' CONSIDERATION

At a special meeting of the Committee of the Independent Trustees of the
Trusts held on February 20, 1997, at which each of the Independent Trustees
of the Trusts was present, and a meeting of the full Board on February 21,
1997, the Trustees evaluated each of the New Agreements (the forms of which
are attached hereto as Exhibits A and B). Prior to and during the meetings,
the Independent Trustees requested and received all information they deemed
necessary to enable them to determine whether each of the New Agreements is
in the best interests of the respective Trust and its Shareholders. They were
assisted in their review and deliberations by independent legal counsel. In
determining whether to approve the New Agreements, the Trustees assessed the
implications of the Merger for InterCapital and its ability to continue to
provide services to the Trusts of the same scope and quality as are presently
provided. In particular, the Trustees inquired as to the impact of the Merger
on InterCapital's personnel, management, facilities and financial
capabilities and received assurances in this regard from senior management of
DWDC and InterCapital that the Merger would not adversely affect
InterCapital's ability to fulfill its obligations under its respective
agreements with the Trusts or to operate its business in a manner consistent
with past practices. In addition, the Trustees considered the effects of
InterCapital and Morgan Stanley becoming an affiliated persons of each other.
Following the Merger, the 1940 Act will prohibit or impose certain conditions
on the ability of the Trusts to engage in certain transactions with Morgan
Stanley and its affiliates. For example, absent exemptive relief, the Trusts
will be prohibited from purchasing securities from Morgan Stanley & Co., a
wholly-owned broker-dealer subsidiary of Morgan Stanley, in transactions in
which Morgan Stanley & Co. acts as principal, and the Trusts will have to
satisfy certain conditions in order to engage in securities transactions in
which Morgan Stanley & Co. acts as broker or to purchase securities in an
underwritten offering in which Morgan Stanley & Co. acts as an underwriter.
In this connection, senior management of InterCapital represented to the
Trustees that they do not believe these prohibitions or conditions will have
a material effect on the management or performance of the Trusts.

13
<PAGE>
The Trustees also considered that each New Agreement is identical, in all
material respects, to the corresponding Current Agreement (other than the
dates of effectiveness and termination).

Based upon the Trustees' review and the evaluations of the materials they
received, and after consideration of all factors deemed relevant to them, the
Trustees of each Trust, including all of the Independent Trustees, determined
that each of the New Agreements is in the best interests of each respective
Trust and its Shareholders. ACCORDINGLY, THE BOARD OF EACH TRUST, INCLUDING
ALL OF THE INDEPENDENT TRUSTEES, APPROVED EACH NEW AGREEMENT AND VOTED TO
RECOMMEND APPROVAL BY SHAREHOLDERS OF EACH TRUST.

THE CURRENT INVESTMENT MANAGEMENT AGREEMENTS

Each Current Agreement of INSURED MUNI TRUST, INSURED MUNI BOND, INSURED
MUNI INCOME, CAL INSURED MUNI INCOME, QUALITY MUNI INCOME and QUALITY MUNI
INVESTMENT (in this section, each "Trust" refers to each of the Trusts listed
at the beginning of this section), 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 Current Agreements, and that it shall
continuously supervise the management of the assets of each Trust in a manner
consistent with the investment objectives and policies of that Trust and
subject to such other limitations and directions as the Board of the Trust
may, from time to time, prescribe.

InterCapital pays the compensation of the officers of each Trust and
provides the Trust 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 Trust'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 Current Agreements, each Trust pays
InterCapital compensation which is computed and accrued weekly and payable
monthly and which is determined by applying the following annual rate to each
Trust'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 LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- ----------------------- ---------------------------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
INSURED MUNI TRUST .... 0.35% to the Trust's average 10/31/96 $1,705,781 $485,849,477
weekly net assets
INSURED MUNI BOND ...... 0.35% to the Trust's average 10/31/96 $ 385,239 $109,231,950
weekly net assets
INSURED MUNI INCOME ... 0.35% to the Trust's average 10/31/96 $2,103,311 $591,015,793
weekly net assets
CAL INSURED MUNI INCOME 0.35% to the Trust's average 10/31/96 $ 860,635 $244,209,669
weekly net assets
QUALITY MUNI INCOME ... 0.35% to the Trust's average 10/31/96 $2,605,581 $734,799,115
weekly net assets
QUALITY MUNI INVESTMENT 0.35% to the Trust's average 10/31/96 $1,333,150 $380,487,974
weekly net assets

</TABLE>

Under the Current Agreements, each Trust 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 Trust for the safekeeping
of its cash,

14
<PAGE>
portfolio securities or commodities and other property, and any stock
transfer or dividend agent or agents appointed by the Trust; brokers'
commissions chargeable to the Trust in connection with portfolio securities
transactions to which the Trust is a party; all taxes, including securities
or commodities issuance and transfer taxes, and corporate fees payable by the
Trust to federal, state or other governmental agencies; costs and expenses of
engraving or printing of certificates representing shares of the Trust; all
costs and expenses in connection with registration and maintenance of
registration of the Trust 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 Trust
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
Trust's shares; charges and expenses of legal counsel, including counsel to
the Independent Trustees of the Trust, and independent accountants in
connection with any matter relating to the Trust (not including compensation
or expenses of attorneys employed by InterCapital); association dues;
interest payable on the Trust's borrowings; fees and expenses incident to the
listing of the Trust's shares on any stock exchange; postage; insurance
premiums on property or personnel (including officers and Trustees) of the
Trust 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 Current Agreements.

The administrative services called for under the Current Agreements of
INSURED MUNI TRUST, INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED MUNI
INCOME, QUALITY MUNI INCOME and QUALITY MUNI INVESTMENT are performed by
DWSC, a wholly-owned subsidiary of InterCapital, pursuant to a Services
Agreement between InterCapital and DWSC.

THE CURRENT INVESTMENT ADVISORY AGREEMENTS

The Current Agreement of MUNI PREMIUM provides that InterCapital shall
continuously manage the assets of the Trust in a manner consistent with the
Trust'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 the Trust in a manner consistent with its investment
objectives and policies. In addition, InterCapital pays the compensation of
all personnel, including officers of the Trust, who are its employees.
InterCapital has authority to place orders for the purchase and sale of
portfolio securities on behalf of the Trust without prior approval of its
Board.

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

<TABLE>
<CAPTION>
ADVISORY FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING TRUST'S LAST AS OF FISCAL
TRUST ADVISORY FEE RATE YEAR END FISCAL YEAR YEAR END
- --------------- ---------------------------- ------------- ------------------- --------------
<S> <C> <C> <C> <C>
MUNI PREMIUM .. 0.50% to the Trust's average 5/31/96 $1,470,252 $355,587,431
weekly net assets
</TABLE>

Under the Current Agreement, the Trust 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

15
<PAGE>
registrar, custodian or depository appointed by the Trust 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 Trust; brokers'
commissions chargeable to the Trust in connection with portfolio securities
transactions to which the Trust is a party; all taxes, including securities
or commodities issuance and transfer taxes, and fees payable by the Trust to
Federal, state or other governmental agencies; costs and expenses of
engraving or printing of certificates representing shares of the Trust; all
costs and expenses in connection with registration and maintenance of
registration of the Trust 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 Trust, and independent accountants in
connection with any matter relating to the Trust (not including compensation
or expenses of attorneys employed by the Administrator or InterCapital);
membership dues of industry associations; interest payable on Trust
borrowings; fees and expenses incident to the listing of the Trust's shares
on any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Trust 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 Trust's operations unless otherwise
explicitly provided in the respective Current Agreements.

The Current Agreement of each Trust, dated June 30, 1993, was initially
approved by the Board of Trustees of each respective Trust, including a
majority of the Independent Trustees, by vote cast in person at a meeting of
the Boards held on October 30, 1992 for INSURED MUNI TRUST, INSURED MUNI
BOND, INSURED MUNI INCOME, QUALITY MUNI INCOME, QUALITY MUNI INVESTMENT and
MUNI PREMIUM, and at a meeting held on December 2, 1992 for CAL INSURED MUNI
INCOME, called for the purpose of voting on the Current Agreements. The
Shareholders of each Trust last approved the respective Current Agreement at
their respective Annual Meeting of Shareholders held on October 29, 1996 for
INSURED MUNI TRUST, INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED MUNI
INCOME, QUALITY MUNI INCOME and QUALITY MUNI INVESTMENT and on December 27,
1996 for MUNI PREMIUM.

After its respective initial term, each Current Agreement continues 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 Trust or by the Trustees of the Trust,
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 Current Agreement whose initial term expired prior to the date
of this Proxy Statement has been continued in effect from year to year by
action of the Board, including the Independent Trustees. Prior to the Board's
February 21, 1997 meeting, the most recent approval occurred at a meeting of
the Board held on April 17, 1996.

Each Current 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 (common shares and preferred shares voting together as a
single class) of the applicable Trust, 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 Trust's investment manager or
investment adviser. InterCapital maintains its offices at Two World Trade
Center, New York, New York 10048. InterCapital, which was

16
<PAGE>
incorporated in July, 1992, is a wholly-owned subsidiary of DWDC, a balanced
financial services organization providing a broad range of nationally
marketed credit and investment products.

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 DWDC and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital, Executive Vice President of DWDC and Director of DWR, Distributors,
DWSC, InterCapital and DWTC; James F. Higgins, President and Chief Operating
Officer of Dean Witter Financial, Executive Vice President of DWDC and
Director of DWR, Distributors, InterCapital, DWSC and DWTC; 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
DWTC; Christine A. Edwards, Executive Vice President, Secretary and General
Counsel of DWDC, 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 Financial Officer of DWDC and
Executive Vice President, Chief Financial Officer and Director of DWR,
Distributors, InterCapital and DWSC.

The business address of the foregoing Directors and Executive Officer is
Two World Trade Center, New York, New York 10048. DWDC has its offices at Two
World Trade Center, New York, New York 10048.

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. Appendix B lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to those of the Trusts listed in this Proxy
Statement and sets forth the fees payable to InterCapital by such companies,
including the Trusts, and their net assets as of March 12, 1997.

InterCapital's wholly-owned subsidiary, DWSC, pursuant to an
Administration Agreement, serves as the Administrator of MUNI PREMIUM and
receives from that Trust compensation which is computed weekly and payable
monthly and which is determined by applying the annual rate of 0.25% to the
Trust's average weekly net assets. During the fiscal year ended May 31, 1996
MUNI PREMIUM accrued to DWSC administrative fees of $918,907.

During the fiscal years ended October 31, 1996 for INSURED MUNI TRUST,
INSURED MUNI BOND, INSURED MUNI INCOME, CAL INSURED MUNI INCOME, QUALITY MUNI
INCOME, QUALITY MUNI INVESTMENT and May 31, 1996 for MUNI PREMIUM, each Trust
accrued to Dean Witter Trust Company, each Trust's Transfer Agent and an
affiliate of InterCapital, transfer agency fees of $124,117, $32,204,
$179,397, $63,380, $187,876, $102,851 and $112,168, respectively.

AFFILIATED BROKER

Because DWR and InterCapital are under the common control of DWDC, DWR is
an affiliated broker of InterCapital. During each of their respective last
fiscal years, the Trusts paid no brokerage commissions to DWR.

17
<PAGE>
ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Trust is not obtained at
the Meetings, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Trust 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 Trust'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 they are entitled to vote in favor of
Proposal 2 and will vote against any such adjournment those proxies required
to be voted against that proposal.

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 Trust 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 Trust must be received, as set
forth in each Trust's previous proxy statement, by no later than April 7,
1997 for INSURED MUNI TRUST, INSURED MUNI BOND, INSURED MUNI INCOME, CAL
INSURED MUNI INCOME and QUALITY MUNI INVESTMENT; April 30, 1997 for QUALITY
MUNI INCOME; and July 3, 1997 for MUNI PREMIUM, for inclusion in the proxy
statement for each respective Trust'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 TRUST'S MOST RECENT ANNUAL REPORT FOR THE TRUST'S MOST RECENT FISCAL
YEAR END, AND, IN THE CASE OF MUNI PREMIUM, THE MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING THE ANNUAL REPORT, HAVE BEEN SENT PREVIOUSLY TO
SHAREHOLDERS AND ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ADRIENNE
RYAN-PINTO AT DEAN WITTER TRUST COMPANY, HARBORSIDE FINANCIAL CENTER, PLAZA
TWO, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS) (TOLL-FREE).

INTEREST OF CERTAIN PERSONS

DWDC, InterCapital, DWR, DWSC, and certain of their respective Directors,
Officers, and employees, including persons who are Trustees or Officers of
the Trusts, 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 Trusts, and certain of those individuals are compensated for
performing services relating to the Trusts and may also own shares of DWDC.
Such companies and persons may thus be deemed to derive benefits from the
approvals by Shareholders of such proposals.

18
<PAGE>
OTHER BUSINESS

The management of the Trusts 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

19
<PAGE>
EXHIBIT A

FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the [ ] day of [ ], 1997, by and between [
,] an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Fund"), and Dean
Witter InterCapital Inc., a Delaware corporation (hereinafter called the
"Investment Manager"):

WHEREAS, The Fund intends to engage in business as a closed-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and

WHEREAS, The Investment Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the business of
acting as investment adviser; and

WHEREAS, The Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms
and conditions hereinafter set forth; and

WHEREAS, The Investment Manager desires to be retained to perform services
on said terms and conditions:

Now, Therefore, this Agreement

W I T N E S S E T H:

that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:

1. The Fund hereby retains the Investment Manager to act as investment
manager of the Fund and, subject to the supervision of the Trustees, to
supervise the investment activities of the Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously manage the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and shall
take such further action, including the placing of purchase and sale orders
on behalf of the Fund, as the Investment Manager shall deem necessary or
appropriate. The Investment Manager shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Manager in the discharge of
its duties as the Fund may, from time to time, reasonably request.

2. The Investment Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Investment
Manager shall be deemed to include persons employed or otherwise retained by
the Investment Manager to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to technical
and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Investment Manager
shall, as agent for the Fund, maintain the Fund's records and books of
account (other than those maintained by the Fund's transfer agent, registrar,
custodian and other agencies). All such books and records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Manager shall surrender to the Fund such of the books and records so
requested.

EX A-1
<PAGE>
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Manager may reasonably require in order to discharge its duties
and obligations hereunder.

4. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Fund, and provide such office space,
facilities and equipment and such clerical help and bookkeeping services as
the Fund shall reasonably require in the conduct of its business. The
Investment Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Fund.

5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: the charges and expenses of any
registrar, any 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 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; the cost and
expense of engraving or printing of certificates representing shares of the
Fund, all costs and expenses in connection with the registration and
maintenance of registration of the Fund and 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 for such
purposes; all expenses of shareholders' and trustees' meetings and of
preparing, printing and mailing of 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 Investment Manager or any
corporate affiliate of the Investment Manager; all expenses incident to the
payment of any dividend or distribution program; charges and expenses of any
outside service used for pricing of the Fund's shares; charges and expenses
of legal counsel, including counsel to the Trustees of the Fund who are not
interested persons (as defined in the Act) of the Fund or the Investment
Manager, and of independent accountants, in connection with any matter
relating to the Fund; 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
and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation, calculated from the day following
effectiveness hereof, determined by applying the annual rate of [ ] * to
the Fund's average weekly net assets. For the purposes of calculating the
management fee, the liquidation preference of any Preferred Shares issued by
the Fund will not be deducted from the Fund's total assets. Except as
hereinafter set forth, compensation under this Agreement shall be calculated
and accrued weekly and paid monthly by applying the annual rates to the
average weekly net assets of the Fund determined as of the close of the last
business day of each week. At the request of the Investment Manager,
compensation hereunder shall be calculated and accrued at more frequent
intervals in a manner consistent with the calculation of fees on a weekly
basis. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation for
that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above.

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

* See page of the Proxy Statement for a table setting forth the
management fee rate(s) applicable to each Fund.

EX A-2
<PAGE>
7. The Investment Manager will use its best efforts in the supervision
and management of the investment activities of the Fund, but in the absence
of willful misfeasance, bad faith, gross negligence or reckless disregard of
its obligations hereunder, the Investment Manager shall not be liable to the
Fund or any of its investors for any error of judgment or mistake of law or
for any act or omission by the Investment Manager or for any losses sustained
by the Fund or its investors.

8. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing in this Agreement shall limit or restrict the right of
any Trustee, officer or employee of the Investment Manager to engage in any
other business or to devote his time and attention in part to the management
or other aspects of any other business whether of a similar or dissimilar
nature.

9. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class) or by the Trustees of the Fund; provided,
that in either event such continuance is also approved annually by the vote
of a majority of the Trustees of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such party,
which vote must be cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that (a) the Fund may, at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the Investment Manager, either by majority
vote of the Trustees of the Fund or by the vote of a majority of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class); (b) this Agreement shall immediately
terminate in the event of its assignment (to the extent required by the Act
and the rules thereunder) unless such automatic terminations shall be
prevented by an exemptive order of the Securities and Exchange Commission;
and (c) the Investment Manager may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the party at the principal office of such party.

10. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.

11. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.

12. The Declaration of Trust, as amended, establishing [ ], dated
[ ], a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth
of Massachusetts, provides that the name [ ], as amended, refers to
the Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of [ ] shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said
[ ], but the Trust Estate only shall be liable.

EX A-3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.

[ ]

By /s/
..................................

Attest:

/s/
......................................

DEAN WITTER INTERCAPITAL INC.

By /s/
..................................

Attest:

/s/
......................................

EX A-4
<PAGE>
EXHIBIT B

FORM OF NEW INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of the [ ] day of [ ,] 1997 by and between
[ ,] an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Fund"), and Dean
Witter InterCapital Inc., a Delaware corporation (hereinafter called the
"Investment Adviser")

WHEREAS, The Fund is engaged in business as a closed-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and

WHEREAS, The Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act"), and engages
in the business of acting as investment adviser; and

WHEREAS, The Fund desires to retain the Investment Adviser to render
investment advisory services in the manner and on the terms and conditions
hereafter set forth; and

WHEREAS, The Investment Adviser desires to be retained to perform services
on said terms and conditions:

Now, Therefore, this Agreement

W I T N E S S E T H:

that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Adviser agree as follows:

1. The Fund hereby retains the Investment Adviser to act as investment
adviser of the Fund and, subject to the supervision of the Trustees of the
Fund (the "Trustees"), to supervise the investment activities of the Fund as
hereinafter set forth. Without limiting the generality of the foregoing, the
Investment Adviser shall obtain and evaluate such information and advice
relating to the economy, securities and commodities markets and securities
and commodities as it deems necessary or useful to discharge its duties
hereunder; shall continuously manage the assets of the Fund in a manner
consistent with the investment objectives and policies of the Fund; shall
determine the securities and commodities to be purchased, sold or otherwise
disposed of by the Fund and the timing of such purchases, sales and
dispositions; and shall take such further action, including the placing of
purchase and sale orders on behalf of the Fund, as the Investment Adviser
shall deem necessary or appropriate. The Investment Adviser shall also
furnish to or place at the disposal of the Fund such of the information,
evaluations, analyses and opinions formulated or obtained by the Investment
Adviser in the discharge of its duties as the Fund may, from time to time,
reasonably request.

2. The Investment Adviser shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Investment
Adviser shall be deemed to include persons employed or otherwise retained by
the Investment Adviser to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to technical
and scientific developments, and such other information, advice and
assistance as the Investment Adviser may desire. The Investment Adviser
shall, as agent for the Fund, maintain the Fund's records required in
connection with the performance of its obligations under this Agreement and
required to be maintained under the Act. All such records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Adviser shall surrender to the Fund such of the records so requested.

EX B-1
<PAGE>
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Adviser such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Adviser may reasonably require in order to discharge its duties
and obligations hereunder.

4. The Investment Adviser shall bear the cost of rendering the investment
advisory services to be performed by it under this Agreement, and shall, at
its own expense, pay the compensation of its officers and employees, if any,
who are also officers of the Fund.

5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: the charges and expenses of any
registrar, any 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 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; the cost and
expense of engraving or printing certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and 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 preparing, 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 Investment Adviser
or the Fund's administrator or any corporate affiliate of either of them; all
expenses incident to the payment of any dividend or distribution program;
charges and expenses of any outside service used for pricing of the Fund's
shares; charges and expenses of legal counsel, including counsel to the
Trustees of the Fund who are not interested persons (as defined in the Act)
of the Fund or the Investment Adviser or the Fund's administrator, and of
independent accountants, in connection with any matter relating to the Fund;
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 and
liabilities and litigation costs and any indemnification related thereto);
and all other charges and costs of the Fund's operation unless otherwise
explicitly provided herein.

6. For the services to be rendered by the Investment Adviser, the Fund
shall pay to the Investment Adviser monthly compensation determined by
applying the following annual rates to the Fund's average weekly net assets:
[ .]* Except as hereinafter set forth, compensation under
this Agreement shall be calculated and accrued weekly and paid monthly by
applying the annual rate to the average weekly net assets of the Fund
determined as of the close of the last business day of each week. At the
request of the Investment Adviser, compensation hereunder shall be calculated
and accrued at more frequent intervals in a manner consistent with the
calculation of fees on a weekly basis. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day
of a month, compensation for that part of the month this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.

7. The Investment Adviser will use its best efforts in the management of
the investment activities of the Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its

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

* See page of the Proxy Statement for a table setting forth the management
fee rate(s) applicable to each Fund.
EX B-2
<PAGE>
obligations hereunder, the Investment Adviser shall not be liable to the Fund
or any of its investors for any error of judgment or mistake of law or for
any act or omission by the Investment Adviser or for any losses sustained by
the Fund or its investors.

8. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser from acting as
investment adviser or manager for any other person, firm or corporation
(including any other investment company), whether or not the investment
objectives or policies of any such other person, firm or corporation are
similar to those of the Fund, and shall not in any way bind or restrict the
Investment Adviser or any such affiliated person from buying, selling or
trading any securities or commodities for their own accounts or for the
account of others for whom the Investment Adviser or any such affiliated
person may be acting. Nothing in this Agreement shall limit or restrict the
right of any Trustee, officer or employee of the Investment Adviser to engage
in any other business or to devote his or her time and attention in part to
the management or other aspects of any other business whether of a similar or
dissimilar nature.

9. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund or by the Board of Trustees of the
Fund; provided that in either event such continuance is also approved
annually by the vote of a majority of the Trustees of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the Act) of
any such party, which vote must be cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that: (a) the Fund
may, at any time and without the payment of any penalty, terminate this
Agreement upon thirty days' written notice to the Investment Adviser, either
by majority vote of the Trustees of the Fund or by the vote of a majority of
the outstanding voting securities of the Fund; (b) this Agreement shall
immediately terminate in the event of its assignment (to the extent required
by the Act and the rules thereunder) unless such automatic terminations shall
be prevented by an exemptive order of the Securities and Exchange Commission;
and (c) the Investment Adviser may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.

11. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflicts with the applicable provisions of the Act, the Advisers Act or any
rules, regulations or orders of the Securities and Exchange Commission, the
latter shall control.

12. The Declaration of Trust establishing [ ,] dated [ ,]
a copy of which, together with all amendments thereto (the "Declaration"), is
on file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name [ ] refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no
Trustee, shareholder, officer, employee or agent of [ ] shall be held to
any personal liability, nor shall resort be had to their private property for
the satisfaction of any obligation or claim or otherwise, in connection with
the affairs of said [ ,] but the Trust Estate only shall be liable.

EX B-3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.

[ ]

By: /s/
..................................

Attest:
/s/
.......................................

DEAN WITTER INTERCAPITAL INC.
By: /s/
..................................

Attest:
/s/
.......................................

EX B-4
<PAGE>
APPENDIX A

TRUSTEE COMPENSATION AS TO EACH FUND

FUNDS WHICH HAVE PAID COMPENSATION TO INDEPENDENT
TRUSTEES FOR AT LEAST ONE FISCAL YEAR

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

INTERCAPITAL INSURED MUNICIPAL TRUST

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 3,886 10 50.0 2,184
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder .......... 1,750 686 8 41.7 708
</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 contained in the text of the Proxy Statement.

INTERCAPITAL INSURED MUNICIPAL BOND TRUST

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 4,120 10 50.0 2,296
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder .......... 1,750 686 8 41.7 708
</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 contained in the text of the Proxy Statement.

A-1
<PAGE>
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,750 $ 393 10 50.0% $ 950
Edwin J. Garn .............. 1,800 664 10 50.0 950
John R. Haire .............. 3,850 3,008 10 50.0 1,735
Dr. Manuel H. Johnson ..... 1,750 265 10 50.0 950
Michael E. Nugent .......... 1,750 499 10 50.0 950
John L. Schroeder .......... 1,750 763 8 41.7 792
</TABLE>

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

INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 2,904 10 50.0 1,715
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder .......... 1,750 686 8 41.7 708
</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 contained in the text of the Proxy Statement.

A-2
<PAGE>
INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 3,419 10 50.0 1,961
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder .......... 1,750 686 8 41.7 708
</TABLE>

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

INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,750 $ 357 10 50.0% $ 850
Edwin J. Garn .............. 1,800 595 10 50.0 850
John R. Haire .............. 3,850 4,120 10 50.0 2,296
Dr. Manuel H. Johnson ..... 1,750 240 10 50.0 850
Michael E. Nugent .......... 1,750 450 10 50.0 850
John L. Schroeder .......... 1,750 686 8 41.7 708
</TABLE>

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

(1)Based on current levels of compensation. Amount of annual benefits also
varies dependingon the Trustee's elections described in the discussion
of the retirement program contained in the text of the Proxy Statement.

A-3
<PAGE>
MUNICIPAL PREMIUM INCOME TRUST

<TABLE>
<CAPTION>
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)
- --------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $1,750 $ 406 10 50.0% $ 850
Edwin J. Garn .............. 1,800 605 10 50.0 850
John R. Haire .............. 4,275 2,006 10 50.0 2,315
Dr. Manuel H. Johnson ..... 1,750 248 10 50.0 850
Michael E. Nugent .......... 1,700 431 10 50.0 850
John L. Schroeder .......... 1,750 790 8 41.7 708
</TABLE>

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

FUND COMPLEX COMPENSATION

The following table illustrates the compensation paid to the Independent
Trustees of the Funds for the calendar year ended December 31, 1996 for
services to the 82 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, 1996. As noted in the text of the Proxy Statement, 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.

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
COMMITTEE OF
FOR SERVICE INDEPENDENT TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ TOTAL CASH COMPENSATION
TRUSTEE AND TRUSTEE AND TRUSTEES AND COMPENSATION FOR SERVICES TO
COMMITTEE COMMITTEE AUDIT FOR SERVICES TO 82 DEAN WITTER
MEMBER OF 82 MEMBER COMMITTEES 82 DEAN WITTER FUNDS AND 14
DEAN WITTER OF 14 TCW/DW OF 82 DEAN FUNDS AND 14 TCW/DW
NAME OF INDEPENDENT TRUSTEES FUNDS FUNDS WITTER FUNDS TCW/DW FUNDS FUNDS
- ---------------------------- -------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael Bozic ............... $138,850 -- -- -- $138,850
Edwin J. Garn ............... 140,900 -- -- -- 140,900
John R. Haire ............... 106,400 $64,283 $195,450 $12,187 378,320
Dr. Manuel H. Johnson ....... 137,100 66,483 -- -- 203,583
Michael E. Nugent ........... 138,850 64,283 -- -- 203,133
John L. Schroeder ........... 137,150 69,083 -- -- 206,233
</TABLE>

A-4
<PAGE>
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) for the year ended December
31, 1996, and the estimated retirement benefits for the Independent Trustees,
to commence upon their retirement, from the 57 Dean Witter Funds as of
December 31, 1996.

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(2)
- ---------------------------- --------------- -------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Michael Bozic ............... 10 50.0% $20,147 $ 51,325
Edwin J. Garn ............... 10 50.0 27,772 51,325
John R. Haire ............... 10 50.0 46,952 129,550
Dr. Manuel H. Johnson ....... 10 50.0 10,926 51,325
Michael E. Nugent ........... 10 50.0 19,217 51,325
John L. Schroeder ........... 8 41.7 38,700 42,771
</TABLE>

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

(2) 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 contained in the text of the Proxy Statement.

A-5
<PAGE>
APPENDIX B

InterCapital serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart
showing the net assets of each such investment company as of March 12, 1997
and the investment management or advisory fee rate(s) applicable to such
investment company.

<TABLE>
<CAPTION>
CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF 03/12/97 ADVISORY FEE RATE(S)
------------------ ----------------------------------
<S> <C> <C>
1.DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* ....... $ 0.55% on assets up to $500
million, scaled down at various
asset levels to 0.45% on assets
over $1.25 billion
2.DEAN WITTER LIMITED TERM MUNICIPAL TRUST* .......... 0.50%
3.DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* .... 0.35%
4.DEAN WITTER NATIONAL MUNICIPAL TRUST* ............... 0.35% (1)
5.DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ......... 0.55% on assets up to $500 million
and 0.525% on assets over $500
million
6.DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ............ 0.50% on assets up to $500
million, scaled down at various
asset levels to 0.325% on assets
over $1.25 billion
7.INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME
TRUST** ............................................. 0.35%
8.INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ........................................ 0.35%
9.INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** ........................................ 0.35%
10.INTERCAPITAL INSURED MUNICIPAL BOND TRUST** ....... 0.35%
11.INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** ..... 0.35%
12.INTERCAPITAL INSURED MUNICIPAL SECURITIES** ....... 0.35%
13.INTERCAPITAL INSURED MUNICIPAL TRUST** ............. 0.35%
14.INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** ....................................... 0.35%
15.INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** ..... 0.35%
16.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST** . 0.35%
17.INTERCAPITAL QUALITY MUNICIPAL SECURITIES** ....... 0.35%
18.MUNICIPAL INCOME TRUST** ........................... 0.35% on assets up to $250 million
and 0.25% on assets over $250
million
19.MUNICIPAL INCOME TRUST II** ........................ 0.40% on assets up to $250 million
and 0.30% on assets over $250
million

B-1
<PAGE>
CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF 03/12/97 ADVISORY FEE RATE(S)
------------------ ----------------------------------
20.MUNICIPAL INCOME TRUST III** ....................... $ 0.40% on assets up to $250 million
and 0.30% on assets over $250
million
21.MUNICIPAL INCOME OPPORTUNITIES TRUST** ............. 0.50%
22.MUNICIPAL INCOME OPPORTUNITIES TRUST II** ......... 0.50%
23.MUNICIPAL INCOME OPPORTUNITIES TRUST III** ........ 0.50%
24.MUNICIPAL PREMIUM INCOME TRUST** ................... 0.40%
25.DEAN WITTER SELECT MUNICIPAL REINVESTMENT FUND*** . 0.50%
26.DEAN WITTER HAWAII MUNICIPAL TRUST* ................ 0.35% (2)
<FN>
- ------------

* 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, until June 30, 1997, to assume all
operating expenses (except for any 12b-1 and brokerage fees) of Dean
Witter National Municipal Trust and to waive the compensation provided
for in its investment management agreement with that company to the
extent that such expenses and compensation on an annualized basis
exceed 0.50% of the average daily net assets of that company.

(2) InterCapital has undertaken, until June 30, 1997, 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>

B-2

<PAGE>

MUNICIPAL PREMIUM INCOME TRUST

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 Special Meeting of Shareholders of
Municipal Premium Income Trust on May 1, 1997, at 11:00 a.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated , 1997 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
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]

If you wish to withhold authority
for any particular nominee, mark the
"For All Except" Box and strike a
line through the nominee's name.

FOR AGAINST ABSTAIN
2. Approval of New Investment Advisory [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

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 DETACH AT PERFORATION

MUNICIPAL PREMIUM INCOME TRUST

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.

<PAGE>
MUNICIPAL PREMIUM INCOME TRUST

SPECIAL MEETING OF SHAREHOLDERS--MAY 1, 1997

PROXY

The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
BARRY FINK, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
MUNICIPAL PREMIUM INCOME TRUST on May 1, 1997 at 11:00 A.M., New York City
time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated March , 1997 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND
FOR THE PROPOSAL.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ENCLOSED ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE
COUNTED.

(Continued, and to be dated and signed on reverse side.)

<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary nominees listed
below) below)

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

- -----------------------------------------------------------------------------
2. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
097

and in their discretion in the transaction of any other business which may
properly come before the meeting.

Please sign personally. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only
authorized officers should sign for
corporations.
Dated
----------------------------------

---------------------------------------
Signature

<PAGE>

INTERCAPITAL INSURED MUNICIPAL TRUST

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 Special Meeting of Shareholders of
InterCapital Insured Municipal Trust on May 1, 1997, at 11:00 a.m., New York
City time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated , 1997 as follows:

(Continued on reverse side)

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
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]

If you wish to withhold authority
for any particular nominee, mark the
"For All Except" Box and strike a line
through the nominee's name.

FOR AGAINST ABSTAIN
2. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

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 DETACH AT PERFORATION

INTERCAPITAL INSURED MUNICIPAL TRUST

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.

<PAGE>
INTERCAPITAL INSURED MUNICIPAL TRUST

SPECIAL MEETING OF SHAREHOLDERS--MAY 1, 1997

PROXY

The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
BARRY FINK, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
INTERCAPITAL INSURED MUNICIPAL TRUST on May 1, 1997 at 11:00 A.M., New York
City time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated March , 1997 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND
FOR THE PROPOSAL.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE COUNTED.

(Continued, and to be dated and signed on reverse side.)

<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary nominees listed
below) below)

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

- -----------------------------------------------------------------------------
2. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
094

and in their discretion in the transaction of any other business which may
properly come before the meeting.

---------------------------------------
Signature

<PAGE>

INTERCAPITAL INSURED MUNICIPAL INCOME TRUST

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 Special Meeting of Shareholders of
InterCapital Insured Municipal Income Trust on May 1, 1997, at 11:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated , 1997 as follows:

(Continued on reverse side)

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
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]

If you wish to withhold authority
for any particular nominee, mark the
"For All Except" Box and strike a line
through the nominee's name.

FOR AGAINST ABSTAIN
2. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

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 DETACH AT PERFORATION

INTERCAPITAL INSURED MUNICIPAL INCOME TRUST

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.

<PAGE>
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST

SPECIAL MEETING OF SHAREHOLDERS--MAY 1, 1997

PROXY

The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
BARRY FINK, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
INTERCAPITAL INSURED MUNICIPAL INCOME TRUST on May 1, 1997 at 11:00 A.M., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated March , 1997 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND FOR
THE PROPOSAL.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE COUNTED.

(Continued, and to be dated and signed on reverse side.)

<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary nominees listed
below) below)

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

- -----------------------------------------------------------------------------
2. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
110

and in their discretion in the transaction of any other business which may
properly come before the meeting.

---------------------------------------
Signature

<PAGE>

INTERCAPITAL INSURED MUNICIPAL BOND TRUST

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 Special Meeting of Shareholders of
InterCapital Insured Municipal Bond Trust on May 1, 1997, at 11:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated , 1997 as follows:

(Continued on reverse side)

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
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]

If you wish to withhold authority
for any particular nominee, mark the
"For All Except" Box and strike a line
through the nominee's name.

FOR AGAINST ABSTAIN
2. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

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 DETACH AT PERFORATION

INTERCAPITAL INSURED MUNICIPAL BOND TRUST

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.

<PAGE>
INTERCAPITAL INSURED MUNICIPAL BOND TRUST

SPECIAL MEETING OF SHAREHOLDERS--MAY 1, 1997

PROXY

The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
BARRY FINK, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
INTERCAPITAL INSURED MUNICIPAL BOND TRUST on May 1, 1997 at 11:00 A.M., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated March 1, 1997 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND FOR
THE PROPOSAL.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE COUNTED.

(Continued, and to be dated and signed on reverse side.)

<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary nominees listed
below) below)

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

- -----------------------------------------------------------------------------
2. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
092

and in their discretion in the transaction of any other business which may
properly come before the meeting.

---------------------------------------
Signature

<PAGE>

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

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 Special Meeting of Shareholders of
InterCapital Quality Municipal Income Trust on May 1, 1997, at 11:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting date , 1997 as follows:

(Continued on reverse side)

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
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]

If you wish to withhold authority
for any particular nominee, mark the
"For All Except" Box and strike a
line through the nominee's name.

FOR AGAINST ABSTAIN
2. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

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 DETACH AT PERFORATION

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

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.

<PAGE>
INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

SPECIAL MEETING OF SHAREHOLDERS--MAY 1, 1997

PROXY

The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
BARRY FINK, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST on May 1, 1997 at 11:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated March , 1997 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR TRUSTEE AND
FOR THE PROPOSAL.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE COUNTED.

(Continued, and to be dated and signed on reverse side.)

<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary nominees listed
below) below)

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

- -----------------------------------------------------------------------------
2. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
099

and in their discretion in the transaction of any other business which may
properly come before the meeting.

---------------------------------------
Signature

<PAGE>

INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST

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 Special Meeting of Shareholders of
InterCapital Quality Municipal Investment Trust on May 1, 1997, at 11:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated , 1997 as follows:

(Continued on reverse side)

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
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]

If you wish to withhold authority for
any particular nominee, mark the "For All
Except" Box and strike a line through the
nominee's name.

FOR AGAINST ABSTAIN
2. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

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 DETACH AT PERFORATION

INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST

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.

<PAGE>
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST

SPECIAL MEETING OF SHAREHOLDERS--MAY 1, 1997

PROXY

The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
BARRY FINK, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST on May 1, 1997 at 11:00 A.M.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated March , 1997 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND FOR
THE PROPOSAL.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE COUNTED.

(Continued, and to be dated and signed on reverse side.)

<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary nominees listed
below) below)

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

- -----------------------------------------------------------------------------
2. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
093

and in their discretion in the transaction of any other business which may
properly come before the meeting.

---------------------------------------
Signature

<PAGE>

INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST

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 Special Meeting of Shareholders of
InterCapital California Insured Municipal Income Trust on May 1, 1997, at
11:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated , 1997 as follows:

(Continued on reverse side)

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
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]

If you wish to withhold authority for
any particular nominee, mark the "For All
Except" Box and strike a line through the
nominee's name.

FOR AGAINST ABSTAIN
2. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

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 DETACH AT PERFORATION

INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST

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.

<PAGE>
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST

SPECIAL MEETING OF SHAREHOLDERS--MAY 1, 1997

PROXY

The undersigned hereby appoints ROBERT M. SCANLAN, JOSEPH J. MCALINDEN,
BARRY FINK, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST on May 1, 1997 at
11:00 A.M., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated March , 1997 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND FOR
THE PROPOSAL.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE COUNTED.

(Continued, and to be dated and signed on reverse side.)

<PAGE>
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked (to vote for all
to the contrary nominees listed
below) below)

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

- -----------------------------------------------------------------------------
2. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]
120

and in their discretion in the transaction of any other business which may
properly come before the meeting.

---------------------------------------
Signature