INTERCAPITAL INCOME SECURITIES INC, DEFS14A, 1997-03-21

INTERCAPITAL INCOME SECURITIES INC
DEFS14A, 1997-03-21

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

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

Check the appropriate box:

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

....Dean Witter Government Income Trust. . . . . . . . . . . .
High Income Advantage Trust
High Income Advantage Trust II
InterCapital Income Securities Inc.
Municipal Income Trust
Municipal Income Opportunities Trust
Municipal Income Opportunities Trust III
(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:

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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:

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

4) Proposed maximum aggregate value of transaction:

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5) Fee previously paid:

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[ ] Check box if any part of the fee is offset as provided by
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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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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DEAN WITTER GOVERNMENT INCOME TRUST
HIGH INCOME ADVANTAGE TRUST
HIGH INCOME ADVANTAGE TRUST II
INTERCAPITAL INCOME SECURITIES INC.
MUNICIPAL INCOME TRUST
MUNICIPAL INCOME OPPORTUNITIES TRUST
MUNICIPAL INCOME OPPORTUNITIES TRUST III

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD MAY 20, 1997

Special Meetings of Shareholders ("Meeting(s)") of DEAN WITTER GOVERNMENT
INCOME TRUST, HIGH INCOME ADVANTAGE TRUST, HIGH INCOME ADVANTAGE TRUST II,
INTERCAPITAL INCOME SECURITIES INC., MUNICIPAL INCOME TRUST, MUNICIPAL INCOME
OPPORTUNITIES TRUST and MUNICIPAL INCOME OPPORTUNITIES TRUST III
(individually, a "Fund" and, collectively, the "Funds"), six unincorporated
business trusts organized under the laws of the Commonwealth of Massachusetts
and one corporation organized under the laws of Maryland, will be held
jointly in the Career Development Room, 61st Floor, 2 World Trade Center, New
York, New York 10048, on May 20, 1997 at 11:00 a.m., New York City time, for
the following purposes:

1. For each Fund, to elect one (1) Trustee/Director to serve until the
expiration of his indicated respective terms or until his successor shall
have been elected and qualified;

2. For each Fund, to approve or disapprove a new Investment Management
Agreement or Investment Advisory Agreement between the Fund 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 Fund 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 Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies
will vote in favor of such adjournment those proxies which they are entitled
to vote in favor of Proposal 2 with respect to each Fund and will vote
against any such adjournment those proxies to be voted against that proposal.

BARRY FINK
Secretary

March 19, 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/DIRECTORS OF EACH FUND RECOMMENDS THAT YOU CAST YOUR
VOTE:

-- FOR the election of the Trustee/Director nominated for election.

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

YOUR VOTE IS IMPORTANT

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

SPECIAL MEETINGS OF SHAREHOLDERS
MAY 20, 1997

This statement is furnished in connection with the solicitation of proxies
by the Boards of Trustees/ Directors (the "Board(s)") of DEAN WITTER
GOVERNMENT INCOME TRUST ("DWGIT"), HIGH INCOME ADVANTAGE TRUST ("HIAT"), HIGH
INCOME ADVANTAGE TRUST II ("HIAT II"), INTERCAPITAL INCOME SECURITIES INC.
("ICIS"), MUNICIPAL INCOME TRUST ("MIT"), MUNICIPAL INCOME OPPORTUNITIES
TRUST ("MIOT") and MUNICIPAL INCOME OPPORTUNITIES TRUST III ("MIOT III")
(individually, a "Fund" and, collectively, the "Funds") for use at the
Special Meetings of Shareholders of the Funds to be held jointly on May 20,
1997 (the "Meeting(s)"), and at any adjournments thereof. The first mailing
of this Proxy Statement is expected to be made on or about March 19, 1997.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the
shares/stock ("shares") represented by the proxy in accordance with the
instructions marked thereon. Unmarked proxies will be voted for the nominee
for election as Trustee/Director 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 Funds, execution and delivery of a later
dated proxy to the Secretary of the Funds (if returned and received in time
to be voted), or attendance and voting at the 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 Fund 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, are entitled
to one vote for each share held and a fractional vote for a fractional share.
On March 12, 1997, there were 46,670,500 shares of beneficial interest of
DWGIT, 30,017,252 shares of beneficial interest of HIAT, 35,611,307 shares of
beneficial interest of HIAT II, 12,009,018 shares of common stock of ICIS,
30,538,750 shares of beneficial interest of MIT, 21,089,872 shares of
beneficial interest of MIOT, and 10,573,906 shares of beneficial interest of
MIOT III outstanding, all with $0.01 par value. No person was known to own as
much as 5% of the outstanding shares of any of the Funds on that date. The
percentage ownership of shares of each Fund changes from time to time
depending on purchases and sales by Shareholders and the total number of
shares outstanding.

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The cost of soliciting proxies for these Special Meetings of Shareholders,
consisting principally of printing and mailing expenses and which is expected
to be approximately $105,000, will be allocated as follows: 90% of the cost
will be borne by Dean Witter, Discover & Co. ("DWDC") and 10% of the cost
will be borne by the Funds. The total cost of soliciting proxies borne by
each Fund is estimated to be approximately as follows: DWGIT--$2,000,
HIAT--$1,350, HIAT II--$1,950, ICIS--$1,600, MIT--$1,600, MIOT--$1,150 and
MIOT III--$850. The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through
Trustees/Directors, officers of the Funds, or officers and regular employees
of 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 $5,000 for each Fund and will be borne by
DWDC.

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
Funds have been advised by counsel that these procedures are consistent with
the requirements of applicable law. Shareholders voting by telephone will be
asked for their social security number or other identifying information and
will be given an opportunity to authorize proxies to vote their shares in
accordance with their instructions. To ensure that the Shareholders'
instructions have been recorded correctly they will receive a confirmation of
their instructions in the mail. A special toll-free number will be available
in case the information contained in the confirmation is incorrect. Although
a Shareholder's vote may be taken by telephone, each Shareholder will receive
a copy of this Proxy Statement and may vote by mail using the enclosed proxy
card. With respect to the solicitation of a telephonic vote by William F.
Doring & Co., additional expenses would include $7.00 per telephone vote
transacted, $3.00 per outbound telephone contact and costs relating to
obtaining Shareholders' telephone numbers which would be borne by DWDC.

(1) ELECTION OF TRUSTEE/DIRECTOR FOR EACH FUND

The number of Trustees/Directors of each Fund has been fixed by the
Trustees/Directors, pursuant to each Fund's Declaration of Trust or Articles
of Incorporation, at nine. There are presently eight Trustees/Directors for
each Fund. At the Meetings, one nominee is to be elected to each Fund's Board
of Trustees/Directors. Mr. Wayne E. Hedien has been nominated by the Board of
each Fund for election as Trustee/Director for the first time and is standing
for election at the Meetings to serve for the following terms, in accordance
with each Fund's Declaration of Trust or Articles of Incorporation as set
forth below:

<TABLE>
<CAPTION>
<S> <C>
Mr. Wayne E. Hedien
-----------------------------
DWGIT until 1997 Annual Meeting
HIAT until 1999 Annual Meeting
HIAT II until 1997 Annual Meeting
ICIS until 1997 Annual Meeting
MIT until 1999 Annual Meeting
MIOT until 1997 Annual Meeting
MIOT III until 1999 Annual Meeting
</TABLE>

Six of the current eight Trustees/Directors (Michael Bozic, Edwin J. Garn,
John R. Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder)
are "Independent Trustees" or "Independent Directors,"

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that is, Trustees or Directors who are not "interested persons" of the Funds,
as that term is defined in the Investment Company Act of 1940, as amended
(the "1940 Act"). Mr. Hedien, who has been nominated for election at the
Meetings, if elected, also will be an Independent Trustee or Director. The
other two current Trustees/Directors, Charles A. Fiumefreddo and Philip J.
Purcell are "interested persons" (as that term is defined in the 1940 Act) of
the Funds and InterCapital and thus, are not Independent Trustees or
Independent Directors. The nominee for election as Trustee/Director has been
proposed by the Independent Trustees or Independent Directors now serving.
All of the members of the Boards currently serving have been elected
previously by the Shareholders of the Funds.

The nominee of the Board of Trustees/Directors for election as
Trustee/Director is listed below. It is the intention of the persons named in
the enclosed form of proxy, unless instructed by proxy to withhold authority
to vote for the nominee, to vote all validly executed proxies for the
election of the nominee, Wayne E. Hedien. Should the nominee become unable or
unwilling to accept nomination or election, the persons named in the proxy
will exercise their voting power in favor of such person as the Boards may
recommend or, in the case of an Independent Trustee/Director nominee, as the
Independent Trustees/Directors of each Fund may recommend. The nominee has
consented to being named in this Proxy Statement and to serve if elected (if
elected, Mr. Hedien's term will commence September 1, 1997). The Funds know
of no reason why the said nominee would be unable or unwilling to accept
nomination or election. With respect to each Fund, the election of the
Trustee/Director requires the approval of a majority of the shares of the
Fund represented and entitled to vote at the Meeting.

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

The Boards of DWGIT, HIAT, HIAT II, MIT, MIOT and MIOT III 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. Hedien, Johnson and Schroeder; and Class III--Messrs. Garn,
Haire, Nugent and Purcell. Any nominee will, if elected, serve a term of up
to approximately three years running for the period assigned to that class
and terminating at the date of the Annual Meeting of Shareholders so
designated by the Boards, or any adjournments thereof. In accordance with the
above, Mr. Wayne E. Hedien, the nominee for Trustee will, if elected, serve
until the Annual Meetings for each Fund as set forth above, or until his
successor shall have been elected and qualified. As a consequence of this
method of election, the replacement of a majority of each of the Boards could
be delayed for up to two years.

Pursuant to the provisions of the Articles of Incorporation of ICIS, the
terms of office of each Director will expire each year. Therefore, Mr. Wayne
E. Hedien will serve until the 1997 Annual Meeting of ICIS, or until his
successor shall have been elected and qualified.

The following information regarding the nominee for election as
Trustee/Director, and each of the other members of the Boards, includes his
principal occupations and employment for at least the last five years, his
age, shares of each Fund owned, if any, as of March 12, 1997 (shown in
parentheses), positions with the Funds, and directorships or trusteeships in
companies which file periodic reports with the Securities and Exchange
Commission, including the 84 investment companies, including the Funds, for
which InterCapital serves as investment manager or investment adviser
(referred to herein as the "Dean Witter Funds") and the 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").

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The nominee for Trustee/Director to be elected at the Meetings is:

WAYNE E. HEDIEN, age 63; Retired; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated with the Allstate Companies (1966-1994), most
recently as Chairman of The Allstate Corporation (March 1993-December 1994)
and Chairman and Chief Executive Officer of its wholly-owned subsidiary,
Allstate Insurance Company (July 1989-December 1994); director of various
other business and charitable organizations.

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

MICHAEL BOZIC, Trustee/Director of each Fund 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/Director 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. (health
insurance); Member of the board of various civic and charitable
organizations.

JOHN R. HAIRE*, 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).

MANUEL H. JOHNSON, Trustee/Director 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).

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

* Trustee of DWGIT since January, 1988; of HIAT since July, 1987; of HIAT II
since August, 1988; of MIT since January, 1988; of MIOT since January, 1988;
of MIOT III since March, 1990; Director of ICIS since January, 1983.

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MICHAEL E. NUGENT, Trustee/Director 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/Director of each Fund since April, 1994; age
53; (MIT--4,416 shares); 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/Director of each Fund 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 Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Robert S.
Giambrone, Vice President; Joseph J. McAlinden, Vice President and Thomas F.
Caloia, Treasurer; and with respect to the individual Funds, the other
executive officers are as follows: DWGIT--Rajesh Gupta, Vice President; Peter
M. Avelar, Vice President; Jonathan R. Page, Vice President; James F.
Willison, Vice President; HIAT and HIAT II--Peter M. Avelar, Vice President;
Jonathan R. Page, Vice President; James F. Willison, Vice President;
ICIS--Rochelle G. Siegel, Vice President; Peter Avelar, Vice President; Kevin
Hurley, Vice President; Jonathan R. Page, Vice President; James F. Willison,
Vice President; MIT, MIOT and MIOT III--James F. Willison, Vice President;
Peter Avelar, Vice President; Jonathan Page, Vice President; Joseph R.
Arcieri, Vice President; Gerard J. Lian, Vice President; Katherine Stromberg,
Vice President. In addition, Frank Bruttomesso, Marilyn K. Cranney, LouAnne
D. McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries of
each Fund.

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 54 years old and is currently Executive Vice President
of InterCapital (since April, 1996) 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 51 years old and
is currently First Vice President and Assistant Treasurer of InterCapital and
DWSC. Mr. Gupta is 36 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 President of InterCapital. Ms. Siegel is 48 years old and is currently
Senior Vice President of InterCapital. Mr. Hurley is 52 years old and is
currently Senior Vice President of InterCapital (since February, 1995). He
was formerly a Managing Director at Ark Asset Management. Mr. Willison is 53
years old and is currently Senior Vice President of InterCapital. Mr. Arcieri
is 48 years old and is currently Vice President of InterCapital. Mr. Lian is
42 years old and is currently Vice President of InterCapital. Ms. Stromberg
is 48 years old and is

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<PAGE>

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. Hurley, 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/DIRECTORS, THE INDEPENDENT TRUSTEES/DIRECTORS, AND THE
COMMITTEES

The Board currently consists of eight (8) Trustees/Directors. 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 $84.2 billion and more than six million shareholders.

Six Trustees and the new nominee (77% of the total number) have no
affiliation or business connection with InterCapital or any of its affiliated
persons. 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/Directors of each Fund 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.

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.

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<PAGE>
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>
Dean Witter Government Income Trust ..... 9/30/96 6 10 3 3
High Income Advantage Trust............... 9/30/96 6 10 3 3
High Income Advantage Trust II............ 7/31/96 6 10 3 4
InterCapital Income Securities Inc. ..... 9/30/96 6 10 3 3
Municipal Income Trust ................... 8/31/96 4 10 1 3
Municipal Income Opportunities Trust .... 5/31/96 4 9 3 5
Municipal Income Opportunities Trust III 3/31/96 4 9 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 the Investment 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/Directors have adopted a policy pursuant to which each
Trustee/Director and/or his or her spouse is required to invest at least
$25,000 in any of the Funds in the Dean Witter Funds complex (and, if
applicable, in the TCW/DW Funds complex) on whose boards the Trustee/Director
serves. In addition, the policy contemplates that the Trustees/Directors
will, over time, increase their aggregate investment in the Funds above the
$25,000 minimum requirement. The Trustees/Directors may allocate their
investments among specific Funds in any manner they determine is appropriate
based on their individual investment objectives. As of the date of this Proxy
Statement, each Trustee/Director is in compliance with the policy. Any future
Trustee/Director will be given a one year period following his or her
election within which to comply with the foregoing. As of December 31, 1996,
the total value of the investments by the Trustees/Directors 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 Fund owned by the Fund's officers and Trustees/Directors as a group
was less than 1 percent of each Fund's outstanding shares.

COMPENSATION OF INDEPENDENT TRUSTEES/DIRECTORS

Each Fund pays each Independent Trustee/Director an annual fee of $1,000
plus a per meeting fee of $50 for meetings of the Board of Trustees/Directors
or committees of the Board attended by the Trustee/Director (each Fund pays
the Chairman of the Audit Committee an annual fee of $750 and pays the
Chairman of the Committee of the Independent Trustees/Directors an additional
annual fee of $1,200). Each Fund also reimburses such Trustees/Directors for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees/Directors and officers of the Fund who are
or have been employed by the Investment Manager or an affiliated company
receive no compensation or expense reimbursement from the Fund.

As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including each of the Funds represented in this Proxy Statement, have adopted
a retirement program under which an Independent Trustee/Director who retires
after serving for at least five years (or such lesser period as may be
determined by the Board) as an Independent Director or Trustee of any Dean
Witter Fund that has adopted the retirement program (each such Fund referred
to as an "Adopting Fund" and each such Trustee/Director referred to as an
"Eligible Trustee/Director") is entitled to retirement payments upon reaching
the eligible retirement age (normally, after attaining age 72). Annual
payments are based upon length of service. Currently, upon retirement, each
Eligible Trustee/Director is entitled to receive from the Fund, commencing as
of his or her retirement date and continuing for the remainder of his or her
life, an annual retirement benefit (the "Regular Benefit") equal to 25.0% of
his or her Eligible Compensation plus 0.4166666% of such Eligible
Compensation

10
<PAGE>

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 total compensation earned by such
Eligible Trustee/Director for service to the Fund in the five year period
prior to the date of the Eligible Trustee's/Director's retirement. An
Eligible Trustee/Director may elect alternate payments of his or her
retirement benefits based upon the combined life expectancy of such Eligible
Trustee/Director and his or her spouse on the date of such Eligible
Trustee's/Director's retirement. The amount estimated to be payable under
this method, through the remainder of the later of the lives of such Eligible
Trustee/Director and spouse, will be the actuarial equivalent of the Regular
Benefit. In addition, the Eligible Trustee/Director may elect that the
surviving spouse's periodic payment of benefits will be equal to either 50%
or 100% of the previous periodic amount, an election that, respectively,
increases or decreases the previous periodic amount so that the resulting
payments will be the actuarial equivalent of the Regular Benefit. Benefits
under the retirement program are not secured or funded by the Funds.

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

DEAN WITTER GOVERNMENT INCOME TRUST

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
-------------------------------- ----------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
NAME OF INDEPENDENT COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- - ---------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.......... $1,750 $399 10 50.0% $ 950
Edwin J. Garn ......... 1,850 589 10 50.0 950
John R. Haire ......... 3,850 708 10 50.0 2,335
Dr. Manuel H. Johnson 1,800 244 10 50.0 950
Michael E. Nugent .... 1,750 422 10 50.0 950
John L. Schroeder...... 1,800 776 8 41.7 792
</TABLE>

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

HIGH INCOME ADVANTAGE 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 $399 10 50.0% $ 950
Edwin J. Garn .............. 1,850 589 10 50.0 950
John R. Haire .............. 3,850 708 10 50.0 2,335
Dr. Manuel H. Johnson ..... 1,800 244 10 50.0 950
Michael E. Nugent .......... 1,750 422 10 50.0 950
John L. Schroeder........... 1,800 776 8 41.7 792
</TABLE>

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

11
<PAGE>

HIGH INCOME ADVANTAGE TRUST II

<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 $ 412 10 50.0% $ 950
Edwin J. Garn .............. 1,850 612 10 50.0 950
John R. Haire .............. 3,963 1,360 10 50.0 2,335
Dr. Manuel H. Johnson ..... 1,800 252 10 50.0 950
Michael E. Nugent .......... 1,700 438 10 50.0 950
John L. Schroeder........... 1,800 802 8 41.7 792
</TABLE>

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

INTERCAPITAL INCOME SECURITIES INC.

<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 DIRECTOR FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- - ---------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic................ $1,750 $399 10 50.0% $ 950
Edwin J. Garn ............... 1,850 589 10 50.0 950
John R. Haire ............... 3,850 708 10 50.0 2,335
Dr. Manuel H. Johnson ....... 1,800 244 10 50.0 950
Michael E. Nugent ........... 1,750 422 10 50.0 950
John L. Schroeder............ 1,800 776 8 41.7 792
</TABLE>

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

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 $377 10 50.0% $ 850
Edwin J. Garn .............. 1,800 548 10 50.0 850
John R. Haire .............. 3,913 961 10 50.0 2,296
Dr. Manuel H. Johnson ..... 1,750 229 10 50.0 850
Michael E. Nugent .......... 1,750 391 10 50.0 850
John L. Schroeder........... 1,750 728 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 above.

12
<PAGE>

MUNICIPAL INCOME OPPORTUNITIES 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>

- - ------------
(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 above.

MUNICIPAL INCOME OPPORTUNITIES TRUST III

<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............... $1,600 $ 425 10 50.0% $ 850
Edwin J. Garn .............. 1,600 642 10 50.0 850
John R. Haire .............. 4,525 2,649 10 50.0 2,315
Dr. Manuel H. Johnson ..... 1,600 262 10 50.0 850
Michael E. Nugent .......... 1,600 458 10 50.0 850
John L. Schroeder........... 1,550 831 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 above.

13
<PAGE>

The following table illustrates the compensation paid to the Independent
Trustees/Directors 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. 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>

The following table illustrates the retirement benefits accrued to the
Independent Trustees/Directors 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(1)
- - ---------------------------- --------------- -------------- ------------------- ---------------
<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>

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

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

14
<PAGE>
(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 Fund pursuant to an investment management agreement or investment
advisory agreement entered into by each Fund 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 Funds. InterCapital is a wholly-owned subsidiary of DWDC. The
approval of a new investment management agreement or investment advisory
agreement between each Fund 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, provide a wide range of financial services on a global basis.
Their principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring, real estate, project finance and
other corporate finance advisory activities; merchant banking and other
principal investment activities; stock brokerage and research services; asset
management; the trading of foreign exchange and commodities on a broad range
of asset categories, rates and indices; 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 converted into the right to receive 1.65 shares of DWDC common stock
and each issued and outstanding share of DWDC common stock will remain
outstanding and will thereafter represent one share of Morgan Stanley, Dean
Witter, Discover & Co. 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 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 J. 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 expected to be completed in mid-1997 and is subject to
certain closing conditions, including certain regulatory approvals and the
approval of shareholders of both DWDC and Morgan Stanley.

15
<PAGE>
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 Fund after the Merger, the Board of each Fund met
in person for the purpose of considering whether it would be in the best
interests of each Fund and its Shareholders to enter into a New Agreement
between each Fund 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 Fund, including each of the
Independent Trustees/Directors, unanimously approved the New Agreements and
recommended their respective approval by Shareholders.

THE TERMS OF EACH NEW AGREEMENT, INCLUDING FEES PAYABLE BY A FUND
THEREUNDER, ARE IDENTICAL, IN ALL MATERIAL RESPECTS, TO THOSE OF THE
CORRESPONDING CURRENT AGREEMENT, EXCEPT FOR THE DATES OF EFFECTIVENESS AND
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 Fund and, in either event, by the
vote cast in person of a majority of the Independent Trustees/Directors. In
the event that Shareholders of a Fund 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 Fund and its
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 Funds in
accordance with the terms of the Current Agreements for such periods as may
be approved at least annually by the Board of each Fund, including a majority
of the Independent Trustees/Directors of that Fund.

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 Fund. Such a majority means the affirmative vote
of: (a) 67% or more of the shares of the respective Fund present, in person
or by proxy, at the Meeting, if the holders of more than 50% of the
outstanding shares are so present, or (b) more than 50% of the outstanding
shares of the respective Fund, whichever is less.

THE BOARD OF TRUSTEES/DIRECTORS OF EACH FUND 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/Directors of the Funds held on February 20, 1997, at which each of
the Independent Trustees/Directors of the Funds 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, B (ICIS)
and C). Prior to and during the meetings, the Independent Trustees/Directors
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 Fund 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/Directors assessed the implications
of the Merger for InterCapital and its ability to continue to provide
services to the Funds of the same scope and quality as are presently
provided. In particular, the Trustees/Directors 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

16
<PAGE>
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 Funds or to operate its business in a manner consistent
with past practices. In addition, the Trustees/Directors considered the
effects of InterCapital and Morgan Stanley becoming affiliated persons of
each other. Following the Merger, the 1940 Act will prohibit or impose
certain conditions on the ability of the Funds to engage in certain
transactions with Morgan Stanley and its affiliates. For example, absent
exemptive relief, the Funds 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 Funds 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/Directors that they do not believe these
prohibitions or conditions will have a material effect on the management or
performance of the Funds.

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

THE CURRENT INVESTMENT MANAGEMENT AGREEMENTS

Each Current Agreement of DWGIT, HIAT, HIAT II and ICIS (in this section,
each "Fund" refers to each of DWGIT, HIAT, HIAT II and ICIS) 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
Fund in a manner consistent with the investment objectives and policies of
that Fund and subject to such other limitations and directions as the Board
of the Fund may, from time to time, prescribe.

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

<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND MANAGEMENT FEE RATE YEAR END FISCAL YEAR YEAR END
- - --------- ------------------------------------------------ ------------- ------------------ --------------
<S> <C> <C> <C> <C>
DWGIT..... 0.60% to the Fund's average weekly net assets 9/30/96 $2,780,582 $439,896,052

17
<PAGE>
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
- - --------- ------------------------------------------------ ------------- ------------------ --------------
HIAT...... 0.75% to the Fund's average weekly net assets 9/30/96 $1,187,218 $156,737,793
not exceeding $250 million; 0.60% to the portion
of average weekly net assets exceeding $250
million and not exceeding $500 million; 0.50% to
the portion of average weekly net assets
exceeding $500 million and not exceeding $750
million; 0.40% to the portion of average weekly
net assets exceeding $750 million and not
exceeding $1 billion; 0.30% to the portion of
average weekly net assets exceeding $1 billion

HIAT II... 0.75% to the Fund's average weekly net assets 7/31/96 $1,600,337 $212,758,862
not exceeding $250 million; 0.60% to the portion
of average weekly net assets exceeding $250
million and not exceeding $500 million; 0.50% to
the portion of average weekly net assets
exceeding $500 million and not exceeding $750
million; 0.40% to the portion of average weekly
net assets exceeding $750 million and not
exceeding $1 billion; 0.30% to the portion of
average weekly net assets exceeding $1 billion

ICIS...... 1/2of 1% to the Fund's average weekly net assets 9/30/96 $1,075,055 $210,675,038
</TABLE>

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

18
<PAGE>
Directors) of the Fund which inure to its benefit; and extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and
costs of InterCapital's operations unless otherwise explicitly provided in
the respective Current Agreements.

The administrative services called for under the Current Agreements of
DWGIT, HIAT, HIAT II and ICIS are performed by DWSC, a wholly-owned
subsidiary of InterCapital, pursuant to a Services Agreement between
InterCapital and DWSC.

THE CURRENT INVESTMENT ADVISORY AGREEMENTS

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

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

<TABLE>
<CAPTION>
ADVISORY FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING FUND'S LAST AS OF FISCAL
FUND ADVISORY FEE RATE YEAR END FISCAL YEAR YEAR END
- - ---------- ---------------------------------------------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
MIT........ 0.35% to the Fund's average weekly net assets 8/31/96 $1,028,369 $301,834,812
not exceeding $250 million and 0.25% of the
portion of average weekly net assets exceeding
$250 million
MIOT....... 0.50% to the Fund's average weekly net assets 5/31/96 $ 893,319 $175,294,162
MIOT III .. 0.50% to the Fund's average weekly net assets 3/31/96 $ 529,084 $102,488,368
</TABLE>

19
<PAGE>
board or committee who are not employees of the Administrator or InterCapital
or any of their corporate affiliates; all expenses incident to the payment of
any dividend or distribution program; charges and expenses of any outside
pricing services; charges and expenses of legal counsel, including counsel to
the Independent Trustees of the Fund, and independent accountants in
connection with any matter relating to the Fund (not including compensation
or expenses of attorneys employed by the Administrator or InterCapital);
membership dues of industry associations; interest payable on Fund
borrowings; fees and expenses incident to the listing of the Fund's shares on
any stock exchange; postage; insurance premiums on property or personnel
(including officers and Trustees) of the Fund which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims,
liabilities, litigation costs and any indemnification related thereto); and
all other charges and costs of each Fund's operations unless otherwise
explicitly provided in the respective Current Agreements.

The Current Agreement of each Fund (DWGIT, HIAT, HIAT II, ICIS, MIT, MIOT
and MIOT III), dated June 30, 1993, was initially approved by the Board of
Trustees/Directors of each respective Fund, including a majority of the
Independent Trustees/Directors, by vote cast in person at meetings of the
Boards held on October 30, 1992 for DWGIT, HIAT, HIAT II and ICIS and, on
December 2, 1992 for MIT, MIOT and MIOT III, called for the purpose of voting
on the Current Agreements. The Shareholders of each Fund last approved the
respective Current Agreement at their respective Annual Meeting of
Shareholders held on December 27, 1996 for DWGIT, HIAT, HIAT II, ICIS, MIT
and MIOT and on October 29, 1996 for MIOT III.

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 Fund or by the Trustees/Directors of the
Fund, and, in either event, by the vote cast in person by a majority of the
Independent Trustees/Directors 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/Directors.
Prior to the Board's February 21, 1997 meeting, the most recent approval
occurred at a meeting of the Board of each Fund held on April 17, 1996.

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

INTERCAPITAL

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

20
<PAGE>
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. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to those of the Funds listed in this Proxy
Statement and sets forth the fees payable to InterCapital by such companies,
including the Funds, and their net assets as of March 12, 1997.

InterCapital's wholly-owned subsidiary, DWSC, pursuant to Administration
Agreements with MIT, MIOT and MIOT III, serves as the Administrator of MIT,
MIOT and MIOT III and receives from each of these Funds compensation which is
computed and accrued weekly and payable monthly and which is determined by
applying the following annual rates to each Fund's average weekly net assets:
MIT--0.20% of the portion of the average weekly net assets not exceeding $250
million, 0.15% of the portion of average weekly net assets exceeding $250
million and not exceeding $500 million, 0.12% of the portion of average
weekly net assets exceeding $500 million and not exceeding $750 million, and
0.10% of the portion of average weekly net assets exceeding $750 million;
MIOT and MIOT III--0.30% to each Fund's average weekly net assets. During the
fiscal year ended August 31, 1996 for MIT, May 31, 1996 for MIOT and March
31, 1996 for MIOT III, each Fund accrued to DWSC administrative fees of
$591,884, $535,991, and $317,448, respectively. After the consummation of the
Merger and approval of the New Agreements, DWSC will continue to provide the
same services to each of these Funds as are being provided currently. DWSC
also has its offices at Two World Trade Center, New York, New York 10048.

During the fiscal year ended September 30, 1996 for DWGIT, September 30,
1996 for HIAT, July 31, 1996 for HIAT II, September 30, 1996 for ICIS, August
31, 1996 for MIT, May 31, 1996 for MIOT and March 31, 1996 for MIOT III, each
Fund accrued to DWTC, each Fund's Transfer Agent and an affiliate of
InterCapital, transfer agency fees of $263,181, $130,183, $110,590, $162,032,
$161,329, $95,550, and $51,122, respectively. After the consummation of the
Merger and approval of the New Agreements, DWTC will continue to provide the
same services to each Fund as are being provided currently.

AFFILIATED BROKER

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

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal for any Fund is not obtained at
the Meetings, the persons named as proxies may propose one or more
adjournments of the Meeting of the applicable Fund for a total of not more
than 60 days in the aggregate to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a
majority of the applicable Fund's shares present in person or by proxy at the
Meeting. The persons named

21
<PAGE>
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 Fund for purposes of determining whether
a particular proposal to be voted upon has been approved. Broker "non-votes"
are shares held in street name for which the broker indicates that
instructions have not been received from the beneficial owners or other
persons entitled to vote and for which the broker does not have discretionary
voting authority.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received, as set
forth in each Fund's previous proxy statement, by no later than April 7, 1997
for MIOT III; July 3, 1997 for DWGIT, HIAT, HIAT II, ICIS and MIOT; and July
11, 1997 for MIT, for inclusion in the proxy statement for each respective
Fund's next Annual Meeting. The mere submission of a proposal does not
guarantee its inclusion in the proxy materials or its presentation at the
meeting. Certain rules under the federal securities laws must be met.

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT FOR THE FUND'S MOST RECENT FISCAL
YEAR END, AND, IN THE CASE OF HIAT II, MIOT AND MIOT III, 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/Directors or
Officers of the Funds, may be deemed to have an interest in certain of the
proposals described in this Proxy Statement to the extent that certain of
such companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Funds, and certain of those individuals are compensated for
performing services relating to the Funds and may also own shares of DWDC.
Such companies and persons may thus be deemed to derive benefits from the
approvals by Shareholders of such proposals.

OTHER BUSINESS

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

BARRY FINK
Secretary

22
<PAGE>

APPENDIX

InterCapital serves as investment manager to DWGIT, HIAT, HIAT II and ICIS
and the other investment companies listed below which have similar investment
objectives to those of DWGIT, HIAT, HIAT II and ICIS. Set forth below is a
chart showing the net assets of each such investment company as of March 12,
1997 and the investment management fees rate(s) applicable to such investment
company.

<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 03/12/97 NET ASSETS
-------------- -------------------------------------
<S> <C> <C>
1. DEAN WITTER HIGH YIELD SECURITIES INC.* ..... $ 472,422,555 0.50% on assets up to $500 million,
scaled down at various asset levels
to 0.30% on assets over $3 billion
2. DEAN WITTER U.S. GOVERNMENT SECURITIES
TRUST*....................................... $6,138,047,889 0.50% on assets up to $1 billion,
scaled down at various asset levels
to 0.30% on assets over $12.5 billion
3. DEAN WITTER CONVERTIBLE SECURITIES TRUST* ... $ 258,071,153 0.60% on assets up to $750 million,
scaled down at various asset levels
to 0.425% on assets over $3 billion
4. DEAN WITTER FEDERAL SECURITIES TRUST* ....... $ 664,434,512 0.55% on assets up to $1 billion,
scaled down at various asset levels
to 0.35% on assets over $12.5 billion
5. INTERCAPITAL INCOME SECURITIES INC.** ...... $ 212,194,831 0.50%
6. HIGH INCOME ADVANTAGE TRUST**............... $ 151,432,410 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion
7. HIGH INCOME ADVANTAGE TRUST II**............ $ 202,120,811 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion
8. HIGH INCOME ADVANTAGE TRUST III**........... $ 78,703,844 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion
9. DEAN WITTER INTERMEDIATE INCOME SECURITIES* . $ 183,322,983 0.60% on assets up to $500 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion
10.DEAN WITTER WORLD WIDE INCOME TRUST* ....... $ 106,393,288 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion
11.DEAN WITTER GOVERNMENT INCOME TRUST** ...... $ 425,720,030 0.60%
12.DEAN WITTER GLOBAL SHORT-TERM INCOME FUND
INC.*....................................... $ 76,976,109 0.55% on assets up to $500 million
and 0.50% on assets over $500 million
13.DEAN WITTER PREMIER INCOME TRUST*........... $ 15,604,354 0.50% (of which 40% is paid to a
Sub-Adviser)
14.DEAN WITTER SHORT-TERM U.S. TREASURY
TRUST*...................................... $ 255,026,002 0.35%
15.DEAN WITTER DIVERSIFIED INCOME TRUST* ...... $ 825,332,503 0.40%

A-1
<PAGE>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 03/12/97 NET ASSETS
-------------- -------------------------------------
16.DEAN WITTER SHORT-TERM BOND FUND*........... $ 39,265,837 0.70%(1)
17.DEAN WITTER HIGH INCOME SECURITIES* ........ $1,105,732,108 0.50% on assets up to $500 million
and 0.425% on assets over $500
million.
18.PRIME INCOME TRUST**....................... $1,133,529,314 0.90% on assets up to $500 million
and 0.85% on assets over $500 million
19.DEAN WITTER BALANCED INCOME FUND*........... $ 50,991,701 0.60%
20.DEAN WITTER RETIREMENT SERIES:*
(a) U.S. GOVERNMENT SECURITIES SERIES ...... $ 10,596,158 0.65% (2)
(b) INTERMEDIATE INCOME SECURITIES SERIES .. $ 2,261,816 0.65% (2)
21.DEAN WITTER VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO........... $ 459,554,792 0.50% on assets up to $500 million
and 0.45% on assets over $500 million
(b) HIGH YIELD PORTFOLIO.................... $ 277,126,804 0.50%
22.DEAN WITTER SELECT DIMENSIONS INVESTMENT
SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO............ $ 37,415,339 0.40%
(b) NORTH AMERICAN GOVERNMENT SECURITIES
PORTFOLIO............................... $ 4,484,769 0.65% (of which 40% is paid to a
Sub-Adviser)
23. DEAN WITTER INTERMEDIATE TERM U.S.
TREASURY TRUST*............................ $ 1,962,920 0.35%(3)
</TABLE>

- - ------------
* Open-end investment company.
** Closed-end investment company.
*** Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.
(1) InterCapital has undertaken, from January 1, 1997 through April 30,
1997, to assume all operating expenses of Dean Witter Short-Term Bond
Fund (except for any brokerage fees) and to waive the compensation
provided for in its investment management agreement with that company.
(2) InterCapital has undertaken, until July 31, 1997, to continue to assume
all operating expenses of the Series of Dean Witter Retirement Series
(except for brokerage fees and a portion of organizational expenses)
and to waive the compensation provided for each Series in its
investment management agreement with that company in respect of each
Series to the extent that such expenses and compensation on an
annualized basis exceed 1.0% of the average daily net assets of the
pertinent Series.

(3) InterCapital has undertaken to assume all operating expenses of Dean
Witter Intermediate Term U.S. Treasury Trust (except for any 12b-1 fees
and brokerage expenses) and to waive the compensation provided for in
its investment management agreement with that company until such time
as that company has $50 million of net assets or until March 27, 1997,
whichever occurs first.

A-2
<PAGE>
InterCapital serves as investment adviser to the MIT, MIOT and MIOT III
and as investment manager or investment adviser to the other investment
companies listed below which have similar investment objectives to those of
MIT, MIOT and MIOT III. 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
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 03/12/97 NET ASSETS
-------------- ------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* .... $ 945,010,134 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* ....... $ 61,210,093 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* . $ 388,189,887 0.35%
4. DEAN WITTER NATIONAL MUNICIPAL TRUST*............ $ 84,362,522 0.35% (1)
5. DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ...... $ 185,662,118 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ........ $1,158,271,636 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**.......................................... $ 240,850,768 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES**..................................... $ 201,480,242 0.35%
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES**..................................... $ 62,879,708 0.35%
10.INTERCAPITAL INSURED MUNICIPAL BOND TRUST** .... $ 108,687,697 0.35%
11.INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** .. $ 577,173,893 0.35%
12.INTERCAPITAL INSURED MUNICIPAL SECURITIES** .... $ 136,016,212 0.35%
13.INTERCAPITAL INSURED MUNICIPAL TRUST** ......... $ 481,829,417 0.35%
14.INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES**.................................... $ 92,491,556 0.35%
15.INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** .. $ 726,527,989 0.35%
16.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST**......................................... $ 377,428,244 0.35%
17.INTERCAPITAL QUALITY MUNICIPAL SECURITIES** .... $ 356,447,008 0.35%
18.MUNICIPAL INCOME TRUST**........................ $ 299,197,956 0.35% on assets up to $250
million and 0.25% on assets
over $250 million

A-3
<PAGE>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 03/12/97 NET ASSETS
-------------- ------------------------------
19.MUNICIPAL INCOME TRUST II**..................... $273,432,009 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
20.MUNICIPAL INCOME TRUST III**.................... $ 61,981,499 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21.MUNICIPAL INCOME OPPORTUNITIES TRUST** ......... $176,784,608 0.50%
22.MUNICIPAL INCOME OPPORTUNITIES TRUST II** ...... $174,666,431 0.50%
23.MUNICIPAL INCOME OPPORTUNITIES TRUST III** ..... $102,809,085 0.50%
24.MUNICIPAL PREMIUM INCOME TRUST**................ $350,292,786 0.40%
25.DEAN WITTER SELECT MUNICIPAL REINVESTMENT $ 90,885,593 0.50%
FUND***.........................................
26.DEAN WITTER HAWAII MUNICIPAL TRUST* ............ $ 3,522,850 0.35% (2)
</TABLE>

- - ------------
* 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.

A-4
<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 pages 17-18 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 MANAGEMENT AGREEMENT

AGREEMENT made as of the [ ] day of [ ,] 1997 by and between
InterCapital Income Securities Inc., a Maryland corporation (hereinafter
called the "Fund"), and Dean Witter InterCapital Inc., a Delaware corporation
(hereinafter called the "Investment Manager"):

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; 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
adviser to the Fund and to supervise and manage 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, industries, businesses, securities
markets and securities as it deems necessary or useful to discharge its
duties hereunder; shall formulate a continuing program for the management of
the assets of the Fund in a manner consistent with the investment objectives
of the Fund; shall determine the securities 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 for the implementation of such program.
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 books of account (other
than those maintained by the Fund's transfer agent, registrar, custodian and
other agents). 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 B-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 of the Fund, and provide such office space and
equipment and such clerical and bookkeeping services as the Fund shall
reasonably require in the conduct of its business, together with the cost of
the telephone service, heat, light, power and other utilities.

5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including, without limitation: (a) the charges and expenses of
any registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities and other property; (b) the
charges and expenses of auditors; (c) the charges and expenses of any stock
transfer or dividend agent or agents appointed by the Fund; (d) brokers'
commissions chargeable to the Fund in connection with portfolio securities
transactions to which the Fund is a party; (e) all taxes, including
securities issuance and transfer taxes, and corporate fees payable by the
Fund to federal, state or other governmental agencies; (f) the cost and
expense of engraving or printing stock certificates representing shares of
the Fund; (g) fees involved in registering and maintaining registrations of
the Fund and its shares with the Securities and Exchange Commission and
various states and other jurisdictions; (h) all expenses of shareholders' and
Directors' meetings and of preparing, printing and mailing proxy statements
and reports to shareholders; (i) fees and travel expenses of Directors or
members of any advisory board or committee who are not employees of the
Investment Manager or any corporate affiliate of the Investment Manager; (j)
all expenses incident to any dividend or distribution program; (k) charges
and expenses of legal counsel in connection with matters relating to the
Fund, including, without limitation, legal services rendered in connection
with the Fund's corporate and financial structure and relations and
qualifications of securities under Federal, state and other laws; (l)
association dues; (m) interest payable on Fund borrowings; (n) fees and
expenses incident to the listing of the Fund shares on any stock exchange;
(o) postage; (p) insurance premiums on property or personnel of the Fund
which inure to its benefit; (q) extraordinary expenses (including, but not
limited to, litigation costs); and (r) all other charges and costs of the
Fund's operations unless 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 compensation at the annual rate of 0.50 of 1% of the value
of the average weekly net assets of the Fund, calculated as hereinafter set
forth. 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
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.
Subject to the provisions of paragraph 7 hereof, payment of the Investment
Manager's compensation for the preceding month shall be made as promptly as
possible after completion of the computations contemplated by paragraph 7
hereof.

7. If, for any fiscal year, the operating expenses of the Fund, including
amounts payable to the Investment Manager pursuant to paragraph 6 hereof,
exceed: (a) 1 1/2% of the first $30 million of the average weekly net assets
of the Fund during such year and 1% of such average weekly net assets in
excess of $30 million; or (b) 25% of the Fund's gross income for such year,
the Investment Manager will pay to the Fund the greater of the excess as
computed under (a) or (b). There shall be excluded from such operating
expenses the amounts of any

EX B-2
<PAGE>
interest, taxes, brokerage commissions, extraordinary expenses (to the extent
permitted by state securities laws or regulations thereunder) paid or payable
by the Fund, and the costs and expenses incident to any public offering of
shares of the Fund. Any payments required to be made by the Investment
Manager to the Fund in accordance with this paragraph 7 shall be made not
later than the last day of the first month of the next succeeding fiscal
year.

For purposes of this paragraph 7, gross income of the Fund shall include,
but not be limited to, unpaid interest on debt of fixed income securities in
the Fund's portfolio, accrued to and including the last day of the Fund's
fiscal year, and dividends declared but not paid on any equity securities in
the Fund's portfolio, the record dates for which fall on or prior to the last
day of such fiscal year, but shall not include gains from the sale of
securities.

8. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but it shall not be
liable for any error of judgment or mistake of law or for any losses suffered
by the Fund in connection with the matters to which this Agreement relates,
except a loss resulting from lack of good faith, gross negligence or willful
misfeasance on the part of the Investment Manager in the performance of its
duties or from reckless disregard by the Investment Manager of its
obligations and duties under this Agreement.

9. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment adviser 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 director, officer or
employee of the Investment Manager 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.

10. This Agreement shall remain in effect until April 30, 1999, unless
sooner terminated as hereinafter provided. This Agreement shall continue in
effect from year to year thereafter provided such continuance is approved at
least annually by the vote of holders of a majority of the outstanding voting
securities of the Fund or by the Board of Directors of the Fund; provided
that in either event such continuance is also approved annually by the vote
of a majority of the Directors of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Investment Company Act
of 1940) of any such party which vote must be cast in person at a meeting
called for the purpose of voting on the approval of the terms of this
Agreement and such continuance; 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 Board of Directors 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 (within the
meaning of the Investment Company Act of 1940) unless such automatic
termination 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 postpaid, to the other party at the principal office
of such party.

11. The Investment Manager and the Fund each agree that the name
"InterCapital", which comprises a component of the Fund's name, is a property
right of the Investment Manager. The Fund agrees and consents that (i) it
will only use the name "InterCapital" as a component of its corporate name
and for no other purpose, (ii) it will not purport to grant to any third
party the right to use the name "InterCapital" for any purpose, (iii) the
Investment Manager or its parent, Dean Witter Reynolds Inc., or any corporate
affiliate of the Investment

EX B-3
<PAGE>
Manager's parent, may use or grant to others the right to use the name
"InterCapital", or any combination or abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial purpose,
including a grant of such right to any other investment company, (iv) at the
request of the Investment Manager or its parent, the Fund will take such
action as may be required to provide its consent to the use of the name
"InterCapital", or any combination or abbreviation thereof, by the Investment
Manager or its parent or any corporate affiliate of the Investment Manager's
parent, or by any person to whom the Investment Manager or its parent or any
corporate affiliate of the Investment Manager's parent shall have granted the
right to such use, and (v) upon the termination of any investment advisory
agreement into which the Investment Manager and the Fund may enter, or upon
termination of affiliation of the Investment Manager with its parent, the
Fund shall, upon request by the Investment Manager or its parent, cease to
use the name "InterCapital" as a component of its corporate name, and shall
not use the word, or any combination or abbreviation thereof, as a part of
its corporate name or for any other commercial purpose, and shall cause its
officers, Directors and stockholders to take any and all actions which the
Investment Manager or its parent may request to effect the foregoing and to
reconvey to the Investment Manager or its parent any and all rights to such
word.

12. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Investment Company Act
of 1940. 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
Investment Company Act of 1940, the latter shall control.

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.

INTERCAPITAL INCOME SECURITIES
INC.

By ..............................

Attest:

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

DEAN WITTER INTERCAPITAL INC.

By .............................

Attest:

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

EX B-4
<PAGE>
EXHIBIT C

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 C-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 19 of the Proxy Statement for a table setting forth the management
fee rate(s) applicable to each Fund.

EX C-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 C-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 C-4

<PAGE>

DEAN WITTER GOVERNMENT 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
Dean Witter Government Income Trust on May 20, 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 19, 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 TRUSTEE AND THE PROPOSAL SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF TRUSTEES.

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

<PAGE>

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Trustee: [ ] [ ] [ ]

Wayne E. Hedien

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

DEAN WITTER GOVERNMENT 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>

HIGH INCOME ADVANTAGE 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
High Income Advantage Trust on May 20, 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 19, 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 one (1) Trustee: [ ] [ ] [ ]

Wayne E. Hedien

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

HIGH INCOME ADVANTAGE 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>

HIGH INCOME ADVANTAGE TRUST II

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
High Income Advantage Trust II on May 20, 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 19, 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 one (1) Trustee: [ ] [ ] [ ]

Wayne E. Hedien

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

HIGH INCOME ADVANTAGE TRUST II

IMPORTANT

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

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

<PAGE>

INTERCAPITAL INCOME SECURITIES INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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 Stockholders of
InterCapital Income Securities Inc. on May 20, 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 19, 1997 as follows:

(Continued on reverse side)

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

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

<PAGE>

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

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of one (1) Director: [ ] [ ] [ ]

Wayne E. Hedien

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

- - --------------------------------- ---------------------------------------
Stockholder sign in the box above Co-Owner (if any) sign in the box above

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

INTERCAPITAL INCOME SECURITIES INC.

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
STOCKHOLDERS WHO HAVE NOT RESPONDED.

<PAGE>

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
Municipal Income Trust on May 20, 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 19, 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 one (1) Trustee: [ ] [ ] [ ]

Wayne E. Hedien

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 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 INCOME OPPORTUNITIES 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 Income Opportunities Trust on May 20, 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 19, 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 one (1) Trustee: [ ] [ ] [ ]

Wayne E. Hedien

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 INCOME OPPORTUNITIES 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 INCOME OPPORTUNITIES TRUST III

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Municipal Income Opportunities Trust III on May 20, 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 19, 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 one (1) Trustee: [ ] [ ] [ ]

Wayne E. Hedien

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 INCOME OPPORTUNITIES TRUST III

IMPORTANT

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

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