INTERCAPITAL INCOME SECURITIES INC, DEF 14A, 1997-10-31

INTERCAPITAL INCOME SECURITIES INC
DEF 14A, 1997-10-31

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

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

Check the appropriate box:

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

Dean Witter Government Income Trust
High Income Advantage Trust
High Income Advantage Trust II
InterCapital Income Securities Inc.
Municipal Income Opportunities Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11.

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

2) Aggregate number of securities to which transaction applies:

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

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

4) Proposed maximum aggregate value of transaction:

5) Fee previously paid:

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

1) Amount Previously paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 1997

Annual Meetings of Shareholders ("Meeting(s)") of DEAN WITTER GOVERNMENT
INCOME TRUST, HIGH INCOME ADVANTAGE TRUST, HIGH INCOME ADVANTAGE TRUST II,
INTERCAPITAL INCOME SECURITIES INC. and MUNICIPAL INCOME OPPORTUNITIES TRUST
(individually, a "Fund" and, collectively, the "Funds"), four unincorporated
business trusts organized under the laws of the Commonwealth of Massachusetts
and one corporation organized under the laws of Maryland, will be held
jointly in Conference Room A, Forty-Fourth Floor, Two World Trade Center, New
York, New York 10048, on December 18, 1997 at 3:00 p.m., New York City time,
for the following purposes:

1. For DEAN WITTER GOVERNMENT INCOME TRUST, HIGH INCOME ADVANTAGE TRUST
II and MUNICIPAL INCOME OPPORTUNITIES TRUST, to elect three (3) Trustees
to serve until the year 2000 Annual Meeting of each Fund; for HIGH INCOME
ADVANTAGE TRUST, to elect four (4) Trustees to serve until the year 2000
Annual Meeting; and for INTERCAPITAL INCOME SECURITIES INC., to elect nine
(9) Directors to serve until the 1998 Annual Meeting, or in each case,
until their successors shall have been elected and qualified.

2. To ratify or reject the selection of Price Waterhouse LLP as each
Fund's independent accountants for fiscal years ending September 30, 1998
for DEAN WITTER GOVERNMENT INCOME TRUST, High Income Advantage Trust and
INTERCAPITAL INCOME SECURITIES INC.; for fiscal year ending July 31, 1998
for HIGH INCOME ADVANTAGE TRUST II; and for fiscal year ending May 31,
1998 for MUNICIPAL INCOME OPPORTUNITIES TRUST; and

3. For HIGH INCOME ADVANTAGE TRUST, HIGH INCOME ADVANTAGE TRUST II and
INTERCAPITAL INCOME SECURITIES INC., to eliminate each Fund's fundamental
policy regarding investments in restricted securities;

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

Shareholders of record of each Fund as of the close of business on October
24, 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 have been received
by the date of the Meeting.

BARRY FINK
Secretary
October 31, 1997
New York, New York

IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS
TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>

DEAN WITTER GOVERNMENT INCOME TRUST
HIGH INCOME ADVANTAGE TRUST
HIGH INCOME ADVANTAGE TRUST II
INTERCAPITAL INCOME SECURITIES INC.
MUNICIPAL INCOME OPPORTUNITIES TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
JOINT PROXY STATEMENT
ANNUAL MEETINGS OF SHAREHOLDERS
DECEMBER 18, 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") and MUNICIPAL INCOME OPPORTUNITIES TRUST ("MIOT") (individually, a
"Fund" and, collectively, the "Funds") for use at the Annual Meetings of
Shareholders of the Funds to be held jointly on December 18, 1997 (the
"Meeting(s)"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about October 31, 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 each of the
nominees for election as Trustee/Director and in favor of Proposals 2 and 3
set forth in the attached Notice of Annual Meetings of Shareholders. A proxy
may be revoked at any time prior to its exercise by any of the following:
written notice of revocation to the Secretary of the Funds, execution and
delivery of a later dated proxy to the Secretary of the Funds (if returned
and received in time to be voted), or attendance and voting at the Annual
Meetings of Shareholders. Attendance at the Meetings will not in and of
itself revoke a proxy.

Shareholders of record ("Shareholders") of each Fund as of the close of
business on October 24, 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 October 24, 1997, there were 45,876,100 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, 11,929,518 shares of common stock of ICIS and
21,089,872 shares of beneficial interest of MIOT 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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<PAGE>
The cost of soliciting proxies for these Annual Meetings of Shareholders,
consisting principally of printing and mailing expenses will be borne by each
respective Fund. The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through
Trustees/Directors, officers of the Funds, or officers and regular employees
of Dean Witter InterCapital Inc. ("InterCapital"), Dean Witter Trust FSB
("DWT"), Dean Witter Services Company Inc. ("DWSC") and/or Dean Witter
Reynolds Inc. ("DWR"), without special compensation therefor. In addition,
InterCapital may employ William F. Doring & Co. as proxy solicitor, the cost
of which is not expected to exceed $3,000 for each Fund and will be borne by
each respective Fund.

William F. Doring & Co. and DWT may call Shareholders to ask if they would
be willing to have their votes recorded by telephone. The telephone voting
procedure is designed to authenticate Shareholders' identities, to allow
Shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been recorded
properly. No recommendation will be made as to how a Shareholder should vote
on any Proposal other than to refer to the recommendations of the Board. The
Funds have been advised by counsel that these procedures are consistent with
the requirements of applicable law. Shareholders voting by telephone will be
asked for their social security number or other identifying information and
will be given an opportunity to authorize proxies to vote their shares in
accordance with their instructions. To ensure that the Shareholders'
instructions have been recorded correctly they will receive a confirmation of
their instructions in the mail. A special toll-free number will be available
in case the information contained in the confirmation is incorrect. Although
a Shareholder's vote may be taken by telephone, each Shareholder will receive
a copy of this Proxy Statement and may vote by mail using the enclosed proxy
card. With respect to the solicitation of a telephonic vote by William F.
Doring & Co., additional expenses would include $7.00 per telephone vote
transacted, $3.00 per outbound telephone contact and costs relating to
obtaining Shareholders' telephone numbers which would be borne by each
respective Fund.

(1) ELECTION OF TRUSTEES/DIRECTORS FOR EACH FUND

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

<TABLE>
<CAPTION>
DWGIT, HIAT II, MIOT-- HIAT-- ICIS--
UNTIL THE YEAR 2000 ANNUAL MEETING UNTIL THE YEAR 2000 ANNUAL MEETING UNTIL THE 1998 ANNUAL MEETING
- -------------------------------------- -------------------------------------- ---------------------------------
<S> <C> <C>
Wayne E. Hedien Edwin J. Garn Michael Bozic
Manuel H. Johnson John R. Haire Charles A. Fiumefreddo
John L. Schroeder Michael E. Nugent Edwin J. Garn
Philip J. Purcell John R. Haire
Wayne E. Hedien
Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
</TABLE>

Seven of the current nine Trustees/Directors (Michael Bozic, Edwin J.
Garn, John R. Haire, Wayne E. Hedien, Manuel H. Johnson, Michael E. Nugent
and John L. Schroeder) are "Independent Trustees" or "Independent Directors,"
that is, Trustees or Directors who are not "interested persons" of the Funds,
as that

3
<PAGE>
term is defined in the Investment Company Act of 1940, as amended (the "1940
Act"). 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 nominees for election as
Trustee/Director have 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 nominees of the Board of Trustees/Directors for election as
Trustee/Director are listed below. It is the intention of the persons named
in the enclosed form of proxy, unless instructed by proxy to withhold
authority to vote for the nominees, to vote all validly executed proxies for
the election of these nominees: for DWGIT, HIAT II and MIOT--Wayne E. Hedien,
Manuel H. Johnson and John L. Schroeder; for HIAT--Edwin J. Garn, John R.
Haire, Philip J. Purcell and Michael E. Nugent; for ICIS--Michael Bozic,
Charles A. Fiumefreddo, Edwin J. Garn, John R. Haire, Wayne E. Hedien, Manuel
H. Johnson, Michael E. Nugent, Philip J. Purcell and John L. Schroeder.
Should the nominees become unable or unwilling to accept nomination or
election, the persons named in the proxy will exercise their voting power in
favor of such person as the Boards may recommend or, in the case of an
Independent Trustee/Director nominee, as the Independent Trustees/ Directors
of each Fund may recommend. All of the nominees have consented to being named
in this Proxy Statement and to serve if elected. The Funds know of no reason
why any of the said nominees would be unable or unwilling to accept
nomination or election. With respect to each Fund, the election of each
Trustee/Director requires the approval of a majority of the shares of the
Fund represented and entitled to vote at the Meeting.

Pursuant to the provisions of the Declaration of Trust of each of DWGIT,
HIAT, HIAT II, and MIOT, 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 and MIOT 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, the Trustees in
Class II for DWGIT, HIAT II and MIOT and the Trustees in Class III for HIAT
are standing for election and will, if elected, serve until the year 2000 Annual
Meetings for each Fund as set forth above, or until their successors shall
have been elected and qualified. As a consequence of this method of election,
the replacement of a majority of each of the Boards could be delayed for up
to two years.

Pursuant to the provisions of the Articles of Incorporation of ICIS, the
terms of office of each Director will expire each year. Therefore, all of the
Directors of the Fund, if elected, will serve until the 1998 Annual Meeting
of ICIS, or until their successors shall have been elected and qualified.

The following information regarding the nominees for election as
Trustee/Director, and each of the other members of the Boards, includes his
principal occupations and employment for at least the last five years, his
age, shares of each Fund owned, if any, as of October 24, 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 85 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").

4
<PAGE>
The respective nominees for Trustee/Director to be elected at the Meetings
of DWGIT, HIAT, HIAT II, ICIS and MIOT as set forth above 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 64; 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 DWT; Director
and/or officer of various Morgan Stanley, Dean Witter Discover & Co.
("MSDWD") subsidiaries; formerly Executive Vice President and Director of
Dean Witter, Discover & Co. (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).

WAYNE E. HEDIEN, Trustee/Director of each Fund since September, 1997; 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.

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 Financial
Accounting Standards Board); formerly Vice Chairman of the Board of Governors
of the Federal Reserve System (1986-1990) and Assistant Secretary of the U.S.
Treasury (1982-1986).

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

* Trustee of DWGIT since January, 1988; of HIAT since July, 1987; of HIAT II
since August, 1988; of MIOT since January, 1988; Director of ICIS since
January, 1983.
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MICHAEL E. NUGENT, Trustee/Director of each Fund since July, 1991; age 61;
General Partner, Triumph Capital, L.P., a private investment partnership;
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(1984-1988); director of various business organizations.

PHILIP J. PURCELL, Trustee/Director of each Fund since April, 1994; age
54; Chairman of the Board of Directors and Chief Executive Officer of MSDWD,
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 MSDWD subsidiaries.

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

The executive officers of each Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Mitchell M.
Merin, 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 M. Avelar, Vice President; Kevin Hurley, Vice President; Jonathan R.
Page, Vice President; James F. Willison, Vice President; MIOT--James F.
Willison, Vice President; Peter M. Avelar, Vice President; Jonathan R. Page,
Vice President; Joseph R. Arcieri, Vice President; Gerard J. Lian, Vice
President; Katherine Stromberg, Vice President. In addition, Frank
Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne D. McInnis, Carsten Otto
and Ruth Rossi serve as Assistant Secretaries of each Fund.

Mr. Fink is 42 years old and is currently Senior Vice President (since
March, 1997), Secretary and General Counsel (since February 1997) of
InterCapital and DWSC and (since August 1996) Assistant Secretary of DWR; he
is also Senior Vice President (since March, 1997), Assistant Secretary and
Assistant General Counsel of Distributors (since February 1997). He was
previously First Vice President, Assistant Secretary and Assistant General
Counsel of InterCapital and DWSC. Mr. Scanlan is 61 years old and is
currently President and Chief Operating Officer of InterCapital (since March,
1993) and DWSC; he is also Executive Vice President of Distributors and
Executive Vice President and Director of DWT. He was previously Executive
Vice President of InterCapital (July, 1992-March, 1993) and prior thereto was
Chairman of Harborview Group Inc. Mr. Merin is 44 years old and is currently
President and Chief Strategic Officer of InterCapital and DWSC, Executive
Vice President of Distributors and DWT and Director of DWT, Executive Vice
President, Chief Administrative Officer and Director of DWR, Director of SPS
Transaction Services, Inc. and various other MSDWD subsidiaries. Mr.
Giambrone is 43 years old and is currently Senior Vice President of
InterCapital, DWSC, Distributors and DWTC (since August, 1995) and Director
of DWT (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 DWT (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 37 years old and is currently Senior Vice President of
InterCapital. Mr. Avelar is 39 years old and is currently Senior Vice
President of InterCapital. Mr. Page is 51 years old and is currently Senior
Vice President of InterCapital. Ms. Siegel is 49 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 54
years old and is currently Senior Vice President of InterCapital. Mr. Arcieri
is 49 years old and is currently Vice President of InterCapital. Mr. Lian is
42 years old and is currently Vice

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<PAGE>
President of InterCapital. Ms. Stromberg is 49 years old and is currently
Vice President of InterCapital. Other than 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 nine (9) 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 85 Dean Witter Funds, comprised of
128 portfolios. As of September 30, 1997, the Dean Witter Funds had total net
assets of approximately $93.2 billion and more than six million shareholders.

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

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Dean Witter Funds seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the Funds' Boards, such individuals may reject other attractive
assignments because the Funds make substantial demands on their time. Indeed,
by serving on the Funds' Boards, certain Trustees who would otherwise be
qualified and in demand to serve on bank boards would be prohibited by law
from doing so.

All of the Independent Trustees serve as members of the Audit Committee
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 . 9/30/97 5 9 2 3
High Income Advantage Trust........... 9/30/97 5 9 2 3
High Income Advantage Trust II ....... 7/31/97 5 9 2 3
InterCapital Income Securities Inc. . 9/30/97 5 9 2 3
Municipal Income Opportunities Trust 5/31/97 4 10 2 3
</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 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

8
<PAGE>
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 September 30, 1997,
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 $6.9 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). If a Board meeting and a Committee meeting, or more
than one Committee meeting, take place on a single day, the Trustees are paid
a single meeting fee by each Trust. 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 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

9
<PAGE>
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. Mr. Hedien's term as
Trustee/Director of each Fund commenced on September 1, 1997.

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.......... $1,650 $ 372 10 50.0% $ 925
Edwin J. Garn ......... 1,850 536 10 50.0 925
John R. Haire ......... 3,800 (711)(2) 10 50.0 2,246
Wayne E. Hedien........ 250 0 9 42.9 794
Dr. Manuel H. Johnson 1,800 226 10 50.0 925
Michael E. Nugent .... 1,850 384 10 50.0 925
John L. Schroeder...... 1,850 716 8 41.7 771
</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.
(2) This number reflects the extension of Mr. Haire's term as Trustee until
June 1, 1998.

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............... $1,650 $ 372 10 50.0% $ 925
Edwin J. Garn .............. 1,850 536 10 50.0 925
John R. Haire .............. 3,800 (711)(2) 10 50.0 2,246
Wayne E. Hedien............. 250 0 9 42.9 794
Dr. Manuel H. Johnson ..... 1,800 226 10 50.0 925
Michael E. Nugent .......... 1,850 384 10 50.0 925
John L. Schroeder........... 1,850 716 8 41.7 771
</TABLE>

10
<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 $ 374 10 50.0% $ 925
Edwin J. Garn .............. 1,850 540 10 50.0 925
John R. Haire .............. 3,750 (613)(2) 10 50.0 2,246
Dr. Manuel H. Johnson ..... 1,800 227 10 50.0 925
Michael E. Nugent .......... 1,850 387 10 50.0 925
John L. Schroeder........... 1,850 721 8 41.7 771
</TABLE>

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................ $1,650 $ 372 10 50.0% $ 925
Edwin J. Garn ............... 1,850 536 10 50.0 925
John R. Haire ............... 3,800 (711)(2) 10 50.0 2,246
Wayne E. Hedien.............. 250 0 9 42.9 794
Dr. Manuel H. Johnson ....... 1,800 226 10 50.0 925
Michael E. Nugent ........... 1,850 384 10 50.0 925
John L. Schroeder............ 1,850 716 8 41.7 771
</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.
(2) This number reflects the extension of Mr. Haire's term as Director until
June 1, 1998.

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............... $1,700 $ 343 10 50.0% $ 875
Edwin J. Garn .............. 1,800 483 10 50.0 875
John R. Haire .............. 3,650 (561)(2) 10 50.0 2,211
Dr. Manuel H. Johnson ..... 1,750 205 10 50.0 875
Michael E. Nugent .......... 1,800 345 10 50.0 875
John L. Schroeder........... 1,800 656 8 41.7 729
</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.
(2) This number reflects the extension of Mr. Haire's term as Trustee until
June 1, 1998.

11
<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 EACH OF THE TRUSTEES/DIRECTORS
NOMINATED FOR ELECTION.

12
<PAGE>
THE INVESTMENT MANAGER OR INVESTMENT ADVISER

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

THE INVESTMENT MANAGEMENT AGREEMENTS

Each Agreement of 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 Agreements, and that it
shall continuously supervise the management of the assets of each Fund in a
manner consistent with the investment objectives and policies of that Fund
and subject to such other limitations and directions as the Board of the Fund
may, from time to time, prescribe.

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

<TABLE>
<CAPTION>
MANAGEMENT
FEES PAID
TO INTERCAPITAL NET ASSETS
LAST FISCAL DURING FUND'S 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 9/30/97 $2,589,522 $429,764,212

HIAT...... 0.75% to the Fund's average weekly net assets 9/30/97 $1,148,751 $155,539,606
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

13
<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 II... 0.75% to the Fund's average weekly net assets 7/31/97 $1,542,329 $207,455,526
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 9/30/97 $1,075,146 $219,758,586
</TABLE>

Under the Agreements, each Fund is obligated to bear all of the costs and
expenses of its operation, except those specifically assumed by InterCapital,
including, without limitation: charges and expenses of any registrar,
custodian or depository appointed by the Fund for the safekeeping of its
cash, portfolio securities or commodities and other property, and any stock
transfer or dividend agent or agents appointed by the Fund; brokers'
commissions chargeable to the Fund in connection with portfolio securities
transactions to which the Fund is a party; all taxes, including securities or
commodities issuance and transfer taxes, and corporate fees payable by the
Fund to federal, state or other governmental agencies; costs and expenses of
engraving or printing of certificates representing shares of the Fund; all
costs and expenses in connection with registration and maintenance of
registration of the Fund and of its shares with the Securities and Exchange
Commission and various states and other jurisdictions (including filing fees
and legal fees and disbursements of counsel); the cost and expense of
printing, including typesetting, and distributing prospectuses of the Fund to
its Shareholders; all expenses of Shareholders' and Trustees'/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/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 Agreements.

The administrative services called for under the 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 INVESTMENT ADVISORY AGREEMENT

The Agreement of MIOT (in this section, "Fund" refers to MIOT) provides
that InterCapital shall continuously manage the assets of the Fund in a
manner consistent with that Fund's investment objective.

14
<PAGE>
InterCapital shall obtain and evaluate such information and advice relating
to the economy, securities markets and specific securities as it considers
necessary or useful to continuously manage the assets of the Fund in a manner
consistent with its investment objectives and policies. In addition,
InterCapital pays the compensation of all personnel, including officers of
the Fund, who are its employees. InterCapital has authority to place orders
for the purchase and sale of portfolio securities on behalf of the Fund
without prior approval of its Board.

In return for its investment services and the expenses which InterCapital
assumes under the Agreement, the Fund pays InterCapital compensation which is
computed and accrued weekly and payable monthly and which is determined by
applying the following annual rate to the 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>
MIOT... 0.50% TO THE FUND'S AVERAGE WEEKLY NET ASSETS 5/31/97 $886,834 $178,599,888
</TABLE>

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

The Agreement of each Fund (DWGIT, HIAT, HIAT II, ICIS and MIOT), dated
May 31, 1997, 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
February 21, 1997 called for the purpose of voting on the Agreements. The
Shareholders of each Fund approved the respective Agreements at their
respective Special Meeting of Shareholders held on May 20, 1997.

The Agreements will continue in effect for an initial term ending April
30, 1999 and will continue in effect from year to year thereafter provided
that each such continuance is approved by the vote of a majority, as

15
<PAGE>
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 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 MSDWD, a preeminent global
securities firm that maintains leading market positions in each of its three
primary businesses--securities, asset management and credit services.

The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:

Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of MSDWD and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital and Director of DWR, Distributors, DWSC, InterCapital and DWT; James
F. Higgins, President and Chief Operating Officer of Dean Witter Financial
and Director of DWR, Distributors, InterCapital, DWSC and DWT; 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
DWT; Christine A. Edwards, Executive Vice President, Secretary and Chief
Legal Officer of MSDWD, Executive Vice President, Secretary, General Counsel
and Director of DWR, Executive Vice President, Secretary, Chief Legal Officer
and Director of Distributors and Director of InterCapital and DWSC; and
Thomas C. Schneider, Executive Vice President and Chief Strategic and
Administrative Officer of MSDWD and Executive Vice President, Chief Financial
Officer and Director of DWR, Distributors, InterCapital and DWSC.

The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585
Broadway, New York, New York 10036; the business address of the Executive
Officer and other Directors is Two World Trade Center, New York, New York
10048.

MSDWD has its offices at 1585 Broadway, New York, New York 10036. There
are various lawsuits pending against MSDWD involving material amounts which,
in the opinion of its management, will be resolved with no material effect on
the consolidated financial position of the company.

InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to those of the Funds listed in this Proxy
Statement and sets forth the fees payable to InterCapital by such companies,
including the Funds, and their net assets as of October 24, 1997.

InterCapital's wholly-owned subsidiary, DWSC, pursuant to an
Administration Agreement with MIOT, serves as the Administrator of MIOT and
receives from the Fund compensation which is computed and accrued weekly and
payable monthly and which is determined by applying the annual rate of 0.30%
to the Fund's average weekly net assets. During the fiscal year ended May 31,
1997 for MIOT, the Fund accrued to DWSC administrative fees of $532,100.

16
<PAGE>

During the fiscal year ended September 30, 1997 for DWGIT, September 30,
1997 for HIAT, July 31, 1997 for HIAT II, September 30, 1997 for ICIS, and
May 31, 1997 for MIOT, each Fund accrued to DWT, each Fund's Transfer Agent
and an affiliate of InterCapital, transfer agency fees of $291,968, $108,576,
$131,587, $151,795 and $93,895, respectively.

AFFILIATED BROKER

Because DWR and InterCapital are under the common control of MSDWD, DWR is
an affiliated broker of the Funds. During each of their respective last
fiscal years, each Fund paid no brokerage commissions to DWR. During the
period June 1 through July 31, 1997 for HIAT II and June 1 through September
30, 1997 for DWGIT, HIAT and ICIS, those Funds did not pay any brokerage
commissions to Morgan Stanley & Co., Inc., which broker-dealer became an
affiliate of InterCapital on May 31, 1997 upon consummation of the merger of
Dean Witter, Discover & Co. with Morgan Stanley Group Inc.

(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees/Directors of each Fund have unanimously selected the firm of
Price Waterhouse LLP as each Fund's independent accountants for the fiscal
years ending September 30, 1998 for DWGIT, HIAT and ICIS; for the fiscal year
ending July 31, 1998 for HIAT II; and for the fiscal year ending May 31, 1998
for MIOT. Its selection is being submitted for ratification or rejection by
Shareholders of each Fund at the Meetings. Price Waterhouse LLP has been the
independent accountants for each Fund since its inception, and has no direct
or indirect financial interest in any of the Funds.

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

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

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

(3) FOR HIAT, HIAT II AND ICIS, ELIMINATION OF EACH FUND'S FUNDAMENTAL POLICY
REGARDING INVESTMENTS IN RESTRICTED SECURITIES

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

In recognition of the increased size and liquidity of the institutional
market for unregistered securities and the importance of institutional
investors in the capital formation process, the Securities and Exchange
Commission in recent years has advanced rule and legislative proposals
designed to facilitate efficient trading of restricted securities among
institutional investors. The most important of these, Rule 144A under the
Securities Act of 1933 (the "1933 Act"), allows for broad institutional
trading for securities subject to restriction on resale to the general
public. This in turn, has served to broaden the market for such securities
and increase the number of offerings of restricted securities in the
marketplace. Presently, the markets for certain types of

17
<PAGE>
securities such as repurchase agreements, commercial paper, high yield
securities, convertible securities, many types of municipal securities and
some corporate bonds and notes are almost exclusively institutional. These
instruments are often either exempt from registration or sold in transactions
not requiring registration. As these institutional markets continue to
develop and increase in size, the Funds would be constrained by their current
investment restrictions from increased participation in these markets.

Both HIAT and HIAT II, in accordance with their investment policies, have
portfolios which are primarily comprised of high yield securities. In recent
years, the number of high yield issues coming to market increasingly have
been Rule 144A securities. The Investment Manager believes that elimination
of the current investment restrictions regarding restricted securities will
enable both Funds to participate more fully in investment opportunities in
the high yield market. ICIS, in accordance with its investment policies, may
invest a large portion of its assets in commercial paper and corporate bonds
and notes and may also invest a smaller portion of its assets in higher
yielding securities. As discussed above, the institutional markets for these
types of securities issued without registration under the 1933 Act continue
to develop. Consequently, the Investment Manager is of the opinion that the
elimination of this Fund's current restriction regarding restricted
securities will allow ICIS greater access to such markets.

As closed-end investment companies, each of the Funds may hold a
significant amount of Restricted Securities in their portfolios, and, because
of this closed-end structure, plus the fact that the shares of all three
Funds are traded on the New York Stock Exchange, the Funds are not subject to
regulatory limits on the amount of such securities which they may hold, as is
the case with open-end investment companies, which are subject to limits in
order to meet redemption requests. Consequently, the restrictions as
currently existing are overbroad and unnecessary given the structure of the
Funds.

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

REQUIRED VOTE

Implementation of this proposal for each Fund requires approval at the
Meeting by a majority of the outstanding voting securities of each Fund, as
defined in the 1940 Act. Such a majority means the affirmative vote of the
holders of: (a) 67% or more of the shares of the Fund present, in person or
by proxy, at the Meeting, if the holders of more than 50% of the outstanding
shares are so present, or (b) more than 50% of the outstanding shares of the
Fund, whichever is less.

THE BOARD OF EACH FUND RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICY AS DESCRIBED ABOVE.

ADDITIONAL INFORMATION

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

18
<PAGE>
a majority of the applicable Fund's shares present in person or by proxy at
the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which have been received by the date of the Meeting.

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

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Fund must be received, as set
forth in each Fund's previous proxy statement, by no later than July 3, 1998
for DWGIT, HIAT, HIAT II, ICIS and MIOT, 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, AND, IN THE CASE OF DWGIT, HIAT AND
ICIS, 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

MSDWD, 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 MSDWD.
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

<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 October
24, 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 10/24/97 NET ASSETS
---------------------------- -------------------------------------
<S> <C> <C>
1. DEAN WITTER HIGH YIELD SECURITIES INC.* .... $ 3,893,022 (Class A) 0.50% on assets up to $500 million,
41,767,953 (Class B) scaled down at various asset levels
14,036,620 (Class C) to 0.30% on assets over $3 billion
475,630,951 (Class D)

2. DEAN WITTER U.S. GOVERNMENT SECURITIES
TRUST*...................................... $ 15,786,162 (Class A) 0.50% on assets up to $1 billion,
5,567,020,447 (Class B) scaled down at various asset levels
2,562,663 (Class C) to 0.30% on assets over $12.5
9,025,937 (Class D) billion

3. DEAN WITTER CONVERTIBLE SECURITIES TRUST* .. $ 92,946 (Class A) 0.60% on assets up to $750 million,
316,660,599 (Class B) scaled down at various asset levels
821,942 (Class C) to 0.425% on assets over $3 billion
20,580 (Class D)

4. DEAN WITTER FEDERAL SECURITIES TRUST* ...... $ 2,025,106 (Class A) 0.55% on assets up to $1 billion,
621,519,071 (Class B) scaled down at various asset levels
443,113 (Class C) to 0.35% on assets over $12.5
53,360 (Class D) billion

5. INTERCAPITAL INCOME SECURITIES INC.** ...... $ 221,218,466 0.50%

6. HIGH INCOME ADVANTAGE TRUST**............... $ 153,881,993 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**............ $ 206,568,789 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**........... $ 80,486,226 0.75% on assets up to $250 million,
scaled down at various asset levels
to 0.30% on assets over $1 billion
9. DEAN WITTER INTERMEDIATE INCOME
SECURITIES*................................. $ 1,193,516 (Class A) 0.60% on assets up to $500 million,
164,469,104 (Class B) scaled down at various asset levels
72,730 (Class C) to 0.30% on assets over $1 billion
5,252,191 (Class D)

10. DEAN WITTER WORLD WIDE INCOME TRUST* ...... $ 717,867 (Class A) 0.75% on assets up to $250 million,
94,712,180 (Class B) scaled down at various asset levels
110,355 (Class C) to 0.30% on assets over $1 billion
28,992 (Class D)
11. DEAN WITTER GOVERNMENT INCOME TRUST** ..... $ 430,322,999 0.60%

12. DEAN WITTER GLOBAL SHORT-TERM INCOME FUND
INC.*...................................... $ 61,100,011 0.55% on assets up to $500 million
and 0.50% on assets over $500
million

A-1
<PAGE>
CURRENT INVESTMENT
MANAGEMENT FEE RATE(S)
NET ASSETS AS A PERCENTAGE OF
AS OF 10/24/97 NET ASSETS
---------------------------- -------------------------------------
13. DEAN WITTER SHORT-TERM U.S. TREASURY
TRUST*..................................... $ 250,489,054 0.35%

14. DEAN WITTER DIVERSIFIED INCOME TRUST* ..... $ 4,458,588 (Class A) 0.40%
915,927,133 (Class B)
3,584,299 (Class C)
99,475 (Class D)
15. DEAN WITTER SHORT-TERM BOND FUND* ......... $ 72,372,632 0.70%(1)

16. DEAN WITTER HIGH INCOME SECURITIES* ....... $1,495,655,981 0.50% on assets up to $500 million
and 0.425% on assets over $500
million.
17. PRIME INCOME TRUST**....................... $1,376,499,238 0.90% on assets up to $500 million
and 0.85% on assets over $500
million
18. DEAN WITTER BALANCED INCOME FUND* ......... $ 501,632 (Class A) 0.60%
29,482,544 (Class B)
28,780,276 (Class C)
10,023 (Class D)
19. DEAN WITTER RETIREMENT SERIES:*
(a) U.S. GOVERNMENT SECURITIES SERIES ..... $ 9,855,195 0.65% (2)
(b) INTERMEDIATE INCOME SECURITIES SERIES . $ 2,432,219 0.65% (2)

20. DEAN WITTER VARIABLE INVESTMENT SERIES:***
(a) QUALITY INCOME PLUS PORTFOLIO ......... $ 466,173,518 0.50% on assets up to $500 million
and 0.45% on assets over $500
million
(b) HIGH YIELD PORTFOLIO................... $ 345,363,295 0.50%

21. DEAN WITTER SELECT DIMENSIONS INVESTMENT
SERIES:***
(a) DIVERSIFIED INCOME PORTFOLIO........... $ 56,698,627 0.40%
(b) NORTH AMERICAN GOVERNMENT SECURITIES
PORTFOLIO.............................. $ 4,776,260 0.65% (of which 40% is paid to a
Sub-Adviser)
22. DEAN WITTER INTERMEDIATE TERM U.S.
TREASURY TRUST*............................ $ 170,987,541 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, through December 31, 1997, to continue to
assume all operating expenses of Dean Witter Short-Term Bond Fund
(except for any brokerage fees) and to waive the compensation provided
for in its investment management agreement with that company.
(2) InterCapital has undertaken, through December 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, through February 28, 1998, to continue to
assume all operating expenses of Dean Witter Intermediate Term U.S.
Treasury Trust (except for any 12b-1 fees and brokerage expenses) and
to waive the compensation provided for in its investment management
agreement with that company.

A-2
<PAGE>
InterCapital serves as investment adviser to MIOT and as investment
manager or investment adviser to the other investment companies listed below
which have similar investment objectives to those of MIOT. Set forth below is
a chart showing the net assets of each such investment company as of October
24, 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
AS OF 10/24/97 OF NET ASSETS
--------------------------- ----------------------------------
<S> <C> <C>
1. DEAN WITTER CALIFORNIA TAX-FREE INCOME
FUND*..................................... $ 113,679 (Class A) 0.55% on assets up to
912,266,682 (Class B) $500 million, scaled down at
2,552,721 (Class C) various asset levels to 0.45% on
10,068 (Class D) assets over $1.25 billion

2. DEAN WITTER LIMITED TERM MUNICIPAL
TRUST*.................................... $ 55,641,882 0.50%

3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES
TRUST*.................................... $ 3,716,994 0.35%

4. DEAN WITTER NATIONAL MUNICIPAL TRUST* .... $ 87,341,136 0.35%

5. DEAN WITTER NEW YORK TAX-FREE INCOME
FUND*..................................... $ 81,608 (Class A) 0.55% on assets up to
172,086,811 (Class B) $500 million and 0.525% on
74,498 (Class C) assets over $500 million
10,068 (Class D)

6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* . $ 2,556,848 (Class A) 0.50% on assets up to
5,265,621 (Class B) $500 million, scaled down at
1,938,923 (Class C) various asset levels to 0.325%
1,100,555,814 (Class D) on assets over $1.25 billion

7. INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST**............................ $ 248,651,350 0.35%

8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES**.............................. $ 209,480,707 0.35%

9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES**.............................. $ 64,933,687 0.35%

10. INTERCAPITAL INSURED MUNICIPAL BOND
TRUST**.................................. $ 109,777,038 0.35%

11. INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST**.................................. $ 589,076,991 0.35%

12. INTERCAPITAL INSURED MUNICIPAL
SECURITIES**............................. $ 138,600,721 0.35%

13. INTERCAPITAL INSURED MUNICIPAL TRUST** .. $ 487,296,267 0.35%

14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES**............................. $ 95,971,165 0.35%

15. INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST**.................................. $ 742,051,938 0.35%

A-3
<PAGE>
CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 10/24/97 OF NET ASSETS
--------------------------- ----------------------------------
16. INTERCAPITAL QUALITY MUNICIPAL
INVESTMENT TRUST**....................... $ 384,411,110 0.35%

17. INTERCAPITAL QUALITY MUNICIPAL
SECURITIES**............................. $ 362,749,075 0.35%

18. MUNICIPAL INCOME TRUST**................. $ 303,100,399 0.35% on assets up to
$250 million and 0.25% on assets
over $250 million

19. MUNICIPAL INCOME TRUST II**.............. $ 274,927,002 0.40% on assets up to
$250 million and 0.30% on assets
over $250 million

20. MUNICIPAL INCOME TRUST III**............. $ 63,244,710 0.40% on assets up to
$250 million and 0.30% on assets
over $250 million

21. MUNICIPAL INCOME OPPORTUNITIES TRUST** .. $ 181,426,657 0.50%

22. MUNICIPAL INCOME OPPORTUNITIES
TRUST II**............................... $ 178,458,873 0.50%

23. MUNICIPAL INCOME OPPORTUNITIES
TRUST III**.............................. $ 104,984,005 0.50%

24. MUNICIPAL PREMIUM INCOME TRUST** ........ $ 352,798,584 0.40%

25. DEAN WITTER SELECT MUNICIPAL
REINVESTMENT FUND***..................... $ 92,788,502 0.50%

26. DEAN WITTER HAWAII MUNICIPAL TRUST* .... $ 4,631,627 0.35% (1)
</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, through December 31, 1997, to continue to
assume all operating expenses (except for any 12b-1 and brokerage fees)
of Dean Witter Hawaii Municipal Trust and to waive the compensation
provided for in its investment management agreement with that company.

A-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 Annual Meeting of Shareholders of
Dean Witter Government Income Trust on December 18, 1997, at 3:00 p.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated October 31, 1997 as follows:

(Continued on reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE TRUSTEES AND FOR 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

1. Election of three (3) Trustees:

FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]

Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder

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

2. Ratification of appointment of Price Waterhouse LLP as independent
accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Date
------------------------------------

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

- ------------------------------------------------------------------------------
Shareholder sign in the box above

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

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

- ------------------------------------------------------------------------------
PRX 00123 PLEASE DETACH AT PERFORMATION

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 Annual Meeting of Shareholders of
High Income Advantage Trust on December 18, 1997, at 3:00 p.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated October 31, 1997 as follows:

(Continued on reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE TRUSTEES AND FOR PROPOSALS 2 AND 3 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

1. Election of four (4) Trustees:

FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]

Edwin J. Garn, John R. Haire, Michael E. Nugent, Philip L. Purcell

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

2. Ratification of appointment of Price Waterhouse
LLP as independent accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Elimination of Fundamental Policy Regarding Investments in Restricted
Securities.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

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

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

- -------------------------------------------------------------------------------
Shareholder sign in the box above

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

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

- -------------------------------------------------------------------------------
PRX 00122 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 Annual Meeting of Shareholders of
High Income Advantage Trust II on December 18, 1997, at 3:00 p.m., New York
City time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated October 31, 1997 as follows:

(Continued on reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE TRUSTEES AND FOR PROPOSALS 2 AND 3 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

1. Election of three (3) Trustees:

FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]

Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder

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

2. Ratification of appointment of Price Waterhouse
LLP as independent accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Elimination of Fundamental Policy Regarding Investments in Restricted
Securities.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

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

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

- -------------------------------------------------------------------------------
Shareholder sign in the box above

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

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

- -------------------------------------------------------------------------------
PRX 116 PLEASE DETACH AT PERFORATION

HIGH INCOME ADVANTAGE TRUST II

- -------------------------------------------------------------------------------
IMPORTANT

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

<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 Annual Meeting of Stockholders of
InterCapital Income Securities Inc. on December 18, 1997, at 3:00 p.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated October 31, 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 DIRECTORS AND FOR PROPOSALS 2 AND 3 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

1. Election of nine (9) Directors:

FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]

Michael Bozic, Charles Fiumefreddo, Edwin J. Garn,
John R. Haire, Wayne E. Hedien, Manuel H. Johnson,
Michael E. Nugent, Philip J. Purcell, John L. Schroeder

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

2. Ratification of appointment of Price Waterhouse
LLP as independent accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Elimination of Fundamental Policy Regarding Investments in Restricted
Securities.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

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

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

- -------------------------------------------------------------------------------
Shareholder sign in the box above

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

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

- -------------------------------------------------------------------------------
PRX 00098 PLEASE DETACH AT PERFORATION

INTERCAPITAL INCOME SECURITIES INC.

- -------------------------------------------------------------------------------
IMPORTANT

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

<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 Annual Meeting of Shareholders of
Municipal Income Opportunities Trust on December 18, 1997, at 3:00 p.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated October 31, 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

1. Election of three (3) Trustees:

FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]

Wayne E. Hedien, Manuel H. Johnson, John L. Schroeder

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

2. Ratification of appointment of Price Waterhouse LLP as independent
accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

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

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

- -------------------------------------------------------------------------------
Shareholder sign in the box above

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

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

- -------------------------------------------------------------------------------
PRX 00118 PLEASE DETACH AT PERFORATION

MUNICIPAL INCOME OPPORTUNITIES TRUST

- -------------------------------------------------------------------------------
IMPORTANT

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