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PRELIMINARY COPY
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ONLY

INTERCAPITAL INSURED MUNICIPAL SECURITIES

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 22, 1995

The Annual Meeting of Shareholders of INTERCAPITAL INSURED MUNICIPAL
SECURITIES (the "Trust"), an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts, will be held in the Conference
Center, Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048,
on June 22, 1995, at 9:00 a.m., New York City time, for the following
purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:

1. To elect ten (10) Trustees, three (3) to serve until the 1996
Annual Meeting, three (3) to serve until the 1997 Annual Meeting, and four
(4) to serve until the 1998 Annual Meeting, or, in each case, until their
successors shall have been elected and qualified;

2. To approve or disapprove the continuance of the Trust's currently
effective Investment Management Agreement with Dean Witter InterCapital
Inc.;

3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending October 31,
1995; and

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

Shareholders of record as of the close of business on April 20, 1995 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 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 Trust's
shares present in person or by proxy at the meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal to approve continuance of the
Investment Management Agreement and will vote against any such adjournment
those proxies to be voted against that proposal.

SHELDON CURTIS,
Secretary

April , 1995
New York, New York

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

YOU CAN HELP THE TRUST 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.
- -------------------------------------------------------------------------------

INTERCAPITAL INSURED MUNICIPAL SECURITIES

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 1995

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of Intercapital Insured Municipal
Securities (the "Trust"), for use at the Annual Meeting of Shareholders of the
Trust to be held on June 22, 1995 (the "Meeting"), and at any adjournments
thereof.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of Proposals 2 and 3 as set forth in the attached Notice
of Annual Meeting 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 Trust, execution and delivery of a later dated proxy to the
Secretary of the Trust, or attendance and voting at the Meeting.

Shareholders of record as of the close of business on April 20, 1995, the
record date for the determination of Shareholders entitled to notice of and
to vote at the Meeting, are entitled to one vote for each share held and a
fractional vote for a fractional share. On April 20, 1995, there were
outstanding shares of beneficial interest of the Trust, all with $.01 par
value. No person was known to own as much as 5% of the outstanding shares of
the Trust on that date. The Trustees and officers of the Trust, together,
owned less than 1% of the Trust's outstanding shares on that date. The
percentage ownership of shares of the Trust changes from time to time
depending on purchases and sales by shareholders and the total number of
shares outstanding.

The cost of soliciting proxies for the Meeting, consisting principally of
mailing and printing expenses, will be borne by the Trust. The solicitation
of proxies will be by mail, which may be supplemented by solicitation by
mail, telephone or otherwise through Trustees and officers of the Trust and
officers and regular employees of Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Manager"), without special compensation
therefor. The first mailing of this proxy statement is expected to be made on
or about April , 1995.

(1) ELECTION OF TRUSTEES

The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at ten. At this first Shareholder Meeting of
the Trust, ten nominees are to be elected to the Trust's Board of Trustees.

Eight of the current ten Trustees (Jack F. Bennett, Michael Bozic, Edwin
J. Garn, John R. Haire, Manuel H. Johnson, Paul Kolton, Michael E. Nugent,
and John L. Schroeder) are "Independent Trustees", that is, Trustees who are
not "interested persons" of the Trust, as that term is defined in the
Investment Company Act of 1940, as amended (the "Act"). The nominees for
election as Trustees have been proposed by the

Trustees now serving or, in the case of the nominees for positions as
Independent Trustees, by the Independent Trustees now serving. Messrs. Bozic,
Purcell and Schroeder were elected as Trustees by the Trustees on April 8,
1994. All of the other Trustees were previously elected by InterCapital, the
Trust's then sole shareholder, prior to the public offering of shares of the
Trust.

The nominees of the Board of Trustees for election as Trustees are listed
below. It is the intention of the persons named in the enclosed form of Proxy
to vote the shares represented by them for the election of these nominees:
Jack F. Bennett, Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John
R. Haire, Manuel H. Johnson, Paul Kolton, Michael E. Nugent, Philip J.
Purcell and John L. Schroeder. Should any of the nominees become unable or
unwilling to accept nomination or election, the persons named in the Proxy
will exercise their voting power in favor of such person or persons as the
Board may recommend. All of the nominees have consented to being named in
this proxy statement and to serve if elected. The Trust knows no reason why
any of said nominees would be unable or unwilling to accept nomination or
election. Trustees will be elected by a plurality of the votes cast at the
meeting. Abstentions and broker "non-votes" will have the same effect as a
vote against the proposal.

Pursuant to the provisions of the Declaration of Trust, the nominees for
election as Trustees are divided into three separate classes, each class
having a term of three years. The term of office of one of each of the three
classes will expire each year.

The Board has determined that the nominees for election as Trustee shall
be standing for election as Trustee in each of the three classes of Trustee
as follows: Class I -- Messrs. Bennett, Bozic and Fiumefreddo; Class
II--Messrs. Johnson, Kolton and Schroeder; and Class III -- Messrs. Garn,
Haire, Nugent and Purcell. Each nominee will, if elected, serve a term of up
to approximately three years running for the period assigned to that class
and terminating at the date of the Annual Meeting of Shareholders so
designated by the Board, or any adjournment thereof. The term of office of
Trustees of Class I shall expire on the date of the Trust's second annual
meeting of Shareholders; of Class II on the date of the Trust's third annual
meeting; and of Class III on the date of the Trust's fourth annual meeting.
As a consequence of this method of election, the replacement of a majority of
the Board could be delayed for up to two years. In accordance with the above,
the Class I Trustees, if elected, will serve until the 1996 Annual Meeting,
the Class II Trustees, if elected, will serve until the 1997 Annual Meeting
and the Class III Trustees, if elected, will serve until the 1998 Annual
Meeting or until their successors shall have been elected and qualified.

The following information regarding each of the nominees for election as
Trustee, and each of the members of the Board, includes his principal
occupations and employment for at least the last five years, his age, shares
of the Trust owned, if any, as of April 20, 1995 (shown in parentheses),
positions with the Trust, and directorships or trusteeships in other
companies which file periodic reports with the Securities and Exchange
Commission, including the 76 investment companies, including the Trust, for
which InterCapital serves as investment manager or investment adviser
(referred to herein as the "Dean Witter Funds") and the 13 investment
companies for which InterCapital's wholly-owned subsidiary, Dean Witter
Services Company Inc. ("DWSC"), serves as manager and TCW Funds Management,
Inc. serves as investment adviser (referred to herein as the "TCW/DW Funds").

The nominees for Trustees to be elected at the Meeting are:

JACK F. BENNETT, Trustee since December, 1993; age 71; retired; Director
or Trustee of the Dean Witter Funds; formerly Senior Vice President and
Director of Exxon Corporation (1975-1989) and Under Secretary of the U.S.
Treasury for Monetary Affairs (1974-1975); Director of Philips Electronics
N.V., Tandem Computers Inc. and Massachusetts Mutual Insurance Co.; Director
or Trustee of various not-for-profit and business organizations.

MICHAEL BOZIC, Trustee since April, 1994; age 54; President and Chief
Executive Officer of Hills Department Stores (since May, 1991); formerly
Chairman and Chief Executive Officer (January, 1987-August, 1990) and
President and Chief Operating Officer (August, 1990-February, 1991) of the
Sears Merchandise Group of Sears, Roebuck and Co. ("Sears"); Director or
Trustee of the Dean Witter Funds; Director of Eaglemark Financial Services,
Inc., the United Negro College Fund and Domain Inc.

CHARLES A. FIUMEFREDDO,* Trustee since October, 1993; age 61; Chairman,
Chief Executive Officer and Director of InterCapital, DWSC and Dean Witter
Distributors Inc. ("Distributors"); Executive Vice President and Director of
Dean Witter Reynolds Inc. ("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
Dean Witter Trust Company ("DWTC"); Director and/or officer of various Dean
Witter, Discover & Co. ("DWDC") subsidiaries; formerly Executive Vice
President and Director of DWDC (until February, 1993).

EDWIN JACOB (JAKE) GARN, Trustee since December, 1993; age 62; 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); Member of the board of various civic and charitable
organizations.

JOHN R. HAIRE, Trustee since December, 1993; age 70; 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; Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education (1978-
October, 1989) and Chairman and Chief Executive Officer of Anchor
Corporation, an investment adviser (1964-1978); Director of Washington
National Corporation (insurance).

DR. MANUEL H. JOHNSON, Trustee since December, 1993; age 46; Senior
Partner, Johnson Smick International, Inc., a consulting firm; Koch Professor
of International Economics and Director of the Center for Global Market
Studies at George Mason University (since September, 1990); Co-Chairman and a
founder of the Group of Seven Council (G7C), an international economic
commission (since September, 1990); Director or Trustee of the Dean Witter
Funds; Trustee of the TCW/DW Funds; Director of Greenwich Capital Markets
Inc. (broker-dealer); formerly Vice Chairman of the Board of Governors of the
Federal Reserve System (February, 1986-August, 1990) and Assistant Secretary
of the U.S. Treasury (1982-1986).

PAUL KOLTON, Trustee since December, 1993; age 71; 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 Chairman of Financial Accounting Standards Advisory Council;
formerly Chairman and Chief Executive Officer of the American Stock Exchange;
Director of UCC Investors Holding Inc. (Uniroyal Chemical Company, Inc.);
Director or Trustee of various not-for-profit organizations.

MICHAEL E. NUGENT, Trustee since December, 1993; age 58; General Partner,
Triumph Capital, L.P., a private investment partnership (since April, 1988);
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(September, 1984-March, 1988); Director of various business organizations.

PHILIP J. PURCELL,* Trustee since April, 1994; age 51; Chairman of the
Board of Directors and Chief Executive Officer of DWDC, DWR and Novus Credit
Services Inc; Director of InterCapital, DWSC and Distributors; Director or
Trustee of the Dean Witter Funds; Director and/or officer of various DWDC
subsidiaries.

JOHN L. SCHROEDER, Trustee since April, 1994; age 64; Executive Vice
President and Chief Investment Officer of The Home Insurance Company (since
August, 1991); Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of Citizens Utilities Company; formerly Chairman and
Chief Investment Officer of Axe-Houghton Management and the Axe-Houghton
Funds (April, 1983-June, 1991) and President of USF&G Financial Services,
Inc. (June 1990-June 1991).

The executive officers of the Trust other than shown above are: Sheldon
Curtis, Vice President, Secretary and General Counsel; David A. Hughey, Vice
President; Robert M. Scanlan, Vice President; Edmund C. Puckhaber, Vice
President; James F. Willison, Vice President; and Thomas F. Caloia,
Treasurer. In addition, Peter M. Avelar, Katherine H. Stromberg, Joseph
Arcieri and Jonathan R. Page are Vice Presidents of the Trust and Marilyn K.
Cranney, Barry Fink, Lawrence S. Lafer, Lou Anne D. McInnis and Ruth Rossi
serve as Assistant Secretaries. Mr. Curtis is 63 years old and is currently
Senior Vice President, Secretary and General Counsel of InterCapital and DWSC
and Assistant Secretary of DWR; he is also Senior Vice President, Assistant
Secretary and Assistant General Counsel of Distributors and Senior Vice
President and Secretary of DWTC. Mr. Scanlan is 59 years old and is currently
President and Chief Operating Officer of InterCapital (since March, 1993) and
DWSC; he is also Executive Vice President of Distributors and Executive Vice
President and Director of DWTC. He was previously Executive Vice President of
InterCapital (November, 1990-March, 1993) and prior thereto was Chairman of
Harborview Group Inc. Mr. Hughey is 63 years old and is currently Executive
Vice President and Chief Administrative Officer of InterCapital and DWSC; he
is also Executive Vice President and Chief Administrative Officer of
Distributors and DWTC as well as a Director of DWTC. He was previously
President of DWTC (October, 1989-March, 1993). Mr. Puckhaber is 55 years old
and is currently Executive Vice President of InterCapital (since January,
1991) and Director of DWTC. Mr. Willison is 51 years old and is currently
Senior Vice President of InterCapital. Mr. Caloia is 48 years old and is
currently First Vice President of InterCapital and DWSC. Mr. Avelar is 35
years old and is currently Senior Vice President of InterCapital. He was
previously employed by PaineWebber Asset Management as a senior portfolio
manager (March, 1989-December, 1990). Ms. Stromberg is 46 years old and is
currently Vice President of InterCapital (since April, 1992). She was
formerly a portfolio manager with InterCapital (October, 1991-April, 1992)
and Vice President of Kidder Peabody Asset Management (October, 1985-October,
1991). Mr. Arcieri is 46 years old and is currently Vice President of
InterCapital. Mr. Page is 48 years old and is currently Senior Vice President
of InterCapital. Other than Mr. Scanlan, Mr. Avelar and Ms. Stromberg, each
of the above officers has been an employee of InterCapital or DWR (formerly
the corporate parent of InterCapital) for over five years.

BOARD OF TRUSTEES; RESPONSIBILITIES AND COMPENSATION OF INDEPENDENT TRUSTEES

As mentioned above, the Trust is one of the Dean Witter Funds, a group of
investment companies managed by InterCapital. As noted above, as of the date
of this Proxy Statement, there are a total of 76 Dean Witter Funds, comprised
of 116 portfolios. As of March 31, 1995, the Dean Witter Funds had total net
assets of approximately $ billion and more than five million shareholders.

- ---------------
* Messrs. Fiumefreddo and Purcell may be deemed "interested persons", as
defined in Section 2(a)(19) of the Act, of the Trust and its Investment
Manager, due to their affiliation with the Investment Manager and/or its
affiliated companies.

The Board of Directors or Trustees, consisting of ten (10) directors or
trustees, is the same for each of the Dean Witter Funds. Some of the Funds
are organized as business trusts, others as corporations, but the functions
and duties of directors and trustees are the same. Accordingly, directors and
trustees of the Dean Witter Funds are referred to in this section as
Trustees.

Eight Trustees, that is, 80% of the total number, have no affiliation or
business connection with InterCapital or any of its affiliated persons and do
not own any stock or other securities issued by InterCapital's parent
company, DWDC. These are the "disinterested" or "independent" Trustees. Five
of the eight Independent Trustees are also Independent Trustees of the TCW/DW
Funds. As of the date of this Proxy Statement, there are a total of 13 TCW/DW
Funds. Two of the Funds' Trustees, that is, the management Trustees, are
affiliated with InterCapital.

As noted in a federal court ruling, "[T]he independent directors . . . are
expected to look after the interests of shareholders by 'furnishing an
independent check upon management,' especially with respect to fees paid to
the investment company's sponsor." In addition to their general "watchdog"
duties, the Independent Trustees are charged with a wide variety of
responsibilities under the Act. In order to perform their duties effectively,
the Independent Trustees are required to review and understand large amounts
of material, often of a highly technical and legal nature.

The Dean Witter Funds seek as Independent Trustees individuals of
distinction and experience in business and finance, government service or
academia; that is, people whose advice and counsel are valuable and 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 of the demands made on their time by the Funds. Indeed, to serve on
the Funds' Boards, certain Trustees who would be qualified and in demand to
serve on bank boards would be prohibited by law from serving at the same time
as a director of a national bank and as a Trustee of a Fund.

The Independent Trustees are required to select and nominate individuals
to fill any Independent Trustee vacancy on the Board of any Fund that has a
Rule 12b-1 plan of distribution. Since most of the Dean Witter Funds have
such a plan, and since all of the Funds' Boards have the same members, the
Independent Trustees effectively control the selection of other Independent
Trustees of all the Dean Witter Funds.

GOVERNANCE STRUCTURE OF THE DEAN WITTER FUNDS

While the regulatory system establishes both general guidelines and
specific duties for the Independent Trustees, the governance arrangements
from one investment company group to another vary significantly. In some
groups the Independent Trustees perform their role by attendance at periodic
meetings of the board of directors with study of materials furnished to them
between meetings. At the other extreme, an investment company complex may
employ a full-time staff to assist the Independent Trustees in the
performance of their duties.

The governance structure of the Dean Witter Funds lies between these two
extremes. The Independent Trustees and the Funds' Investment Manager alike
believe that these arrangements are effective and serve the interests of the
Funds' shareholders. 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 Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting

agreements, continually reviewing Fund performance, checking on the pricing
of portfolio securities, brokerage commissions, transfer agent costs and
performance, and trading among Funds in the same complex, and approving
fidelity bond and related insurance coverage and allocations, as well as
other matters that arise from time to time.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's 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; advising the independent accountants
and management personnel that they have direct access to the Committee at all
times; and preparing and submitting Committee meeting minutes to the full
Board.

Finally, the Board of each Fund has established 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.

Committee meetings are sometimes held away from the offices of
InterCapital and sometimes in the Boardroom of InterCapital. These meetings
are held without management directors or officers being present, unless and
until they may be invited to the meeting for purposes of furnishing
information or making a report. These separate meetings provide the
Independent Trustees an opportunity to explore in depth with their own
independent legal counsel, independent auditors and other independent
consultants, as needed, the issues they believe should be addressed and
resolved in the interests of the Funds' shareholders.

For the fiscal period ended October 31, 1994, the Board of Trustees of the
Trust held 5 meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held 3, 10
and 1 meetings, respectively. No Trustee attended fewer than 75% of the
meetings of the Board of Trustees, the Audit Committee, the Committee of the
Independent Trustees or the Derivatives Committee held while he served in
such positions.

DUTIES OF CHAIRMAN OF COMMITTEES

The Chairman of the Committees 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 the issues, and arranges to have the
information furnished. He also arranges for the services of independent
experts to be provided to the Committees 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 all three
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 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 Committees 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 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.

VALUE 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 is in the best
interests of all the Funds' shareholders. This arrangement 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. It is believed 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 likelihood 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, it is believed that 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.

COMPENSATION OF INDEPENDENT TRUSTEES

The Trust will pay each Independent Trustee an annual fee of $1,200 plus a
per meeting fee of $50 for meetings of the Board of Trustees or committees of
the Board of Trustees attended by the Trustee (the Trust will pay the
Chairman of the Audit Committee an annual fee of $1,000 and will pay the
Chairman of the Committee of the Independent Trustees an additional annual
fee of $2,400, in each case inclusive of the Committee meeting fees). The
Trust will also reimburse such Trustees for travel and other out-of-pocket
expenses incurred by them in connection with attending such meetings.
Trustees and officers of the Trust who are or have been employed by the
Investment Manager or an affiliated company will not receive any compensation
or expense reimbursement from the Trust. The Trust commenced operations on
February 28, 1994.

At such time as the Trust has been in operation, and has paid fees to the
Independent Trustees, for a full fiscal year, and assuming that during the
fiscal year the Trust holds the same number of Board and committee meetings
as were held by the other Dean Witter Funds during the calendar year ended
December 31, 1994, it is estimated that compensation paid to each Independent
Trustee during such fiscal year will be the amount shown in the following
table.

TRUST COMPENSATION (ESTIMATED)

AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------

Jack F. Bennett ............ $ 1,950
Michael Bozic .............. 1,950
Edwin J. Garn .............. 1,950
John R. Haire .............. 4,900*
Dr. Manuel H. Johnson ..... 1,950
Paul Kolton ................ 1,950
Michael E. Nugent .......... 1,950
John L. Schroeder .......... 1,950
<FN>
* Of Mr. Haire's compensation from the Trust $3,400 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,000).

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1994 for
services to the 73 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Kolton and Nugent, the 13 TCW/DW Funds that were in operation at
December 31, 1994. With respect to Messrs. Haire, Johnson, Kolton and Nugent,
the TCW/DW Funds are included solely because of a limited exchange privilege
between those Funds and five Dean Witter Money Market Funds. Mr. Schroeder
was elected as a Trustee of the TCW/DW Funds on April 20, 1995.

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

FOR SERVICE AS TOTAL CASH
FOR SERVICE CHAIRMAN OF COMPENSATION
AS DIRECTOR OR FOR SERVICE AS COMMITTEES OF FOR SERVICES TO
TRUSTEE AND TRUSTEE AND INDEPENDENT 73 DEAN WITTER
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTORS/ FUNDS
OF 73 DEAN WITTER OF 13 TCW/DW TRUSTEES AND AND 13
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS AUDIT COMMITTEES TCW/DW FUNDS
- --------------------------- ----------------- ---------------- ---------------- ---------------

Jack F. Bennett ............ $125,761 -- -- $125,761
Michael Bozic .............. 82,637 -- -- 82,637
Edwin J. Garn .............. 125,711 -- -- 125,711
John R. Haire .............. 101,061 $66,950 $225,563** 393,574
Dr. Manuel H. Johnson ..... 122,461 60,750 -- 183,211
Paul Kolton ................ 128,961 51,850 34,200*** 215,011
Michael E. Nugent .......... 115,761 52,650 -- 168,411
John L. Schroeder .......... 85,938 -- -- 85,938
<FN>
** For the 73 Dean Witter Funds.
*** For the 13 TCW/DW Funds.

As of the date of this proxy statement, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees
as a group was less than 1 percent of the Trust's shares of beneficial
interest outstanding.

(2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE
INVESTMENT MANAGEMENT AGREEMENT

The Trust's investments are managed by Dean Witter InterCapital Inc.
(referred to herein as the "Investment Manager" or "InterCapital"), pursuant
to an Investment Management Agreement dated February 18, 1994 (referred to
herein as the "Management Agreement"), a copy of which is attached hereto as
an Exhibit.

The Management Agreement was initially approved by the Board of Trustees
of the Trust, including all of the Independent Trustees, at a meeting held on
December 2, 1993 and was approved by InterCapital, the then sole shareholder
of the Trust, on February 18, 1994. The Management Agreement's continuation
until April 30, 1996 was approved by the Trustees, including a majority of
the Independent Trustees, at a meeting of the Board held on April 20, 1995.
In the event shareholders do not approve continuance of the Management
Agreement by the required majority vote at the forthcoming meeting or an
adjournment thereof, the Board of Trustees of the Trust will take such action
as it deems to be in the best interest of the Trust and its shareholders,
which may include calling a special meeting of shareholders to vote on a new
investment management agreement.

In considering whether or not to approve the Management Agreement, the
Board of Trustees reviewed the terms of the agreement and considered all
materials and information deemed relevant to its determination. Among other
things, the Board considered the nature and scope of services to be rendered,
the quality of the Investment Manager's services and personnel, and the
appropriateness of the fees that are paid under the Management Agreement.
Based upon its review, the Board of Trustees, including all of the
Independent Trustees, determined that the approval of the Management
Agreement was in the best interests of the Trust and its shareholders.

The favorable vote of a majority of the outstanding voting securities of
the Trust is required for the approval of the Management Agreement. Such a
majority is defined in the Act as the lesser of: (a) 67% or more of the
shares present at the Meeting, if the holders of more than 50% of the
outstanding shares of the Trust are present or represented by proxy, or (b)
more than 50% of the outstanding shares. Abstentions and broker "non-votes"
will have the same effect as a vote against the proposal.

THE INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE MANAGEMENT AGREEMENT.

THE MANAGEMENT AGREEMENT

The Management Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy, securities
and commodity markets and securities and commodities as it deems necessary or
useful to discharge its duties under the Management Agreement, and that it
shall continuously supervise the management of the assets of the Trust in a
manner consistent with the investment objectives and policies of the Trust
and subject to such other limitations and directions as the Board may, from
time to time, prescribe.

The Management Agreement provides that the Investment Manager shall
continuously manage the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Manager has authority to place
orders for the purchase and sale of portfolio securities on behalf of the
Trust without prior approval of its Trustees. The Trustees review the
investment portfolio at their regular meetings. In addition, the Investment
Manager pays the compensation of the officers of the Trust and provides the
Trust with office space and equipment and such clerical help and bookkeeping
services and telephone service, heat, light, power and other utilities. The
Investment Manager also pays for the services of personnel in connection with
the pricing of the Trust's shares and the preparation of prospectuses, proxy
statements and reports required to be filed with

the Federal and state securities commissions (except insofar as the
participation or assistance of independent accountants and attorneys is, in
the opinion of the Investment Manager, necessary or desirable). In return for
its investment services and the expenses which the Investment Manager assumes
under the Management Agreement, the Trust pays the Investment Manager
compensation which is accrued weekly and payable monthly and which is
determined by applying the annual rate of 0.35% to the Trust's average weekly
net assets. Pursuant to the Management Agreement, the Trust accrued to the
Investment Manager total compensation of $331,312 during the fiscal period
ended October 31, 1994. The net assets of the Trust totalled $132,377,047 at
October 31, 1994.

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

The Management Agreement had an initial term ending April 30, 1995 and
provides that, after the initial period of effectiveness, it will continue in
effect from year to year thereafter provided such continuance is approved at
least annually by vote of a majority, as defined in the Act, of the
outstanding voting securities of the Trust or by the Trustees of the Trust,
and, in either event, by the vote cast in person by a majority of the
Trustees who are not parties to the Management Agreement or "interested
persons" of any such party (as defined in the Act) at a meeting called for
the purpose of voting on such approval. The Management Agreement's
continuation until April 30, 1996 was approved by the Trustees, including a
majority of the Independent Trustees, at a meeting of the Trustees held on
April 20, 1995, called for the purpose of approving the Management Agreement.

The Management Agreement also provides that it may be terminated at any
time by the Investment Manager, the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Trust, in each instance
without the payment of any penalty, on thirty days' notice and will
automatically terminate upon any assignment.

Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and its wholly- owned subsidiary, DWSC, DWSC began to provide
the administrative services to the Trust which were

previously performed directly by InterCapital. The foregoing internal
reorganization did not result in any change in the nature or scope of the
administrative services being provided to the Trust or any of the fees being
paid by the Trust for the overall services being performed under the terms of
the Management Agreement.

THE INVESTMENT MANAGER

Dean Witter InterCapital Inc. is the Trust's investment manager.
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 Dean Witter, Discover & Co. ("DWDC"), a balanced
financial services organization providing a broad range of nationally
marketed credit and investment products.

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

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

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

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 that of the Trust, and sets forth the net
assets and fees payable by such companies, including the Trust.

DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC 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.

During the fiscal period ended October 31, 1994, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Manager, transfer agency fees of $31,909.

AFFILIATED BROKER

Because DWR and InterCapital are under the common control of DWDC, DWR is
an affiliated broker of InterCapital. For the fiscal period ended October 31,
1994, the Trust paid no brokerage commissions to DWR.

(3) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees have unanimously selected the firm of Price Waterhouse LLP as
the Trust's independent accountants for the fiscal year ending October 31,
1995. Price Waterhouse LLP has been the independent accountants for the Trust
since its inception, and has no direct or indirect financial interest in the
Trust.

A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting of Shareholders and will be available to make a statement, if
he or she so desires, and to respond to appropriate questions of
Shareholders.

The affirmative vote of the holders of a majority of 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 the
Trust. Abstentions and broker "non-votes" will have the same effect as a vote
against a proposal.

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

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business at the Meeting
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 Trust's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of Proposal Two and will vote against any such adjournment those
proxies required to be voted against that proposal.

SHAREHOLDERS PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than December 22, 1995 for
inclusion in the proxy statement for that meeting.

REPORTS TO SHAREHOLDERS

The Trust's most recent Annual Report, for the fiscal period ended October
31, 1994, is available without charge upon request from Adrienne Ryan at Dean
Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey City,
New Jersey 07311 (telephone 1-800-526-3143) (toll-free).

OTHER BUSINESS

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

By Order of the Board of Trustees

Sheldon Curtis
Secretary

APPENDIX

InterCapital serves as investment manager or investment adviser to the
Trust and the other investment companies listed below which have similar
investment objectives to that of the Trust, with the net assets shown as of
, 1995.

CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF / /95 ADVISORY FEE RATE(S)
------------------ ----------------------------------

1.DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* ....... 0.55% on assets up to $500
million, scaled down at various
asset levels to 0.475% on assets
over $1 billion
2.DEAN WITTER LIMITED TERM MUNICIPAL TRUST* .......... 0.50%
3.DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* .... 0.35% (1)
4.DEAN WITTER NATIONAL MUNICIPAL TRUST* ............... 0.35% (2)
5.DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ......... 0.55% on assets up to $500 million
and 0.525% on assets over $500
million
6.DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ............ 0.50% on assets up to $500
million, scaled down at various
asset levels to 0.325% on assets
over $1.25 billion
7.INTERCAPITAL CALIFORNIA INSURED MUNICIPAL INCOME
TRUST** ............................................. 0.35%
8.INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** ........................................ 0.35%
9.INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** ........................................ 0.35%
10.INTERCAPITAL INSURED MUNICIPAL BOND TRUST** ........ 0.35%
11.INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** ...... 0.35%
12.INTERCAPITAL INSURED MUNICIPAL SECURITIES** ........ 0.35%
13.INTERCAPITAL INSURED MUNICIPAL TRUST** .............. 0.35%
14.INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** ........................................ 0.35%
15.INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** ...... 0.35%
16.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST** .. 0.35%
17.INTERCAPITAL QUALITY MUNICIPAL SECURITIES** ........ 0.35%
18.MUNICIPAL INCOME TRUST** ............................ 0.35% on assets up to $250 million
and 0.25% on assets over $250
million
19.MUNICIPAL INCOME TRUST II** ......................... 0.40% on assets up to $250 million
and 0.30% on assets over $250
million

A-1

CURRENT INVESTMENT
NET ASSETS MANAGEMENT OR
AS OF / /95 ADVISORY FEE RATE(S)
------------------ ----------------------------------

20.MUNICIPAL INCOME TRUST III** ........................ 0.40% on assets up to $250 million
and 0.30% on assets over $250
million
21.MUNICIPAL INCOME OPPORTUNITIES TRUST** .............. 0.50%
22.MUNICIPAL INCOME OPPORTUNITIES TRUST II** .......... 0.50%
23.MUNICIPAL INCOME OPPORTUNITIES TRUST III** ......... 0.50%
24.MUNICIPAL PREMIUM INCOME TRUST** .................... 0.40%
25.DEAN WITTER SELECT MUNICIPAL REINVESTMENT FUND*** .. 0.50%
<FN>
* Open-end investment company
** Closed-end investment company
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the
reinvestment of UIT distributions

(1) InterCapital has undertaken to assume all operating expenses (except
for any 12b-1 and brokerage fees) of the Massachusetts, Michigan,
Minnesota, New York and Ohio Series of Dean Witter Multi-State
Municipal Series Trust to the extent that they exceed 0.50% of daily
net assets and to waive the compensation provided for in its investment
management agreement with that company in respect to the aforementioned
Series until June 30, 1995.

(2) InterCapital has undertaken to assume all operating expenses (except
for any 12b-1 and brokerage fees) of Dean Witter National Municipal
Trust and to waive the compensation provided for in its investment
management agreement with that company until June 30, 1995.

A-2

EXHIBIT

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the 18th day of February, 1994, by and between
InterCapital Insured Municipal Securities, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Fund"), and Dean Witter InterCapital Inc., a Delaware corporation
(hereinafter called the "Investment Manager"):

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

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

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

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

Now, Therefore, this Agreement

W I T N E S S E T H:

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

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

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

E-1

(other than those maintained by the Fund's transfer agent, registrar,
custodian and other agencies). All such books and records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Manager shall surrender to the Fund such of the books and records so
requested.

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

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

5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including with- out limitation: the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing of certificates representing shares of the
Fund, all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel) the cost and expense
of printing, including typesetting, and distributing prospectuses for such
purposes; all expenses of shareholders' and trustees' meetings and of
preparing, printing and mailing of proxy statements and reports to
shareholders; fees and travel expenses of trustees or members of any advisory
board or committee who are not employees of the Investment Manager or any
corporate affiliate of the Investment Manager; all expenses incident to the
payment of any dividend or distribution program; charges and expenses of any
outside service used for pricing of the Fund's shares; charges and expenses
of legal counsel, including counsel to the Trustees of the Fund who are not
interested persons (as defined in the Act) of the Fund or the Investment
Manager, and of independent accountants, in connection with any matter
relating to the Fund; membership dues of industry associations; interest
payable on Fund borrowings; fees and expenses incident to the listing of the
Fund's shares on any stock exchange; postage; insurance premiums on property
or personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including but not limited to, legal claims
and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation, calculated from the day following
effectiveness hereof, determined by applying the annual rate of 0.35% to the
Fund's average weekly net assets. For the purposes of calculating the
management fee, the liquidation preference of any Preferred Shares issued by
the Fund will not be deducted from the Fund's total assets. Except as
hereinafter set forth, compensation under this Agreement shall be calculated
and accrued weekly and paid monthly by applying the annual rates to the
average weekly net assets of the Fund determined as of the close of the last
business day of each week. At the request of the Investment

E-2

Manager, compensation hereunder shall be calculated and accrued at more
frequent intervals in a manner consistent with the calculation of fees on a
weekly basis. If this Agreement becomes effective subsequent to the first day
of a month or shall terminate before the last day of a month, compensation
for that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above.

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

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

9. This Agreement shall remain in effect until April 30, 1995 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class) or by the Trustees of the Fund; provided,
that in either event such continuance is also approved annually by the vote
of a majority of the Trustees of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such party,
which vote must be cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that (a) the Fund may, at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the Investment Manager, either by majority
vote of the Trustees of the Fund or by the vote of a majority of the
outstanding voting securities of the Fund (Common Shares and Preferred Shares
voting together as a single class); (b) this Agreement shall immediately
terminate in the event of its assignment (to the extent required by the Act
and the rules thereunder) unless such automatic terminations shall be
prevented by an exemptive order of the Securities and Exchange Commission;
and (c) the Investment Manager may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.

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

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

12. The Declaration of Trust, as amended, establishing InterCapital
Insured Municipal Securities, dated October 14, 1993, a copy of which,
together with all amendments thereto (the "Declaration"), is on

E-3

file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name InterCapital Insured California Municipal Securities,
as amended, refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of InterCapital Insured California Municipal
Securities shall be held to any per- sonal liability, nor shall resort be had
to their private property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of said InterCapital Insured
California Municipal Securities, but the Trust Estate only shall be liable.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.

INTERCAPITAL INSURED MUNICIPAL SECURITIES

By /s/ Sheldon Curtis
...................................
Sheldon Curtis

Attest:
/s/ Marilyn K. Cranney
.......................................
Marilyn K. Cranney

DEAN WITTER INTERCAPITAL INC.

By /s/ Charles A. Fiumefreddo
...................................
Charles A. Fiumefreddo

Attest:
/s/ LouAnne McInnis
.......................................
LouAnne McInnis

E-4

INTERCAPITAL INSURED MUNICIPAL SECURITIES

ANNUAL MEETING OF SHAREHOLDERS--JUNE 22, 1995

PROXY

The undersigned hereby appoints SHELDON CURTIS, EDMUND C. PUCKHABER,
ROBERT M. SCANLAN, or any of them, proxies, each with the power of
substitution, to vote on behalf of the undersigned at the Annual Meeting of
Shareholders of INTERCAPITAL INSURED MUNICIPAL SECURITIES on June 22, 1995 at
9:00 a.m., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated April , 1995 as follows:

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

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

PLEASE MARK BOXES [X] OR [X] IN BLUE OR BLACK INK.
1. ELECTION OF TRUSTEES:
[ ] FOR THE NOMINEES
(except as marked to the contrary below)

[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)

Jack F. Bennett, Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Paul Kolton, Michael E. Nugent, Philip J. Purcell,
John L. Schroeder

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
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2. APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

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

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

Dated
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Signature
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Signature

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.