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

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Check the appropriate box:

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Section 240.14a-12

InterCapital Quality Municipal Income Trust
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrants as Specified in Its Charter)

Lou Anne McInnis
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(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

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INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 1997

The Annual Meeting of Shareholders of INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST (the "Trust"), an unincorporated business trust organized under the laws
of the Commonwealth of Massachusetts, will be held in the Conference Center,
44th Floor, 2 World Trade Center, New York, New York 10048, on October 24,
1997, at 11:00 a.m., New York City time, for the following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:

1. To elect three (3) Trustees to serve until the year 2000 Annual
Meeting, or until their successors shall have been elected and qualified;

2. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending October 31,
1997;

3. Shareholder proposal to amend the Trust's Declaration of Trust to
require each Trustee, within thirty days of election, to become a
Shareholder of the Trust (Note: The Trustees unanimously recommend a vote
AGAINST this proposal); 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 July 31, 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 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 have been received by the date of the Meeting.

BARRY FINK,
Secretary

August 26, 1997
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 QUALITY MUNICIPAL INCOME TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

OCTOBER 24, 1997

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST (the "Trust"), for use at the Annual Meeting of Shareholders of the Trust
to be held on October 24, 1997 (the "Meeting"), and at any adjournments
thereof. The first mailing of this proxy statement is expected to be made on or
about August 26, 1997.

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
to be elected by all Shareholders ("Shareholders") and in favor of Proposal 2
and against Proposal 3. 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 (if returned and received in time to be voted), or attendance and
voting at the Meeting. Attendance at the Meeting will not in and of itself
revoke a proxy.

Shareholders of record as of the close of business on July 31, 1997, 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 July 31, 1997, there were
outstanding 33,642,013 Common Shares of beneficial interest and 4,160 Preferred
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, officers of the Trust or officers and
regular employees of Dean Witter InterCapital Inc. ("InterCapital" or the
"Investment Manager"), Dean Witter Trust FSB ("DWT"), Dean Witter Services
Company Inc. ("DWSC") and/or Dean Witter Reynolds Inc. ("DWR"), without special
compensation therefor. In addition, the Trust may employ William F. Doring &
Co. as proxy solicitor, the cost of which is not expected to exceed $3,000 and
will be borne by the Trust.

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 Trust has 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 the Trust.

(1) ELECTION OF TRUSTEES

The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at nine. At the Meeting, three Trustees (Manuel
H. Johnson, Wayne E. Hedien and John L. Schroeder) are to be elected to the
Trust's Board of Trustees, by the holders of the Common Shares and Preferred
Shares voting together as a single class, to serve until the year 2000 Annual
Meeting, in accordance with the Trust's Declaration of Trust.

Six of the current Trustees (Michael Bozic, Edwin J. Garn, John R. Haire,
Manuel H. Johnson, Michael E. Nugent, and John L. Schroeder) plus Wayne E.
Hedien 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 "1940 Act"). (Mr. Hedien was elected by the Shareholders
of the Trust at a Special Meeting of Shareholders held on May 20, 1997 and
whose term as Trustee commences on September 1, 1997.) The other two current
Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are "interested
persons" (as that term is defined in the 1940 Act) of the Trust and
InterCapital and thus, are not Independent Trustees. 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. All of the Trustees have been elected previously by the
Shareholders of the Trust.

The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
Manuel H. Johnson, Wayne E. Hedien 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 or, in the case of an Independent
Trustee nominee, as the Independent Trustees 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 the said nominees would be unable or
unwilling to accept nomination or election. The election of the nominees listed
above requires the approval of a majority of shares of the Trust represented
and entitled to vote (Common Shares and Preferred Shares voting together as a
single class).

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 previously determined that any nominee for election as Trustee
will stand for election as Trustee and serve as Trustee in one of the three
classes of Trustee as follows: Class I--Messrs. Bozic and Fiumefreddo; Class
II--Messrs. Johnson, Hedien and Schroeder; and Class III--Messrs. Garn,
Haire, Nugent

and Purcell. Each nominee for Trustee at any Annual Meeting 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. In addition, the Board
has further determined that one each of the Class I Trustees and the Class III
Trustees will be designated to be elected by the Preferred Shareholders voting
separately. In this regard, Charles A. Fiumefreddo and John R. Haire have been
designated as the nominees to be elected to the Trust's Board of Trustees by
the Preferred Shareholders, the term of each to expire with his designated
Class. In accordance with the above, the Trustees in Class II are standing for
election at this Meeting and, if elected, will serve until the year 2000 Annual
Meeting or until their successors shall have been elected and qualified. As a
consequence of this method of election, the replacement of a majority of the
Board could be delayed for up to two years.

The following information regarding each of the nominees for election as
Trustee, and each of the other 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 July 31, 1997 (shown in parentheses), positions
with the Trust, and directorships or trusteeships in companies which file
periodic reports with the Securities and Exchange Commission, including the 84
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 14 investment companies for which InterCapital's
wholly-owned subsidiary, DWSC, serves as manager and TCW Funds Management, Inc.
serves as investment adviser (referred to herein as the "TCW/DW Funds").

The nominees for Trustee to be elected at the Meeting by all Shareholders
are:

MANUEL H. JOHNSON, Trustee 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); Trustee of the Financial Accounting Foundation
(oversight organization for the Financial Aaccounting Standards Board);
Director of Greenwich Capital Markets Inc. (broker-dealer); 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).

WAYNE E. HEDIEN, age 63; Retired; Director or Trustee of the Dean Witter
Funds (commencing on September 1, 1997); 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.

JOHN L. SCHROEDER, Trustee since April, 1994; age 66; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of The Home Insurance Company (August, 1991-September,
1995).

The Trustees who are not standing for reelection at the Meeting are:

MICHAEL BOZIC, Trustee since April, 1994; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November, 1995);
Director and 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., United Negro College Fund and
Weirton Steel Corporation.

CHARLES A. FIUMEFREDDO, Trustee since June, 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 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 Corporation (since
January, 1993); Director of Franklin Quest (time management systems) and John
Alden Corp. (health insurance); Member of the board of various civic and
charitable organizations.

JOHN R. HAIRE, Trustee since July, 1992, 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).

MICHAEL E. NUGENT, Trustee since July, 1992; 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 since April, 1994; age 53; 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.

The executive officers of the Trust other than shown above are: Barry
Fink, Vice President, Secretary and General Counsel; Robert M. Scanlan, Vice
President; Mitchell M. Merin, Vice President; Joseph J. McAlinden, Vice
President; Robert S. Giambrone, Vice President; James F. Willison, Vice
President; and Thomas F. Caloia, Treasurer. In addition, Peter M. Avelar,
Jonathan R. Page, Katherine H. Stromberg, Gerard J. Lian and Joseph Arcieri
are Vice Presidents of the Trust and Marilyn K. Cranney, Lou Anne D. McInnis,
Ruth Rossi, Carsten Otto, Frank Bruttomesso and Todd Lebo serve as Assistant
Secretaries. 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, 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.
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. 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 and Director of SPS Transaction Services, Inc. and various
other MSDWD subsidiaries. Mr. McAlinden is 54 years old and is currently
Executive Vice President of InterCapital and Director of DWT (since April,
1996); he is also Chief

Investment Officer of InterCapital. He was previously Senior Vice President
of InterCapital (June, 1995-April, 1996). He was formerly a Managing Director
of Dillon Reed. Mr. Giambrone is 43 years old and is currently Senior Vice
President of InterCapital, DWSC, Distributors and DWT (since August, 1995)
and a Director of DWT (since April, 1996). He was formerly a partner of KPMG
Peat Marwick, LLP. Mr. Willison is 53 years old and is currently Senior Vice
President of InterCapital. Mr. Caloia is 50 years old and is currently First
Vice President of InterCapital and Assistant Treasurer of InterCapital and
DWSC. Mr. Avelar is 38 years old and is currently Senior Vice President of
InterCapital. Mr. Lian is 42 years old and is currently Vice President of
InterCapital. Mr. Page is 50 years old and is currently Senior Vice President
of InterCapital. Ms. Stromberg is 48 years old and is currently Vice
President of InterCapital. Mr. Arcieri is 48 years old and is currently Vice
President of InterCapital. Other than Mr. Giambrone and Mr. McAlinden, each
of the above officers has been an employee of InterCapital or DWR (formerly
the corporate parent of InterCapital) for over five years.

THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES

The Board of Trustees currently consists of eight (8) trustees; as noted
above, Mr. Hedien's term will commence on September 1, 1997. These same
individuals also serve as directors or trustees for all of the Dean Witter
Funds, and are referred to in this section as Trustees. As of the date of this
Proxy Statement, there are a total of 84 Dean Witter Funds, comprised of 127
portfolios. As of July 31, 1997, the Dean Witter Funds had total net assets of
approximately $92.1 billion and more than six million shareholders.

Six Trustees and Mr. Hedien (77% 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,
MSDWD. These are the "disinterested" or "independent" Trustees. The other two
Trustees (the "Management Trustees") are affiliated with InterCapital. Four of
the six Independent Trustees are also Independent Trustees of the TCW/DW Funds.

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

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

The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
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; 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.

For the fiscal year ended October 31, 1996, the Board of Trustees of the
Trust held 6 meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held 3, 10 and
3 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 COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE

The Chairman of the Committee of the Independent Trustees and 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 Adviser 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 possibility of separate
groups of Independent Trustees arriving at conflicting decisions regarding
operations and management of the Funds and avoids the cost and confusion that
would likely ensue. Finally, having the same

Independent Trustees serve on all Fund Boards enhances the ability of each Fund
to obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Dean Witter Funds.

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or his
or her spouse is required to invest at least $25,000 in any of the Funds in the
Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds complex) on
whose boards the Trustee serves. In addition, the policy contemplates that the
Trustees will, over time, increase their aggregate investment in the Funds
above the $25,000 minimum requirement. The Trustees may allocate their
investments among specific Funds in any manner they determine is appropriate
based on their individual investment objectives. As of the date of this proxy
statement, each Trustee is in compliance with the policy. Any future Trustee
will be given a one year period following his or her election within which to
comply with the foregoing. As of June 30, 1997, the total value of the
investments by the Trustees and/or their spouses in shares of the Dean Witter
Funds (and, if applicable, the TCW/DW Funds) was approximately $9.5 million.

As of the record date for this meeting, 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.

COMPENSATION OF INDEPENDENT TRUSTEES

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

The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended October 31, 1996.

TRUST COMPENSATION

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

Michael Bozic .............. $1,750
Edwin J. Garn .............. 1,800
John R. Haire .............. 3,850
Dr. Manuel H. Johnson....... 1,750
Michael E. Nugent .......... 1,750
John L. Schroeder........... 1,750

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1996 for services
to the 82 Dean Witter Funds and, in the case of Messrs. Haire, Johnson, Nugent
and Schroeder, the 14 TCW/DW Funds that were in operation at December 31, 1996.
With respect to Messrs. Haire, Johnson, Nugent and Schroeder, the TCW/DW Funds
are included solely because of a limited exchange privilege between those Funds
and five Dean Witter Money Market Funds.

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

FOR SERVICE AS
CHAIRMAN OF FOR SERVICE AS
COMMITTEES OF CHAIRMAN OF
FOR SERVICE INDEPENDENT COMMITTEES OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTOR/TRUSTEES INDEPENDENT COMPENSATION
TRUSTEE AND TRUSTEE AND AND AUDIT TRUSTEES AND FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 82 AUDIT 82 DEAN WITTER
OF 82 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 FUNDS AND 14
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS TCW/DW FUNDS TCW/DW FUNDS
- --------------------------- ----------------- ---------------- ----------------- ---------------- ---------------

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

As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including the Trust, have adopted a retirement program under which an
Independent Trustee who retires after serving for at least five years (or such
lesser period as may be determined by the Board) as an Independent Director or
Trustee of any Dean Witter Fund that has adopted the retirement program (each
such Fund referred to as an "Adopting Fund" and each such Trustee referred to
as an "Eligible Trustee") is entitled to retirement payments upon reaching the
eligible retirement age (normally, after attaining age 72). Annual payments are
based upon length of service. Currently, upon retirement, each Eligible Trustee
is entitled to receive from the Adopting 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 <F1> percentages may be changed by the Board.(1)
"Eligible Compensation" is one-fifth of the total compensation earned by such
Eligible Trustee for service to the Adopting Fund in the five year period prior
to the date of the Eligible Trustee's retirement. Benefits under the retirement
program are not secured or funded by the Adopting Funds.

- -----------------
(1) An Eligible Trustee may elect alternate payments of his or her retirement
benefits based upon the combined life expectancy of such Eligible Trustee
and his or her spouse on the date of such Eligible Trustee's retirement.
The amount estimated to be payable under this method, through the
remainder of the later of the lives of such Eligible Trustee and spouse,
will be the actuarial equivalent of the Regular Benefit. In addition, the
Eligible Trustee may elect that the surviving spouse's periodic payment of
benefits will be equal to either 50% or 100% of the previous periodic
amount, an election that, respectively, increases or decreases the
previous periodic amount so that the resulting payments will be the
actuarial equivalent of the Regular Benefit.

The following table illustrates the retirement benefits accrued to the
Trust's Independent Trustees by the Trust for the fiscal year ended March 31,
1997 and by the 57 Dean Witter Funds (including the Trust) for the year ended
December 31, 1996, and the estimated retirement benefits for the Trust's
Independent Trustees, to commence upon their retirement, from the Trust as of
March 31, 1997 and from the 57 Dean Witter Funds as of December 31, 1996.

RETIREMENT BENEFITS FROM THE TRUST AND ALL DEAN WITTER FUNDS

FOR ALL FUNDS RETIREMENT
------------------------------ BENEFITS ESTIMATED ANNUAL
ESTIMATED ACCRUED AS BENEFITS
CREDITED YEARS ESTIMATED EXPENSES UPON RETIREMENT(2)
OF SERVICE AT PERCENTAGE OF --------------------------- -------------------------
NAME OF INDEPENDENT RETIREMENT ELIGIBLE BY THE BY ALL FROM THE FROM ALL
TRUSTEE (MAXIMUM 10) COMPENSATION TRUST ADOPTING FUNDS TRUST ADOPTING FUNDS
- -------------------------- -------------- --------------- ------------ -------------- ---------- --------------

Michael Bozic ............. 10 50.0% $ 357 $20,147 $ 850 $ 51,325
Edwin J. Garn ............. 10 50.0 595 27,772 850 51,325
John R. Haire ............. 10 50.0 3,419 46,952 1,961 129,550
Dr. Manuel H. Johnson .... 10 50.0 240 10,926 850 51,325
Michael E. Nugent ......... 10 50.0 450 19,217 850 51,325
John L. Schroeder.......... 8 41.7 686 38,700 708 42,771

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

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

THE INVESTMENT MANAGER AND THE INVESTMENT MANAGEMENT AGREEMENT

InterCapital serves as the investment manager for the Trust pursuant to an
investment management agreement entered into between the Trust and InterCapital
dated May 31, 1997 (the "Management Agreement") which took effect upon the
consummation of the merger of Dean Witter, Discover & Co. with Morgan Stanley
Group Inc. The Management Agreement was approved by the Board of Trustees of
the respective Trust on February 21, 1997 and by the Trust's Shareholders at a
Special Meeting of Shareholders held on May 20, 1997. The Management Agreement
supersedes an earlier investment management agreement between the Trust and
InterCapital and is identical in all material respects, including fees payable
by the Trust thereunder, to the earlier investment management agreement, except
for the dates of effectiveness and termination.

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.

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 governmental agencies; costs and expenses of engraving or printing of
certificates representing shares of the Trust; all costs and expenses in
connection with registration and maintenance of registration of the Trust and
of its shares with the Securities and Exchange Commission and various states
and other jurisdictions (including filing fees and legal fees and disbursements
of counsel); the cost and expense of printing, including typesetting, and
distributing prospectuses 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
for industry associations; interest payable on the Trust's borrowings; fees and
expenses incident to the listing of the Trust's shares on any stock exchange;
postage; insurance premiums on property or personnel (including officers and
Trustees) of the Trust which inure to its benefit; and extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and costs
of the Trust's operations unless otherwise explicitly provided in the
Management Agreement.

The Investment Manager pays the compensation of the officers of the Trust
and provides the Trust with office space and equipment, and clerical 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 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 services and the
expenses 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. For the fiscal year ended October 31,
1996, the Trust accrued to the Investment Manager pursuant to the Management
Agreement, total compensation of $2,605,581. The net assets of the Trust
totalled $734,799,115 at October 31, 1996. The administrative services called
for under the Management Agreement are performed by DWSC, a wholly-owned
subsidiary of InterCapital, pursuant to a Services Agreement between
InterCapital and DWSC.

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

The Management Agreement also provides that it may be terminated at any time
by the Investment Manager, the Trustees or by a vote of a majority of the
outstanding voting securities (Common Shares and Preferred Shares voting
together as a single class) of the Trust, in each instance without the payment
of any penalty, on thirty days' notice and provides for its automatic
termination in the event of its assignment.

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 MSDWD.

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, InterCapital, DWSC 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 and 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.

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 fees
payable to InterCapital by such companies, including the Trust, and their net
assets as of July 31, 1997.

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.

During the fiscal year ended October 31, 1996, the Trust accrued to DWT, the
Trust's Transfer Agent and an affiliate of the Investment Manager, transfer
agency fees of $187,876.

AFFILIATED BROKERAGE

Because DWR and InterCapital are under the common control of MSDWD, DWR is
an affiliated broker of InterCapital. During the fiscal year ended October 31,
1996, the Trust did not pay any brokerage commissions to DWR.

(2) 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,
1997. Its selection is being submitted for ratification or rejection by
shareholders at the meeting. 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
Meeting 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 the Trust.

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

(3) SHAREHOLDER PROPOSAL TO AMEND THE TRUST'S DECLARATION
OF TRUST TO REQUIRE THAT EACH TRUSTEE, WITHIN THIRTY DAYS
OF ELECTION, BECOME A SHAREHOLDER OF THE TRUST

The Trust has been informed by Carol W. Mullett, 1420 Fern Court, Vero
Beach, Florida 32963-4009, a shareholder of record who owned 1,084 Common
Shares at July 31, 1997 (the "Proponent"), that she intends to submit the
following proposal at the meeting:

"RESOLVED, that the Declaration of Trust be amended to require that each
Trustee, within thirty days of election, become a shareholder of the Trust."

The Proponent has requested that the following statement be included in
support of her proposal:

"I believe it is self-evident that the Trustees could better understand and
represent the interests of the shareholders if they were shareholders
themselves. Yet, according to the last proxy statement, not one of our Trustees
owns a single share of our Trust. In fact, no Trustee has EVER been a
shareholder. You can read below a litany of excuses and explanations seeking to
convince you that we are better off because the Trustees are not shareholders.
They list three major reasons: 1. The Trust's objectives and policies may not
be appropriate for a Trustee. Is it possible that not one of the Trustees
shares our objectives of tax-free income through high quality securities? 2. If
a Trustee invested in our Trust he would have to invest in every trust in the
complex. This objection is simply a smokescreen since my proposal relates only
to our Trust and has nothing to do with any other trust or fund. 3. In order to
address shareholder "expectations" and "concerns" the Trustees adopted a policy
in July 1996 requiring each Trustee to invest a minimum of $25,000 in OTHER
funds. Coincidentally, this policy was adopted only after a proposal to require
the Trustees to join us as shareholders. Are your "concerns" met because the
Trustees have agreed to invest in some other companies? In fact, they can even
meet this requirement by investing in money market funds. I urge you to vote
for this proposal and encourage the Trustees to join US as shareholders in OUR
Trust."

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL.

RECOMMENDATION OF THE BOARD OF TRUSTEES

A similar proposal (submitted by Edwin S. Mullet) to amend the Trust's
Declaration of Trust was included in the proxy statement relating to last
year's annual meeting. That proposal was included and was defeated by
shareholders. The Trustees determined to oppose the proposal last year. The
Trustees considered whether a share ownership requirement for Trustees such as
that proposed by the Proponents was in the best interests of the Trust and its
shareholders and they concluded that it was not. For the reasons stated below,
the Trustees continue to adhere to this view.

THE SHARE OWNERSHIP POLICY

The Trustees have adopted a policy pursuant to which each Trustee, and/or
his or her spouse, is required to invest at least $25,000 in any of the Funds
in the Dean Witter complex, including the Trust (and, if applicable, in the
TCW/DW Funds) on whose boards the Trustee serves. Thus, the Proponent misstates
the policy since it does include the Trust. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Trustees may
allocate their investments among specific Funds in any manner they determine is
appropriate based on their individual

investment objectives. Any future Trustee will be given a one year period
within which to comply with the foregoing policy. As of the date of this proxy
statement, each Trustee is in compliance with the policy. As of June 30, 1997,
the total value of shares of the Dean Witter Funds (and, if applicable, the
TCW/DW Funds) owned by the Trustees and/or their spouses was approximately $9.5
million.

REASONS FOR OPPOSING SHAREHOLDER PROPOSAL

The share ownership policy requires the Trustees make a significant
investment in the funds in the Dean Witter complex, which includes the Trust,
while allowing the Trustees to select the specific funds that meet their
individual investment needs. As they stated in last year's proxy statement, the
Trustees believe it is not necessary to own shares of this particular Trust to
act in the best interests of shareholders and that they can carry out their
duties and functions diligently and effectively without owning shares of the
Trust. In addition, because the Trust's objectives and policies may not be
appropriate for a Trustee's individual financial circumstances, the Trust could
be inhibited in its ability to attract Trustees if the available pool is
limited to those whose personal financial needs are met by the Trust's
objectives and policies.

The Trustees continue to believe that any policy requiring the Trustees to
own shares of a specific Fund for which they serve as Trustees, without regard
to their own respective investment objectives, could logically be extended to
all the Funds in the Dean Witter complex. The Trustees believe that such a
complex-wide share ownership requirement would be impractical and undesirable
because it could make it more difficult to maintain the same board of directors
for all the Funds given the large number of Funds in the complex. The Trustees
believe that having the same Trustees for each of the Dean Witter Funds is in
the best interests of all the Funds' shareholders for several reasons. First, a
common board enhances the ability of each Fund to obtain, at modest cost to
each separate Fund, the services of high caliber Trustees. In addition, having
a common board avoids the duplication of effort that would arise from having
different groups of individuals serving as Trustees for each of the Funds and
avoids the cost and confusion that may arise from different conclusions being
reached by different boards on the same operations and management issues.
Finally, serving as Trustees of all Funds tends to increase a Trustee's
knowledge and expertise regarding matters which affect all the Funds in the
complex and enhances the ability to negotiate on behalf of each Fund with the
Fund's service providers.

For the reasons stated above and in light of the fact that they have adopted
the share ownership policy described above, the Trustees unanimously recommend
that shareholders vote AGAINST the shareholder proposal.

The affirmative vote of the holders of a majority of each of the Common
Shares and Preferred Shares outstanding and entitled to vote at the Annual
Meeting, each voting as a separate class, is required for the approval of the
shareholder proposal.

ADDITIONAL INFORMATION

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 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 must be received no later than April 29, 1998, for
inclusion in the proxy statement for that 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

The Trust's Annual Report, for its fiscal year ended October 31, 1996, and
its 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 FSB, 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 or Officers of the
Trusts, may be deemed to have an interest in certain of the proposals described
in this Proxy Statement to the extent that certain of such companies and their
affiliates have contractual and other arrangements, described elsewhere in this
Proxy Statement, pursuant to which they are paid fees by the Trusts, and
certain of those individuals are compensated for performing services relating
to the Trusts and may also own shares of MSDWD. Such companies and persons may
thus be deemed to derive benefits from the approvals by Shareholders of such
proposals.

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
BARRY FINK
Secretary

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APPENDIX

InterCapital serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart showing
the net assets of each such investment company as of July 31, 1997 and the
investment management or advisory fee rate(s) applicable to such investment
company.

CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/31/97 OF NET ASSETS
---------------------------- ----------------------------------

1.DEAN WITTER CALIFORNIA TAX-FREE INCOME
FUND*...................................... $ 28,493 (Class A) 0.55% on assets up to $500
938,862,713 (Class B) million, scaled down at various
219,053 (Class C) asset levels to 0.45% on assets
10,048 (Class D) over $1.25 billion
2.DEAN WITTER LIMITED TERM MUNICIPAL TRUST* . 55,012,474 0.50%
3.DEAN WITTER MULTI-STATE MUNICIPAL SERIES
TRUST*..................................... 382,468,106 0.35%
4.DEAN WITTER NATIONAL MUNICIPAL TRUST* ..... 91,034,548 0.35%
5.DEAN WITTER NEW YORK TAX-FREE INCOME
FUND*...................................... 10,051 (Class A) 0.55% on assets up to $500 million
177,361,412 (Class B) and 0.525% on assets over $500
12,051 (Class C) million
10,051 (Class D)
6.DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ..
328,272 (Class A) 0.50% on assets up to $500
148,502 (Class B) million, scaled down at various
201,052 (Class C) asset levels to 0.325% on assets
1,140,231,233 (Class D) over $1.25 billion
7.INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST**............................. 251,267,645 0.35%
8.INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES**............................... 211,841,633 0.35%
9.INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES**............................... 65,546,705 0.35%
10.INTERCAPITAL INSURED MUNICIPAL BOND
TRUST**................................... 110,512,387 0.35%
11.INTERCAPITAL INSURED MUNICIPAL INCOME
TRUST**................................... 596,678,052 0.35%
12.INTERCAPITAL INSURED MUNICIPAL
SECURITIES**.............................. 140,574,484 0.35%
13.INTERCAPITAL INSURED MUNICIPAL TRUST** ... 491,954,139 0.35%
14.INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES**............................ 97,333,346 0.35%

A-1

CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/31/97 OF NET ASSETS
---------------------------- ----------------------------------
15.INTERCAPITAL QUALITY MUNICIPAL INCOME
TRUST**................................... $ 745,322,554 0.35%
16.INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST**................................... 386,202,064 0.35%
17.INTERCAPITAL QUALITY MUNICIPAL
SECURITIES**.............................. 369,681,065 0.35%
18.MUNICIPAL INCOME TRUST**.................. 306,799,094 0.35% on assets up to $250 million
and 0.25% on assets over $250
million
19.MUNICIPAL INCOME TRUST II**............... 278,422,955 0.40% on assets up to $250 million
and 0.30% on assets over $250
million
20.MUNICIPAL INCOME TRUST III**.............. 0.40% on assets up to $250 million
and 0.30% on assets over $250
63,865,621 million
21.MUNICIPAL INCOME OPPORTUNITIES TRUST** ... 181,377,820 0.50%
22.MUNICIPAL INCOME OPPORTUNITIES
TRUST II**................................ 179,915,533 0.50%
23.MUNICIPAL INCOME OPPORTUNITIES
TRUST III**............................... 105,179,369 0.50%
24.MUNICIPAL PREMIUM INCOME TRUST**.......... 356,548,479 0.40%
25.DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND***................................... 92,051,871 0.50%
26.DEAN WITTER HAWAII MUNICIPAL TRUST* ..... 4,208,242 0.35% (1)

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

A-2

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INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
InterCapital Quality Municipal Income Trust on October 24, 1997, at 11:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated August 26, 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 NOMINEES FOR TRUSTEE AND FOR PROPOSAL 2 AND AGAINST PROPOSAL 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.

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

1. Election of three (3) Trustees:

FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]

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

2. Ratification of Price Waterhouse
LLP as independent accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Shareholder Proposal (NOTE: THE TRUSTEES RECOMMEND A VOTE AGAINST THIS
PROPOSAL)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

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.

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

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

IMPORTANT

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

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

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

(Continued on reverse side)

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

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

1. Election of three (3) Trustees:

FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]

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

2. Ratification of Price Waterhouse
LLP as independent accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

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.

3. Shareholder Proposal (NOTE: THE TRUSTEES RECOMMEND A VOTE AGAINST THIS
PROPOSAL)

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

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

IMPORTANT

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

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