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SUPPLEMENT TO THE PROSPECTUS OF
DEAN WITTER JAPAN FUND
DATED JULY 28, 1997
THE FUND AND ITS MANAGEMENT. In May 1998 Morgan Grenfell advised the Board
of Trustees of the Fund and InterCapital of its resignation as Sub-Adviser to
the Fund, effective at the close of business on September 30, 1998.
On June 2, 1998, the Board of Trustees unanimously recommended that a new
Sub-Advisory Agreement with Morgan Stanley Asset Management Inc. ("MSAM"), an
affiliate of InterCapital, be submitted to shareholders for approval at a
special meeting expected to be held in August 1998. Under the new Sub-Advisory
Agreement, MSAM will provide the Fund with investment advice and portfolio
management relating to the Fund's investments, subject to the overall
supervision of InterCapital, the Fund's Investment Manager, and will receive a
fee from InterCapital equal to 40% of InterCapital's investment management fee.
The new Sub-Advisory Agreement is identical to the current Sub-Advisory
Agreement, except for: (1) the dates of effectiveness and termination; and (2)
the deletion of a provision pursuant to which Morgan Grenfell and its affiliates
were prohibited from acting as investment adviser or sub-adviser to funds that
are similar to the Fund. If approved, the new Sub-Advisory Agreement would take
effect on October 1, 1998.
At the same time that the new Sub-Advisory Agreement takes effect,
InterCapital and the Fund will amend the Investment Management Agreement between
InterCapital and the Fund to reduce the fee paid by the Fund to InterCapital
under the Agreement by 0.05% of the Fund's daily net assets to 0.95% of the
Fund's daily net assets.
MSAM, like InterCapital, is a wholly-owned subsidiary of Morgan Stanley Dean
Witter & Co., a preeminent global financial services firm that maintains leading
market positions in each of three primary businesses--securities, asset
management, and credit services. MSAM serves in various portfolio management and
similar capacities to investment companies and pension plans and other
institutional and individual investors.
Capitalized terms in this supplement are defined in the Prospectus unless
otherwise defined herein.
June 2, 1998
