DEAN WITTER SPECIAL VALUE FUND, PRES14A, 1997-03-06

DEAN WITTER SPECIAL VALUE FUND
PRES14A, 1997-03-06

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

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

Check the appropriate box:

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

.... Dean Witter Financial Services Trust . . . . . . . . . . .
(Name of Registrant(s) Specified in its Charter)

.... Dean Witter Special Value Fund . . . . . . . . . . . . . .
(Name of Registrant(s) Specified in its Charter)

.... Barry Fink . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2) Aggregate number of securities to which transaction applies:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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4) Proposed maximum aggregate value of transaction:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5) Fee previously paid:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

1) Amount Previously Paid:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2) Form, Schedule or Registration Statement No.:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3) Filing Party:

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4) Date Filed:

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<PAGE>
PRELIMINARY PROXY
FOR INFORMATION OF SECURITIES AND EXCHANGE COMMISSION ONLY

DEAN WITTER SPECIAL VALUE FUND
DEAN WITTER FINANCIAL SERVICES TRUST

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD MAY 2, 1997

Notice is hereby given that Special Meetings of Shareholders of each Dean
Witter Fund listed above (each, a "Fund" and collectively, the "Funds") will
be held jointly (the "Meeting") in the Career Development Room, 61st Floor, 2
World Trade Center, New York, New York 10048, on May 2, 1997, at 10:00 a.m.,
New York City time, for the following purposes:

1. For each Fund, to approve or disapprove a new Investment Management
Agreement between the Fund and Dean Witter InterCapital Inc., a
wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), in
connection with the proposed merger of Morgan Stanley Group Inc. with
DWDC;

2. For each Fund, to elect ten (10) Trustees to serve until their
successors shall have been elected and qualified;

3. For each Fund, to ratify or reject the selection of Price Waterhouse
LLP as the Fund's independent accountants for its respective current
fiscal year; and

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

Shareholders of record of each Fund as of the close of business on March
, 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
with respect to one or more Funds, 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 concerned Fund's shares present in person or by proxy at the Meeting. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of Proposal 1 and will vote against
any such adjournment those proxies to be voted against that Proposal.

Barry Fink
Secretary

March , 1997
New York, New York

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

THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE:

-- FOR approval of each new Investment Management Agreement.

-- FOR the election of all of the Trustees nominated for election.

-- FOR the ratification of the selection of independent public
accountants for the current fiscal year of each Fund.

YOUR VOTE IS IMPORTANT

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PRELIMINARY PROXY
FOR INFORMATION OF SECURITIES AND EXCHANGE COMMISSION ONLY

DEAN WITTER SPECIAL VALUE FUND
DEAN WITTER FINANCIAL SERVICES TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

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

SPECIAL MEETINGS OF SHAREHOLDERS
MAY 2, 1997

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of each Dean Witter Fund
listed above (each, a "Fund" and collectively, the "Funds") for use at the
Special Meetings of Shareholders of each Fund to be held jointly on May 2,
1997 (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 1 and 3 set forth in the attached Notice of
Special Meetings of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation to the
Secretary of the Funds, execution and delivery of a later dated proxy to the
Secretary of the Funds (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy.

The holders of shares ("Shareholders") of record of each Fund as of the
close of business on March , 1997, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote
for a fractional share. The table below sets forth the number of shares
outstanding for each Fund as of the Record Date. No person was known to own
as much as 5% of the outstanding shares of any of the Funds on that date. The
percentage ownership of shares of the Fund changes from time to time
depending on purchases and redemptions by Shareholders and the total number
of shares outstanding.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING AS OF
MARCH , 1997
NAME OF FUND (RECORD DATE)
- ----------------------------------------- ---------------------
<S> <C>
Dean Witter Special Value Fund ...........
Dean Witter Financial Services Trust ....
</TABLE>

The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$ , will be borne by Dean Witter, Discover & Co., except that the
costs with respect to Proposals [ ] will be borne by the Funds. The total
cost to each Fund of soliciting proxies is estimated to be approximately as
follows: Dean Witter Special Value Fund--$

2
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and Dean Witter Financial Services 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 Funds and
officers and regular employees of certain affiliates of the Funds, including
Dean Witter InterCapital Inc., Dean Witter Trust Company, Dean Witter
Services Company Inc. and/or Dean Witter Reynolds Inc. without special
compensation. In addition Dean Witter InterCapital Inc. may employ First Data
Corp. as proxy solicitor, the cost of which is estimated to be $ and will
be borne by Dean Witter, Discover & Co. With respect to a telephone
solicitation by First Data Corp., additional expenses would include $
per telephone vote transacted, $ per outbound telephone contact and
costs relating to obtaining Shareholders' telephone numbers.

First Data Corp. or Dean Witter Trust Company may call Shareholders to ask
if they would be willing to have their votes recorded by telephone. The
telephone voting procedure is designed to authenticate Shareholders'
identities, to allow Shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that their instructions
have been recorded properly. No recommendation will be made as to how a
Shareholder should vote on any Proposal other than to refer to the
recommendations of the Board. The Funds have been advised by counsel that
these procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly
they will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and
may vote by mail using the enclosed proxy card. The first mailing of this
Proxy Statement is expected to be made on or about March [17], 1997.

(1) APPROVAL OR DISAPPROVAL OF NEW INVESTMENT
MANAGEMENT AGREEMENT

BACKGROUND

Dean Witter InterCapital Inc. (the "Investment Manager" or "InterCapital")
currently serves as investment manager of each Fund pursuant to an investment
management agreement entered into by each Fund and InterCapital (each, a
"Current Agreement" and collectively, the "Current Agreements"), and in that
capacity provides investment advisory and certain other services to the
Funds. InterCapital is a wholly-owned subsidiary of Dean Witter, Discover &
Co. ("DWDC"). The approval of a new investment management agreement between
each Fund and InterCapital (each, a "New Agreement" and collectively, the
"New Agreements") is being sought in connection with the proposed merger of
Morgan Stanley Group Inc. ("Morgan Stanley") and DWDC (the "Merger").

INFORMATION CONCERNING MORGAN STANLEY

Morgan Stanley and various of its directly or indirectly owned
subsidiaries, including Morgan Stanley & Co. Incorporated ("Morgan Stanley &
Co."), a registered broker-dealer and investment adviser, and Morgan Stanley
International, are engaged in a wide range of financial services. Their
principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring and other corporate finance
advisory activities; merchant banking; stock brokerage and research services;
asset management; trading of futures, options, foreign exchange, commodities
and swaps (involving foreign exchange, commodities, indices and interest
rates); real estate advice, financing and investing; and global custody,
securities clearance services and securities lending.

3
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THE MERGER

Pursuant to the terms of the Merger, Morgan Stanley will be merged with
and into DWDC with the surviving corporation to be named Morgan Stanley, Dean
Witter, Discover & Co. Following the Merger, InterCapital will be a direct
wholly-owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co.

Under the terms of the Merger, each share of Morgan Stanley common stock
will be exchanged for 1.65 shares of DWDC common stock. Following the Merger,
Morgan Stanley's shareholders will own approximately 45% and DWDC's
shareholders will own approximately 55% of the outstanding shares of common
stock of Morgan Stanley, Dean Witter, Discover & Co.

The Merger is expected to be completed in mid-1997.

The Board of Directors of Morgan Stanley, Dean Witter, Discover & Co. will
consist of fourteen members, two of which will be Morgan Stanley insiders and
two of which will be DWDC insiders. The remaining ten directors will be
outside directors, with Morgan Stanley and DWDC each designating five of the
ten. The Chairman and Chief Executive Officer of Morgan Stanley, Dean Witter,
Discover & Co. will be Philip Purcell, who is the current Chairman and Chief
Executive Officer of DWDC. The President and Chief Operating Officer of
Morgan Stanley, Dean Witter, Discover & Co. will be John Mack, who is the
current President of Morgan Stanley.

The Merger is subject to certain closing conditions, including certain
regulatory approvals and the approval of shareholders of both DWDC and Morgan
Stanley.

APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENTS

In order to assure continuity of investment management services to each
Fund after the Merger, the Board of each Fund met in person for the purpose
of considering whether it would be in the best interests of each Fund and its
Shareholders to enter into a New Agreement between each Fund and the
Investment Manager which would become effective upon the later of Shareholder
approval of the New Agreement or consummation of the Merger. At its meetings,
and for the reasons discussed below (see "The Boards' Consideration"), the
Board of each Fund, including all of the Trustees who are not "interested
persons," as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the Investment Manager, (the "Independent Trustees"),
unanimously approved the New Agreements and recommended their respective
approval by Shareholders.

THE TERMS OF EACH NEW AGREEMENT, INCLUDING FEES PAYABLE BY A FUND
THEREUNDER, ARE IDENTICAL, IN ALL MATERIAL RESPECTS, TO THOSE OF THE
CORRESPONDING CURRENT AGREEMENT, EXCEPT FOR THE DATES OF EFFECTIVENESS AND
TERMINATION. The terms of the Current Agreements are fully described under
"The Current Investment Management Agreements" below. If approved by
Shareholders, each New Agreement will continue in effect for an initial term
expiring April 30, 1999. Each New Agreement will be continued in effect from
year to year thereafter if each such continuance is approved by the Board or
by a majority of the outstanding voting securities (as defined below) of each
Fund and, in either event, by the vote cast in person of a majority of the
Independent Trustees. In the event that Shareholders of a Fund do not approve
a New Agreement, as to such Fund, the Current Agreement will remain in effect
and the Board will take such action, if any, as it deems to be in the best
interests of the concerned Fund and its Shareholders, which may include
proposing that Shareholders approve an agreement in lieu of the New
Agreement. In the event that the Merger is not consummated, the Investment
Manager will continue to provide services to the Funds in accordance with the
terms of the Current Agreements for such periods as may be approved at least
annually by the Board, including a majority of the Independent Trustees.

4
<PAGE>
REQUIRED VOTE

Each New Agreement cannot be implemented unless approved at the Meeting,
or any adjournment thereof, by a majority of the outstanding voting
securities of the respective Fund. Such a majority means the affirmative vote
of the holders of (a) 67% or more of the shares of the respective Fund
present, in person or by proxy, at the Meeting, if the holders of more than
50% of the outstanding shares are so present, or (b) more than 50% of the
outstanding shares of the respective Fund, whichever is less.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.

THE BOARDS' CONSIDERATION

At a special meeting of the Committee of the Independent Trustees of the
Funds held on February 20, 1997, at which each of the Independent Trustees of
the Funds was present, and a meeting of the full Board on February 21, 1997,
the Trustees evaluated each of the New Agreements (the form of which is
attached hereto as Appendix A). Prior to and during the meetings, the
Independent Trustees requested and received all information they deemed
necessary to enable them to determine whether each of the New Agreements is
in the best interests of the respective Fund and its Shareholders. They were
assisted in their review and deliberations by independent legal counsel. In
determining whether to approve the New Agreements, the Trustees assessed the
implications of the Merger for the Investment Manager and its ability to
continue to provide services to the Funds of the same scope and quality as
are presently provided. In particular, the Trustees inquired as to the impact
of the Merger on the Investment Manager's personnel, management, facilities
and financial capabilities, and received assurances in this regard from
senior management of DWDC and the Investment Manager that the Merger would
not adversely affect the Investment Manager's ability to fulfill its
obligations under its respective agreements with the Funds or to operate its
business in a manner consistent with past practices. In addition, the
Trustees considered the effects of the Investment Manager and Morgan Stanley
becoming affiliated persons of each other. Following the Merger, the 1940 Act
will prohibit or impose certain conditions on the ability of the Funds to
engage in certain transactions with Morgan Stanley and its affiliates. For
example, absent exemptive relief, the Funds will be prohibited from
purchasing securities from Morgan Stanley & Co., a wholly-owned broker-dealer
subsidiary of Morgan Stanley, in transactions in which Morgan Stanley & Co.
acts as principal, and the Funds will have to satisfy certain conditions in
order to engage in securities transactions in which Morgan Stanley & Co. acts
as broker or to purchase securities in an underwritten offering in which
Morgan Stanley & Co. acts as an underwriter. In this connection, senior
management of the Investment Manager represented to the Trustees that they do
not believe these prohibitions or conditions will have a material effect on
the management or performance of the Funds.

The Trustees also considered that each New Agreement is identical, in all
material respects, to the corresponding Current Agreement (other than the
dates of effectiveness and termination).

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

THE CURRENT INVESTMENT MANAGEMENT AGREEMENTS

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

5
<PAGE>
The Investment Manager pays the compensation of the officers of the Funds
and provides the Funds 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 Fund's shares and the preparation of
prospectuses, statements of additional information, 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 Current Agreements, each Fund pays the Investment
Manager compensation which is accrued daily and payable monthly and which is
set forth below.

Dean Witter Special Value Fund pays a management fee of 0.75% to the
Investment Manager. For the fiscal period October 29, 1996
(commencement of operations) through January 31, 1997, the Fund paid a
total of $364,944 to the Investment Manager. The Fund's net assets on
January 31, 1997 totalled approximately $229 million.

Dean Witter Financial Services Fund pays a management fee of 0.75% to
the Investment Manager. The Fund, whose fiscal year end is May 31,
1997, commenced operations on February 26, 1997. [The Fund's net assets
on [the Record Date?] totalled $ .]

Under the Current Agreements, each Fund is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Manager or Dean Witter Distributors Inc. ("Distributors" or the
"Distributor"), the Funds' Distributor, including, without limitation: fees
pursuant to any plan of distribution that each Fund may adopt; charges and
expenses of any registrar, custodian or depository appointed by each 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
each Fund; brokers' commissions chargeable to each Fund in connection with
portfolio securities transactions to which the Fund is a party; all taxes,
including securities or commodities issuance and transfer taxes, and
corporate fees payable by each Fund to federal, state or other governmental
agencies; costs and expenses of engraving or printing of certificates
representing shares of each Fund; all costs and expenses in connection with
registration and maintenance of registration of each Fund and of its shares
with the Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and disbursements of
counsel); the cost and expense of printing, including typesetting, and
distributing prospectuses of each Fund to its Shareholders; 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, distribution,
withdrawal or redemption, whether in shares or in cash; charges and expenses
of any outside service used for the pricing of each Fund's shares; charges
and expenses of legal counsel, including counsel to the Independent Trustees
of the Funds, and independent accountants in connection with any matter
relating to each Fund (not including compensation or expenses of attorneys
employed by the Investment Manager); association dues; interest payable on
each Fund's borrowings; postage; insurance premiums on property or personnel
(including officers and Trustees) of each Fund which inure to the Fund's
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 each Fund's operations unless
otherwise explicitly provided in the respective Current Agreements.

The administrative services called for under the Current Agreements are
performed by Dean Witter Services Company Inc. ("DWSC"), a wholly-owned
subsidiary of InterCapital.

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The table below sets forth the dates each Current Agreement was first
approved by the Board and last approved by the initial and sole Shareholder,
Dean Witter InterCapital Inc., prior to the public offering of the Funds:

<TABLE>
<CAPTION>
DATE CURRENT AGREEMENT
WAS FIRST APPROVED BY THE DATE OF LAST SHAREHOLDER
BOARD (INCLUDING A MAJORITY APPROVAL OF CURRENT
NAME OF FUND OF INDEPENDENT TRUSTEES) AGREEMENT
- ----------------------------------------- ------------------------------ ----------------------------
<S> <C> <C>
Dean Witter Special Value Fund ........... July 23, 1996 July 23, 1996
Dean Witter Financial Services Trust .... December 3, 1996 December 10, 1996
</TABLE>

After its respective initial term, each Current Agreement continues in
effect from year to year thereafter, provided that each such continuance is
approved by the vote of a majority, as defined by the 1940 Act, of the
outstanding voting securities of each Fund or by the Trustees, 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. Prior to the
Board's February 21, 1997 meeting, the most recent approval occurred at a
meeting of the Board as set forth above.

Each Current 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 of the applicable Fund, in each instance
without the payment of any penalty, on thirty days' notice, and provides for
its automatic termination in the event of its assignment.

THE INVESTMENT MANAGER

Dean Witter InterCapital Inc. is each Fund'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 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 Dean Witter Reynolds Inc. ("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 Dean Witter
Trust Company ("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 and Chief Financial Officer of DWDC
and Executive Vice President, Chief Financial Officer and Director of DWR,
Distributors, InterCapital and DWSC.

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

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

7
<PAGE>
and individual investors. Appendix B lists the investment companies for which
InterCapital provides investment management or investment advisory services
and which have similar investment objectives to those of the Funds and sets
forth the fees payable to InterCapital by such companies, including the
Funds, and their net assets as of March , 1997.

DWDC has its offices at Two World Trade Center, New York, New York 10048.

Dean Witter Distributors Inc. acts as the Funds' Distributor. Like
InterCapital, the Distributor is a wholly-owned subsidiary of DWDC. Pursuant
to each Fund's Rule 12b-1 plan, each Fund pays the Distributor 12b-1 fees for
distribution related services and DWTC transfer agency fees and DWR brokerage
commissions as set forth below.

Dean Witter Special Value Fund paid to the Distributor, for the
fiscal period October 29, 1996 (commencement of operations) through
January 31, 1997, a fee, pursuant to the Fund's Rule 12b-1 Plan, in the
amount of $486,592. The fee is accrued daily and paid monthly, at an
annual rate of 1.00% of the Fund's average daily net assets. The Fund
paid to DWTC, the Fund's transfer agent and an affiliate of
InterCapital, for such fiscal period, transfer agency fees in the
amount of approximately $8,000. During the aforementioned fiscal
period, the Fund paid to DWR, an affiliated person of the Fund (because
DWR and InterCapital are under common control of DWDC), brokerage
commissions in the amount of $39,165 which is 11.75% of the aggregate
brokerage commissions paid by the Fund. The Distributor informed the
Fund that it received approximately $52,000 in contingent deferred
sales charges for such fiscal period.

Dean Witter Financial Services Fund commenced operations on February
26, 1997. The fee payable to the Distributor, pursuant to the Fund's
Rule 12b-1 Plan, is accrued daily and paid monthly, at an annual rate
of 1.00% of the Fund's average daily net assets. The Fund also will pay
a transfer agency fee to DWTC, the Fund's transfer agent and an
affiliate of InterCapital. In addition, the Fund may pay to DWR, an
affiliated person of the Fund (because DWR and InterCapital are under
common control of DWDC), brokerage commissions on the purchase and sale
of securities.

Once the Merger is consummated and the New Agreements are approved, the
Distributor, DWR and DWTC fully intend to continue to provide, respectively,
the same services to the Funds as are currently being provided.

(2) ELECTION OF TRUSTEES FOR EACH FUND

The number of Trustees of each Fund has been fixed by the Board at ten.
There are presently eight Trustees, all of whom are standing for re-election
at the Meeting for indefinite terms. [In addition, the Board of each Fund has
nominated for election as Trustees at the Meeting and for the
first time.]

Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
Independent Trustees. [Messrs. and ], who have been nominated
for election at the Meeting, if elected, also will be Independent Trustees.
The other two current Trustees, Charles A. Fiumefreddo and Phillip J.
Purcell, are "interested persons" (as such term is defined under the 1940
Act) of the Funds 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.

8
<PAGE>
All of the members of the Board of each Fund currently serving were
previously elected by Dean Witter InterCapital Inc., the then sole
Shareholder.

The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Board of each Fund, includes
principal occupations and employment for at least the last five years, age,
shares of each Fund owned, if any, as of March , 1997 (shown in
parentheses), positions with the Funds, and directorships (or trusteeships)
in other companies which file periodic reports with the Securities and
Exchange Commission, including the 84 investment companies, including the
Funds, for which InterCapital serves as investment manager or investment
adviser (referred to herein as the "Dean Witter Funds") and the 14 investment
companies for which InterCapital's wholly-owned subsidiary, DWSC, serves as
manager and TCW Funds Management, Inc. serves as investment adviser (referred
to herein as the "TCW/DW Funds").

The nominees for Trustee to be elected 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 or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May 1991-July 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.
("Sears"); Director of Eaglemark Financial Services, Inc., the United Negro
College Fund and Weirton Steel Corporation.

CHARLES A. FIUMEFREDDO, Trustee since July 1991*; age 63; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the Dean Witter Funds; Chairman,
Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and
Director of DWTC; Director and/or officer of various DWDC subsidiaries;
formerly Executive Vice President and Director of DWDC (until February 1993).

EDWIN JACOB (JAKE) GARN, Trustee 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 Financial Corp; member of the board of various civic and charitable
organizations.

JOHN R. HAIRE, Trustee since January 1981*; 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).

DR. 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); Director of Greenwich
Capital Markets Inc. (broker-dealer); Trustee of the Financial Accounting
Foundation (oversight organization for the FASB); formerly Vice Chairman of
the Board of Governors of the Federal Reserve System (1986-1990) and
Assistant Secretary of the U.S. Treasury (1982-1986).

- ------------
* This date is the date the Trustee began serving the Dean Witter Funds complex.
9
<PAGE>
MICHAEL E. NUGENT, Trustee since July 1991*; age 60; General Partner,
Triumph Capital, L.P., a private investment partnership; Director or Trustee
of the Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice
President, Bankers Fund 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 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 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 (1991-1995).

INSERT NEW PERSON

The other executive officers of each Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Robert S.
Giambrone, Vice President; Joseph J. McAlinden, Vice President; and Thomas F.
Caloia, Treasurer; and, with respect to the individual Funds, the other
executive officers are as follows: Dean Witter Special Value Fund--Jenny Beth
Jones, Vice President and Dean Witter Financial Services Trust--Anita
Kolleeny, Vice President and Michelle Kaufman, Assistant Vice President. In
addition, the following persons serve as Vice Presidents of the Funds: Dean
Witter Special Value Fund--Kirk Balzer, Peter Hermann and Michael Knox and
Dean Witter Financial Services Trust--Jenny Beth Jones, Edward F. Gaylor and
Ronald J. Worobel. Additionally, Frank Bruttomesso, Marilyn K. Cranney, Lou
Anne D. McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries
of each Fund.

Mr. Fink is 42 years old and is currently First Vice President (since June
1993), Secretary and General Counsel (since February 1997) of InterCapital
and DWSC and (since August 1996) Assistant Secretary of DWR; he is also First
Vice President, Assistant Secretary and Assistant General Counsel of
Distributors (since February 1997). He was previously Vice President,
Assistant Secretary and Assistant General Counsel of InterCapital and DWSC.
Mr. Scanlan is 60 years old and is currently President and Chief Operating
Officer of InterCapital (since March 1993) and DWSC; he is also Executive
Vice President of Distributors and Executive Vice President and Director of
DWTC. He was previously Executive Vice President of InterCapital (July
1992-March 1993) and prior thereto was Chairman of Harborview Group, Inc. Mr.
Giambrone is 42 years old and is currently Senior Vice President of
InterCapital, DWSC, Distributors and DWTC (since August 1995) and Director of
DWTC (since April 1996). He was formerly a partner of KPMG Peat Marwick, LLP.
Mr. McAlinden is 54 years old and is currently Executive Vice President of
InterCapital (since April 1996); he is also Chief Investment Officer of
InterCapital and Director of DWTC (since April 1996). He was previously
Senior Vice President of InterCapital (June 1995-April 1996) and prior
thereto was a Managing Director of Dillon Reed. Mr. Caloia is 51 years old
and is currently First Vice President and Assistant Treasurer of

- ------------
* This date is the date the Trustee began serving the Dean Witter Funds complex.

10
<PAGE>
InterCapital and DWSC. Ms. Jones is 38 years old and is currently Senior Vice
President of InterCapital. Prior to joining InterCapital in August, 1996, Ms.
Jones was a portfolio manager at Oppenheimer Capital. Ms. Kolleeny is 41
years old and is currently Senior Vice President of InterCapital. Ms. Kaufman
is years old and is currently Assistant Vice President of InterCapital.
Ms. Kolleeny and Ms. Kaufman are Vice President and Assistant Vice President,
respectively and co-portfolio managers of Dean Witter Financial Services
Trust. Prior to joining InterCapital in September, 1993, Ms. Kaufman was a
securities analyst with Woodward and Associates (March-August, 1993), JRO and
Associates (December, 1992) and the First Manhattan Company (January,
1990-November, 1992). Mr. Balzer is 33 years old and is currently Vice
President of InterCapital. Prior to joining InterCapital in April 1996, Mr.
Balzer was a portfolio manager at Chancellor Capital Management (July
1994-March 1996) and GT Capital Management (June 1992-July 1994) and prior
thereto was a graduate student at the University of Chicago. Mr. Hermann is
36 years old and is currently Vice President of InterCapital. Prior to
joining InterCapital in March, 1994, Mr. Hermann was a portfolio manager at
the Bank of New York. Mr. Knox is 30 years old and is currently Vice
President of InterCapital. Prior to joining InterCapital in September 1993,
Mr. Knox was a portfolio manager and analyst with Eagle Asset Management
(February, 1991-August, 1993). Mr. Worobel is 54 years old and is currently
Senior Vice President of InterCapital. Prior to joining InterCapital in June,
1992, he was the Managing Director at MacKay Schields Financial Corp. Mr.
Gaylor is 55 years old and is currently Senior Vice President of
InterCapital. Other than Messrs. Scanlan, Giambrone, McAlinden, Balzer,
Hermann, Knox, Worobel, Ms. Jones and Ms. Kaufman, 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 currently consists of eight (8) Trustees. These same individuals
also serve as directors or trustees for all of the Dean Witter Funds, and are
referred to in this section as Trustees. As of the date of this Proxy
Statement, there are a total of 84 Dean Witter Funds, comprised of 127
portfolios. As of February 28, 1997, the Dean Witter Funds had total net
assets of approximately $ billion and more than six million shareholders.

Six Trustees and the two new nominees (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. The other two Trustees (the "Management Trustees") are
affiliated with InterCapital. For a period of at least three years after the
consummation of the Merger, at least 75% of the members of the Board of
Trustees of each Fund will not be "interested persons" (as defined in the
1940 Act) of the Investment Manager. 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.

<PAGE>
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 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. Most of the Dean Witter Funds
have such a plan.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; reviewing the adequacy of
the Fund's system of internal controls; and preparing and submitting
Committee meeting minutes to the full Board.

Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect
to derivative investments, if any, made by the Fund.

The fiscal year-ends for Dean Witter Special Value Fund and Dean Witter
Financial Services Trust are July 31, 1997 and May 31, 1997, respectively.
For the fiscal period October 29, 1996 (commencement of operations) through
January 31, 1997, the Trustees of Dean Witter Special Value Fund attended
three Board Meetings, two Committee of Independent Trustees Meetings and one
Audit Committee and Derivatives Committee Meetings. Dean Witter Financial
Services Trust commenced operations on February 26, 1997. For the period
December 3, 1996 (the date of the organizational meeting) to February 28, 1997,
the Trustees attended three Board Meetings and two Committee of Independent
Trustees Meetings. No Trustee attended fewer than 75% of the meetings of the
Board, the Audit Committee, the Committee of the Independent Trustees or the
Derivatives Committee held while he served in such positions.

DUTIES OF CHAIRMAN OF COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE

The Chairman of the Committee of the Independent Trustees and the Audit
Committee maintains an office at the Funds' headquarters in New York. He is
responsible for keeping abreast of regulatory and industry developments and
the Funds' operations and management. He screens and/or prepares written
materials and identifies critical issues for the Independent Trustees to
consider, develops agendas for Committee meetings, determines the type and
amount of information that the Committees will need to form a judgment on
various issues, and arranges to have that information furnished to Committee
members. He also arranges for the services of independent experts and
consults with them in advance of meetings to help refine reports and to focus
on critical issues. Members of the Committees believe that the person who
serves as Chairman of both Committees and guides their efforts is pivotal to
the effective functioning of the Committees.

The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Manager and other service
providers. In effect, the Chairman of the Committees serves as a combination
of chief executive and support staff of the Independent Trustees.

12
<PAGE>
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 December 31,
1996, 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 $9.8 million.

As of the Record Date, the aggregate number of shares of each Fund owned
by the Fund's officers and Trustees as a group was less than 1 percent of
each Fund's outstanding shares.

COMPENSATION OF INDEPENDENT TRUSTEES

Each Fund 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 attended by the Trustee (each Fund pays the Chairman of the Audit
Committee an annual fee of $750 and pays the Chairman of the Committee of the
Independent Trustees an additional annual fee of $1,200). Each Fund 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 Funds who are or have been employed by the Investment Manager or an
affiliated company receive no compensation or expense reimbursement from the
Funds.

As of the date of this Proxy Statement, 57 of the Dean Witter Funds, not
including the Funds represented in this Proxy Statement, have adopted a
retirement program under which an Independent Trustee who retires

13
<PAGE>
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 Fund, commencing as of his or her retirement
date and continuing for the remainder of his or her life, an annual
retirement benefit (the "Regular Benefit") equal to 25.0% of his or her
Eligible Compensation plus 0.4166666% of such Eligible Compensation for each
full month of service as an Independent Director or Trustee of any Adopting
Fund in excess of five years up to a maximum of 50.0% after ten years of
service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Trustee for service to the Fund in the five year period prior to the date of
the Eligible Trustee's retirement. 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. Benefits under the
retirement program are not secured or funded by the Funds.

Set forth below are tables which illustrate the estimated compensation
payable to the Independent Trustees at such time as a Fund has been in
operation, and has paid fees to the Independent Trustees, for a full fiscal
year, and the actual cash compensation paid and the retirement benefits
accrued to each Fund'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.

FUND COMPENSATION (ESTIMATED)

At such time as Dean Witter Special Value Fund and Dean Witter Financial
Services Trust have paid fees to the Independent Trustees for a full fiscal
year, and assuming that during such fiscal year the applicable Fund holds the
same number of Board and committee meetings as were held by the Dean Witter
Funds during the calendar year ended December 31, 1996, it is estimated that
the compensation paid to each Independent Trustee by each of these Funds
during such fiscal year will be the amount shown in the following table:

<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
FROM THE FUND
NAME OF INDEPENDENT TRUSTEE (ESTIMATED)
- --------------------------- ---------------
<S> <C>
Michael Bozic .............. $1,900
Edwin J. Garn .............. 1,900
John R. Haire .............. 3,850(1)
Dr. Manuel H. Johnson ..... 1,900
Michael E. Nugent .......... 1,900
John L. Schroeder .......... 1,900
</TABLE>

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

(1)Of Mr. Haire's compensation from the Fund, it is estimated that $1,950
will be paid to him as Chairman of the Committee of the Independent
Trustees ($1,200) and as Chairman of the Audit Committee ($750).

14
<PAGE>
FUND COMPLEX COMPENSATION

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

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

<TABLE>
<CAPTION>
FOR SERVICE AS
CHAIRMAN OF
COMMITTEE OF FOR SERVICE TOTAL CASH
FOR SERVICE INDEPENDENT AS CHAIRMAN OF COMPENSATION
AS DIRECTOR OR FOR SERVICE AS DIRECTORS/ COMMITTEES OF FOR
TRUSTEE AND TRUSTEE AND TRUSTEES AND INDEPENDENT SERVICES TO 82
COMMITTEE COMMITTEE AUDIT TRUSTEES DEAN WITTER
MEMBER OF 82 MEMBER COMMITTEES AND AUDIT FUNDS AND 14
DEAN WITTER OF 14 TCW/DW OF 82 DEAN COMMITTEES OF TCW/DW
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS WITTER FUNDS 14 TCW/DW FUNDS FUNDS
- --------------------------- -------------- -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael Bozic .............. $138,850 -- -- -- $138,850
Edwin J. Garn .............. 140,900 -- -- -- 140,900
John R. Haire .............. 106,400 $64,283 $195,450 $12,187 378,320
Dr. Manuel H. Johnson ..... 137,100 66,483 -- -- 203,583
Michael E. Nugent .......... 138,850 64,283 -- -- 203,133
John L. Schroeder .......... 137,150 69,083 -- -- 206,233
</TABLE>

The following table illustrates the retirement benefits accrued to the
Independent Trustees of the Funds by the 57 Dean Witter Funds (not including
the Funds represented in this Proxy Statement) for the year ended December
31, 1996, and the estimated retirement benefits for the Independent Trustees,
to commence upon their retirement, from the 57 Dean Witter Funds as of
December 31, 1996.

RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS

<TABLE>
<CAPTION>
ESTIMATED ESTIMATED ANNUAL
CREDITED YEARS ESTIMATED RETIREMENT BENEFITS BENEFITS UPON
OF SERVICE PERCENTAGE ACCRUED AS RETIREMENT FROM
AT RETIREMENT OF ELIGIBLE EXPENSES BY ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION ALL ADOPTING FUNDS FUNDS(1)
- --------------------------- -------------- -------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic .............. 10 50.0% $20,147 $ 51,325
Edwin J. Garn .............. 10 50.0 27,772 51,325
John R. Haire .............. 10 50.0 46,952 129,550
Dr. Manuel H. Johnson ..... 10 50.0 10,926 51,325
Michael E. Nugent .......... 10 50.0 19,217 51,325
John L. Schroeder .......... 8 41.7 38,700 42,771
</TABLE>

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

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

The persons named as attorneys-in-fact in the enclosed proxy have advised
the Funds that unless a proxy instructs them to withhold authority to vote
for all listed nominees or for any individual nominee, they will vote all
validly executed proxies for the election of the nominees named above. All of
the nominees have consented to being named in this Proxy Statement and to
serve, if elected, and no circumstances now known will prevent

15
<PAGE>
any of the nominees from serving. If any nominee should be unable or
unwilling to serve, the proxy will be voted for a substitute nominee proposed
by the present Trustees or, in the case of an Independent Trustee nominee, by
the Independent Trustees. With respect to each Fund, the election of each
Trustee requires the approval of a majority of the shares of each Fund
represented and entitled to vote at the Meeting.

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

(3) RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS

The Trustees have unanimously selected the firm of Price Waterhouse LLP
("Price Waterhouse") as each Fund's independent accountants for the fiscal
year-ends indicated below next to the name of the Fund:

<TABLE>
<CAPTION>
FUND FISCAL YEAR ENDING
- ----------------------------------------- ----------------------
<S> <C>
Dean Witter Special Value Fund ........... July 31, 1997
Dean Witter Financial Services Trust .... May 31, 1997
</TABLE>

The selection of Price Waterhouse is being submitted for ratification or
rejection by Shareholders at the Meeting. Price Waterhouse has been the
independent accountants for each Fund since its inception, and has no direct
or indirect financial interest in the Funds.

A representative of Price Waterhouse is expected to be present at the
Meeting and will be available to make a statement, and to respond to
appropriate questions of Shareholders.

Ratification of the selection of Price Waterhouse requires the approval of
a majority of the shares of each Fund represented and entitled to vote at the
Meeting.

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

ADDITIONAL INFORMATION

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
with respect to one or more Funds, the persons named as proxies may propose
one or more adjournments of the Meeting of the concerned Fund for a total of
not more than 60 days in the aggregate, to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the concerned Fund's shares present in person or by
proxy at the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of
Proposal 1 and will vote against any such adjournment those proxies required
to be voted against that proposal.

Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the meeting 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

The Funds do not hold regular shareholders' meetings. Proposals of
Shareholders of any Fund intended to be presented at the next meeting of
Shareholders must be received a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the
proxy statement for that meeting.

16
<PAGE>
REPORTS TO SHAREHOLDERS

DEAN WITTER SPECIAL VALUE FUND'S MOST RECENT ANNUAL REPORT FOR THE FUND'S
JANUARY 31, 1997 FISCAL YEAR END, HAS BEEN SENT PREVIOUSLY TO SHAREHOLDERS
AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT
DWTC, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS (TOLL-FREE)). THERE IS NO ANNUAL REPORT FOR DEAN
WITTER FINANCIAL SERVICES TRUST WHICH COMMENCED OPERATIONS ON FEBRUARY 26,
1997.

INTEREST OF CERTAIN PERSONS

DWDC, DWR, the Investment Manager, DWSC, the Distributor and certain of
their respective Directors, officers, and employees, including persons who
are Trustees or officers of the Funds, may be deemed to have an interest in
certain of the proposals described in this proxy statement to the extent that
certain of such companies and their affiliates have contractual and other
arrangements, described elsewhere in this Proxy Statement, pursuant to which
they are paid fees by the Funds, and certain of those individuals are
compensated for performing services relating to the Funds and may also own
shares of DWDC. Such companies and persons may thus be deemed to derive
benefits from the approvals by Shareholders of such proposals.

OTHER BUSINESS

The management of the Funds knows of no other matters which may be
presented at the 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 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 Boards of Trustees

BARRY FINK
Secretary

<PAGE>
APPENDIX A

FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the day of , 1997 by and between Dean Witter
Special Value Fund, 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 is engaged in business as an open-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.

A-1
<PAGE>
The Investment Manager shall, as agent for the Fund, maintain the Fund's
records and books of account (other than those maintained by the Fund's
transfer agent, registrar, custodian and other agencies). All such books and
records so maintained shall be the property of the Fund and, upon request
therefor, the Investment Manager shall surrender to the Fund such of the
books and records so requested.

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

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

5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: fees pursuant to any plan of
distribution that the Fund may adopt; the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel); the cost and
expense of printing, including typesetting, and distributing prospectuses and
statements of additional information of the Fund and supplements thereto to
the Fund's shareholders; 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, distribution, withdrawal or redemption, whether in
shares or in cash; 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; 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.

A-2
<PAGE>
business day. If this Agreement becomes effective subsequent to the first day
of a month or shall terminate before the last day of a month, compensation
for that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above.

Subject to the provisions of paragraph 7 hereof, payment of the Investment
Manager's compensation for the preceding month shall be made as promptly as
possible after completion of the computations contemplated by paragraph 7
hereof.

7. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to paragraph 6 hereof, for any
fiscal year ending on a date on which this Agreement is in effect, exceed the
expense limitations applicable to the Fund imposed by state securities laws
or regulations thereunder, as such limitations may be raised or lowered from
time to time, the Investment Manager shall reduce its management fee to the
extent of such excess and, if required, pursuant to any such laws or
regulations, will reimburse the Fund for annual operating expenses in excess
of any expense limitation that may be applicable; provided, however, there
shall be excluded from such expenses the amount of any interest, taxes,
brokerage commissions, distribution fees and extraordinary expenses
(including but not limited to legal claims and liabilities and litigation
costs and any indemnification related thereto) paid or payable by the Fund.
Such reduction, if any, shall be computed and accrued daily, shall be settled
on a monthly basis, and shall be based upon the expense limitation applicable
to the Fund as at the end of the last business day of the month. Should two
or more such expense limitations be applicable as at the end of the last
business day of the month, that expense limitation which results in the
largest reduction in the Investment Manager's fee shall be applicable.

For purposes of this provision, should any applicable expense limitation
be based upon the gross income of the Fund, such gross income shall include,
but not be limited to, interest on debt securities in the Fund's portfolio
accrued to and including the last day of the Fund's fiscal year, and
dividends declared on equity securities in the Fund's portfolio, the record
dates for which fall on or prior to the last day of such fiscal year, but
shall not include gains from the sale of securities.

8. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but 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.

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

10. This Agreement shall remain in effect until April 30, 199 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 Investment
Company Act of 1940, as amended (the "Act"), of the outstanding voting
securities of the Fund 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

A-3
<PAGE>
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; (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.

11. 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.

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

13. The Investment Manager and the Fund each agree that the name "Dean
Witter," which comprises a component of the Fund's name, is a property right
of Dean Witter Reynolds Inc. The Fund agrees and consents that (i) it will
only use the name "Dean Witter" as a component of its name and for no other
purpose, (ii) it will not purport to grant to any third party the right to
use the name "Dean Witter" for any purpose, (iii) the Investment Manager or
its parent, Morgan Stanley, Dean Witter, Discover & Co., or any corporate
affiliate of the Investment Manager's parent, may use or grant to others the
right to use the name "Dean Witter," or any combination or abbreviation
thereof, as all or a portion of a corporate or business name or for any
commercial purpose, including a grant of such right to any other investment
company, (iv) at the request of the Investment Manager or its parent, the
Fund will take such action as may be required to provide its consent to the
use of the name "Dean Witter," or any combination or abbreviation thereof, by
the Investment Manager or its parent or any corporate affiliate of the
Investment Manager's parent, or by any person to whom the Investment Manager
or its parent or any corporate affiliate of the Investment Manager's parent
shall have granted the right to such use, and (v) upon the termination of any
investment advisory agreement into which the Investment Manager and the Fund
may enter, or upon termination of affiliation of the Investment Manager with
its parent, the Fund shall, upon request by the Investment Manager or its
parent, cease to use the name "Dean Witter" as a component of its name, and
shall not use the name, or any combination or abbreviation thereof, as a part
of its name or for any other commercial purpose, and shall cause its
officers, Trustees and shareholders to take any and all actions which the
Investment Manager or its parent may request to effect the foregoing and to
reconvey to the Investment Manager or its parent any and all rights to such
name.

14. The Declaration of Trust establishing Dean Witter Special Value Fund,
dated June 21, 1996, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Dean Witter Special
Value Fund 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 Dean Witter Special Value Fund shall be held to
any personal liability, nor shall resort be had to their private property for
the satisfaction of any obligation or claim or otherwise, in connection with
the affairs of said Dean Witter Special Value Fund, but the Trust Estate only
shall be liable.

A-4
<PAGE>
In Witness Whereof, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.

DEAN WITTER SPECIAL VALUE
FUND
By
...........................

Attest:
............................

DEAN WITTER INTERCAPITAL
INC.
By
...........................

Attest:
...........................

A-5
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the day of , 1997 by and between Dean Witter
Financial Services Trust, 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 is engaged in business as an open-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:

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

A-6
<PAGE>
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Manager may reasonably require in order to discharge its duties
and obligations hereunder.

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 determined by applying the annual
rate of 0.75% to the Fund's daily net assets. Except as hereinafter set
forth, compensation under this Agreement shall be calculated and accrued
daily and the amounts of the daily accruals shall be paid monthly as promptly
as possible for the preceding month. Such calculations shall be made by
applying 1/365ths of the annual rates to the Fund's net assets each day
determined as of the close of business on that day or the last previous
business day. 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.

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

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

9. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Investment
Company Act of 1940, as amended (the "Act"), of the outstanding voting
securities of the Fund 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; (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,
conflicts with the applicable provisions of the Act, the latter shall
control.

12. The Investment Manager and the Fund each agree that the name "Dean
Witter," which comprises a component of the Fund's name, is a property right
of Dean Witter Reynolds Inc. The Fund agrees and consents that (i) it will
only use the name "Dean Witter" as a component of its name and for no other
purpose, (ii) it will not purport to grant to any third party the right to
use the name "Dean Witter" for any purpose, (iii) the Investment Manager or
its parent, Morgan Stanley, Dean Witter, Discover & Co., or any corporate
affiliate of the Investment Manager's parent, may use or grant to others the
right to use the name "Dean Witter," or any combination or abbreviation
thereof, as all or a portion of a corporate

A-8
<PAGE>
or business name or for any commercial purpose, including a grant of such
right to any other investment company, (iv) at the request of the Investment
Manager or its parent, the Fund will take such action as may be required to
provide its consent to the use of the name "Dean Witter," or any combination
or abbreviation thereof, by the Investment Manager or its parent or any
corporate affiliate of the Investment Manager's parent, or by any person to
whom the Investment Manager or its parent or any corporate affiliate of the
Investment Manager's parent shall have granted the right to such use, and (v)
upon the termination of any investment advisory agreement into which the
Investment Manager and the Fund may enter, or upon termination of affiliation
of the Investment Manager with its parent, the Fund shall, upon request by
the Investment Manager or its parent, cease to use the name "Dean Witter" as
a component of its name, and shall not use the name, or any combination or
abbreviation thereof, as a part of its name or for any other commercial
purpose, and shall cause its officers, Trustees and shareholders to take any
and all actions which the Investment Manager or its parent may request to
effect the foregoing and to reconvey to the Investment Manager or its parent
any and all rights to such name.

13. The Declaration of Trust establishing Dean Witter Financial Services
Trust, dated November 8, 1996, a copy of which, together with all amendments
thereto (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Dean Witter Financial
Services Trust 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 Dean Witter Financial Services Trust shall be
held to any personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim or otherwise, in
connection with the affairs of said Dean Witter Financial Services Trust, but
the Trust Estate only shall be liable.

In Witness Whereof, the parties hereto have executed and delivered this
Agreement as of the day and year first above written in New York, New York.

DEAN WITTER FINANCIAL
SERVICES TRUST
By
...........................

Attest:
........................

DEAN WITTER INTERCAPITAL
INC.
By
...........................

Attest:
........................

A-9
<PAGE>
APPENDIX B

InterCapital serves as investment manager to the Dean Witter Special Value
Fund and the Dean Witter Financial Services Trust and the other investment
companies listed below which have similar investment objectives to those of
the Funds. Set forth below is a chart showing the net assets of each such
investment company as of March , 1997 and the investment management fee
rate(s) applicable to such investment company.

<TABLE>
<CAPTION>
NET ASSETS
AS OF CURRENT INVESTMENT
03/ /97 MANAGEMENT FEE RATE(S)
---------------- ---------------------------------------
<S> <C> <C>
1. DEAN WITTER AMERICAN VALUE FUND ................... $ 0.625% on assets up to $250 million,
scaled down at various asset levels to
0.475% on assets over $2.5 billion
2. DEAN WITTER BALANCED GROWTH FUND .................. $ 0.60%
3. DEAN WITTER CAPITAL APPRECIATION FUND ............. $ 0.75%
4. DEAN WITTER CAPITAL GROWTH SECURITIES ............. $ 0.65% on assets up to $500 million,
scaled down at various asset levels to
0.475% on assets over
$1.5 million
5. DEAN WITTER DEVELOPING GROWTH SECURITIES TRUST ... $ 0.50% on assets up to $500 million and
0.475% on assets over
$500 million
6. DEAN WITTER DIVIDEND GROWTH SECURITIES INC. ...... $ 0.625% on assets up to
$250 million, scaled down at various
asset levels to 0.30% on assets over
$10 billion
7. DEAN WITTER EUROPEAN GROWTH FUND INC. ............. $ 1.00% on assets up to $500 million and
0.95% on assets over
$500 million (of which 40% is paid to a
Sub-Adviser)
8. DEAN WITTER FINANCIAL SERVICES TRUST .............. $ 0.75%
9. DEAN WITTER GLOBAL ASSET ALLOCATION FUND ......... $ 1.00% (of which 60% is paid to two
Sub-Advisers)
10. DEAN WITTER GLOBAL DIVIDEND GROWTH SECURITIES ... $ 0.75% on assets up to $1 billion,
scaled down at various asset levels to
0.675% on assets over
$2.5 billion
11. DEAN WITTER GLOBAL UTILITIES FUND ................ $ 0.65%
12. DEAN WITTER HEALTH SCIENCES TRUST ................ $ 1.00% on assets up to $500 million and
0.95% on assets over $500 million
13. DEAN WITTER INCOME BUILDER FUND .................. $ 0.75%
14. DEAN WITTER INFORMATION FUND ..................... $ 0.75%
15. DEAN WITTER INTERNATIONAL SMALLCAP FUND ......... $ 1.25% (of which 40% is paid to a
Sub-Adviser)
16. DEAN WITTER JAPAN FUND ........................... $ 1.0% (of which 40% is paid to a
Sub-Adviser)
17. DEAN WITTER MARKET LEADER TRUST .................. $ 100,000 0.75% (1)
18. DEAN WITTER MID-CAP GROWTH FUND .................. $ 0.75%
19. DEAN WITTER NATURAL RESOURCE DEVELOPMENT $ 0.625% on assets up to $250 million and
SECURITIES INC. .................................. 0.50% on assets over
$250 million

B-1
<PAGE>
<CAPTION>
NET ASSETS
AS OF CURRENT INVESTMENT
03/ /97 MANAGEMENT FEE RATE(S)
---------------- ---------------------------------------
20. DEAN WITTER PACIFIC GROWTH FUND INC. ............. $ 1.00% on assets up to $1 billion and
0.95% on assets over $1 billion (of
which 40% is paid to a Sub-Adviser)
21. DEAN WITTER PRECIOUS METALS AND MINERALS TRUST .. $ 0.80%
22. DEAN WITTER SPECIAL VALUE FUND ................... $ 0.75%
23. DEAN WITTER STRATEGIST FUND ...................... $ 0.60% on assets up to $500 million,
scaled down at various asset levels to
0.475% on assets over
$1.5 billion
24. DEAN WITTER UTILITIES FUND ....................... $ 0.65% on assets up to $500 million,
scaled down at various asset levels to
0.425% on assets over $5 billion
25. DEAN WITTER VALUE-ADDED MARKET SERIES ............ $ 0.50% on assets up to $500 million,
scaled down at various asset levels to
0.425% on assets over $1 billion
26. DEAN WITTER WORLD WIDE INVESTMENT TRUST ......... $ 1.0% on assets up to $500 million and
0.95% on assets over
$500 million (of which 40% is paid to a
Sub-Adviser)
27. DEAN WITTER RETIREMENT SERIES:
(A) AMERICAN VALUE SERIES ......................... $ 0.85% (2)
(B) CAPITAL GROWTH SERIES ......................... $ 0.85% (2)
(C) DIVIDEND GROWTH SERIES ........................ $ 0.75% (2)
(D) GLOBAL EQUITY SERIES .......................... $ 1.00% (2)
(E) STRATEGIST SERIES ............................. $ 0.85% (2)
(F) UTILITIES SERIES .............................. $ 0.75% (2)
(G) VALUE-ADDED MARKET SERIES ..................... $ 0.50% (2)
28. DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:*
(A) AMERICAN VALUE PORTFOLIO ...................... $ 0.625%
(B) BALANCED PORTFOLIO ............................ $ 0.75% (of which 40% is paid to a
Sub-Adviser)
(C) CORE EQUITY PORTFOLIO ......................... $ 0.85% (of which 40% is paid to a
Sub-Adviser)
(D) DEVELOPING GROWTH PORTFOLIO ................... $ 0.50%
(E) DIVIDEND GROWTH PORTFOLIO ..................... $ 0.625%
(F) EMERGING MARKETS PORTFOLIO .................... $ 1.25% (of which 40% is paid to a
Sub-Adviser)
(G) GLOBAL EQUITY PORTFOLIO ....................... $ 1.00%
(H) MID-CAP GROWTH PORTFOLIO ...................... $ 0.75% (3)
(I) UTILITIES PORTFOLIO ........................... $ 0.65%
(J) VALUE-ADDED MARKET PORTFOLIO .................. $ 0.50%
29. DEAN WITTER VARIABLE INVESTMENT SERIES:*
(A) CAPITAL APPRECIATION PORTFOLIO ................ $ 0.75% (4)
(B) CAPITAL GROWTH PORTFOLIO ...................... $ 0.65%
(C) DIVIDEND GROWTH PORTFOLIO ..................... $ 0.625% on assets up to
$500 million, scaled down at various
asset levels to 0.475% on assets over
$1 billion

B-2
<PAGE>
<CAPTION>
NET ASSETS
AS OF CURRENT INVESTMENT
03/ /97 MANAGEMENT FEE RATE(S)
---------------- ---------------------------------------
(D) EQUITY PORTFOLIO .............................. $ 0.50% on assets up to $1 billion and
0.475% on assets over
$1 billion
(E) EUROPEAN GROWTH PORTFOLIO ..................... $ 1.00% (of which 40% is paid to a
Sub-Adviser)
(F) GLOBAL DIVIDEND GROWTH PORTFOLIO .............. $ 0.75%
(G) INCOME BUILDER PORTFOLIO ...................... $ 0.75% (4)
(H) MANAGED ASSETS PORTFOLIO ...................... $ 0.50%
(I) PACIFIC GROWTH PORTFOLIO ...................... $ 1.00% (of which 40% is paid to a
Sub-Adviser)
(J) UTILITIES PORTFOLIO ........................... $ 0.65% on assets up to $500 million and
0.55% on assets over
$500 million
</TABLE>

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

* Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.

(1) InterCapital has undertaken to assume all operating expenses of Dean
Witter Market Leader Trust (except for any 12b-1 fees and brokerage
fees) and to waive the compensation provided for in its investment
management agreement with that company until such time as that company
has $50 million of net assets or until six months from that company's
commencement of operations. Dean Witter Market Leader Trust is expected
to commence operations on or about April 28, 1997.

(2) InterCapital has undertaken, until July 31, 1997, to continue to assume
all operating expenses of the Series of Dean Witter Retirement Series
(except for any brokerage fees and a portion of organizational
expenses) and to waive the compensation provided for each Series in its
investment management agreement with that company to the extent that
such expenses and compensation on an annualized basis exceed 1.0% of
the daily net assets of the pertinent Series.

(3) InterCapital has undertaken, until the earlier of July 21, 1997 or the
attainment by the Portfolio of $50 million of net assets, to assume all
operating expenses (except for any brokerage fees) of the Mid-Cap
Growth Portfolio of Dean Witter Select Dimensions Investment Series and
to waive the compensation provided for that Portfolio in its investment
management agreement with the company.

(4) InterCapital has undertaken, until the earlier of July 21, 1997 or the
attainment by the respective Portfolio of $50 million of net assets, to
assume all operating expenses (except for any brokerage fees) of the
Income Builder Portfolio and the Capital Appreciation Portfolio of Dean
Witter Variable Investment Series and to waive the compensation
provided for each of these Portfolios in its investment management
agreement with that company.

B-3

<PAGE>

DEAN WITTER SPECIAL VALUE FUND

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Special Value Fund on May 2 , 1997, at 10:00 a.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the Notice
of Meeting dated , 1997 as follows:

(Continued on reverse side)

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

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

<PAGE>

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

FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

FOR ALL
FOR WITHHOLD EXCEPT
2. ELECTION OF TRUSTEES. [ ] [ ] [ ]

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

If you wish to withhold authority for any
particular nominee, mark the "For All Except"
Box and strike a line through the nominee's
name.

FOR AGAINST ABSTAIN
3. Ratification of Appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.

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

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

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

DEAN WITTER SPECIAL VALUE FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER FINANCIAL SERVICES TRUST

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph
J. McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Financial Services Trust on May 2, 1997, at 10:00 a.m., New York
City time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated , 1997 as follows:

(Continued on reverse side)

IMPORTANT-This Proxy must be signed and dated on the reverse side.

<PAGE>

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

FOR AGAINST ABSTAIN
1. Approval of New Investment Management [ ] [ ] [ ]
Agreement with Dean Witter InterCapital
Inc. in connection with proposed merger.

FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Trustees. [ ] [ ] [ ]

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

If you wish to withhold authority for any
particular nominee, mark the "For All Except"
Box and strike a line through the nominee's
name.

FOR AGAINST ABSTAIN
3. Ratification of Appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.

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

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

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

DEAN WITTER FINANCIAL SERVICES 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.