MORGAN STANLEY DEAN WITTER FUND OF FUNDS
497, 2000-12-05
Previous: MIRENCO INC, SB-2/A, EX-23.2, 2000-12-05
Next: INDO PACIFIC ENERGY LTD, 10-K/A, 2000-12-05



<PAGE>
                                                  PROSPECTUS - NOVEMBER 30, 2000

Morgan Stanley Dean Witter

                                                                   FUND OF FUNDS
                                  DOMESTIC PORTFOLIO AND INTERNATIONAL PORTFOLIO

                                 [COVER PHOTO]

                          A MUTUAL FUND THAT CONSISTS OF TWO SEPARATE PORTFOLIOS
                THE DOMESTIC PORTFOLIO SEEKS TO MAXIMIZE TOTAL INVESTMENT RETURN
                THE INTERNATIONAL PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION

  The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this PROSPECTUS. Any representation to
                      the contrary is a criminal offense.
<PAGE>
CONTENTS

<TABLE>
<S>                                <C>                            <C>
The Fund                           Overview.....................                   1
                                   The Domestic Portfolio.......                   1
                                     Investment Objective.......                   1
                                     Principal Investment
                                     Strategies.................                   1
                                     Principal Risks............                  14
                                     Past Performance...........                  19
                                     Fees and Expenses..........                  20
                                     Additional Risk
                                     Information................                  23
                                   The International
                                   Portfolio....................                  25
                                     Investment Objective.......                  25
                                     Principal Investment
                                     Strategies.................                  25
                                     Principal Risks............                  28
                                     Past Performance...........                  32
                                     Fees and Expenses..........                  33
                                     Additional Risk
                                     Information................                  34
                                   Fund Management..............                  37

Shareholder Information            Pricing Portfolio Shares.....                  39
                                   How to Buy Shares............                  39
                                   How to Exchange Shares.......                  41
                                   How to Sell Shares...........                  43
                                   Distributions................                  44
                                   Tax Consequences.............                  45
                                   Share Class Arrangements.....                  46

Financial Highlights               .............................                  54

Our Family of Funds                .............................   Inside Back Cover

                                   THIS PROSPECTUS CONTAINS IMPORTANT INFORMATION
                                   ABOUT THE FUND.
                                   PLEASE READ IT CAREFULLY AND KEEP IT FOR FUTURE
                                   REFERENCE.
</TABLE>
<PAGE>
[Sidebar]
TOTAL RETURN
AN INVESTMENT OBJECTIVE HAVING THE GOAL OF SELECTING SECURITIES WITH THE
POTENTIAL TO RISE IN PRICE AND PAY OUT INCOME.
[End Sidebar]

OVERVIEW

           Morgan Stanley Dean Witter Fund of Funds (the "Fund") is an open-end,
           non-diversified mutual fund that consists of two separate portfolios
           (each, a "Portfolio") --

               Domestic Portfolio
               International Portfolio

           Each Portfolio invests primarily in shares of other Morgan Stanley
           Dean Witter Funds (the "Underlying Funds"). Beginning on this page is
           a summary of each Portfolio.

THE DOMESTIC PORTFOLIO

[ICON]  INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
           The Domestic Portfolio seeks to maximize total investment return.

[ICON]  PRINCIPAL INVESTMENT STRATEGIES
--------------------------------------------------------------------------------

           The Domestic Portfolio normally invests at least 65% of its assets in
           shares of the Underlying Funds described below. These Underlying
           Funds are intended to give the Portfolio broad exposure to the U.S.
           equity and fixed-income markets. At any time the Portfolio's
           "Investment Manager," Morgan Stanley Dean Witter Advisors Inc., may
           add or substitute Underlying Funds in which the Portfolio may invest.
           In deciding how to allocate the Portfolio's assets among the selected
           Underlying Funds, the Investment Manager considers its outlook for
           the U.S. economy and financial markets, and the relative market
           valuations of the Underlying Funds. The Portfolio normally expects to
           invest between 50%-100% of its net assets in Underlying Funds which
           invest primarily in equity securities and between 0%-50% of its net
           assets in Underlying Funds which invest primarily in fixed-income
           securities. There are no minimum or maximum percentages in which the
           Portfolio must invest in any Underlying Fund.

                                                                               1
<PAGE>
           THE UNDERLYING MORGAN STANLEY DEAN WITTER FUNDS

           The following is a brief summary of the investment objectives and
           principal investment strategies of the Underlying Funds that the
           Investment Manager presently considers for investment. The
           Portfolio's Investment Manager also serves as the Investment Manager
           to each of the Underlying Funds. For a complete description of an
           Underlying Fund, please see its prospectus, which is available free
           of charge by calling (877) 937-MSDW (toll-free).
           ---------------------------------------------------------------------
           AGGRESSIVE EQUITY FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Capital growth.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and other equity securities (which
                                                     may include convertible securities) of U.S. or
                                                     foreign companies that offer the potential for
                                                     superior earnings growth in the opinion of the
                                                     fund's Investment Manager. The Investment Manager
                                                     utilizes a process, known as sector rotation, that
                                                     emphasizes industry selection over individual
                                                     company selection. In addition, the fund may
                                                     invest in foreign securities, fixed-income
                                                     securities, and options and futures.
</TABLE>

           ---------------------------------------------------------------------
           AMERICAN OPPORTUNITIES FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital growth consistent with an effort
                                                     to reduce volatility.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in a
                                                     diversified portfolio of common stocks. The fund's
                                                     Investment Manager invests in companies that it
                                                     believes have earnings growth potential. The
                                                     Investment Manager utilizes a process, known as
                                                     sector rotation, that emphasizes industry
                                                     selection over individual company selection. In
                                                     addition, the fund may invest in convertible debt
                                                     and preferred securities, fixed-income securities
                                                     such as U.S. government securities and investment
                                                     grade corporate debt securities, and foreign
                                                     securities.
</TABLE>

 2
<PAGE>
           ---------------------------------------------------------------------
           CAPITAL GROWTH SECURITIES
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital growth.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks. The fund's Investment Manager
                                                     currently utilizes a two-stage computerized
                                                     screening process designed to find companies that
                                                     have demonstrated a history of consistent growth
                                                     in earnings and revenues over the past several
                                                     years, and that have solid future earnings growth
                                                     characteristics and attractive valuations. In
                                                     addition, the fund may invest in U.S. government
                                                     securities, investment grade fixed-income
                                                     securities, preferred securities, convertible
                                                     securities, real estate investment trusts known as
                                                     "REITs" and foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           COMPETITIVE EDGE FUND -- "BEST IDEAS" PORTFOLIO
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital growth.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 80% of its in common
                                                     stock including depository receipts of companies
                                                     included in the "Best Ideas" subgroup of "Global
                                                     Investing: The Competitive Edge List," a research
                                                     compilation assembled by Morgan Stanley Dean
                                                     Witter Equity Research -- or such supplemental
                                                     companies as selected by the fund's Investment
                                                     Manager. This subgroup consists of approximately
                                                     40 companies (including foreign companies) that
                                                     Equity Research believes have a long-term
                                                     sustainable competitive advantage in the global
                                                     arena. In addition, the fund may at times purchase
                                                     securities that are not included on the
                                                     Competitive Edge "Best Ideas" List.
</TABLE>

           ---------------------------------------------------------------------
           CONVERTIBLE SECURITIES TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    High total return through a combination of current
                                                     income and capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     convertible securities. The fund's convertible
                                                     securities may include lower rated fixed-income
                                                     securities commonly known as "junk bonds," and
                                                     "enhanced" and "synthetic" convertible securities.
                                                     In selecting fund investments, the fund's
                                                     Investment
</TABLE>

                                                                               3
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     Manager considers market, economic and political
                                                     conditions. In addition, the fund may invest in
                                                     common stocks directly, non-convertible fixed-
                                                     income securities and foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           DEVELOPING GROWTH SECURITIES TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital growth.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and other equity securities of
                                                     companies that the fund's Investment Manager
                                                     believes have the potential to grow much more
                                                     rapidly than the economy. The fund will invest
                                                     primarily in smaller and medium-sized companies.
                                                     In addition, the fund may invest in fixed-income
                                                     securities issued or guaranteed by the United
                                                     States government, its agencies or
                                                     instrumentalities, investment grade debt
                                                     securities, and foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           DIVIDEND GROWTH SECURITIES INC.
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Reasonable current income and long-term growth of
                                                     income and capital.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 70% of its assets in
                                                     common stocks of companies with a record of paying
                                                     dividends and the potential for increasing
                                                     dividends. The fund's Investment Manager initially
                                                     employs a quantitative screening process in an
                                                     attempt to identify a number of common stocks
                                                     which are undervalued and which have a record of
                                                     paying dividends. The Investment Manager then
                                                     applies a qualitative analysis to determine which
                                                     stocks it believes have the potential to increase
                                                     dividends. In addition, the fund may invest in
                                                     fixed-income, convertible and foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           EQUITY FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Total return.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stock and other equity securities,
                                                     including depository receipts. The fund's
                                                     "Sub-Advisor," Miller Anderson & Sherrerd, LLP,
                                                     invests the fund's assets
</TABLE>

 4
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     by pursuing an investing strategy that combines
                                                     both value and growth styles. The Sub-Advisor's
                                                     investment process is designed to identify growing
                                                     companies whose stock in the Sub-Advisor's opinion
                                                     is attractively valued and has low but rising
                                                     expectations, and to diversify holdings across
                                                     market sectors. Individual securities are selected
                                                     based on, among other things, quantitative screens
                                                     and fundamental research by in-house industry
                                                     analysts. In addition, the fund may invest up to
                                                     25% of its assets in foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           FINANCIAL SERVICES TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in a
                                                     diversified portfolio of common stocks and other
                                                     equity securities of companies engaged in
                                                     financial services and related industries. The
                                                     fund's Investment Manager seeks to identify
                                                     companies which it believes show good appreciation
                                                     prospects and value. In addition, the fund may
                                                     invest in common stock and other equity securities
                                                     of companies not in the financial services or
                                                     related industries, fixed-income, convertible,
                                                     U.S. government and foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           GROWTH FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term growth of capital.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and convertible securities primarily
                                                     of companies having stock market values or
                                                     capitalizations of at least $1 billion. The fund's
                                                     "Sub-Advisor," Morgan Stanley Dean Witter
                                                     Investment Management Inc., invests the fund's
                                                     assets by pursuing an "equity growth" philosophy.
                                                     That strategy involves a process that seeks to
                                                     identify companies that exhibit strong or
                                                     accelerating earnings growth. In addition, the
                                                     fund may invest in foreign securities.
</TABLE>

                                                                               5
<PAGE>
           ---------------------------------------------------------------------
           HEALTH SCIENCES TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks of health sciences companies that
                                                     are located throughout the world. In deciding
                                                     which securities to buy, hold or sell, the fund's
                                                     Investment Manager invests in companies based on
                                                     its view of business, economic and political
                                                     conditions. In addition, the fund may invest in
                                                     common stocks of non-health sciences companies,
                                                     preferred stock and investment grade fixed-income
                                                     securities.
</TABLE>

           ---------------------------------------------------------------------
           HIGH YIELD SECURITIES INC.
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVES                   High current income and, secondarily, capital
                                                     appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     fixed-income securities (including zero coupon
                                                     securities) rated lower than investment grade,
                                                     commonly known as "junk bonds," or in non-rated
                                                     securities considered by the fund's Investment
                                                     Manager to be appropriate investments for the
                                                     fund. In deciding which securities to buy, hold or
                                                     sell, the Investment Manager considers an issuer's
                                                     creditworthiness, economic developments, interest
                                                     rate trends and other factors it deems relevant.
                                                     In addition, the fund may invest in securities
                                                     rated investment grade or higher (or, if not
                                                     rated, determined to be of comparable quality)
                                                     when the Investment Manager believes that such
                                                     securities may produce attractive yields.
</TABLE>

           ---------------------------------------------------------------------
           INCOME BUILDER FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVES                   Reasonable income and, secondarily, growth of
                                                     capital.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     income-producing equity securities, including
                                                     common stock, preferred stock and convertible
                                                     securities. The fund's Investment Manager uses a
                                                     value-oriented style in the selection of
                                                     securities. In addition, the fund may
</TABLE>

 6
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     invest in fixed-income securities (which may
                                                     include U.S. government securities, junk bonds and
                                                     zero coupon securities), REITs and foreign
                                                     securities.
</TABLE>

           ---------------------------------------------------------------------
           INFORMATION FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and investment grade convertible
                                                     securities of companies engaged in the
                                                     communications and information industry that are
                                                     located throughout the world. In addition, the
                                                     fund may invest in investment grade fixed-income
                                                     securities.
</TABLE>

           ---------------------------------------------------------------------
           INTERMEDIATE INCOME SECURITIES
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    High current income consistent with safety of
                                                     principal.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     intermediate term, investment grade fixed-income
                                                     securities, including mortgage-backed and zero
                                                     coupon securities. These securities may include
                                                     corporate debt securities, preferred stocks, U.S.
                                                     government securities, and U.S. dollar-denominated
                                                     securities issued by foreign governments or
                                                     corporations. In deciding which securities to buy,
                                                     hold or sell, the fund's Investment Manager
                                                     considers domestic and international economic
                                                     developments, interest rate trends and other
                                                     factors. The fund will normally maintain an
                                                     average weighted maturity of between three to
                                                     seven years. In addition, the fund may invest in
                                                     fixed-income securities rated lower than
                                                     investment grade.
</TABLE>

           ---------------------------------------------------------------------
           MARKET LEADER TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term growth of capital.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and other equity securities (which
                                                     may include foreign or convertible securities) of
                                                     companies that the fund's Investment Manager
                                                     believes are established market leaders in growing
</TABLE>

                                                                               7
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     industries. The Investment Manager considers
                                                     companies to be "market leaders" if they are
                                                     nationally-known and have established a strong
                                                     reputation for quality management, products and
                                                     services in the United States and/or globally. In
                                                     addition, the fund may invest in equity securities
                                                     of other companies, corporate debt and U.S.
                                                     government securities.
</TABLE>

           ---------------------------------------------------------------------
           MID-CAP EQUITY TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and convertible securities of
                                                     medium-sized companies with market capitalizations
                                                     within the capitalization range of companies
                                                     comprising the Standard & Poor's Mid-Cap
                                                     400 Index. The fund's "Sub-Advisor,"
                                                     TCW Investment Management Company, invests the
                                                     fund's assets in companies that it believes
                                                     exhibit superior earnings growth prospects and
                                                     attractive stock market valuations. In addition,
                                                     the fund may invest in equity securities of small
                                                     capitalization and large capitalization companies,
                                                     foreign securities and fixed-income securities.
</TABLE>

           ---------------------------------------------------------------------
           NATURAL RESOURCE DEVELOPMENT SECURITIES INC.
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Capital growth.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks of domestic and foreign companies
                                                     engaged in natural resource and related
                                                     businesses. In addition, the fund may invest in
                                                     common stocks of companies not in the natural
                                                     resource areas, investment grade corporate debt
                                                     securities and U.S. government securities.
</TABLE>

           ---------------------------------------------------------------------
           NEXT GENERATION TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term growth of capital.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks of companies of any asset size which
                                                     manufacture products or provide services, or which
                                                     develop or assist in the development of products
                                                     and
</TABLE>

 8
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     services, which, in the opinion of the Investment
                                                     Manager, may be used by, or appeal to, children,
                                                     teenagers and/or young adults. In addition, up to
                                                     35% of the fund's net assets may be invested in
                                                     foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           REAL ESTATE FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    High current income and long-term capital
                                                     appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     income producing common stocks and other equity
                                                     securities (which may include convertible
                                                     securities) of companies that are principally
                                                     engaged in the U.S. real estate industry. In
                                                     addition, the fund may invest up to 25% of its
                                                     assets in foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           S&P 500 INDEX FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    To provide investment results that, before
                                                     expenses, correspond to the total return of the
                                                     Standard & Poor's-Registered Trademark- 500
                                                     Composite Stock Price Index.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 80% of its assets in
                                                     common stocks of companies included in the
                                                     S&P 500 Index. The Investment Manager "passively"
                                                     manages the fund's assets by investing in common
                                                     stocks in approximately the same proportion as
                                                     they are represented in the Index. In addition,
                                                     the fund may invest in stock index futures on the
                                                     S&P 500 Index and Standard & Poor's Depository
                                                     Receipts.
</TABLE>

           ---------------------------------------------------------------------
           SHORT-TERM BOND FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    High current income consistent with the
                                                     preservation of capital.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     bonds issued or guaranteed as to principal and
                                                     interest by the U.S. government, its agencies or
                                                     instrumentalities (which may include
                                                     mortgage-backed and zero coupon securities), and
                                                     investment grade corporate and other types of
                                                     bonds. In selecting fund investments, the
                                                     Investment Manager considers both domestic and
                                                     international economic developments,
</TABLE>

                                                                               9
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     interest rate trends and other factors and seeks
                                                     to maintain an overall weighted average maturity
                                                     for the fund of three years or less. In addition,
                                                     the fund may invest in foreign, asset-backed and
                                                     restricted securities, and junk bonds.
</TABLE>

           ---------------------------------------------------------------------
           S&P 500 SELECT FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Total return (before expenses) that exceeds the
                                                     total return of the Standard &
                                                     Poor's-Registered Trademark- 500 Composite Stock
                                                     Price Index.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 80% of its assets in
                                                     common stocks of selected companies included in
                                                     the Standard & Poor's-Registered Trademark- 500
                                                     Composite Stock Price Index. In addition to common
                                                     stocks, the fund may invest in stock index futures
                                                     on the S&P 500 and Standard & Poor's Depository
                                                     Receipts ("SPDRs").
</TABLE>

           ---------------------------------------------------------------------
           SMALL CAP GROWTH FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in a
                                                     diversified portfolio of common stocks (including
                                                     depository receipts) and securities convertible
                                                     into common stocks of small companies with market
                                                     capitalizations, at the time of purchase, within
                                                     the capitalization range of securities comprising
                                                     the Standard & Poor's Small Cap 600 Index
                                                     (currently approximately $37 million to
                                                     $6 billion as of April 19, 2000). The fund's
                                                     "Sub-Advisor," TCW Investment Management Company,
                                                     invests in companies that it believes exhibit
                                                     superior earnings growth potential and attractive
                                                     stock market valuations. In addition, the fund
                                                     also may invest up to 35% of its net assets in
                                                     equity securities of medium-sized or large
                                                     companies, and up to 25% of its net assets in
                                                     foreign equity securities. The fund also may
                                                     invest in options and futures.
</TABLE>

 10
<PAGE>
           ---------------------------------------------------------------------
           SPECIAL VALUE FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks of small capitalization companies
                                                     (generally between $100 million and $1.5 billion)
                                                     that the fund's Investment Manager believes are
                                                     undervalued relative to the marketplace or similar
                                                     companies. In addition, the fund may invest in
                                                     common stocks of companies which have medium or
                                                     large market capitalizations, convertible and
                                                     non-convertible fixed-income securities, and
                                                     foreign securities (including depository
                                                     receipts).
</TABLE>

           ---------------------------------------------------------------------
           TOTAL MARKET INDEX FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Investment results that, before expenses,
                                                     correspond to the total return of the U.S. stock
                                                     market as measured by the Wilshire 5000 Total
                                                     Market Index.

             PRINCIPAL INVESTMENT STRATEGY           The fund will normally invest at least 80% of its
                                                     assets in stocks included in the Wilshire 5000
                                                     Total Market Index. Statistical sampling is used
                                                     in an attempt to recreate the Index in terms of
                                                     industry, size, dividend yield and other
                                                     characteristics. In addition, the fund may invest
                                                     in options and futures contracts and may make
                                                     temporary investments in money market instruments
                                                     to manage cash flows into and out of the fund.
</TABLE>

           ---------------------------------------------------------------------
           TOTAL RETURN TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    High total return from capital growth and income.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and convertible securities of
                                                     domestic and foreign companies. In selecting
                                                     investments to buy, hold or sell, the fund's
                                                     "Sub-Advisor," TCW Investment Management Company,
                                                     typically uses a "top-down" investment process
                                                     that considers the overall economic outlook, the
                                                     development of industry/sector preferences, and,
                                                     lastly, specific stock selections. Generally, at
                                                     least 85% of the fund's assets will be invested in
                                                     companies that have a market capitalization of at
                                                     least $1 billion, and the
                                                     Sub-Advisor anticipates that such companies may
                                                     pay
</TABLE>

                                                                              11
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     dividend or interest income. Up to 5% of the
                                                     fund's convertible securities investments may be
                                                     rated below investment grade. In addition, the
                                                     fund's investments may include fixed-income
                                                     securities.
</TABLE>

           ---------------------------------------------------------------------
           21st CENTURY TREND FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks of companies of any asset size that,
                                                     in the opinion of the Investment Manager, are
                                                     expected to benefit from the development of a
                                                     modern worldwide economy which will be driven by
                                                     changing economic, demographic and social trends
                                                     in the new millennium. The fund's investments will
                                                     include companies in a broad range of enterprises
                                                     which are expected to experience growth that may
                                                     be generated by contemporary spending habits, the
                                                     information age explosion, technological advances
                                                     and a sizeable aging population. In seeking to
                                                     identify companies which may be potential
                                                     beneficiaries of such trends, the Investment
                                                     Manager will examine various worldwide changing
                                                     social attitudes, legislative actions,
                                                     demographics and economic factors to determine
                                                     underlying movements that shape the marketplace.
                                                     The Investment Manager will utilize fundamental
                                                     research to focus on industries and companies
                                                     that, as a result of these trends, are believed to
                                                     demonstrate potential for above-average long-term
                                                     growth in revenue and earnings.

                                                     In addition, up to 35% of the fund's net assets
                                                     may be invested in foreign securities, including
                                                     emerging market securities.
</TABLE>

           ---------------------------------------------------------------------
           U.S. GOVERNMENT SECURITIES TRUST
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    High current income consistent with safety of
                                                     principal.

             PRINCIPAL INVESTMENT STRATEGY           Invests all of its assets in U.S. government
                                                     securities (which may include mortgage-backed or
                                                     zero coupon securities). In making investment
                                                     decisions, the fund's Investment Manager considers
                                                     economic
</TABLE>

 12
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     developments, interest rate trends and other
                                                     factors. The fund is not limited as to the
                                                     maturities of the U.S. government securities in
                                                     which it may invest.
</TABLE>

           ---------------------------------------------------------------------
           UTILITIES FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Capital appreciation and current income.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stock, other equity and investment grade
                                                     fixed-income securities of companies that are
                                                     engaged in the utilities industry. The fund's
                                                     Investment Manager will shift the fund's assets
                                                     between different types of utilities and between
                                                     equity and fixed-income securities, based on
                                                     prevailing market, economic and financial
                                                     conditions. In addition, the fund may invest in
                                                     foreign securities.
</TABLE>

           ---------------------------------------------------------------------
           VALUE FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Total return.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stock and other equity securities that the
                                                     fund's "Sub-Advisor," Miller Anderson &
                                                     Sherrerd, LLP, believes are undervalued based
                                                     primarily on price/earnings ratios, as well as
                                                     price/book ratios and various other value
                                                     measures. In addition, the fund may invest in
                                                     foreign, convertible and fixed-income securities.
</TABLE>

           ---------------------------------------------------------------------
           VALUE-ADDED MARKET SERIES -- EQUITY PORTFOLIO
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    High total return through capital appreciation and
                                                     current income.

             PRINCIPAL INVESTMENT STRATEGY           Invests in a diversified portfolio of common
                                                     stocks represented in the Standard &
                                                     Poor's-Registered Trademark- 500 Composite Stock
                                                     Price Index. The fund generally invests in each
                                                     stock included in the S&P 500 in equal proportion.
                                                     In addition, the fund may purchase and sell stock
                                                     index futures to simulate investment in the S&P
                                                     500.
</TABLE>

           In addition to the principal investment strategies of the Underlying
           Funds described above, the Portfolio may use the following investment
           strategies:

           DEFENSIVE INVESTING. The Portfolio may take temporary "defensive"
           positions in attempting to respond to adverse market conditions. The
           Portfolio may invest any

                                                                              13
<PAGE>
           amount of its assets in cash or money market instruments in a
           defensive posture when the Investment Manager believes it is
           advisable to do so. Although taking a defensive posture is designed
           to protect the Portfolio from an anticipated market downturn, it
           could have the effect of reducing the benefit from any upswing in the
           market. When the Portfolio takes a defensive position, it may not
           achieve its investment objective.

           PORTFOLIO TURNOVER. The Portfolio may engage in active and frequent
           trading of Underlying Funds to achieve its principal investment
           strategies. The portfolio turnover rate is not expected to exceed
           300% annually under normal circumstances. A high turnover rate, such
           as 300%, may increase the Portfolio's capital gains, which are passed
           along to shareholders of the Portfolio as distributions. This, in
           turn, may increase your tax liability as a shareholder of the
           Portfolio. See the sections on "Distributions" and "Tax
           Consequences." A high turnover rate would not result in the Portfolio
           incurring higher sales charges/brokerage commissions because the
           Portfolio would be trading Class D shares of the Underlying Funds
           which are sold without any sales charges.

           The percentage limitations relating to the composition of the
           Portfolio apply at the time the Portfolio acquires an investment.
           Subsequent percentage changes that result from market fluctuations
           will not require the Portfolio to sell any security. The Portfolio
           may change its principal investment strategies without shareholder
           approval; however, you would be notified of any changes.

[ICON]  PRINCIPAL RISKS
--------------------------------------------------------------------------------
           There is no assurance that the Portfolio will achieve its investment
           objective. The Portfolio's share price will fluctuate with changes in
           the market value of the Portfolio's investments in Underlying Funds.
           When you sell Portfolio shares, they may be worth less than what you
           paid for them and, accordingly, you can lose money investing in this
           Portfolio. In addition, the performance of the Portfolio may be
           adversely affected because in allocating Portfolio assets among the
           Underlying Funds the Investment Manager may consider the impact of
           the allocation decision on the Underlying Funds.

           Set forth below are the principal risks associated with investing in
           the Underlying Funds described above. For more information about the
           risks of investing in the Underlying Funds, please see their
           prospectuses, which are available free of charge by calling
           (877) 937-MSDW (toll-free).

           COMMON STOCKS. A principal risk of investing in certain Underlying
           Funds is associated with common stock investments. In general, stock
           values fluctuate in response to activities specific to the company as
           well as general market, economic and political conditions. Stock
           prices can fluctuate widely in response to these factors.

           SMALL AND MEDIUM COMPANIES. Certain Underlying Funds may invest in
           stocks of small and medium-sized companies which include emerging
           growth companies.

 14
<PAGE>
           Investing in securities of these companies involves greater risk than
           is customarily associated with investing in larger, more established
           companies. These companies may have limited product lines, markets,
           distribution channels or financial resources and the management of
           such companies may be dependent upon one or a few key people.
           Additionally, the stocks of these companies may be more volatile and
           less liquid than the stocks of more established companies and may be
           subject to more abrupt and erratic price movements. These stocks may
           also have returns that vary, sometimes significantly, from the
           overall stock market. Often smaller and medium capitalization
           companies and the industries in which they are focused are still
           evolving and, while this may offer better growth potential than
           larger, more established companies, it also may make them more
           sensitive to changing market conditions.

           FOREIGN SECURITIES. Certain Underlying Funds invest in foreign
           securities which involve risks in addition to the risks associated
           with domestic securities. One additional risk is currency risk. While
           the price of Underlying Fund shares is quoted in U.S. dollars,
           Underlying Funds generally convert U.S. dollars to a foreign market's
           local currency to purchase a security in that market. If the value of
           that local currency falls relative to the U.S. dollar, the U.S.
           dollar value of the foreign security will decrease. This is true even
           if the foreign security's local price remains unchanged.

           Foreign securities (including depository receipts) also have risks
           related to economic and political developments abroad, including
           expropriations, confiscatory taxation, exchange control regulation,
           limitations on the use or transfer of Underlying Fund assets and any
           effects of foreign social, economic or political instability. Foreign
           companies, in general, are not subject to the regulatory requirements
           of U.S. companies. Moreover, foreign accounting, auditing and
           financial reporting standards generally are different from those
           applicable to U.S. companies. Finally, in the event of a default of
           any foreign debt obligations, it may be more difficult for an
           Underlying Fund to obtain or enforce a judgement against the issuers
           of the securities.

           Securities of foreign issuers may be less liquid than comparable
           securities of U.S. issuers and, as such, their price changes may be
           more volatile. Furthermore, foreign exchanges and broker-dealers are
           generally subject to less government and exchange scrutiny and
           regulation than their U.S. counterparts. In addition, differences in
           clearance and settlement procedures in foreign markets may occasion
           delays in settlements of an Underlying Fund's trades effected in
           those markets. Delays in purchasing securities may result in the
           Underlying Fund losing investment opportunities. The inability to
           dispose of foreign securities due to settlement delays could result
           in losses to the Underlying Fund due to subsequent declines in the
           value of the securities.

           FIXED-INCOME SECURITIES. Certain Underlying Funds invest in
           fixed-income securities (which may include zero coupon securities).
           All fixed-income securities are subject to two types of risk: credit
           risk and interest rate risk. Credit risk refers to the possibility
           that the issuer of a security will be unable to make interest
           payments and/or repay the principal on its debt.

                                                                              15
<PAGE>
           Interest rate risk refers to fluctuations in the value of a
           fixed-income security resulting from changes in the general level of
           interest rates. When the general level of interest rates goes up, the
           prices of most fixed-income securities go down. When the general
           level of interest rates goes down, the prices of most fixed-income
           securities go up. Accordingly, a rise in the general level of
           interest rates may cause the price of the Fund's fixed-income
           securities to fall substantially. The Fund's fixed-income investments
           may include zero coupon securities, which are purchased at a discount
           and either (i) pay no interest, or (ii) accrue interest, but make no
           payments until maturity. (Zero coupon securities are typically
           subject to greater price fluctuations than comparable securities that
           pay current interest.) As merely illustrative of the relationship
           between fixed-income securities and interest rates, the following
           table shows how interest rates affect bond prices.

<TABLE>
<CAPTION>
                HOW INTEREST RATES AFFECT BOND PRICES
                                                                                 PRICE PER $1,000 OF A BOND IF INTEREST RATES:
                                                                               --------------------------------------------------
                                                                                      INCREASE                    DECREASE
                -----------------------------------------------------------------------------------------------------------------
                                                                               ----------------------      ----------------------
                BOND MATURITY                                     COUPON          1%            2%            1%            2%
                <S>                                              <C>           <C>           <C>           <C>           <C>
                -----------------------------------------------------------------------------------------------------------------
                 1 year                                            N/A         $  1,000      $  1,000      $  1,000      $  1,000
                -----------------------------------------------------------------------------------------------------------------
                 5 years                                          5.875%       $    951      $    920      $  1,018      $  1,054
                -----------------------------------------------------------------------------------------------------------------
                 10 years                                         6.00%        $    910      $    853      $  1,038      $  1,110
                -----------------------------------------------------------------------------------------------------------------
                 30 years                                         6.125%       $    841      $    748      $  1,093      $  1,264
                -----------------------------------------------------------------------------------------------------------------
</TABLE>

           Coupons reflect yields on Treasury securities as of December 31,
           1999. The table is an illustration and does not represent expected
           yields or share price changes of any Morgan Stanley Dean Witter
           mutual fund.

           CONVERTIBLE SECURITIES. Certain Underlying Funds may invest in
           convertible securities, which are securities that generally pay
           dividends or interest and may be converted into common stock. These
           securities may carry risks associated with both fixed-income
           securities and common stocks. To the extent that a convertible
           security's investment value is greater than its conversion value, its
           price will be likely to increase when interest rates fall and
           decrease when interest rates rise, as with a fixed-income security.
           If the conversion value exceeds the investment value, the price of
           the convertible security will tend to fluctuate directly with the
           price of the underlying equity security.

           With respect to certain Underlying Funds, there are no minimum rating
           or quality requirements as to their convertible securities
           investments and, thus, all or some of such securities may be rated
           below investment grade. These "junk bonds" have speculative risk
           characteristics which are described below.

           There are also special risks associated with Convertible Securities
           Trust's investments in "enhanced" and "synthetic" convertible
           securities. These securities may be more volatile and less liquid
           than traditional convertible securities.

           JUNK BONDS. Certain Underlying Funds may invest in junk bonds, i.e.,
           fixed-income securities rated lower than investment grade or, if not
           rated, determined to be of comparable quality. Junk bonds are subject
           to greater risk of loss of income and principal than higher rated
           securities. The prices of junk bonds are likely to be more

 16
<PAGE>
           sensitive to adverse economic changes or individual corporate
           developments than higher rated securities. During an economic
           downturn or substantial period of rising interest rates, junk bond
           issuers and, in particular, highly leveraged issuers may experience
           financial stress that would adversely affect their ability to service
           their principal and interest payment obligations, to meet their
           projected business goals or to obtain additional financing. In the
           event of a default, an Underlying Fund may incur additional expenses
           to seek recovery. The secondary market for junk bonds may be less
           liquid than the markets for higher quality securities and, as such,
           may have an adverse effect on the market prices of certain
           securities. The illiquidity of the market may also adversely affect
           the ability of an Underlying Fund's directors/trustees to arrive at a
           fair value for certain junk bonds at certain times and could make it
           difficult for the Underlying Fund to sell certain securities. In
           addition, periods of economic uncertainty and change probably would
           result in an increased volatility of market prices of high yield
           securities and a corresponding volatility in an Underlying Fund's net
           asset value.

           MORTGAGE-BACKED SECURITIES. Certain Underlying Funds may invest in
           mortgage-backed securities, which have different risk characteristics
           than traditional debt securities. Although the value of fixed-income
           securities generally increases during periods of falling interest
           rates and decreases during periods of rising interest rates, this is
           not always the case with mortgage-backed securities. This is due to
           the fact that the principal on underlying mortgages may be prepaid at
           any time as well as other factors. Generally, prepayments will
           increase during a period of falling interest rates and decrease
           during a period of rising interest rates. The rate of prepayments
           also may be influenced by economic and other factors. Prepayment risk
           includes the possibility that, as interest rates fall, securities
           with stated interest rates may have the principal prepaid earlier
           than expected, requiring the Underlying Fund to invest the proceeds
           at generally lower interest rates.

           Investments in mortgage-backed securities are made based upon, among
           other things, expectations regarding the rate of prepayments on
           underlying mortgage pools. Rates of prepayment, faster or slower than
           expected by the Investment Manager and/or Sub-Advisor, could reduce
           an Underlying Fund's yield, increase the volatility of the Underlying
           Fund and/or cause a decline in net asset value. Certain
           mortgage-backed securities may be more volatile and less liquid than
           other traditional types of debt securities.

           CONCENTRATION POLICY. Unlike most industry diversified mutual funds,
           certain Underlying Funds are subject to risks associated with
           concentrating their assets in a particular industry. These Underlying
           Funds' portfolios may decline in value due to developments specific
           to the industry in which the Underlying Funds concentrate their
           assets. As a result, these Underlying Funds may be more volatile than
           mutual funds that do not similarly concentrate their investments.

           OTHER RISKS. The performance of each Underlying Fund also will depend
           on whether the Investment Manager and/or Sub-Advisor is successful in
           pursuing the Underlying

                                                                              17
<PAGE>
           Fund's investment strategy. The Underlying Funds are also subject to
           other risks from their permissible investments, including the risks
           associated with investments in options and futures, REITs, SPDRs and
           asset-backed securities. For more information about these risks, see
           the "Additional Risk Information" section.

           In addition to the principal risks associated with the Underlying
           Funds, the Portfolio also will be subject to the following risks:

           NON-DIVERSIFIED STATUS. The Portfolio is a "non-diversified" mutual
           fund and, as such, its investments are not required to meet certain
           diversification requirements under federal law. Compared with
           "diversified" funds, the Portfolio may invest a greater percentage of
           its assets in the securities of an individual issuer, in this case
           any Underlying Fund. Thus, the Portfolio's assets may be concentrated
           in fewer securities than other funds. A decline in the value of those
           investments would cause the Portfolio's overall value to decline to a
           greater degree.

           The performance of the Portfolio also will depend on whether the
           Investment Manager is successful in pursuing the Portfolio's
           investment strategy.

           Shares of the Portfolio are not bank deposits and are not guaranteed
           or insured by the FDIC or any other government agency.

 18
<PAGE>
[SIDEBAR]
ANNUAL TOTAL RETURNS
THIS CHART SHOWS HOW THE PERFORMANCE OF THE PORTFOLIO'S CLASS B SHARES HAS
VARIED FROM YEAR TO YEAR OVER THE PAST 2 CALENDAR YEARS.
AVERAGE ANNUAL
TOTAL RETURNS
THIS TABLE COMPARES THE PORTFOLIO'S AVERAGE ANNUAL TOTAL RETURNS WITH THOSE OF
BROAD MEASURES OF MARKET PERFORMANCE OVER TIME. THE PORTFOLIO'S RETURNS INCLUDE
THE MAXIMUM APPLICABLE SALES CHARGE FOR EACH CLASS AND ASSUME YOU SOLD YOUR
SHARES AT THE END OF EACH PERIOD.
[End Sidebar]

[ICON]  PAST PERFORMANCE
--------------------------------------------------------------------------------
           The bar chart and table below provide some indication of the risks of
           investing in the Domestic Portfolio. The Portfolio's past performance
           does not indicate how the Portfolio will perform in the future.

ANNUAL TOTAL RETURNS - CALENDAR YEARS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1998 11.21%
99   19.70%
</TABLE>

The bar chart reflects the performance of Class B shares; the performance of the
other Classes will differ because the Classes have different ongoing fees. The
performance information in the bar chart does not reflect the deduction of sales
charges; if these amounts were reflected, the return would be less than shown.
Year-to-date total return as of September 30, 2000 was 6.14%.

             During the periods shown in the bar chart, the highest return for a
             calendar quarter was 16.39% (quarter ended December 31, 1998) and
             the lowest return for a calendar quarter was -11.45% (quarter ended
             September 30, 1998).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (AS OF DECEMBER 31, 1999)
---------------------------------------------------------------------------------
                                                                LIFE OF PORTFOLIO
                                                 PAST 1 YEAR    (SINCE 11/25/97)
<S>                                              <C>            <C>
---------------------------------------------------------------------------------
 Class A                                           14.30%            13.42%
---------------------------------------------------------------------------------
 Class B                                           14.70%            14.31%
---------------------------------------------------------------------------------
 Class C                                           19.17%            15.78%
---------------------------------------------------------------------------------
 Class D                                           20.88%            16.64%
---------------------------------------------------------------------------------
 S&P 500 Index(1)                                  21.04%            24.86%
---------------------------------------------------------------------------------
 Lehman Brothers U.S. Government/Credit
   Index(2)                                        -2.15%            3.90%
---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
(1)                     The Standard and Poor's 500 Index (S&P 500
                        -Registered Trademark-) is a broad-based index, the
                        performance of which is based on the perfomance of 500
                        widely-held common stocks chosen for market size, liquidity
                        and industry group representation. The Index does not
                        include any expenses, fees or charges. The Index is
                        unmanaged and should not be considered an investment.
(2)                     The Lehman Brothers U.S. Government/Credit Index (formerly
                        Lehman Brothers Government/Corporate Index) tracks the
                        performance of government and corporate obligations,
                        including U.S. government agency and Treasury securities and
                        corporate and Yankee bonds. The Index does not include any
                        expenses, fees or charges. The Index is unmanaged and should
                        not be considered an investment.
</TABLE>

                                                                              19
<PAGE>
[Sidebar]
SHAREHOLDER FEES
THESE FEES ARE PAID DIRECTLY FROM YOUR INVESTMENT.
ANNUAL PORTFOLIO
OPERATING EXPENSES
THESE EXPENSES ARE DEDUCTED FROM THE PORTFOLIO'S ASSETS AND ARE BASED ON
EXPENSES PAID FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
[End Sidebar]

[ICON]  FEES AND EXPENSES
--------------------------------------------------------------------------------
           The table below briefly describes the fees and expenses that you may
           pay if you buy and hold shares of the Domestic Portfolio. The
           Portfolio offers four Classes of shares: Classes A, B, C and D. Each
           Class has a different combination of fees, expenses and other
           features. The Portfolio does not charge account or exchange fees. See
           the "Share Class Arrangements" section for further fee and expense
           information.

<TABLE>
<CAPTION>
                                                             CLASS A     CLASS B     CLASS C     CLASS D
<S>                                                          <C>         <C>         <C>         <C>
---------------------------------------------------------------------------------------------------------
 SHAREHOLDER FEES
---------------------------------------------------------------------------------------------------------
 Maximum sales charge (load) imposed on purchases (as a
 percentage of offering price)                                5.25%(1)   None        None         None
---------------------------------------------------------------------------------------------------------
 Maximum deferred sales charge (load) (as a percentage based
 on the lesser of the
 offering price or net asset value at
 redemption)                                                 None(2)      5.00%(3)    1.00%(4)    None
---------------------------------------------------------------------------------------------------------
 ANNUAL PORTFOLIO OPERATING EXPENSES
---------------------------------------------------------------------------------------------------------
 Management fee                                              None        None        None         None
---------------------------------------------------------------------------------------------------------
 Distribution and service (12b-1) fees                       0.24%       1.00%       1.00%        None
---------------------------------------------------------------------------------------------------------
 Other expenses(5)                                           0.43%       0.43%       0.43%       0.43%
---------------------------------------------------------------------------------------------------------
 Total annual Portfolio operating expenses(5)                0.67%       1.43%       1.43%       0.43%
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
(1)                     Reduced for purchases of $25,000 and over.
(2)                     Investments that are not subject to any sales charge at the
                        time of purchase are subject to a contingent deferred sales
                        charge ("CDSC") of 1.00% that will be imposed if you sell
                        your shares within one year after purchase, except for
                        certain specific circumstances.
(3)                     The CDSC is scaled down to 1.00% during the sixth year,
                        reaching zero thereafter. See "Share Class Arrangements" for
                        a complete discussion of the CDSC.
(4)                     Only applicable if you sell your shares within one year
                        after purchase.
(5)                     The Investment Manager has agreed to assume all operating
                        expenses (except for brokerage and 12b-1 fees) for the
                        Portfolio and has agreed to extend such expense assumption
                        through December 31, 2001. As a result of such assumption of
                        other expenses, for the fiscal period ended September 30,
                        2000, the actual "Other Expenses" amounted to 0.00% for each
                        Class of the Portfolio and "Total Fund Operating Expenses"
                        amounted to 0.24%, 1.00%, 1.00% and 0.00% for Class A, B, C
                        and D respectively of the Portfolio.
</TABLE>

 20
<PAGE>
           EXAMPLE
           This example is intended to help you compare the cost of investing in
           the Portfolio with the cost of investing in other mutual funds.

           The example assumes that you invest $10,000 in the Portfolio, your
           investment has a 5% return each year, and the Portfolio's operating
           expenses remain the same. Although your actual costs may be higher or
           lower, the tables below show your costs at the end of each period
           based on these assumptions depending upon whether or not you sell
           your shares at the end of each period.

<TABLE>
<CAPTION>
                                                 IF YOU SOLD YOUR SHARES:                     IF YOU HELD YOUR SHARES:
                                         -----------------------------------------    -----------------------------------------
                                          1 YEAR    3 YEARS    5 YEARS    10 YEARS     1 YEAR    3 YEARS    5 YEARS    10 YEARS
                <S>                      <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS A                   $590       $728      $  879     $1,316       $590       $728      $  879     $1,316
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS B                   $646       $752      $  982     $1,713       $146       $452      $  782     $1,713
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS C                   $246       $452      $  782     $1,713       $146       $452      $  782     $1,713
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS D                   $ 44       $138      $  241     $  542       $ 44       $138      $  241     $  542
                ------------------------------------------------------------------    -----------------------------------------
</TABLE>

           Long-term shareholders of Class B and Class C may pay more in sales
           charges, including distribution fees, than the economic equivalent of
           the maximum front-end sales charges permitted by the NASD.

                                                                              21
<PAGE>
           UNDERLYING FUND EXPENSES
           The Portfolio will not pay any sales load or 12b-1 fee in connection
           with its investments in shares of Underlying Funds. However, the
           Portfolio will indirectly bear its pro rata share of the expenses
           incurred by the Underlying Funds that are borne by Class D
           shareholders of the Underlying Funds. These expenses are set forth in
           the table below (as of each Underlying Fund's most recent fiscal year
           end).

<TABLE>
<CAPTION>
                                                                             MANAGEMENT      OTHER       TOTAL
                                                                                FEES        EXPENSES    EXPENSES
                <S>                                                          <C>            <C>         <C>
                ------------------------------------------------------------------------------------------------
                 Aggressive Equity Fund                                         0.75%        0.18%       0.93%
                ------------------------------------------------------------------------------------------------
                 American Opportunities Fund                                    0.46%        0.13%       0.59%
                ------------------------------------------------------------------------------------------------
                 Capital Growth Securities                                      0.64%        0.22%       0.86%
                ------------------------------------------------------------------------------------------------
                 Competitive Edge Fund -- "Best Ideas" Portfolio                0.64%        0.19%       0.83%
                ------------------------------------------------------------------------------------------------
                 Convertible Securities Trust                                   0.60%        0.20%       0.80%
                ------------------------------------------------------------------------------------------------
                 Developing Growth Securities Trust                             0.49%        0.12%       0.61%
                ------------------------------------------------------------------------------------------------
                 Dividend Growth Securities                                     0.35%        0.08%       0.43%
                ------------------------------------------------------------------------------------------------
                 Equity Fund                                                    0.85%        0.19%       1.04%
                ------------------------------------------------------------------------------------------------
                 Financial Services Trust                                       0.75%        0.21%       0.96%
                ------------------------------------------------------------------------------------------------
                 Growth Fund                                                    0.79%        0.10%       0.89%
                ------------------------------------------------------------------------------------------------
                 Health Sciences Trust                                          1.00%        0.20%       1.20%
                ------------------------------------------------------------------------------------------------
                 High Yield Securities                                          0.39%        0.11%       0.50%
                ------------------------------------------------------------------------------------------------
                 Income Builder Fund                                            0.75%        0.22%       0.97%
                ------------------------------------------------------------------------------------------------
                 Information Fund                                               0.73%        0.16%       0.89%
                ------------------------------------------------------------------------------------------------
                 Intermediate Income Securities                                 0.60%        0.32%       0.92%
                ------------------------------------------------------------------------------------------------
                 Market Leader Trust                                            0.75%        0.18%       0.93%
                ------------------------------------------------------------------------------------------------
                 Mid-Cap Equity Trust                                           0.75%        0.18%       0.93%
                ------------------------------------------------------------------------------------------------
                 Natural Resource Development Securities                        0.62%        0.27%       0.89%
                ------------------------------------------------------------------------------------------------
                 Next Generation Trust                                          0.75%        0.70%       1.45%
                ------------------------------------------------------------------------------------------------
                 Real Estate Fund                                               1.00%        0.56%       1.56%
                ------------------------------------------------------------------------------------------------
                 S&P 500 Index Fund                                             0.38%        0.12%       0.50%
                ------------------------------------------------------------------------------------------------
                 S&P 500 Select Fund                                            0.60%        0.37%       0.97%
                ------------------------------------------------------------------------------------------------
                 Short-Term Bond Fund                                           0.70%        0.20%       0.90%
                ------------------------------------------------------------------------------------------------
                 Small Cap Growth Fund                                          1.00%        0.18%       1.18%
                ------------------------------------------------------------------------------------------------
                 Special Value Fund                                             0.75%        0.25%       1.00%
                ------------------------------------------------------------------------------------------------
                 Total Market Index Fund                                        0.25%        0.25%       0.50%
                ------------------------------------------------------------------------------------------------
                 Total Return Trust                                             0.75%        0.18%       0.93%
                ------------------------------------------------------------------------------------------------
                 21st Century Trend Fund                                        0.75%        0.29%       1.04%
                ------------------------------------------------------------------------------------------------
                 U.S. Government Securities Trust                               0.44%        0.10%       0.54%
                ------------------------------------------------------------------------------------------------
                 Utilities Fund                                                 0.54%        0.11%       0.65%
                ------------------------------------------------------------------------------------------------
                 Value Fund                                                     1.00%        0.34%       1.34%
                ------------------------------------------------------------------------------------------------
                 Value-Added Market Series -- Equity Portfolio                  0.46%        0.13%       0.59%
                ------------------------------------------------------------------------------------------------
</TABLE>

 22
<PAGE>
[ICON]  ADDITIONAL RISK INFORMATION
--------------------------------------------------------------------------------

           This section provides additional information relating to the
           principal risks of investing in the Underlying Funds described above.

           OPTIONS AND FUTURES. If an Underlying Fund invests in options and/or
           futures (including stock index futures or options on stock indexes or
           on stock index futures), its participation in these markets would
           subject the Underlying Fund's portfolio to certain risks. If the
           Investment Manager's and/or Sub-Advisor's predictions of movements in
           the direction of the stock, currency or interest rate markets are
           inaccurate, the adverse consequences to the Underlying Fund (e.g., a
           reduction in the Underlying Fund's net asset value or a reduction in
           the amount of income available for distribution) may leave the
           Underlying Fund in a worse position than if these strategies were not
           used. Other risks inherent in the use of options and futures include,
           for example, the possible imperfect correlation between the price of
           options and futures contracts and movements in the prices of the
           securities or indexes being hedged, and the possible absence of a
           liquid secondary market for any particular instrument. Certain
           options may be over-the-counter options, which are options negotiated
           with dealers; there is no secondary market for these investments.

           REITS. Real estate investment trusts, known as "REITs," pool
           investors' funds for investments primarily in commercial real estate
           properties. Like mutual funds, REITs have expenses, including
           advisory and administration fees, that are paid by their
           shareholders. As a result, the Underlying Fund would absorb duplicate
           levels of fees when it invests in REITs. The performance of any REIT
           holdings ultimately depends on the types of real property in which
           the REIT invests and how well the property is managed. A general
           downturn in real estate values also can hurt REIT performance.

           SPDRS. S&P 500 Index Fund may invest in Standard & Poor's Depository
           Receipts, securities referred to as SPDRs (known as "Spiders"), that
           are designed to track the S&P 500 Index. SPDRs represent an ownership
           interest in the SPDR Trust, which holds a portfolio of common stocks
           that closely tracks the price performance and dividend yield of the
           S&P 500 Index. SPDRs trade on the American Stock Exchange like shares
           of common stock and have many of the same risks as direct investments
           in common stocks. The market value of SPDRs is expected to rise and
           fall as the S&P 500 Index rises and falls. If the Underlying Fund
           invests in SPDRs, it would, in addition to its own expenses,
           indirectly bear its ratable share of the SPDR's expenses.

           ASSET-BACKED SECURITIES. Asset-backed securities have risk
           characteristics similar to mortgage-backed securities. Like
           mortgage-backed securities, they generally decrease in value as a
           result of interest rate increases, but may benefit less than other
           fixed-income securities from declining interest rates, principally
           because of prepayments.

                                                                              23
<PAGE>
           Also, as in the case of mortgage-backed securities, prepayments
           generally increase during a period of declining interest rates
           although other factors, such as changes in credit use and payment
           patterns, may also influence prepayment rates. Asset-backed
           securities also involve the risk that various federal and state
           consumer laws and other legal and economic factors may result in the
           collateral backing the securities being insufficient to support
           payment on the securities.

 24
<PAGE>
[Sidebar]
CAPITAL APPRECIATION
AN INVESTMENT OBJECTIVE HAVING THE GOAL OF SELECTING SECURITIES WITH THE
POTENTIAL TO RISE IN PRICE RATHER THAN PAY OUT INCOME.
[End Sidebar]

THE INTERNATIONAL PORTFOLIO

[ICON]  INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
           The International Portfolio seeks long-term capital appreciation.

[ICON]  PRINCIPAL INVESTMENT STRATEGIES
--------------------------------------------------------------------------------

           The International Portfolio normally invests at least 65% of its
           assets in shares of the Underlying Funds described below. These
           Underlying Funds are intended to give the Portfolio broad
           international exposure. At any time the Portfolio's "Investment
           Manager," Morgan Stanley Dean Witter Advisors Inc., may add or
           substitute Underlying Funds in which the Portfolio may invest. In
           deciding how to allocate the Portfolio's assets among the selected
           Underlying Funds, the Investment Manager considers its outlook for
           the various economies and financial markets worldwide, and the
           relative market valuations of the Underlying Funds. There are no
           minimum or maximum percentages in which the Portfolio must invest in
           any Underlying Fund.

           THE UNDERLYING MORGAN STANLEY DEAN WITTER FUNDS

           The following is a brief summary of the investment objectives and
           principal investment strategies of the Underlying Funds that the
           Investment Manager presently considers for investment. The
           Portfolio's Investment Manager also serves as the Investment Manager
           to each of the Underlying Funds. For a complete description of an
           Underlying Fund, please see its prospectus, which is available free
           of charge by calling (877) 937-MSDW (toll-free).

           ---------------------------------------------------------------------
           EUROPEAN GROWTH FUND INC.
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     securities of issuers located in European
                                                     countries. The principal countries in which the
                                                     fund invests are France, the United Kingdom,
                                                     Germany, the Netherlands, Spain, Sweden,
                                                     Switzerland and Italy. The fund generally invests
                                                     in equity securities but may also invest without
                                                     limitation in fixed-income securities issued or
                                                     guaranteed by European governments. The fund's
                                                     Investment Manager and/or "Sub-Advisor," Morgan
                                                     Stanley Dean Witter Investment Management Inc.,
                                                     generally invest fund assets in companies they
                                                     believe have a high rate of earnings growth
                                                     potential. In addition, the fund may invest in
                                                     equity securities of non-European issuers,
</TABLE>

                                                                              25
<PAGE>
<TABLE>
<S>                                                  <C>
                                                     government and convertible securities issued by
                                                     non-European governmental or private issuers,
                                                     forward currency contracts, options on currencies
                                                     and warrants.
</TABLE>

           ---------------------------------------------------------------------
           INTERNATIONAL SMALLCAP FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term growth of capital.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and other equity securities of small
                                                     capitalization companies located outside the
                                                     United States. The fund may invest more than 25%
                                                     of its assets in securities of companies located
                                                     in each of the United Kingdom and Japan. The
                                                     fund's "Sub-Advisor," Morgan Stanley Dean Witter
                                                     Investment Management Inc., seeks securities of
                                                     companies with long-term growth prospects,
                                                     attractive valuation comparisons and adequate
                                                     market liquidity. In addition, the fund may invest
                                                     in equity securities of companies which have
                                                     medium or large market capitalizations,
                                                     fixed-income securities issued or guaranteed by
                                                     foreign governments, lower-rated convertible
                                                     securities and forward currency contracts.
</TABLE>

           ---------------------------------------------------------------------
           JAPAN FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common or preferred stocks of companies which are
                                                     located in Japan. The fund's "Sub-Advisor," Morgan
                                                     Stanley Dean Witter Investment Management Inc.,
                                                     generally invests fund assets in companies it
                                                     believes have earnings growth potential and are
                                                     attractively priced. The fund also may invest in
                                                     convertible securities and fixed-income securities
                                                     of companies located in Japan or guaranteed by the
                                                     Japanese government, and in equity or fixed-income
                                                     securities of companies located in, or governments
                                                     of, developed countries in Asia, Europe or North
                                                     America (including the U.S.). In addition, the
                                                     fund may invest in forward currency contracts and
                                                     options on foreign currencies.
</TABLE>

 26
<PAGE>
           ---------------------------------------------------------------------
           LATIN AMERICAN GROWTH FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Long-term capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and other equity securities of Latin
                                                     American companies. In determining which
                                                     securities to buy, hold or sell, the fund's
                                                     "Sub-Advisor," TCW Investment Management Company,
                                                     selects securities based on its view of their
                                                     potential for capital appreciation. The fund will
                                                     normally invest in at least three Latin American
                                                     countries. In addition, the fund may invest in
                                                     Latin American convertible and debt securities
                                                     (including junk bonds), other investment
                                                     companies, options and futures, and forward
                                                     currency contracts.
</TABLE>

           ---------------------------------------------------------------------
           PACIFIC GROWTH FUND
           ---------------------------------------------------------------------

<TABLE>
<S>                                                  <C>
             INVESTMENT OBJECTIVE                    Capital appreciation.

             PRINCIPAL INVESTMENT STRATEGY           Normally invests at least 65% of its assets in
                                                     common stocks and other securities of companies
                                                     which have a principal place of business in, or
                                                     which derive a majority of their revenues from
                                                     business in, Asia, Australia and New Zealand. The
                                                     principal Asian countries include: Japan,
                                                     Malaysia, Singapore, Hong Kong, Thailand, the
                                                     Philippines, India, Indonesia, Taiwan and South
                                                     Korea. The fund may invest more than 25% of its
                                                     net assets in each of Japan, Hong Kong, Malaysia,
                                                     South Korea and/or Taiwan. The fund's Investment
                                                     Manager and/or "Sub-Advisor," Morgan Stanley Dean
                                                     Witter Investment Management Inc., generally
                                                     invest fund assets in companies they believe have
                                                     a high rate of earnings growth potential. In
                                                     addition, the fund may invest in securities of
                                                     other investment companies, forward currency
                                                     contracts, and options and futures.
</TABLE>

           In addition to the principal investment strategies of the Underlying
           Funds described above, the Portfolio may use the following investment
           strategies:

           DEFENSIVE INVESTING. The Portfolio may take temporary "defensive"
           positions in attempting to respond to adverse market conditions. The
           Portfolio may invest any amount of its assets in cash or money market
           instruments in a defensive posture when the Investment Manager
           believes it is advisable to do so. Although taking a defensive

                                                                              27
<PAGE>
           posture is designed to protect the Portfolio from an anticipated
           market downturn, it could have the effect of reducing the benefit
           from any upswing in the market. When the Portfolio takes a defensive
           position, it may not achieve its investment objective.

           PORTFOLIO TURNOVER. The Portfolio may engage in active and frequent
           trading of Underlying Funds to achieve its principal investment
           strategies. The portfolio turnover rate is not expected to exceed
           300% annually under normal circumstances. A high turnover rate, such
           as 300%, may increase the Portfolio's capital gains, which are passed
           along to shareholders of the Portfolio as distributions. This, in
           turn, may increase your tax liability as a shareholder of the
           Portfolio. See the sections on "Distributions" and "Tax
           Consequences." A high turnover rate would not result in the Portfolio
           incurring higher sales charges/brokerage commissions because the
           Portfolio would be trading Class D shares of the Underlying Funds
           which are sold without any sales charges.

           The percentage limitations relating to the composition of the
           Portfolio apply at the time the Portfolio acquires an investment.
           Subsequent percentage changes that result from market fluctuations
           will not require the Portfolio to sell any security. The Portfolio
           may change its principal investment strategies without shareholder
           approval; however, you would be notified of any changes.

[ICON]  PRINCIPAL RISKS
--------------------------------------------------------------------------------
           There is no assurance that the Portfolio will achieve its investment
           objective. The Portfolio's share price will fluctuate with changes in
           the market value of the Portfolio's investments in Underlying Funds.
           When you sell Portfolio shares, they may be worth less than what you
           paid for them and, accordingly, you can lose money investing in this
           Portfolio. In addition, the performance of the Portfolio may be
           adversely affected because in allocating Portfolio assets among the
           Underlying Funds the Investment Manager may consider the impact of
           the allocation decision on the Underlying Funds.

           Set forth below are the principal risks associated with investing in
           the Underlying Funds described above. For more information about the
           risks of investing in the Underlying Funds, please see their
           prospectuses, which are available free of charge by calling
           (877) 937-MSDW (toll-free).

           FOREIGN SECURITIES. A principal risk of investing in each of the
           Underlying Funds is associated with foreign stock investments. In
           general, stock values fluctuate in response to activities specific to
           the company as well as general market, economic and political
           conditions. Stock prices can fluctuate widely in response to these
           factors.

           The Underlying Funds' investments in foreign securities involve risks
           in addition to the risks associated with domestic securities. One
           additional risk is currency risk. While the price of Underlying Fund
           shares is quoted in U.S. dollars, the Underlying Funds generally
           convert U.S. dollars to a foreign market's local currency to purchase
           a security

 28
<PAGE>
           in that market. If the value of that local currency falls relative to
           the U.S. dollar, the U.S. dollar value of the foreign security will
           decrease. This is true even if the foreign security's local price
           remains unchanged.

           Foreign securities (including depository receipts) also have risks
           related to economic and political developments abroad, including
           expropriations, confiscatory taxation, exchange control regulation,
           limitations on the use or transfer of Underlying Fund assets and any
           effects of foreign social, economic or political instability. In
           particular, adverse political or economic developments in a
           geographic region or a particular country in which an Underlying Fund
           invests could cause a substantial decline in the value of the
           Underlying Fund's portfolio. Foreign companies, in general, are not
           subject to the regulatory requirements of U.S. companies and, as
           such, there may be less publicly available information about these
           companies. Moreover, foreign accounting, auditing and financial
           reporting standards generally are different from those applicable to
           U.S. companies. Finally, in the event of a default of any foreign
           debt obligations, it may be more difficult for an Underlying Fund to
           obtain or enforce a judgment against the issuers of the securities.

           Securities of foreign issuers may be less liquid than comparable
           securities of U.S. issuers and, as such, their price changes may be
           more volatile. Furthermore, foreign exchanges and broker-dealers are
           generally subject to less government and exchange scrutiny and
           regulation than their U.S. counterparts. In addition, differences in
           clearance and settlement procedures in foreign markets may occasion
           delays in settlements of an Underlying Fund's trades effected in
           those markets. Delays in purchasing securities may result in the
           Underlying Fund losing investment opportunities. The inability to
           dispose of foreign securities due to settlement delays could result
           in losses to the Underlying Fund due to subsequent declines in the
           value of the securities.

           Certain Underlying Funds may invest in foreign securities issued by
           companies located in developing or emerging countries. Compared to
           the United States and other developed countries, developing or
           emerging countries may have relatively unstable governments,
           economies based on only a few industries and securities markets that
           trade a small number of securities. Prices of these securities tend
           to be especially volatile and, in the past, securities in these
           countries have been characterized by greater potential loss (as well
           as gain) than securities of companies located in developed countries.

           Certain Underlying Funds may invest in foreign small capitalization
           securities. Investing in lesser-known, smaller capitalized companies
           may involve greater risk of volatility of the fund's share price than
           is customarily associated with investing in larger, more established
           companies. There is typically less publicly available information
           concerning smaller companies than for larger, more established
           companies. Some small companies have limited product lines,
           distribution channels and financial and managerial resources and tend
           to concentrate on fewer geographical markets than do larger
           companies. Also, because smaller companies normally have fewer shares
           outstanding than larger companies and trade less frequently, it may
           be more difficult for the fund to buy and sell significant amounts of
           shares without an

                                                                              29
<PAGE>
           unfavorable impact on prevailing market prices. Some of the companies
           in which the fund may invest may distribute, sell or produce products
           which have recently been brought to market and may be dependent on
           key personnel with varying degrees of experience.

           LATIN AMERICAN SECURITIES. Latin American Growth Fund concentrates
           its investments in the common stock of Latin American companies.
           Consequently, the fund's share price may be more volatile than that
           of mutual funds not sharing this geographic concentration. Economic
           and political developments in Latin America may have profound effects
           upon the value of the fund's portfolio. In the event of
           expropriation, nationalization or other complications, the fund could
           lose its entire investment in any one country. In addition,
           individual Latin American countries may place restrictions on the
           ability of foreign entities such as the fund to invest in particular
           segments of the local economies.

           The securities markets of Latin American countries are substantially
           smaller, less developed, less liquid and more volatile than the major
           securities markets in the United States. The limited size of many
           Latin American securities markets and limited trading volume in
           issuers compared to volume of trading in U.S. securities could cause
           prices to be erratic for reasons apart from factors that affect the
           quality of the securities. For example, limited market size may cause
           prices to be unduly influenced by traders who control large
           positions. Adverse publicity and investors' perceptions, whether or
           not based on fundamental analysis, may decrease the value and
           liquidity of securities, especially in these markets.

           In addition, many of the currencies of Latin American countries have
           experienced steady devaluations relative to the U.S. dollar, and
           major devaluations have historically occurred in certain countries.
           Any devaluations in the currencies in which the fund's portfolio
           securities are denominated may have a detrimental impact on the fund.
           There is also a risk that certain Latin American countries may
           restrict the free conversion of their currencies into other
           currencies. Further, certain Latin American currencies may not be
           internationally traded.

           Most Latin American countries have experienced substantial, and in
           some periods extremely high, rates of inflation for many years.
           Inflation and rapid fluctuations in inflation rates have had and may
           continue to have very negative effects on the economies and
           securities markets of certain Latin American countries.

           Latin American securities are also subject to the more general risks
           associated with foreign securities which are discussed above.

           JAPANESE SECURITIES. Japan Fund concentrates its investments in the
           common stock (including depository receipts) of Japanese companies.
           Consequently, the fund's share price may be more volatile than that
           of mutual funds not sharing this geographic concentration. The value
           of the fund's shares may vary widely in response to political and
           economic factors affecting companies in Japan. Securities in Japan
           are denominated and quoted in yen. As a result, the value of the
           fund's Japanese securities, as measured in U.S. dollars, may be
           affected by fluctuations in the value of the Japanese

 30
<PAGE>
           yen relative to the U.S. dollar. Securities traded on Japanese stock
           exchanges have exhibited significant volatility in recent years. In
           addition, Japanese securities that are not traded on the first
           sections of the three main Japanese exchanges may be more volatile
           and less liquid than those traded on the first sections. The decline
           in the Japanese markets since 1989 has contributed to a weakness in
           the Japanese economy. Continued economic weakness could result in
           further declines in the Japanese securities markets. Japan's economy
           may be significantly affected by any strains in its trade relations,
           particularly with the U.S.

           Japanese securities are also subject to the more general risks
           associated with foreign securities which are discussed above.

           PACIFIC BASIN SECURITIES. Pacific Growth Fund concentrates its
           investments in the common stock of companies located in Asia,
           Australia and New Zealand. Consequently, the fund's share price may
           be more volatile than that of mutual funds not sharing this
           geographic concentration. Economic and political developments in the
           Pacific Basin region of the world may have profound effects upon the
           value of the fund's portfolio.

           OTHER RISKS. The performance of each Underlying Fund also will depend
           on whether the Investment Manager and/or Sub-Advisor is successful in
           pursuing the Underlying Fund's investment strategy. The Underlying
           Funds are also subject to other risks from their permissible
           investments, including the risks associated with investments in
           fixed-income securities, convertible securities, junk bonds,
           securities of other investment companies, options and futures, and
           forward currency contracts. For more information about these risks,
           see the "Additional Risk Information" section.

           In addition to the principal risks associated with the Underlying
           Funds, the Portfolio also will be subject to the following risks:

           NON-DIVERSIFIED STATUS. The Portfolio is a "non-diversified" mutual
           fund and, as such, its investments are not required to meet certain
           diversification requirements under federal law. Compared with
           "diversified" funds, the Portfolio may invest a greater percentage of
           its assets in the securities of an individual issuer, in this case
           any Underlying Fund. Thus, the Portfolio's assets may be concentrated
           in fewer securities than other funds. A decline in the value of those
           investments would cause the Portfolio's overall value to decline to a
           greater degree.

           The performance of the Portfolio also will depend on whether the
           Investment Manager is successful in pursuing the Portfolio's
           investment strategy.

           Shares of the Portfolio are not bank deposits and are not guaranteed
           or insured by the FDIC or any other government agency.

                                                                              31
<PAGE>
[SIDEBAR]
ANNUAL TOTAL RETURNS
THIS CHART SHOWS HOW THE PERFORMANCE OF THE PORTFOLIO'S CLASS B SHARES HAS
VARIED FROM YEAR TO YEAR OVER THE PAST 2 CALENDAR YEARS.
AVERAGE ANNUAL
TOTAL RETURNS
THIS TABLE COMPARES THE PORTFOLIO'S AVERAGE ANNUAL TOTAL RETURNS WITH THOSE OF A
BROAD MEASURE OF MARKET PERFORMANCE OVER TIME. THE PORTFOLIO'S RETURNS INCLUDE
THE MAXIMUM APPLICABLE SALES CHARGE FOR EACH CLASS AND ASSUME YOU SOLD YOUR
SHARES AT THE END OF EACH PERIOD.
[End Sidebar]

[ICON]  PAST PERFORMANCE
--------------------------------------------------------------------------------
           The bar chart and table below provide some indication of the risks of
           investing in the International Portfolio. The Portfolio's past
           performance does not indicate how the Portfolio will perform in the
           future.

ANNUAL TOTAL RETURNS - CALENDAR YEARS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>  <C>
1998 7.92%
99   40.18%
</TABLE>

The bar chart reflects the performance of Class B shares; the performance of the
other Classes will differ because the Classes have different ongoing fees. The
performance information in the bar chart does not reflect the deduction of sales
charges; if these amounts were reflected, returns would be less than shown.
Year-to-date total return as of September 30, 2000 was -11.10%.

             During the periods shown in the bar chart, the highest return for a
             calendar quarter was 18.64% (quarter ended December 31, 1999) and
             the lowest return for a calendar quarter was -11.38% (quarter ended
             September 30, 1998).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (AS OF DECEMBER 31, 1999)
---------------------------------------------------------------------------------
                                                                LIFE OF PORTFOLIO
                                                 PAST 1 YEAR    (SINCE 11/25/97)
<S>                                              <C>            <C>
---------------------------------------------------------------------------------
 Class A                                           33.63%            19.22%
---------------------------------------------------------------------------------
 Class B                                           35.18%            20.32%
---------------------------------------------------------------------------------
 Class C                                           39.68%            21.69%
---------------------------------------------------------------------------------
 Class D                                           41.53%            22.64%
---------------------------------------------------------------------------------
 Morgan Stanley Capital International EAFE
 Index(1)                                          26.96%            23.43%
---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
1                       The Morgan Stanley Capital International (MSCI) EAFE Index
                        measures the performance for a diverse range of global stock
                        markets within Europe, Australasia, and the Far East. The
                        performance of the Index is listed in U.S. dollars and
                        assumes reinvestment of net dividends. "Net dividends"
                        reflects a reduction in dividends after taking into account
                        withholding of taxes by certain foreign countries
                        represented in the Index. The Index does not include any
                        expenses, fees or charges. The Index is unmanaged and should
                        not be considered an investment.
</TABLE>

 32
<PAGE>
[Sidebar]
SHAREHOLDER FEES
THESE FEES ARE PAID DIRECTLY FROM YOUR INVESTMENT.
ANNUAL PORTFOLIO
OPERATING EXPENSES
THESE EXPENSES ARE DEDUCTED FROM THE PORTFOLIO'S ASSETS AND
ARE BASED ON EXPENSES PAID
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
[End Sidebar]

[ICON]  FEES AND EXPENSES
--------------------------------------------------------------------------------
           The table below briefly describes the fees and expenses that you may
           pay if you buy and hold shares of the International Portfolio. The
           Portfolio offers four Classes of shares: Classes A, B, C and D. Each
           Class has a different combination of fees, expenses and other
           features. The Portfolio does not charge account or exchange fees. See
           the "Share Class Arrangements" section for further fee and expense
           information.

<TABLE>
<CAPTION>
                                                             CLASS A     CLASS B     CLASS C     CLASS D
<S>                                                          <C>         <C>         <C>         <C>
---------------------------------------------------------------------------------------------------------
 SHAREHOLDER FEES
---------------------------------------------------------------------------------------------------------
 Maximum sales charge (load) imposed on purchases (as a
 percentage of offering price)                                5.25%(1)    None        None         None
---------------------------------------------------------------------------------------------------------
 Maximum deferred sales charge (load) (as a percentage based
 on the lesser of the
 offering price or net asset value at
 redemption)                                                 None(2)      5.00%(3)    1.00%(4)     None
---------------------------------------------------------------------------------------------------------
 ANNUAL PORTFOLIO OPERATING EXPENSES
---------------------------------------------------------------------------------------------------------
 Management fee                                               None        None        None         None
---------------------------------------------------------------------------------------------------------
 Distribution and service (12b-1) fees                        0.24%       1.00%       1.00%        None
---------------------------------------------------------------------------------------------------------
 Other expenses(5)                                            0.36%       0.36%       0.36%        0.36%
---------------------------------------------------------------------------------------------------------
 Total annual Portfolio operating expenses(5)                 0.60%       1.36%       1.36%        0.36%
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
1                       Reduced for purchases of $25,000 and over.
2                       Investments that are not subject to any sales charge at the
                        time of purchase are subject to a contingent deferred sales
                        charge ("CDSC") of 1.00% that will be imposed if you sell
                        your shares within one year after purchase, except for
                        certain specific circumstances.
3                       The CDSC is scaled down to 1.00% during the sixth year,
                        reaching zero thereafter. See "Share Class Arrangements" for
                        a complete discussion of the CDSC.
4                       Only applicable if you sell your shares within one year
                        after purchase.
5                       The Investment Manager has agreed to assume all operating
                        expenses (except for brokerage and 12b-1 fees) for the
                        Portfolio and has agreed to extend such expense assumption
                        through December 31, 2001. As a result of such assumption of
                        other expenses, for the fiscal period ended September 30,
                        2000, the actual "Other Expenses" amounted to 0.00% for each
                        Class of the Portfolio and "Total Fund Operating Expenses"
                        amounted to 0.24%, 1.00%, 1.00% and 0.00% for Class A, B, C
                        and D respectively of the Portfolio.
</TABLE>

           EXAMPLE
           This example is intended to help you compare the cost of investing in
           the Portfolio with the cost of investing in other mutual funds.

           The example assumes that you invest $10,000 in the Portfolio, your
           investment has a 5% return each year, and the Portfolio's operating
           expenses remain the same. Although your

                                                                              33
<PAGE>
           actual costs may be higher or lower, the tables below show your costs
           at the end of each period based on these assumptions depending upon
           whether or not you sell your shares at the end of each period.

<TABLE>
<CAPTION>
                                                 IF YOU SOLD YOUR SHARES:                     IF YOU HELD YOUR SHARES:
                                         -----------------------------------------    -----------------------------------------
                                          1 YEAR    3 YEARS    5 YEARS    10 YEARS     1 YEAR    3 YEARS    5 YEARS    10 YEARS
                <S>                      <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS A                   $583       $707       $842      $1,236       $583       $707       $842      $1,236
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS B                   $638       $731       $945      $1,635       $138       $431       $745      $1,635
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS C                   $238       $431       $745      $1,635       $138       $431       $745      $1,635
                ------------------------------------------------------------------    -----------------------------------------
                 CLASS D                   $ 37       $116       $202      $  456       $ 37       $116       $202      $  456
                ------------------------------------------------------------------    -----------------------------------------
</TABLE>

           Long-term shareholders of Class B and Class C may pay more in sales
           charges, including distribution fees, than the economic equivalent of
           the maximum front-end sales charges permitted by the NASD.

           UNDERLYING FUND EXPENSES

           The Portfolio will not pay any sales load or 12b-1 fee in connection
           with its investments in shares of Underlying Funds. However, the
           Portfolio will indirectly bear its pro rata share of the expenses
           incurred by the Underlying Funds that are borne by Class D
           shareholders of the Underlying Funds. These expenses are set forth in
           the table below (as of each Underlying Fund's most recent fiscal year
           end).

<TABLE>
<CAPTION>
                                                                             MANAGEMENT      OTHER       TOTAL
                                                                                FEES        EXPENSES    EXPENSES
                <S>                                                          <C>            <C>         <C>
                ------------------------------------------------------------------------------------------------
                 European Growth Fund                                           0.91%        0.22%       1.13%
                ------------------------------------------------------------------------------------------------
                 International SmallCap Fund                                    1.15%        0.71%       1.86%
                ------------------------------------------------------------------------------------------------
                 Japan Fund                                                     0.95%        0.38%       1.33%
                ------------------------------------------------------------------------------------------------
                 Latin American Growth Fund                                     1.25%        0.81%       2.06%
                ------------------------------------------------------------------------------------------------
                 Pacific Growth Fund                                            0.95%        0.61%       1.56%
                ------------------------------------------------------------------------------------------------
</TABLE>

[ICON]  ADDITIONAL RISK INFORMATION
--------------------------------------------------------------------------------
           This section provides additional information relating to the
           principal risks of investing in the Underlying Funds described above.

           FIXED-INCOME SECURITIES. Certain Underlying Funds invest in
           fixed-income securities (which may include zero coupon securities).
           All fixed-income securities are subject to two types of risk: credit
           risk and interest rate risk. Credit risk refers to the possibility
           that the issuer of a security will be unable to make interest
           payments and/or repay the principal on its debt.

           Interest rate risk refers to fluctuations in the value of a
           fixed-income security resulting from changes in the general level of
           interest rates. When the general level of interest rates goes up, the
           prices of most fixed-income securities go down. When the general

 34
<PAGE>
           level of interest rates goes down, the prices of most fixed-income
           securities go up. Accordingly, a rise in the general level of
           interest rates may cause the price of the Fund's fixed-income
           securities to fall substantially. (Zero coupon securities are
           typically subject to greater price fluctuations than comparable
           securities that pay interest.)

           CONVERTIBLE SECURITIES. Certain Underlying Funds may invest in
           convertible securities, which are securities that generally pay
           dividends or interest and may be converted into common stock. These
           securities may carry risks associated with both fixed-income
           securities and common stocks. To the extent that a convertible
           security's investment value is greater than its conversion value, its
           price will be likely to increase when interest rates fall and
           decrease when interest rates rise, as with a fixed-income security.
           If the conversion value exceeds the investment value, the price of
           the convertible security will tend to fluctuate directly with the
           price of the underlying equity security.

           With respect to certain Underlying Funds, there are no minimum rating
           or quality requirements as to their convertible securities
           investments and, thus, all or some of such securities may be rated
           below investment grade. These "junk bonds" have speculative risk
           characteristics which are described below.

           JUNK BONDS. Certain Underlying Funds may invest in junk bonds, i.e.,
           fixed-income securities rated lower than investment grade or, if not
           rated, determined to be of comparable quality. Junk bonds are subject
           to greater risk of loss of income and principal than higher rated
           securities. The prices of junk bonds are likely to be more sensitive
           to adverse economic changes or individual corporate developments than
           higher rated securities. During an economic downturn or substantial
           period of rising interest rates, junk bond issuers and, in
           particular, highly leveraged issuers may experience financial stress
           that would adversely affect their ability to service their principal
           and interest payment obligations, to meet their projected business
           goals or to obtain additional financing. In the event of a default,
           an Underlying Fund may incur additional expenses to seek recovery.
           The secondary market for junk bonds may be less liquid than the
           markets for higher quality securities and, as such, may have an
           adverse effect on the market prices of certain securities. The
           illiquidity of the market may also adversely affect the ability of an
           Underlying Fund's directors/trustees to arrive at a fair value for
           certain junk bonds at certain times and could make it difficult for
           the Underlying Fund to sell certain securities. In addition, periods
           of economic uncertainty and change probably would result in an
           increased volatility of market prices of high yield securities and a
           corresponding volatility in an Underlying Fund's net asset value.

           LATIN AMERICAN SOVEREIGN DEBT SECURITIES. Latin American Growth
           Fund's investments in Latin American sovereign debt are subject to
           unique credit risks. Certain Latin American countries are among the
           largest debtors to commercial banks and foreign governments. At
           times, certain Latin American countries have declared a moratorium on
           the payment of principal and/or interest on external debt. The
           governmental entities that control the repayment also may not be
           willing or able to repay the principal and/or interest on the debt
           when it becomes due. Latin American

                                                                              35
<PAGE>
           governments may default on their sovereign debt, which may require
           holders of that debt to participate in debt rescheduling or
           additional lending to defaulting governments. There is no bankruptcy
           proceeding by which defaulted sovereign debt may be collected. These
           risks could have a severely negative impact on the fund's sovereign
           debt holdings and cause the value of the fund's shares to decline
           drastically.

           INVESTMENT COMPANIES. Any Underlying Fund investment in an investment
           company is subject to the underlying risk of that investment
           company's portfolio securities. For example, if the investment
           company held common stocks, the Underlying Fund also would be exposed
           to the risk of investing in common stocks. In addition to the
           Underlying Fund's fees and expenses, the Underlying Fund would bear
           its share of the investment company's fees and expenses.

           OPTIONS AND FUTURES. If an Underlying Fund invests in options and/or
           futures (including options on currencies), its participation in these
           markets would subject the Underlying Fund's portfolio to certain
           risks. The Investment Manager's and/or Sub-Advisor's predictions of
           movements in the direction of the stock, currency or interest rate
           markets may be inaccurate, and the adverse consequences to the
           Underlying Fund (e.g., a reduction in the Underlying Fund's net asset
           value or a reduction in the amount of income available for
           distribution) may leave the Underlying Fund in a worse position than
           if these strategies were not used. Other risks inherent in the use of
           options and futures include, for example, the possible imperfect
           correlation between the price of options and futures contracts and
           movements in the prices of the securities or currencies being hedged,
           and the possible absence of a liquid secondary market for any
           particular instrument. Certain options may be over-the-counter
           options, which are options negotiated with dealers; there is no
           secondary market for these investments.

           FORWARD CURRENCY CONTRACTS. An Underlying Fund's participation in
           forward currency contracts also involves risks. If the Investment
           Manager and/or Sub-Advisor employ a strategy that does not correlate
           well with the Underlying Fund's investments or the currencies in
           which the investments are denominated, currency contracts could
           result in a loss. The contracts also may increase the Underlying
           Fund's volatility and may involve a significant risk.

 36
<PAGE>
[Sidebar]
MORGAN STANLEY DEAN WITTER ADVISORS INC.
THE INVESTMENT MANAGER IS WIDELY RECOGNIZED AS A LEADER IN THE MUTUAL FUND
INDUSTRY AND TOGETHER WITH MORGAN STANLEY DEAN WITTER SERVICES COMPANY INC., ITS
WHOLLY-OWNED SUBSIDIARY, HAD APPROXIMATELY $155 BILLION IN ASSETS UNDER
MANAGEMENT AS OF OCTOBER 31, 2000.
[End Sidebar]

[ICON]  FUND MANAGEMENT
--------------------------------------------------------------------------------
           Each Portfolio has retained the Investment Manager -- Morgan Stanley
           Dean Witter Advisors Inc. -- to provide administrative services,
           manage its business affairs and invest its assets, including the
           placing of orders for the purchase and sale of portfolio securities.
           The Investment Manager also serves as the Investment Manager to each
           of the Underlying Funds described above. In addition, with respect to
           certain Underlying Funds, the Investment Manager has retained a
           Sub-Advisor to invest Underlying Fund assets. Morgan Stanley Dean
           Witter Investment Management Inc. ("MSDW Investment Management")
           serves as Sub-Advisor to the following Underlying Funds: Growth Fund,
           European Growth Fund, International SmallCap Fund, Japan Fund,
           Pacific Growth Fund and Real Estate Fund. TCW Investment Management
           Company ("TCW") serves as Sub-Advisor to Latin American Growth Fund,
           Mid-Cap Equity Trust, Small Cap Growth Fund and Total Return Trust.
           Miller Anderson & Sherrerd, LLP ("MAS") serves as Sub-Advisor to
           Equity Fund and Value Fund. The Investment Manager is a wholly-owned
           subsidiary of Morgan Stanley Dean Witter & Co., a preeminent global
           financial services firm that maintains leading market positions in
           each of its three primary businesses: securities, asset management
           and credit services. Its main business office is located at Two World
           Trade Center, New York, NY 10048.

           MSDW Investment Management manages more than $95 billion, as of
           October 31, 2000, primarily for employee benefit plans, investment
           companies, endowments, foundations and wealthy individuals. MSDW
           Investment Management also is a subsidiary of Morgan Stanley Dean
           Witter & Co. Its main business office is located at 1221 Avenue of
           the Americas, New York, NY 10020.

           TCW is a wholly-owned subsidiary of TCW Group, Inc., whose direct and
           indirect subsidiaries provide a variety of trust, investment
           management and investment advisory services. TCW's main business
           office is located at 865 South Figueroa Street, Suite 1800, Los
           Angeles, CA 90017. As of August 31, 2000, TCW Investment Management
           Company and its affiliates had approximately $80 billion under
           management or committed to management.

           MAS manages assets of approximately $80 billion, as of October 31,
           2000, for investment companies, employee benefit plans, endowments,
           foundations and other institutional investors. MAS is an indirect
           subsidiary of Morgan Stanley Dean Witter & Co. Its main business
           office is located at One Tower Bridge, West Conshohocken, PA 19428.

           Joseph McAlinden, Executive Vice President and Chief Investment
           Officer (since April 1996) of the Investment Manager, has been the
           primary portfolio manager of the Domestic Portfolio and the
           International Portfolio since the Fund's inception in

                                                                              37
<PAGE>
           November 1997. Mr. McAlinden was formerly a Senior Vice President
           with the Investment Manager (June 1995 - April 1996) and prior
           thereto was a Managing Director of Dillon Read.

           The Investment Manager does not receive a management fee from either
           Portfolio or the Fund for the services and facilities furnished to
           the Portfolio or the Fund. However, each Portfolio, through its
           investments in the Underlying Funds, will pay its pro rata share of
           the management fees and certain other expenses that are borne by
           Class D shareholders of the Underlying Funds. Each Underlying Fund
           pays the Investment Manager a monthly management fee as full
           compensation for the services and facilities furnished to the
           Underlying Fund, and for expenses assumed by the Investment Manager.
           The management fees paid by each Underlying Fund for its most recent
           fiscal year are set forth in the "Fees and Expenses" section for each
           of the Domestic Portfolio and the International Portfolio.

 38
<PAGE>
[Sidebar]
CONTACTING A FINANCIAL ADVISOR
IF YOU ARE NEW TO THE MORGAN STANLEY DEAN WITTER FAMILY OF FUNDS AND WOULD LIKE
TO CONTACT A FINANCIAL ADVISOR, CALL (877) 937-MSDW
(TOLL- FREE) FOR THE TELEPHONE NUMBER OF THE MORGAN STANLEY DEAN WITTER OFFICE
NEAREST YOU. YOU MAY ALSO ACCESS OUR OFFICE LOCATOR ON OUR INTERNET SITE AT:
www.msdwadvice.com/funds
[End Sidebar]

SHAREHOLDER INFORMATION

[ICON]  PRICING PORTFOLIO SHARES
--------------------------------------------------------------------------------
           The price of each Portfolio's shares (excluding sales charges),
           called "net asset value," is based on the value of the Portfolio's
           securities. While the assets of each Class are invested in a single
           portfolio of securities, the net asset value of each Class will
           differ because the Classes have different ongoing distribution fees.

           The net asset value per share of each Portfolio is determined once
           daily at 4:00 p.m. Eastern time on each day that the New York Stock
           Exchange is open (or, on days when the New York Stock Exchange closes
           prior to 4:00 p.m., at such earlier time). Shares will not be priced
           on days that the New York Stock Exchange is closed.

           The assets of each Portfolio consist primarily of the Underlying
           Funds, which are valued at their respective net asset values. The net
           asset value of each Underlying Fund's securities is based on the
           securities' market price when available. When a market price is not
           readily available, including circumstances under which the Investment
           Manager determines that a security's market price is not accurate, a
           portfolio security is valued at its fair value, as determined under
           procedures established by the Underlying Fund's Board of Trustees. In
           these cases, an Underlying Fund's net asset value will reflect
           certain portfolio securities' fair value rather than their market
           price. With respect to Underlying Funds holding securities that are
           primarily listed on foreign exchanges, the value of the Underlying
           Fund's securities may change on days when you will not be able to
           purchase or sell your shares. The Portfolio's other securities are
           valued in the same manner as the Underlying Funds' securities.

           A Portfolio's short-term debt securities with remaining maturities of
           sixty days or less at the time of purchase are valued at amortized
           cost. However, if the cost does not reflect the securities' market
           value, these securities will be valued at their fair value.

[ICON]  HOW TO BUY SHARES
--------------------------------------------------------------------------------
           You may open a new account to buy Portfolio shares or buy additional
           Portfolio shares for an existing account by contacting your Morgan
           Stanley Dean Witter Financial Advisor or other authorized financial
           representative. Your Financial Advisor will assist you, step-by-step,
           with the procedures to invest in the Portfolio. You may also purchase
           shares directly by calling the Fund's transfer agent and requesting
           an application.

           Because every investor has different immediate financial needs and
           long-term investment goals, each Portfolio offers investors four
           Classes of shares: Classes A, B, C and D. Class D shares are only
           offered to a limited group of investors. Each Class of shares offers
           a distinct structure of sales charges, distribution and service fees,
           and other features that are designed to address a variety of needs.
           Your Financial Advisor or other authorized financial representative
           can

                                                                              39
<PAGE>
[Sidebar]
EASYINVEST-SM-
A PURCHASE PLAN THAT ALLOWS YOU TO TRANSFER MONEY AUTOMATICALLY FROM YOUR
CHECKING OR SAVINGS ACCOUNT OR FROM A MONEY MARKET FUND ON A SEMI-MONTHLY,
MONTHLY OR QUARTERLY BASIS. CONTACT YOUR MORGAN STANLEY DEAN WITTER FINANCIAL
ADVISOR FOR FURTHER INFORMATION ABOUT THIS SERVICE.
[End Sidebar]

           help you decide which Class may be most appropriate for you. When
           purchasing Portfolio shares, you must specify which Class of shares
           you wish to purchase.

           When you buy Portfolio shares, the shares are purchased at the next
           share price calculated (less any applicable front-end sales charge
           for Class A shares) after we receive your purchase order. Your
           payment is due on the third business day after you place your
           purchase order. We reserve the right to reject any order for the
           purchase of Portfolio shares.

<TABLE>
<CAPTION>
                                     MINIMUM INVESTMENT AMOUNTS
                                     ------------------------------------------------------------------------------
                                                                                             MINIMUM INVESTMENT
                                                                                         --------------------------
                                     INVESTMENT OPTIONS                                  INITIAL         ADDITIONAL
                                     <S>                      <C>                        <C>             <C>
                                     ------------------------------------------------------------------------------
                                      Regular Accounts                                   $1,000            $100
                                     ------------------------------------------------------------------------------
                                      Individual Retirement
                                      Accounts:               Regular IRAs               $1,000            $100
                                                              Education IRAs             $  500            $100
                                     ------------------------------------------------------------------------------
                                      EASYINVEST-SM-
                                      (Automatically from
                                      your checking or
                                      savings account or
                                      Money Market Fund)                                 $ 100*            $100*
                                     ------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                     <S>                     <C>
                                     *                       Provided your schedule of investments totals $1,000 in
                                                             twelve months.
</TABLE>

           There is no minimum investment amount if you purchase Portfolio
           shares through: (1) the Investment Manager's mutual fund asset
           allocation plan, (2) a program, approved by the Fund's distributor,
           in which you pay an asset-based fee for advisory, administrative
           and/or brokerage services, (3) the following programs approved by the
           Fund's distributor: (i) qualified state tuition plans described in
           Section 529 of the Internal Revenue Code and (ii) certain other
           investment programs that do not charge an asset-based fee, or
           (4) employer-sponsored employee benefit plan accounts.

           INVESTMENT OPTIONS FOR CERTAIN INSTITUTIONAL AND OTHER
           INVESTORS/CLASS D SHARES. To be eligible to purchase Class D shares,
           you must qualify under one of the investor categories specified in
           the "Share Class Arrangements" section of this PROSPECTUS.

           SUBSEQUENT INVESTMENTS SENT DIRECTLY TO THE FUND. In addition to
           buying additional Portfolio shares for an existing account by
           contacting your Morgan Stanley Dean Witter Financial Advisor, you may
           send a check directly to a Portfolio. To buy additional shares in
           this manner:

           - Write a "letter of instruction" to the Fund specifying the name(s)
             on the account, the account number, the social security or tax
             identification number, the name of the Portfolio, the Class of
             shares you wish to purchase and the investment amount (which would
             include any applicable front-end sales charge). The letter must be
             signed by the account owner(s).

 40
<PAGE>
           - Make out a check for the total amount payable to: Morgan Stanley
             Dean Witter Fund of Funds--Domestic Portfolio or Morgan Stanley
             Dean Witter Fund of Funds--International Portfolio.

           - Mail the letter and check to Morgan Stanley Dean Witter Trust FSB
             at P.O. Box 1040, Jersey City, NJ 07303.

[ICON]  HOW TO EXCHANGE SHARES
--------------------------------------------------------------------------------
           PERMISSIBLE FUND EXCHANGES. You may exchange shares of any Class of a
           Portfolio for the same Class of any other continuously offered
           Multi-Class Fund, or for shares of a No-Load Fund, a Money Market
           Fund, North American Government Income Trust or Short-Term U.S.
           Treasury Trust, without the imposition of an exchange fee. In
           addition, Class A shares of the Fund may be exchanged for shares of
           an FSC Fund (funds subject to a front-end sales charge). See the
           inside back cover of this PROSPECTUS for each Morgan Stanley Dean
           Witter Fund's designation as a Multi-Class Fund, No-Load Fund, Money
           Market Fund or FSC Fund. If a Morgan Stanley Dean Witter Fund is not
           listed, consult the inside back cover of that fund's prospectus for
           its designation.

           Exchanges may be made after shares of a Portfolio acquired by
           purchase have been held for thirty days. There is no waiting period
           for exchanges of shares acquired by exchange or dividend
           reinvestment. The current prospectus for each fund describes its
           investment objective(s), policies and investment minimums, and should
           be read before investment. Since exchanges are available only into
           continuously offered Morgan Stanley Dean Witter Funds, exchanges are
           not available into any new Morgan Stanley Dean Witter Fund during its
           initial offering period, or when shares of a particular Morgan
           Stanley Dean Witter Fund are not being offered for purchase.

           EXCHANGE PROCEDURES. You can process an exchange by contacting your
           Morgan Stanley Dean Witter Financial Advisor or other authorized
           financial representative. Otherwise, you must forward an exchange
           privilege authorization form to the Fund's transfer agent -- Morgan
           Stanley Dean Witter Trust FSB -- and then write the transfer agent or
           call (800) 869-NEWS to place an exchange order. You can obtain an
           exchange privilege authorization form by contacting your Financial
           Advisor or other authorized financial representative or by calling
           (800) 869-NEWS. If you hold share certificates, no exchanges may be
           processed until we have received all applicable share certificates.

           An exchange to any Morgan Stanley Dean Witter Fund (except a Money
           Market Fund) is made on the basis of the next calculated net asset
           values of the funds involved after the exchange instructions are
           accepted. When exchanging into a Money Market Fund, a Portfolio's
           shares are sold at their next calculated net asset value and the
           Money Market Fund's shares are purchased at their net asset value on
           the following business day.

                                                                              41
<PAGE>
           The Fund may terminate or revise the exchange privilege upon required
           notice. The check writing privilege is not available for Money Market
           Fund shares you acquire in an exchange.

           TELEPHONE EXCHANGES. For your protection when calling Morgan Stanley
           Dean Witter Trust FSB, we will employ reasonable procedures to
           confirm that exchange instructions communicated over the telephone
           are genuine. These procedures may include requiring various forms of
           personal identification such as name, mailing address, social
           security or other tax identification number. Telephone instructions
           also may be recorded.

           Telephone instructions will be accepted if received by the Fund's
           transfer agent between 9:00 a.m. and 4:00 p.m. Eastern time on any
           day the New York Stock Exchange is open for business. During periods
           of drastic economic or market changes, it is possible that the
           telephone exchange procedures may be difficult to implement, although
           this has not been the case with the Fund in the past.

           MARGIN ACCOUNTS. If you have pledged your Portfolio shares in a
           margin account, contact your Morgan Stanley Dean Witter Financial
           Advisor or other authorized financial representative regarding
           restrictions on the exchange of such shares.

           TAX CONSIDERATIONS OF EXCHANGES. If you exchange shares of a
           Portfolio for shares of another Morgan Stanley Dean Witter Fund there
           are important tax considerations. For tax purposes, the exchange out
           of a Portfolio is considered a sale of Portfolio shares -- and the
           exchange into the other fund is considered a purchase. As a result,
           you may realize a capital gain or loss.

           You should review the "Tax Consequences" section and consult your own
           tax professional about the tax consequences of an exchange.

           LIMITATIONS ON EXCHANGES. Certain patterns of past exchanges and/or
           purchase or sale transactions involving the Fund or other Morgan
           Stanley Dean Witter Funds may result in the Fund limiting or
           prohibiting, at its discretion, additional purchases and/or
           exchanges. Determinations in this regard may be made based on the
           frequency or dollar amount of the previous exchanges or purchase or
           sale transactions. You will be notified in advance of limitations on
           your exchange privileges.

           CDSC CALCULATIONS ON EXCHANGES. See the "Share Class Arrangements"
           section of this PROSPECTUS for a discussion of how applicable
           contingent deferred sales charges (CDSCs) are calculated for shares
           of one Morgan Stanley Dean Witter Fund that are exchanged for shares
           of another.

           For further information regarding exchange privileges, you should
           contact your Morgan Stanley Dean Witter Financial Advisor or call
           (800) 869-NEWS.

 42
<PAGE>
[ICON]  HOW TO SELL SHARES
--------------------------------------------------------------------------------
           You can sell some or all of your Portfolio shares at any time. If you
           sell Class A, Class B or Class C shares, your net sale proceeds are
           reduced by the amount of any applicable CDSC. Your shares will be
           sold at the next share price calculated after we receive your order
           to sell as described below.

<TABLE>
<CAPTION>
                OPTIONS                 PROCEDURES
                <S>                     <C>
                ------------------------------------------------------------------------------------
                 Contact your           To sell your shares, simply call your Morgan Stanley Dean
                 Financial Advisor      Witter Financial Advisor or other authorized financial
                                        representative.
                                        ------------------------------------------------------------
                 [ICON]                 Payment will be sent to the address to which the account is
                                        registered or deposited in your brokerage account.
                ------------------------------------------------------------------------------------

<CAPTION>
                OPTIONS                 PROCEDURES
                ------------------------------------------------------------------------------------
                <S>                     <C>
                 By Letter              You can also sell your shares by writing a "letter of
                                        instruction" that includes:
                 [ICON]                 - your account number;
                                        - the dollar amount or the number of shares you wish to
                                          sell;
                                        - the name of the Portfolio;
                                        - the Class of shares you wish to sell; and
                                        - the signature of each owner as it appears on the account.
                                        ------------------------------------------------------------
                                        If you are requesting payment to anyone other than the
                                        registered owner(s) or that payment be sent to any address
                                        other than the address of the registered owner(s) or
                                        pre-designated bank account, you will need a signature
                                        guarantee. You can obtain a signature guarantee from an
                                        eligible guarantor acceptable to Morgan Stanley Dean Witter
                                        Trust FSB. (You should contact Morgan Stanley Dean Witter
                                        Trust FSB at (800) 869-NEWS for a determination as to
                                        whether a particular institution is an eligible guarantor.)
                                        A notary public CANNOT provide a signature guarantee.
                                        Additional documentation may be required for shares held by
                                        a corporation, partnership, trustee or executor.
                                        ------------------------------------------------------------
                                        Mail the letter to Morgan Stanley Dean Witter Trust FSB at
                                        P.O. Box 983, Jersey City, NJ 07303. If you hold share
                                        certificates, you must return the certificates, along with
                                        the letter and any required additional documentation.
                                        ------------------------------------------------------------
                                        A check will be mailed to the name(s) and address in which
                                        the account is registered, or otherwise according to your
                                        instructions.
                ------------------------------------------------------------------------------------
                 Systematic             If your investment in all of the Morgan Stanley Dean Witter
                 Withdrawal Plan        Family of Funds has a total market value of at least
                 [ICON]                 $10,000, you may elect to withdraw amounts of $25 or more,
                                        or in any whole percentage of a fund's balance (provided the
                                        amount is at least $25), on a monthly, quarterly,
                                        semi-annual or annual basis, from any fund with a balance of
                                        at least $1,000. Each time you add a fund to the plan, you
                                        must meet the plan requirements.
                                        ------------------------------------------------------------
                                        Amounts withdrawn are subject to any applicable CDSC. A CDSC
                                        may be waived under certain circumstances. See the Class B
                                        waiver categories listed in the "Share Class Arrangements"
                                        section of this PROSPECTUS.
                                        ------------------------------------------------------------
                                        To sign up for the Systematic Withdrawal Plan, contact your
                                        Morgan Stanley Dean Witter Financial Advisor or call
                                        (800) 869-NEWS. You may terminate or suspend your plan at
                                        any time. Please remember that withdrawals from the plan are
                                        sales of shares, not Fund "distributions," and ultimately
                                        may exhaust your account balance. The Fund may terminate or
                                        revise the plan at any time.
                ------------------------------------------------------------------------------------
</TABLE>

                                                                              43
<PAGE>
           PAYMENT FOR SOLD SHARES. After we receive your complete instructions
           to sell, as described above, a check will be mailed to you within
           seven days, although we will attempt to make payment within one
           business day. Payment may also be sent to your brokerage account.

           Payment may be postponed or the right to sell your shares suspended
           under unusual circumstances. If you request to sell shares that were
           recently purchased by check, your sale will not be effected until it
           has been verified that the check has been honored.

           TAX CONSIDERATIONS. Normally, your sale of Portfolio shares is
           subject to federal and state income tax. You should review the "Tax
           Consequences" section of this PROSPECTUS and consult your own tax
           professional about the tax consequences of a sale.

           REINSTATEMENT PRIVILEGE. If you sell Portfolio shares and have not
           previously exercised the reinstatement privilege, you may, within 35
           days after the date of sale, invest any portion of the proceeds in
           the same Class of Portfolio shares at their net asset value and
           receive a pro rata credit for any CDSC paid in connection with the
           sale.

           INVOLUNTARY SALES. The Fund reserves the right, on sixty days'
           notice, to sell the shares of any shareholder (other than shares held
           in an IRA or 403(b) Custodial Account) whose shares, due to sales by
           the shareholder, have a value below $100, or in the case of an
           account opened through EASYINVEST -SM-, if after 12 months the
           shareholder has invested less than $1,000 in the account.

           However, before the Fund sells your shares in this manner, we will
           notify you and allow you sixty days to make an additional investment
           in an amount that will increase the value of your account to at least
           the required amount before the sale is processed. No CDSC will be
           imposed on any involuntary sale.

           MARGIN ACCOUNTS. If you have pledged your Portfolio shares in a
           margin account, contact your Morgan Stanley Dean Witter Financial
           Advisor or other authorized financial representative regarding
           restrictions on the sale of such shares.

[ICON]  DISTRIBUTIONS
--------------------------------------------------------------------------------
           Each Portfolio passes substantially all of its earnings from income
           and capital gains along to its investors as "distributions." Each
           Portfolio earns income from its Underlying Fund investments and
           interest from fixed-income investments. These amounts are passed
           along to Portfolio shareholders as "income dividend distributions."
           Each Portfolio realizes capital gains whenever it sells securities
           for a higher price than it paid for them. These amounts may be passed
           along as "capital gain distributions."

 44
<PAGE>
[Sidebar]
TARGETED DIVIDENDS-SM-
YOU MAY SELECT TO HAVE YOUR PORTFOLIO DISTRIBUTIONS AUTOMATICALLY INVESTED IN
OTHER CLASSES OF PORTFOLIO SHARES OR CLASSES OF ANOTHER MORGAN STANLEY DEAN
WITTER FUND THAT YOU OWN. CONTACT YOUR MORGAN STANLEY DEAN WITTER FINANCIAL
ADVISOR FOR FURTHER INFORMATION ABOUT THIS SERVICE.
[End Sidebar]

           Each Portfolio declares income dividends separately for each Class.
           Distributions paid on Class A and Class D shares will usually be
           higher than for Class B and Class C because distribution fees that
           Class B and Class C pay are higher. Normally, income dividends are
           distributed to shareholders annually. Capital gains, if any, are
           usually distributed in December. Each Portfolio, however, may retain
           and reinvest any long-term capital gains. Each Portfolio may at times
           make payments from sources other than income or capital gains that
           represent a return of a portion of your investment.

           Distributions are reinvested automatically in additional shares of
           the same Class and automatically credited to your account, unless you
           request in writing that all distributions be paid in cash. If you
           elect the cash option, the Fund will mail a check to you no later
           than seven business days after the distribution is declared. However,
           if you purchase Portfolio shares through a Financial Advisor within
           three business days prior to the record date for the distribution,
           the distribution will automatically be paid to you in cash, even if
           you did not request to receive all distributions in cash. No interest
           will accrue on uncashed checks. If you wish to change how your
           distributions are paid, your request should be received by the Fund's
           transfer agent, Morgan Stanley Dean Witter Trust FSB, at least five
           business days prior to the record date of the distributions.

[ICON]  TAX CONSEQUENCES
--------------------------------------------------------------------------------
           As with any investment, you should consider how your Portfolio
           investment will be taxed. The tax information in this PROSPECTUS is
           provided as general information. You should consult your own tax
           professional about the tax consequences of an investment in a
           Portfolio in the Fund.

           Unless your investment in a Portfolio is through a tax-deferred
           retirement account, such as a 401(k) plan or IRA, you need to be
           aware of the possible tax consequences when:

           - The Portfolio makes distributions; and

           - You sell Portfolio shares, including an exchange to another Morgan
             Stanley Dean Witter Fund.

           TAXES ON DISTRIBUTIONS. Your distributions are normally subject to
           federal and state income tax when they are paid, whether you take
           them in cash or reinvest them in Portfolio shares. A distribution
           also may be subject to local income tax. Any income dividend
           distributions and any short-term capital gain distributions are
           taxable to you as ordinary income. Any long-term capital gain
           distributions are taxable as long-term capital gains, no matter how
           long you have owned shares in the Portfolio.

           Every January, you will be sent a statement (IRS Form 1099-DIV)
           showing the taxable distributions paid to you in the previous year.
           The statement provides information on your dividends and capital
           gains for tax purposes.

                                                                              45
<PAGE>
           TAXES ON SALES. Your sale of Portfolio shares normally is subject to
           federal and state income tax and may result in a taxable gain or loss
           to you. A sale also may be subject to local income tax. Your exchange
           of Portfolio shares for shares of another Morgan Stanley Dean Witter
           Fund is treated for tax purposes like a sale of your original shares
           and a purchase of your new shares. Thus, the exchange may, like a
           sale, result in a taxable gain or loss to you and will give you a new
           tax basis for your new shares.

           When you open your Fund account, you should provide your social
           security or tax identification number on your investment application.
           By providing this information, you will avoid being subject to a
           federal backup withholding tax of 31% on taxable distributions and
           redemption proceeds. Any withheld amount would be sent to the IRS as
           an advance tax payment.

[ICON]  SHARE CLASS ARRANGEMENTS
--------------------------------------------------------------------------------
           Each Portfolio offers several Classes of shares having different
           distribution arrangements designed to provide you with different
           purchase options according to your investment needs. Your Morgan
           Stanley Dean Witter Financial Advisor or other authorized financial
           representative can help you decide which Class may be appropriate for
           you.

           The general public is offered three Classes: Class A shares, Class B
           shares and Class C shares, which differ principally in terms of sales
           charges and ongoing expenses. A fourth Class, Class D shares, is
           offered only to a limited category of investors. Shares that you
           acquire through reinvested distributions will not be subject to any
           front-end sales charge or CDSC -- contingent deferred sales charge.
           Sales personnel may receive different compensation for selling each
           Class of shares. The sales charges applicable to each Class provide
           for the distribution financing of shares of that Class.

           The chart below compares the sales charge and annual 12b-1 fee
           applicable to each Class of a Portfolio:

<TABLE>
<CAPTION>
                                                                                                               MAXIMUM
                CLASS                      SALES CHARGE                                                    ANNUAL 12B-1 FEE
                <S>                        <C>                                                         <C>
                ---------------------------------------------------------------------------------------------------------------
                 A                         Maximum 5.25% initial sales charge reduced for
                                           purchase of $25,000 or more; shares sold without an
                                           initial sales charge are generally subject to a 1.0%
                                           CDSC during the first year                                           0.25%
                ---------------------------------------------------------------------------------------------------------------
                 B                         Maximum 5.0% CDSC during the first year decreasing to
                                           0% after six years                                                   1.00%
                ---------------------------------------------------------------------------------------------------------------
                 C                         1.0% CDSC during the first year                                      1.00%
                ---------------------------------------------------------------------------------------------------------------
                 D                         None                                                           None
                ---------------------------------------------------------------------------------------------------------------
</TABLE>

 46
<PAGE>
         CLASS A SHARES  Class A shares of each Portfolio are sold at net asset
         value plus an initial sales charge of up to 5.25%. The initial sales
         charge is reduced for purchases of $25,000 or more according to the
         schedule below. Investments of $1 million or more are not subject to an
         initial sales charge, but are generally subject to a contingent
         deferred sales charge, or CDSC, of 1.0% on sales made within one year
         after the last day of the month of purchase. The CDSC will be assessed
         in the same manner and with the same CDSC waivers as with Class B
         shares. Class A shares are also subject to a distribution (12b-1) fee
         of up to 0.25% of the average daily net assets of the Class.

           The offering price of Class A shares includes a sales charge
           (expressed as a percentage of the offering price) on a single
           transaction as shown in the following table:

<TABLE>
<CAPTION>
                                             FRONT-END SALES CHARGE
                                -------------------------------------------------
AMOUNT OF SINGLE                    PERCENTAGE OF       APPROXIMATE PERCENTAGE OF
TRANSACTION                     PUBLIC OFFERING PRICE      NET AMOUNT INVESTED
<S>                             <C>                     <C>
---------------------------------------------------------------------------------
 Less than $25,000                      5.25%                     5.54%
---------------------------------------------------------------------------------
 $25,000 but less than $50,000          4.75%                     4.99%
---------------------------------------------------------------------------------
 $50,000 but less than $100,000         4.00%                     4.17%
---------------------------------------------------------------------------------
 $100,000 but less than
 $250,000                               3.00%                     3.09%
---------------------------------------------------------------------------------
 $250,000 but less than
 $1 million                             2.00%                     2.04%
---------------------------------------------------------------------------------
 $1 million and over                       0                         0
---------------------------------------------------------------------------------
</TABLE>

[SIDEBAR]
FRONT-END SALES CHARGE
OR FSC
AN INITIAL SALES CHARGE YOU PAY WHEN PURCHASING CLASS A SHARES THAT IS BASED ON
A PERCENTAGE OF THE OFFERING PRICE. THE PERCENTAGE DECLINES BASED UPON THE
DOLLAR VALUE OF CLASS A SHARES YOU PURCHASE. WE OFFER THREE WAYS TO REDUCE YOUR
CLASS A SALES CHARGES - THE COMBINED PURCHASE PRIVILEGE, RIGHT OF ACCUMULATION
AND LETTER OF INTENT.
[END SIDEBAR]

The reduced sales charge schedule is applicable to purchases of Class A shares
in a single transaction by:

- A single account (including an individual, trust or fiduciary account).

           - Family member accounts (limited to husband, wife and children under
             the age of 21).

           - Pension, profit sharing or other employee benefit plans of
             companies and their affiliates.

           - Tax-exempt organizations.

           - Groups organized for a purpose other than to buy mutual fund
             shares.

           COMBINED PURCHASE PRIVILEGE. You also will have the benefit of
           reduced sales charges by combining purchases of Class A shares of a
           Portfolio in a single transaction with purchases of Class A shares of
           other Multi-Class Funds and shares of FSC Funds.

           RIGHT OF ACCUMULATION. You also may benefit from a reduction of sales
           charges if the cumulative net asset value of Class A shares of the
           Portfolio purchased in a single transaction, together with shares of
           other funds you currently own which were previously purchased at a
           price including a front-end sales charge (including shares acquired
           through reinvestment of distributions), amounts to $25,000 or more.
           Also, if

                                                                              47
<PAGE>
           you have a cumulative net asset value of all your Class A and
           Class D shares equal to at least $5 million (or $25 million for
           certain employee benefit plans), you are eligible to purchase
           Class D shares of any fund subject to the Fund's minimum initial
           investment requirement.

           You must notify your Morgan Stanley Dean Witter Financial Advisor or
           other authorized financial representative (or Morgan Stanley Dean
           Witter Trust FSB if you purchase directly through a Portfolio), at
           the time a purchase order is placed, that the purchase qualifies for
           the reduced sales charge under the Right of Accumulation. Similar
           notification must be made in writing when an order is placed by mail.
           The reduced sales charge will not be granted if: (i) notification is
           not furnished at the time of the order; or (ii) a review of the
           records of Dean Witter Reynolds or other authorized dealer of Fund
           shares or the Fund's transfer agent does not confirm your represented
           holdings.

           LETTER OF INTENT. The schedule of reduced sales charges for larger
           purchases also will be available to you if you enter into a written
           "letter of intent." A letter of intent provides for the purchase of
           Class A shares of a Portfolio or other Multi-Class Funds or shares of
           FSC Funds within a thirteen-month period. The initial purchase under
           a letter of intent must be at least 5% of the stated investment goal.
           To determine the applicable sales charge reduction, you may also
           include: (1) the cost of shares of other Morgan Stanley Dean Witter
           Funds which were previously purchased at a price including a
           front-end sales charge during the 90-day period prior to the
           distributor receiving the letter of intent, and (2) the cost of
           shares of other funds you currently own acquired in exchange for
           shares of funds purchased during that period at a price including a
           front-end sales charge. You can obtain a letter of intent by
           contacting your Morgan Stanley Dean Witter Financial Advisor or other
           authorized financial representative or by calling (800) 869-NEWS. If
           you do not achieve the stated investment goal within the thirteen-
           month period, you are required to pay the difference between the
           sales charges otherwise applicable and sales charges actually paid,
           which may be deducted from your investment.

           OTHER SALES CHARGE WAIVERS. In addition to investments of $1 million
           or more, your purchase of Class A shares is not subject to a
           front-end sales charge (or CDSC upon sale) if your account qualifies
           under one of the following categories:

           - A trust for which Morgan Stanley Dean Witter Trust FSB provides
             discretionary trustee services.

           - Persons participating in a fee-based investment program (subject to
             all of its terms and conditions, including termination fees,
             mandatory sale or transfer restrictions on termination) approved by
             the Fund's distributor pursuant to which they pay an asset-based
             fee for investment advisory, administrative and/or brokerage
             services.

 48
<PAGE>
           - Qualified state tuition plans described in Section 529 of the
             Internal Revenue Code (subject to all applicable terms and
             conditions) and certain other investment programs that do not
             charge an asset-based fee and have been approved by the Fund's
             distributor.

           - Employer-sponsored employee benefit plans, whether or not qualified
             under the Internal Revenue Code, for which Morgan Stanley Dean
             Witter Trust FSB serves as trustee or Morgan Stanley Dean Witter's
             Retirement Plan Services serves as recordkeeper under a written
             Recordkeeping Services Agreement ("MSDW Eligible Plans") which have
             at least 200 eligible employees.

           - An MSDW Eligible Plan whose Class B shares have converted to
             Class A shares, regardless of the plan's asset size or number of
[Sidebar]    eligible employees.
CONTINGENT DEFERRED SALES
CHARGE OR CDSC
A FEE YOU PAY WHEN YOU SELL SHARES OF CERTAIN MORGAN STANLEY DEAN WITTER FUNDS
PURCHASED WITHOUT AN INITIAL SALES CHARGE. THIS FEE DECLINES THE LONGER YOU HOLD
YOUR SHARES AS SET FORTH IN THE TABLE.
[End Sidebar]

           - A client of a Morgan Stanley Dean Witter Financial Advisor who
             joined us from another investment firm within six months prior to
             the date of purchase of Portfolio shares, and you used the proceeds
             from the sale of shares of a proprietary mutual fund of that
             Financial Advisor's previous firm that imposed either a front-end
             or deferred sales charge to purchase Class A shares, provided that:
             (1) you sold the shares not more than 60 days prior to the purchase
             of Portfolio shares, and (2) the sale proceeds were maintained in
             the interim in cash or a money market fund.

           - Current or retired Directors/Trustees of the Morgan Stanley Dean
             Witter Funds, such persons' spouses and children under the age of
             21, and trust accounts for which any of such persons is a
             beneficiary.

           - Current or retired directors, officers and employees of Morgan
             Stanley Dean Witter & Co. and any of its subsidiaries, such
             persons' spouses and children under the age of 21, and trust
             accounts for which any of such persons is a beneficiary.

         CLASS B SHARES  Class B shares of each Portfolio are offered at net
         asset value with no initial sales charge but are subject to a
         contingent deferred sales charge, or CDSC, as set forth in the table
         below. For the purpose of calculating the CDSC, shares are deemed to
         have been purchased on the last day of the month during which they were
         purchased.

<TABLE>
<CAPTION>
                                                                                             CDSC AS A PERCENTAGE
                                     YEAR SINCE PURCHASE PAYMENT MADE                         OF AMOUNT REDEEMED
                                     <S>                                                     <C>
                                     ----------------------------------------------------------------------------
                                      First                                                          5.0%
                                     ----------------------------------------------------------------------------
                                      Second                                                         4.0%
                                     ----------------------------------------------------------------------------
                                      Third                                                          3.0%
                                     ----------------------------------------------------------------------------
                                      Fourth                                                         2.0%
                                     ----------------------------------------------------------------------------
                                      Fifth                                                          2.0%
                                     ----------------------------------------------------------------------------
                                      Sixth                                                          1.0%
                                     ----------------------------------------------------------------------------
                                      Seventh and thereafter                                    None
                                     ----------------------------------------------------------------------------
</TABLE>

                                                                              49
<PAGE>
           Each time you place an order to sell or exchange shares, shares with
           no CDSC will be sold or exchanged first, then shares with the lowest
           CDSC will be sold or exchanged next. For any shares subject to a
           CDSC, the CDSC will be assessed on an amount equal to the lesser of
           the current market value or the cost of the shares being sold.

           CDSC WAIVERS. A CDSC, if otherwise applicable, will be waived in the
           case of:

           - Sales of shares held at the time you die or become disabled (within
             the definition in Section 72(m)(7) of the Internal Revenue Code
             which relates to the ability to engage in gainful employment), if
             the shares are: (i) registered either in your name (not a trust) or
             in the names of you and your spouse as joint tenants with right of
             survivorship; or (ii) held in a qualified corporate or
             self-employed retirement plan, IRA or 403(b) Custodial Account,
             provided in either case that the sale is requested within one year
             of your death or initial determination of disability.

           - Sales in connection with the following retirement plan
             "distributions:" (i) lump-sum or other distributions from a
             qualified corporate or self-employed retirement plan following
             retirement (or, in the case of a "key employee" of a "top heavy"
             plan, following attainment of age 59 1/2); (ii) distributions from
             an IRA or 403(b) Custodial Account following attainment of age
             59 1/2; or (iii) a tax-free return of an excess IRA contribution (a
             "distribution" does not include a direct transfer of IRA,
             403(b) Custodial Account or retirement plan assets to a successor
             custodian or trustee).

           - Sales of shares held for you as a participant in an MSDW Eligible
             Plan.

           - Sales of shares in connection with the Systematic Withdrawal Plan
             of up to 12% annually of the value of each fund from which plan
             sales are made. The percentage is determined on the date you
             establish the Systematic Withdrawal Plan and based on the next
             calculated share price. You may have this CDSC waiver applied in
             amounts up to 1% per month, 3% per quarter, 6% semi-annually or 12%
             annually. Shares with no CDSC will be sold first, followed by those
             with the lowest CDSC. As such, the waiver benefit will be reduced
             by the amount of your shares that are not subject to a CDSC. If you
             suspend your participation in the plan, you may later resume plan
             payments without requiring a new determination of the account value
             for the 12% CDSC waiver.

           - Sales of shares if you simultaneously invest the proceeds in the
             Investment Manager's mutual fund asset allocation program, pursuant
             to which investors pay an asset-based fee. Any shares you acquire
             in connection with the Investment Manager's mutual fund asset
             allocation program are subject to all of the terms and conditions
             of that program, including termination fees, mandatory sale or
             transfer restrictions on termination.

           All waivers will be granted only following the Fund's distributor
           receiving confirmation of your entitlement. If you believe you are
           eligible for a CDSC waiver, please contact your Financial Advisor or
           call (800) 869-NEWS.

 50
<PAGE>
           DISTRIBUTION FEE. Class B shares are subject to an annual 12b-1 fee
           of 1.0% of the average daily net assets of Class B shares.

           CONVERSION FEATURE. After ten (10) years, Class B shares will convert
           automatically to Class A shares of a Portfolio with no initial sales
           charge. The ten year period runs from the last day of the month in
           which the shares were purchased, or in the case of Class B shares
           acquired through an exchange, from the last day of the month in which
           the original Class B shares were purchased; the shares will convert
           to Class A shares based on their relative net asset values in the
           month following the ten year period. At the same time, an equal
           proportion of Class B shares acquired through automatically
           reinvested distributions will convert to Class A shares on the same
           basis. (Class B shares acquired in exchange for shares of another
           Morgan Stanley Dean Witter Fund originally purchased before May 1,
           1997, however, will convert to Class A shares in May 2007.)

           In the case of Class B shares held in an MSDW Eligible Plan, the plan
           is treated as a single investor and all Class B shares will convert
           to Class A shares on the conversion date of the Class B shares of a
           Morgan Stanley Dean Witter Fund purchased by that plan.

           Currently, the Class B share conversion is not a taxable event; the
           conversion feature may be cancelled if it is deemed a taxable event
           in the future by the Internal Revenue Service.

           If you exchange your Class B shares for shares of a Money Market
           Fund, a No-Load Fund, North American Government Income Trust or
           Short-Term U.S. Treasury Trust, the holding period for conversion is
           frozen as of the last day of the month of the exchange and resumes on
           the last day of the month you exchange back into Class B shares.

           EXCHANGING SHARES SUBJECT TO A CDSC. There are special considerations
           when you exchange Portfolio shares that are subject to a CDSC. When
           determining the length of time you held the shares and the
           corresponding CDSC rate, any period (starting at the end of the
           month) during which you held shares of a Fund that does NOT charge a
           CDSC WILL NOT BE COUNTED. Thus, in effect the "holding period" for
           purposes of calculating the CDSC is frozen upon exchanging into a
           Fund that does not charge a CDSC.

           For example, if you held Class B shares of a Portfolio for one year,
           exchanged to Class B of another Morgan Stanley Dean Witter
           Multi-Class Fund for another year, then sold your shares, a CDSC rate
           of 4% would be imposed on the shares based on a two year holding
           period -- one year for each fund. However, if you had exchanged the
           shares of the Portfolio for a Money Market Fund (which does not
           charge a CDSC) instead of the Multi-Class Fund, then sold your
           shares, a CDSC rate of 5% would be imposed on the shares based on a
           one year holding period. The one year in the Money Market Fund would
           not be counted. Nevertheless, if shares subject to a CDSC are
           exchanged for a Fund that does not charge a CDSC, you will receive a
           credit when you sell the shares equal to the distribution (12b-1)
           fees, if any, you paid on those shares while in that fund up to the
           amount of any applicable CDSC.

                                                                              51
<PAGE>
           In addition, shares that are exchanged into or from a Morgan Stanley
           Dean Witter Fund subject to a higher CDSC rate will be subject to the
           higher rate, even if the shares are re-exchanged into a fund with a
           lower CDSC rate.

         CLASS C SHARES  Class C shares of each Portfolio are sold at net asset
         value with no initial sales charge but are subject to a CDSC of 1.0% on
         sales made within one year after the last day of the month of purchase.
         The CDSC will be assessed in the same manner and with the same CDSC
         waivers as with Class B shares.

           DISTRIBUTION FEE. Class C shares are subject to an annual
           distribution (12b-1) fee of up to 1.0% of the average daily net
           assets of that Class. The Class C shares' distribution fee may cause
           that Class to have higher expenses and pay lower dividends than
           Class A or Class D shares. Unlike Class B shares, Class C shares have
           no conversion feature and, accordingly, an investor that purchases
           Class C shares may be subject to distribution (12b-1) fees applicable
           to Class C shares for an indefinite period.

         CLASS D SHARES  Class D shares of each Portfolio are offered without
         any sales charge on purchases or sales and without any distribution
         (12b-1) fee. Class D shares are offered only to investors meeting an
         initial investment minimum of $5 million ($25 million for MSDW Eligible
         Plans) and the following investor categories:

           - Investors participating in the Investment Manager's mutual fund
             asset allocation program (subject to all of its terms and
             conditions, including termination fees, mandatory sale or transfer
             restrictions on termination) pursuant to which they pay an
             asset-based fee.

           - Persons participating in a fee-based investment program (subject to
             all of its terms and conditions, including termination fees,
             mandatory sale or transfer restrictions on termination) approved by
             the Fund's distributor pursuant to which they pay an asset-based
             fee for investment advisory, administrative and/or brokerage
             services.

           - Certain investment programs that do not charge an asset-based fee
             and have been approved by the Fund's distributor. However, Class D
             shares are not offered for investments made through Section 529
             plans (regardless of the size of the investment).

           - Employee benefit plans maintained by Morgan Stanley Dean Witter &
             Co. or any of its subsidiaries for the benefit of certain employees
             of Morgan Stanley Dean Witter & Co. and its subsidiaries.

           - Certain unit investment trusts sponsored by Dean Witter Reynolds.

           - Certain other open-end investment companies whose shares are
             distributed by the Fund's distributor.

 52
<PAGE>
           - Investors who were shareholders of the Dean Witter Retirement
             Series on September 11, 1998 for additional purchases for their
             former Dean Witter Retirement Series accounts.

           MEETING CLASS D ELIGIBILITY MINIMUMS. To meet the $5 million
           ($25 million for certain MSDW Eligible Plans) initial investment to
           qualify to purchase Class D shares you may combine: (1) purchases in
           a single transaction of Class D shares of a Portfolio and other
           Morgan Stanley Dean Witter Multi-Class Funds; and/or (2) previous
           purchases of Class A and Class D shares of Multi-Class Funds and
           shares of FSC Funds you currently own, along with shares of Morgan
           Stanley Dean Witter Funds you currently own that you acquired in
           exchange for those shares.

         NO SALES CHARGES FOR REINVESTED CASH DISTRIBUTIONS  If you receive a
         cash payment representing an income dividend or capital gain and you
         reinvest that amount in the applicable Class of shares by returning the
         check within 30 days of the payment date, the purchased shares would
         not be subject to an initial sales charge or CDSC.

         PLAN OF DISTRIBUTION (RULE 12B-1 FEES)  The Fund has adopted a Plan of
         Distribution in accordance with Rule 12b-1 under the Investment Company
         Act of 1940 with respect to the distribution of Class A, Class B and
         Class C shares of each Portfolio. The Plan allows each Portfolio to pay
         distribution fees for the sale and distribution of these shares. It
         also allows each Portfolio to pay for services to shareholders of
         Class A, Class B and Class C shares. Because these fees are paid out of
         each Portfolio's assets on an ongoing basis, over time these fees will
         increase the cost of your investment in these Classes and may cost you
         more than paying other types of sales charges.

                                                                              53
<PAGE>
FINANCIAL HIGHLIGHTS - DOMESTIC PORTFOLIO

The financial highlights table is intended to help you understand the Domestic
Portfolio's financial performance for the periods indicated. Certain information
reflects financial results for a single Portfolio share. The total returns in
the table represent the rate an investor would have earned or lost on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions).

The information for the fiscal year ended September 30, 2000 has been audited by
Deloitte & Touche LLP, independent auditors, whose report, along with the Fund's
financial statements, is included in the annual report, which is available upon
request. The financial highlights for the fiscal year ended September 30, 1999
and all periods presented prior thereto have been audited by other independent
accountants.

<TABLE>
<CAPTION>
                                                                             DOMESTIC PORTFOLIO++
                                                                     ------------------------------------
YEARS ENDED SEPTEMBER 30,                                             2000           1999          1998*
<S>                                                                  <C>            <C>            <C>
---------------------------------------------------------------------------------------------------------

 CLASS A SHARES
---------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                $11.54         $ 9.72         $10.00
---------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income                                              0.38           0.46           0.21
    Net realized and unrealized gain (loss)                            1.83           1.93          (0.44)
                                                                     ------         ------         ------
 Total from investment operations                                      2.21           2.39          (0.23)
---------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                         (0.29)         (0.36)         (0.05)
    Distributions to shareholders                                     (1.09)         (0.21)            --
                                                                     ------         ------         ------
 Total dividends and distributions                                    (1.38)         (0.57)         (0.05)
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                      $12.37         $11.54         $ 9.72
---------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                      20.16%         25.00%         (2.33)%(1)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES
WERE ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                              0.24%          0.23%          0.22 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income                                                 3.35%          3.92%          2.21 %(2)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
 ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                              0.67%          0.67%          1.15 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income                                                 2.92%          3.48%          1.28 %(2)
---------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
---------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                             $1,493         $1,097         $1,359
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                434%           295%           227 %(1)
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net asset
value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>

 54
<PAGE>

<TABLE>
<CAPTION>
                                                                             DOMESTIC PORTFOLIO++
                                                                   ----------------------------------------
YEARS ENDED SEPTEMBER 30                                            2000            1999            1998*
<S>                                                                <C>             <C>             <C>
-----------------------------------------------------------------------------------------------------------

 CLASS B SHARES
-----------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
-----------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                               $11.46          $ 9.67          $10.00
-----------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income                                             0.30            0.35            0.14
    Net realized and unrealized gain (loss)                           1.81            1.94           (0.42)
                                                                   -------         -------         -------
 Total from investment operations                                     2.11            2.29           (0.28)
-----------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                        (0.20)          (0.29)          (0.05)
    Distributions to shareholders                                    (1.09)          (0.21)             --
                                                                   -------         -------         -------
 Total dividends and distributions                                   (1.29)          (0.50)          (0.05)
-----------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                     $12.28          $11.46          $ 9.67
-----------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                     19.29%          23.96%          (2.83)%(1)
-----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES WERE
 ASSUMED):(3)(4)
-----------------------------------------------------------------------------------------------------------
 Expenses                                                             1.00%           1.00%           0.92 %(2)
-----------------------------------------------------------------------------------------------------------
 Net investment income                                                2.59%           3.15%           1.51 %(2)
-----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
 ASSUMED):(3)(4)
-----------------------------------------------------------------------------------------------------------
 Expenses                                                             1.43%           1.44%           1.90 %(2)
-----------------------------------------------------------------------------------------------------------
 Net investment income                                                2.16%           2.71%           0.53 %(2)
-----------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
-----------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                           $28,974         $26,007         $24,338
-----------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                               434%            295%            227 %(1)
-----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net asset
value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>

                                                                              55
<PAGE>

<TABLE>
<CAPTION>
                                                                              DOMESTIC PORTFOLIO++
                                                                     --------------------------------------
YEARS ENDED SEPTEMBER 30                                              2000           1999           1998*
<S>                                                                  <C>            <C>            <C>
-----------------------------------------------------------------------------------------------------------

 CLASS C SHARES
-----------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
-----------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                $11.52         $ 9.67          $10.00
-----------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income                                              0.31           0.40            0.13
    Net realized and unrealized gain (loss)                            1.80           1.94           (0.41)
                                                                     ------         ------          ------
 Total from investment operations                                      2.11           2.34           (0.28)
-----------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                         (0.25)         (0.28)          (0.05)
    Distributions to shareholders                                     (1.09)         (0.21)             --
                                                                     ------         ------          ------
 Total dividends and distributions                                    (1.34)         (0.49)          (0.05)
-----------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                      $12.29         $11.52          $ 9.67
-----------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                      19.23%         24.55%          (2.83)%(1)
-----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES WERE
 ASSUMED):(3)(4)
-----------------------------------------------------------------------------------------------------------
 Expenses                                                              1.00%          0.54%           0.92 %(2)
-----------------------------------------------------------------------------------------------------------
 Net investment income                                                 2.59%          3.61%           1.51 %(2)
-----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
 ASSUMED):(3)(4)
-----------------------------------------------------------------------------------------------------------
 Expenses                                                              1.43%          0.98%           1.90 %(2)
-----------------------------------------------------------------------------------------------------------
 Net investment income                                                 2.16%          3.17%           0.53 %(2)
-----------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
-----------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                             $1,954         $1,364          $1,702
-----------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                434%           295%            227 %(1)
-----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net asset
value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>

 56
<PAGE>

<TABLE>
<CAPTION>
                                                                              DOMESTIC PORTFOLIO++
                                                                     --------------------------------------
YEARS ENDED SEPTEMBER 30                                              2000           1999           1998*
<S>                                                                  <C>            <C>            <C>
-----------------------------------------------------------------------------------------------------------

 CLASS D SHARES
-----------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
-----------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                $11.56         $ 9.74          $10.00
-----------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income                                              0.48           0.46            0.22
    Net realized and unrealized gain (loss)                            1.75           1.96           (0.43)
                                                                     ------         ------          ------
 Total from investment operations                                      2.23           2.42           (0.21)
-----------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                         (0.31)         (0.39)          (0.05)
    Distributions to shareholders                                     (1.09)         (0.21)             --
                                                                     ------         ------          ------
 Total dividends and distributions                                    (1.40)         (0.60)          (0.05)
-----------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                      $12.39         $11.56          $ 9.74
-----------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                      20.39%         25.28%          (2.13)%(1)
-----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES WERE
 ASSUMED):(3)(4)
-----------------------------------------------------------------------------------------------------------
 Expenses                                                                --             --              --
-----------------------------------------------------------------------------------------------------------
 Net investment income                                                 3.59%          4.15%           2.43 %(2)
-----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
 ASSUMED):(3)(4)
-----------------------------------------------------------------------------------------------------------
 Expenses                                                              0.43%          0.44%           0.90 %(2)
-----------------------------------------------------------------------------------------------------------
 Net investment income                                                 3.16%          3.71%           1.53 %(2)
-----------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
-----------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                                $37            $15             $12
-----------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                434%           295%            227 %(1)
-----------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Calculated based on the net asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>


                                                                              57
<PAGE>
FINANCIAL HIGHLIGHTS - INTERNATIONAL
PORTFOLIO

The financial highlights table is intended to help you understand the
International Portfolio's financial performance for the periods indicated.
Certain information reflects financial results for a single Portfolio share. The
total returns in the table represent the rate an investor would have earned or
lost on an investment in a Portfolio (assuming reinvestment of all dividends and
distributions).

The information for the fiscal year ended September 30, 2000 has been audited by
Deloitte & Touche LLP, independent auditors, whose report, along with the Fund's
financial statements, is included in the annual report, which is available upon
request. The financial highlights for the fiscal year ended September 30, 1999
and all periods presented prior thereto have been audited by other independent
accountants.

<TABLE>
<CAPTION>
                                                                          INTERNATIONAL PORTFOLIO++
                                                                     ------------------------------------
YEARS ENDED SEPTEMBER 30                                              2000           1999          1998*
<S>                                                                  <C>            <C>            <C>
---------------------------------------------------------------------------------------------------------

 CLASS A SHARES
---------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                $12.74         $ 9.08         $10.00
---------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                                       0.03           0.10           0.05
    Net realized and unrealized gain (loss)                            0.85           3.56          (0.88)
                                                                     ------         ------         ------
 Total from investment operations                                      0.88           3.66          (0.83)
---------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                         (0.04)            --          (0.09)
    Distributions to shareholders                                     (0.99)            --             --
                                                                     ------         ------         ------
 Total dividends and distributions                                    (1.03)            --          (0.09)
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                      $12.59         $12.74         $ 9.08
---------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                       6.19 %        40.31 %        (8.36)%(1)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES WERE
ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                              0.24 %         0.24 %         0.25 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                          0.12 %         0.91 %         1.01 %(2)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                              0.60 %         1.34 %         6.16 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                         (0.24)%        (0.19)%        (4.90)%(2)
---------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
---------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                             $3,366         $1,074           $596
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                 85 %          154 %          135 %(1)
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net asset
value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>

 58
<PAGE>

<TABLE>
<CAPTION>
                                                                          INTERNATIONAL PORTFOLIO++
                                                                     ------------------------------------
YEARS ENDED SEPTEMBER 30                                              2000            1999         1998*
<S>                                                                  <C>             <C>           <C>
---------------------------------------------------------------------------------------------------------

 CLASS B SHARES
---------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                $ 12.56         $ 9.03        $10.00
---------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                                       (0.08)          0.02          0.03
    Net realized and unrealized gain (loss)                             0.86           3.51         (0.91)
                                                                     -------         ------        ------
 Total from investment operations                                       0.78           3.53         (0.88)
---------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                          (0.01)            --         (0.09)
    Distributions to shareholders                                      (0.99)            --            --
                                                                     -------         ------        ------
 Total dividends and distributions                                     (1.00)            --         (0.09)
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                      $ 12.34         $12.56        $ 9.03
---------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                        5.48 %        39.09 %       (8.87)%(1)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES WERE
ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                               1.00 %         1.00 %        0.94 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                          (0.64)%         0.15 %        0.32 %(2)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                               1.36 %         2.10 %        6.91 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                          (1.00)%        (0.95)%       (5.65)%(2)
---------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
---------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                             $43,697         $6,615        $3,241
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                  85 %          154 %         135 %(1)
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net asset
value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>

                                                                              59
<PAGE>

<TABLE>
<CAPTION>
                                                                          INTERNATIONAL PORTFOLIO++
                                                                     ------------------------------------
YEARS ENDED SEPTEMBER 30                                              2000           1999          1998*
<S>                                                                  <C>            <C>            <C>
---------------------------------------------------------------------------------------------------------

 CLASS C SHARES
---------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                $12.61         $ 9.03         $10.00
---------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                                      (0.08)          0.07           0.04
    Net realized and unrealized gain (loss)                            0.86           3.51          (0.92)
                                                                     ------         ------         ------
 Total from investment operations                                      0.78           3.58          (0.88)
---------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                         (0.03)            --          (0.09)
    Distributions to shareholders                                     (0.99)            --             --
                                                                     ------         ------         ------
 Total dividends and distributions                                    (1.02)            --          (0.09)
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                      $12.37         $12.61         $ 9.03
---------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                       5.46 %        39.65 %        (8.87)%(1)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES WERE
ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                              1.00 %         0.77 %         0.92 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                         (0.64)%         0.38 %         0.34 %(2)
---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
ASSUMED):(3)(4)
---------------------------------------------------------------------------------------------------------
 Expenses                                                              1.36 %         1.87 %         6.91 %(2)
---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                         (1.00)%        (0.72)%        (5.65)%(2)
---------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
---------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                             $4,246           $442           $105
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                 85 %          154 %          135 %(1)
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net asset
value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>

 60
<PAGE>

<TABLE>
<CAPTION>
                                                                           INTERNATIONAL PORTFOLIO++
                                                                     -------------------------------------
YEARS ENDED SEPTEMBER 30                                              2000            1999          1998*
<S>                                                                  <C>             <C>            <C>
----------------------------------------------------------------------------------------------------------

 CLASS D SHARES
----------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
----------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                 $12.78         $ 9.09         $10.00
----------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                                        0.04           0.23           0.14
    Net realized and unrealized gain (loss)                             0.89           3.46          (0.96)
                                                                     -------         ------         ------
 Total from investment operations                                       0.93           3.69          (0.82)
----------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Dividends to shareholders                                          (0.06)            --          (0.09)
    Distributions to shareholders                                      (0.99)            --             --
                                                                     -------         ------         ------
 Total dividends and distributions                                     (1.05)            --          (0.09)
----------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                       $12.66         $12.78         $ 9.09
----------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                        6.56%         40.59%         (8.26)%(1)
----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (AFTER EXPENSES WERE
ASSUMED):(3)(4)
----------------------------------------------------------------------------------------------------------
 Expenses                                                                 --             --             --
----------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                           0.36%          1.15%          1.26 %(2)
----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS (BEFORE EXPENSES WERE
ASSUMED):(3)(4)
----------------------------------------------------------------------------------------------------------
 Expenses                                                               0.36%          1.10%          5.91 %(2)
----------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                           0.00%          0.05%         (4.65)%(2)
----------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
----------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                             $43,645           $564            $11
----------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                  85%           154%           135 %(1)
----------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S>                     <C>
*  For the period November 25, 1997 (commencement of operations) through
September 30, 1998.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ Calculated based on the net asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Does not include any expenses incurred as a result of investment in the
    Underlying Funds.
(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.
</TABLE>


                                                                              61
<PAGE>
NOTES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 62
<PAGE>
NOTES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                              63
<PAGE>
NOTES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 64
<PAGE>
MORGAN STANLEY DEAN WITTER
FAMILY OF FUNDS

        The Morgan Stanley Dean Witter Family of Funds offers investors a wide
        range of investment choices. Come on in and meet the family!
--------------------------------------------------------------------------------
 GROWTH FUNDS
---------------------------------

GROWTH FUNDS
Aggressive Equity Fund
American Opportunities Fund
Capital Growth Securities
Developing Growth Securities
Growth Fund
Market Leader Trust
Mid-Cap Equity Trust
New Discoveries Fund
Next Generation Trust
Small Cap Growth Fund
Special Value Fund
Tax-Managed Growth Fund
21st Century Trend Fund

THEME FUNDS
Financial Services Trust
Health Sciences Trust
Information Fund
Natural Resource Development Securities
Technology Fund

GLOBAL/INTERNATIONAL FUNDS
Competitive Edge Fund - "Best Ideas"     Portfolio
European Growth Fund
Fund of Funds - International Portfolio
International Fund
International SmallCap Fund
Japan Fund
Latin American Growth Fund
Pacific Growth Fund
--------------------------------------------------------------------------------
 GROWTH & INCOME FUNDS
---------------------------------
Balanced Growth Fund
Balanced Income Fund
Convertible Securities Trust
Dividend Growth Securities
Equity Fund
Fund of Funds - Domestic Portfolio
Income Builder Fund
S&P 500 Index Fund
S&P 500 Select Fund
Strategist Fund
Total Market Index Fund
Total Return Trust
Value Fund
Value-Added Market Series/Equity Portfolio

THEME FUNDS
Real Estate Fund
Utilities Fund

GLOBAL FUNDS
Global Dividend Growth Securities
Global Utilities Fund
--------------------------------------------------------------------------------
 INCOME FUNDS
---------------------------------

GOVERNMENT INCOME FUNDS
Federal Securities Trust
Short-Term U.S. Treasury Trust
U.S. Government Securities Trust

DIVERSIFIED INCOME FUNDS
Diversified Income Trust

CORPORATE INCOME FUNDS
High Yield Securities
Intermediate Income Securities
Short-Term Bond Fund (NL)

GLOBAL INCOME FUNDS
North American Government Income Trust
World Wide Income Trust

TAX-FREE INCOME FUNDS
California Tax-Free Income Fund
Hawaii Municipal Trust (FSC)
Limited Term Municipal Trust (NL)
Multi-State Municipal Series Trust (FSC)
New York Tax-Free Income Fund
Tax-Exempt Securities Trust
--------------------------------------------------------------------------------
 MONEY MARKET FUNDS
---------------------------------

TAXABLE MONEY MARKET FUNDS
Liquid Asset Fund (MM)
U.S. Government Money Market Trust (MM)

TAX-FREE MONEY MARKET FUNDS
California Tax-Free Daily Income Trust (MM)
New York Municipal Money Market Trust (MM)
Tax-Free Daily Income Trust (MM)

There may be funds created after this PROSPECTUS was published. Please consult
the inside back cover of a new fund's prospectus for its designation, e.g.,
Multi-Class Fund or Money Market Fund.

Unless otherwise noted, each listed Morgan Stanley Dean Witter Fund, except for
North American Government Income Trust and Short-Term U.S. Treasury Trust, is a
Multi-Class Fund. A Multi-Class Fund is a mutual fund offering multiple Classes
of shares. The other types of funds are: NL - No-Load (Mutual) Fund; MM - Money
Market Fund; FSC - A mutual fund sold with a front-end sales charge and a
distribution (12b-1) fee.
<PAGE>
                                                  PROSPECTUS - NOVEMBER 30, 2000

Additional information about each Portfolio's investments is available in the
Fund's ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. In the Fund's ANNUAL
REPORT, you will find a discussion of the market conditions and investment
strategies that significantly affected each Portfolio's performance during its
last fiscal year. The Fund's STATEMENT OF ADDITIONAL INFORMATION also provides
additional information about each Portfolio and the Fund. The STATEMENT OF
ADDITIONAL INFORMATION is incorporated herein by reference (legally is part of
this PROSPECTUS). For a free copy of any of these documents, to request other
information about the Fund, or to make shareholder inquiries, please call:

                                 (800) 869-NEWS

You also may obtain information about the Fund by calling your Morgan Stanley
Dean Witter Financial Advisor or by visiting our Internet site at:

                            www.msdwadvice.com/funds

Information about the Fund (including the STATEMENT OF ADDITIONAL INFORMATION)
can be viewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington, DC. Information about the Reference Room's
operations may be obtained by calling the SEC at (202) 942-8090. Reports and
other information about the Fund are available on the EDGAR Database on the
SEC's Internet site (www.sec.gov), and copies of this information may be
obtained, after paying a duplicating fee, by electronic request at the following
Email address: [email protected], or by writing the Public Reference Section of
the SEC, Washington, DC 20549-0102.
 TICKER SYMBOLS:

<TABLE>
<CAPTION>
                DOMESTIC PORTFOLIO
                ------------------
<S>                         <C>
    CLASS A: DOFAX              CLASS C: DOFCX
---------------------       ---------------------

    CLASS B: DOFBX              CLASS D: DOFDX
---------------------       ---------------------
<CAPTION>
             INTERNATIONAL PORTFOLIO
             -----------------------
    CLASS A: IOFAX              CLASS C: IOFCX
<S>                         <C>
---------------------       ---------------------

    CLASS B: IOFBX              CLASS D: IOFDX
---------------------       ---------------------
</TABLE>

(THE FUND'S INVESTMENT COMPANY ACT FILE NO. IS 811-8283)

Morgan Stanley Dean Witter

                                                                   FUND OF FUNDS

                                                          DOMESTIC PORTFOLIO AND
                                                         INTERNATIONAL PORTFOLIO

                               [BACK COVER PHOTO]

                                                  A MUTUAL FUND THAT CONSISTS OF
                                                         TWO SEPARATE PORTFOLIOS
                                                 THE DOMESTIC PORTFOLIO SEEKS TO
                                                MAXIMIZE TOTAL INVESTMENT RETURN
                                               THE INTERNATIONAL PORTFOLIO SEEKS
                                                  LONG-TERM CAPITAL APPRECIATION


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission