MORGAN STANLEY DEAN WITTER S&P 500 SELECT FUND, 497, 1999-07-08

MORGAN STANLEY DEAN WITTER S&P 500 SELECT FUND
497, 1999-07-08

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<PAGE>

Filed Pursuant to Rule 497(e)
Registration File No.: 333-56609

PROSPECTUS JUNE 28, 1999

MORGAN STANLEY DEAN WITTER

S&P 500 SELECT FUND

A MUTUAL FUND THAT SEEKS TO PROVIDE A TOTAL RETURN
(BEFORE EXPENSES) THAT EXCEEDS THE TOTAL RETURN OF THE
STANDARD & POOR'S(REGISTERED TRADEMARK) 500 COMPOSITE STOCK PRICE INDEX

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>

The Fund Investment Objective ........................ 1
Principal Investment Strategies ............. 1
Principal Risks ............................ 2
Past Performance ........................... 2
Fees and Expenses .......................... 3
Additional Investment Strategy Information .. 4
Additional Risk Information ................ 5
Fund Management ............................ 6

Shareholder Information Pricing Fund Shares ........................ 7
How to Buy Shares .......................... 7
How to Exchange Shares ..................... 9
How to Sell Shares ........................ 11
Distributions ............................. 13
Tax Consequences .......................... 13
Share Class Arrangements .................. 14

Financial Highlights ............................................. 22

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.
<PAGE>
THE FUND

[GRAPHIC OMITTED]
INVESTMENT OBJECTIVE

Morgan Stanley Dean Witter S&P 500 Select Fund seeks to provide a total
return (before expenses) that exceeds the total return of the Standard
& Poor's(Registered Trademark) 500 Composite Stock Price Index.

[GRAPHIC OMITTED]
PRINCIPAL INVESTMENT STRATEGIES

(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)

The Fund will normally invest at least 80% of its total assets in
common stocks of selected companies included in the Standard &
Poor's(Registered Trademark) 500 Composite Stock Price Index. The S&P
500 is a well known stock market index that includes common stocks of
500 companies. The companies represent a significant portion of the
market value of all publicly traded common stocks in the United States.
The S&P 500 may include some foreign companies. Unlike the S&P 500,
however, the Fund is actively managed by its "Investment Manager,"
Morgan Stanley Dean Witter Advisors Inc. As such, the Fund's
performance will differ from the performance of the S&P 500.

In buying and selling securities for the Fund, the Investment Manager
seeks to identify those companies listed in the S&P 500 that have
favorable investment recommendations from the equity research
departments of recognized investment banking firms, including Morgan
Stanley Dean Witter & Co. The Investment Manager will consider the
available analytical research reports and investment recommendations
concerning each of the companies included in the S&P 500, together with
its own investment analysis, to select or overweight favorable
companies. The Investment Manager will consider investing in all of the
industries represented in the S&P 500; but may not do so if the
companies within an industry do not meet its investment criteria. The
Fund will not purchase shares of Morgan Stanley Dean Witter & Co.

Common stock is a share ownership or equity interest in a corporation.
It may or may not pay dividends, as some companies reinvest all of
their profits back into their businesses, while others pay out some of
their profits to shareholders as dividends.

In addition, the Fund may invest in stock index futures on the S&P 500
and Standard & Poor's Depository Receipts ("SPDRs").

In pursuing the Fund's investment objective, the Investment Manager has
considerable leeway in deciding which investments it buys, holds or
sells on a day-to-day basis -and which trading or investment strategies
it uses. For example, the Investment Manager in its discretion may
determine to use some permitted trading or investment strategies while
not using others.
----------------------

"Standard & Poor's(Registered Trademark)," "S&P(Registered Trademark),"
"S&P 500(Registered Trademark)," "Standard & Poor's 500," and "500" are
trademarks of the McGraw-Hill Companies, Inc. and have been licensed
for use by the Fund. The Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's, a division of the McGraw Hill Companies,
Inc. and Standard & Poor's makes no representation regarding the
advisability of investing in the Fund.
<PAGE>

[GRAPHIC OMITTED]
PRINCIPAL RISKS

There is no assurance that the Fund will achieve its investment
objective. The Fund's share price will fluctuate with changes in the
market value of the Fund's portfolio securities. When you sell Fund
shares, they may be worth less than what you paid for them and,
accordingly, you can lose money investing in this Fund.

A principal risk of investing in the Fund is associated with its 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.

The performance of the Fund also will depend on whether the Investment
Manager is successful in pursuing the Fund's investment strategy. The
Fund is also subject to other risks from its permissible investments
including the risks associated with its futures, SPDRs and foreign
securities investments. For more information about these risks, see the
"Additional Risk Information" section.

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

[GRAPHIC OMITTED]
PAST PERFORMANCE

The table below provides some indication of the risks of investing in
the Fund. The Fund's past performance does not indicate how the Fund
will perform in the future.

(SIDEBAR)
TOTAL RETURNS
THIS TABLE COMPARES THE FUND'S RETURNS WITH THOSE OF A BROAD MEASURE OF MARKET
PERFORMANCE OVER TIME. THE FUND'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)

Total Returns (as of December 31, 1998)

LIFE OF FUND
TOTAL RETURNS (AS OF DECEMBER 31, 1998) (SINCE 9/28/98)
CLASS A 11.53%
CLASS B 12.46%
CLASS C 16.44%
CLASS D 17.78%
S&P 500 INDEX(1) 17.63%

1 THE STANDARD & POOR'S(REGISTERED TRADEMARK) 500 COMPOSITE STOCK PRICE
INDEX IS A BROAD-BASED INDEX, THE PERFORMANCE OF WHICH IS BASED ON THE
AVERAGE PERFORMANCE OF 500 WIDELY HELD COMMON STOCKS. THE PERFORMANCE OF
THE INDEX DOES NOT INCLUDE ANY EXPENSES, FEES OR CHARGES. THE INDEX IS
UNMANAGED AND SHOULD NOT BE CONSIDERED AN INVESTMENT.

2
<PAGE>
[GRAPHIC OMITTED]
FEES AND EXPENSES

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

(SIDEBAR)
SHAREHOLDER FEES
THESE FEES ARE PAID DIRECTLY
FROM YOUR INVESTMENT.
(END SIDEBAR)

(SIDEBAR)
ANNUAL FUND
OPERATING EXPENSES
THESE EXPENSES ARE DEDUCTED FROM THE FUND'S ASSETS AND ARE ESTIMATED
BASED ON EXPENSES PAID FOR THE PERIOD SEPTEMBER 28, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH FEBRUARY 28, 1999.
(END SIDEBAR)

<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 FUND OPERATING EXPENSES
Management fee 0.60% 0.60% 0.60% 0.60%
Distribution and service (12b-1) fees 0.25% 1.00% 1.00% None
Other expenses 0.32% 0.32% 0.32% 0.32%
Total annual Fund operating expenses 1.17% 1.92% 1.92% 0.92%
</TABLE>

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.

3
<PAGE>

EXAMPLE

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

The example assumes that you invest $10,000 in the Fund, your investment has a
5% return each year, and the Fund'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.

IF YOU SOLD YOUR SHARES: IF YOU HELD YOUR SHARES:
------------------------ ------------------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
Class A $638 $878 $638 $878
Class B $695 $904 $195 $604
Class C $295 $604 $195 $604
Class D $94 $294 $94 $294

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 National Association of Securities
Dealers.

[GRAPHIC OMITTED]
ADDITIONAL INVESTMENT STRATEGY INFORMATION

This section provides additional information relating to the Fund's principal
strategies.

Stock Index Futures. The Fund may invest in stock index futures with respect to
the S&P 500 Index. Stock index futures may be used to simulate investment in
the S&P 500 while retaining a cash balance for fund management purposes, to
facilitate trading, to reduce transaction costs or to seek higher investment
returns.

SPDRs. The Fund may invest in 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.
The Fund may invest up to 10% of its assets in SPDRs and up to 5% of its assets
in SPDRs issued by a single unit investment trust.

Defensive Investing. The Fund may take temporary "defensive" positions in
attempting to respond to adverse market conditions. The Fund may invest any
amount of its total assets in cash or money market instruments in a defensive
posture when the Investment

4
<PAGE>

Manager believes it is advisable to do so. Although taking a defensive
posture is designed to protect the Fund from an anticipated market downturn, it
could have the effect of reducing the benefit from any upswing in the market.

The percentage limitations relating to the composition of the Fund's portfolio
apply at the time the Fund acquires an investment and refer to the Fund's net
assets, unless otherwise noted. Subsequent percentage changes that result from
market fluctuations will not require the Fund to sell any portfolio security.
The Fund may change its principal investment strategies without shareholder
approval; however, you would be notified of any changes.

[GRAPHIC OMITTED]
ADDITIONAL RISK INFORMATION

This section provides additional information relating to the principal risks of
investing in the Fund.

Foreign Securities. The Fund's investments in foreign securities (including
depository receipts) may involve risks in addition to the risks associated with
domestic securities. One additional risk is currency risk. In particular, the
price of securities could be adversely affected by changes in the exchange rate
between the U.S. dollar and a foreign market's local currency.

Foreign securities also have risks related to economic and political
developments abroad, including any effects of foreign social, economic or
political instability. 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.

Futures. If the Fund invests in futures, its participation in these markets
would subject the Fund's portfolio to certain risks. The Investment Manager's
predictions of movements in the direction of the stock market may be
inaccurate, and the adverse consequences to the Fund (e.g., a reduction in the
Fund's net asset value or a reduction in the amount of income available for
distribution) may leave the Fund in a worse position than if these strategies
were not used. Other risks inherent in the use of futures include, for example,
the possible imperfect correlation between the price of futures contracts and
movements in the prices of the securities, and the possible absence of a liquid
secondary market for any particular instrument.

SPDRs. SPDRs, which the Fund may hold, 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 Fund invests in SPDRs, it
would, in addition to its own expenses, indirectly bear its ratable share of the
SPDR's expenses.

<PAGE>

Year 2000. The Fund could be adversely affected if the computer systems
necessary for the efficient operation of the Investment Manager, the
Fund's other service providers and the markets and corporate and
governmental issuers in which the Fund invests do not properly process
and calculate date-related information from and after January 1, 2000.
While year 2000-related computer problems could have a negative effect
on the Fund, the Investment Manager and its affiliates are working hard
to avoid any problems and to obtain assurances from their service
providers that they are taking similar steps.

In addition, it is possible that the markets for securities in which
the Fund invests may be detrimentally affected by the computer failures
throughout the financial services industry beginning January 1, 2000.
Improperly functioning trading systems may result in settlement
problems and liquidity issues. In addition, corporate and governmental
data processing errors may result in production problems for individual
companies and overall economic uncertainties. Earnings of individual
issues will be affected by remediation costs, which may be substantial
and may be reported inconsistently in U.S. and foreign financial
statements. Accordingly, the Fund's investments may be adversely
affected.

[GRAPHIC OMITTED]
FUND MANAGEMENT

(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, HAS MORE THAN
$134.2 BILLION IN ASSETS UNDER MANAGEMENT
OR ADMINISTRATION AS OF MAY 31, 1999.
(END SIDEBAR)

The Fund 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 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, New York 10048.

The Fund's portfolio is managed within the Investment Manager's Growth
Group. Guy G. Rutherfurd, Jr., a Senior Vice President of the
Investment Manager, is the primary portfolio manager of the Fund. Mr.
Rutherfurd has been a portfolio manager with the Investment Manager
since February, 1997. During the period from May, 1992 to February,
1997, Mr. Rutherfurd was the Executive Vice President and Chief
Investment Officer of Nomura Asset Management (U.S.A.) Inc. Mr.
Rutherfurd is assisted by Kevin Jung, Vice President of the Investment
Manager. Mr. Jung has been a portfolio manager with the Investment
Manager since September 1997, prior to which time he was a Vice
President and portfolio manager with UBS Asset Management (NY) Inc.
from April 1993 through August 1997.

The Fund pays the Investment Manager a monthly management fee as full
compensation for the services and facilities furnished to the Fund, and
for Fund expenses assumed by the Investment Manager. The fee is
calculated by applying the annual rate of 0.60% to the Fund's average
daily net assets.
6

<PAGE>

SHAREHOLDER INFORMATION

[GRAPHIC OMITTED]
PRICING FUND SHARES

The price of Fund shares (excluding sales charges), called "net asset
value," is based on the value of the Fund's portfolio securities. The
net asset value of each Class, however, will differ because the Classes
have different ongoing distribution fees.

The net asset value per share of the Fund 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 value of the Fund's portfolio 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 Fund's Board of Trustees. In these cases,
the Fund's net asset value will reflect certain portfolio securities'
fair value rather than their market price. In addition, if the Fund
holds securities primarily listed on foreign exchanges, the value of
the Fund's portfolio securities may change on days when you will not be
able to purchase or sell your shares.

An exception to the Fund's general policy of using market prices
concerns its short-term debt portfolio securities. 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.

[GRAPHIC OMITTED]
HOW TO BUY SHARES

(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 (800) THE-DEAN 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.DEANWITTER.COM/FUNDS
(END SIDEBAR)

You may open a new account to buy Fund shares or buy additional Fund
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 Fund. 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, the Fund 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 help
you decide which Class may be most appropriate for you. When purchasing
Fund shares, you must specify which Class of shares you wish to
purchase.

<PAGE>

When you buy Fund shares, the shares are purchased at the next share
price calculated, less any applicable front-end sales charge, 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 Fund shares.

(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)

MINIMUM INVESTMENT AMOUNTS
MINIMUM INVESTMENT
------------------
INVESTMENT OPTIONS INITIAL ADDITIONAL
- -------------------------------------------------------------------------------
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*
- -------------------------------------------------------------------------------
* Provided your schedule of investments totals $1,000 in twelve months.

There is no minimum investment amount if you purchase Fund 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, or (3) 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 Fund shares for an existing account by contacting your Morgan
Stanley Dean Witter Financial Advisor, you may send a check directly to the
Fund. To buy additional shares in this manner:

o 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 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).

o Make out a check for the total amount payable to: Morgan Stanley Dean
Witter S&P 500 Select Fund.

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

8
<PAGE>
[GRAPHIC OMITTED]
HOW TO EXCHANGE SHARES

Permissable Fund Exchanges. You may exchange shares of any Class of the
Fund for the same Class of any other continuously offered Multi-Class
Fund, or for shares of a No-Load Fund, Money Market Fund or Short-Term
U.S. Treasury Trust, without the imposition of an exchange fee or 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 or Money Market Fund. If a Morgan Stanley Dean Witter Fund is not
listed, consult the inside back cover of that Fund's Prospectus for its
designation. For purposes of exchanges, shares of FSC Funds (subject to
a front-end sales charge) are treated as Class A shares of a
Multi-Class Fund.

Exchanges may be made after shares of the Fund 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.

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, the Fund'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.

The Fund may terminate or revise the exchange privilege upon required
notice. Certain services normally available to shareholders of Money
Market Funds, including the check writing privilege, are 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.

9
<PAGE>

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 Fund shares in a margin account,
contact your Morgan Stanely 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 the Fund for shares
of another Morgan Stanley Dean Witter Fund there are important tax
considerations. For tax purposes, the exchange out of the Fund is considered a
sale of the Fund's 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.

Frequent Exchanges. A pattern of frequent exchanges may result in the Fund
limiting or prohibiting, at its discretion, additional purchases and/or
exchanges. The Fund will notify you in advance of limiting 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.

10
<PAGE>
[GRAPHIC OMITTED]
HOW TO SELL SHARES

You can sell some or all of your Fund 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 price
calculated after we receive your order to sell as described below.

OPTIONS PROCEDURES
- --------------------------------------------------------------------------------
CONTACT YOUR
FINANCIAL ADVISOR To sell your shares, simply call your Morgan Stanley
[GRAPHIC OMITTED] Dean Witter Financial Advisor or other authorized
financial representative.

-----------------------------------------------------
Payment will be sent to the address to which the
account is registered or deposited in your brokerage
account.
- -------------------------------------------------------------------------------
BY LETTER You can also sell your shares by writing a "letter
[GRAPHIC OMITTED] of instruction" that includes:

o your account number;
o the dollar amount or the number of shares you wish
to sell;
o the Class of shares you wish to sell; and
o 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, New Jersey 07303.
If you hold share certificates, you must return the
certificates, along with the letter and any required
addi0tional 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
WITHDRAWAL PLAN If your investment in all of the Morgan Stanley Dean
[GRAPHIC OMITTED] Witter Family of Funds has a total market value of
at least $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.

11
<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,
however, under unusual circumstances. If you request to sell shares
that were recently purchased by check, payment of the sale proceeds
may be delayed for the minimum time needed to verify that the check
has been honored (not more than fifteen days from the time we receive
the check).

Tax Considerations. Normally, your sale of Fund 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 Fund 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 Fund 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 Fund 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.

12
<PAGE>
[GRAPHIC OMITTED]
DISTRIBUTIONS

(SIDEBAR)
TARGETED DIVIDENDS(SM)
YOU MAY SELECT TO HAVE YOUR FUND
DISTRIBUTIONS AUTOMATICALLY INVESTED IN
OTHER CLASSES OF FUND 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)

The Fund passes substantially all of its earnings from income and
capital gains along to its investors as "distributions." The Fund
earns income from stocks and interest from fixed-income investments.
These amounts are passed along to Fund shareholders as "income
dividend distributions." The Fund realizes capital gains whenever it
sells securities for a higher price than it paid for them. These
amounts are passed along as "capital gain distributions."

The Fund declares income dividends separately for each Class.
Distributions paid on Class A and Class D shares will be higher than
for Class B and Class C because distribution fees that Class B and
Class C pay are higher. Normally, income dividends and capital gains
are distributed at least annually in December. The Fund, however, may
retain and reinvest any long-term capital gains. The Fund 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. 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.

[GRAPHIC OMITTED]
TAX CONSEQUENCES

As with any investment, you should consider how your Fund 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 the Fund.

Unless your investment in the Fund 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:

o The Fund makes distributions; and
o You sell Fund 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 Fund shares. A distribution also may be
subject to local income tax. Any income

13
<PAGE>
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 Fund.

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 full information on your dividends and capital
gains for tax purposes.

Taxes on Sales. Your sale of Fund 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 Fund 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.

[GRAPHIC OMITTED]
SHARE CLASS ARRANGEMENTS

The Fund 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.

<PAGE>

The chart below compares the sales charge and the maximum annual 12b-1
fees applicable to each Class:

MAXIMUM
CLASS SALES CHARGE ANNUAL 12B-1 FEE
- -------------------------------------------------------------------------------
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 first year. 0.25%
- -------------------------------------------------------------------------------
B Maximum 5.0% CDSC during the first year decreasing
to 0% after six years. 1.0%

- -------------------------------------------------------------------------------
C 1.0% CDSC during first year 1.0%

- -------------------------------------------------------------------------------
D None None
- -------------------------------------------------------------------------------

CLASS A SHARES Class A shares 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:

(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)

FRONT-END SALES CHARGE
-------------------------------------------
PERCENTAGE OF APPROXIMATE PERCENTAGE
AMOUNT OF SINGLE TRANSACTION PUBLIC OFFERING PRICE OF NET AMOUNT INVESTED
- ---------------------------- --------------------- ----------------------
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

15
<PAGE>
The reduced sales charge schedule is applicable to purchases of Class
A shares in a single transaction by:

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

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

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

o Tax-exempt organizations.

o 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 the Fund 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
Fund 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
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 the Fund) at the
time a purchase order is placed, that the purchase qualifies for the
reduced 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
shares within a thirteen-month period. It is available for purchases
of Class A shares of Multi-Class Funds and/or shares of FSC Funds. 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

<PAGE>

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 a CDSC upon sale) if your account qualifies under one
of the following categories:

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

o Persons participating in a fee-based investment program
(subject to all of its terms and conditions, including
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.

o 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 Dean
Witter Reynold's Retirement Plan Services serves as
recordkeeper under a written Recordkeeping Services Agreement
("MSDW Eligible Plans") which have at least 200 eligible
employees.

o A MSDW Eligible Plan whose Class B shares have converted to
Class A shares, regardless of the plan's asset size or number
of eligible employees.

o 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 Fund 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 purchase, and (2) the sale proceeds
were maintained in the interim in cash or a money market
fund.

o 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.

o 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.

17
<PAGE>

CLASS B SHARES Class B shares 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.

(SIDEBAR)
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)

CDSC as a Percentage
Year Since Purchase Payment Made of Amount Redeemed
-------------------------------- ------------------
First 5.0%
Second 4.0%
Third 3.0%
Fourth 2.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None

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:

o 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.

o 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).

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

o 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

18
<PAGE>
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.

All waivers will be granted only following the 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.

Distribution Fee. Class B shares are also subject to an annual
distribution (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 the Fund 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 held before May 1, 1997, however, will convert to Class A
shares in May 2007.)

In the case of Class B shares held in a 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,
No-Load Fund 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 Fund 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 the Fund 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

<PAGE>

period --one year for each Fund. However, if you had exchanged the shares of the
Fund 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 you paid on
those shares while in that Fund up to the amount of any applicable CDSC.

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 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 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 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 categories of investors:

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

o 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.

o Certain unit investment trusts sponsored by Dean Witter
Reynolds.

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

<PAGE>

o 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 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 the Fund 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. The Plan allows the Fund to pay distribution
fees for the sale and distribution of these shares. It also allows the
Fund to pay for services to shareholders of Class A, Class B and Class
C shares. Because these fees are paid out of the Fund'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.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the period September 28, 1998 (commencement of
operations) through February 28, 1999. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate an investor would have earned or lost on an investment in the Fund
(assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the Fund's financial statements, is included in the annual report,
which is available upon request.

Class B Shares
- -------------------------------------------------------------------------------
FOR THE PERIOD SEPTEMBER 28, 1998*
THROUGH FEBRUARY 28, 1999**
- -------------------------------------------------------------------------------
SELECTED PER SHARE DATA
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income (loss) (0.02)
Net realized and unrealized gain 1.80
Total income from investment operations 1.78
Less dividends and distributions from:
Net investment income --++
Net realized gains (0.02)
Total dividends and distributions (0.02)
Net asset value, end of period $11.76
TOTAL RETURN+(1) 17.96%
RATIOS TO AVERAGE NET ASSETS(2)(3)(4)
Expenses 1.98%
Net investment income (0.37)%
SUPPLEMENTAL DATA
Net assets, end of period, in thousands $83,021
Portfolio turnover rate (1) 3%

* Commencement of operations.

** 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.

++ Excludes $0.002484 and $0.000859 of dividends from net investment income
for Class B and Class C, respectively.

(1) Not annualized.

(2) Annualized.

(3) If the Fund had borne all of its expenses that were reimbursed or waived
by the Investment Manager, the annualized expense and the net investment
income ratios would have been 1.55% and 0.06%, respectively, for Class A
shares, 2.30% and (0.69)%, respectively, for Class B shares, 2.30% and
(0.69)%, respectively, for Class C shares and 1.30% and 0.31%,
respectively, for Class D shares.

(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.

<PAGE>

Class A Shares
- -------------------------------------------------------------------------------
FOR THE PERIOD SEPTEMBER 28, 1998*
THROUGH FEBRUARY 28, 1999**
- -------------------------------------------------------------------------------
SELECTED PER SHARE DATA
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income (loss) 0.02
Net realized and unrealized gain 1.81
Total income from investment operations 1.83
Less dividends and distributions from:
Net investment income (0.02)
Net realized gains (0.02)
Total dividends and distributions (0.04)
Net asset value, end of period $11.79
TOTAL RETURN+(1) 18.32%
RATIOS TO AVERAGE NET ASSETS(2)(3)(4)
Expenses 1.23%
Net investment income 0.38%
SUPPLEMENTAL DATA
Net assets, end of period, in thousands $3,269
Portfolio turnover rate (1) 3%

* Commencement of operations.

** 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.

++ Excludes $0.002484 and $0.000859 of dividends from net investment income
for Class B and Class C, respectively.

(1) Not annualized.

(2) Annualized.

(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.

<PAGE>
Class C Shares
- -------------------------------------------------------------------------------
FOR THE PERIOD SEPTEMBER 28, 1998*
THROUGH FEBRUARY 28, 1999**
- -------------------------------------------------------------------------------
SELECTED PER SHARE DATA
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income (loss) (0.02)
Net realized and unrealized gain 1.81
Total income from investment operations 1.79
Less dividends and distributions from:
Net investment income --++
Net realized gains (0.02)
Total dividends and distributions (0.02)
Net asset value, end of period $11.77
TOTAL RETURN+(1) 17.94%
RATIOS TO AVERAGE NET ASSETS(2)(3)(4)
Expenses 1.98%
Net investment income (0.37)%
SUPPLEMENTAL DATA
Net assets, end of period, in
thousands $6,417
Portfolio turnover rate (1) 3%

* Commencement of operations.

** 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.

++ Excludes $0.002484 and $0.000859 of dividends from net investment income
for Class B and Class C, respectively.

(1) Not annualized.

(2) Annualized.

(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.

<PAGE>

Class D Shares
- -------------------------------------------------------------------------------
FOR THE PERIOD SEPTEMBER 28, 1998*
THROUGH FEBRUARY 28, 1999**
- -------------------------------------------------------------------------------
SELECTED PER SHARE DATA
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income (loss) 0.02
Net realized and unrealized gain 1.81
Total income from investment operations 1.83
Less dividends and distributions from:
Net investment income (0.02)
Net realized gains (0.02)
Total dividends and distributions (0.04)
Net asset value, end of period $11.79
TOTAL RETURN+(1) 18.38%
RATIOS TO AVERAGE NET ASSETS(2)(3)(4)
Expenses 0.98%
Net investment income 0.63%
SUPPLEMENTAL DATA
Net assets, end of period, in thousands $203
Portfolio turnover rate (1) 3%

* Commencement of operations.

** 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.

(4) Reflects overall Fund ratios for investment income and non-class specific
expenses.

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NOTES
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26
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NOTES
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NOTES
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28
<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

Aggressive Equity Fund

American Opportunities Fund

Capital Growth Securities

Developing Growth Securities

Equity Fund

Growth Fund

Market Leader Trust

Mid-Cap Equity Trust

Small Cap Growth Fund

Special Value Fund

Value Fund

THEME FUNDS

Financial Services Trust

Health Sciences Trust

Information Fund

Natural Resource Development Securities

Precious Metals and Minerals Trust

GLOBAL/INTERNATIONAL FUNDS

Competitive Edge Fund -"Best Ideas" Portfolio

European Growth Fund

Fund of Funds -International Portfolio

International SmallCap Fund

Japan Fund

Pacific Growth Fund

GROWTH & INCOME FUNDS

Balanced Growth Fund

Balanced Income Fund

Convertible Securities Trust

Dividend Growth Securities

Fund of Funds -Domestic Portfolio

Income Builder Fund

Mid-Cap Dividend Growth Securities

S&P 500 Index Fund

S&P 500 Select Fund

Strategist Fund

Total Return Trust

Value/Added Market Series/Equity Portfolio

THEME FUNDS

Global Utilities Fund

Real Estate Fund

Utilities Fund

<PAGE>

GLOBAL FUNDS

Global Dividend Growth Securities

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 front cover of a new Fund's prospectus for its designations, e.g.,
Multi-Class Fund or Money Market Fund.

Each listed Morgan Stanley Dean Witter Fund except for North American Government
Income Trust and Short-Term U.S. Treasury Trust, unless otherwise noted, is a
Multi-Class Fund, which 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.

1
<PAGE>
PROSPECTUS JUNE 28, 1999

Additional information about the Fund'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 the Fund's performance during its last fiscal year.
The Fund's Statement of Additional Information also provides additional
information about 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.DEANWITTER.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 (800) SEC-0330. Reports and
other information about the Fund are available on the SEC's Internet site
(www.sec.gov), and copies of this information may be obtained, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, DC 20549-6009.

TICKER SYMBOL:

Class B: SSPBX

(THE FUND'S INVESTMENT COMPANY ACT FILE NO. IS 811-8809)

MORGAN STANLEY DEAN WITTER

S&P 500 SELECT FUND

A MUTUAL FUND THAT SEEKS TO PROVIDE
A TOTAL RETURN (BEFORE EXPENSES) THAT
EXCEEDS THE TOTAL RETURN OF THE
STANDARD & POOR'S(REGISTERED TRADEMARK) 500
COMPOSITE STOCK PRICE INDEX