WITTER DEAN HIGH YIELD SECURITIES INC, DEFS14A, 1997-03-21

WITTER DEAN HIGH YIELD SECURITIES INC
DEFS14A, 1997-03-21

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

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

Check the appropriate box:

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

.... Dean Witter Dividend Growth Securities Inc. . . . . . . . .
Dean Witter High Yield Securities Inc.
Dean Witter Natural Resource Development Securities Inc.
(Name of Registrant(s) Specified in its Charter)

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

Payment of Filing Fee (check the appropriate box):

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

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

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

2) Aggregate number of securities to which transaction applies:

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

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

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

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4) Proposed maximum aggregate value of transaction:

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

5) Fee previously paid:

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

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

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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

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DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
DEAN WITTER HIGH YIELD SECURITIES INC.
DEAN WITTER NATURAL RESOURCE DEVELOPMENT SECURITIES INC.

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD MAY 21, 1997

Notice is hereby given that Special Meetings of Shareholders of each Dean
Witter Fund listed above (each, a "Fund" and collectively, the "Funds") will
be held jointly (the "Meeting") in the Career Development Room, 61st Floor, 2
World Trade Center, New York, New York 10048, on May 21, 1997, at 9:00 a.m.,
New York City time, for the following purposes:

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

2. For each Fund, to elect nine (9) Directors to serve until their
successors shall have been elected and qualified;

3. For each Fund, to approve or disapprove an amendment to the Fund's
Articles of Incorporation to permit multiple classes or series of shares;

4. For each Fund, to approve or disapprove a new investment policy with
respect to investments in certain other investment companies;

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

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

Shareholders of record of each Fund as of the close of business on March
12, 1997 are entitled to notice of and to vote at the Meeting. If you cannot
be present in person, your management would greatly appreciate your filling
in, signing and returning the enclosed proxy promptly in the envelope
provided for that purpose.

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

Barry Fink
Secretary

March 19, 1997
New York, New York

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

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

-- FOR approval of each new Investment Management Agreement.

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

-- FOR approval of the amendment to the Articles of Incorporation of
each Fund to permit multiple classes or series of shares.

-- FOR approval of a new investment policy for each Fund relating to
investments in certain other investment companies.

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

YOUR VOTE IS IMPORTANT

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DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
DEAN WITTER HIGH YIELD SECURITIES INC.
DEAN WITTER NATURAL RESOURCE DEVELOPMENT SECURITIES INC.

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

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

SPECIAL MEETINGS OF SHAREHOLDERS
MAY 21, 1997

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors (the "Board" or "Directors") of each Dean Witter
Fund listed above (each, a "Fund" and collectively, the "Funds") for use at
the Special Meetings of Shareholders of each Fund to be held jointly on May
21, 1997 (the "Meeting"), and at any adjournments thereof. The first mailing
of this Proxy Statement is expected to be made on or about March 19, 1997.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Director and in favor of Proposals 1, 3, 4 and 5 set forth in the attached
Notice of Special Meetings of Shareholders. A proxy may be revoked at any
time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Funds, execution and delivery of a later
dated proxy to the Secretary of the Funds (if returned and received in time
to be voted), or attendance and voting at the Meeting. Attendance at the
Meeting will not in and of itself revoke a proxy.

The holders of shares ("Shareholders") of record of each Fund as of the
close of business on March 12, 1997, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote
for a fractional share. The table below sets forth the number of shares
outstanding for each Fund as of the Record Date. On the Record Date, Mellon
Bank, N.A., Mutual Funds, P.O. Box 3198, Pittsburgh, Pennsylvania, as trustee
of the Dean Witter START Plan and the SPS Transaction Services, Inc. START
Plan, employee benefit plans established by Dean Witter Reynolds Inc. and SPS
Transaction Services, Inc. (an affiliate of Dean Witter Reynolds Inc.) for
their employees as qualified under Section 401(k) of the Internal Revenue
Code, owned 4,481,457 shares, or approximately 6.3% of the outstanding
shares, of Dean Witter High Yield Securities Inc. No person was known to own
as much as 5% of the outstanding shares of any of the other Funds on that
date. The percentage ownership of shares of the Funds changes from time to
time depending on purchases and redemptions by Shareholders and the total
number of shares outstanding.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING AS OF
MARCH 12, 1997
NAME OF FUND (RECORD DATE)
- -------------------------------------------------------- -----------------
<S> <C>
Dean Witter Dividend Growth Securities Inc. ............. 277,532,470
Dean Witter High Yield Securities Inc. .................. 70,718,517
Dean Witter Natural Resource Development Securities Inc. 18,659,477
</TABLE>

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The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$830,500, will be allocated as follows: 90% of the cost will be borne by Dean
Witter, Discover & Co. and 10% of the cost will be borne by the Funds.
Therefore, the total cost of soliciting proxies borne by each Fund is
estimated to be approximately as follows: Dean Witter Dividend Growth
Securities Inc. -- $74,650; Dean Witter High Yield Securities Inc. -- $4,800;
and Dean Witter Natural Resource Development Securities Inc. -- $3,600. The
solicitation of proxies will be by mail, which may be supplemented by
solicitation by mail, telephone or otherwise through Directors and officers
of the Funds and officers and regular employees of certain affiliates of the
Funds, including Dean Witter InterCapital Inc., Dean Witter Trust Company,
Dean Witter Services Company Inc. and/or Dean Witter Reynolds Inc., without
special compensation. In addition, Dean Witter InterCapital Inc. may employ
First Data Corp. as proxy solicitor, the cost of which is estimated to be
approximately $460,000 and will be borne by Dean Witter, Discover & Co.

First Data Corp. or Dean Witter Trust Company may call Shareholders to ask
if they would be willing to have their votes recorded by telephone. The
telephone voting procedure is designed to authenticate Shareholders'
identities, to allow Shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that their instructions
have been recorded properly. No recommendation will be made as to how a
Shareholder should vote on any Proposal other than to refer to the
recommendations of each Board. The Funds have been advised by counsel that
these procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly
they will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this Proxy Statement and
may vote by mail using the enclosed proxy card. With respect to the
solicitation of a telephonic vote by First Data Corp., additional expenses
are expected to be approximately $6.00 per telephone vote transacted, which
would be borne by Dean Witter, Discover & Co.

(1) APPROVAL OR DISAPPROVAL OF NEW INVESTMENT
MANAGEMENT AGREEMENT

BACKGROUND

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

INFORMATION CONCERNING MORGAN STANLEY

Morgan Stanley and various of its directly or indirectly owned
subsidiaries, including Morgan Stanley & Co. Incorporated ("Morgan Stanley &
Co."), a registered broker-dealer and investment adviser, and Morgan Stanley
International, provide a wide range of financial services on a global basis.
Their principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring, real estate, project

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finance and other corporate finance advisory activities; merchant banking and
other principal investment activities; stock brokerage and research services;
asset management; the trading of foreign exchange and commodities on a broad
range of asset categories, rates and indices; and global custody, securities
clearance services and securities lending.

THE MERGER

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

Under the terms of the Merger, each share of Morgan Stanley common stock
will be converted into the right to receive 1.65 shares of DWDC common stock
and each issued and outstanding share of DWDC common stock will remain
outstanding and will thereafter represent one share of Morgan Stanley, Dean
Witter, Discover & Co. common stock. Following the Merger, Morgan Stanley's
shareholders will own approximately 45% and DWDC's shareholders will own
approximately 55% of the outstanding shares of common stock of Morgan
Stanley, Dean Witter, Discover & Co.

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

The Merger is expected to be completed in mid-1997 and is subject to
certain closing conditions, including certain regulatory approvals and the
approval of shareholders of both DWDC and Morgan Stanley.

APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENTS

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

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

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of the concerned Fund and its Shareholders, which may include proposing that
Shareholders approve an agreement in lieu of the New Agreement. In the event
that the Merger is not consummated, the Investment Manager will continue to
provide services to the Funds in accordance with the terms of the Current
Agreements for such periods as may be approved at least annually by the
Board, including a majority of the Independent Directors.

REQUIRED VOTE

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

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

THE BOARDS' CONSIDERATION

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

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

Based upon the Directors' review and the evaluations of the materials they
received, and after consideration of all factors deemed relevant to them, the
Directors of each Fund, including all of the Independent Directors,
determined that each of the New Agreements is in the best interests of each
respective

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Fund and its Shareholders. ACCORDINGLY, THE BOARD OF EACH FUND, INCLUDING ALL
OF THE INDEPENDENT DIRECTORS, APPROVED EACH NEW AGREEMENT AND VOTED TO
RECOMMEND APPROVAL BY SHAREHOLDERS OF EACH FUND.

THE CURRENT INVESTMENT MANAGEMENT AGREEMENTS

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

The Investment Manager pays the compensation of the officers of the Funds
and provides the Funds with office space and equipment, and clerical and
bookkeeping services and telephone service, heat, light, power and other
utilities. The Investment Manager also pays for the services of personnel in
connection with the pricing of the Funds' shares and the preparation of
prospectuses, statements of additional information, proxy statements and
reports required to be filed with federal and state securities commissions
(except insofar as the participation or assistance of independent accountants
and attorneys is, in the opinion of the Investment Manager, necessary or
desirable). In return for its services and the expenses the Investment
Manager assumes under the Current Agreements, each Fund pays the Investment
Manager compensation which is accrued daily and payable monthly and which is
set forth in the table below.

<TABLE>
<CAPTION>
MANAGEMENT FEE NET ASSETS
MANAGEMENT LAST FISCAL PAID DURING FUND'S AS OF FISCAL
FUND FEE RATE YEAR END LAST FISCAL YEAR YEAR END
- ---------------------- --------------------------------- ------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Dean Witter Dividend 0.625% of daily net assets up to 02/28/97 $43,410,540 $12,906,778,735
Growth Securities $250 million; 0.50% of the next
Inc. $750 million; 0.475% of the next
$1 billion; 0.45% of the next $1
billion; 0.425% of the next $1
billion; 0.40% of the next $1
billion; 0.375% of the next $1
billion; 0.35% of the next $2
billion; 0.325% of the next $2
billion; and 0.30% of daily net
assets over $10 billion
Dean Witter High Yield 0.50% of daily net assets up to 08/31/96 2,271,578 460,202,839
Securities Inc. $500 million; 0.425% of the next
$250 million; 0.375% of the next
$250 million; 0.35% of the next
$1 billion; 0.325% of the next $1
billion; and 0.30% of daily net
assets over $3 billion
Dean Witter Natural 0.625% of daily net assets up to 02/28/97 1,221,826 247,988,683
Resource Development $250 million and 0.50% of daily
Securities Inc. net assets over $250 million
</TABLE>

Under the Current Agreements, each Fund is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Manager or Dean Witter Distributors Inc. ("Distributors" or the
"Distributor"), the Funds' Distributor, including, without limitation: fees
pursuant to any plan of distribution that each Fund may adopt; charges and
expenses of any registrar, custodian or depository appointed by each Fund for
the safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by
each Fund; brokers' commissions chargeable

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to each Fund in connection with portfolio securities transactions to which
the Fund is a party; all taxes, including securities or commodities issuance
and transfer taxes, and corporate fees payable by each Fund to federal, state
or other governmental agencies; costs and expenses of engraving or printing
of certificates representing shares of each Fund; all costs and expenses in
connection with registration and maintenance of registration of each Fund and
of its shares with the Securities and Exchange Commission and various states
and other jurisdictions (including filing fees and legal fees and
disbursements of counsel); the cost and expense of printing, including
typesetting, and distributing prospectuses of each Fund to its Shareholders;
all expenses of Shareholders' and Directors' meetings and of preparing,
printing and mailing proxy statements and reports to Shareholders; fees and
travel expenses of Directors or members of any advisory board or committee
who are not employees of the Investment Manager or any corporate affiliate of
the Investment Manager; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares or in cash; charges
and expenses of any outside service used for the pricing of each Fund's
shares; charges and expenses of legal counsel, including counsel to the
Independent Directors of the Funds, and independent accountants in connection
with any matter relating to each Fund (not including compensation or expenses
of attorneys employed by the Investment Manager); association dues; interest
payable on each Fund's borrowings; postage; insurance premiums on property or
personnel (including officers and Directors) of each Fund which inure to the
Fund's benefit; extraordinary expenses (including, but not limited to, legal
claims and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of each Fund's operations unless
otherwise explicitly provided in the respective Current Agreements.

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

The Current Agreement of each Fund was first approved by the Board of
Directors of the Fund, including a majority of the Independent Directors, on
October 30, 1992 and was last approved by Shareholders at special meetings of
Shareholders held on January 12, 1993. After its respective initial term,
each Current Agreement continues in effect from year to year thereafter,
provided that each such continuance is approved by the vote of a majority, as
defined by the 1940 Act, of the outstanding voting securities of each Fund or
by the Directors, and, in either event, by the vote cast in person by a
majority of the Independent Directors at a meeting called for the purpose of
voting on such approval. Each Current Agreement has been continued in effect
from year to year by action of the Board, including the Independent
Directors. Prior to the Board's February 21, 1997 meeting, the most recent
approval occurred at a meeting of the Board held on April 17, 1996.

Each Current Agreement also provides that it may be terminated at any time
by the Investment Manager, the Directors or by a vote of a majority of the
outstanding voting securities of the applicable Fund, in each instance
without the payment of any penalty, on thirty days' notice, and provides for
its automatic termination in the event of its assignment.

THE INVESTMENT MANAGER

Dean Witter InterCapital Inc. is each Fund's investment manager.
InterCapital maintains its offices at Two World Trade Center, New York, New
York 10048. InterCapital, which was incorporated in July 1992, is a
wholly-owned subsidiary of DWDC, a balanced financial services organization
providing a broad range of nationally marketed credit and investment
products.

The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:

Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and Dean Witter Reynolds Inc. ("DWR") and Director of
InterCapital, DWSC and Distributors; Richard M. DeMartini, President and
Chief Operating Officer of Dean Witter Capital, Executive Vice President of
DWDC and Director of DWR, Distributors, InterCapital, DWSC and Dean Witter
Trust Company ("DWTC"); James F.

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Higgins, President and Chief Operating Officer of Dean Witter Financial,
Executive Vice President of DWDC and Director of DWR, Distributors,
InterCapital, DWSC and DWTC; Charles A. Fiumefreddo, Executive Vice President
and Director of DWR and Chairman of the Board of Directors, Chief Executive
Officer and Director of InterCapital, DWSC and Distributors and Chairman of
the Board of Directors and Director of DWTC; Christine A. Edwards, Executive
Vice President, Secretary and General Counsel of DWDC, Executive Vice
President, Secretary, General Counsel and Director of DWR, Executive Vice
President, Secretary, Chief Legal Officer and Director of Distributors, and
Director of InterCapital and DWSC; and Thomas C. Schneider, Executive Vice
President and Chief Financial Officer of DWDC and Executive Vice President,
Chief Financial Officer and Director of DWR, Distributors, InterCapital and
DWSC.

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

InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. Appendix B lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives to those of the Funds and sets forth the fees
payable to InterCapital by such companies, including the Funds, and their net
assets as of March 12, 1997. DWSC also has its offices at Two World Trade
Center, New York, New York 10048.

Dean Witter Distributors Inc. acts as the Funds' Distributor. Like
InterCapital, the Distributor is a wholly-owned subsidiary of DWDC. Pursuant
to Rule 12b-1 plans adopted by Dean Witter Dividend Growth Securities Inc.
and Dean Witter Natural Resource Development Securities Inc., each of those
Funds pays the Distributor 12b-1 fees for distribution related services.
DWTC, an affiliate of InterCapital, serves as transfer agent of the Funds.
The table below sets forth for each Fund the distribution fees paid to the
Distributor and the transfer agency fees paid to DWTC during the Fund's last
fiscal year:

<TABLE>
<CAPTION>
DISTRIBUTION FEES PAID TRANSFER AGENT FEES PAID
TO THE DISTRIBUTOR TO DWTC DURING
FUND DURING LAST FISCAL YEAR LAST FISCAL YEAR
- -------------------------------------------------------- ----------------------- ------------------------
<S> <C> <C>
Dean Witter Dividend Growth Securities Inc. ............. $81,976,079 $8,533,374
Dean Witter High Yield Securities Inc.................... -- 539,994
Dean Witter Natural Resource Development Securities Inc. 1,910,070 222,190
</TABLE>

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

The following table sets forth information as to the allocation of
brokerage commissions by the Funds, during their respective last fiscal year,
paid to DWR, which is an affiliated broker of the Funds because DWR and
InterCapital are under the common control of DWDC:

<TABLE>
<CAPTION>
BROKERAGE COMMISSIONS PERCENTAGE OF AGGREGATE
PAID TO DWR FOR LAST BROKERAGE COMMISSIONS
NAME OF FUND FISCAL YEAR FOR LAST FISCAL YEAR
- -------------------------------------------------------- --------------------- -----------------------
<S> <C> <C>
Dean Witter Dividend Growth Securities Inc. ............. $460,302 24.03%
Dean Witter High Yield Securities Inc. .................. -- --
Dean Witter Natural Resource Development Securities Inc. 263,065 26.68
</TABLE>

(2) ELECTION OF DIRECTORS FOR EACH FUND

The number of Directors of each Fund has been fixed by the Board at nine.
There are presently eight Directors, all of whom are standing for re-election
at the Meeting for indefinite terms. In addition, the Board of each Fund has
nominated Wayne E. Hedien for election as Director at the Meeting for the
first time.

9
<PAGE>

Six of the current eight Directors (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
Independent Directors. Mr. Hedien, who has been nominated for election at the
Meeting, if elected, also will be an Independent Director. The other two
current Directors, Charles A. Fiumefreddo and Philip J. Purcell, are
"interested persons" (as such term is defined in the 1940 Act) of the Funds
and InterCapital and, thus, are not Independent Directors. The nominees for
election as Directors have been proposed by the Directors now serving or, in
the case of the nominees for positions as Independent Directors, by the
Independent Directors now serving. Other than Messrs. Bozic, Purcell and
Schroeder, who were elected as Directors by the other Directors of the Funds,
all of the members of the Board currently serving were previously elected at
a meeting of Shareholders.

The following information regarding each of the nominees for election as
Director includes principal occupations and employment for at least the last
five years, age, shares of each Fund owned, if any, as of March 12, 1997
(shown in parentheses), positions with the Funds, and directorships (or
trusteeships) in other companies which file periodic reports with the
Securities and Exchange Commission, including the 84 investment companies,
including the Funds, for which InterCapital serves as investment manager or
investment adviser (referred to herein as the "Dean Witter Funds") and the 14
investment companies for which InterCapital's wholly-owned subsidiary, DWSC,
serves as manager and TCW Funds Management, Inc. serves as investment adviser
(referred to herein as the "TCW/DW Funds").

The nominees for Director to be elected at the Meeting are:

MICHAEL BOZIC, Director since April 1994*; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November 1995);
Director or Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May 1991-July 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.
("Sears"); Director of Eaglemark Financial Services, Inc., the United Negro
College Fund and Weirton Steel Corporation.

CHARLES A. FIUMEFREDDO, Director since July 1991* ; age 63 (Dean Witter
Dividend Growth Securities Inc.--6,683 shares; Dean Witter High Yield
Securities Inc.--30,402 shares; Dean Witter Natural Resource Development
Securities Inc.--673 shares); Chairman, Chief Executive Officer and Director
of InterCapital, DWSC and Distributors; Executive Vice President and Director
of DWR; Chairman, Director or Trustee, President and Chief Executive Officer
of the Dean Witter Funds; Chairman, Chief Executive Officer and Trustee of
the TCW/DW Funds; Chairman and Director of DWTC; Director and/or officer of
various DWDC subsidiaries; formerly Executive Vice President and Director of
DWDC (until February 1993).

EDWIN JACOB (JAKE) GARN, Director since January 1993*; age 64 (Dean Witter
Dividend Growth Securities Inc.--649 shares); Director or Trustee of the Dean
Witter Funds; formerly United States Senator (R-Utah) (1974-1992) and
Chairman, Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake
City, Utah (1971-1974); formerly Astronaut, Space Shuttle Discovery (April
12-19, 1985); Vice Chairman, Huntsman Corporation (since January 1993);
Director of Franklin Quest (time management systems) and John Alden Financial
Corp. (health insurance); member of the board of various civic and charitable
organizations.

JOHN R. HAIRE, Director since January 1981*; age 72; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Chairman of the
Audit Committee and Chairman of the Committee of the Independent Trustees and
Trustee of the TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation,
an investment adviser (1964-1978); Director of Washington National
Corporation (insurance).

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

10
<PAGE>

WAYNE E. HEDIEN, age 63; Retired; Director of The PMI Group, Inc. (private
mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural
History; formerly associated with the Allstate Companies (1966-1994), most
recently as Chairman of The Allstate Corporation (March 1993-December 1994)
and Chairman and Chief Executive Officer of its wholly-owned subsidiary,
Allstate Insurance Company (July 1989-December 1994); director of various
other business and charitable organizations.

DR. MANUEL H. JOHNSON, Director since July 1991*; age 48 (Dean Witter
Dividend Growth Securities Inc.--6,592 shares); Senior Partner, Johnson Smick
International, Inc., a consulting firm; Co-Chairman and a founder of the
Group of Seven Council (G7C), an international economic commission; Director
or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
NASDAQ (since June 1995); Director of Greenwich Capital Markets Inc.
(broker-dealer); Trustee of the Financial Accounting Foundation (oversight
organization for the FASB); formerly Vice Chairman of the Board of Governors
of the Federal Reserve System (1986-1990) and Assistant Secretary of the U.S.
Treasury (1982-1986).

MICHAEL E. NUGENT, Director since July 1991* ; age 60 (Dean Witter
Dividend Growth Securities Inc.--1,902 shares); General Partner, Triumph
Capital, L.P., a private investment partnership; Director or Trustee of the
Dean Witter Funds; Trustee of the TCW/DW Funds; formerly Vice President,
Bankers Trust Company and BT Capital Corporation (1984-1988); Director of
various business organizations.

PHILIP J. PURCELL, Director since April 1994*; age 53 (Dean Witter
Dividend Growth Securities Inc.--9,557 shares; Dean Witter High Yield
Securities Inc.--37,294 shares); Chairman of the Board of Directors and Chief
Executive Officer of DWDC, DWR and Novus Credit Services Inc.; Director of
InterCapital, DWSC and Distributors; Director or Trustee of the Dean Witter
Funds; Director and/or officer of various DWDC subsidiaries.

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

The other executive officers of each Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; Robert S.
Giambrone, Vice President; Joseph J. McAlinden, Vice President; and Thomas F.
Caloia, Treasurer; and, with respect to the individual Funds, the other
executive officers are as follows: Dean Witter Dividend Growth Securities
Inc.--Paul D. Vance, Vice President; Dean Witter High Yield Securities
Inc.--Peter M. Avelar, Vice President; and Dean Witter Natural Resource
Development Securities Inc.--Konrad Krill, Vice President. In addition, the
following individuals serve as Vice Presidents of the various Funds: Dean
Witter Dividend Growth Securities Inc.--Mark Bavoso, Kenton J. Hinchliffe and
Ira N. Ross; Dean Witter High Yield Securities Inc.--Jonathan R. Page and
James F. Willison; and Dean Witter Natural Resource Development Securities
Inc.--Kenton J. Hinchliffe, Ira N. Ross and Paul D. Vance. In addition, Frank
Bruttomesso, Marilyn K. Cranney, Lou Anne D. McInnis, Carsten Otto and Ruth
Rossi serve as Assistant Secretaries of each Fund.

Mr. Fink is 42 years old and is currently First Vice President (since June
1993), Secretary and General Counsel (since February 1997) of InterCapital
and DWSC and (since August 1996) Assistant Secretary of DWR; he is also First
Vice President, Assistant Secretary and Assistant General Counsel of
Distributors (since February 1997). He was previously Vice President,
Assistant Secretary and Assistant General Counsel of InterCapital and DWSC.
Mr. Scanlan is 60 years old and is currently President and Chief Operating
Officer of InterCapital (since March 1993) and DWSC; he is also Executive
Vice President of Distributors and Executive

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

11
<PAGE>

Vice President and Director of DWTC. He was previously Executive Vice
President of InterCapital (July 1992-March 1993) and prior thereto was
Chairman of Harborview Group, Inc. Mr. Giambrone is 42 years old and is
currently Senior Vice President of InterCapital, DWSC, Distributors and DWTC
(since August 1995) and Director of DWTC (since April 1996). He was formerly
a partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 54 years old and is
currently Executive Vice President of InterCapital (since April 1996); he is
also Chief Investment Officer of InterCapital and Director of DWTC (since
April 1996). He was previously Senior Vice President of InterCapital (June
1995-April 1996) and prior thereto was a Managing Director of Dillon Reed.
Mr. Caloia is 51 years old and is currently First Vice President and
Assistant Treasurer of InterCapital and DWSC. Mr. Vance is 61 years old and
is currently Senior Vice President of InterCapital. Mr. Avelar is 38 years
old and is currently Senior Vice President of InterCapital. Mr. Krill is 37
years old and is currently Vice President of InterCapital. Mr. Bavoso is 36
years old and is currently Senior Vice President of InterCapital (since June,
1993). He was previously Vice President of InterCapital. Mr. Hinchliffe is 52
years old and is currently Senior Vice President of InterCapital. Mr. Ross is
57 years old and is currently Senior Vice President of InterCapital. Other
than Messrs. Scanlan, Giambrone and McAlinden, each of the above officers has
been an employee of InterCapital or DWR (formerly the corporate parent of
InterCapital) for over five years.

THE BOARD OF DIRECTORS, THE INDEPENDENT DIRECTORS, AND THE COMMITTEES

The Board currently consists of eight (8) Directors. These same
individuals also serve as directors or trustees for all of the Dean Witter
Funds, and are referred to in this section as Directors. As of the date of
this Proxy Statement, there are a total of 84 Dean Witter Funds, comprised of
127 portfolios. As of February 28, 1997, the Dean Witter Funds had total net
assets of approximately $84.2 billion and more than six million shareholders.

Six Directors and the new nominee (77% of the total number) have no
affiliation or business connection with InterCapital or any of its affiliated
persons. The other two Directors (the "Management Directors") are affiliated
with InterCapital. For a period of at least three years after the
consummation of the Merger, at least 75% of the members of the Board of
Directors of each Fund will not be "interested persons" (as defined in the
1940 Act) of the Investment Manager. Four of the six Independent Directors
are also Independent Trustees of the TCW/DW Funds.

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

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

The Committee of the Independent Directors is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements; continually
reviewing Fund performance; checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading
among Funds in the same complex; and

12
<PAGE>
approving fidelity bond and related insurance coverage and allocations, as
well as other matters that arise from time to time. The Independent Directors
are required to select and nominate individuals to fill any Independent
Director vacancy on the Board of any Fund that has a Rule 12b-1 plan of
distribution. Most of the Dean Witter Funds have such a plan.

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

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

The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Committee of the Independent Directors and the
Derivatives Committee of each Fund during its most recent fiscal year. No
Director attended fewer than 75% of the meetings of the Board, the Audit
Committee, the Committee of the Independent Directors or the Derivatives
Committee held while he served in such positions.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR

<TABLE>
<CAPTION>
COMMITTEE
OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL DIRECTORS DIRECTORS COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS
- -------------------------------------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Dean Witter Dividend Growth Securities Inc. 02/28/97 7 11 2 3
Dean Witter High Yield Securities Inc. ..... 08/31/96 6 10 3 3
Dean Witter Natural Resource Development
Securities Inc. ............................ 02/28/97 7 11 2 3
</TABLE>

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

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

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

13
<PAGE>
The Chairman of the Committee of the Independent Directors and the Audit
Committee is not employed by any other organization and devotes his time
primarily to the services he performs as Committee Chairman and Independent
Director of the Dean Witter Funds and as an Independent Trustee and, since
July 1, 1996, as Chairman of the Committee of the Independent Trustees and
the Audit Committee of the TCW/DW Funds. The current Committee Chairman has
had more than 35 years experience as a senior executive in the investment
company industry.

ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT DIRECTORS FOR ALL DEAN
WITTER FUNDS

The Independent Directors and the Funds' management believe that having
the same Independent Directors for each of the Dean Witter Funds avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Directors for each of the Funds or even of
sub-groups of Funds. They believe that having the same individuals serve as
Independent Directors of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the possibility of
separate groups of Independent Directors arriving at conflicting decisions
regarding operations and management of the Funds and avoids the cost and
confusion that would likely ensue. Finally, having the same Independent
Directors serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Directors, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Directors of the
Dean Witter Funds.

SHARE OWNERSHIP BY DIRECTORS

The Directors have adopted a policy pursuant to which each Director and/or
his or her spouse is required to invest at least $25,000 in any of the Funds
in the Dean Witter Funds complex (and, if applicable, in the TCW/DW Funds
complex) on whose boards the Director serves. In addition, the policy
contemplates that the Directors will, over time, increase their aggregate
investment in the Funds above the $25,000 minimum requirement. The Directors
may allocate their investments among specific Funds in any manner they
determine is appropriate based on their individual investment objectives. As
of the date of this Proxy Statement, each Director is in compliance with the
policy. Any future Director will be given a one year period following his or
her election within which to comply with the foregoing. As of December 31,
1996, the total value of the investments by the Directors and/or their
spouses in shares of the Dean Witter Funds (and, if applicable, the TCW/DW
Funds) was approximately $9.8 million.

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

COMPENSATION OF INDEPENDENT DIRECTORS

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

As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including all of the Funds represented in this Proxy Statement, have adopted
a retirement program under which an Independent Director who retires

14
<PAGE>
after serving for at least five years (or such lesser period as may be
determined by the Board) as an Independent Director or Trustee of any Dean
Witter Fund that has adopted the retirement program (each such Fund referred
to as an "Adopting Fund" and each such Director referred to as an "Eligible
Director") is entitled to retirement payments upon reaching the eligible
retirement age (normally, after attaining age 72). Annual payments are based
upon length of service. Currently, upon retirement, each Eligible Director is
entitled to receive from the Fund, commencing as of his or her retirement
date and continuing for the remainder of his or her life, an annual
retirement benefit (the "Regular Benefit") equal to 25.0% of his or her
Eligible Compensation plus 0.4166666% of such Eligible Compensation for each
full month of service as an Independent Director or Trustee of any Adopting
Fund in excess of five years up to a maximum of 50.0% after ten years of
service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Director for service to the Fund in the five year period prior to the date of
the Eligible Director's retirement. An Eligible Director may elect alternate
payments of his or her retirement benefits based upon the combined life
expectancy of such Eligible Director and his or her spouse on the date of
such Eligible Director's retirement. The amount estimated to be payable under
this method, through the remainder of the later of the lives of such Eligible
Director and spouse, will be the actuarial equivalent of the Regular Benefit.
In addition, the Eligible Director may elect that the surviving spouse's
periodic payment of benefits will be equal to either 50% or 100% of the
previous periodic amount, an election that, respectively, increases or
decreases the previous periodic amount so that the resulting payments will be
the actuarial equivalent of the Regular Benefit. Benefits under the
retirement program are not secured or funded by the Funds.

The following tables illustrate the compensation paid to each Fund's
Independent Directors by the Fund for its last fiscal year, the retirement
benefits accrued to each Fund's Independent Directors by the Fund for its
last fiscal year and the estimated retirement benefits for the Fund's
Independent Directors, to commence upon their retirement, as of the end of
the Fund's last fiscal year.

DEAN WITTER DIVIDEND GROWTH SECURITIES INC.

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
-------------------------------- ----------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT DIRECTOR FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ---------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic................ $1,750 $ 379 10 50.0% $ 925
Edwin J. Garn ............... 1,850 549 10 50.0 925
John R. Haire ............... 3,750 (385)(2) 10 50.0 2,246
Dr. Manuel H. Johnson ....... 1,800 230 10 50.0 925
Michael E. Nugent ........... 1,850 394 10 50.0 925
John L. Schroeder............ 1,800 732 8 41.7 771
</TABLE>

- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Director's elections described in the discussion
of the retirement program contained in the text of the Proxy Statement.
(2) This number reflects the effect of the extension of Mr. Haire's term as
Director until June 1, 1998.

15
<PAGE>
DEAN WITTER HIGH YIELD SECURITIES INC.

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
-------------------------------- ----------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE BENEFIT OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT DIRECTOR FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- ---------------------------- --------------- --------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic................ $1,750 $ 405 10 50.0% $ 950
Edwin J. Garn ............... 1,850 601 10 50.0 950
John R. Haire ............... 3,963 1,026 10 50.0 2,343
Dr. Manuel H. Johnson ....... 1,800 248 10 50.0 950
Michael E. Nugent ........... 1,750 430 10 50.0 950
John L. Schroeder............ 1,800 789 8 41.7 792
</TABLE>

DEAN WITTER NATURAL RESOURCE DEVELOPMENT SECURITIES INC.

16
<PAGE>
The following table illustrates the compensation paid to the Independent
Directors of the Funds for the calendar year ended December 31, 1996 for
services to the 82 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1996. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Dean Witter Money Market Funds.

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

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

The following table illustrates the retirement benefits accrued to the
Independent Directors of the Funds by the 57 Dean Witter Funds (including all
of the Funds represented in this Proxy Statement) for the year ended December
31, 1996, and the estimated retirement benefits for the Independent
Directors, to commence upon their retirement, from the 57 Dean Witter Funds
as of December 31, 1996.

RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS

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

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

17
<PAGE>
any of the nominees from serving (if elected, Mr. Hedien's term will commence
September 1, 1997). If any nominee should be unable or unwilling to serve,
the proxy will be voted for a substitute nominee proposed by the present
Directors or, in the case of an Independent Director nominee, by the
Independent Directors. With respect to each Fund, the election of each
Director requires the approval of a majority of the shares of the Fund
represented and entitled to vote at the Meeting.

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

(3) APPROVAL OR DISAPPROVAL OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF THE FUNDS
TO PERMIT MULTIPLE CLASSES OR SERIES OF SHARES

Shareholders of each Fund are being asked to approve an amendment to the
Articles of Incorporation (the "Articles") for their Fund for the reasons
discussed herein. InterCapital and Distributors, the distributor for each of
the Funds, have informed the Board of each Fund that a number of competitive
fund complexes are offering their shares in multiple classes, each with a
different combination of sales charges, ongoing fees and other features, in
order to meet the needs and desires of different types of investors in the
choice of methods of payment of distribution charges. These different
distribution arrangements are designed to permit an investor to choose the
method of purchasing shares of a mutual fund that the investor believes is
most beneficial given the amount of the purchase, the length of time the
investor expects to hold the shares and other relevant circumstances. Each
Board has been considering the implementation of multiple classes for the
Dean Witter Funds, as proposed by InterCapital and DWR, but have not yet
reached a final determination on the matter. Shareholder approval of an
amendment to the Articles is necessary to implement a multiple class
structure because the Articles for each of the Funds do not authorize
issuance of more than one class of shares. Accordingly, although the Board
has not yet taken action to approve a multiple class structure for any of the
Dean Witter Funds, in the interest of efficiency and to eliminate the costs
associated with a future proxy solicitation that would be necessary to amend
the Articles, each Board has unanimously approved the submission to
Shareholders of each of the Funds of a proposal to amend the Articles to give
the Board of each Fund the authority to implement a multiple class structure
for each Fund (the "Amendment"). NEITHER APPROVAL OF THE AMENDMENT NOR
IMPLEMENTATION OF A MULTIPLE CLASS DISTRIBUTION STRUCTURE IN THE FUTURE WILL
RESTRICT THE RIGHTS AND PRIVILEGES OF THE CURRENT SHAREHOLDERS OF THE FUNDS
NOR WILL THEY DECREASE THE NET ASSET VALUE OF CURRENT SHAREHOLDERS'
INVESTMENT IN THE FUNDS.

If approved by Shareholders, the Amendment will specifically empower the
Board of each Fund to authorize the issuance and sale of additional classes
or series of shares in the future with such preferences, rights and
privileges as the Board determines, subject to the requirements of the 1940
Act. The Articles also will be amended wherever necessary to make conforming
changes to allow the issuance of multiple classes or series or to make the
Articles more consistent with current Maryland law.

The Amendment would also permit the Funds to issue multiple series of
shares so that they could offer additional investment portfolios. If the
Amendment is approved, the Board of each Fund may approve the creation of new
series from time to time, each of which would represent a distinct portfolio
of investments. At the present time, the Board of each Fund has not
authorized the creation of additional series nor do they contemplate doing so
in the future.

If the Amendment is approved by Shareholders, each Fund will file Articles
of Amendment, which set forth the form of the Amendment, with the State of
Maryland as required by Maryland law. A form of such Articles of Amendment is
attached to this Proxy Statement as Appendix C.

18
<PAGE>
REQUIRED VOTE

The proposed Amendment to each Fund's Articles must be approved by the
holders of a majority of the outstanding shares of the respective Fund. If
the Amendment is not approved by the requisite vote of Shareholders of a
Fund, that Fund will continue to issue only one class of shares.
Alternatively, the Board of each Fund may consider submitting to Shareholders
at a future meeting other proposals to amend the Articles to authorize the
issuance of multiple classes of stock.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE AMENDMENT TO THE ARTICLES OF INCORPORATION.

(4) APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT POLICY WITH RESPECT
TO INVESTMENTS IN CERTAIN OTHER INVESTMENT COMPANIES

The Board of each Fund has approved, subject to Shareholder approval, a
new investment policy that has the effect of modifying certain investment
restrictions of the Funds so as to permit each Fund to convert to a
master/feeder structure. Under a master/feeder structure, the assets of
mutual funds with common investment objectives and substantially the same
investment policies are pooled together and, rather than being managed
separately, are "fed" into a combined pool for portfolio management purposes.
The individual pools are known as "feeder" funds and the combined pool is
known as a "master" fund.

Upon conversion to a master/feeder structure, a Fund would invest all of
its assets in a corresponding master fund and hold only beneficial interests
in the master fund. The master fund, in turn, would invest directly in
individual securities of other issuers. The Fund would otherwise continue its
normal operations. The Board of each Fund would retain the right to withdraw
a Fund's investment from the master fund at any time it determined that it
would be in the best interests of Shareholders; the Fund would then resume
investing directly in individual securities of other issuers or invest in
another master fund.

As an investor in a master fund, a Fund would be entitled to vote in
proportion to its relative interest in the master fund. Specifically, as to
any issue on which Shareholders vote, a Fund would vote its interest in the
master fund in proportion to the votes cast by its Shareholders. If there
were other investors in the master fund, there could be no assurance that any
issue that receives a majority of the votes cast by a Fund's Shareholders
would receive a majority of votes cast by all master fund shareholders.

Conversion to a master/feeder structure would only be authorized by the
Board of a Fund if it determined such structure to be in the best interests
of Shareholders. Should the Board authorize any such conversion, a Fund's
prospectus and statement of additional information would be amended to
reflect the Fund's conversion to a master/feeder structure and its
Shareholders would be notified.

While neither the Board nor InterCapital has determined that any Fund
should participate in a master/feeder structure, the Directors believe that
the Funds should have the flexibility to implement such structure at a future
date, if appropriate. At present, however, certain fundamental investment
restrictions of each Fund would prevent the Fund from doing so without
seeking Shareholder approval. For example, each Fund has fundamental
investment restrictions which limit the extent to which the Fund may invest
in other investment companies or in any one issuer. As such, a vote of a
Fund's Shareholders would be required before a Fund could participate in a
master/feeder structure. In the interest of efficiency and to eliminate the
costs associated with a future proxy statement that would be necessary to
modify these investment restrictions, the Board of each Fund recommends that
Shareholders vote to modify the Fund's investment restrictions by adding the
following new investment policy:

19
<PAGE>
"Notwithstanding any other investment policy or restriction, a
Fund may seek to achieve its investment objective by investing all
or substantially all of its assets in another investment company
having substantially the same investment objectives and policies as
the Fund."

REQUIRED VOTE

To become effective, the proposed changes to each Fund's investment
restrictions must be approved by the vote of a majority of the outstanding
voting securities of the respective Fund. As indicated earlier, the "vote of
a majority of the outstanding voting securities" is defined in the 1940 Act
as the lesser of the vote of (i) 67% or more of the shares of the respective
Fund entitled to vote thereon present at the Meeting if the holders of more
than 50% of such outstanding shares are present in person or represented by
proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled
to vote thereon.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE NEW INVESTMENT POLICY WITH RESPECT TO INVESTMENTS IN CERTAIN
OTHER INVESTMENT COMPANIES.

(5) RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS

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

<TABLE>
<CAPTION>
FUND FISCAL YEAR ENDING
- ------------------------------------------------------------ ----------------------
<S> <C>
Dean Witter Dividend Growth Securities Inc. ................. February 28, 1998
Dean Witter High Yield Securities Inc. ...................... August 31, 1997
Dean Witter Natural Resource Development Securities Inc. ... February 28, 1998
</TABLE>

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

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

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

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

ADDITIONAL INFORMATION

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

20
<PAGE>
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares
held in street name for which the broker indicates that instructions have not
been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.

SHAREHOLDER PROPOSALS

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

REPORTS TO SHAREHOLDERS

EACH FUND'S MOST RECENT ANNUAL REPORT FOR THE FUND'S MOST RECENT FISCAL
YEAR AND, IN THE CASE OF DEAN WITTER DIVIDEND GROWTH SECURITIES INC. AND DEAN
WITTER NATURAL RESOURCE DEVELOPMENT SECURITIES INC., THE SUCCEEDING
SEMI-ANNUAL REPORT, HAVE BEEN SENT PREVIOUSLY TO SHAREHOLDERS AND IS
AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT DWTC,
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS (TOLL FREE)).

INTEREST OF CERTAIN PERSONS

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

OTHER BUSINESS

The management of the Funds knows of no other matters which may be
presented at the Meeting. However, if any matters not now known properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.

By Order of the Boards of Directors

BARRY FINK
Secretary

21
<PAGE>
APPENDIX A

FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the [ ] day of [ ], 1997 by and between Dean
Witter [ ], a Maryland corporation (hereinafter called the "Fund"), and
Dean Witter InterCapital Inc., a Delaware corporation (hereinafter called the
"Investment Manager"):

Whereas, The Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and

Whereas, The Investment Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the business of
acting as investment adviser; and

Whereas, The Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms
and conditions hereinafter set forth; and

Whereas, The Investment Manager desires to be retained to perform services
on said terms and conditions:

Now, Therefore, this Agreement

W I T N E S S E T H:

that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:

1. The Fund hereby retains the Investment Manager to act as investment
manager of the Fund and, subject to the supervision of the Directors, to
supervise the investment activities of the Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously manage the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and shall
take such further action, including the placing of purchase and sale orders
on behalf of the Fund, as the Investment Manager shall deem necessary or
appropriate. The Investment Manager shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Manager in the discharge of
its duties as the Fund may, from time to time, reasonably request.

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

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

A-1
<PAGE>
4. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Fund, and provide such office space,
facilities and equipment and such clerical help and bookkeeping services as
the Fund shall reasonably require in the conduct of its business. The
Investment Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Fund.

5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: fees pursuant to any plan of
distribution that the Fund may adopt; the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel); the cost and
expense of printing, including typesetting, and distributing prospectuses and
statements of additional information of the Fund and supplements thereto to
the Fund's shareholders; all expenses of shareholders' and Directors'
meetings and of preparing, printing and mailing proxy statements and reports
to shareholders; fees and travel expenses of Directors or members of any
advisory board or committee who are not employees of the Investment Manager
or any corporate affiliate of the Investment Manager; all expenses incident
to the payment of any dividend, distribution, withdrawal or redemption,
whether in shares or in cash; charges and expenses of any outside service
used for pricing of the Fund's shares; charges and expenses of legal counsel,
including counsel to the Directors of the Fund who are not interested persons
(as defined in the Act) of the Fund or the Investment Manager, and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel (including
officers and Directors) of the Fund which inure to its benefit; extraordinary
expenses (including but not limited to, legal claims and liabilities and
litigation costs and any indemnification related thereto); and all other
charges and costs of the Fund's operation unless otherwise explicitly
provided herein.

6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation determined by applying the following
annual rates to the Fund's daily net assets: [ ]* . Except as hereinafter
set forth, compensation under this Agreement shall be calculated and accrued
daily and the amounts of the daily accruals shall be paid monthly. Such
calculations shall be made by applying 1/365ths of the annual rates to the
Fund's net assets each day determined as of the close of business on that day
or the last previous business day. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day
of a month, compensation for that part of the month this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.

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

7. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to paragraph 6 hereof, for any
fiscal year ending on a date on which this Agreement

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

* See page 7 of the Proxy Statement for a table setting forth the
management fee rate(s) applicable to each Fund.

A-2
<PAGE>
is in effect, exceed the expense limitations applicable to the Fund imposed
by state securities laws or regulations thereunder, as such limitations may
be raised or lowered from time to time, the Investment Manager shall reduce
its management fee to the extent of such excess and, if required, pursuant to
any such laws or regulations, will reimburse the Fund for annual operating
expenses in excess of any expense limitation that may be applicable;
provided, however, there shall be excluded from such expenses the amount of
any interest, taxes, brokerage commissions, distribution fees and
extraordinary expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification related thereto)
paid or payable by the Fund. Such reduction, if any, shall be computed and
accrued daily, shall be settled on a monthly basis, and shall be based upon
the expense limitation applicable to the Fund as at the end of the last
business day of the month. Should two or more such expense limitations be
applicable as at the end of the last business day of the month, that expense
limitation which results in the largest reduction in the Investment Manager's
fee shall be applicable.

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

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

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

10. This Agreement shall remain in effect until April 30, 1999 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Investment
Company Act of 1940, as amended (the "Act"), of the outstanding voting
securities of the Fund or by the Directors of the Fund; provided that in
either event such continuance is also approved annually by the vote of a
majority of the Directors of the Fund who are not parties to this Agreement
or "interested persons" (as defined in the Act) of any such party, which vote
must be cast in person at a meeting called for the purpose of voting on such
approval; provided, however, that (a) the Fund may, at any time and without
the payment of any penalty, terminate this Agreement upon thirty days'
written notice to the Investment Manager, either by majority vote of the
Directors of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund; (b) this Agreement shall immediately terminate in the
event of its assignment (to the extent required by the Act and the rules
thereunder) unless such automatic terminations shall be prevented by an
exemptive order of the Securities and Exchange Commission; and (c) the
Investment Manager may terminate this Agreement without payment of penalty on
thirty days' written notice to the Fund. Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed post-paid, to
the other party at the principal office of such party.

A-3
<PAGE>
11. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.

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

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

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.

DEAN WITTER [ ]
By

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

Attest:

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

DEAN WITTER INTERCAPITAL INC.

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

Attest:

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

A-4
<PAGE>
APPENDIX B

InterCapital serves as investment manager to the Funds and the other
investment companies listed below which have similar investment objectives to
those of the Funds. Set forth below is a chart showing the net assets of each
such investment company as of March 12, 1997 and the investment management
fee rate(s) applicable to such investment company.

<TABLE>
<CAPTION>
CURRENT INVESTMENT MANAGEMENT
NET ASSETS AS FEE RATE(S)
OF AS A PERCENTAGE
03/12/97 OF NET ASSETS
--------------- ------------------------------
<S> <C> <C>
1. DEAN WITTER AMERICAN VALUE FUND ............... $ 3,370,632,376 $0.625% on assets up to $250
million, scaled down at
various asset levels to 0.475%
on assets over $2.5 billion
2. DEAN WITTER BALANCED GROWTH FUND .............. $ 125,426,874 0.60%
3. DEAN WITTER CAPITAL APPRECIATION FUND ........ $ 323,927,003 0.75%
4. DEAN WITTER CAPITAL GROWTH SECURITIES ........ $ 505,754,103 0.65% on assets up to $500
million, scaled down at
various asset levels to 0.475%
on assets over $1.5 billion
5. DEAN WITTER DEVELOPING GROWTH SECURITIES TRUST
$ 726,490,573 0.50% on assets up to $500
million and 0.475% on assets
over $500 million
6. DEAN WITTER DIVIDEND GROWTH SECURITIES INC. .. $13,188,289,520 0.625% on assets up to $250
million, scaled down at
various asset levels to 0.30%
on assets over $10 billion
7. DEAN WITTER EUROPEAN GROWTH FUND INC. ........ $ 1,509,995,436 1.00% on assets up to $500
million and 0.95% on assets
over $500 million (of which
40% is paid to a Sub-Adviser)
8. DEAN WITTER FINANCIAL SERVICES TRUST ......... $ 154,411,700 0.75%
9. DEAN WITTER GLOBAL ASSET ALLOCATION FUND ..... $ 64,921,778 1.00% (of which 60% is paid to
two Sub-Advisers)
10.DEAN WITTER GLOBAL DIVIDEND GROWTH SECURITIES
$3,065,931,979 0.75% on assets up to
$1 billion, scaled down at
various asset levels to 0.675%
on assets over $2.5 billion
11.DEAN WITTER GLOBAL UTILITIES FUND ............ $ 354,011,304 0.65%
12.DEAN WITTER HEALTH SCIENCES TRUST ............ $ 463,792,920 1.00% on assets up to $500
million and 0.95% on assets
over $500 million
13.DEAN WITTER INCOME BUILDER FUND .............. $ 245,689,401 0.75%
14.DEAN WITTER INFORMATION FUND ................. $ 239,136,659 0.75%
15.DEAN WITTER INTERNATIONAL SMALLCAP FUND ..... $ 109,461,789 1.25% (of which 40% is paid to
a Sub-Adviser)
16.DEAN WITTER JAPAN FUND ....................... $ 193,493,375 1.0% (of which 40% is paid to
a Sub-Adviser)
17.DEAN WITTER MARKET LEADER TRUST .............. $ 100,000 0.75% (1)
18.DEAN WITTER MID-CAP GROWTH FUND .............. $ 409,527,028 0.75%

B-1
<PAGE>
CURRENT INVESTMENT MANAGEMENT
NET ASSETS AS FEE RATE(S)
OF AS A PERCENTAGE
03/12/97 OF NET ASSETS
--------------- ------------------------------
19.DEAN WITTER NATURAL RESOURCE DEVELOPMENT
SECURITIES INC. .............................. $ 255,182,300 0.625% on assets up to $250
million and 0.50% on assets
over $250 million
20.DEAN WITTER PACIFIC GROWTH FUND INC. ........ $1,504,922,981 1.00% on assets up to
$1 billion and 0.95% on assets
over $1 billion (of which 40%
is paid to a Sub-Adviser)
21.DEAN WITTER PRECIOUS METALS AND MINERALS
TRUST ........................................ $ 59,639,235 0.80%
22.DEAN WITTER SPECIAL VALUE FUND ............... $ 246,216,395 0.75%
23.DEAN WITTER STRATEGIST FUND .................. $1,435,020,832 0.60% on assets up to $500
million, scaled down at
various asset levels to 0.475%
on assets over $1.5 billion
24.DEAN WITTER UTILITIES FUND ................... $2,517,911,689 0.65% on assets up to $500
million, scaled down at
various asset levels to 0.425%
on assets over $5 billion
25.DEAN WITTER VALUE-ADDED MARKET SERIES ....... $1,232,708,381 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.425%
on assets over $1 billion
26.DEAN WITTER WORLD WIDE INVESTMENT TRUST ..... $ 438,134,738 1.0% on assets up to $500
million and 0.95% on assets
over $500 million (of which
40% is paid to a Sub-Adviser)
27.DEAN WITTER RETIREMENT SERIES:
(A) AMERICAN VALUE SERIES ..................... $ 44,710,329 0.85% (2)
(B) CAPITAL GROWTH SERIES ..................... $ 2,753,853 0.85% (2)
(C) DIVIDEND GROWTH SERIES .................... $ 92,596,787 0.75% (2)
(D) GLOBAL EQUITY SERIES ...................... $ 16,316,755 1.00% (2)
(E) STRATEGIST SERIES ......................... $ 22,235,461 0.85% (2)
(F) UTILITIES SERIES .......................... $ 5,890,044 0.75% (2)
(G) VALUE-ADDED MARKET SERIES ................. $ 19,935,888 0.50% (2)
28.DEAN WITTER SELECT DIMENSIONS INVESTMENT
SERIES:*
(A) AMERICAN VALUE PORTFOLIO .................. $ 142,691,109 0.625%
(B) BALANCED PORTFOLIO ........................ $ 46,432,529 0.75% (of which 40% is paid to
a Sub-Adviser)
(C) CORE EQUITY PORTFOLIO ..................... $ 22,871,602 0.85% (of which 40% is paid to
a Sub-Adviser)
(D) DEVELOPING GROWTH PORTFOLIO ............... $ 62,776,199 0.50%
(E) DIVIDEND GROWTH PORTFOLIO ................. $ 313,542,513 0.625%
(F) EMERGING MARKETS PORTFOLIO ................ $ 21,698,779 1.25% (of which 40% is paid to
a Sub-Adviser)
(G) GLOBAL EQUITY PORTFOLIO ................... $ 68,541,265 1.00%
(H) MID-CAP GROWTH PORTFOLIO .................. $ 3,805,149 0.75% (3)

B-2
<PAGE>
CURRENT INVESTMENT MANAGEMENT
NET ASSETS AS FEE RATE(S)
OF AS A PERCENTAGE
03/12/97 OF NET ASSETS
--------------- ------------------------------
(I) UTILITIES PORTFOLIO ....................... $ 36,684,324 0.65%
(J) VALUE-ADDED MARKET PORTFOLIO .............. $ 87,489,055 0.50%
29.DEAN WITTER VARIABLE INVESTMENT SERIES:*
(A) CAPITAL APPRECIATION PORTFOLIO ............ $ 8,143,548 0.75% (4)
(B) CAPITAL GROWTH PORTFOLIO .................. $ 94,830,181 0.65%
(C) DIVIDEND GROWTH PORTFOLIO ................. $1,411,963,686 0.625% on assets up to $500
million, scaled down at
various asset levels to 0.475%
on assets over $1 billion
(D) EQUITY PORTFOLIO .......................... $ 582,707,983 0.50% on assets up to
$1 billion and 0.475% on
assets over $1 billion
(E) EUROPEAN GROWTH PORTFOLIO ................. $ 327,394,722 1.00% (of which 40% is paid to
a Sub-Adviser)
(F) GLOBAL DIVIDEND GROWTH PORTFOLIO ......... $ 361,396,602 0.75%
(G) INCOME BUILDER PORTFOLIO .................. $ 8,047,838 0.75% (4)
(H) PACIFIC GROWTH PORTFOLIO .................. $ 136,946,030 1.00% (of which 40% is paid to
a Sub-Adviser)
(I) STRATEGIST PORTFOLIO ...................... $ 446,279,938 0.50%
(J) UTILITIES PORTFOLIO ....................... $ 423,303,421 0.65% on assets up to $500
million and 0.55% on assets
over $500 million

</TABLE>

- ------------
* Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.
(1) InterCapital has undertaken to assume all operating expenses of Dean
Witter Market Leader Trust (except for any 12b-1 fees and brokerage
fees) and to waive the compensation provided for in its investment
management agreement with that company until such time as that company
has $50 million of net assets or until six months from that company's
commencement of operations. Dean Witter Market Leader Trust is expected
to commence operations on or about April 28, 1997.
(2) InterCapital has undertaken, until July 31, 1997, to continue to assume
all operating expenses of the Series of Dean Witter Retirement Series
(except for any brokerage fees and a portion of organizational
expenses) and to waive the compensation provided for each Series in its
investment management agreement with that company to the extent that
such expenses and compensation on an annualized basis exceed 1.0% of
the daily net assets of the pertinent Series.
(3) InterCapital has undertaken, until the earlier of July 21, 1997 or the
attainment by the Portfolio of $50 million of net assets, to assume all
operating expenses (except for any brokerage fees) of the Mid-Cap
Growth Portfolio of Dean Witter Select Dimensions Investment Series and
to waive the compensation provided for that Portfolio in its investment
management agreement with the company.
(4) InterCapital has undertaken, until the earlier of July 21, 1997 or the
attainment by the respective Portfolio of $50 million of net assets, to
assume all operating expenses (except for any brokerage fees) of the
Income Builder Portfolio and the Capital Appreciation Portfolio of Dean
Witter Variable Investment Series and to waive the compensation
provided for each of these Portfolios in its investment management
agreement with that company.

B-3
<PAGE>

APPENDIX C

FORM OF ARTICLES OF AMENDMENT

Dean Witter [ ] Inc., a Maryland Corporation (the "Corporation") having
its principal office in Baltimore, Maryland, hereby certifies to the State
Department of Assessments and Taxation of Maryland that:

FIRST: The Articles of Incorporation of the Corporation (the "Articles")
are hereby amended as follows:

Article V, Section (2) is renumbered as Section (3) and a new Section (2)
is hereby inserted to read as follows:

(2) The Corporation is authorized to issue its shares in two or more
series or two or more classes, and subject to the requirements of the
Investment Company Act of 1940, as amended, particularly Section 18(f)
thereof and Rule 18f-2 thereunder, the different series or classes
shall be established and designated, and the variations in the
relative preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption as between the different series or
classes shall be fixed and determined by the Board of Directors;
provided that the Board of Directors shall not classify or reclassify
any of such shares into any class or series of stock which is prior to
any class or series of stock then outstanding with respect to rights
upon the liquidation, dissolution or winding up of the affairs of, or
upon any distribution of the general assets of, the Corporation,
except that there may be variations so fixed and determined between
different series or classes as to investment objective, purchase
price, right of redemption, special rights as to dividends and on
liquidation with respect to assets belonging to a particular series or
class, voting powers and conversion rights. All references to Common
Stock in these Articles shall be deemed to be shares of any or all
series and classes as the context may require.

The following is a description of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of
any additional class or series of Common Stock of the Corporation
(unless provided otherwise by the Board of Directors with respect to
any such additional class or series at the time of establishing and
designating such additional class or series):

(a) The number of authorized Common Stock and the number of Common
Stock of each series or of each class that may be issued shall be in
such number as may be determined by the Board of Directors and
reflected in Articles Supplementary filed with the Maryland State
Department of Assessments and Taxation. The Directors may classify or
reclassify any unissued Common Stock or any Common Stock previously
issued and reacquired of any series or class into one or more series
or one or more classes that may be established and designated from
time to time. The Directors may reissue for such consideration and on
such terms as they may determine, or cancel, any Common Stock of any
series or any class reacquired by the Corporation at their discretion
from time to time.

(b) All consideration received by the Corporation for the issue or
sale of Common Stock of a particular series or class, together with
all assets in which such consideration is invested or reinvested, all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong

C-1
<PAGE>
to that series or class for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account of
the Corporation. In the event that there are any assets, income,
earnings, profits and proceeds thereof funds, or payments which are
not readily identifiable as belonging to any particular series or
class, the Directors shall allocate them among any one or more of the
series or classes established and designated from time to time in such
manner and on such basis as they, in their sole discretion, deem fair
and equitable. Each such allocation by the Corporation shall be
conclusive and binding upon the stockholders of all series or classes
for all purposes. The Directors shall have full discretion, to the
extent not inconsistent with the Investment Company Act of 1940, as
amended, and the Maryland General Corporation Law, to determine which
items shall be treated as income and which items shall be treated as
capital; and each such determination and allocation shall be
conclusive and binding upon the stockholders.

(c) The assets belonging to each particular series or class shall be
charged with the liabilities of the Corporation in respect of that
series or class and all expenses, costs, charges and reserves
attributable to that series, and any general liabilities, expenses,
costs, charges or reserves of the Corporation which are not readily
identifiable as belonging to any particular series or class shall be
allocated and charged by the Directors to and among any one or more of
the series or classes established and designated from time to time in
such manner and on such basis as the Directors in their sole
discretion deem fair and equitable. Each allocation of liabilities,
expenses, costs, charges and reserves by the Directors shall be
conclusive and binding upon the stockholders of all series or classes
for all purposes.

(d) Dividends and distributions on Common Stock of a particular
series or class may be paid with such frequency as the Directors may
determine, which may be daily or otherwise, pursuant to a standing
resolution or resolutions adopted only once or with such frequency as
the Board of Directors may determine, to the holders of Common Stock
of that series or class, from such of the income and capital gains,
accrued or realized, from the assets belonging to that series or
class, as the Directors may determine, after providing for actual and
accrued liabilities belonging to that series or class. All dividends
and distributions on Common Stock of a particular series or class
shall be distributed pro rata to the holders of that series or class
in proportion to the number of Common Stock of that series or class
held by such holders at the date and time of record established for
the payment of such dividends or distributions except that in
connection with any dividend or distribution program or procedure, the
Board of Directors may determine that no dividend or distribution
shall be payable on shares as to which the stockholder's purchase
order and/or payment in proper form have not been received by the time
or times established by the Board of Directors under such program or
procedure.

The Corporation intends to have each separate series qualify as a
"regulated investment company" under the Internal Revenue Code of
1986, or any successor comparable statute thereto, and regulations
promulgated thereunder. Inasmuch as the computation of net income and
gains for Federal income tax purposes may vary from the computation
thereof on the books of the Corporation, the Board of Directors shall
have the power, in its sole discretion, to distribute in any fiscal
year as dividends, including dividends designated in whole or in part
as capital gains distributions, amounts sufficient, in the opinion of
the Board of Directors, to enable the respective series to qualify as
regulated investment companies and to avoid liability of such series
for Federal income tax in respect of that year. However, nothing in
the foregoing shall limit the authority of the Board of Directors to
make distributions greater than or less than the amount necessary to
qualify the series as regulated investment companies and to avoid
liability of such series for such tax.

C-2
<PAGE>
Dividends and distributions may be made in cash, property or
additional shares of the same or another class or series, or a
combination thereof, as determined by the Board of Directors or
pursuant to any program that the Board of Directors may have in effect
at the time for the election by each stockholder of the mode of the
making of such dividend or distribution to that stockholder. Any such
dividend or distribution paid in shares will be paid at the net asset
value thereof as defined in section (3) below.

(e) In the event of the liquidation or dissolution of the Corporation
or of a particular class or series, the stockholders of each class or
series that has been established and designated and is being
liquidated shall be entitled to receive, as a class or series, when
and as declared by the Board of Directors, the excess of the assets
belonging to the class or series over the liabilities belonging to
that class or series. The holders of shares of any particular class or
series shall not be entitled thereby to any distribution upon
liquidation of any other class or series. The assets so distributable
to the stockholders of any particular class or series shall be
distributed among such stockholders in proportion to the number of
shares of that class or series held by them and recorded on the books
of the Corporation. The liquidation of any particular class or series
in which there are shares then outstanding may be authorized by vote
of a majority of the outstanding securities of that class or series,
as defined in the Investment Company Act of 1940, as amended, and
without the vote of the holders of any other class or series. The
liquidation or dissolution of a particular class or series may be
accomplished, in whole or in part, by the transfer of assets of such
class or series to another class of series or by the exchange of
shares of such class or series for the shares of another class or
series.

(f) On each matter submitted to a vote of the stockholders, each
holder of a share shall be entitled to one vote for each share
standing in his name on the books of the Corporation, irrespective of
the class or series thereof, and all shares of all classes or series
shall vote as a single class or series ("Single Class voting");
provided, however, that (i) as to any matter with respect to which a
separate vote of any class or series is required by the Investment
Company Act of 1940, as amended, or by the Maryland General
Corporation Law, such requirement as to a separate vote by that class
or series shall apply in lieu of Single Class voting as described
above; (ii) in the event that the separate vote requirements referred
to in (i) above apply with respect to one or more classes or series,
then, subject to (iii) below, the shares of all other classes or
series shall vote as a single class or series; and (iii) as to any
matter which does not affect the interest of a particular class or
series, only the holders of shares of the one or more affected classes
shall be entitled to vote.

(g) The establishment and designation of any series or class of
Common Stock shall be effective upon the adoption by a majority of the
then Directors of a resolution setting forth such establishment and
designation and the relative rights and preferences of such series or
class, or as otherwise provided in such instrument, and the filing
with the proper authority of the State of Maryland of Articles
Supplementary setting forth such establishment and designation and
relative rights and preferences.

SECOND: The Amendment was recommended by the Corporation's Board of
Directors and approved by the holders of a majority of the outstanding common
stock entitled to vote thereon.

C-3
<PAGE>
IN WITNESS WHEREOF, Dean Witter [ ] Inc. has caused these presents
to be signed in its name and on its behalf by its President and witnessed by
its Secretary on [ ], 1997.

WITNESS:

- -------------------------------------
Barry Fink
Secretary

DEAN WITTER [ ] INC.

By:

- -------------------------------------
Charles A. Fiumefreddo
President

THE UNDERSIGNED, President of Dean Witter [ ] Inc. who executed on
behalf of the Corporation the foregoing Articles of Amendment of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Amendment to be the corporate act
of said Corporation and hereby certifies that to the best of his knowledge,
information, and belief the matters and facts set forth therein with respect
to the authorization and approval thereof are true in all material respects
under the penalties of perjury.

-----------------------------------
Charles A. Fiumefreddo
President

C-4

<PAGE>

DEAN WITTER DIVIDEND GROWTH SECURITIES INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert M. Scanlan, Barry Fink and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Dividend Growth Securities Inc. on May 21, 1997, at 9:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated March 19, 1997 as follows:

(Continued on reverse side)

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

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

<PAGE>

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

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

FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Directors: [ ] [ ] [ ]

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

IF YOU WISH TO WITHHOLD AUTHORITY FOR
ANY PARTICULAR NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME.

FOR AGAINST ABSTAIN
3. Approval of Amendment to Articles [ ] [ ] [ ]
of Incorporation to permit multiple
classes or series of shares.

4. Approval of New Investment Policy with [ ] [ ] [ ]
respect to investments in certain other
investment companies.

5. Ratification of Appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.

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

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

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

DEAN WITTER DIVIDEND GROWTH SECURITIES INC.

IMPORTANT

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

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

<PAGE>

DEAN WITTER HIGH YIELD SECURITIES INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph
J. McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter High Yield Securities Inc. on May 21, 1997, at 9:00 a.m., New York
City time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated March 19, 1997 as follows:

(Continued on reverse side)

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

<PAGE>

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

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

FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Directors: [ ] [ ] [ ]

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

IF YOU WISH TO WITHHOLD AUTHORITY FOR
ANY PARTICULAR NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME.

FOR AGAINST ABSTAIN
3. Approval of Amendment to Articles [ ] [ ] [ ]
of Incorporation to permit multiple
classes or series of shares.

4. Approval of New Investment Policy with [ ] [ ] [ ]
respect to investments in certain other
investment companies.

5. Ratification of Appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.

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

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

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

DEAN WITTER HIGH YIELD SECURITIES INC.

IMPORTANT

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

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

<PAGE>

DEAN WITTER NATURAL RESOURCE DEVELOPMENT SECURITIES INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph
J. McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Natural Resource Development Securities Inc. on May 21, 1997, at
9:00 a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated March 19, 1997 as follows:

(Continued on reverse side)

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

<PAGE>

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

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

FOR ALL
FOR WITHHOLD EXCEPT
2. Election of Directors: [ ] [ ] [ ]

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

IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY
PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE'S
NAME.

FOR AGAINST ABSTAIN
3. Approval of Amendment to Articles [ ] [ ] [ ]
of Incorporation to permit multiple
classes or series of shares.

4. Approval of New Investment Policy with [ ] [ ] [ ]
respect to investments in certain other
investment companies.

5. Ratification of Appointment of Price [ ] [ ] [ ]
Waterhouse LLP as Independent
Accountants.

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

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

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

DEAN WITTER NATURAL RESOURCE DEVELOPMENT SECURITIES INC.

IMPORTANT

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

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