WITTER DEAN AMERICAN VALUE FUND, DEFS14A, 1997-03-20

WITTER DEAN AMERICAN VALUE FUND
DEFS14A, 1997-03-20

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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 American Value Fund
Dean Witter Balanced Growth Fund
Dean Witter Capital Appreciation Fund
Dean Witter Capital Growth Securities
Dean Witter Developing Growth Securities Trust
Dean Witter Global Dividend Growth Securities
Dean Witter Global Utilities Fund
Dean Witter Health Sciences Trust
Dean Witter Income Builder Fund
Dean Witter Information Fund
Dean Witter Mid-Cap Growth Fund
Dean Witter Precious Metals and Minerals Trust
Dean Witter Strategist Fund
Dean Witter Utilities Fund
Dean Witter Value-Added Market Series/ Equity Portfolio
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(Name of Registrant(s) Specified in its Charter)

Barry Fink
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(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:

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2) Aggregate number of securities to which transaction applies:

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

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

4) Proposed maximum aggregate value of transaction:

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5) Fee previously paid:

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[ ] 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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DEAN WITTER AMERICAN VALUE FUND
DEAN WITTER BALANCED GROWTH FUND
DEAN WITTER CAPITAL APPRECIATION FUND
DEAN WITTER CAPITAL GROWTH SECURITIES
DEAN WITTER DEVELOPING GROWTH SECURITIES TRUST
DEAN WITTER GLOBAL DIVIDEND GROWTH SECURITIES
DEAN WITTER GLOBAL UTILITIES FUND
DEAN WITTER HEALTH SCIENCES TRUST
DEAN WITTER INCOME BUILDER FUND
DEAN WITTER INFORMATION FUND
DEAN WITTER MID-CAP GROWTH FUND
DEAN WITTER PRECIOUS METALS AND MINERALS TRUST
DEAN WITTER STRATEGIST FUND
DEAN WITTER UTILITIES FUND
DEAN WITTER VALUE-ADDED MARKET SERIES/EQUITY PORTFOLIO

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 10:00 a.m., New York
City time, for the following purposes:

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

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

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

4. 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

5. 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
<PAGE>
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.

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

- FOR approval of each new Investment Management Agreement.

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

- FOR 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

2
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TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

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JOINT PROXY STATEMENT
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SPECIAL MEETINGS OF SHAREHOLDERS
MAY 21, 1997

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of each Dean Witter Fund
listed above (each, a "Fund" and collectively, the "Funds") for use at the
Special Meetings of Shareholders of each Fund to be held jointly on May 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 Trustee
and in favor of Proposals 1, 3 and 4 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.

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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 1,986,604
shares, or approximately 6.0% of the outstanding shares, of Dean Witter Capital
Growth Securities. 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 American Value Fund...................................................................... 115,844,892
Dean Witter Balanced Growth Fund..................................................................... 9,454,780
Dean Witter Capital Appreciation Fund................................................................ 25,879,540
Dean Witter Capital Growth Securities................................................................ 33,097,540
Dean Witter Developing Growth Securities Trust....................................................... 33,499,851
Dean Witter Global Dividend Growth Securities........................................................ 226,748,405
Dean Witter Global Utilities Fund.................................................................... 27,754,734
Dean Witter Health Sciences Trust.................................................................... 30,894,506
Dean Witter Income Builder Fund...................................................................... 21,750,312
Dean Witter Information Fund......................................................................... 24,602,391
Dean Witter Mid-Cap Growth Fund...................................................................... 28,283,815
Dean Witter Precious Metals and Minerals Trust....................................................... 5,642,556
Dean Witter Strategist Fund.......................................................................... 85,273,278
Dean Witter Utilities Fund........................................................................... 163,271,306
Dean Witter Value-Added Market Series/Equity Portfolio............................................... 40,324,738
</TABLE>

The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$1,384,500, 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 American Value Fund -- $29,900; Dean
Witter Balanced Growth Fund -- $1,100; Dean Witter Capital Appreciation Fund --
$4,600; Dean Witter Capital Growth Securities -- $5,800; Dean Witter Developing
Growth Securities Trust -- $9,150; Dean Witter Global Dividend Growth Securities
- -- $28,200; Dean Witter Global Utilities Fund -- $4,200; Dean Witter Health
Sciences Trust -- $6,250; Dean Witter Income Builder Fund -- $2,000; Dean Witter
Information Fund -- $4,550; Dean Witter Mid-Cap Growth Fund -- $4,450; Dean
Witter Precious Metals and Minerals Trust -- $1,100; Dean Witter Strategist Fund
- -- $10,250; Dean Witter Utilities Fund -- $18,900; and Dean Witter Value-Added
Market Series, Equity Portfolio -- $8,000. The solicitation of proxies will be
by mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Trustees and officers of the Funds and officers and regular
employees of certain affiliates of the Funds, including Dean Witter InterCapital
Inc., Dean Witter Trust Company, Dean Witter Services Company Inc. and/or Dean
Witter Reynolds Inc., without special compensation. In addition,

4
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Dean Witter InterCapital Inc. may employ First Data Corp. as proxy solicitor,
the cost of which is estimated to be approximately $765,000 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 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.

5
<PAGE>

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 Trustees who are not "interested persons," as defined
in the Investment Company Act of 1940, as amended (the "1940 Act"), of the
Investment Manager (the "Independent Trustees"), unanimously approved the New
Agreements and recommended their respective approval by Shareholders.

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

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.

6
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THE BOARDS' CONSIDERATION

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

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

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

THE CURRENT INVESTMENT MANAGEMENT AGREEMENTS

Each of the Current Agreements provides that the Investment Manager shall
obtain and evaluate such information and advice relating to the economy and
securities and commodities markets as it deems necessary or useful to discharge
its duties under the respective Current 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

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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 PAID NET ASSETS AS OF
LAST FISCAL DURING FUND'S LAST END OF FISCAL
FUND MANAGEMENT FEE RATE YEAR/PERIOD END FISCAL YEAR/PERIOD YEAR/PERIOD
- ----------------------------- ------------------------------------ --------------- ----------------------- ------------------
<S> <C> <C> <C> <C>
Dean Witter American Value 0.625% of daily net assets up to 12/31/96 $14,111,045 $3,098,850,483
Fund $250 million; 0.50% of the next
$2.25 billion; and 0.475% of daily
net assets over $2.5 billion
Dean Witter Balanced Growth 0.60% of daily net assets 01/31/97 480,228(1) 119,415,987
Fund
Dean Witter Capital 0.75% of daily net assets 11/30/96 1,607,148 310,808,981
Appreciation Fund
Dean Witter Capital Growth 0.65% of daily net assets up to $500 10/31/96 3,339,125 506,571,191
Securities million; 0.55% of the next $500
million; 0.50% of the next $500
million; and 0.475% of daily net
assets over $1.5 billion
Dean Witter Developing Growth 0.50% of daily net assets up to $500 09/30/96 3,194,151 799,200,504
Securities Trust million and 0.475% of daily net
assets over $500 million
Dean Witter Global Dividend 0.75% of daily net assets up to $1 03/31/96 15,506,578 2,434,000,814
Growth Securities billion; 0.725% of the next $500
million; 0.70% of the next $1
billion; and 0.675% of daily net
assets over $2.5 billion
Dean Witter Global Utilities 0.65% of daily net assets 02/28/97 2,295,007 352,239,502
Fund
Dean Witter Health Sciences 1.0% of daily net assets up to $500 07/31/96 3,862,384 442,875,578
Trust million and 0.95% of daily net
assets over $500 million
Dean Witter Income Builder 0.75% of daily net assets 09/30/96 242,252(2) 148,141,914
Fund
Dean Witter Information Fund 0.75% of daily net assets 03/31/96 405,308(3) 207,320,983
Dean Witter Mid-Cap Growth 0.75% of daily net assets 05/31/96 1,468,816 309,271,711
Fund
</TABLE>

- ------------------------
(1) For the period February 9, 1996 through January 31, 1997. The Investment
Manager had waived the management fee payable under the Current Agreement
prior to February 9, 1996.
(2) For the period June 26, 1996 (commencement of operations) through September
30, 1996.

(3) For the period November 28, 1995 (commencement of operations) through March
31, 1996.

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<PAGE>

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

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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 table below sets forth the dates each Current Agreement was first
approved by the Board and last approved by the appropriate Shareholders:

<TABLE>
<CAPTION>
DATE CURRENT AGREEMENT
WAS FIRST APPROVED BY THE
BOARD (INCLUDING A DATE OF LAST
MAJORITY OF INDEPENDENT SHAREHOLDER APPROVAL
NAME OF FUND TRUSTEES) OF CURRENT AGREEMENT
- -------------------------------------------------------------------- ------------------------- ----------------------
<S> <C> <C>
Dean Witter American Value Fund..................................... October 30, 1992 January 12, 1993
Dean Witter Balanced Growth Fund.................................... January 25, 1995 February 16, 1995
Dean Witter Capital Appreciation Fund............................... August 24, 1995 August 24, 1995
Dean Witter Capital Growth Securities............................... October 30, 1992 January 12, 1993
Dean Witter Developing Growth Securities Trust...................... October 30, 1992 January 12, 1993
Dean Witter Global Dividend Growth Securities....................... April 28, 1993 April 28, 1993
Dean Witter Global Utilities Fund................................... December 2, 1993 February 24, 1994
Dean Witter Health Sciences Trust................................... October 30, 1992 October 30, 1992
Dean Witter Income Builder Fund..................................... April 17, 1996 April 17, 1996
Dean Witter Information Fund........................................ August 24, 1995 September 15, 1995
Dean Witter Mid-Cap Growth Fund..................................... July 14, 1994 July 15, 1994
Dean Witter Precious Metals and Minerals Trust...................... October 30, 1992 January 12, 1993
Dean Witter Strategist Fund......................................... October 30, 1992 January 12, 1993
Dean Witter Utilities Fund.......................................... October 30, 1992 January 12, 1993
Dean Witter Value-Added Market Series/Equity Portfolio.............. October 30, 1992 January 12, 1993
</TABLE>

After its respective initial term, each Current Agreement continues in
effect from year to year thereafter, provided that each such continuance is
approved by the vote of a majority, as defined by the 1940 Act, of the
outstanding voting securities of each Fund or by the Trustees, and, in either
event, by the vote cast in person by a majority of the Independent Trustees at a
meeting called for the purpose of voting on such approval. Each Current
Agreement whose initial term expired prior to the date of this Proxy Statement
has been continued in effect from year to year by action of the Board, including
the Independent Trustees. 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 Trustees or by a vote of a majority of the
outstanding voting securities of the applicable Fund, in each instance without
the payment of any penalty, on thirty days' notice, and provides for its
automatic termination in the event of its assignment.

THE INVESTMENT MANAGER

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

10
<PAGE>
The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:

Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and Dean Witter Reynolds Inc. ("DWR") and Director of
InterCapital, DWSC and Distributors; Richard M. DeMartini, President and Chief
Operating Officer of Dean Witter Capital, Executive Vice President of DWDC and
Director of DWR, Distributors, InterCapital, DWSC and Dean Witter Trust Company
("DWTC") ; James F. Higgins, President and Chief Operating Officer of Dean
Witter Financial, Executive Vice President of DWDC and Director of DWR,
Distributors, InterCapital, DWSC and DWTC; Charles A. Fiumefreddo, Executive
Vice President and Director of DWR and Chairman of the Board of Directors, Chief
Executive Officer and Director of InterCapital, DWSC and Distributors and
Chairman of the Board of Directors and Director of DWTC; Christine A. Edwards,
Executive Vice President, Secretary and General Counsel of DWDC, Executive Vice
President, Secretary, General Counsel and Director of DWR, Executive Vice
President, Secretary, Chief Legal Officer and Director of Distributors, and
Director of InterCapital and DWSC; and Thomas C. Schneider, Executive Vice
President and Chief Financial Officer of DWDC and Executive Vice President,
Chief Financial Officer and Director of DWR, Distributors, InterCapital and
DWSC.

The business address of the foregoing Directors and Executive Officer is Two
World Trade Center, New York, New York 10048. 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
each Fund's Rule 12b-1 plan, each Fund 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 or fiscal period, as applicable:

<TABLE>
<CAPTION>
DISTRIBUTION FEES PAID TRANSFER AGENT FEES
TO THE DISTRIBUTOR PAID
DURING TO DWTC DURING
FUND LAST FISCAL YEAR/PERIOD LAST FISCAL YEAR/PERIOD
- ---------------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
Dean Witter American Value Fund....................................... $ 24,339,469 $ 3,046,573
Dean Witter Balanced Growth Fund...................................... 812,219 63,006
Dean Witter Capital Appreciation Fund................................. 2,065,176 346,076
Dean Witter Capital Growth Securities................................. 5,164,737 793,958
Dean Witter Developing Growth Securities Trust........................ 6,461,408 893,014
Dean Witter Global Dividend Growth Securities......................... 18,919,175 2,633,577
Dean Witter Global Utilities Fund..................................... 3,227,912 484,155
Dean Witter Health Sciences Trust..................................... 3,864,860 500,280
Dean Witter Income Builder Fund....................................... 323,002 55,551
Dean Witter Information Fund.......................................... 530,783 95,993
Dean Witter Mid-Cap Growth Fund....................................... 1,958,421 245,751
Dean Witter Precious Metals and Minerals Trust........................ 654,543 95,140
Dean Witter Strategist Fund........................................... 9,851,971 1,123,176
Dean Witter Utilities Fund............................................ 29,551,784 2,711,507
Dean Witter Value-Added Market Series/Equity Portfolio................ 7,035,667 792,662
</TABLE>

11
<PAGE>
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 or fiscal
period, as applicable, 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/PERIOD FOR LAST FISCAL YEAR/PERIOD
- --------------------------------------------------------------------- ---------------------- ---------------------------
<S> <C> <C>
Dean Witter American Value Fund...................................... $ 902,407 8.00%
Dean Witter Balanced Growth Fund..................................... 44,062 69.50
Dean Witter Capital Appreciation Fund................................ 21,460 4.12
Dean Witter Capital Growth Securities................................ 167,217 17.58
Dean Witter Developing Growth Securities Trust....................... 133,555 9.81
Dean Witter Global Dividend Growth Securities........................ 193,780 4.49
Dean Witter Global Utilities Fund.................................... 6,236 2.57
Dean Witter Health Sciences Trust.................................... 9,000 3.33
Dean Witter Income Builder Fund...................................... 24,548 24.47
Dean Witter Information Fund......................................... 49,550 23.31
Dean Witter Mid-Cap Growth Fund...................................... 114,915 11.91
Dean Witter Precious Metals and Minerals Trust....................... 30,640 13.49
Dean Witter Strategist Fund.......................................... 105,265 7.42
Dean Witter Utilities Fund........................................... 162,125 31.04
Dean Witter Value-Added Market Series/Equity Portfolio............... -- --
</TABLE>

(2) ELECTION OF TRUSTEES FOR EACH FUND

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

Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, John R.
Haire, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
Independent Trustees. Mr. Hedien, who has been nominated for election at the
Meeting, if elected, also will be an Independent Trustee. The other two current
Trustees, 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 Trustees. The nominees for election as Trustees have
been proposed by the Trustees now serving or, in the case of the nominees for
positions as Independent Trustees, by the Independent Trustees now serving. All
of the members of the Board of each of Dean Witter Balanced Growth Fund, Dean
Witter Capital Appreciation Fund, Dean Witter Income Builder Fund, Dean Witter
Information Fund and Dean Witter Mid-Cap Growth Fund were elected by
InterCapital as the then sole shareholder prior to the public offering of the
Funds. Other than Messrs. Bozic, Purcell and Schroeder, who were elected as
Trustees by the other Trustees of the Funds, all of the members of the Boards of
the other Funds currently serving were previously elected either at a meeting of
Shareholders or by InterCapital as the then sole shareholder prior to the public
offering of the Funds.

The following information regarding each of the nominees for election as
Trustee 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

12
<PAGE>
periodic reports with the Securities and Exchange Commission, including the 84
investment companies, including the Funds, for which InterCapital serves as
investment manager or investment adviser (referred to herein as the "Dean Witter
Funds") and the 14 investment companies for which InterCapital's wholly-owned
subsidiary, DWSC, serves as manager and TCW Funds Management, Inc. serves as
investment adviser (referred to herein as the "TCW/DW Funds").

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

MICHAEL BOZIC, Trustee since April 1994*; age 56 (Dean Witter Global
Dividend Growth Securities -- 5,816 shares); Chairman and Chief Executive
Officer of Levitz Furniture Corporation (since November 1995); Director or
Trustee of the Dean Witter Funds; formerly President and Chief Executive Officer
of Hills Department Stores (May 1991-July 1995); formerly variously Chairman,
Chief Executive Officer, President and Chief Operating Officer (1987-1991) of
the Sears Merchandise Group of Sears, Roebuck and Co. ("Sears"); Director of
Eaglemark Financial Services, Inc., the United Negro College Fund and Weirton
Steel Corporation.

CHARLES A. FIUMEFREDDO, Trustee since July 1991*; age 63 (Dean Witter
American Value Fund -- 6,174 shares; Dean Witter Capital Appreciation Fund --
902 shares; Dean Witter Capital Growth Securities -- 3,987 shares; Dean Witter
Developing Growth Securities Trust -- 3,108 shares; Dean Witter Global Dividend
Growth Securities -- 1,266 shares; Dean Witter Global Utilities Fund -- 1,049
shares; Dean Witter Health Sciences Trust -- 1,699 shares; Dean Witter
Information Fund -- 931 shares; Dean Witter Mid-Cap Growth Fund -- 1,189 shares;
Dean Witter Strategist Fund -- 928 shares; Dean Witter Utilities Fund -- 8,734
shares; Dean Witter Value-Added Market Series/Equity Portfolio -- 11,241
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, Trustee since January 1993*; age 64 (Dean Witter
American Value Fund -- 1,035 shares; Dean Witter Capital Appreciation Fund --
2,081 shares; Dean Witter Developing Growth Securities Trust -- 596 shares; Dean
Witter Global Dividend Growth Securities -- 542 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, Trustee since January 1981*; age 72; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or Trustees
and Director or Trustee of the Dean Witter Funds; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Trustees and Trustee
of the TCW/DW Funds; formerly President, Council for Aid to Education
(1978-1989) and Chairman and Chief Executive Officer of Anchor Corporation, an
investment adviser (1964-1978); Director of Washington National Corporation
(insurance).

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)

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

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

13
<PAGE>

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

MICHAEL E. NUGENT, Trustee since July 1991*; age 60 (Dean Witter American
Value Fund -- 4,465 shares; Dean Witter Capital Appreciation Fund -- 4,000
shares; Dean Witter Global Dividend Growth Securities -- 2,993 shares; Dean
Witter Global Utilities Fund -- 2,624 shares; Dean Witter Mid-Cap Growth Fund --
7,499 shares; Dean Witter Strategist Fund -- 4,594 shares; Dean Witter
Value-Added Market Series/Equity Portfolio -- 2,876 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, Trustee since April 1994*; age 53 (Dean Witter Developing
Growth Securities Trust -- 316 shares; Dean Witter Strategist Fund -- 631
shares; Dean Witter Value-Added Market Series/Equity Portfolio -- 1,906 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, Trustee since April 1994*; age 66; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of the Home Insurance Company (1991-1995).

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 American Value Fund -- Anita H.
Kolleeny, Vice President; Dean Witter Balanced Growth Fund -- Rajesh K. Gupta,
Vice President; and Paul D. Vance, Vice President; Dean Witter Capital
Appreciation Fund and Dean Witter Health Sciences Trust -- Ronald J. Worobel,
Vice President; Dean Witter Capital Growth Securities -- Peter Hermann, Vice
President; Dean Witter Developing Growth Securities Trust -- Jayne Stevlingson,
Vice President; Dean Witter Global Dividend Growth Securities -- Paul D. Vance,
Vice President; Dean Witter Global Utilities Fund and Dean Witter Utilities Fund
- -- Edward F. Gaylor, Vice President; Dean Witter Income Builder Fund -- Paul D.
Vance, Vice President; and Michael G. Knox, Vice President; Dean Witter
Information Fund -- Edward F. Gaylor, Vice President; Peter Hermann, Vice
President; and Jayne Stevlingson, Vice President; Dean Witter Mid-Cap Growth
Fund -- Kirk Balzer, Vice President; Dean Witter Precious Metals and Minerals
Trust -- Robert Rossetti, Vice President; Dean Witter Strategist Fund -- Mark
Bavoso, Vice President; and Dean Witter Value-Added Market Series -- Kenton J.
Hinchliffe, Vice President. In addition, the following individuals serve as Vice
Presidents of the various Funds: Dean Witter American Value Fund, Dean Witter
Capital Growth Securities and Dean Witter Health Sciences Trust -- Kenton J.
Hinchliffe, Ira N. Ross and

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

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

14
<PAGE>
Paul D. Vance; Dean Witter Balanced Growth Fund -- Peter M. Avelar, Kenton J.
Hinchliffe, Jonathan R. Page and Mark Bavoso; Dean Witter Capital Appreciation
Fund -- Jayne Stevlingson, Michael Knox and Kenton J. Hinchliffe; Dean Witter
Developing Growth Securities Trust -- Ronald J. Worobel, Ira N. Ross and Paul D.
Vance; Dean Witter Global Dividend Growth Securities -- Ronald J. Worobel,
Kenton J. Hinchliffe and Ira N. Ross; Dean Witter Global Utilities Fund and Dean
Witter Utilities Fund -- Kenton J. Hinchliffe, Ira N. Ross, Paul D. Vance, Paula
La Costa and Kevin Hurley; Dean Witter Mid-Cap Growth Fund -- Anita Kolleeny,
Peter Hermann, Kenton J. Hinchliffe, Ira N. Ross and Paul D. Vance; Dean Witter
Precious Metals and Minerals Trust -- Mark Bavoso, Ira N. Ross, Paul D. Vance,
Konrad Krill and Kenton J. Hinchliffe; and Dean Witter Value-Added Market Series
- -- Alice Weiss. 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 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. Ms. Kolleeny is 41 years old and is currently Senior Vice President of
InterCapital. Mr. Gupta is 36 years old and is currently Senior Vice President
of InterCapital. Mr. Vance is 61 years old and is currently Senior Vice
President of InterCapital. Mr. Worobel is 54 years old and is currently Senior
Vice President of InterCapital. He was previously Vice President of InterCapital
(June 1992-June 1993) and prior thereto was Managing Director at MacKay-Shields
Financial Corp. (February 1989-June 1992). Mr. Hermann is 36 years old and is
currently Vice President of InterCapital (since March 1994). He was previously a
portfolio manager with The Bank of New York (August 1987-February 1994). Ms.
Stevlingson is 37 years old and is currently Vice President of InterCapital
(since October 1992). She was previously Assistant Vice President of Bankers
Trust New York Corp. Mr. Gaylor is 55 years old and is currently Senior Vice
President of InterCapital. Mr. Knox is 30 years old and is currently Vice
President of InterCapital (since August 1993). Prior thereto he was with Eagle
Asset Management, Inc. Mr. Balzer is 33 years old and is currently Vice
President of InterCapital (since April 1996). He was previously a portfolio
manager with Chancellor Capital Management (July 1994-March 1996) and GT Capital
Management (June 1992-July 1994) and prior thereto was a graduate student at the
University of Chicago. Mr. Rossetti is 49 years old and is currently Vice
President of InterCapital (since May 1995). He was formerly Vice President at
Merrill Lynch & Co. Inc. (November 1994-April 1995) and prior thereto was Vice
President at Prudential Securities for six years. 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. Mr. Avelar is 38 years old and
is currently Senior Vice President of InterCapital. Mr. Page is 50 years old and
is currently Senior Vice President of InterCapital. Ms. La Costa is 45 years old
and is currently Vice President of InterCapital (since April 1992). She was
previously Assistant Vice President of InterCapital. Mr. Hurley is 52 years old
and is currently

15
<PAGE>
Senior Vice President of InterCapital (since February 1995). He was previously a
private investor (January 1994-February 1995) and prior thereto was Managing
Director of Ark Asset Management Co., Inc. for five years. Mr. Krill is 37 years
old and is currently Vice President of InterCapital. Ms. Weiss is 48 years old
and is currently Vice President of InterCapital. Other than Messrs. Scanlan,
Giambrone, McAlinden, Worobel, Hermann, Knox, Balzer, Rossetti and Hurley and
Ms. Stevlingson, each of the above officers has been an employee of InterCapital
or DWR (formerly the corporate parent of InterCapital) for over five years.

THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES

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

Six Trustees 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 Trustees (the "Management Trustees") are affiliated with
InterCapital. For a period of at least three years after the consummation of the
Merger, at least 75% of the members of the Board of Trustees of each Fund will
not be "interested persons" (as defined in the 1940 Act) of the Investment
Manager. Four of the six Independent Trustees are also Independent Trustees of
the TCW/DW Funds.

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

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

The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements; continually
reviewing Fund performance; checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading among
Funds in the same complex; and approving fidelity bond and related insurance
coverage and allocations, as well as other matters that arise from time to time.
The Independent Trustees are required to select and nominate individuals to fill
any Independent Trustee vacancy on the Board of any Fund that has a Rule 12b-1
plan of distribution. Most of the Dean Witter Funds have such a plan.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the
indepen-

16
<PAGE>
dent 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 Trustees and the Derivatives
Committee of each Fund during its most recent fiscal year or fiscal period, as
applicable. No Trustee attended fewer than 75% of the meetings of the Board, the
Audit Committee, the Committee of the Independent Trustees or the Derivatives
Committee held while he served in such positions.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR/PERIOD

<TABLE>
<CAPTION>
COMMITTEE
OF THE
BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS
- ------------------------------------------------------------ -------- -------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
Dean Witter American Value Fund............................. 12/31/96 7 10 3 3
Dean Witter Balanced Growth Fund............................ 01/31/97 7 10 2 3
Dean Witter Capital Appreciation Fund....................... 11/30/96 6 10 2 3
Dean Witter Capital Growth Securities....................... 10/31/96 6 10 3 3
Dean Witter Developing Growth Securities Trust.............. 09/30/96 6 10 3 3
Dean Witter Global Dividend Growth Securities............... 03/31/96 6 9 3 5
Dean Witter Global Utilities Fund........................... 02/28/97 7 11 2 3
Dean Witter Health Sciences Trust........................... 07/31/96 6 10 3 4
Dean Witter Income Builder Fund............................. 09/30/96 2 4 1 3
Dean Witter Information Fund................................ 03/31/96 4 4 2 2
Dean Witter Mid-Cap Growth Fund............................. 05/31/96 6 10 3 5
Dean Witter Precious Metals and Minerals Trust.............. 10/31/96 6 10 3 3
Dean Witter Strategist Fund................................. 07/31/96 6 10 3 4
Dean Witter Utilities Fund.................................. 12/31/96 7 10 3 3
Dean Witter Value-Added Market Series/Equity Portfolio...... 06/30/96 6 10 3 4
</TABLE>

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

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

17
<PAGE>
critical issues. Members of the Committees believe that the person who serves as
Chairman of both Committees and guides their efforts is pivotal to the effective
functioning of the Committees.

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

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

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

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

SHARE OWNERSHIP BY TRUSTEES

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

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

18
<PAGE>
COMPENSATION OF INDEPENDENT TRUSTEES

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

As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including eight of the Funds represented in this Proxy Statement, have adopted a
retirement program under which an Independent Trustee who retires after serving
for at least five years (or such lesser period as may be determined by the
Board) as an Independent Director or Trustee of any Dean Witter Fund that has
adopted the retirement program (each such Fund referred to as an "Adopting Fund"
and each such Trustee referred to as an "Eligible Trustee") is entitled to
retirement payments upon reaching the eligible retirement age (normally, after
attaining age 72). Annual payments are based upon length of service. Currently,
upon retirement, each Eligible Trustee is entitled to receive from the Fund,
commencing as of his or her retirement date and continuing for the remainder of
his or her life, an annual retirement benefit (the "Regular Benefit") equal to
25.0% of his or her Eligible Compensation plus 0.4166666% of such Eligible
Compensation for each full month of service as an Independent Director or
Trustee of any Adopting Fund in excess of five years up to a maximum of 50.0%
after ten years of service. The foregoing percentages may be changed by the
Board. "Eligible Compensation" is one-fifth of the total compensation earned by
such Eligible Trustee for service to the Fund in the five year period prior to
the date of the Eligible Trustee's retirement. An Eligible Trustee may elect
alternate payments of his or her retirement benefits based upon the combined
life expectancy of such Eligible Trustee and his or her spouse on the date of
such Eligible Trustee's retirement. The amount estimated to be payable under
this method, through the remainder of the later of the lives of such Eligible
Trustee and spouse, will be the actuarial equivalent of the Regular Benefit. In
addition, the Eligible Trustee may elect that the surviving spouse's periodic
payment of benefits will be equal to either 50% or 100% of the previous periodic
amount, an election that, respectively, increases or decreases the previous
periodic amount so that the resulting payments will be the actuarial equivalent
of the Regular Benefit. Benefits under the retirement program are not secured or
funded by the Funds. As of the date of this Proxy Statement, the following Funds
represented in this Proxy Statement have adopted the retirement program: Dean
Witter American Value Fund, Dean Witter Capital Growth Securities, Dean Witter
Developing Growth Securities Trust, Dean Witter Global Dividend Growth
Securities, Dean Witter Health Sciences Trust, Dean Witter Strategist Fund, Dean
Witter Utilities Fund and Dean Witter Value-Added Market Series.

The following tables illustrate the compensation paid to each Fund's
Independent Trustees for the Fund's last fiscal year by each Fund which has paid
compensation to the Independent Trustees for at least one fiscal year and, for
the Funds which have adopted the retirement program, the retirement benefits
accrued to each Fund's Independent Trustees by the Fund for its last fiscal year
and the estimated retirement benefits for the Fund's Independent Trustees, to
commence upon their retirement, as of the end of the Fund's last fiscal year.

19
<PAGE>

DEAN WITTER AMERICAN VALUE FUND

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
---------------------------- -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------------- ------------- ------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,800 $ 381 10 50.0% $ 950
Edwin J. Garn.................... 1,850 639 10 50.0 950
John R. Haire.................... 3,950 3,595 10 50.0 2,343
Dr. Manuel H. Johnson............ 1,800 256 10 50.0 950
Michael E. Nugent................ 1,800 481 10 50.0 950
John L. Schroeder................ 1,800 736 8 41.7 792
</TABLE>

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

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

DEAN WITTER CAPITAL APPRECIATION FUND

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- ---------------------------------------------------------------------------------- -------------------------------------
<S> <C>
Michael Bozic..................................................................... $ 1,800
Edwin J. Garn..................................................................... 1,850
John R. Haire..................................................................... 3,950
Dr. Manuel H. Johnson............................................................. 1,800
Michael E. Nugent................................................................. 1,800
John L. Schroeder................................................................. 1,800
</TABLE>

DEAN WITTER CAPITAL GROWTH SECURITIES

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------ -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------------- ------------- --------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,750 $ 393 10 50.0% $ 950
Edwin J. Garn.................... 1,850 577 10 50.0 950
John R. Haire.................... 3,900 372 10 50.0 2,343
Dr. Manuel H. Johnson............ 1,800 240 10 50.0 950
Michael E. Nugent................ 1,750 413 10 50.0 950
John L. Schroeder................ 1,800 763 8 41.7 792
</TABLE>

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

20
<PAGE>

DEAN WITTER DEVELOPING GROWTH SECURITIES TRUST

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
---------------------------- -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------------- ------------- ------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,750 $ 399 10 50.0% $ 950
Edwin J. Garn.................... 1,850 675 10 50.0 950
John R. Haire.................... 3,850 4,576 10 50.0 2,343
Dr. Manuel H. Johnson............ 1,800 268 10 50.0 950
Michael E. Nugent................ 1,750 507 10 50.0 950
John L. Schroeder................ 1,800 776 8 41.7 792
</TABLE>

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

DEAN WITTER GLOBAL DIVIDEND GROWTH SECURITIES

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
---------------------------- -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------------- ------------- ------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,600 $ 436 10 50.0% $ 950
Edwin J. Garn.................... 1,650 746 10 50.0 950
John R. Haire.................... 4,575 4,627 10 50.0 1,625
Dr. Manuel H. Johnson............ 1,650 294 10 50.0 950
Michael E. Nugent................ 1,600 558 10 50.0 950
John L. Schroeder................ 1,600 854 8 41.7 792
</TABLE>

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

DEAN WITTER GLOBAL UTILITIES FUND

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C>
Michael Bozic..................................................................... $ 1,750
Edwin J. Garn..................................................................... 1,850
John R. Haire..................................................................... 3,750
Dr. Manuel H. Johnson............................................................. 1,800
Michael E. Nugent................................................................. 1,850
John L. Schroeder................................................................. 1,850
</TABLE>

21
<PAGE>

DEAN WITTER HEALTH SCIENCES TRUST

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
---------------------------- -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------------- ------------- ------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,750 $ 412 10 50.0% $ 950
Edwin J. Garn.................... 1,850 698 10 50.0 950
John R. Haire.................... 3,963 4,333 10 50.0 1,961
Dr. Manuel H. Johnson............ 1,800 277 10 50.0 950
Michael E. Nugent................ 1,700 523 10 50.0 950
John L. Schroeder................ 1,800 802 8 41.7 792
</TABLE>

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

DEAN WITTER MID-CAP GROWTH FUND

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- ---------------------------------------------------------------------------------- -------------------------------------
<S> <C>
Michael Bozic..................................................................... $ 1,800
Edwin J. Garn..................................................................... 1,900
John R. Haire..................................................................... 4,375
Dr. Manuel H. Johnson............................................................. 1,850
Michael E. Nugent................................................................. 1,700
John L. Schroeder................................................................. 1,850
</TABLE>

DEAN WITTER PRECIOUS METALS AND MINERALS TRUST

<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE AGGREGATE COMPENSATION FROM THE FUND
- ---------------------------------------------------------------------------------- -------------------------------------
<S> <C>
Michael Bozic..................................................................... $ 1,750
Edwin J. Garn..................................................................... 1,850
John R. Haire..................................................................... 3,900
Dr. Manuel H. Johnson............................................................. 1,800
Michael E. Nugent................................................................. 1,750
John L. Schroeder................................................................. 1,800
</TABLE>

22
<PAGE>

DEAN WITTER STRATEGIST FUND

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
---------------------------- -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES(1) (MAXIMUM 10) COMPENSATION RETIREMENT(2)
- --------------------------------- ------------- ------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,750 $ 147 10 50.0% $ 950
Edwin J. Garn.................... 1,850 (599) 10 50.0 950
John R. Haire.................... 3,963 1,188 10 50.0 4,687
Dr. Manuel H. Johnson............ 1,800 (415) 10 50.0 950
Michael E. Nugent................ 1,700 (753) 10 50.0 950
John L. Schroeder................ 1,800 281 8 41.7 792
</TABLE>

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

(1) These numbers reflect the effect of the combination of the net assets of
Dean Witter Managed Assets Trust with those of the Fund on December 22,
1995 pursuant to an Agreement and Plan of Reorganization.

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

DEAN WITTER UTILITIES FUND

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
---------------------------- -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES (MAXIMUM 10) COMPENSATION RETIREMENT(1)
- --------------------------------- ------------- ------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,800 $ 381 10 50.0% $ 950
Edwin J. Garn.................... 1,850 553 10 50.0 950
John R. Haire.................... 3,950 (282)(2) 10 50.0 2,343
Dr. Manuel H. Johnson............ 1,800 231 10 50.0 950
Michael E. Nugent................ 1,800 396 10 50.0 950
John L. Schroeder................ 1,800 736 8 41.7 792
</TABLE>

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

(2) This number reflects the effect of the extension of Mr. Haire's term as
Trustee until June 1, 1998.

23
<PAGE>

DEAN WITTER VALUE-ADDED MARKET SERIES/EQUITY PORTFOLIO

<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
---------------------------- -------------------------------------------------
RETIREMENT ESTIMATED ESTIMATED
BENEFITS CREDITED YEARS ESTIMATED ANNUAL
AGGREGATE ACCRUED AS OF SERVICE AT PERCENTAGE OF BENEFITS
COMPENSATION FUND RETIREMENT ELIGIBLE UPON
NAME OF INDEPENDENT TRUSTEE FROM THE FUND EXPENSES(1) (MAXIMUM 10) COMPENSATION RETIREMENT(2)
- --------------------------------- ------------- ------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Michael Bozic.................... $ 1,750 $ 418 10 50.0% $ 950
Edwin J. Garn.................... 1,850 4 10 50.0 950
John R. Haire.................... 3,963 3,744 10 50.0 4,687
Dr. Manuel H. Johnson............ 1,800 (159) 10 50.0 950
Michael E. Nugent................ 1,750 (269) 10 50.0 950
John L. Schroeder................ 1,850 815 8 41.7 792
</TABLE>

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

(1) These numbers reflect the effect of the combination of the net assets of
Dean Witter Equity Income Trust with those of the Fund on April 18, 1994
pursuant to an Agreement and Plan of Reorganization.

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

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

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

24
<PAGE>
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

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

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

RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS

<TABLE>
<CAPTION>
ESTIMATED CREDITED RETIREMENT BENEFITS ESTIMATED ANNUAL
YEARS OF ESTIMATED ACCRUED AS EXPENSES BENEFITS UPON
SERVICE AT PERCENTAGE BY ALL RETIREMENT FROM
RETIREMENT OF ELIGIBLE ADOPTING ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION 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 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

25
<PAGE>
Trustees or, in the case of an Independent Trustee nominee, by the Independent
Trustees. With respect to each Fund, the election of each Trustee requires the
approval of a majority of the shares of 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 TRUSTEES NOMINATED FOR ELECTION.

(3) 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 Trustees 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:

"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."

26
<PAGE>
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.

(4) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

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

<TABLE>
<CAPTION>
FUND FISCAL YEAR ENDING
- ------------------------------------------------------------------------------------------------ ----------------------
<S> <C>
Dean Witter American Value Fund................................................................. December 31, 1997
Dean Witter Balanced Growth Fund................................................................ January 31, 1998
Dean Witter Capital Appreciation Fund........................................................... November 30, 1997
Dean Witter Capital Growth Securities........................................................... October 31, 1997
Dean Witter Developing Growth Securities Trust.................................................. September 30, 1997
Dean Witter Global Dividend Growth Securities................................................... March 31, 1998
Dean Witter Global Utilities Fund............................................................... February 28, 1998
Dean Witter Health Sciences Trust............................................................... July 31, 1997
Dean Witter Income Builder Fund................................................................. September 30, 1997
Dean Witter Information Fund.................................................................... March 31, 1998
Dean Witter Mid-Cap Growth Fund................................................................. May 31, 1997
Dean Witter Precious Metals and Minerals Trust.................................................. October 31, 1997
Dean Witter Strategist Fund..................................................................... July 31, 1997
Dean Witter Utilities Fund...................................................................... December 31, 1997
Dean Witter Value-Added Market Series/Equity Portfolio.......................................... June 30, 1997
</TABLE>

The selection of Price Waterhouse is being submitted for ratification or
rejection by Shareholders at the Meeting. Price Waterhouse has been the
independent accountants for each 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

27
<PAGE>
the holders of a majority of the concerned Fund's shares present in person or by
proxy at the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of Proposal 1
and will vote against any such adjournment those proxies required to be voted
against that proposal.

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

SHAREHOLDER PROPOSALS

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

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 BALANCED GROWTH FUND, DEAN WITTER GLOBAL
DIVIDEND GROWTH SECURITIES, DEAN WITTER GLOBAL UTILITIES FUND, DEAN WITTER
INFORMATION FUND AND DEAN WITTER MID-CAP GROWTH FUND, 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
Trustees or officers of the Funds, may be deemed to have an interest in certain
of the proposals described in this Proxy Statement to the extent that certain of
such companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Funds, and certain of those individuals are compensated for
performing services relating to the Funds and may also own shares of DWDC. Such
companies and persons may thus be deemed to derive benefits from the approvals
by Shareholders of such proposals.

OTHER BUSINESS

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

By Order of the Boards of
Trustees

BARRY FINK
SECRETARY

28
<PAGE>
APPENDIX A

FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the [ ] day of [ ], 1997, by and between
Dean Witter [ ], an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (hereinafter called the "Fund"), and
Dean Witter InterCapital Inc., a Delaware corporation (hereinafter called the
"Investment Manager"):

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

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

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

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

Now, Therefore, this Agreement

W I T N E S S E T H:

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

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

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,

A-1
<PAGE>
upon request therefor, the Investment Manager shall surrender to the Fund such
of the books and records so requested.

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

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

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

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 rate[s]
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

- ------------------------
*See pages 8 and 9 of the Proxy Statement for a table setting forth the
management fee rate(s) applicable to each Fund.

A-2
<PAGE>
that part of the month this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fees as set forth above.

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

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

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

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

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

10. This Agreement shall remain in effect until April 30, 1999 and from year
to year thereafter provided such continuance is approved at least annually by
the vote of holders of a majority, as defined in the Investment Company Act of
1940, as amended (the "Act"), of the outstanding voting securities of the Fund
or by the Trustees of the Fund; provided that in either event such continuance
is also approved annually by the vote of a majority of the Trustees of the Fund
who are not parties to this Agreement or "interested persons" (as defined in the
Act) of any such party, which vote must be cast in person at a meeting called
for the purpose of voting on such approval; provided, however, that (a) the Fund
may, at any time and without the payment of any penalty, terminate this
Agreement upon thirty days' written notice to the Investment Manager, either by
majority vote of the Trustees of

A-3
<PAGE>
the Fund or by the vote of a majority of the outstanding voting securities of
the Fund; (b) this Agreement shall immediately terminate in the event of its
assignment (to the extent required by the Act and the rules thereunder) unless
such automatic terminations shall be prevented by an exemptive order of the
Securities and Exchange Commission; and (c) the Investment Manager may terminate
this Agreement without payment of penalty on thirty days' written notice to the
Fund. Any notice under this Agreement shall be given in writing, addressed and
delivered, or mailed post-paid, to the other party at the principal office of
such party.

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

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

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

14. The Declaration of Trust establishing Dean Witter [ ], dated
[ ], a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth of
Massachusetts, provides that the name Dean Witter [ ] refers to the
Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or agent of Dean
Witter [ ] shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of said Dean Witter [ ], but
the Trust Estate only shall be liable.

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

DEAN WITTER [ ]

By
......................................

Attest:

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

DEAN WITTER INTERCAPITAL INC.

By
......................................

Attest:

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

A-5
<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) AS A PERCENTAGE
OF 03/12/97 OF NET ASSETS
--------------- -----------------------------
<C> <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%
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
</TABLE>

B-1
<PAGE>

<TABLE>
<CAPTION>
CURRENT INVESTMENT MANAGEMENT
NET ASSETS AS FEE RATE(S) AS A PERCENTAGE
OF 03/12/97 OF NET ASSETS
--------------- -----------------------------
<C> <S> <C> <C>
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)
(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
</TABLE>

B-2
<PAGE>

<TABLE>
<CAPTION>
CURRENT INVESTMENT MANAGEMENT
NET ASSETS AS FEE RATE(S) AS A PERCENTAGE
OF 03/12/97 OF NET ASSETS
--------------- -----------------------------
<C> <S> <C> <C>
(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>

DEAN WITTER AMERICAN VALUE FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter American Value Fund on May 21, 1997, at 10:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated 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 TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.

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

<PAGE>

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

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

FOR ALL
FOR WITHHOLD EXCEPT

2. Election of Trustees: / / / / / /
Michael Bozic, Charles A. Fiumefreddo,
Edwin J. Garn, John R. Haire,
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 AMERICAN VALUE FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER BALANCED GROWTH FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter Balanced Growth Fund on May 21, 1997, at 10:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.
FOR AGAINST ABSTAIN
4. 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 BALANCED GROWTH FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER CAPITAL APPRECIATION FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Capital Appreciation Fund on May 21, 1997, at 10:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 CAPITAL APPRECIATION FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER CAPITAL GROWTH SECURITIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter Capital Growth Securities on May 21, 1997, at 10:00 a.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the Notice
of Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 CAPITAL GROWTH SECURITIES

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 DEVELOPING GROWTH SECURITIES TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter Developing Growth Securities Trust on May 21, 1997, at 10:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 DEVELOPING GROWTH SECURITIES TRUST

IMPORTANT

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

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

<PAGE>

DEAN WITTER GLOBAL DIVIDEND GROWTH SECURITIES
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Global Dividend Growth Securities on May 21, 1997, at 10:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set forth
in the Notice of Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 GLOBAL DIVIDEND GROWTH SECURITIES

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 GLOBAL UTILITIES FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Global Utilities Fund on May 21, 1997, at 10:00 a.m., New York
City time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 GLOBAL UTILITIES FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER HEALTH SCIENCES TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Health Sciences Trust on May 21, 1997, at 10:00 a.m., New York
City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 HEALTH SCIENCES TRUST

IMPORTANT

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

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

<PAGE>

DEAN WITTER INCOME BUILDER FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter Income Builder Fund on May 21, 1997, at 10:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 INCOME BUILDER FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER INFORMATION FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter Information Fund on May 21, 1997, at 10:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 INFORMATION FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER MID-CAP GROWTH FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter Mid-Cap Growth Fund on May 21, 1997, at 10:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 MID-CAP GROWTH FUND

IMPORTANT

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

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

<PAGE>

DEAN WITTER PRECIOUS METALS AND MINERALS TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Dean Witter Precious Metals and Minerals Trust on May 21, 1997, at 10:00
a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated 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 Trustees: / / / / / /
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 New Investment Policy / / / / / /
with respect to investments in certain
other investment companies.

FOR AGAINST ABSTAIN
4. 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 PRECIOUS METALS AND MINERALS TRUST

IMPORTANT

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

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

<PAGE>

DEAN WITTER STRATEGIST FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to vote
on behalf of the undersigned at the Special Meeting of Shareholders of Dean
Witter Strategist Fund on May 21, 1997, at 10:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated March 19, 1997 as follows: