Filed Pursuant to Rule 497(e)
Registration File No.: 2-81151
DEAN WITTER
DEVELOPING GROWTH SECURITIES TRUST
Prospectus--November 15, 1993
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Dean Witter Developing Growth Securities Trust (the "Fund") is an open-end
diversified management investment company whose investment objective is long-
term capital growth. While the Fund may invest in all types of equity and debt
securities, it invests primarily in common stocks of smaller and medium-sized
companies that, in the opinion of the Investment Manager, have the potential
for growing more rapidly than the economy and which may benefit from new
products or services, technological developments or changes in management. (See
"Investment Objective and Policies.")
Shares of the Fund are continuously offered at net asset value without the
imposition of a sales charge. However, redemptions and/or repurchases are
subject in most cases to a contingent deferred sales charge, scaled down from
5% to 1% of the amount redeemed, if made within six years of purchase, which
charge will be paid to the Fund's Distributor, Dean Witter Distributors Inc.
(See "Redemptions and Repurchases--Contingent Deferred Sales Charge.") In
addition, the Fund pays the Distributor a Rule 12b-1 distribution fee pursuant
to a Plan of Distribution at the annual rate of 1% of the lesser of the (i)
average daily aggregate net sales or (ii) average daily net assets of the Fund.
(See "Purchase of Fund Shares--Plan of Distribution.")
This Prospectus sets forth concisely the information you should know before
investing in the Fund. It should be read and retained for future reference.
Additional information about the Fund is contained in the Statement of
Additional Information, dated November 15, 1993, which has been filed with the
Securities and Exchange Commission, and which is available at no charge upon
request of the Fund at the address or telephone numbers listed below. The
Statement of Additional Information is incorporated herein by reference.
TABLE OF CONTENTS
Prospectus Summary ................................... 2
Summary of Fund Expenses ............................. 3
Financial Highlights ................................. 4
The Fund and its Management .......................... 5
Investment Objective and Policies .................... 5
Investment Restrictions .............................. 7
Purchase of Fund Shares .............................. 7
Shareholder Services ................................. 9
Redemptions and Repurchases .......................... 11
Dividends, Distributions and Taxes ................... 13
Performance Information .............................. 13
Additional Information ............................... 14
Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.
DEAN WITTER
DEVELOPING GROWTH SECURITIES TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 392-2550
(800) 526-3143
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Dean Witter Distributors Inc., Distributor
<PAGE>
PROSPECTUS SUMMARY
===============================================================================
The Fund
The Fund is organized as a Trust, commonly known as a Massachusetts
business trust, and is an open-end diversified management investment company
investing primarily in securities of smaller and medium-sized companies that
have the potential to grow much more rapidly than the economy (see page 5).
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Shares
Offered
Shares of beneficial interest with $0.01 par value (see page 14).
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Offering Price
At net asset value without sales charge (see page 7). Shares redeemed
within six years of purchase are subject to a contingent deferred sales charge
under most circumstances (see page 11).
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Minimum
Purchase
Minimum initial investment, $1,000; minimum subsequent investment, $100
(see page 7).
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Investment
Objective
The investment objective of the Fund is long-term capital growth.
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Investment
Manager
Dean Witter InterCapital Inc. ("InterCapital"), the Investment Manager
of the Fund, serves as investment manager, manager, investment adviser, sub-
adviser, administrator or sub-administrator to seventy-seven investment
companies and other portfolios with net assets of approximately $69.9 billion
at October 31, 1993 (see page 5).
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Management
Fee
The Investment Manager receives a monthly fee at the annual rate of
0.50% of the Fund's net assets determined at the close of each business day
(see page 5).
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Dividends and
Capital Gains
Distributions
Dividends from net investment income and distributions from net capital
gains, if any, are paid at least once per year. Dividends and capital gains
distributions are automatically reinvested in additional shares at net asset
value unless the shareholder elects to receive cash (see pages 9 and 13).
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Distributor
and
Distribution
Fee
Dean Witter Distributors Inc. (the "Distributor"). The Distributor
receives from the Fund a distribution fee accrued daily and payable monthly at
the rate of 1% per annum of the lesser of (i) the Fund's average daily
aggregate net sales or (ii) the Fund's average daily net assets. This fee
compensates the Distributor for the services provided in distributing shares of
the Fund and for sales-related expenses. The Distributor also receives the
proceeds of any contingent deferred sales charges (see pages 7 and 11).
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Redemption--
Contingent
Deferred
Sales
Charge
Shares are redeemable by the shareholder at net asset value. An account
may be involuntarily redeemed if the total value of the account is less than
$100. Although no com mission or sales load is imposed upon the purchase of
shares, a contingent deferred sales charge (scaled down from 5% to 1%) is
imposed on any redemption of shares if after such redemption the aggregate
current value of an account with the Fund falls below the aggregate amount of
the investor's purchase payments made during the six years preceding the
redemption. However, there is no charge imposed on redemption of shares
purchased through reinvestment of dividends or distributions (see pages 11-
12).
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Risks
The Fund is intended for long-term investors who can accept the risks
involved in seeking long-term growth of capital through investment primarily in
the securities of small and medium-sized growth companies. It should be
recognized that investing in such companies involves greater risk than is
customarily associated with more established companies. In addition, investors
should consider the risks which may be involved in certain of the investment
policies and techniques which the Fund may employ in its operations, including
leveraging and investments in foreign securities (see pages 5-7).
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The above is qualified in its entirety by the detailed information appearing
elsewhere in this Prospectus and in the Statement of Additional Information.
2
<PAGE>
SUMMARY OF FUND EXPENSES
===============================================================================
The following table illustrates all expenses and fees that a shareholder of the
Fund will incur. The expenses and fees set forth in the table are for the
fiscal year ended September 30, 1993.
<TABLE>
<CAPTION
<S> <C>
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases................................ None
Maximum Sales Charge Imposed on Reinvested Dividends..................... None
Deferred Sales Charge
(as a percentage of the lesser of original purchase price or
redemption proceeds).................................................. 5.0%
<CAPTION>
A contigent deferred sales charge is imposed at the following declining rates:
Year Since Purchase
Payment Made Percentage
------------- -----------------
<S> <C>
First...................................... 5.0%
Second .................................... 4.0%
Third...................................... 3.0%
Fourth..................................... 2.0%
Fifth...................................... 2.0%
Sixth ..................................... 1.0%
Seventh and thereafter..................... None
Redemption Fees......................................................... None
Exchange Fee............................................................ None
Annual Fund Operating Expenses (as a Percentage of Average Net Assets)
Management Fees......................................................... 0.50%
12b-1 Fees*............................................................. 1.00%
Other Expenses.......................................................... 0.34%
Total Fund Operating Expenses........................................... 1.84%
<FN>
- ------------
* A portion of the 12b-1 fee equal to 0.25% of the Fund's average daily net
assets is characterized as a service fee within the meaning of National
Association of Securities Dealers, Inc. ("NASD") guidelines.
<CAPTION>
Example 1 year 3 years 5 years 10 years
- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses
on a $1,000 investment, assuming
(1) 5% annual return and
(2) redemption at the end of each
time period: .......................... $69 $88 $119 $216
You would pay the following expenses
on the same investment, assuming no
redemption: ........................... $19 $58 $ 99 $216
</TABLE>
The above example should not be considered a representation of past or future
expenses or performance. Actual expenses of the Fund may be greater or less
than those shown.
The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. For a more complete description of these costs and expenses, see
"The Fund and its Management," "Plan of Distribution" and "Redemptions and
Repurchases."
Long-term shareholders of the Fund may pay more in sales charges and
distribution fees than the economic equivalent of the maximum front-end sales
charges permitted by the NASD.
3
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
===================================================================================================================================
The following per share data and ratios for a share of beneficial interest outstanding throughout each period have been audited by
Price Waterhouse, independent accountants. The financial highlights should be read in conjunction with the financial statements,
notes thereto, and the report of independent accountants which are contained in the Statement of Additional Information. Further
information about the performance of the Fund is contained in the Fund's Annual Report to Shareholders, which may be obtained
without charge upon request to the Fund.
<CAPTION>
For the year ended September 30,
-------------------------------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988 1987 1986 1985 1984
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating
Performance:
Net asset value, beginning
of period................. $12.20 $14.05 $ 8.92 $11.33 $ 9.67 $10.96 $ 8.57 $ 7.68 $ 7.95 $ 9.79
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net investment income
(loss).................. (0.12) (0.12) (0.07) (0.15) 0.04 (0.03) (0.02) 0.01 0.05 0.18
Net realized and
unrealized gain (loss)
on investments ......... 8.42 (1.73) 5.20 (2.21) 1.62 (1.26) 2.42 0.92 (0.13) (1.87)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations.............. 8.30 (1.85) 5.13 (2.36) 1.66 (1.29) 2.40 0.93 (0.08) (1.69)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less: dividends from net
investment income....... 0.00 0.00 0.00 (0.05) 0.00 0.00 (0.01) (0.04) (0.19) (0.15)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period........... $20.50 $12.20 $14.05 $ 8.92 $11.33 $ 9.67 $10.96 $ 8.57 $ 7.68 $ 7.95
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total Investment Return+.. 67.95% (13.17%) 57.51% (20.87%) 17.17% (11.77%) 28.07% 12.22% (1.05%) (17.42%)
Ratios/Supplemental Data:
Net assets, end of period
(in thousands)........... $240,389 $112,982 $115,337 $ 67,604 $ 89,236 $108,411 $179,276 $139,662 $153,524 $184,544
Ratio of expenses to
average net assets...... 1.84% 1.86% 1.92% 2.02% 1.89% 1.90% 1.83% 1.80% 1.82% 1.83%
Ratio of net investment
income (loss) to average
net assets............... (1.52%) (1.14%) (0.73%) (1.32%) 0.59% (0.28%) (0.20%) 0.08% 0.52% 2.24%
Portfolio turnover rate... 203% 153% 88% 53% 84% 70% 68% 90% 51% 44%
<FN>
- ------------
+ Does not reflect the deduction of sales load.
</TABLE>
See Notes to Financial Statements
4
<PAGE>
THE FUND AND ITS MANAGEMENT
===============================================================================
Dean Witter Developing Growth Securities Trust (the "Fund") is an open-end
diversified management investment company. The Fund is a trust of the type
commonly known as a "Massachusetts business trust" and was organized under the
laws of Massachusetts on December 28, 1982.
Dean Witter InterCapital Inc. ("InterCapital" or the "Investment Manager"),
whose address is Two World Trade Center, New York, New York 10048, is the
Fund's Investment Manager. The Investment Manager, which was incorporated in
July, 1992, is a wholly-owned subsidiary of Dean Witter Reynolds Inc. ("DWR").
DWR is a wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), a
balanced financial services organization providing a broad range of nationally
marketed credit and investment products.
The Investment Manager acts as investment manager, manager, investment
adviser, sub-adviser, admin is trator or sub-administrator to seventy-seven
investment companies, twenty-six of which are listed on the New York Stock
Exchange, with com bined total assets of approximately $68 billion as of
October 31, 1993. The Investment Manager also manages portfolios of pension
plans, other institutions and individuals which aggregated approximately $1.9
billion at such date.
The Fund has retained the Investment Manager to provide administrative
services, manage its business affairs and manage the investment of the Fund's
assets including the placing of orders for the purchase and sale of portfolio
securities. The Fund's Board of Trustees reviews the various services provided
by the Investment Manager to ensure that the Fund's general investment
policies and programs are being properly carried out and that administrative
services are being provided to the Fund in a satisfactory manner.
As full compensation for the services and facilities furnished to the Fund
and for expenses of the Fund assumed by the Investment Manager, the Fund pays
the Investment Manager monthly compensation calculated daily by applying the
annual rate of 0.50% to the Fund's net assets. For the fiscal year ended Septem
ber 30, 1993, the Fund accrued total compensation to the Investment Manager
amounting to 0.50% of the Fund's average daily net assets and the Fund's total
expenses amounted to 1.84% of the Fund's average daily
net assets.
INVESTMENT OBJECTIVE AND POLICIES
===============================================================================
The investment objective of the Fund is long-term capital growth. There is no
assurance that the objective will be achieved. This objective is fundamental
and may not be changed without shareholder approval. The following policies may
be changed by the Board of Trus tees without shareholder approval.
The Fund seeks to achieve capital growth which significantly exceeds the
historical total return of common stocks as measured by the Standard & Poor's
500 index. The primary emphasis is on the securities of smaller and medium-
sized companies that, in the opinion of the Investment Manager, have the
potential to grow much more rapidly than the economy; at times, investments may
also be made in the securities of larger, established companies which also have
such growth potential. The Fund will invest at least 80% of its net assets at
all times, except for temporary and defensive purposes, in the securities of
such companies.
The Investment Manager attempts to identify companies whose earnings growth
will be significantly higher than the average. Dividend income is not generally
a consideration in the selection of stocks for purchase.
The Investment Manager focuses its stock selection for the Fund upon a
diversified group of emerging growth companies which have moved beyond the
difficult and extremely risky "start-up" phase and which at the time of
selection show positive earnings with the prospects of achieving significant
further profit gains in at least the next two-to-three years after acquisition.
New technologies, techniques, products or services, cost-reducing measures,
changes in management, capitalization or asset deployment, changes in
government regulations or favorable shifts in other external circumstances may
all contribute to the anticipated phase of growth.
The application of the Fund's investment policies is basically dependent upon
the judgment of the Investment Manager. The proportions of the Fund's assets
invested in particular industries will shift from time to time in accordance
with the judgment of the Investment Manager.
5
<PAGE>
Although management believes that the Fund's objective will be achieved by
investing in common stocks, the Fund may invest in other securities, including,
but not limited to, convertible securities, preferred stocks, bonds, warrants,
foreign securities and restricted securities. The Fund may also enter into
repurchase agreements, may purchase securities on a when-issued or delayed
delivery basis, may purchase or sell securities on a forward commitment basis,
and may purchase securities on a "when, as and if issued" basis.
There may be periods during which, in the opinion of the Investment Manager,
general market conditions warrant reduction of some or all of the Fund's
securities holdings. During such periods, the Fund may adopt a tem po rary
"defensive" posture in which greater than 20% of its to tal assets are invested
in cash or money mar ket instru ments, including obligations issued or
guaranteed as to prin ci pal or interest by the United States Government, its
agen cies or instrumentalities, certificates of deposit, bankers' acceptances
and other obligations of domestic banks hav ing total assets of $1 billion or
more, and short-term com mer cial paper of corporations organized under the
laws of any state or political subdivision of the United States.
The securities in which the Fund invests may or may not be listed on a
national stock exchange, but if they are not so listed, will generally have an
established over-the-counter market.
Private Placements. The Fund may invest up to 5% of its total assets in
securities which are subject to restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), or which are otherwise not readily marketable. (Securities eligible for
resale pursuant to Rule 144A under the Securities Act, and determined to be
liquid pursuant to the procedures discussed in the following paragraph, are not
subject to the foregoing restriction.) These securities are generally referred
to as private placements or restricted securities. Limitations on the resale of
such securities may have an adverse effect on their marketability, and may
prevent the Fund from disposing of them promptly at reasonable prices. The Fund
may have to bear the expense of registering such securities for resale and the
risk of substantial delays in effecting such registration.
The Securities and Exchange Commission has adopted Rule 144A under the
Securities Act, which permits the Fund to sell restricted securities to
qualified institutional buyers without limitation. The Investment Manager,
pursuant to procedures adopted by the Trustees of the Fund, will make a
determination as to the liquidity of each restricted security purchased by the
Fund. If a restricted security is determined to be "liquid," such security will
not be included within the category "illiquid securities," which under current
policy may not exceed 15% of the Fund's net assets.
Leveraging. The Fund may borrow money, but only from a bank and in an amount up
to 25% of the value of the Fund's total assets (including the amount borrowed)
less its liabilities (not including any borrowings but including the fair
market value at the time of computation of any other senior securities then
outstanding). When the Fund borrows it will be because it seeks to enhance
capital appreciation by leveraging its investments through purchasing
securities with the borrowed funds. The Fund will be required to maintain an
asset coverage (including the proceeds of borrowings) of at least 300% of such
borrowings in accordance with the provisions of the Act. The investment policy
also provides that the Fund may not purchase or sell a security on margin.
Foreign Securities. The Fund may invest in securities of foreign companies.
However, the Fund will not invest more than 10% of the value of its total
assets, at the time of purchase, in foreign securities (other than securities
of Canadian issuers registered under the Securities Exchange Act of 1934 or
American Depository Receipts, on which there is no such limit). Investments in
certain Canadian issuers may be speculative due to certain political risks and
may be subject to substantial price fluctuations. Foreign securities
investments may be affected by changes in currency rates or exchange control
regulations, changes in governmental administration or economic or monetary
policy (in the United States and abroad) or changed circumstances in dealings
between nations. Costs may be incurred in connection with conversions between
various currencies held by the Fund.
PORTFOLIO MANAGEMENT
The Fund's portfolio is actively managed by its Investment Manager with a view
to achieving the Fund's investment objective. No particular emphasis is given
to investments in securities for the purpose of earning current income. In
determining which securities to purchase for the Fund or hold in the Fund's
portfolio, the Investment Manager will rely on information from various
sources, including research, analysis and appraisals of brokers and dealers,
including DWR, the views of Trustees of the Fund and others regarding economic
developments and interest rate trends, and the
6
<PAGE>
Investment Manager's own analysis of factors it deems relevant. The Fund is
managed within InterCapital's Small Capitalization Equities Group, which
manages six funds and fund portfolios, with approximately $2 billion in assets
at October 31, 1993. Ronald J. Worobel, Senior Vice President of Inter Capital
and a member of InterCapital's Small Capital ization Equities Group, has been
the primary portfolio manager of the Fund since June, 1992 and has been
managing portfolios comprised of equity and other securities at InterCapital
since June, 1992; prior thereto Mr. Worobel managed portfolios of such
securities at MacKay Shields Financial Corp. (February, 1989-June, 1992) and
Rothschild Inc. (June, 1986-February, 1989).
Orders for transactions in portfolio securities are placed for the Fund with
a number of brokers, including DWR. Pursuant to an order of the Securities and
Exchange Commission, the Fund may effect principal transactions in certain
money market instruments with DWR. In addition, the Fund may incur brokerage
commissions on transactions conducted through DWR.
The portfolio trading engaged in by the Fund may result in its portfolio
turnover rate exceeding 200%, although it is not anticipated that this rate
will exceed 300%. The Fund will incur brokerage costs commen surate with its
portfolio turnover rate, and thus a higher level (over 100%) of portfolio
transactions will increase the Fund's overall brokerage expenses. See
"Dividends, Distributions and Taxes" for a discussion of the tax implications
of the Fund's trading policy. A more extensive discussion of the Fund's
portfolio brokerage policies is set forth in the Statement of Additional
Information.
INVESTMENT RESTRICTIONS
===============================================================================
The investment restrictions listed below have been adopted by the Fund as
fundamental policies, along with certain other investment restrictions. Under
the Act, a fundamental policy may not be changed without the vote of a majority
of the outstanding voting securities of the Fund, as defined in the Act.
The Fund may not:
1. Invest more than 5% of the value of its total assets in the securities of
any one issuer (other than obligations issued, or guaranteed, by the United
States Government, its agencies or instrumentalities).
2. Purchase more than 10% of all outstanding voting securities or any class
of securities of any one issuer.
3. Concentrate its investments in any particular industry, but if deemed
appropriate for attainment of its investment objective, up to 25% of its total
assets (valued at the time of investment) may be invested in any one industry
classification used by the Fund for investment purposes. This restriction does
not apply to obligations issued or guaranteed by the United States Government
or its agencies or instrumentalities.
4. Invest more than 5% of the value of its total assets in securities of
issuers having a record, together with predecessors, of less than three years
of continuous operation. This restriction shall not apply to any obligation of
the United States Government, its agencies or instrumentalities.
5. Borrow money, except from banks for investment purposes or as a temporary
measure for extraordinary or emergency purposes, within the limits set forth in
the Act (see "Leveraging", above).
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in values of
portfolio securities or amount of total or net assets will not be considered a
violation of any of the foregoing restrictions.
PURCHASE OF FUND SHARES
===============================================================================
The Fund offers its shares for sale to the public on a continuous basis.
Pursuant to a Distribution Agreement between the Fund and Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager,
shares of the Fund are distributed by the Distributor and offered by DWR and
other dealers who have entered into selected dealer agreements with the
Distributor ("Selected Broker-Dealers"). The principal executive office of the
Distributor is located at Two World Trade Center, New York, New York 10048.
The minimum initial purchase is $1,000. Subsequent purchases of $100 or more
may be made by sending a check, payable to Dean Witter Developing Growth
Securities Trust, directly to Dean Witter Trust Company (the "Transfer Agent")
at P.O. Box 1040, Jersey City, NJ 07303 or by contacting an account executive
of DWR or
7
<PAGE>
other Selected Broker-Dealer. In the case of investments pursuant to Systematic
Payroll Deduction Plans (including Individual Retirement Plans), the Fund, in
its discretion, may accept investments without regard to any minimum amounts
which would otherwise be required, if the Fund has reason to believe that
additional investments will increase the investment in all accounts under such
Plans to at least $1,000. In addition, the Fund will waive the minimum purchase
requirement in connection with certain Unit Investment Trusts. Certificates for
shares purchased will not be issued unless requested by the shareholder in
writing to the Transfer Agent. The offering price will be the net asset value
per share next determined following receipt of an order (see "Determination of
Net Asset Value").
Shares of the Fund are sold through the Distributor on a normal five business
day settlement basis; that is, payment is due on the fifth business day
(settlement date) after the order is placed with the Distributor. Since DWR and
other Selected Broker-Dealers forward investors' funds on settlement date, they
will benefit from the temporary use of the funds if payment is made prior
thereto. As noted above, orders placed directly with the Transfer Agent must be
accompanied by payment. Investors will be entitled to receive income dividends
and capital gains distributions if their order is received by the close of
business on the day prior to the record date for such dividends and
distributions. While no sales charge is imposed at the time shares are
purchased, a contingent deferred sales charge may be imposed at the time of
redemption (see "Redemptions and Repurchases"). The Fund and the Distributor
reserve the right to reject any purchase orders.
PLAN OF DISTRIBUTION
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 of the Act
(the "Plan"), under which the Fund pays the Distributor a fee, which is accrued
daily and payable monthly, at an annual rate of 1.0% of the lesser of: (a) the
average daily aggregate gross sales of the Fund's shares since the inception of
the Fund (not including reinvestments of dividends or capital gains
distributions), less the average daily aggregate net asset value of the Fund's
shares redeemed since the Fund's inception upon which a contingent deferred
sales charge has been imposed or waived, or (b) the Fund's average daily net
assets. This fee is treated by the Fund as an expense in the year it is
accrued. A portion of the fee payable pursuant to the Plan, equal to 0.25% of
the Fund's average daily net assets, is characterized as a service fee within
the meaning of NASD guidelines.
Amounts paid under the Plan are paid to the Distributor to compensate it for
the services provided and the expenses borne by the Distributor and others in
the distribution of the Fund's shares, including the payment of commissions for
sales of the Fund's shares and incentive compensation to and expenses of DWR
account executives and others who engage in or support distribution of shares
or who service shareholder accounts, including overhead and telephone expenses;
printing and distribution of prospectuses and reports used in connection with
the offering of the Fund's shares to other than current shareholders; and
preparation, printing and distribution of sales literature and advertising
materials. In addition, the Distributor may utilize fees paid pursuant to the
Plan to compensate DWR and other Selected Broker-Dealers for their opportunity
costs in advancing such amounts, which compensation would be in the form of a
carrying charge on any unreimbursed distribution expenses.
For the fiscal year ended September 30, 1993, the Fund accrued payments under
the Plan amounting to $1,596,891, which amount is equal to 1.0% of the Fund's
average daily net assets for the fiscal year. The payments accrued under the
Plan were calculated pursuant to clause (b) of the compensation formula under
the Plan.
At any given time, the expenses of distributing shares of the Fund may be in
excess of the total of (i) the payments made by the Fund pursuant to the Plan
and (ii) the proceeds of contingent deferred sales charges paid by investors
upon redemption of shares (see "Redemptions and Repurchases-- Contingent
Deferred Sales Charge"). For example, if $1 million in expenses in distributing
shares of the Fund had been incurred and $750,000 had been received as
described in (i) and (ii) above, the excess expense would amount to $250,000.
The Distributor has advised the Fund that such excess amounts, including the
carrying charge described above, totalled $16,915,260 at September 30, 1993,
which was equal to 7.04% of the Fund's net assets on such date. Because there
is no requirement under the Plan that the Distributor be reimbursed for all
distribution expenses or any requirement that the Plan be continued from year
to year, this excess amount does not constitute a liability of the Fund.
Although there is no legal obligation for the Fund to pay expenses incurred in
excess of payments made to the Distributor under the Plan and the proceeds of
contingent deferred sales charges paid by investors upon redemption of
shares, if
8
<PAGE>
for any reason the Plan is terminated the Trustees will consider at that time
the manner in which to treat such expenses. Any cumulative expenses incurred,
but not yet recovered through distribution fees or contingent deferred sales
charges, may or may not be recovered through future distribution fees or
contingent deferred sales charges.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of the Fund is determined once daily at 4:00
p.m., New York time, on each day that the New York Stock Exchange is open by
taking the value of all assets of the Fund, subtracting all its liabilities,
dividing by the number of shares outstanding and adjusting to the nearest cent.
The net asset value per share will not be determined on Good Friday and on such
other federal and non-federal holidays as are observed by the New York Stock
Exchange.
In the calculation of the Fund's net asset value: (1) an equity portfolio
security listed or traded on the New York or American Stock Exchange is valued
at its latest sale price on that exchange; if there were no sales that day, the
security is valued at the latest bid price (in cases where a security is traded
on more than one exchange, the security is valued on the exchange designated as
the primary market by the Trustees), and (2) all other portfolio securities for
which over-the-counter market quotations are readily available are valued at
the latest bid price. When market quotations are not readily available,
including circumstances under which it is determined by the Investment Manager
that sale and bid prices are not reflective of a security's market value,
portfolio securities are valued at their fair value as determined in good faith
under procedures established by and under the general supervision of the Board
of Trustees (valuation of debt securities for which market quotations are not
readily available may be based upon current market prices of securities which
are comparable in coupon, rating and maturity or an appropriate matrix
utilizing similar factors).
Short-term debt securities with remaining maturities of sixty days or less at
the time of purchase are valued at amortized cost, unless the Trustees
determine such does not reflect the securities' fair value, in which case these
securities will be valued at their fair value as determined by the Trustees.
Certain of the Fund's portfolio securities may be valued by an outside
pricing service approved by the Fund's Trustees. The pricing service utilizes a
matrix system incorporating security quality, maturity and coupon as the
evaluation model parameters, and/or research evaluations by its staff,
including review of broker-dealer market price quotations, in determining what
it believes is the fair valuation of the portfolio securities valued by such
pricing service.
SHAREHOLDER SERVICES
===============================================================================
Automatic Investment of Dividends and Distributions. All income dividends and
capital gains distributions are automatically paid in full and fractional
shares of the Fund (or, if specified by the shareholder, any other open-end
investment company for which InterCapital serves as investment manager
(collectively, with the Fund, the "Dean Witter Funds")), unless the shareholder
requests that they be paid in cash. Shares so acquired are not subject to the
imposition of a contingent deferred sales charge upon their redemption (see
"Redemptions and Repurchases").
EasyInvestSM. Shareholders may subscribe to EasyInvest, an automatic purchase
plan which provides for any amount from $100 to $5,000 to be transferred
automatically from a checking or savings account, on a semi-monthly, monthly or
quarterly basis, to the Transfer Agent for investment in shares of the Fund.
Systematic Withdrawal Plan. A systematic withdrawal plan (the "Withdrawal
Plan") is available for shareholders who own or purchase shares of the Fund
having a minimum value of $10,000 based upon the then current net asset value.
The Withdrawal Plan provides for monthly or quarterly (March, June, September
and December) checks in any dollar amount, not less than $25, or in any whole
percentage of the account balance, on an annualized basis. Any applicable
contingent deferred sales charge will be imposed on shares redeemed under the
Withdrawal Plan (see "Redemptions and Repurchases--Contingent Deferred Sales
Charge"). Therefore, any shareholder participating in the Withdrawal Plan will
have sufficient shares redeemed from his or her account so that the proceeds
(net of any applicable contingent deferred sales charge) to the shareholder
will be the designated monthly or quarterly amount.
Shareholders should contact their DWR or other Selected Broker-Dealer account
executive or the
9
<PAGE>
Transfer Agent for further information about any of the above services.
Tax Sheltered Retirement Plans. Retirement plans are available for use by
corporations, the self-employed, Individual Retirement Accounts and Custodial
Accounts under Section 403(b)(7) of the Internal Revenue Code. Adoption of such
plans should be on advice of legal counsel or tax adviser.
For further information regarding plan administration, custodial fees and
other details, investors should contact their account executive or the Transfer
Agent.
Exchange Privilege. The Fund makes available to its shareholders an "Exchange
Privilege" allowing the exchange of shares of the Fund for shares of other Dean
Witter Funds sold with a contingent deferred sales charge ("CDSC funds"), and
for shares of Dean Witter Short-Term U.S. Treasury Trust, Dean Witter Limited
Term Municipal Trust and five Dean Witter Funds which are money market funds
(the foregoing seven non-CDSC funds are hereinafter referred to as the
"Exchange Funds"). Exchanges may be made after the shares of the Fund acquired
by purchase (not by exchange or dividend reinvestment) have been held for
thirty days. There is no waiting period for exchanges of shares acquired by
exchange or dividend reinvestment.
An exchange to another CDSC fund or any Exchange Fund that is not a money
market fund is on the basis of the next calculated net asset value per share of
each fund after the exchange order is received. When exchanging into a money
market fund from the Fund, shares of the Fund are redeemed out of the Fund at
their next calculated net asset value and the proceeds of the redemption are
used to purchase shares of the money market fund at their net asset value
determined the following business day. Subsequent exchanges between any of the
money market funds and any of the CDSC funds can be effected on the same basis.
No contingent deferred sales charge ("CDSC") is imposed at the time of any
exchange, although any applicable CDSC will be imposed upon ultimate
redemption. Shares of the Fund acquired in exchange for shares of another CDSC
fund having a different CDSC schedule than that of this Fund will be subject to
the CDSC schedule of this Fund, even if such shares are subsequently re-
exchanged for shares of the CDSC fund originally purchased. During the period
of time the shareholder remains in the Exchange Fund (calculated from the last
day of the month in which the Exchange Fund shares were acquired), the holding
period (for the purpose of determining the rate of the CDSC) is frozen. If
those shares are subsequently reexchanged for shares of a CDSC fund, the
holding period previously frozen when the first exchange was made resumes on
the last day of the month in which shares of a CDSC fund are reacquired.
Thus, the CDSC is based upon the time (calculated as described above) the
shareholder was invested in a CDSC fund (see "Redemptions and Repurchases--
Contingent Deferred Sales Charge"). However, in the case of shares exchanged
into an Exchange Fund on or after April 23, 1990, upon a redemption of shares
which results in a CDSC being imposed, a credit (not to exceed the amount of
the CDSC) will be given in an amount equal to the Exchange Fund 12b-1
distribution fees incurred on or after that date which are attributable to
those shares. (Exchange Fund 12b-1 distribution fees are described in the
prospectuses for those funds.)
In addition, shares of the Fund may be acquired in exchange for shares of
Dean Witter Funds sold with a front-end sales charge ("front-end sales charge
funds"), but shares of the Fund, however acquired, may not be exchanged for
shares of front-end sales charge funds. Shares of a CDSC fund acquired in
exchange for shares of a front-end sales charge fund (or in exchange for shares
of other Dean Witter Funds for which shares of a front-end sales charge fund
have been exchanged) are not subject to any CDSC upon their redemption.
Purchases and exchanges should be made for investment purposes only. A
pattern of frequent exchanges may be deemed by the Investment Manager to be
abusive and contrary to the best interests of the Fund's other shareholders
and, at the Investment Manager's discretion, may be limited by the Fund's
refusal to accept additional purchases and/or exchanges from the investor.
Although the Fund does not have any specific definition of what constitutes a
pattern of frequent exchanges, and will consider all relevant factors in
determining whether a particular situation is abusive and contrary to the best
interests of the Fund and its other shareholders, investors should be aware
that the Fund and each of the other Dean Witter Funds may in their discretion
limit or otherwise restrict the number of times this Exchange Privilege may be
exercised by any investor. Any such restriction will be made by the Fund on a
prospective basis only, upon notice to the shareholder not later than ten days
following such shareholder's most recent exchange. Also the Exchange Privilege
may be terminated or revised at any time by the Fund and/or any of such Dean
Witter Funds for which shares of the Fund have been exchanged, upon
10
<PAGE>
such notice as may be required by applicable regulatory agencies.
If DWR or another Selected Broker-Dealer is the current dealer of record and
its account numbers are part of the account information, shareholders may
initiate an exchange of shares of the Fund for shares of any of the Dean Witter
Funds (for which the Exchange Privilege is available) pursuant to this Exchange
Privilege by contacting their account executive (no Exchange Privilege
Authorization Form is required). Other shareholders (and those share holders
who are clients of DWR or another Selected Broker-Dealer but who wish to make
exchanges directly by writing or telephoning the Transfer Agent) must complete
and forward to the Transfer Agent an Exchange Privilege Authorization Form,
copies of which may be obtained from the Transfer Agent, to initiate an
exchange. If the Authorization Form is used, exchanges may be made in writing
or by contacting the Transfer Agent at (800) 526-3143 (toll free). The Fund
will employ reasonable procedures to confirm that exchange instructions
communicated over the telephone are genuine. Such procedures may include
requiring various forms of personal identification such as name, mailing
address, social security or other tax identification number and DWR or other
Selected Broker-Dealer account number (if any). Telephone instructions may also
be recorded. If such procedures are not employed, the Fund may be liable for
any losses due to unauthorized or fraudulent instructions.
Telephone exchange instructions will be accepted if received by the Transfer
Agent between 9:00 a.m. and 4:00 p.m., New York time, on any day the New York
Stock Exchange is open. Any shareholder wishing to make an exchange who has
previously filed an Exchange Privilege Authorization Form and who is unable to
reach the Fund by telephone should contact his or her DWR or other Selected
Broker-Dealer account executive, if appropriate, or make a written exchange
request. Shareholders are advised that during periods of drastic economic or
market changes, it is possible that the telephone exchange procedures may be
difficult to implement, although this has not been the case with the Dean
Witter Funds in the past.
Shareholders should contact their DWR or other Selected Broker-Dealer account
executive or the Transfer Agent for further information about the Exchange
Privilege.
REDEMPTIONS AND REPURCHASES
===============================================================================
Redemption. Shares of the Fund can be redeemed for cash at any time at the net
asset value per share next determined; however, such redemption proceeds may be
reduced by the amount of any applicable contingent deferred sales charges (see
below). If shares are held in a shareholder's account without a share
certificate, a written request for redemption to the Fund's Transfer Agent at
P.O. Box 983, Jersey City, NJ 07303 is required. If certificates are held by
the shareholder, the shares may be redeemed by surrendering the certificates
with a written request for redemption, along with any additional information
required by the Transfer Agent.
Contingent Deferred Sales Charge. Shares of the Fund which are held for six
years or more after purchase (calculated from the last day of the month in
which the shares were purchased) will not be subject to any charge upon
redemption. Shares redeemed sooner than six years after purchase may, however,
be subject to a charge upon redemption. This charge is called a "contingent
deferred sales charge" ("CDSC"), which will be a percentage of the dollar
amount of shares redeemed and will be assessed on an amount equal to the lesser
of the current market value or the cost of the shares being redeemed. The size
of this percentage will depend upon how long the shares have been held, as set
forth in the table below:
<TABLE>
<CAPTION>
Contingent Deferred
Year Since Sales Charge
Purchase as a Percentage of
Payment Made Amount Redeemed
------------- -----------------
<S> <C>
First........................................ 5.0%
Second....................................... 4.0%
Third........................................ 3.0%
Fourth....................................... 2.0%
Fifth........................................ 2.0%
Sixth........................................ 1.0%
Seventh and thereafter....................... None
</TABLE>
A CDSC will not be imposed on: (i) any amount which represents an increase in
value of shares purchased within the six years preceding the redemption; (ii)
the current net asset value of shares purchased more than six years prior to
the redemption; and (iii) the current net asset value of shares purchased
through reinvestment of dividends or distributions and/or shares acquired in
exchange for shares of Dean Witter Funds sold with a front-end sales charge or
of other Dean Witter Funds acquired in exchange for such
11
<PAGE>
shares. Moreover, in determining whether a CDSC is applicable it will be
assumed that amounts described in (i), (ii) and (iii) above (in that order) are
redeemed first. In addition, no CDSC will be imposed on redemptions of shares
which were purchased by certain Unit Investment Trusts (on which a sales charge
has been paid) or which are attributable to reinvestment of dividends or
distributions from, or the proceeds of, such Unit Investment Trusts.
In addition, the CDSC, if otherwise applicable, will be waived in the case
of: (i) redemptions of shares held at the time a shareholder dies or becomes
disabled, only if the shares are (a) registered either in the name of an
individual shareholder (not a trust), or in the names of such shareholder and
his or her spouse as joint tenants with right of survivorship, or (b) held in a
qualified corporate or self-employed retirement plan, Individual Retirement
Account or Custodial Account under Section 403(b)(7) of the Internal Revenue
Code, provided in either case that the redemption is requested within one year
of the death or initial determination of disability, and (ii) redemptions in
connection with the following retirement plan distributions: (a) lump-sum or
other distributions from a qualified corporate or self-employed retirement plan
following retirement (or in the case of a "key employee" of a "top heavy" plan,
following attainment of age 59 1/2); (b) distributions from an Individual
Retirement Account or Custodial Account under Section 403(b)(7) of the Internal
Revenue Code following attainment of age 59 1/2; and (c) a tax-free return of
an excess contribution to an IRA. For the purpose of determining disability,
the Distributor utilizes the definition of disability contained in Section
72(m)(7) of the Internal Revenue Code, which relates to the inability to engage
in gainful employment. All waivers will be granted only following receipt by
the Distributor of confirmation of the investor's entitlement.
Repurchase. DWR and other Selected Broker-Dealers are authorized to repurchase
shares represented by a share certificate which is delivered to any of their
offices. Shares held in a shareholder's account without a share certificate may
also be repurchased by DWR and other Selected Broker-Dealers upon the
telephonic request of the shareholder. The repurchase price is the net asset
value next computed (see "Purchase of Fund Shares") after such purchase order
is received by DWR or other Selected Broker-Dealer, reduced by any applicable
CDSC.
The CDSC, if any, will be the only fee imposed by the Fund, the Distributor,
DWR or other Selected Broker-Dealers. The offer by DWR and other Selected
Broker-Dealers to repurchase shares may be suspended without notice by them at
any time. In that event, shareholders may redeem their shares through the
Fund's Transfer Agent as set forth above under "Redemptions."
Payment for Shares Redeemed or Repurchased. Payment for shares presented for
repurchase or redemption will be made by check within seven days after receipt
by the Transfer Agent of the certificate and/or written request in good order.
Such payment may be postponed or the right of redemption suspended under
unusual circumstances. If the shares to be redeemed have recently been
purchased by check, payment of the redemption proceeds may be delayed for the
minimum time needed to verify that the check used for investment has been
honored (not more than fifteen days from the time of receipt of the check by
the Transfer Agent). Shareholders maintaining margin accounts with DWR or
another Selected Broker-Dealer are referred to their account executives
regarding restrictions on redemption of shares of the Fund pledged in the
margin account.
Reinstatement Privilege. A shareholder who has had his or her shares redeemed
or repurchased and has not previously exercised this reinstatement privilege
may, within thirty days after the date of the re demp tion or repurchase,
reinstate any portion or all of the proceeds of such redemption or repurchase
in shares of the Fund at their net asset value next determined after a
reinstatement request, together with the proceeds, is received by the Transfer
Agent and receive a pro-rata credit for any CDSC paid in connection with such
redemption or repurchase.
Involuntary Redemption. The Fund reserves the right, on sixty days' notice, to
redeem, at their net asset value, the shares of any shareholder (other than
shares held in an Individual Retirement Account or custodial account under
Section 403(b)(7) of the Internal Revenue Code) whose shares due to redemptions
by the shareholder have a value of less than $100, or such lesser amount as may
be fixed by the Board of Trustees. However, before the Fund redeems such shares
and sends the proceeds to the shareholder, it will notify the shareholder that
the value of the shares is less than $100 and allow the shareholder sixty days
to make an additional investment in an amount which will increase the value of
his or her account to $100 or more before the redemption is processed. No CDSC
will be imposed on any involuntary redemption.
12
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
===============================================================================
Dividends and Distributions. The Fund intends to distribute substantially all
of its net investment income and net realized short-term and long-term capital
gains, if any, at least once each year. The Fund may, however, determine to
retain all or part of any net long-term capital gains in any year for
reinvestment.
All dividends and any capital gains distributions will be paid in additional
Fund shares and automatically credited to the shareholder's account without
issuance of a share cerificate unless the shareholder requests in writing that
all dividends and/or distributions be paid in cash. (See "Shareholder
Services--Automatic Investment of Dividends and Distributions.")
Taxes. Because the Fund intends to distribute all of its net investment income
and net capital gains (to the extent not offset by capital loss carryovers) to
shareholders and remain qualified as a regulated investment company under
Subchapter M of the Internal Revenue Code, it is not expected that the Fund
will be required to pay any federal income tax. Shareholders who are required
to pay taxes on their income will normally have to pay federal income taxes,
and any state income taxes, on any dividends and distributions they receive
from the Fund. Such dividends and distributions, to the extent they are derived
from net investment income and net short-term capital gains, are taxable to
the shareholder as ordinary dividend income regardless of whether the
shareholder receives such payments in additional shares or in cash.
Distributions of net long-term capital gains, if any, are taxable to
shareholders as long-term capital gains regardless of how long a shareholder
has held the Fund's shares and regardless of whether the distribution is
received in additional shares or in cash. Capital gains distributions are not
eligible for the corporate dividends received deduction.
After the end of the calendar year, shareholders will receive full
information on their dividends and capital gains distributions for tax
purposes. To avoid being subject to a 31% federal backup withholding tax on
taxable dividends, capital gains distributions and the proceeds of redemptions
and repurchases, shareholders' taxpayer identification numbers must be
furnished and certified as to accuracy.
Shareholders should consult their tax advisers as to the applicability of the
foregoing to their current situation.
PERFORMANCE INFORMATION
===============================================================================
From time to time the Fund may quote its "total return" in advertisements and
sales literature. The total return of the Fund is based on historical earnings
and is not intended to indicate future performance. The "average annual total
return" of the Fund refers to a figure reflecting the average annualized
percentage increase (or decrease) in the value of an initial investment in the
Fund of $1,000 over periods of one, five and ten years. Average annual total
return reflects all income earned by the Fund, any appreciation or depreciation
of the Fund's assets, all expenses incurred by the Fund and all sales charges
which will be incurred by redeeming shareholders, for the stated periods. It
also assumes reinvestment of all dividends and distributions paid by the Fund.
In addition to the foregoing, the Fund may advertise its total return over
different periods of time by means of aggregate, average, year by year or other
types of total return figures. Such calculations may or may not reflect the
deduction of the contingent deferred sales charge which, if reflected, would
reduce the performance quoted. The Fund may also advertise the growth of
hypothetical investments of $10,000, $50,000 and $100,000 in shares of the
Fund. The Fund from time to time may also advertise its performance relative to
certain performance rankings and indexes compiled by independent organizations,
such as mutual fund performance rankings of Lipper Analytical Services, Inc.
13
<PAGE>
ADDITIONAL INFORMATION
===============================================================================
Voting Rights. All shares of beneficial interest of the Fund are of $0.01 par
value and are equal as to earnings, assets and voting privileges.
The Fund is not required to hold Annual Meetings of Shareholders and in
ordinary circumstances the Fund does not intend to hold such meet ings. The
Trustees may call Special Meetings of Shareholders for action by shareholder
vote as may be required by the Act or the Declaration of Trust. Under certain
circumstances the Trustees may be removed by action of the Trustees or by the
shareholders.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Fund. However, the Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Fund, requires that Fund
obligations include such disclaimer, and provides for indemnification and
reimbursement of expenses out of the property of the Fund for any shareholder
held personally liable for the obligations of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations. Given the above limitations on shareholder personal liability, and
the nature of the Fund's assets and operations, the possibility of the Fund
being unable to meet its obligations is remote and thus, in the opinion of
Massachusetts counsel to the Fund, the risk to Fund shareholders of personal
liability is remote.
Shareholder Inquiries. All inquiries regarding the Fund should be directed to
the Fund at the telephone number or address set forth on the front cover of
this Prospectus.
14
<PAGE>
SUPPLEMENT TO THE PROSPECTUS OF
DEAN WITTER DEVELOPING GROWTH SECURITIES TRUST DATED NOVEMBER 15, 1993
On December 31, 1993, Dean Witter InterCapital Inc. ("InterCapital"),
investment manager to Dean Witter Developing Growth Securities Trust (the
"Fund"), effected an internal reorganization pursuant to which certain
administrative activities previously performed by InterCapital will instead be
performed by Dean Witter Services Company Inc. ("Dean Witter Services"), a
wholly-owned subsidiary of InterCapital. Pursuant to the reorganization,
InterCapital has entered into a Services Agreement with respect to the Fund,
pursuant to which Dean Witter Services will provide certain of the
administrative services to the Fund that were previously performed directly by
InterCapital. The foregoing internal reorganization does not result in any
change of the nature or scope of the administrative services being provided to
the Fund or any of the fees being paid by the Fund for the overall services
being performed under the terms of the existing Investment Management
Agreement.
Also, InterCapital and Dean Witter Distributors Inc. (which previously were
subsidiaries of Dean Witter Reynolds Inc., a wholly-owned subsidiary of Dean
Witter, Discover & Co. ("DWDC")) have become direct wholly-owned subsidiaries
of DWDC.
December 31, 1993
<PAGE>
DEAN WITTER
DEVELOPING GROWTH SECURITIES TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
TRUSTEES
Jack F. Bennett
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. John E. Jeuck
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Albert T. Sommers
Edward R. Telling
OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive Officer
Sheldon Curtis
Vice President, Secretary and
General Counsel
Ronald J. Worobel
Vice President
Thomas F. Caloia
Treasurer
CUSTODIAN
The Bank of New York
110 Washington Street
New York, New York 10286
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
Dean Witter Trust Company
Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311
INDEPENDENT ACCOUNTANTS
Price Waterhouse
1177 Avenue of the Americas
New York, New York 10036
INVESTMENT MANAGER
Dean Witter InterCapital Inc.
