<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1994
REGISTRATION NO.: 2-85148
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 11 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
AMENDMENT NO. 12 /X/
-------------------
DEAN WITTER WORLD WIDE
INVESTMENT TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 392-1600
SHELDON CURTIS, ESQ.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
COPY TO:
DAVID M. BUTOWSKY, ESQ.
GORDON ALTMAN BUTOWSKY
WEITZEN SHALOV & WEIN
114 WEST 47TH STREET
NEW YORK, NEW YORK 10036
----------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Post-Effective Amendment becomes effective.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
___ immediately upon filing pursuant to paragraph (b)
_X_ on May 27, 1994 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)
___ on (date) pursuant to paragraph (a) of rule 485.
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO SECTION (A) (1) OF RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940. THE REGISTRANT HAS FILED THE RULE 24F-2 NOTICE,
FOR ITS FISCAL YEAR ENDED MARCH 31, 1994, WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 13, 1994.
AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS
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-------------------------------------------------------
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
CROSS-REFERENCE SHEET
FORM N-1A
<TABLE>
<S> <C>
ITEM CAPTION
PART A PROSPECTUS
1. .......................................... Cover Page
2. .......................................... Prospectus Summary; Summary of Fund Expenses
3. .......................................... Financial Highlights; Financial Statements; Performance Information
4. .......................................... Investment Objective and Policies; The Fund and its Management; Cover
Page; Investment Restrictions; Prospectus Summary; Financial
Highlights
5. .......................................... The Fund and Its Management; Back Cover; Investment Objectives and
Policies
6. .......................................... Dividends, Distributions and Taxes; Additional Information
7. .......................................... Purchase of Fund Shares; Shareholder Services
8. .......................................... Redemptions and Repurchases; Shareholder Services
9. .......................................... Not Applicable
PART B STATEMENT OF ADDITIONAL INFORMATION
10. .......................................... Cover Page
11. .......................................... Table of Contents
12. .......................................... The Fund and Its Management
13. .......................................... Investment Practices and Policies; Investment Restrictions; Portfolio
Transactions and Brokerage
14. .......................................... The Fund and Its Management; Trustees and Officers
15. .......................................... The Fund and Its Management; Trustees and Officers
16. .......................................... The Fund and Its Management; The Distributor; Shareholder Services;
Custodian and Transfer Agent; Independent Accountants
17. .......................................... Portfolio Transactions and Brokerage
18. .......................................... Shares of the Fund
19. .......................................... The Distributor; Redemptions and Repurchases; Financial Statements;
Determination of Net Asset Value; Shareholder Services
20. .......................................... Dividends, Distributions and Taxes
21. .......................................... The Distributor
22. .......................................... Performance Information
23. .......................................... Experts
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
<TABLE>
<S> <C>
PROSPECTUS TABLE OF CONTENTS
MAY 27, 1994 Prospectus Summary/2
Dean Witter World Wide Summary of Fund Expenses/3
Investment Trust (the "Fund") is an open-end Financial Highlights/4
diversified management investment company The Fund and its Management/5
whose investment objective is total return Investment Objective and Policies/6
on its assets primarily through long-term Investment Restrictions/9
capital growth and to a lesser extent from Purchase of Fund Shares/9
income. The Fund will seek to achieve such Shareholder Services/12
objective through investments in all types Redemptions and Repurchases/15
of common stocks and equivalents, preferred Dividends, Distributions and Taxes/16
stocks and bonds and other debt obligations Performance Information/17
of domestic and foreign companies and Additional Information/18
governments and international organizations. SHARES OF THE FUND ARE NOT DEPOSITS OR
Shares of the Fund are OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
continuously offered at net asset value BY, ANY BANK, AND THE SHARES ARE NOT
without the imposition of a sales charge. FEDERALLY INSURED BY THE FEDERAL DEPOSIT
However, redemptions and/or repurchases are INSURANCE CORPORATION, THE FEDERAL RESERVE
subject in most cases to a contingent BOARD, OR ANY OTHER AGENCY.
deferred sales charge, scaled down from 5% THESE SECURITIES HAVE NOT BEEN APPROVED OR
to 1% of the amount redeemed, if made within DISAPPROVED BY THE SECURITIES AND EXCHANGE
six years of purchase, which charge will be COMMISSION OR ANY STATE SECURITIES
paid to the Fund's Distributor, Dean Witter COMMISSION NOR HAS THE SECURITIES AND
Distributors Inc. (See "Redemptions and EXCHANGE COMMISSION OR ANY STATE SECURITIES
Repurchases-- Contingent Deferred Sales COMMISSION PASSED UPON THE ACCURACY OR
Charge.") In addition, the Fund pays the ADEQUACY OF THIS PROSPECTUS. ANY
Distributor a Rule 12b-1 distribution fee REPRESENTATION TO THE CONTRARY IS A CRIMINAL
pursuant to a Plan of Distribution at the OFFENSE.
annual rate of 1% of the lesser of the (i) Dean Witter
average daily aggregate net sales or (ii) World Wide Investment Trust
average daily net assets of the Fund. (See Two World Trade Center
"Purchase of Fund Shares--Plan of New York, New York 10048
Distribution.") (212) 392-2550 or
This Prospectus sets forth (800) 526-3143
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 May 27, 1994, 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 on this
page. The Statement of Additional
Information is incorporated herein by
reference.
DEAN WITTER DISTRIBUTORS INC.
DISTRIBUTOR
</TABLE>
<PAGE>
PROSPECTUS SUMMARY
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<TABLE>
<S> <C>
The The Fund is organized as a trust, commonly known as a Massachusetts business trust, and is an
Fund open-end diversified management investment company investing in all types of common stocks and
equivalents (such as convertible debt securities and warrants), preferred stocks and bonds and
other debt obligations of domestic and foreign companies and governments and international
organizations.
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</TABLE>
<TABLE>
<S> <C>
Shares Offered Shares of beneficial interest with $.01 par value (see page 18).
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Offering At net asset value without sales charge (see page 9). Shares redeemed within six years of
Price purchase are subject to a contingent deferred sales charge under most circumstances (see page
15).
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</TABLE>
<TABLE>
<S> <C>
Minimum Minimum initial investment, $1,000; minimum subsequent investment, $100 (see page 9).
Purchase
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Investment The investment objective of the Fund is total return on its assets primarily through long-term
Objective capital growth and to a lesser extent from income.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Investment The Fund maintains a flexible investment policy and invests in a diversified portfolio of
Policies securities of companies and countries located throughout the world. The percentage of the
Fund's assets invested in particular geographic sectors will shift from time to time in
accordance with the judgment of the Investment Manager and the Investment Advisers (see page
6).
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</TABLE>
<TABLE>
<S> <C>
Investment Dean Witter InterCapital Inc. ("InterCapital") is the Fund's Investment Manager with
Advisers responsibility for investments in North and South American securities and provides various
administrative services. Daiwa International Capital Management Corp. ("DICAM") is the Fund's
Investment Adviser with responsibility for investments in Pacific Basin securities. NatWest
Investment Management Limited ("NWIM") is the Fund's Investment Adviser with responsibility
for investments in European and other countries' securities (see page 5).
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</TABLE>
<TABLE>
<S> <C>
Management and InterCapital, DICAM and NWIM receive monthly fees at the annual rates of 0.55%, 0.225% and
Advisory Fees 0.225%, respectively, for a total of 1.0% of the Fund's average daily net assets up to $500
million, and 0.5225%, 0.21375% and 0.21375%, respectively, for a total of 0.95% of the Fund's
average daily net assets over $500 million. Although the total fee is higher than that paid by
most other investment companies, the fee reflects the specialized nature of the Fund's
investment policies.
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</TABLE>
<TABLE>
<S> <C>
Dividends and Dividends from net investment income and distributions from net capital gains are paid at
Capital Gains least once per year. Dividends and capital gains distributions are automatically reinvested in
Distributions additional shares at net asset value unless the shareholder elects to receive cash (see page
16).
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</TABLE>
<TABLE>
<S> <C>
Distributor Dean Witter Distributors Inc. The Distributor receives from the Fund a distribution fee
accrued daily and payable monthly at the rate of 1.0% 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 10 and 15).
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</TABLE>
<TABLE>
<S> <C>
Redemption-- Shares are redeemable by the shareholder at net asset value. An account may be involuntarily
Contingent redeemed if the total value of the account is less than $100. Although no commission or sales
Deferred Sales charge is imposed upon the purchase of shares, a contingent deferred sales charge (scaled down
Charge 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 is less than 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 page 15).
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</TABLE>
<TABLE>
<S> <C>
Risks The Fund is intended for long-term investors who can accept the risks involved in investments
in the securities of companies and countries located throughout the world. It should be
recognized that investing in such securities involves different risks and may involve greater
risks than are customarily associated with securities of domestic companies or trading in
domestic markets. In addition, investors should consider risks inherent in an international
portfolio, including exchange fluctuations and exchange controls, and certain of the
investment policies which the Fund may employ, including transactions in forward foreign
currency exchange contracts (see page 6).
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</TABLE>
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 March 31, 1994.
<TABLE>
<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%
A contingent deferred sales charge is imposed at the following declining rates:
</TABLE>
<TABLE>
<CAPTION>
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
</TABLE>
<TABLE>
<S> <C>
Redemption Fees....................................................................... None
Exchange Fee.......................................................................... None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------------
Management Fees....................................................................... 1.00%
12b-1 Fees*........................................................................... 0.97%
Other Expenses........................................................................ 0.43%
Total Fund Operating Expenses......................................................... 2.40%
<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.
</TABLE>
<TABLE>
<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:.............................................................. $ 74 $ 105 $ 148 $ 274
You would pay the following expenses on the same investment, assuming
no redemption:....................................................... $ 24 $ 75 $ 128 $ 274
</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
charge permitted by the NASD.
3
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following ratios and per share data 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 unqualified 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.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED MARCH 31,
---------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of period.... $14.72 $14.65 $14.57 $14.84 $14.98 $14.93 $17.36 $15.45 $10.30 $10.58
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net investment income
(loss)................. (0.05) -0- -0- 0.23 0.11 0.08 0.04 0.11 0.10 0.25
Net realized and
unrealized gain
(loss)................. 4.24 0.39 1.05 0.18 0.82 1.24 (0.07) 3.88 5.30 (0.40)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total from investment
operations............. 4.19 0.39 1.05 0.41 0.93 1.32 (0.03) 3.99 5.40 (0.15)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less dividends and
distributions:
Dividends from net
investment income.... -0- -0- (0.05) (0.23) (0.11) (0.08) (0.15) (0.10) (0.25) (0.13)
Distributions from
capital gains........ (0.71) (0.32) (0.92) (0.45) (0.96) (1.19) (2.25) (1.98) -0- -0-
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total dividends and
distributions.......... (0.71) (0.32) (0.97) (0.68) (1.07) (1.27) (2.40) (2.08) (0.25) (0.13)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net asset value, end of
period................. $18.20 $14.72 $14.65 $14.57 $14.84 $14.98 $14.93 $17.36 $15.45 $10.30
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
TOTAL INVESTMENT
RETURN+.................. 28.40% 2.69% 7.33% 2.80% 6.09% 9.31% 0.39% 28.22% 53.76% (1.44)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (in
thousands)............. $ 493,568 $217,759 $262,852 $278,676 $306,448 $311,803 $368,026 $469,501 $226,621 $ 97,872
Ratio of expenses to
average net assets..... 2.40% 2.42% 2.27% 2.29% 2.21% 2.18% 2.13% 2.10% 2.35%* 2.19%*
Ratio of net investment
income (loss) to
average net assets..... (0.61%) 0.06% 0.03% 1.53% 0.70% 0.50% 0.23% 0.86% 1.21% 2.33%
Portfolio turnover
rate................... 68% 139% 89% 68% 75% 67% 70% 65% 69% 64%
<FN>
- ------------------------------
+ DOES NOT REFLECT THE DEDUCTION OF SALES LOAD.
* NET OF EXPENSE REIMBURSEMENT.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
4
<PAGE>
THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------
Dean Witter World Wide Investment Trust (the "Fund") is an open-end
diversified management investment company organized under the laws of the
Commonwealth of Massachusetts as a business trust on July 11, 1983.
Dean Witter InterCapital Inc. ("InterCapital") is the Fund's Investment
Manager with responsibility for investments in securities of North and South
American issuers. InterCapital is also responsible for providing the
administrative services necessary for the operation of the Fund and monitors
compliance with investment policies and restrictions. The address of
InterCapital is Two World Trade Center, New York, New York 10048. InterCapital,
which was incorporated in July, 1992, 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.
InterCapital and its wholly-owned subsidiary, Dean Witter Services Company
Inc., serve in various investment management, advisory, management and
administrative capacities to eighty-five investment companies, thirty of which
are listed on the New York Stock Exchange, with combined total assets of
approximately $68.8 billion at April 30, 1994. InterCapital also manages
portfolios of pension plans, other institutions and individuals which aggregated
approximately $2 billion at such date. InterCapital has retained Dean Witter
Services Company Inc. to perform the above-mentioned administrative services for
the Fund. InterCapital is an affiliate of Dean Witter Trust Company, the Fund's
Transfer Agent and Dividend Disbursing Agent.
Daiwa International Capital Management Corp. ("DICAM") is the Fund's
Investment Adviser with responsibility for investments in securities of Pacific
Basin issuers. The address of DICAM is One World Financial Center, 200 Liberty
Street, New York, New York 10281. DICAM has entered into a sub-advisory
agreement with its parent, Daiwa International Capital Management Co., Ltd.
("DICAM Ltd."), to assist it in performing its investment advisory functions.
The address of DICAM Ltd. is 2-1 Kyobashi 1-chome, Chuo-ku, Tokyo, 104, Japan.
DICAM and DICAM Ltd. also act as investment advisers to institutions, pension
funds and individuals with aggregate assets of approximately $24.4 billion at
April 30, 1994. DICAM is an affiliate of Daiwa Securities America Inc., a
broker-dealer.
NatWest Investment Management Limited ("NWIM") is the Fund's Investment
Adviser with responsibility for investments in securities of European issuers
and issuers located outside of North and South America and the Pacific Basin.
The address of NWIM is Fenchurch Exchange, 43/44 Crutched Friars, London EC3N
2NX. NWIM acts as investment adviser to other institutions and pension funds
with aggregate assets of approximately $39.5 billion at March 31, 1994. NWIM is
a wholly-owned subsidiary of National Westminster Bank PLC.
Each of the Investment Manager, the Investment Advisers and the Sub-adviser
is a registered investment adviser under the Investment Advisers Act of 1940.
InterCapital, DICAM and NWIM are sometimes referred to herein as the "Investment
Advisers."
The Fund's Trustees review the various services provided by the Investment
Advisers 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 expenses of the Fund assumed by the
Investment Advisers, the Fund pays the Investment Advisers aggregate monthly
compensation calculated daily by applying the annual rate of 1.0% to the net
assets of the Fund up to $500 million and 0.95% to the net assets of the Fund
over $500 million, determined as of the close of each business day. Pursuant to
their respective agreements with the Fund, InterCapital, DICAM and NWIM receive
fees at the annual rates of 0.55%, 0.225% and 0.225%, respectively, of the
Fund's average daily net assets up to $500 million and 0.5225%, 0.21375% and
5
<PAGE>
0.21375%, respectively, of the Fund's average daily net assets over $500
million. This total fee is greater than that paid by most other investment
companies.
For the fiscal year ended March 31, 1994, the Fund accrued total
compensation to the Investment Advisers amounting to 1.0% of the Fund's average
daily net assets and the Fund's total expenses amounted to 2.40% of the Fund's
average daily net assets.
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------
The investment objective of the Fund is to seek to obtain total return on
its assets primarily through long-term capital growth and to a lesser extent
from income. This objective is fundamental and may not be changed without
shareholder approval. There can be no assurance that the Fund will achieve its
objective. The Fund will seek to achieve such objective through investments in
all types of common stocks and equivalents (such as convertible debt securities
and warrants), preferred stocks and bonds and other debt obligations of domestic
and foreign companies and governments and international organizations. There is
no limitation on the percent or amount of the Fund's assets which may be
invested for growth or income.
The application of the Fund's investment policies is basically dependent
upon the judgment of the Investment Advisers. As a fundamental policy, the Fund
will maintain a flexible investment policy and, based on a worldwide investment
strategy, will invest in a diversified portfolio of securities of companies and
governments located throughout the world.
The percentage of the Fund's assets invested in particular geographic
sectors will shift from time to time in accordance with the judgment of the
Investment Advisers. The Investment Advisers will determine, at least quarterly,
the percentage of assets that shall be allocated to each of the three Investment
Advisers. If the Investment Advisers cannot agree on such allocation,
InterCapital will make the final determination. Each Investment Adviser will
have the responsibility for advising on the investment of assets in the
geographic sector for which it is responsible and will act on behalf of the Fund
in the purchase, sale and disposition of assets in such sector.
Notwithstanding the Fund's investment objective of seeking total return, the
Fund may, for defensive purposes, without limitation, invest in: obligations of
the United States Government, its agencies or instrumentalities; cash and cash
equivalents in major currencies; repurchase agreements; money market
instruments; and high quality commercial paper.
The Fund may also invest in securities of foreign issuers in the form of
American Depository Receipts (ADRs), European Depository Receipts (EDRs) or
other similar securities convertible into securities of foreign issuers. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically issued
by a United States bank or trust company evidencing ownership of the underlying
securities. EDRs are European receipts evidencing a similar arrangement.
Generally, ADRs, in registered form, are designed for use in the United States
securities markets and EDRs, in bearer form, are designed for use in European
securities markets.
The Fund 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.
The Fund may purchase securities which are sold without registration under
the federal securities laws. Such securities may be held by the Fund as liquid
investments pursuant to procedures adopted by the Fund's Trustees.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
A forward foreign currency exchange contract ("forward contract") involves
an obligation to
pur-
6
<PAGE>
chase or sell a currency at a future date, which may be any number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. The Fund may enter into forward contracts as a hedge against
fluctuations in future foreign exchange rates.
Since investments in foreign companies will usually involve currencies of
foreign countries, and since the Fund may temporarily hold funds in bank
deposits in foreign currencies during the course of investment programs, the
value of the assets of the Fund as measured in United States dollars will be
affected by changes in foreign currency exchange rates and exchange control
regulations, and the Fund may incur costs in connection with conversion between
various currencies.
The Fund may enter into forward contracts only under two circumstances.
First, when the Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may desire to "lock in" the U.S.
dollar price of the security. By entering into a forward contract for the
purchase or sale, for a fixed amount of dollars, of the amount of foreign
currency involved in the underlying security transactions, the Fund will be able
to protect itself against a possible loss resulting from an adverse change in
the relationship between the U.S. dollar and the subject foreign currency during
the period between the date on which the security is purchased or sold and the
date on which payment is made or received.
Second, when management of the Fund believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the Fund's portfolio securities denominated in such foreign currency. The
precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Management of the Fund does not intend
to enter into such forward contracts under this second circumstance on a regular
or continuous basis.
The Fund's dealing in forward contracts will be limited to the transactions
described above. Of course, the Fund is not required to enter into such
transactions with regard to its foreign currency-denominated securities and will
not do so unless deemed appropriate by the relevant Investment Adviser. The Fund
generally will not enter into a forward contract with a term of greater than one
year.
Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. It may do so from time to time, and investors should be aware of
the costs of currency conversion.
SPECIAL CONSIDERATIONS AND RISKS
The Fund is intended to provide individual and institutional investors with
the opportunity to invest in a diversified portfolio of securities of companies
and governments located throughout the world. In making the allocation of assets
among the various markets, the Investment Advisers will consider such factors as
recent developments in the various countries, the condition and growth potential
of various economies and securities markets, currency and tax considerations and
other pertinent financial, social, national and political factors. The Fund has
an unlimited right to purchase equity securities if they are listed on a stock
exchange and may invest up to 25% of the Fund's total assets in such securities
not listed on any exchange, including not more than 10% of the Fund's total
assets invested in securities for which no readily available market exists.
Investors should carefully consider the risks of investing in securities of
foreign issuers and securities denominated in non-U.S. currencies. Fluctuations
in the relative rates of exchange between the currencies of different nations
will affect the value of the Fund's investments. Changes in foreign currency
exchange rates relative to the U.S. dollar will affect the U.S. dollar value of
the Fund's assets
7
<PAGE>
denominated in that currency and thereby impact upon the Fund's total return on
such assets.
Foreign currency exchange rates are determined by forces of supply and
demand on the foreign exchange markets. These forces are themselves affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. Moreover,
foreign currency exchange rates may be affected by the regulatory control of the
exchanges on which the currencies trade. The foreign currency transactions of
the Fund will be conducted on a spot (i.e., cash) basis or through forward
contracts (see above). The Fund may incur certain costs in connection with these
currency transactions.
Investments in foreign securities will also occasion risks relating to
political and economic developments abroad, including the possibility of
expropriations or confiscatory taxation, limitations on the use or transfer of
Fund assets and any effects of foreign social, economic or political
instability. Political and economic developments in Europe, especially as they
relate to changes in the structure of the European Union and the anticipated
development of a unified common market, may have profound effects upon the value
of a large segment of the Fund's portfolio. Continued progress in the evolution
of, for example, a united European common market may be slowed by unanticipated
political or social events and may, therefore, adversely affect the value of
certain of the securities held in the Fund's portfolio.
Foreign companies are not subject to the regulatory requirements of U.S.
companies and, as such, there may be less publicly available information about
such companies. Moreover, foreign companies are not subject to uniform
accounting, auditing and financial reporting standards and requirements
comparable to those applicable to U.S. companies.
Securities of foreign issuers may be less liquid than comparable securities
of U.S. issuers and, as such, their price changes may be more volatile.
Furthermore, foreign exchanges and broker-dealers are generally subject to less
government and exchange scrutiny and regulation than their American
counterparts. Brokerage commissions, dealer concessions and other transaction
costs may be higher on foreign markets than in the U.S. In addition, differences
in clearance and settlement procedures on foreign markets may occasion delays in
settlements of Fund trades effected in such markets. Inability to dispose of
portfolio securities due to settlement delays could result in losses to the Fund
due to subsequent declines in value of such securities and the inability of the
Fund to make intended security purchases due to settlement problems could result
in a failure of the Fund to make potentially advantageous investments. In
addition, the tax implications of the Fund's investments in passive foreign
investment companies are discussed below under "Dividends, Distributions and
Taxes."
The operating expense ratio of the Fund can be expected to be higher than
that of an investment company investing exclusively in domestic securities since
the expenses of the Fund, such as the management fee and the custodial costs,
are higher.
PORTFOLIO MANAGEMENT
The Fund's portfolio is actively managed by the Investment Advisers with a
view to achieving the Fund's investment objective. Thomas H. Connelly, Senior
Vice President of InterCapital, has been the primary portfolio manager of the
Fund with respect to investments in securities of North and South American
issuers since the Fund's inception and has been a portfolio manager at
InterCapital for over five years. Nobumasa Wakabayashi, Director of DICAM Tokyo
and chief investment officer for overseas clients, has been the primary
portfolio manager of the Fund with respect to investments in securities of
Pacific Basin issuers since the Fund's inception and has been a portfolio
manager at DICAM for over five years. Paul D.G. Chavasse, Senior Fund Manager
and Assistant Director of NWIM, and Timothy J. Weir, Senior Fund Manager and
Associate Director of NWIM, have been the primary portfolio managers of the Fund
with respect to investments in securities of European issuers and
8
<PAGE>
issuers located outside of North and South America and the Pacific Basin since
May, 1994. Mr. Chavasse has been a portfolio manager at NWIM for over five
years. Mr. Weir has been a portfolio manager at NWIM since August, 1993, prior
to which time he was employed as an Associate Director and Senior Fund Manager
for European and other international equities at Swiss Bank Corporation.
Although the Fund does not intend to engage in short-term trading as a means
of achieving its investment objective, it may sell portfolio securities without
regard to the length of time they have been held when such sale will, in the
opinion of the relevant Investment Adviser, strengthen the Fund's position and
contribute to its investment objective. Pursuant to an order of the Securities
and Exchange Commission, the Fund may effect principal transactions in certain
money market instruments with Dean Witter Reynolds Inc. ("DWR"), a broker-dealer
affiliate of InterCapital. In addition, the Fund may incur brokerage commissions
on transactions conducted through DWR and affiliates of DICAM Ltd.
Except as specifically noted, all investment policies and practices
discussed above are not fundamental policies of the Fund and, as such, may be
changed without shareholder approval.
INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------
The investment restrictions listed below are among the restrictions which
have been adopted by the Fund as fundamental policies. Under the Investment
Company Act of 1940, as amended (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.
For purposes of the following restrictions: (i) all percentage limitations
apply immediately after a purchase or initial investment; and (ii) any
subsequent change in any applicable percentage resulting from market
fluctuations or other changes in total or net assets does not require
elimination of any security from the portfolio.
The Fund may not:
1. Invest more than 5% of the value of its total assets in the voting
securities of any one issuer or with respect to 75% of the Fund's total assets
invest more than 5% in the securities of any one issuer (other than obligations
of the United States Government, its agencies or instrumentalities).
2. Purchase more than 10% of the outstanding voting securities or any class
of securities of any one issuer.
3. Invest more than 25% of the value of its total assets in securities of
issuers in any one industry other than for defensive purposes.
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 issued
or guaranteed by the United States Government, its agencies or
instrumentalities.
5. Purchase securities of other United States investment companies, except
in connection with a merger, consolidation, reorganization or acquisition of
assets. However, the Fund may invest up to 10% of the value of its total assets
in the securities of foreign investment companies.
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 InterCapital, shares of
the Fund are distributed by the Distributor and offered by DWR and other dealers
which have entered into selected dealer agreements with the Distributor
("Selected Broker-
9
<PAGE>
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 World Wide Investment
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
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 each account under such
Plans to at least $1,000. The Fund will waive the minimum purchase requirement
for investments 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.
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 through the Transfer Agent must
be accompanied by payment. Investors will be entitled to receive income
dividends and capital gain distributions if their order is received by the close
of business on the day prior to the record date for such dividends and
distributions.
The offering price will be the net asset value per share next determined
following receipt of an order (see "Determination of Net Asset Value" below).
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"). Sales personnel of a Selected Broker-Dealer are compensated
for selling shares of the Fund at the time of their sale by the Distributor or
any of its affiliates and/or the Selected Broker-Dealer. In addition, some sales
personnel of the Selected Broker-Dealer will receive non-cash compensation in
the form of trips to educational seminars and merchandise as special sales
incentives. 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 under
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's
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
10
<PAGE>
amounts, which compensation would be in the form of a carrying charge on any
unreimbursed distribution expenses.
For the fiscal year ended March 31, 1994, the Fund accrued payments under
the Plan amounting to $2,991,852, which amount is equal to 0.97% of the Fund's
average daily net assets for the fiscal year. The payments accrued under the
Plan were calculated pursuant to clause (a) of the compensation formula under
the Plan.
At any given time, the expenses in 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 the 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 amount, including the carrying
charge described above, totalled $20,360,022 at March 31, 1994, which was equal
to 4.13% of the Fund's net assets on such date.
Because there is no requirement under the Plan that the Distributor be
reimbursed for all 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 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 the assets of the Fund, subtracting all liabilities,
dividing by the number of shares outstanding and adjusting the result to the
nearest cent. The net asset value per share will not be calculated on Good
Friday and on such other federal and non-federal holidays observed by the New
York Stock Exchange.
In the calculation of the Fund's net asset value: (1) an equity security
listed or traded on the New York or American Stock Exchange or other domestic or
foreign stock exchange is valued at its latest sale price on that exchange prior
to the time when assets are valued; if there were no sales that day, the
security is valued at the latest bid price (in cases where securities are traded
on more than one exchange, the securities are 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 available bid price prior to the time of valuation. When market
quotations are not readily available, including circumstances under which it is
determined by the applicable Investment Adviser that sale or 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 Fund's Trustees. For valuation purposes,
quotations of foreign portfolio securities, other assets and liabilities and
forward contracts stated in foreign currency are translated into U.S. dollar
equivalents at the prevailing market rates as of the morning of valuation.
Dividends receivable are accrued as of the ex-dividend date or as of the time
that the relevant ex-dividend date and amounts become known, if after the
ex-dividend date.
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
securi-
11
<PAGE>
ties' fair value, in which case these securities will be valued at their fair
value as determined by the Trustees.
Generally, trading in foreign securities, as well as corporate bonds, United
States government securities and money market instruments, is substantially
completed each day at various times prior to the close of the New York Stock
Exchange. The values of such securities used in computing the net asset value of
the Fund's shares are determined as of such times. Foreign currency exchange
rates are also generally determined prior to the close of the New York Stock
Exchange. Occasionally, events which affect the values of such securities and
such exchange rates may occur between the times at which they are determined and
the close of the New York Stock Exchange and will therefore not be reflected in
the computation of the Fund's net asset value. If events materially affecting
the value of such securities occur during such period, then these securities
will be valued at their fair value as determined in good faith under procedures
established by and under the supervision of 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 and 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").
INVESTMENT OF DIVIDENDS OR DISTRIBUTIONS RECEIVED IN CASH.__Any shareholder
who receives a cash payment representing a dividend or capital gains
distribution may invest such dividend or distribution at the net asset value
next determined after receipt by the Transfer Agent, by returning the check or
the proceeds to the Transfer Agent within thirty days after the payment date.
Shares so acquired are not subject to the imposition of a contingent deferred
sales charge upon their redemption (see "Redemptions and Repurchases").
EASYINVEST-SM-. 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
12
<PAGE>
the 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 DWR or other Selected Broker-
Dealer 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, Dean Witter Short-Term Bond Fund and five Dean Witter Funds
which are money market funds (the foregoing eight 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 reexchanged 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,
if any, 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 InterCapital to be abusive and
contrary to the best interests of the Fund's other shareholders and, at
InterCapital's discretion, may be limited by the Fund's refusal to accept
additional purchases and/or exchanges
13
<PAGE>
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 such notice as may be required by applicable regulatory agencies.
Shareholders maintaining margin accounts with DWR or another Selected
Broker-Dealer are referred to their account executive regarding restrictions on
exchange of shares of the Fund pledged in the margin account.
The current prospectus for each fund describes its investment objective(s)
and policies, and shareholders should obtain a copy and examine it carefully
before investing. Exchanges are subject to the minimum investment requirement
and any other conditions imposed by each Fund. In the case of a shareholder
holding a share certificate or certificates, no exchanges may be made until all
applicable share certificates have been received by the Transfer Agent and
deposited in the shareholder's account. An exchange will be treated for federal
income tax purposes the same as a repurchase or redemption of shares, on which
the shareholder may realize a capital gain or loss. However, the ability to
deduct capital losses on an exchange may be limited in situations where there is
an exchange of shares within ninety days after the shares are purchased. The
Exchange Privilege is only available in states where an exchange may legally be
made.
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 shareholders 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
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.
For further information regarding the Exchange Privilege, shareholders
should contact their account executive or the Transfer Agent.
14
<PAGE>
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
will be reduced by the amount of any applicable contingent deferred sales charge
(see below). If shares are held in a shareholder's account without a share
certificate, a written request to the Fund's Transfer Agent at P.O. Box 983,
Jersey City, NJ 07303 for redemption 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 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 distributions from, or the proceeds of, such
Unit Investment Trusts or which were purchased by the employee benefit plans
established by DWR and SPS Transaction Services, Inc. (an affiliate of DWR) for
their employees as qualified under Section 401(k) of the Internal Revenue Code.
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
15
<PAGE>
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 shareholder'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 repurchase
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 any of the Fund, the
Distributor, DWR or other Selected Broker-Dealer. The offer by DWR and other
Selected Broker-Dealers to repurchase shares may be suspended by them at any
time. In that event, shareholders may redeem their shares through the Fund's
Transfer Agent as set forth above under "Redemption."
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, e.g., when normal trading is not taking place on the New York
Stock Exchange. 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 executive 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 redemption or
repurchase, reinstate any portion or all of the proceeds of such redemption or
repurchase in shares of the Fund at the 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 shareholders have a value of less than $100 or such lesser amount as may
be fixed by the Fund's 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
the account to $100 or more before the redemption is processed. No CDSC will be
imposed on any involuntary redemption.
DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS. The Fund intends to distribute all of its net
investment income and net capital gains, if any, at least once per year. The
Fund may, however, determine either to distribute or 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 certificate unless the shareholder requests in writing that
all dividends be paid
16
<PAGE>
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 short-term capital gains to shareholders and otherwise continue
to qualify 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 on any such income and capital gains, other than any tax
resulting from investing in passive foreign investment companies, as discussed
below. Shareholders will normally have to pay federal income taxes, and any
state and local income taxes, on the dividends and distributions they receive
from the Fund. Such dividends and distributions, to the extent they are derived
from net investment income or short-term capital gains, are taxable to the
shareholder as ordinary income regardless of whether the shareholder receives
such distributions 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.
The Fund may purchase the securities of certain foreign investment funds or
trusts called passive foreign investment companies. Capital gains on the sale of
such holdings may be deemed to be ordinary income regardless of how long the
Fund holds its investment. In addition, the Fund may be subject to income tax
and an interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains were distributed to
shareholders.
After the end of the calendar year, shareholders will be sent 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 their accuracy.
Dividends, interest and gains received by the Fund from foreign sources may
give rise to withholding and other taxes imposed by foreign countries. If it
qualifies for and makes the appropriate election with the Internal Revenue
Service, the Fund will report annually to its shareholders the amount per share
of such taxes to enable shareholders to claim United States foreign tax credits
or deductions with respect to such taxes. In the absence of such an election,
the Fund would deduct such foreign taxes in computing the amount of its
distributable income. The Fund does not intend to make such election for its
fiscal year ended March 31, 1994.
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 would 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
17
<PAGE>
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
Lipper Analytical Services, Inc.
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 meetings. 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 Fund's property 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 numbers or address set forth on the front cover of
this Prospectus.
18
<PAGE>
THE DEAN WITTER FAMILY OF FUNDS
<TABLE>
<S> <C>
MONEY MARKET FUNDS DEAN WITTER RETIREMENT SERIES
Dean Witter Liquid Asset Fund Inc. Liquid Asset Series
Dean Witter U.S. Government Money Market Trust U.S. Government Money Market Series
Dean Witter Tax-Free Daily Income Trust U.S. Government Securities Series
Dean Witter California Tax-Free Daily Income Trust Intermediate Income Securities Series
Dean Witter New York Municipal Money Market Trust American Value Series
EQUITY FUNDS Capital Growth Series
Dean Witter American Value Fund Dividend Growth Series
Dean Witter Natural Resource Development Securities Inc. Strategist Series
Dean Witter Dividend Growth Securities Inc. Utilities Series
Dean Witter Developing Growth Securities Trust Value-Added Market Series
Dean Witter World Wide Investment Trust Global Equity Series
Dean Witter Value-Added Market Series ASSET ALLOCATION FUNDS
Dean Witter Utilities Fund Dean Witter Managed Assets Trust
Dean Witter Capital Growth Securities Dean Witter Strategist Fund
Dean Witter European Growth Fund Inc. ACTIVE ASSETS ACCOUNT PROGRAM
Dean Witter Precious Metals and Minerals Trust Active Assets Money Trust
Dean Witter Pacific Growth Fund Inc. Active Assets Tax-Free Trust
Dean Witter Health Sciences Trust Active Assets Government Securities
Dean Witter Global Dividend Growth Securities Trust
Dean Witter Global Utilities Fund Active Assets California Tax-Free Trust
FIXED-INCOME FUNDS
Dean Witter High Yield Securities Inc.
Dean Witter Tax-Exempt Securities Trust
Dean Witter U.S. Government Securities Trust
Dean Witter California Tax-Free Income Fund
Dean Witter New York Tax-Free Income Fund
Dean Witter Convertible Securities Trust
Dean Witter Federal Securities Trust
Dean Witter World Wide Income Trust
Dean Witter Intermediate Income Securities
Dean Witter Global Short-Term Income Fund Inc.
Dean Witter Multi-State Municipal Series Trust
Dean Witter Short-Term U.S. Treasury Trust
Dean Witter Premier Income Trust
Dean Witter Diversified Income Trust
Dean Witter Limited Term Municipal Trust
Dean Witter Short-Term Bond Fund
Dean Witter High Income Securities
Dean Witter National Municipal Trust
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Dean Witter
World Wide Investment Trust
Two World Trade Center
Dean Witter
New York, New York 10048
TRUSTEES World Wide
Jack F. Bennett Investment
Michael Bozic Trust
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. John E. Jeuck
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
Edward R. Telling
OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive Officer
Sheldon Curtis
Vice President, Secretary and
General Counsel
Thomas H. Connelly
Vice President
Thomas F. Caloia
Treasurer
CUSTODIAN
The Chase Manhattan Bank
One Chase Plaza
New York, New York 10081
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 ADVISERS
Dean Witter InterCapital Inc.
Daiwa International Capital Management Corp.
NatWest Investment Management Limited
PROSPECTUS -- MAY 27, 1994
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL
INFORMATION
____________________________________DEAN WITTER
____________________________________WORLD WIDE
____________________________________INVESTMENT TRUST
MAY 27, 1994
- --------------------------------------------------------------------------------
Dean Witter World Wide Investment Trust (the "Fund") is an open-end
diversified management investment company whose investment objective is total
return on its assets primarily through long-term capital growth and to a lesser
extent from income. The Fund will seek to achieve such objective through
investments in all types of common stocks and equivalents, preferred stocks and
bonds and other debt obligations of domestic and foreign companies and
governments and international organizations. (See "Investment Practices and
Policies".)
A Prospectus for the Fund dated May 27, 1994, which provides the basic
information you should know before investing in the Fund, may be obtained
without charge from the Fund at the address or telephone number listed below or
from the Fund's Distributor, Dean Witter Distributors Inc., or from Dean Witter
Reynolds Inc. at any of its branch offices. This Statement of Additional
Information is not a Prospectus. It contains information in addition to and more
detailed than that set forth in the Prospectus. It is intended to provide you
additional information regarding the activities and operations of the Fund, and
should be read in conjunction with the Prospectus.
Dean Witter
World Wide Investment Trust
Two World Trade Center
New York, New York 10048
(212) 392-2550
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
The Fund and its Management............................................................ 3
Trustees and Officers.................................................................. 5
Investment Practices and Policies...................................................... 8
Investment Restrictions................................................................ 13
Portfolio Transactions and Brokerage................................................... 15
The Distributor........................................................................ 17
Shareholder Services................................................................... 20
Redemptions and Repurchases............................................................ 25
Dividends, Distributions and Taxes..................................................... 27
Performance Information................................................................ 29
Custodian and Transfer Agent........................................................... 30
Independent Accountants................................................................ 30
Description of Shares of the Fund...................................................... 30
Reports to Shareholders................................................................ 31
Legal Counsel.......................................................................... 31
Experts................................................................................ 31
Registration Statement................................................................. 31
Financial Statements................................................................... 32
Report of Independent Accountants...................................................... 52
</TABLE>
2
<PAGE>
THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------
Dean Witter InterCapital Inc. ("InterCapital"), a Delaware corporation, is
the Fund's Investment Manager with responsibility for investments in securities
of North and South American issuers. InterCapital is a wholly-owned subsidiary
of Dean Witter, Discover & Co. ("DWDC"), a Delaware corporation. In an internal
reorganization which took place in January, 1993, InterCapital assumed the
investment advisory, administrative and management activities previously
performed by the InterCapital Division of Dean Witter Reynolds Inc. ("DWR"). (As
hereinafter used in this Statement of Additional Information, the terms
"InterCapital" and "Investment Manager" refer to DWR's InterCapital Division
prior to the internal reorganization and to Dean Witter InterCapital Inc.
thereafter.) Daiwa International Capital Management Corp. ("DICAM") is the
Fund's Investment Adviser with responsibility for investments in securities of
Pacific Basin issuers. NatWest Investment Management Limited ("NWIM") is the
Fund's Investment Adviser with responsibility for investments in securities of
European issuers and issuers located outside of North and South America and the
Pacific Basin. InterCapital, DICAM and NWIM are sometimes collectively referred
to herein as the "Investment Advisers".
Under the terms of the Investment Management Agreement with InterCapital and
the Investment Advisory Agreements with DICAM and NWIM, each of InterCapital,
DICAM and NWIM, subject to the supervision of the Fund's Trustees and in
conformity with the stated policies of the Fund, provides advisory services with
regard to the investment operations and composition of the Fund's portfolio in
the respective geographic regions as noted above, including the purchase,
retention, disposition and loan of securities. The investment advisory services
of each of InterCapital, DICAM and NWIM are not exclusive and each Investment
Adviser is free to, and does, render investment advisory services to others.
Each of the Investment Advisers has authorized any of its directors,
officers and employees who have been elected as Trustees or officers of the Fund
to serve in the capacities in which they have been elected. Services furnished
by the Investment Advisers may be furnished by directors, officers and employees
of the respective Investment Adviser. In connection with the services rendered
by each Investment Adviser, such Investment Adviser bears the following
expenses: (a) the salaries and expenses of all personnel of such Investment
Adviser; and (b) all expenses incurred by such Investment Adviser in connection
with performing the services provided by it as described above.
DICAM has entered into a sub-advisory agreement with its parent, DICAM, Ltd.
(the "Sub-adviser"), pursuant to which the Sub-adviser will assist DICAM in
providing the services for which DICAM is responsible under its Investment
Advisory Agreement with the Fund. The Sub-adviser will provide such services to
DICAM at cost. The sub-advisory agreement, the Investment Management Agreement
and the Investment Advisory Agreements are herein referred to as the
"Agreements."
Under the terms of the Investment Management Agreement, in addition to
managing the Fund's North and South American investments, InterCapital maintains
the Fund's books and records and InterCapital furnishes, at its expense, such
office space, facilities, equipment, clerical help, bookkeeping and legal
services as the Fund may reasonably require in the conduct of its business,
including the preparation of prospectuses and 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 InterCapital,
necessary or desirable). InterCapital also bears the cost of telephone service,
heat, light, power and other utilities provided to the Fund.
Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and Dean Witter Services Company Inc. ("DWSC"), a wholly-owned
subsidiary of InterCapital, DWSC began to provide the administrative services to
the Fund which were previously performed directly by InterCapital. The foregoing
internal reorganization did not result in any change in 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.
3
<PAGE>
Expenses not expressly assumed by the Investment Advisers under the
Agreements or by the Distributor of the Fund's shares, Dean Witter Distributors
Inc. ("Distributors" or the "Distributor") (see "The Distributor"), will be paid
by the Fund. The expenses borne by the Fund include, but are not limited to:
fees pursuant to the Plan of Distribution (see "The Distributor"); charges and
expenses of any registrar, custodian, subcustodian, share transfer and dividend
disbursing agent; brokerage commissions; taxes; engraving and printing of share
certificates; registration costs of the Fund and its shares under federal and
state securities laws; 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 Advisers or any corporate affiliate of the Investment Advisers;
all expenses incident to any dividend, withdrawal or redemption options; charges
and expenses of any outside service used for pricing of the Fund's shares; fees
and expenses of legal counsel, including counsel to the Trustees who are not
interested persons of the Fund or of the Investment Advisers (not including
compensation or expenses of attorneys who are employees of the Investment
Advisers) and independent accountants; membership dues of industry associations;
interest 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 relating thereto); and
all other costs of the Fund's operation.
As full compensation for the services and facilities furnished to the Fund
and expenses of the Fund assumed by the Investment Advisers, the Fund pays the
Investment Advisers aggregate monthly compensation calculated daily by applying
the annual rate of 1.0% to the net assets of the Fund up to $500 million and
0.95% to the net assets of the Fund over $500 million, determined as of the
close of each business day. Pursuant to their respective Agreements with the
Fund, InterCapital, DICAM and NWIM receive fees at the annual rates of 0.55%,
0.225% and 0.225%, respectively, of average daily net assets up to $500 million
and 0.5225%, 0.21375% and 0.21375%, respectively, of the Fund's average daily
net assets over $500 million. This total fee is greater than that paid by most
other investment companies. For the fiscal years ended March 31, 1992, 1993 and
1994, the Fund paid to the Investment Advisers compensation totalling
$2,705,863, $2,398,451 and $3,072,025, respectively.
Pursuant to the Agreements, total operating expenses of the Fund are subject
to applicable limitations under rules and regulations of states where the Fund
is authorized to sell its shares. Therefore, operating expenses are effectively
subject to the most restrictive of such applicable expense limitations as the
same may be amended from time to time. Presently, the most restrictive
limitation applicable to the Fund is as follows: If, in any fiscal year, the
Fund's total operating expenses, exclusive of taxes, interest, brokerage fees,
distribution fees, extraordinary expenses and certain excludable expenses (to
the extent permitted by applicable state securities laws and regulations),
exceed the lower of 2 1/2% of the first $30,000,000 of average daily net assets,
2% of the next $70,000,000 and 1 1/2% of any excess over $100,000,000, then the
Investment Advisers will reimburse the Fund for the amount of such excess. In
the event reimbursement is required, InterCapital is responsible for 55%, DICAM
22.5% and NWIM 22.5%. Such amount, if any, will be calculated daily and paid on
a monthly basis. The Fund's expenses did not exceed the limitation set forth
above during the fiscal years ended March 31, 1992, 1993 and 1994.
The respective Agreements provide that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations thereunder, no Investment Adviser or Sub-adviser is liable to the
Fund or any of its investors for any act or omission by such Investment Adviser
or Sub-adviser or for any losses sustained by the Fund or its investors.
The Investment Management Agreement with InterCapital was initially approved
by the Board of Trustees of the Fund on October 30, 1992 and by the shareholders
of the Fund at a Meeting of Shareholders held on January 12, 1993. The
Investment Management Agreement is substantially identical to a prior investment
management agreement which was entered into on August 26, 1983 and
4
<PAGE>
originally approved by DWR, the then sole shareholder of the Fund, and by the
Fund's Trustees, including the affirmative vote of a majority of the Trustees
who were not and are not parties to the Agreements or "interested persons", as
defined in the Investment Company Act of 1940, as amended (the "Act"), of any
such party (the "Independent Trustees"), which vote was cast in person at a
meeting called for the purpose of voting on the approval of such Agreement. The
Investment Management Agreement took effect on June 30, 1993 upon the spin-off
by Sears, Roebuck and Co. of its remaining shares of DWDC. The Agreement may be
terminated at any time, without penalty, on thirty days' notice by the Trustees
of the Fund, by the holders of a majority, as defined in the Act, of the Fund's
shares, or by the Investment Manager. The Agreement will automatically terminate
in the event of its assignment (as defined in the Act and the rules thereunder).
By its terms, the Agreement had an initial term ended April 30, 1994 and
provides that it will continue from year to year thereafter, provided
continuance of the Agreement is approved at least annually by the vote of the
holders of a majority, as defined in the Act, of the outstanding shares of the
Fund, or by the Board of Trustees of the Fund; provided that in either event
such continuance is approved annually by the vote of a majority of the
Independent Trustees, which vote must be cast in person at a meeting called for
the purpose of voting on such approval. At their meeting held on April 8, 1994,
the Fund's Board of Trustees, including all of the Independent Trustees,
approved the continuation of the Agreement until April 30, 1995 and amended its
terms to lower management fees charged on average daily net assets of the Fund
in excess of $500 million to 0.5225%.
The Investment Advisory Agreements and the sub-advisory agreement were
entered into on August 26, 1983 and were originally approved by DWR, the then
sole shareholder of the Fund, and by the Fund's Trustees, including the
affirmative vote of a majority of the Independent Trustees. By their terms,
these agreements had initial terms ended July 31, 1984 and are subject to the
same renewal and termination provisions as the Investment Management Agreement.
At their meeting held on April 8, 1994, the Fund's Board of Trustees, including
all of the Independent Trustees, approved the continuation of these Agreements
until April 30, 1995 and amended the terms of the Investment Advisory Agreements
to lower advisory fees charged on average daily net assets of the Fund in excess
of $500 million to 0.21375%.
Each Adviser has indicated that in the event it ceases to be an adviser of
the Dean Witter World Wide Investment Fund (Luxembourg) (see "Investment
Practices and Policies"), for whatever reason, it will resign as Investment
Adviser to this Fund. However, the Investment Advisers of the Fund will continue
as such in the event that all of them terminate their advisory relationship with
Dean Witter World Wide Investment Fund.
The Fund has acknowledged that the name "Dean Witter" is a property right of
DWR. The Fund has agreed that DWR or its parent company may use or, at any time,
permit others to use the name "Dean Witter". The Fund has also agreed that in
the event the Investment Management Agreement between InterCapital and the Fund
is terminated, or if the affiliation between InterCapital and its parent company
is terminated, the Fund will eliminate the name "Dean Witter" from its name if
DWR or its parent company shall so request.
TRUSTEES AND OFFICERS
- --------------------------------------------------------------------------------
The Trustees and Executive Officers of the Fund, their principal business
occupations during the last five years and their affiliations, if any, with the
Investment Advisers, and with other investment companies managed or advised by
InterCapital (the "Dean Witter Funds"), as well as with investment companies for
which InterCapital is the Manager and TCW Funds Management, Inc. is the
Investment Adviser ("TCW/ DW Funds"), are shown below.
5
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- --------------------------------------------------------------------
<S> <C>
Jack F. Bennett Retired; Director or Trustee of the Dean Witter Funds; formerly
Trustee Senior Vice President and Director of Exxon Corporation
141 Taconic Road (1975-January, 1989) and Under Secretary of the U.S. Treasury for
Greenwich, Connecticut Monetary Affairs (1974-1975); Director of Philips Electronics N.V.,
Tandem Computers Inc. and Massachusetts Mutual Insurance Co.;
director or trustee of various not-for-profit and business
organizations.
Michael Bozic President and Chief Executive Officer of Hills Department Stores
Trustee (since May, 1991); formerly Chairman and Chief Executive Officer
c/o Hills Stores Inc. (January, 1987-August, 1990) and President and Chief Operating
15 Dan Road Officer (August, 1990-February, 1991) of the Sears Merchandise Group
Canton, Massachusetts of Sears, Roebuck and Co.; Director or Trustee of the Dean Witter
Funds; Director of Harley Davidson Credit Inc., the United Negro
College Fund and Domain Inc. (home decor retailer).
Charles A. Fiumefreddo* Chairman, Chief Executive Officer and Director of InterCapital,
Chairman, President, Distributors and DWSC; Executive Vice President and Director of DWR;
Chief Executive Officer and Trustee Chairman, Director or Trustee, President and Chief Executive Officer
Two World Trade Center of the Dean Witter Funds; Chairman, Chief Executive Officer and
New York, New York Trustee of the TCW/DW Funds; Chairman and Director of Dean Witter
Trust Company; Director and/or officer of various DWDC subsidiaries;
formerly Executive Vice President and Director of DWDC (until
February, 1993).
Edwin J. Garn Director or Trustee of the Dean Witter Funds; formerly United States
Trustee Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee
2000 Eagle Gate Tower (1980-1986); formerly Mayor of Salt Lake City, Utah (1971-1974);
Salt Lake City, Utah formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985);
Vice Chairman, Huntsman Chemical Corporation (since January, 1993);
Member of the board of various civic and charitable organizations.
John R. Haire Chairman of the Audit Committee and Chairman of the Committee of the
Trustee Independent Directors or Trustees and Director or Trustee of the
439 East 51st Street Dean Witter Funds; Trustee of the TCW/DW Funds; formerly President,
New York, New York Council for Aid to Education (1978-October, 1989) and Chairman and
Chief Executive Officer of Anchor Corporation, an Investment Adviser
(1964-1978); Director of Washington National Corporation (insurance)
and Bowne & Co., Inc. (printing).
Dr. John E. Jeuck Retired; Director or Trustee of the Dean Witter Funds; formerly
Trustee Robert Law Professor of Business Administration, Graduate School of
70 East Cedar Street Business, University of Chicago (until July, 1989); Business
Chicago, Illinois Consultant.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- --------------------------------------------------------------------
<S> <C>
Dr. Manuel H. Johnson Senior Partner, Johnson Smick International, Inc., a consulting
Trustee firm; Koch Professor of International Economics and Director of the
7521 Old Dominion Drive Center for Global Market Studies at George Mason University (since
Maclean, Virginia September, 1980); Co-Chairman and a founder of the Group of Seven
Council (G7C), an international economic commission (since
September, 1990); Director or Trustee of the Dean Witter Funds;
Trustee of the TCW/DW Funds; Director of Greenwich Capital Markets,
Inc. (broker-dealer); formerly Vice Chairman of the Board of
Governors of the Federal Reserve System (February, 1988-August,
1990) and Assistant Secretary of the U.S. Treasury (1982-1986).
Paul Kolton Director or Trustee of the Dean Witter Funds; Chairman of the Audit
Trustee Committee and Chairman of the Committee of the Independent Trustees
9 Hunting Ridge Road and Trustee of the TCW/DW Funds; formerly Chairman of the Financial
Stanford, Connecticut Accounting Standards Advisory Council and Chief Executive Officer of
the American Stock Exchange; Director of UCC Investors Holding Inc.
(Uniroyal Chemical Company Inc.); director or trustee of various
not-for-profit organizations.
Michael E. Nugent General Partner, Triumph Capital, LP, a private investment
Trustee partnership (since April, 1988); Director or Trustee of the Dean
237 Park Avenue Witter Funds; Trustee of the TCW/DW Funds; formerly Vice President,
New York, New York Bankers Trust Company and BT Capital Corporation (September,
1984-March, 1988); Director of various business organizations.
Philip J. Purcell* Chairman of the Board of Directors and Chief Executive Officer of
Trustee DWDC, DWR and Novus Credit Services Inc.; Director of InterCapital,
Two World Trade Center DWSC and Distributors; Director or Trustee of the Dean Witter Funds;
New York, New York Director and/or officer of Various DWDC subsidiaries.
John L. Schroeder Executive Vice President and Chief Investment Officer of the Home
Trustee Insurance Company (since August, 1991); Director or Trustee of the
Northgate 3A Dean Witter Funds; Director of Citizens Utilities Company; formerly
Alger Court Chairman and Chief Investment Officer of Axe-Houghton Management and
Bronxville, New York the Axe-Houghton Funds (April, 1983-June, 1991) and President of
USF&G Financial Services, Inc. (June 1990-June, 1991).
Edward R. Telling* Retired; Director or Trustee of the Dean Witter Funds; formerly
Trustee Chairman of the Board of Directors and Chief Executive Officer
Sears Tower (until December, 1985) and President (from January, 1981-March, 1982
Chicago, Illinois and from February, 1984-August, 1984) of Sears, Roebuck and Co.;
formerly Director of Sears, Roebuck and Co.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- --------------------------------------------------------------------
<S> <C>
Sheldon Curtis Senior Vice President and General Counsel of InterCapital and DWSC;
Vice President, Secretary and Senior Vice President, Assistant Secretary and Assistant General
General Counsel Counsel of Distributors; Senior Vice President and Secretary of Dean
Two World Trade Center Witter Trust Company; Assistant Secretary of DWR; Vice President,
New York, New York Secretary and General Counsel of the Dean Witter Funds and the
TCW/DW Funds.
Thomas H. Connelly Senior Vice President of InterCapital; Vice President of various
Vice President Dean Witter Funds.
Two World Trade Center
New York, New York
Thomas F. Caloia First Vice President (since May, 1991) of InterCapital and Assistant
Treasurer Treasurer (since April, 1988) of InterCapital; Treasurer of the Dean
Two World Trade Center Witter Funds and the TCW/DW Funds; previously Vice President of
New York, New York InterCapital.
<FN>
- ------------------------
* Denotes Trustees who are "interested persons" of the Fund, as defined in
the Act.
</TABLE>
In addition, Robert M. Scanlan, President and Chief Operating Officer of
InterCapital and DWSC, Executive Vice President of Distributors and DWTC and
Director of DWTC, David A. Hughey, Executive Vice President and Chief
Administrative Officer of InterCapital, DWSC, Distributors and DWTC and Director
of DWTC, Edmund C. Puckhaber, Executive Vice President of InterCapital, and
Kenton J. Hinchliffe, Ira N. Ross and Paul D. Vance, Senior Vice Presidents of
InterCapital, are Vice Presidents of the Fund, and Marilyn K. Cranney and Barry
Fink, First Vice Presidents and Assistant General Counsels of InterCapital and
DWSC, and Lawrence S. Lafer, LouAnne D. McInnis and Ruth Rossi, Vice Presidents
and Assistant General Counsels of InterCapital and DWSC, are Assistant
Secretaries of the Fund.
The Fund pays each Trustee who is not an employee or retired employee of an
Investment Adviser or an affiliated company an annual fee of $1,200 plus $50 for
each meeting of the Board of Trustees, the Audit Committee or the Committee of
the Independent Trustees attended by the Trustee in person (the Fund pays the
Chairman of the Audit Committee an additional annual fee of $1,000 and pays the
Chairman of the Committee of the Independent Trustees an additional annual fee
of $2,400, in each case inclusive of the Committee meeting fees). The 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
Fund who are or have been employed by the Investment Advisers or an affiliated
company receive no compensation or expense reimbursement from the Fund. The Fund
has adopted a retirement program under which an Independent Trustee who retires
after a minimum required period of service would be entitled to retirement
payments upon reaching the eligible retirement age (normally, after attaining
age 72) based upon length of service and computed as a percentage of one-fifth
of the total compensation earned by such Trustee for service to the Fund in the
five-year period prior to the date of the Trustee's retirement. For the fiscal
year ended March 31, 1994, the Fund accrued a total of $37,473 for Trustees'
fees and expenses and benefits under the retirement program. As of the date of
this Statement of Additional Information, the aggregate shares of beneficial
interest of the Fund owned by the Fund's officers and Trustees as a group was
less than 1 percent of the Fund's outstanding shares.
INVESTMENT PRACTICES AND POLICIES
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
As discussed in the Prospectus, the Fund may enter into forward foreign
currency exchange contracts ("forward contracts") as a hedge against
fluctuations in future foreign exchange rates. The
8
<PAGE>
Fund will conduct its foreign currency exchange transactions either on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through entering into forward contracts to purchase or sell foreign
currencies. A forward contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are traded in the interbank market conducted
directly between currency traders (usually large, commercial banks) and their
customers. Such forward contracts will only be entered into with United States
banks and their foreign branches. A forward contract generally has no deposit
requirement, and no commissions are charged at any stage for trades.
When management of the Fund believes that the currency of a particular
foreign country may suffer a substantial movement against the U.S. dollar, it
may enter into a forward contract to purchase or sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the Fund's portfolio securities denominated in such foreign currency. The
management of the Fund does not intend to enter into such forward contracts, on
a regular or continuous basis, when it believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar. The Fund will also not enter into such forward contracts or maintain a
net exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's portfolio securities or other assets denominated in that
currency. Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the longer term investment decisions made
with regard to overall diversification strategies. However, management of the
Fund believes that it is important to have the flexibility to enter into such
forward contracts when it determines that the best interests of the Fund will be
served. The Fund's custodian bank will place cash, U.S. Government securities,
debt securities or equity securities in a segregated account of the Fund in an
amount equal to the value of the Fund's total assets committed to the
consummation of forward contracts entered into under the circumstances set forth
above. If the value of the securities placed in the segregated account declines,
additional cash or securities will be placed in the account on a daily basis so
that the value of the account will equal the amount of the Fund's commitments
with respect to such contracts.
Where, for example, the Fund is hedging a portfolio position consisting of
foreign fixed-income securities denominated in a foreign currency against
exchange rate moves vis-a-vis the U.S. dollar, at the maturity of the forward
contract for delivery by the Fund of a foreign currency, the Fund may either
sell the portfolio security and make delivery of the foreign currency, or it may
retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract with the same currency
trader obligating it to purchase, on the same maturity date, the same amount of
foreign currency. It is impossible to forecast the market value of portfolio
securities at the expiration of the contract. Accordingly, it may be necessary
for the Fund to purchase additional foreign currency on the spot market (and
bear the expense of such purchase) if the market value of the security is less
than the amount of foreign currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the foreign currency.
Conversely, it may be necessary to sell on the spot market some of the foreign
currency received upon the sale of the portfolio security if its market value
exceeds the amount of foreign currency the Fund is obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or loss to the extent that there has
been movement in spot or forward contract prices. If the Fund engages in an
offsetting transaction, it may subsequently enter into a new forward contract to
sell the foreign currency. Should forward prices decline during the period
between the Fund's entering into a forward contract for the sale of a foreign
currency and the date it enters into an offsetting contract for the purchase of
the foreign currency, the Fund will realize a gain to the extent the price of
the currency it has agreed to sell exceeds the price of the currency it has
agreed to purchase. Should forward prices increase, the Fund will suffer a loss
to the extent the price of the currency it has agreed to purchase exceeds the
price of the currency it has agreed to sell.
9
<PAGE>
The Fund's dealing in forward contracts will be limited to the transactions
described above and in the Prospectus under "Investment Objective and Policies".
Of course, the Fund is not required to enter into such transactions with regard
to its foreign currency-denominated securities and will not do so unless deemed
appropriate by the relevant Investment Adviser. It also should be realized that
this method of protecting the value of the Fund's portfolio securities against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange
which one can achieve at some future point in time. Additionally, although such
contracts tend to minimize the risk of loss due to a decline in the value of the
hedged currency, at the same time, they tend to limit any potential gain which
might result should the value of such currency increase.
Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. It will, however, do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers do
not charge a fee for conversion, they do realize a profit based on the spread
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.
CONVERTIBLE SECURITIES
The Fund may invest in fixed-income securities which are convertible into
common stock. Convertible securities rank senior to common stocks in a
corporation's capital structure and, therefore, entail less risk than the
corporation's common stock. The value of a convertible security is a function of
its "investment value" (its value as if it did not have a conversion privilege),
and its "conversion value" (the security's worth if it were to be exchanged for
the underlying security, at market value, pursuant to its conversion privilege).
To the extent that a convertible security's investment value is greater than
its conversion value, its price will be primarily a reflection of such
investment value and its price will be likely to increase when interest rates
fall and decrease when interest rates rise, as with a fixed-income security (the
credit standing of the issuer and other factors may also have an effect on the
convertible security's value). If the conversion value exceeds the investment
value, the price of the convertible security will rise above its investment
value and, in addition, will sell at some premium over its conversion value.
(This premium represents the price investors are willing to pay for the
privilege of purchasing a fixed-income security with a possibility of capital
appreciation due to the conversion privilege.) At such times the price of the
convertible security will tend to fluctuate directly with the price of the
underlying equity security. Convertible securities may be purchased by the Fund
at varying price levels above their investment values and/or their conversion
values in keeping with the Fund's objective.
PRIVATE PLACEMENTS
The Fund may invest up to 10% 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. 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.
The procedures require that the following factors be taken into account in
making a liquidity determination: (1) the frequency of trades and price quotes
for the security; (2) the number of dealers and other potential purchasers who
have issued quotes on the security; (3) any dealer undertakings to
10
<PAGE>
make a market in the security; and (4) the nature of the security and the nature
of the marketplace trades (the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of transfer). If a restricted
security is determined to be "liquid", such security will not be included within
the category "illiquid securities", which is limited by the Fund's investment
restrictions to 10% of the Fund's total assets.
The Rule 144A marketplace of sellers and qualified institutional buyers is
new and still developing and may take a period of time to develop into a mature
liquid market. As such, the market for certain private placements purchased
pursuant to Rule 144A may be initially small or may, subsequent to purchase,
become illiquid. Furthermore, the Investment Manager may not possess all the
information concerning an issue of securities that it wishes to purchase in a
private placement to which it would normally have had access, had the
registration statement necessitated by a public offering been filed with the
Securities and Exchange Commission. The Fund does not intend to purchase
restricted securities (including those saleable under Rule 144A) totalling in
value greater than 5% of its total assets at any time during the Fund's fiscal
year.
WARRANTS
The Fund may acquire warrants, including warrants which are attached to
fixed-income securities purchased for its portfolio, and hold such warrants
until the relevant Investment Adviser determines it is prudent to sell. Warrants
are, in effect, an option to purchase equity securities at a specific price,
generally valid for a specific period of time, and have no voting rights, pay no
dividends and have no rights with respect to the corporations issuing them.
LENDING OF PORTFOLIO SECURITIES
Consistent with applicable regulatory requirements, the Fund may lend its
United States portfolio securities to brokers, dealers and other financial
institutions, provided that such loans are callable at any time by the Fund
(subject to notice provisions described below), and are at all times secured by
cash or appropriate high grade debt obligations, which are maintained in a
segregated account pursuant to applicable regulations and that are equal to at
least the market value, determined daily, of the loaned securities. The
advantage of such loans is that the Fund continues to receive the income on the
loaned securities while at the same time earning interest on the cash amounts
deposited as collateral, which will be invested in short-term obligations.
A loan may be terminated by the borrower on one business day's notice, or by
the Fund on four business days' notice. If the borrower fails to deliver the
loaned securities within four days after receipt of notice, the Fund could use
the collateral to replace the securities while holding the borrower liable for
any excess of replacement cost over collateral. As with any extensions of
credit, there are risks of delay in recovery and in some cases, even loss of
rights in the collateral should the borrower of the securities fail financially.
However, these loans of portfolio securities will only be made to firms deemed
by the Fund's management to be creditworthy and when the income which can be
earned from such loans justifies the attendant risks. Upon termination of the
loan, the borrower is required to return the securities to the Fund. Any gain or
loss in the market price during the loan period would inure to the Fund. The
Fund will pay reasonable finder's, administrative and custodial fees in
connection with a loan of its securities. The creditworthiness of firms to which
the Fund lends its portfolio securities will be monitored on an ongoing basis by
the Fund's management pursuant to procedures adopted and reviewed, on an ongoing
basis, by the Board of Trustees of the Fund.
When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loaned securities, to
be delivered within one day after notice, to permit the exercise of such rights
if the matters involved would have a material effect on the Fund's investment in
such loaned securities. The Fund will not lend its portfolio securities if such
loans are not permitted by the laws or regulations of any state in which its
shares are qualified for sale and will not lend more than 10% of the value of
its total assets. The Fund may lend its non-United States portfolio securities
after the Trustees adopt procedures consistent with applicable regulatory
requirements. During the fiscal year ended March 31, 1994, the Fund did not loan
any of its portfolio securities and it has no present intention of doing so in
the foreseeable future.
11
<PAGE>
BORROWING OF MONEY
The Fund did not borrow any money from any source during the fiscal year
ended March 31, 1994, and it has no present intention of borrowing any money in
the foreseeable future.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS
From time to time the Fund may purchase securities on a when-issued or
delayed delivery basis or may purchase or sell securities on a forward
commitment basis. When such transactions are negotiated, the price is fixed at
the time of the commitment, but delivery and payment can take place a month or
more after the date of commitment. While the Fund will only purchase securities
on a when-issued, delayed delivery or forward commitment basis with the
intention of acquiring the securities, the Fund may sell the securities before
the settlement date, if it is deemed advisable. The securities so purchased or
sold are subject to market fluctuation and no interest or dividends accrue to
the purchaser prior to the settlement date. At the time the Fund makes the
commitment to purchase or sell securities on a when-issued, delayed delivery or
forward commitment basis, it will record the transaction and thereafter reflect
the value, each day, of such security purchased, or if a sale, the proceeds to
be received, in determining its net asset value. At the time of delivery of the
securities, their value may be more or less than the purchase or sale price. The
Fund will also establish a segregated account with its custodian bank in which
it will continually maintain cash or U.S. Government securities or other high
grade debt portfolio securities equal in value to commitments to purchase
securities on a when-issued, delayed delivery or forward commitment basis;
subject to this requirement, the Fund may purchase securities on such basis
without limit. An increase in the percentage of the Fund's assets committed to
the purchase of securities on a when-issued or delayed delivery basis may
increase the volatility of the Fund's net asset value. The Fund's management and
the Trustees do not believe that the Fund's net asset value or income will be
adversely affected by its purchase of securities on such basis.
WHEN, AS AND IF ISSUED SECURITIES
The Fund may purchase securities on a "when, as and if issued" basis under
which the issuance of the security depends upon the occurence of a subsequent
event, such as approval of a merger, corporate reorganization or debt
restructuring. The commitment for the purchase of any such security will not be
recognized in the portfolio of the Fund until InterCapital determines that
issuance of the security is probable. At such time, the Fund will record the
transaction and, in determining its net asset value, will reflect the value of
the security daily. At such time, the Fund will also establish a segregated
account with its custodian bank in which it will maintain cash or U.S.
Government securities or other high grade debt portfolio securities equal in
value to recognized commitments for such securities. The value of the Fund's
commitments to purchase the securities of any one issuer, together with the
value of all securities of such issuer owned by the Fund, may not exceed 5% of
the value of the Fund's total assets at the time the initial commitment to
purchase such securities is made (see "Investment Restrictions"). Subject to the
foregoing, the Fund may purchase securities on such basis without limit. An
increase in the percentage of the Fund's assets committed to the purchase of
securities on a "when, as and if issued" basis may increase the volatility of
its net asset value. The Fund's management and the Trustees do not believe that
the Fund's net asset value will be adversely affected by its purchase of
securities on such basis. The Fund may also sell securities on a "when, as and
if issued" basis provided the issuance of the security will result automatically
from the exchange or conversion of a security owned by the Fund at the time of
sale.
REPURCHASE AGREEMENTS
When cash may be available for only a few days, it may be invested by the
Fund in repurchase agreements until such time as it may otherwise be invested or
used for payments of obligations of the Fund. A repurchase agreement may be
viewed as a type of secured lending by the Fund which typically involves the
acquisition by the Fund of government securities or other securities from a
selling financial institution such as a bank, savings and loan association or
broker-dealer. The agreement provides that the Fund will sell back to the
institution, and that the institution will repurchase, the underlying security
("collateral") at a specified price and at a fixed time in the future, usually
not more than seven days from
12
<PAGE>
the date of purchase. The Fund will accrue interest from the institution until
the time when the repurchase is to occur. Although such date is deemed by the
Fund to be the maturity date of a repurchase agreement, the maturities of
securities subject to repurchase agreements are not subject to any limits and
may exceed one year.
While repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Fund follows procedures designed to minimize
such risks. Repurchase agreements will be transacted only with large,
well-capitalized and well-established United States financial institutions whose
financial condition will be continuously monitored by the management of the Fund
subject to procedures established by the Trustees. In addition, the collateral
will be maintained in a segregated account and will be marked-to-market daily to
determine that the full value of the collateral, as specified in the agreement,
does not decrease below the purchase price plus accrued interest. If such
decrease occurs, additional collateral will be requested and, when received,
added to maintain full collateralization. In the event of a default or
bankruptcy by a selling financial institution, the Fund will seek to liquidate
such collateral. However, the exercise of the Fund's right to liquidate such
collateral could involve certain costs or delays and, to the extent that
proceeds from any sale upon a default of the obligation to repurchase were less
than the repurchase price, the Fund could suffer a loss. It is the current
policy of the Fund not to invest in repurchase agreements that do not mature
within seven days if any such investment, together with any other illiquid
assets held by the Fund, amount to more than 10% of its total assets. The Fund's
investments in repurchase agreements may at times be substantial when, in the
view of the Investment Advisers, liquidity or other considerations warrant.
However, during the fiscal year ended March 31, 1994, the Fund did not enter
into any repurchase agreements and the Fund has no present intention of entering
into any repurchase agreements amounting to over 5% of the Fund's total assets
in the foreseeable future.
PORTFOLIO TRADING
It is anticipated that the Fund's portfolio turnover rate will not exceed
150% in any one year. A 150% turnover rate would occur, for example, if 150% of
the securities held in the Fund's portfolio (excluding all securities whose
maturities at acquisition were one year or less) were sold and replaced within
one year.
DEAN WITTER WORLD WIDE INVESTMENT FUND
The shares of the Fund are being offered primarily to United States
investors. Dean Witter World Wide Investment Fund, an investment company
organized under the laws of Luxembourg with the same Investment Advisers as the
Fund, offers its shares outside the United States only to non-United States
investors. The Fund and Dean Witter World Wide Investment Fund have similar
investment objectives and policies. While no assurance can be given, it is not
expected that concurrent management will adversely affect either fund.
INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------
In addition to the investment restrictions enumerated in the Prospectus, the
investment restrictions listed below have been adopted by the Fund as
fundamental policies, except as otherwise indicated. 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. Such a
majority is defined in the Act as the lesser of (a) sixty-seven percent or more
of the shares present at a meeting of shareholders, if the holders of more than
fifty percent of the outstanding shares of the Fund are present or represented
by proxy, or (b) more than fifty percent of the outstanding shares of the Fund.
For purposes of the following restrictions: (i) all percentage limitations apply
immediately after a purchase or initial investment; and (ii) any subsequent
change in any applicable percentage resulting from market fluctuations or other
changes in total or net assets does not require elimination of any security from
the portfolio.
13
<PAGE>
The Fund may not:
1. Invest in securities of any issuer if, to the knowledge of the Fund,
any officer or Trustee of the Fund or any officer or director of
InterCapital, DICAM or NWIM owns more than 1/2 of 1% of the outstanding
securities of such issuer, and such officers, trustees or directors who own
more than 1/2 of 1% own in the aggregate more than 5% of the outstanding
securities of such issuer.
2. Purchase or sell real estate or interests therein, although the Fund
may purchase readily marketable securities of issuers which engage in real
estate operations and securities which are secured by real estate or
interests therein, including real estate investment trusts.
3. Purchase or sell commodities or commodity futures contracts,
provided, however, this does not prevent the Fund from entering into forward
foreign currency exchange contracts as described under "Investment Practices
and Policies" in this Statement of Additional Information and under
"Investment Objective and Policies" in the Prospectus.
4. Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the Fund may
invest in the securities of companies which operate, invest in, or sponsor
such programs.
5. Write, purchase or sell puts, calls, or combinations thereof.
6. Invest more than 5% of the value of its total assets in warrants,
including not more than 2% of such assets in warrants not listed on either
the New York or American Stock Exchange. However, the acquisition of
warrants attached to other securities is not subject to this restriction.
7. Borrow money, except that the Fund may borrow from a bank for
temporary or emergency purposes in amounts not exceeding 5% (taken at the
lower of cost or current value) of the value of its total assets (not
including the amount borrowed).
8. Pledge its assets or assign or otherwise encumber them except to
secure borrowings effected within the limitations set forth in restriction
(7). (To meet the requirements of regulations in certain states, the Fund,
as a matter of operating policy but not as a fundamental policy, will limit
any pledge of its assets to 10% of its net assets so long as shares of the
Fund are being sold in those states.)
9. Issue senior securities as defined in the Act except insofar as the
Fund may be deemed to have issued a senior security by reason of: (a)
entering into any repurchase agreement; (b) borrowing money in accordance
with restrictions described above; (c) lending portfolio securities; or (d)
entering into forward foreign currency contracts.
10. Make loans of money or securities, except: (a) by the purchase of
debt obligations in which the Fund may invest consistent with its investment
objective and policies; (b) by investment in repurchase agreements; or (c)
by lending its portfolio securities, but not to exceed 10% of its total
assets at the time of the loan.
11. Make short sales of securities.
12. Purchase securities on margin.
13. Engage in the underwriting of securities, except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933 in disposing
of a portfolio security.
14. Invest for the purpose of exercising control or management of any
other issuer.
15. Invest in securities which cannot be readily resold because of legal
or contractual restrictions or which are not otherwise readily marketable
if, regarding all such securities, more than 10% of its total assets, taken
at market value, would be invested in such securities.
In addition, as stated in the Prospectus, the Fund may not purchase
securities of other United States investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets. However,
the Fund may invest up to 10% of the value of its total assets in the securities
of foreign investment companies. The ability to invest in foreign investment
companies increases the
14
<PAGE>
Investment Advisers flexibility in the management of the Fund's portfolio by
enabling the Fund to access world markets, such as Korea and Taiwan, in which
markets the Fund may be limited in investing directly, due in part to foreign
laws and regulations.
PORTFOLIO TRANSACTIONS AND BROKERAGE
- --------------------------------------------------------------------------------
Subject to the general supervision of the Fund's Trustees, the Investment
Advisers are responsible for decisions to buy and sell securities of the Fund,
the selection of brokers and dealers to effect the transactions, and the
negotiation of brokerage commissions, if any. Purchases and sales of securities
on a stock exchange are effected through brokers who charge a commission for
their services. In the over-the-counter market, securities are generally traded
on a "net" basis with non-affiliated dealers acting as principal for their own
accounts without a stated commission, although the price of the security usually
includes a profit to the dealer. The Fund also expects that securities will be
purchased at times in underwritten offerings where the price includes a fixed
amount of compensation, generally referred to as the underwriter's concession or
discount. In the underwritten offerings, securities are purchased at a fixed
price which includes an amount of compensation to the underwriter, generally
referred to as the underwriter's concession or discount. On occasion, certain
money market instruments may be purchased directly from an issuer, in which case
no commissions or discounts are paid. For the fiscal years ended March 31, 1992,
1993 and 1994, the Fund paid a total of $1,475,171, $1,365,776 and $1,506,380,
respectively, in brokerage commissions.
The Investment Advisers currently serve as investment advisers to a number
of clients, including other investment companies, and may in the future act as
investment manager or adviser to others. It is the practice of each of the
Investment Advisers to cause purchase and sale transactions to be allocated
among the Fund and others whose assets it manages in such manner as it deems
equitable. In making such allocations among the Fund and other client accounts,
the main factors considered are the respective investment objectives, the
relative size of the portfolio holdings of the same or comparable securities,
the availability of cash for investment, the size of the investment commitments
generally held and the opinions of the persons responsible for managing the
portfolios of the Fund and other client accounts. This procedure may, under
certain circumstances, have an adverse effect on the Fund.
The policy of the Fund regarding purchases and sales of securities for its
portfolio is that primary consideration will be given to obtaining the most
favorable prices and efficient executions of transactions. Consistent with this
policy, when securities transactions are effected on a stock exchange, the
Fund's policy is to pay commissions which are considered fair and reasonable
without necessarily determining that the lowest possible commissions are paid in
all circumstances. The Fund believes that a requirement always to seek the
lowest commission cost could impede effective portfolio management and preclude
the Fund and the Investment Advisers from obtaining a high quality of brokerage
and research services. In seeking to determine the reasonableness of brokerage
commissions paid in any transaction, the Investment Advisers rely on their
experience and knowledge regarding commissions generally charged by various
brokers and on their judgment in evaluating the brokerage and research services
received from the broker effecting the transaction. Such determinations are
necessarily subjective and imprecise, as in most cases an exact dollar value for
those services is not ascertainable.
The Fund anticipates that its transactions involving foreign securities will
be effected primarily on a principal stock exchange for such securities. Fixed
commissions on such transactions are generally higher than negotiated
commissions on domestic transactions. There is also generally less government
supervision and regulaton of foreign stock exchanges and brokers than in the
United States.
In seeking to implement the Fund's policies, the Investment Advisers effect
transactions with those brokers and dealers who the Investment Advisers believe
provide the most favorable prices and which are capable of providing efficient
executions. If the Investment Advisers believe such price and execution are
obtainable from more than one broker or dealer, they will give consideration to
placing portfolio transactions with those brokers and dealers who also furnish
research and other services to the Fund or the Investment Advisers. Such
services may include, but are not limited to, any one or more of the
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<PAGE>
following: information as to the availability of securities for purchase or
sale; statistical or factual information or opinions pertaining to investments;
wire services; and appraisals or evaluations of portfolio securities. During the
fiscal year ended March 31, 1994, the Fund directed the payment of $111,654 in
brokerage commissions in connection with transactions in the aggregate amount of
$70,777,103 to brokers because of research services provided.
Consistent with the policy described above, brokerage transactions in
securities listed on exchanges or admitted to unlisted trading privileges may be
effected through DWR. In order for DWR to effect any portfolio transactions for
the Fund, the commissions, fees or other remuneration received by DWR must be
reasonable and fair compared to the commissions, fees or other remuneration paid
to other brokers in connection with comparable transactions involving similar
securities being purchased or sold on an exchange during a comparable period of
time. This standard would allow DWR to receive no more than the remuneration
which would be expected to be received by an unaffiliated broker in a
commensurate arm's-length transaction. Furthermore, the Trustees of the Fund,
including a majority of the Trustees who are not interested persons of the Fund
or of its Distributor, as defined in the Act, have adopted procedures which are
reasonably designed to provide that any commissions, fees or other remuneration
paid to DWR are consistent with the foregoing standard. During the fiscal years
ended March 31, 1992, 1993 and 1994, the Fund paid a total of $41,605, $77,926
and $38,787, respectively, in brokerage commissions to DWR. The Fund does not
reduce the management fee it pays to InterCapital by any amount of the brokerage
commissions it may pay to DWR. During the fiscal year ended March 31, 1994, the
brokerage commissions paid to DWR represented approximately 2.57% of the total
brokerage commissions paid by the Fund during the year and were paid on account
of transactions having a dollar value equal to approximately 3.57% of the
aggregate dollar value of all portfolio transactions by the Fund during the year
for which commissions were paid.
The information and services received by the Investment Advisers from
brokers and dealers may be of benefit to the Investment Advisers in the
management of accounts of some of their other clients and may not in all cases
benefit the Fund directly. While such services are useful and important in
supplementing their own research and facilities, the Investment Advisers believe
the value of such services is not determinable and does not significantly reduce
their expenses. The Fund does not reduce the Advisory fees it pays to the
Investment Advisers by an amount that may be attributable to the value of such
services. The Fund contemplates that, consistent with the above policy, a
substantial amount of its brokerage transactions with respect to Pacific Basin
equities will be conducted through brokerage affiliates of DICAM Ltd. In order
for brokerage affiliates of DICAM Ltd. to effect any portfolio transactions for
the Fund, the commissions, fees or other remuneration received by those
affiliates must be reasonable and fair compared to the commissions, fees or
other remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on an exchange
during a comparable period of time. This standard would allow such affiliates to
receive no more than the remuneration which would be expected to be received by
an unaffiliated broker in a commensurate arm's-length transaction. Furthermore,
the Trustees of the Fund, including a majority of the Trustees who are not
interested persons of the Fund or of its Distributor, as defined in the Act,
have adopted procedures which are reasonably designed to provide that any
commissions, fees or other remuneration paid to such affiliates are consistent
with the foregoing standard. During the fiscal years ended March 31, 1992, 1993
and 1994, the Fund paid a total of $137,798, $87,962 and $80,826, respectively,
in brokerage commissions to affiliates of DICAM Ltd. The Fund does not reduce
the advisory fee it pays to DICAM by any amount of the brokerage commissions it
may pay to such affiliates. During the year ended March 31, 1994, the brokerage
commissions paid to affiliates of DICAM Ltd. represented approximately 5.24% of
the total brokerage commissions paid by the Fund for the year and were paid to
effect transactions having a dollar value equal to approximately 4.83% of the
aggregate dollar value of all portfolio transactions of the Fund during the year
for which commissions were paid. The difference in the percentage of brokerage
commissions paid to affiliates of DICAM Ltd. as opposed to the percentage of
portfolio transactions connected therewith is occasioned by the higher
commission rates customarily charged by broker-dealers in the Far East.
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<PAGE>
Pursuant to an order of the Securities and Exchange Commission, the Fund may
effect principal transactions in certain money market instruments with DWR. The
Fund will limit its transactions with DWR to U.S. Government and Government
Agency Securities, Bank Money Instruments (i.e. Certificates of Deposit and
Bankers' Acceptances) and Commercial Paper. Such transactions will be effected
with DWR only when the price available from DWR is better than that available
from other dealers. During its fiscal years ended March 31, 1992, 1993 and 1994,
the Fund did not effect any principal transactions with DWR.
During the fiscal year ended March 31, 1994, the Fund purchased commercial
paper issued by Merrill Lynch Pierce Fenner & Smith, the Federal Farm Credit
Bureau, the Federal Home Loan Mortgage Corporation and the Federal National
Mortgage Association, which issuers were among the ten brokers or the ten
dealers which executed transactions for or with the Fund in the largest dollar
amounts during the year. None of these securities was owned at March 31, 1994.
The Trustees have considered the possibilities of seeking to recapture, for
the benefit of the Fund, brokerage commissions and other expenses of possible
portfolio transactions by conducting portfolio transactions through affiliated
entities. For example, brokerage commissions received by affiliated brokers
could be offset against the advisory fees paid by the Fund. After considering
all factors deemed relevant, the Trustees made a determination not to seek such
recapture. The Trustees will reconsider this matter from time to time.
THE DISTRIBUTOR
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As discussed in the Prospectus, shares of the Fund are distributed by Dean
Witter Distributors Inc. (the "Distributor"). The Distributor has entered into a
selected dealer agreement with DWR, which through its own sales organization
sells shares of the Fund. In addition, the Distributor may enter into similar
agreements with other selected broker-dealers. The Distributor, a Delaware
corporation, is a wholly-owned subsidiary of DWDC. The Trustees who are not, and
were not at the time they voted, interested persons of the Fund, as defined in
the Act (the "Independent Trustees"), approved, at their meeting held on October
30, 1992, the current Distribution Agreement appointing the Distributor as
exclusive distributor of the Fund's shares and providing for the Distributor to
bear distribution expenses not borne by the Fund. By its terms, the Distribution
Agreement had an initial term ending April 30, 1994, and provides that it will
remain in effect from year to year thereafter if approved by the Board. At their
meeting held on April 8, 1994, the Trustees of the Fund, including all of the
Independent Trustees, approved the continuation of the Distribution Agreement
until April 30, 1995.
The Distributor bears all expenses it may incur in providing services under
the Distribution Agreement. Such expenses include the payment of commissions for
sales of the Fund's shares and incentive compensation to account executives. The
Distributor also pays certain expenses in connection with the distribution of
the Fund's shares, including the costs of preparing, printing and distributing
advertising or promotional materials, and the costs of printing and distributing
prospectuses and supplements thereto used in connection with the offering and
sale of the Fund's shares. The Fund bears the costs of initial typesetting,
printing and distribution of prospectuses and supplements thereto to
shareholders. The Fund also bears the costs of registering the Fund and its
shares under federal and state securities laws. The Fund and the Distributor
have agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. Under the Distribution
Agreement, the Distributor uses its best efforts in rendering services to the
Fund, but in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations, the Distributor is not liable to the Fund
or any of its shareholders for any error of judgment or mistake of law or for
any act or omission or for any losses sustained by the Fund or its shareholders.
PLAN OF DISTRIBUTION
To compensate the Distributor for the services provided and for the expenses
borne under the Distribution Agreement, the Fund has adopted a Plan of
Distribution pursuant to Rule 12b-1 under the Act (the "Plan") pursuant to which
the Fund pays the Distributor compensation accrued daily and
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<PAGE>
payable monthly at the 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 upon which such charge has been waived, or (b) the average daily net
assets of the Fund. The Distributor also receives the proceeds of contingent
deferred sales charges imposed on certain redemptions of shares (see
"Redemptions and Repurchases--Contingent Deferred Sales Charge" in the
Prospectus). The Distributor has informed the Fund that it and/or DWR received
approximately $391,000, $257,000 and $179,000 in contingent deferred sales
charges for the fiscal years ended March 31, 1992, 1993 and 1994, respectively.
The Distributor has informed the Fund that a portion of the fees payable by
the Fund each year pursuant to the Plan equal to 0.25% of the Fund's average
daily net assets is characterized as a "service fee" under the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (of which the
Distributor is a member). Such portion of the fee is a payment made for personal
service and/or the maintenance of shareholder accounts. The remaining portion of
the Plan fees payable by the Fund is characterized as an "asset-based sales
charge" as such is defined by the aforementioned Rules of Fair Practice.
The Plan was originally adopted by a majority vote of the Board of Trustees,
including all of the Independent Trustees (none of whom had or have any direct
or indirect financial interest in the operation of the Plan) (the "Independent
12b-1 Trustees"), cast in person at a meeting called for the purpose of voting
on the Plan, at their Meeting held on July 19, 1983 (continued after adjournment
on July 27, 1983), and by DWR, the then sole shareholder of the Fund, on August
6, 1983. The Plan was amended (as a result of the resignation of Daiwa as a
Distributor of the Fund's shares) by the Trustees at their Meeting held on July
17, 1984, and such amendment was ratified by the shareholders holding a
majority, as defined in the Act, of the outstanding shares of the Fund, at their
Annual Meeting held on October 1, 1984. At their meeting held on October 30,
1992, the Trustees of the Fund, including all of the Independent 12b-1 Trustees,
approved certain amendments to the Plan which took effect in January, 1993 and
were designed to reflect the fact that upon the reorganization described above
the share distribution activities theretofore performed for the Fund by DWR were
assumed by the Distributor and DWR's sales activities are now being performed
pursuant to the terms of a selected dealer agreement between the Distributor and
DWR. The amendments provide that payments under the Plan will be made to the
Distributor rather than to DWR as before the amendment, and that the Distributor
in turn is authorized to make payments to DWR, its affiliates or other selected
broker-dealers (or direct that the Fund pay such entities directly). The
Distributor is also authorized to retain part of such fee as compensation for
its own distribution-related expenses. At their meeting held on April 28, 1993,
the Trustees of the Fund, including all of the Independent 12b-1 Trustees,
approved certain technical amendments to the Plan in connection with recent
amendments adopted by the National Association of Securities Dealers, Inc. to
its Rules of Fair Practice.
Under the Plan and as required by Rule 12b-1, the Trustees receive and
review promptly after the end of each calendar quarter a written report provided
by the Distributor of the amounts expended by the Distributor under the Plan and
the purpose for which such expenditures were made. The Fund accrued amounts
payable to the Distributor under the Plan, during the fiscal year ended March
31, 1994, of $2,991,852. This amount is equal to payments required to be paid
monthly by the Fund which were computed at the annual rate of 0.97% of the
average daily net assets of the Fund for the fiscal year. This amount is treated
by the Fund as an expense in the year it is accrued.
The Plan was adopted in order to permit the implementation of the Fund's
method of distribution. Under this distribution method shares of the Fund are
sold without a sales load being deducted at the time of purchase, so that the
full amount of an investor's purchase payment will be invested in shares without
any deduction for sales charges. Shares of the Fund may be subject to a
contingent deferred sales charge, payable to the Distributor, if redeemed during
the six years after their purchase. DWR compensates its account executives by
paying them, from its own funds, commissions for the sale of the
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<PAGE>
Fund's shares, currently a gross sales credit of up to 5% of the amount sold and
an annual residual commission of up to 0.25 of 1% of the current value (not
including reinvested dividends and distributions) of the amount sold. The gross
sales credit is a charge which reflects commissions paid by DWR to its account
executives and DWR's Fund associated distribution-related expenses, including
sales compensation, and overhead and other branch office distribution-related
expenses including: (a) the expenses of operating DWR's branch offices in
connection with the sale of Fund shares, including lease costs, the salaries and
employee benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies, (b) the costs of
client sales seminars, (c) travel expenses of mutual fund sales coordinators to
promote the sale of Fund shares and (d) other expenses relating to branch
promotion of Fund share sales. The distribution fee that the Distributor
receives from the Fund under the Plan, in effect, offsets distribution expenses
incurred on behalf of the Fund and opportunity costs, such as the gross sales
credit and an assumed interest charge thereon ("carrying charge"). In the
Distributor's reporting of the distribution expenses to the Fund, such assumed
interest (computed at the "broker's call rate") has been calculated on the gross
sales credit as it is reduced by amounts received by the Distributor under the
Plan and any contingent deferred sales charges received by the Distributor upon
redemption of shares of the Fund. No other interest charge is included as a
distribution expense in the Distributor's calculation of its distribution costs
for this purpose. The broker's call rate is the interest rate charged to
securities brokers on loans secured by exchange-listed securities.
The Fund paid 100% of the $2,991,852 accrued under the Plan for the fiscal
year ended March 31, 1994 to the Distributor. DWR and the Distributor estimate
that they have spent, pursuant to the Plan, $54,139,918 on behalf of the Fund
since the inception of the Fund. It is estimated that this amount was spent in
approximately the following ways: (i) 5.84% ($3,161,761)--advertising and
promotional expenses; (ii) 0.71% ($382,623)--printing of prospectuses for
distribution to other than current shareholders; and (iii) 93.45%
($50,595,534)--other expenses, including the gross sales credit and the carrying
charge, of which 16.46% ($8,327,126) represents carrying charges, 34.54%
($17,473,760) represents commission credits to DWR branch offices for payments
of commissions to account executives and 49.0% ($24,794,648) represents overhead
and other branch office distribution-related expenses.
At any given time,the expenses in distributing shares of the Fund may be
more or less than 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. The Distributor has advised the Fund that
such excess amount, including the carrying charge designed to approximate the
opportunity costs incurred by DWR which arise from it having advanced monies
without having received the amount of any sales charges imposed at the time of
sale of the Fund's shares, totalled $20,360,022 as of March 31, 1994, which
amount constitutes 4.13% of the Fund's net assets on such date. Because there is
no requirement under the Plan that the Distributor be reimbursed for all
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 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.
No interested person of the Fund nor any director of the Fund who is not an
interested person of the Fund, as defined in the Act, had any direct or indirect
financial interest in the operation of the Plan except to the extent that the
Investment Manager or certain of its employees may be deemed to have such
interest as a result of benefits derived from the successful operation of the
Plan or as a result of receiving a portion of the amounts expended thereunder by
the Fund.
Under its terms, the Plan had an initial term ending July 31, 1984, and
provides that it will remain in effect from year to year thereafter, provided
such continuance is approved annually by a vote of the Trustees in the manner
described above. Continuance of the Plan for one year, until April 30, 1995, was
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<PAGE>
approved by the Board of Trustees of the Fund, including a majority of the
Independent 12b-1 Trustees, at a Board meeting held on April 8, 1994. Prior to
approving the continuation of the Plan, the Board requested and received from
the Distributor and reviewed all the information which it deemed necessary to
arrive at an informed determination. In making their determination to continue
the Plan, the Trustees considered: (1) the Fund's experience under the Plan and
whether such experience indicates that the Plan is operating as anticipated; (2)
the benefits the Fund had obtained, was obtaining and would be likely to obtain
under the Plan; and (3) what services had been provided and were continuing to
be provided under the Plan by the Distributor to the Fund and its shareholders.
Based upon their review, the Trustees of the Fund, including each of the
Independent 12b-1 Trustees, determined that continuation of the Plan would be in
the best interest of the Fund and would have a reasonable likelihood of
continuing to benefit the Fund and its shareholders. In the Trustees' quarterly
review of the Plan, they will consider its continued appropriateness and the
level of compensation provided therein.
The Plan may not be amended to increase materially the amount to be spent
for the services described therein without approval of the shareholders of the
Fund, and all material amendments of the Plan must also be approved by the
Trustees in the manner described above. The Plan may be terminated at any time,
without payment of any penalty, by vote of a majority of the Independent 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of the
Fund (as defined in the Act) on not more than thirty days' written notice to any
other party to the Plan. So long as the Plan is in effect, the election and
nomination of Independent 12b-1 Trustees shall be committed to the discretion of
the Independent 12b-1 Trustees.
DETERMINATION OF NET ASSET VALUE
As stated in the Prospectus, short-term debt securities with remaining
maturities of sixty days or less at the time of purchase are valued at amortized
cost, unless the Board of Trustees determines such does not reflect the
securities' market value, in which case these securities will be valued at their
fair value as determined by the Trustees. Other short-term debt securities will
be valued on a mark-to-market basis until such time as they reach a remaining
maturity of sixty days, whereupon they will be valued at amortized cost using
their value on the 61st day unless the Trustees determine such does not reflect
the securities' market value, in which case these securities will be valued at
their fair value as determined by the Trustees. All other securities and other
assets are valued at their fair value as determined in good faith under
procedures established by and under the supervision of the Trustees.
As stated in the Prospectus, InterCapital will compute the Fund's net asset
value once daily as of 4:00 P.M., New York time, on days the New York Stock
Exchange is open for trading. The New York Stock Exchange currently observes the
following holidays: New Year's Day; Presidents' Day; Good Friday; Memorial Day;
Labor Day; Independence Day; Thanksgiving Day; and Christmas Day.
SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------
Upon the purchase of shares of the Fund, a Shareholder Investment Account is
opened for the investor on the books of the Fund and maintained by Dean Witter
Trust Company (the "Transfer Agent"). This is an open account in which shares
owned by the investor are credited by the Transfer Agent in lieu of issuance of
a share certificate. If a share certificate is desired, it must be requested in
writing for each transaction. Certificates are issued only for full shares and
may be redeposited in the account at any time. There is no charge to the
investor for issuance of a certificate. Whenever a shareholder-instituted
transaction takes place in the Shareholder Investment Account, the shareholder
will be mailed a confirmation of the transaction from the Fund or from DWR or
other selected broker-dealer.
AUTOMATIC INVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. As stated in the
Prospectus, all income dividends and capital gains distributions are
automatically paid in full and fractional shares of the Fund, unless the
shareholder requests that they be paid in cash. Each purchase of shares of the
Fund is made upon the condition that the Transfer Agent is thereby automatically
appointed as agent of the investor to receive all dividends and capital gains
distributions on shares owned by the investor. Such dividends
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<PAGE>
and distributrions will be paid, at the net asset value per share, in shares of
the Fund (or in cash if the shareholder so requests) as of the close of business
on the record date. At any time an investor may request the Transfer Agent, in
writing, to have subsequent dividends and/or capital gains distributions paid to
him or her in cash rather than shares. To assure sufficient time to process the
change, such request must be received by the Transfer Agent at least five
business days prior to the record date of the dividend or distribution. In the
case of recently purchased shares for which registration instructions have not
been received on the record date, cash payments will be made to DWR or another
selected broker-dealer, which will be forwarded to the shareholder, upon the
receipt of proper instructions.
TARGETED DIVIDENDS.-SM- In states where it is legally permissible,
shareholders may also have all income dividends and capital gains distributions
automatically invested in shares of an open-end Dean Witter Fund other than Dean
Witter World Wide Investment Trust. Such investment will be made as described
above for automatic investment in shares of the Fund, at the net asset value per
share of the selected Dean Witter Fund as of the close of business on the
payment date of the dividend or distribution and will begin to earn dividends,
if any, in the selected Dean Witter Fund the next business day. To participate
in the Targeted Dividends program, shareholders should contact their DWR or
other selected broker-dealer account executive or the Transfer Agent.
Shareholders of the Fund must be shareholders of the Dean Witter Fund targeted
to receive investments from dividends at the time they enter the Targeted
Dividends program. Investors should review the prospectus of the targeted Dean
Witter Fund before entering the program.
EASYINVEST.-SM- 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. Shares purchased through EasyInvest will be added to the shareholder's
existing account at the net asset value calculated the same business day the
transfer of funds is effected. For further information or to subscribe to
EasyInvest, shareholders should contact their account executive or the Transfer
Agent.
INVESTMENT OF DIVIDENDS OR DISTRIBUTIONS RECEIVED IN CASH. As discussed in
the Prospectus, any shareholder who receives a cash payment representing a
dividend or distribution may invest such dividend or distribution at net asset
value, without the imposition of a contingent deferred sales charge upon
redemption, by returning the check or the proceeds to the Transfer Agent within
thirty days after the payment date. If the shareholder returns the proceeds of a
dividend or distribution, such funds must be accompanied by a signed statement
indicating that the proceeds constitute a dividend or distribution to be
invested. Such investment will be made at the net asset value per share next
determined after receipt of the check or proceeds by the Transfer Agent.
SYSTEMATIC WITHDRAWAL PLAN. As discussed in the Prospectus, 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" in the Prospectus). 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.
The Transfer Agent acts as agent for the shareholder in tendering to the
Fund for redemption sufficient full and fractional shares to provide the amount
of the periodic withdrawal payment designated in the application. The shares
will be redeemed at their net asset value determined, at the shareholder's
option, on the tenth or twenty-fifth day (or next following business day) of the
relevant month or quarter
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and normally a check for the proceeds will be mailed by the Transfer Agent, or
amounts credited to a shareholder's DWR or other selected broker-dealer
brokerage account, within five business days after the date of redemption. The
Withdrawal Plan may be terminated at any time by the Fund.
Withdrawal Plan payments should not be considered as dividends, yields or
income. If periodic withdrawal plan payments continuously exceed net investment
income and net capital gains, the shareholder's original investment will be
correspondingly reduced and ultimately exhausted.
Each withdrawal constitutes a redemption of shares and any gain or loss
realized must be recognized for federal income tax purposes. Although the
shareholder may make additional investments of $2,500 or more under the
Withdrawal Plan, withdrawals made concurrently with purchases of additional
shares may be inadvisable because of the contingent deferred sales charge
applicable to the redemption of shares purchased during the preceding six years
(see "Redemptions and Repurchases-- Contingent Deferred Sales Charge").
Any shareholder who wishes to have payments under the Withdrawal Plan made
to a third party or sent to an address other than the one listed on the account
must send complete written instructions to the Transfer Agent to enroll in the
Withdrawal Plan. The shareholder's signature on such instructions must be
guaranteed by an eligible guarantor acceptable to the Transfer Agent
(shareholders should contact the Transfer Agent for a determination as to
whether a particular institution is such an eligible guarantor). A shareholder
may, at any time, change the amount and interval of withdrawal payments through
his or her DWR or other selected broker-dealer account executive or by written
notification to the Transfer Agent. In addition, the party and/or the address to
which checks are mailed may be changed by written notification to the Transfer
Agent, with signature guarantees required in the manner described above. The
shareholder may also terminate the Withdrawal Plan at any time by written notice
to the Transfer Agent. In the event of such termination, the account will be
continued as a regular shareholder investment account. The shareholder may also
redeem all or part of the shares held in the Withdrawal Plan account (see
"Redemptions and Repurchases" in the Prospectus) at any time. Shareholders
wishing to enroll in the Withdrawal Plan should contact their account executive
or the Transfer Agent.
DIRECT INVESTMENTS THROUGH TRANSFER AGENT. As discussed in the Prospectus,
a shareholder may make additional investments in Fund shares at any time by
sending a check in any amount, not less than $100, payable to Dean Witter World
Wide Investment Trust, directly to the Fund's Transfer Agent. Such amounts will
be applied to the purchase of Fund shares at the net asset value per share next
computed after receipt of the check or purchase payment by the Transfer Agent.
The shares so purchased will be credited to the investor's account.
EXCHANGE PRIVILEGE
As discussed in the Prospectus, the Fund makes available to its shareholders
an Exchange Privilege whereby shareholders of the Fund may exchange their shares
for shares of other Dean Witter Funds sold with a contingent deferred sales
charge ("CDSC funds"), for shares of Dean Witter Limited Term Municipal Trust,
Dean Witter Short-Term Bond Fund and Dean Witter Short-Term U.S. Treasury Trust,
and for shares of five Dean Witter Funds which are money market funds (the
foregoing eight 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 will be treated for federal income tax purposes the
same as a repurchase or redemption of shares, on which the shareholder may
realize a capital gain or loss.
Any new account established through the Exchange Privilege will have the
same registration and cash dividend or dividend reinvestment plan as the present
account, unless the Transfer Agent receives written notification to the
contrary. For telephone exchanges, the exact registration of the existing
account and the account number must be provided.
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<PAGE>
Any shares held in certificate form cannot be exchanged but must be
forwarded to the Transfer Agent and deposited into the shareholder's account
before being eligible for exchange. (Certificates mailed in for deposit should
not be endorsed.)
As described below, and in the Prospectus under the captions "Exchange
Privilege" and "Contingent Deferred Sales Charge", a contingent deferred sales
charge ("CDSC") may be imposed upon a redemption, depending on a number of
factors, including the number of years from the time of purchase until the time
of redemption or exchange ("holding period"). When shares of the Fund or any
other CDSC fund are exchanged for shares of an Exchange Fund, the exchange is
executed at no charge to the shareholder, without the imposition of the CDSC at
the time of the exchange. 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 or "year since purchase
payment made" is frozen. When shares are redeemed out of the Exchange Fund, they
will be subject to a CDSC which would be based upon the period of time the
shareholder held shares in a CDSC fund. However, in the case of shares of the
Fund 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. Shareholders acquiring shares of an Exchange Fund
pursuant to this exchange privilege may exchange those shares back into a CDSC
fund from the Exchange Fund, with no charge being imposed on such exchange. The
holding period previously frozen when shares were first exchanged for shares of
the Exchange Fund resumes on the last day of the month in which shares of a CDSC
fund are reacquired. A CDSC is imposed only upon an ultimate redemption, based
upon the time (calculated as described above) the shareholder was invested in a
CDSC fund.
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.
When shares initially purchased in a CDSC fund are exchanged for shares of
another CDSC fund, or for shares of an Exchange Fund, the date of purchase of
the shares of the fund exchanged into, for purposes of the CDSC upon redemption,
will be the last day of the month in which the shares being exchanged were
originally purchased. In allocating the purchase payments between funds for
purposes of the CDSC, the amount which represents the current net asset value of
shares at the time of the exchange which were (i) purchased more than three or
six years (depending on the CDSC schedule applicable to the shares) prior to the
exchange, (ii) originally acquired through reinvestment of dividends or
distributions and (iii) acquired in exchange for shares of front-end sales
charge funds, or for shares of other Dean Witter Funds for which shares of
front-end sales charge funds have been exchanged (all such shares called "Free
Shares"), will be exchanged first. Shares of Dean Witter American Value Fund
acquired prior to April 30, 1984, shares of Dean Witter Dividend Growth
Securities Inc. and Dean Witter Natural Resource Development Securities Inc.
acquired prior to July 2, 1984, and shares of Dean Witter Strategist Fund
acquired prior to November 8, 1989, are also considered Free Shares and will be
the first Free Shares to be exchanged. After an exchange, all dividends earned
on shares in an Exchange Fund will be considered Free Shares. If the exchanged
amount exceeds the value of such Free Shares, an exchange is made, on a
block-by-block basis, of non-Free Shares held for the longest period of time
(except that if shares held for identical periods of time but subject to
different CDSC schedules are held in the same Exchange Privilege account, the
shares of that block that are subject to a lower CDSC rate will be exchanged
prior to the shares of that block that are subject to a higher CDSC rate).
Shares equal to any appreciation in the value of non-Free Shares exchanged will
be treated as Free Shares, and the amount of the purchase payments for the
non-Free Shares of the fund exchanged into will be equal to the lesser of (a)
the purchase payments for, or (b) the current net asset value of, the exchanged
non-Free Shares. If an exchange between funds would result in exchange of only
part of a particular block of non-
23
<PAGE>
Free Shares, then shares equal to any appreciation in the value of the block (up
to the amount of the exchange) will be treated as Free Shares and exchanged
first, and the purchase payment for that block will be allocated on a pro rata
basis between the non-Free Shares of that block to be retained and the non-Free
Shares to be exchanged. The prorated amount of such purchase payment
attributable to the retained non-Free Shares will remain as the purchase payment
for such shares, and the amount of purchase payment for the exchanged non-Free
Shares will be equal to the lesser of (a) the prorated amount of the purchase
payment for, or (b) the current net asset value of, those exchanged non-Free
Shares. Based upon the procedures described in the Prospectus under the caption
"Contingent Deferred Sales Charge", any applicable CDSC will be imposed upon the
ultimate redemption of shares of any fund, regardless of the number of exchanges
since those shares were originally purchased.
The Transfer Agent acts as agent for shareholders of the Fund in effecting
redemptions of Fund shares and in applying the proceeds to the purchase of other
fund shares. In the absence of negligence on its part, neither the Transfer
Agent nor the Fund shall be liable for any redemption of Fund shares caused by
unauthorized telephone or telegraph instructions. Accordingly, in such event the
investor shall bear the risk of loss. The staff of the Securities and Exchange
Commission is currently considering the propriety of such a policy.
With respect to the redemption or repurchase of shares of the Fund, the
application of proceeds to the purchase of new shares in the Fund or any other
of the funds and the general administration of the Exchange Privilege, the
Transfer Agent acts as agent for the Distributor and for the shareholder's
selected broker-dealer, if any, in the performance of such functions.
With respect to exchanges, redemptions and repurchases, the Transfer Agent
shall be liable for its own negligence and not for the default or negligence of
its correspondents or for losses in transit. The Fund shall not be liable for
any default or negligence of the Transfer Agent, the Distributor or any selected
broker-dealer.
The Distributor and any selected broker-dealer have authorized and appointed
the Transfer Agent to act as their agent in connection with the application of
proceeds of any redemption of Fund shares to the purchase of shares of any other
fund and the general administration of the Exchange Privilege. No commission or
discounts will be paid to the Distributor or any selected broker-dealer for any
transactions pursuant to this Exchange Privilege.
Exchanges are subject to the minimum investment requirement and any other
conditions imposed by each fund. (The minimum initial investment is $5,000 for
Dean Witter Liquid Asset Fund Inc., Dean Witter Tax-Free Daily Income Trust,
Dean Witter California Tax-Free Daily Income Trust, and Dean Witter New York
Municipal Money Market Trust although those funds may, at their discretion,
accept initial investments of as low as $1,000. The minimum initial investment
for Dean Witter Short-Term U.S. Treasury Trust is $10,000, although that fund
may, at its discretion, accept purchases as low as $5,000. The minimum initial
investment for all other Dean Witter Funds for which the Exchange Privilege is
available is $1,000.) Upon exchange into an Exchange Fund, the shares of that
fund will be held in a special Exchange Privilege Account separately from
accounts of those shareholders who have acquired their shares directly from that
fund. As a result, certain services normally available to shareholders of those
funds, including the check writing feature, will not be available for funds held
in that account.
The Fund and each of the other Dean Witter Funds may limit the number of
times this Exchange Privilege may be exercised by any investor within a
specified period of time. Also, the Exchange Privilege may be terminated or
revised at any time by the Fund and/or any of the Dean Witter Funds for which
shares of the Fund have been exchanged, upon such notice as may be required by
applicable regulatory agencies (presently sixty days' prior written notice for
termination or material revision), provided that six months' prior written
notice of termination will be given to shareholders who hold shares of Exchange
Funds pursuant to this Exchange Privilege, and provided further that the
Exchange Privilege may be terminated or materially revised without notice at
times (a) when the New York Stock Exchange is closed for other than customary
weekends and holidays, (b) when trading on that Exchange is restricted, (c) when
an emergency exists as a result of which disposal by the Fund of securities
owned by it is not
24
<PAGE>
reasonably practicable or it is not reasonably practicable for the Fund fairly
to determine the value of its net assets, (d) during any other period when the
Securities and Exchange Commission by order so permits (provided that applicable
rules and regulations of the Securities and Exchange Commission shall govern as
to whether the conditions prescribed in (b) or (c) exist) or (e) if the Fund
would be unable to invest amounts effectively in accordance with its investment
objective, policies and restrictions. Shareholders maintaining margin accounts
with DWR or another selected broker-dealer are referred to their account
executive regarding restrictions on exchange of shares of the Fund pledged in
the margin account.
The current prospectus for each fund describes its investment objective(s)
and policies, and shareholders should obtain a copy and examine it carefully
before investing. An exchange will be treated for federal income tax purposes
the same as a repurchase or redemption of shares, on which the shareholder may
realize a capital gain or loss. However, the ability to deduct capital losses on
an exchange may be limited in situations where there is an exchange of shares
within ninety days after the shares are purchased. The Exchange Privilege is
only available in states where an exchange may legally be made.
For further information regarding the Exchange Privilege, shareholders
should contact their DWR or other selected broker-dealer account executive or
the Transfer Agent.
REDEMPTIONS AND REPURCHASES
- --------------------------------------------------------------------------------
REDEMPTION.__As stated in the Prospectus, 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.
The share certificate, or an accompanying stock power, and the request for
redemption, must be signed by the shareholder or shareholders exactly as the
shares are registered. Each request for redemption, whether or not accompanied
by a share certificate, must be sent to the Fund's Transfer Agent, which will
redeem the shares at their net asset value next computed (see "Purchase of Fund
Shares" in the Prospectus) after it receives the request, and certificate, if
any, in good order. Any redemption request received after such computation will
be redeemed at the next determined net asset value. The term "good order" means
that the share certificate, if any, and request for redemption are properly
signed, accompanied by any documentation required by the Transfer Agent, and
bear signature guarantees when required by the Fund or the Transfer Agent. If
redemption is requested by a corporation, partnership, trust or fiduciary, the
Transfer Agent may require that written evidence of authority acceptable to the
Transfer Agent be submitted before such request is accepted.
Whether certificates are held by the shareholder or shares are held in a
shareholder's account, if the proceeds are to be paid to any person other than
the record owner, or if the proceeds are to be paid to a corporation (other than
the Distributor or a selected broker-dealer for the acccount of the
shareholder), partnership, trust or fiduciary, or sent to the shareholder at an
address other than the registered address, signatures must be guaranteed by an
eligible guarantor acceptable to the Transfer Agent (shareholders should contact
the Transfer Agent for a determination as to whether a particular institution is
such an eligible guarantor). A stock power may be obtained from any dealer or
commercial bank. The Fund may change the signature guarantee requirements from
time to time upon notice to shareholders, which may be by means of a new
prospectus.
CONTINGENT DEFERRED SALES CHARGE.__As stated in the Prospectus, a contingent
deferred sales charge ("CDSC") will be imposed on any redemption by an investor
if after such redemption the current value of the investor's shares of the Fund
is less than the dollar amount of all payments by the shareholder for the
purchase of Fund shares during the preceding six years. However, no CDSC will be
imposed to the extent that the net asset value of the shares redeemed does not
exceed: (a) the current
25
<PAGE>
net asset value of shares purchased more than six years prior to the redemption,
plus (b) the current net asset value of shares purchased through reinvestment of
dividends or distributions of the Fund or another Dean Witter Fund (see
"Shareholder Services--Targeted Dividends"), plus (c) the current net asset
value of shares acquired in exchange for (i) shares of Dean Witter front-end
sales charge funds, or (ii) shares of other Dean Witter Funds for which shares
of front-end sales charge funds have been exchanged (see "Shareholder
Services--Exchange Privilege"), plus (d) increases in the net asset value of the
investor's shares above the total amount of payments for the purchase of Fund
shares made during the preceding six years. 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 distributions from, or the proceeds of, such Unit Investment
Trusts or which were purchased by the employee benefit plans established by DWR
and SPS Transaction Services, Inc. (an affiliate of DWR) for their employees as
qualified under Section 401(k) of the Internal Revenue Code. The CDSC will be
paid to the Distributor.
In determining the applicability of the CDSC to each redemption, the amount
which represents an increase in the net asset value of the investor's shares
above the amount of the total payments for the purchase of shares within the
last six years will be redeemed first. In the event the redemption amount
exceeds such increase in value, the next portion of the amount redeemed will be
the amount which represents the net asset value of the investor's shares
purchased more than six years prior to the redemption and/or shares purchased
through reinvestment of dividends or distributions and/or shares acquired in
exchange for shares of Dean Witter front-end sales charge funds or for shares of
other Dean Witter funds for which shares of front-end sales charge funds have
been exchanged. A portion of the amount redeemed which exceeds an amount which
represents both such increase in value and the value of shares purchased more
than six years prior to the redemption and/or shares purchased through
reinvestment of dividends or distributions and/or shares acquired in the
above-described exchanges will be subject to a CDSC.
The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of Fund shares until the time of
redemption of such shares. For purposes of determining the number of years from
the time of any payment for the purchase of shares, all payments made during a
month will be aggregated and deemed to have been made on the last day of the
month. The following table sets forth the rates of the CDSC:
<TABLE>
<CAPTION>
CONTINGENT DEFERRED
YEAR SINCE SALES CHARGE AS
PURCHASE 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>
In determining the rate of the CDSC, it will be assumed that a redemption is
made of shares held by the investor for the longest period of time within the
applicable six-year period. This will result in any such CDSC being imposed at
the lowest possible rate. Accordingly, shareholders may redeem, without
incurring any CDSC, amounts equal to any net increase in the value of their
shares above the amount of their purchase payments made within the past six
years and amounts equal to the current value of shares purchased more than six
years prior to the redemption and shares purchased through reinvestment of
dividends or distributions or acquired in exchange for shares of Dean Witter
front-end sales charge funds, or for shares of other Dean Witter Funds for which
shares of front-end sales charge funds have been exchanged. The CDSC will be
imposed, in accordance with the table shown above, on any redemptions within six
years of purchase which are in excess of these amounts and which redemptions
26
<PAGE>
are not (a) requested within one year of death or initial determination of
disability of a shareholder, or (b) made pursuant to certain taxable
distributions from retirement plans or retirement accounts, as described in the
Prospectus.
PAYMENT FOR SHARES REDEEMED OR REPURCHASED. As discussed in the prospectus,
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 at times (a) when the New York Stock Exchange is closed for
other than customary weekends and holidays, (b) when trading on that Exchange is
restricted, (c) when an emergency exists as a result of which disposal by the
Fund of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets, or (d) during any other period when the Securities and Exchange
Commission by order so permits; provided that applicable rules and regulations
of the Securities and Exchange Commission shall govern as to whether the
conditions prescribed in (b) or (c) exist. If the shares to be redeemed have
recently been purchased by check (including a certified or bank cashier's
check), payment of 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 executive regarding restrictions on
redemption of shares of the Fund pledged in the margin account.
TRANSFERS OF SHARES. In the event a shareholder requests a transfer of any
shares to a new registration, such shares will be transferred without sales
charge at the time of transfer. With regard to the status of shares which are
either subject to the contingent deferred sales charge or free of such charge
(and with regard to the length of time shares subject to the charge have been
held), any transfer involving less than all of the shares in an account will be
made on a pro-rata basis (that is, by transferring shares in the same proportion
that the transferred shares bear to the total shares in the account immediately
prior to the transfer). The transferred shares will continue to be subject to
any applicable contingent deferred sales charge as if they had not been so
transferred.
REINSTATEMENT PRIVILEGE. As discussed in the Prospectus, 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
redemption or repurchase, reinstate any portion or all of the proceeds of such
redemption or repurchase in shares of the Fund at the net asset value next
determined after a reinstatement request, together with the proceeds, is
received by the Transfer Agent.
Exercise of the reinstatement privilege will not affect the federal income
tax treatment of any gain or loss realized upon the redemption or repurchase,
except that if the redemption or repurchase resulted in a loss and reinstatement
is made in shares of the Fund, some or all of the loss, depending on the amount
reinstated, will not be allowed as a deduction for federal income tax purposes
but will be applied to adjust the cost basis of the shares acquired upon
reinstatement.
DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
As discussed in the Prospectus under "Dividends, Distributions and Taxes",
the Fund will determine either to distribute or to retain all or part of any net
long-term capital gains in any year for reinvestment. If any such gains are
retained, the Fund will pay federal income tax thereon, and shareholders will
include such undistributed gains in determining their taxable income and will be
able to claim their share of the tax paid by the Fund as a credit against their
individual federal income tax.
Gains or losses on sales of securities by the Fund generally will be
long-term capital gains or losses if the securities have been held by the Fund
for more than one year. Gains or losses on the sale of securities held for one
year or less generally will be short-term capital gains or losses.
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code (the "Code").
If so qualified, the Fund will not be subject to
27
<PAGE>
federal income tax on its net investment income and net short-term capital
gains, if any, realized during any fiscal year to the extent that it distributes
such income and capital gains to its shareholders, other than any tax resulting
from investing in passive foreign investment companies, as discussed in the
Prospectus. In addition, the Fund intends to distribute to its shareholders each
calendar year a sufficient amount of ordinary income and capital gains to avoid
the imposition of a 4% excise tax.
Shareholders will normally have to pay federal income taxes, and any state
income taxes, on the dividends and distributions they receive from the Fund.
Such dividends and distributions, to the extent that they are derived from net
investment income or short-term capital gains, are taxable to the shareholder as
ordinary income regardless of whether the shareholder receives such payments in
additional shares or in cash. Any dividends declared in the last quarter of any
year which are paid in the following year prior to February 1 will be deemed
received by the shareholder in the prior year.
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.
Dividend payments will be eligible for the federal dividends received
deduction available to the Fund's corporate shareholders only to the extent the
aggregate dividends received by the Fund would be eligible for the deduction if
the Fund were the shareholder claiming the dividends received deduction. The
amount of dividends paid by the Fund which may qualify for the dividends
received deduction is limited to the aggregate amount of qualifying dividends
which the Fund derives from its portfolio investment which the Fund has held for
a minimum period, usually 46 days. Any distributions made by the Fund will not
be eligible for the dividends received deduction with respect to shares which
are held by the shareholder for 45 days or less. Any long-term capital gain
distributions will also not be eligible for the dividends received deduction.
The ability to take the dividends received deduction will also be limited in the
case of a Fund shareholder which incurs or continues indebtedness which is
directly attributable to its investment in the Fund.
Any dividend or capital gains distribution received by a shareholder from
any investment company will have the effect of reducing the net asset value of
the shareholder's stock in that company by the exact amount of the dividend or
capital gains distribution. Furthermore, capital gains distributions and some
portion of the dividends are subject to federal income taxes. If the net asset
value of the shares should be reduced below a shareholder's cost as a result of
the payment of dividends or the distribution of realized long-term capital
gains, such payment or distribution would be in part a return of the
shareholder's investment to the extent of such reduction below the shareholder's
cost, but nonetheless would be fully taxable. Therefore, an investor should
consider the tax implications of purchasing Fund shares immediately prior to a
distribution record date.
Dividends and interest received by the Fund may give rise to withholding and
other taxes imposed by foreign countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes. Investors
may be entitled to claim United States foreign tax credits with respect to such
taxes, subject to certain provisions and limitations contained in the Code. If
more than 50% of the Fund's total assets at the close of its fiscal year consist
of securities of foreign corporations, the Fund will be eligible and will
determine whether or not to file an election with the Internal Revenue Service
pursuant to which shareholders of the Fund will be required to include their
respective pro rata portions of such withholding taxes in their United States
income tax returns as gross income, treat such respective pro rata portions as
taxes paid by them, and deduct such respective pro rata portions in computing
their taxable incomes or, alternatively, use them as foreign tax credits against
their United States income taxes. If it qualifies for and elects to file such
election with the Internal Revenue Service, the Fund will report annually to its
shareholders the amount per share of such withholding. The Fund does not intend
to make such election for its fiscal year ended March 31, 1994.
If the Fund invests in an entity which is classified as a "passive foreign
investment company" ("PFIC") for U.S. tax purposes, the application of certain
technical tax provisions applying to such companies could result in the
imposition of federal income tax with respect to such investments at the
28
<PAGE>
Fund level which could not be eliminated by distributions to shareholders. The
U.S. Treasury issued proposed regulation section 1.1291-8 which establishes a
mark-to-market regime which allows investment companies investing in PFICs to
avoid most, if not all, of the difficulties posed by the PFIC rules. In any
event, it is not anticipated that any taxes on the Fund with respect to
investments in PFICs would be significant.
Shareholders are urged to consult their own attorneys or tax advisers
regarding specific questions as to federal, state or local taxes.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
As discussed in the Prospectus, from time to time the Fund may quote its
"total return" in advertisements and sales literature. The Fund's "average
annual total return" represents an annualization of the Fund's total return over
a particular period and is computed by finding the annual percentage rate which
will result in the ending redeemable value of a hypothetical $1,000 investment
made at the beginning of a one, five or ten year period, or for the period from
the date of commencement of operations, if shorter than any of the foregoing.
The ending redeemable value is reduced by any contingent deferred sales charge
at the end of the one, five or ten year or other period. For the purpose of this
calculation, it is assumed that all dividends and distributions are reinvested.
The formula for computing the average annual total return involves a percentage
obtained by dividing the ending redeemable value by the amount of the initial
investment, taking a root of the quotient (where the root is equivalent to the
number of years in the period) and subtracting 1 from the result.
The average annual total returns of the Fund for the one, five and ten year
periods ended March 31, 1994 were 23.40%, 8.78% and 12.65%, respectively.
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. For example, the average annual total return of
the Fund may be calculated in the manner described in the preceding paragraph,
but without deduction for any applicable contingent deferred sales charge. Based
on this calculation, the average annual total returns of the Fund for the one,
five and ten year periods ended March 31, 1994 were 28.40%, 9.07% and 12.65%,
respectively.
In addition, the Fund may compute its aggregate total return for specified
periods by determining the aggregate percentage rate which will result in the
ending value of a hypothetical $1,000 investment made at the beginning of the
period. For the purpose of this calculation, it is assumed that all dividends
and distributions are reinvested. The formula for computing aggregate total
return involves a percentage obtained by dividing the ending value (without
reduction for any contingent deferred sales charge) by the initial $1,000
investment and subtracting 1 from the result. Based on the foregoing
calculation, the Fund's total return for the year ended March 31, 1994 was
28.40%, the total return for the five years ended March 31, 1994 was 54.34%, and
the total return for the ten year period ended March 31, 1994 was 229.11%.
The Fund may also advertise the growth of hypothetical investments of
$10,000, $50,000 and $100,000 in shares of the Fund by adding 1 to the Fund's
aggregate total return to date (expressed as a decimal and without taking into
account the effect of any applicable CDSC) and multiplying by $10,000, $50,000
or $100,000, as the case may be. Investments of $10,000, $50,000 and $100,000 in
the Fund at inception would have grown to $34,820, $174,100 and $348,200,
respectively, at March 31, 1994.
The Fund from time to time may also advertise its performance relative to
certain performance rankings and indexes compiled by independent organizations.
29
<PAGE>
CUSTODIAN AND TRANSFER AGENT
- --------------------------------------------------------------------------------
The Chase Manhattan Bank, One Chase Plaza, New York, New York 10081 is the
Custodian of the Fund's assets. As Custodian, The Chase Manhattan Bank has
contracted with various foreign banks and depositaries to hold portfolio
securities of non-U.S. issues on behalf of the Fund. Any of the Fund's cash
balances with the Custodian in excess of $100,000 are unprotected by federal
deposit insurance. Such balances may, at times, be substantial.
Dean Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey
City, New Jersey 07311 is the Transfer Agent of the Fund's shares and Dividend
Disbursing Agent for payment of dividends and distributions of Fund shares and
Agent for shareholders under various investment plans described herein. Dean
Witter Trust Company is an affiliate of Dean Witter InterCapital Inc., the
Fund's Investment Manager, and Dean Witter Distributors Inc., the Fund's
Distributor. As Transfer Agent and Dividend Disbursing Agent, Dean Witter Trust
Company's responsibilities include maintaining shareholder accounts; disbursing
cash dividends and reinvesting dividends; processing account registration
changes; handling purchase and redemption transactions; mailing prospectuses and
reports; mailing and tabulating proxies; processing share certificate
transactions; and maintaining shareholder records and lists. For these services
Dean Witter Trust Company receives a per shareholder account fee from the Fund.
INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
Price Waterhouse, 1177 Avenue of the Americas, New York, New York 10036
serves as the independent accountants of the Fund. The independent accountants
are responsible for auditing the annual financial statements of the Fund.
DESCRIPTION OF SHARES OF THE FUND
- --------------------------------------------------------------------------------
All shares of beneficial interest of the Fund are of $0.01 par value and are
equal as to earnings, assets and voting privileges. There are no conversion,
preemptive or other subscription rights. In the event of liquidation, each share
of beneficial interest of the Fund is entitled to its portion of all the Fund's
assets after all debts and expenses have been paid. The shares do not have
cumulative voting rights.
The shareholders of the Fund are entitled to a full vote for each full share
held. All of the Trustees except Messrs. Bozic, Purcell and Schroeder have been
elected by the shareholders of the Fund. Messrs. Bozic, Purcell and Schroeder
have been elected by the other Trustees of the Fund. The Trustees themselves
have the power to alter the number and the terms of office of the Trustees, and
they may at any time lengthen their own terms or make their terms of unlimited
duration and appoint their own successors, provided that always at least a
majority of the Trustees has been elected by the shareholders of the Fund. Under
certain circumstances the Trustees may be removed by action of the Trustees. The
shareholders also have the right under certain circumstances to remove the
Trustees. The voting rights of shareholders are not cumulative, so that holders
of more than 50 percent of the shares voting can, if they choose, elect all
Trustees being selected, while the holders of the remaining shares would be
unable to elect any Trustees. The Fund is not required to hold Annual Meetings
of Shareholders.
The Declaration of Trust permits the Trustees to authorize the creation of
additional series of shares (the proceeds of which would be invested in
separate, independently managed portfolios) and additional classes of shares
within any series (which would be used to distinguish among the rights of
different categories of shareholders, as might be required by future regulations
or other unforeseen circumstances). However, the Trustees have not authorized
any such additional series or classes of shares.
The Declaration of Trust further provides that no Trustee, officer, employee
or agent of the Fund is liable to the Fund or to a shareholder, nor is any
Trustee, officer, employee or agent liable to any third persons in connection
with the affairs of the Fund, except as such liability may arise from his or its
own bad faith, willful misfeasance, gross negligence, or reckless disregard of
his duties. It also provides that
30
<PAGE>
all third persons shall look solely to the Fund's property for satisfaction of
claims arising in connection with the affairs of the Fund. With the exceptions
stated, the Declaration of Trust provides that a Trustee, officer, employee or
agent is entitled to be indemnified against all liability in connection with the
affairs of the Fund.
The Fund is authorized to issue an unlimited number of shares of beneficial
interest. The Fund shall be of unlimited duration subject to the provisions in
the Declaration of Trust concerning termination by action of the shareholders.
REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
The Fund will send to shareholders, at least semi-annually, reports showing
the Fund's portfolio and other information. An annual report, containing
financial statements audited by the independent accountants, will be sent to
shareholders each year. The Fund's fiscal year ends on March 31. The financial
statements of the Fund must be audited at least once a year by independent
accountants whose selection is made annually by the Fund's Board of Trustees.
LEGAL COUNSEL
- --------------------------------------------------------------------------------
Sheldon Curtis, Esq., who is an officer and the General Counsel of
InterCapital, is an officer and the General Counsel of the Fund.
EXPERTS
- --------------------------------------------------------------------------------
The financial statements of the Fund included in this Statement of
Additional Information and incorporated by reference in the Prospectus have been
so included and incorporated in reliance on the report of Price Waterhouse,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
REGISTRATION STATEMENT
- --------------------------------------------------------------------------------
This Statement of Additional Information and the Prospectus do not contain
all of the information set forth in the Registration Statement the Fund has
filed with the Securities and Exchange Commission. The complete Registration
Statement may be obtained from the Securities and Exchange Commission upon
payment of the fee prescribed by the rules and regulations of the Commission.
31
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
<CAPTION>
COMMON AND PREFERRED STOCKS, WARRANTS,
RIGHTS AND BONDS (82.3%)
<C> <S> <C>
ARGENTINA (0.4%)
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
55,000 Buenos Aires Embolladora
SA..................... $ 1,870,000
------------------
AUSTRALIA (1.7%)
APPLIANCES & HOUSEHOLD DURABLES
144,300 Email Ltd. .............. 500,571
------------------
BANKING
250,000 Australia & New Zealand
Banking Group Ltd. .... 832,200
------------------
BUILDING & CONSTRUCTION
250,000 Clyde Industries Ltd. ... 376,680
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
93,300 Foodland Associated
Ltd. .................. 385,769
120,000 Fosters Brewing Group
Ltd. .................. 100,916
------------------
486,685
------------------
INSURANCE
350,000 FAI Life Ltd. ........... 321,316
105,000 QBE Insurance Group
Ltd. .................. 388,524
------------------
709,840
------------------
MANUFACTURING
80,000 Simsmetal Ltd. .......... 378,432
------------------
METALS & MINING
100,000 Aberfoyle Ltd. .......... 311,856
25,000 Aberfoyle Ltd.
(Rights)*.............. 5,256
150,000 Ashton Mining Ltd. ...... 315,360
67,000 Broken Hill Proprietary
Co., Ltd. ............. 773,795
250,000 M.I.M. Holdings Ltd. .... 522,096
120,000 Newcrest Mining Ltd. .... 519,713
250,000 North Broken Hill Peko
Ltd. .................. 569,400
------------------
3,017,476
------------------
MULTI-INDUSTRY
100,000 Smith (Howard) Ltd. ..... 476,544
------------------
OIL & RELATED
100,000 Ampolex Ltd. ............ 283,824
150,000 Australia Gas & Light
Co. ................... 462,528
------------------
746,352
------------------
RETAIL STORES
300,000 Woolworths Ltd. ......... 655,949
------------------
TOTAL AUSTRALIA.......... 8,180,729
------------------
AUSTRIA (0.2%)
BUSINESS SERVICES
150,000 Fotex.................... 761,373
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
BRAZIL (1.8%)
INVESTMENT COMPANIES
1,000,000 Brazil Investment
Trust.................. $ 1,156,250
200,000 Brazil Investment Trust
(Warrants 9/30/07)*.... 137,000
2,000,000 South America Fund....... 7,100,000
400,000 South America Fund
(Warrants 8/19/96)*.... 688,001
------------------
9,081,251
------------------
CANADA (2.3%)
AUTOMOTIVE
20,000 Magna International Inc.
(Class A).............. 940,000
------------------
BANKING
40,000 Bank of Montreal......... 766,560
30,000 Bank of Nova Scotia...... 599,328
------------------
1,365,888
------------------
BUILDING & CONSTRUCTION
60,000 Ainsworth Lumber......... 694,244
------------------
FOREST PRODUCTS, PAPER & PACKAGING
30,000 Pacific Forest
Products............... 379,664
------------------
HEALTH & PERSONAL CARE
25,000 CCL Industries, Inc. .... 158,194
------------------
METALS & MINING
45,000 American Barrick
Resources Corp. ....... 1,141,875
------------------
MISCELLANEOUS
50,000 ATI Tech................. 610,175
------------------
NATURAL GAS
40,000 Canadian Natural
Resources.............. 549,609
80,000 Renaissance Energy....... 1,605,438
------------------
2,155,047
------------------
OIL & RELATED
25,000 Home Oil Co. ............ 309,375
30,000 Nowsco Well Service
Ltd. .................. 477,292
50,000 Suncor, Inc. ............ 1,102,835
------------------
1,889,502
------------------
RETAIL STORES
20,000 Hudson's Bay Company..... 426,671
------------------
TELECOMMUNICATIONS
30,000 BCE Mobile
Communications, Inc. .. 802,719
15,000 Newbridge Network
Corp. ................. 819,375
------------------
1,622,094
------------------
TOTAL CANADA............. 11,383,354
------------------
CHILE (1.0%)
CHEMICALS
17,000 Sociedad Quimica Minera
de Chile (ADR)+........ 505,750
------------------
</TABLE>
32
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
25,000 Compania De Cervecerias
Unidas (ADR)+.......... $ 571,875
------------------
TELECOMMUNICATIONS
40,000 Compania de Telefono de
Chile (ADR)+........... 3,570,000
------------------
TOTAL CHILE.............. 4,647,625
------------------
CHINA (0.4%)
INVESTMENT COMPANIES
200,000 China Fund............... 1,900,000
40,000 China Fund (Warrants
4/30/94)*.............. 4,800
------------------
1,904,800
------------------
DENMARK (0.6%)
BANKING
20,000 Den Danske Bank.......... 1,095,207
------------------
FINANCIAL SERVICES
30,000 Unidanmark............... 1,003,940
------------------
MULTI-INDUSTRY
10,000 Sophus Berendsen......... 880,729
------------------
TOTAL DENMARK............ 2,979,876
------------------
FINLAND (2.0%)
ELECTRONICS
33,000 Nokia Oy (Preferred)..... 2,385,571
------------------
FINANCIAL SERVICES
150,000 Kansallis--Osake......... 312,952
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
19,000 Cultor Oy (Series "2")... 469,428
20,000 Huhtamaki Oy (Series
"1")................... 713,750
------------------
1,183,178
------------------
FOREST PRODUCTS, PAPER & PACKAGING
128,000 Enso--Gutzeit............ 883,146
39,000 Kymmene Corp. ........... 820,812
22,000 Metsa Seria Oy (Series
"B" Free).............. 801,229
52,000 Repola................... 875,534
------------------
3,380,721
------------------
METALS & MINING
100,000 Outokumpu Oy............. 1,570,249
------------------
MULTI-INDUSTRY
23,000 American Group........... 530,371
23,000 American Group (Sub
Rights)*............... 25,677
25,500 Valmet (A shares)........ 457,349
------------------
1,013,397
------------------
TOTAL FINLAND............ 9,846,068
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FRANCE (2.9%)
AUTOMOTIVE
22,600 Michelin (B shares)...... $ 987,479
FRF 3,026M Michelin France 2.5% due
1/01/01................ 146,314
FRF 3,500M Peugot 2.0% due 1/1/01... 616,615
4,050 Valeo.................... 947,567
------------------
2,697,975
------------------
BANKING
6,000 Paribas.................. 457,076
6,000 Paribas (Rights)*........ 2,102
------------------
459,178
------------------
BUILDING & CONSTRUCTION
4,950 CIE Saint Gobain......... 570,401
4,950 CIE Saint Gobain
(Rights)*.............. 8,321
9,350 Lafarge Copper........... 727,179
8,500 Lafarge Copper (Warrants
4/1/96)*............... 102,934
------------------
1,408,835
------------------
CHEMICALS
15,100 Rhone Poulenc (A
Shares)................ 373,388
------------------
ELECTRIC UTILITIES
1,714 Eaux (Cie Generale Des).. 781,329
------------------
ELECTRICAL EQUIPMENT
10,000 Alcatel Alsthom.......... 1,169,836
------------------
FINANCIAL SERVICES
6,250 Compagnie Bancaire SA.... 611,844
22,172 Credit Commercial de
France................. 954,411
8,272 Credit Commercial de
France (Warrants
6/30/96)*.............. 43,459
4,850 Docks de France.......... 610,688
------------------
2,220,402
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
3,000 Eridania Beghin.......... 496,480
4,250 LVMH Moet Hennessey...... 627,430
------------------
1,123,910
------------------
INSURANCE
2,800 AXA Midi Assurances...... 647,753
5,500 Societe Centrale des
Assurances Generales de
France................. 541,312
------------------
1,189,065
------------------
MACHINERY
5,150 Sidel.................... 735,044
------------------
MANUFACTURING
15,000 Carnaudmetalbox.......... 501,733
9,600 Pechiney International... 324,473
------------------
826,206
------------------
</TABLE>
33
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
MISCELLANEOUS
1,400 De Dietrich Et
Compagnie.............. $ 647,263
------------------
OIL & RELATED
5,800 Elf--Aquitaine........... 378,561
------------------
PHARMACEUTICAL
4,400 Roussel--Uclaf........... 489,300
------------------
TOTAL FRANCE............. 14,500,292
------------------
GERMANY (0.7%)
HEALTH & PERSONAL CARE
750 Rhoen--Klinikum AG--
Vorzugsakt
(Preferred)............ 412,655
------------------
MACHINERY
1,750 Babcock--BSH AG.......... 335,955
1,650 Mannesmann AG............ 410,995
------------------
746,950
------------------
MANUFACTURING
900 Buderus Dem.............. 345,554
------------------
PHARMACEUTICALS
1,200 Altana AG................ 434,185
240 Altana AG (New shares)... 84,970
------------------
519,155
------------------
TEXTILES
600 Hugo Boss (Preferred).... 359,189
------------------
TRANSPORTATION
7,500 Lufthansa................ 915,017
------------------
TOTAL GERMANY............ 3,298,520
------------------
HONG KONG (5.3%)
BANKING
311,000 Guoco Group.............. 1,378,421
300,000 Hong Kong & Shanghai Bank
Holdings PLC........... 3,377,548
------------------
4,755,969
------------------
BUSINESS SERVICES
6,000,000 First Pacific Co. ....... 2,523,455
------------------
ELECTRIC UTILITIES
100,000 China Light & Power...... 514,396
900,000 Hong Kong Electric
Holdings Ltd. ......... 2,480,751
------------------
2,995,147
------------------
ELECTRONICS
2,858,000 Alco Holdings Ltd. ...... 878,388
496,000 Alco Holdings Ltd.
(Warrants 11/30/95)*... 75,739
3,120,000 Benelux International,
Inc. .................. 561,216
2,200,000 Kosonic International
Holdings............... 313,169
843,750 Starlight International
Holdings............... 226,565
5,000,000 Techtronic Industries
Co. ................... 905,856
5,000,000 Truly International...... 1,177,613
------------------
4,138,546
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FINANCIAL SERVICES
US$ 1,000M Henderson Capital Ltd.
4.0% due
10/27/96-144A**........ $ 960,000
------------------
INTERNATIONAL TRADE
2,554,000 Linkful International.... 522,203
330,000 Linkful International
(Warrants 3/31/96)*.... 33,736
------------------
555,939
------------------
INVESTMENT COMPANIES
380,000 Cathay Clemente Holdings
Ltd.*.................. 422,905
96,000 Cathay Clemente Holdings
Ltd. (Warrants
9/30/95)*.............. 16,150
------------------
439,055
------------------
MACHINERY
1,400,000 Lung Kee (Bermuda)
Holdings*.............. 380,459
------------------
MISCELLANEOUS
5,000,000 Ankor Group Ltd. ........ 659,981
------------------
MULTI-INDUSTRY
US$ 625M Guangdong Investment Ltd.
4.5% due
10/7/98-144A**......... 815,625
------------------
REAL ESTATE
200,000 Cheung Kong Holdings
Ltd. .................. 1,022,323
850,000 Hong Kong Land Holdings
Ltd. .................. 2,485,927
300,000 Sun Hung Kai Properties
Ltd. .................. 2,057,586
660,000 Tai Cheung Holdings...... 956,584
------------------
6,522,420
------------------
RETAIL STORES
1,000,000 Dairy Farm International
Ltd. .................. 1,514,073
------------------
TOTAL HONG KONG.......... 26,260,669
------------------
INDIA (0.6%)
INVESTMENT COMPANIES
50,000 India Magnum Fund
(A Shares)*............ 2,762,500
------------------
INDONESIA (1.5%)
AUTOMOTIVE
350,000 PT Gadjah Tunggal........ 568,709
------------------
BANKING
200,000 PT Bank Bali............. 668,524
200,000 PT Bank International
Indonesia.............. 631,383
40,000 PT Bank International
Indonesia (Rights)*.... 51,996
------------------
1,351,903
------------------
COMPUTER SERVICES
500,500 PT Multipolar Corp. ..... 441,481
------------------
</TABLE>
34
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
ELECTRIC UTILITIES
100,000 PT Kabelmetal Indonesia.. $ 330,153
60,000 PT Kabelmetal Indonesia
(Local)................ 238,092
------------------
568,245
------------------
FOREST PRODUCTS, PAPER & PACKAGING
180,000 PT Barito Pacific
Timber................. 956,825
US$ 500M PT Tjiwi Kimia 0% due
3/26/97 (Conv.)........ 625,000
------------------
1,581,825
------------------
MISCELLANEOUS
150,000 Smart Corp.*............. 374,304
------------------
MULTI-INDUSTRY
65,000 PT Sinar Multi Purpose
Holdings*.............. 162,198
------------------
REAL ESTATE
500,000 PT Dharmala Intiland..... 864,670
250,000 PT Duta Anggada.......... 676,068
92,000 PT Lippo Land
Development............ 316,064
------------------
1,856,802
------------------
TEXTILES
600,000 PT Great River Garment
Industries............. 724,234
------------------
TOTAL INDONESIA.......... 7,629,701
------------------
IRELAND (0.8%)
FINANCIAL SERVICES
250,000 Allied Irish Bank PLC.... 901,215
1,250,000 Anglo Irish Bank Corp.
PLC* .................. 992,410
250,000 Bank of Ireland.......... 929,825
------------------
2,823,450
------------------
MISCELLANEOUS
180,000 CRH...................... 996,486
------------------
TOTAL IRELAND............ 3,819,936
------------------
ITALY (2.0%)
APPLIANCES & HOUSEHOLD DURABLES
240,000 Merloni Electro
Domestici.............. 874,079
------------------
AUTOMOTIVE
330,666 Fiat SPA................. 1,145,094
90,666 Fiat SPA (Warrants
12/31/94)*............. 127,870
290,000 Pirelli SPA.............. 488,931
------------------
1,761,895
------------------
BUILDING MATERIALS
159,000 Italcementi Fabbriche
Riunit................. 1,417,360
------------------
COMPUTER SERVICES
500,000 Ollivetti................ 817,281
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
INSURANCE
33,937 Alleanza Assicur......... $ 376,260
45,300 Assic Generali........... 1,194,579
60,000 Fondiaria................ 491,075
22,000 Ras Di Risp.............. 218,910
------------------
2,280,824
------------------
MANUFACTURING
77,000 Sasib SPA................ 440,061
------------------
TELECOMMUNICATIONS
364,000 SIP...................... 1,074,978
290,000 STET SPA................. 1,029,235
------------------
2,104,213
------------------
TOTAL ITALY.............. 9,695,713
------------------
JAPAN (16.2%)
AUTOMOTIVE
80,000 Honda Motor Co. Ltd. .... 1,286,550
250,000 Mitsubishi Motors........ 2,093,080
------------------
3,379,630
------------------
BANKING
US$500,000M International Bank for
Reconstruction &
Development, 7.25% due
4/27/95................ 5,131,579
105,000 The Joyo Bank Ltd. ...... 799,269
60,000 The Shizuoka Bank Ltd. .. 736,842
------------------
6,667,690
------------------
BUILDING & CONSTRUCTION
21,000 Kawagishi Bridge Works
Co. Ltd. .............. 261,988
55,000 Japan Foundation
Engineering Co. Ltd. .. 1,313,353
150,000 Tohoku Telecom
Construction........... 2,046,783
44,000 Wesco, Inc. ............. 1,698,246
44,000 Yokogawa Construction
Co. ................... 1,213,646
------------------
6,534,016
------------------
BUSINESS SERVICES
120,000 Dai Nippon Printing Co.
Ltd. .................. 2,070,175
------------------
CHEMICALS
120,000 Asahi Organic Chemicals
Industry Co. Ltd. ..... 1,005,847
95,000 Nippon Shokubai Co. ..... 916,667
100,000 Riken Vinyl Industry
Co. ................... 1,052,632
------------------
2,975,146
------------------
COMPUTER SERVICES
50,000 CSK Corp. ............... 1,427,875
40,000 Hitachi Software Engineer
Co. ................... 1,118,909
------------------
2,546,784
------------------
ELECTRIC UTILITIES
20,000 Chubu Electric Power Co.,
Inc. .................. 530,214
------------------
</TABLE>
35
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
ELECTRICAL EQUIPMENT
100,000 Nichicon Corp. .......... $ 1,413,255
100,000 Nitto Denko Co. ......... 1,354,776
70,000 Sumitomo Electric........ 1,023,392
------------------
3,791,423
------------------
ELECTRONICS
120,000 Casio Computer Co.
Ltd. .................. 1,485,380
35,000 Fanuc Ltd. .............. 1,412,281
25,000 Fujitsu Business System.. 813,840
60,000 Fujitsu Kiden............ 900,585
13,600 Mabuchi Motor Co. Ltd. .. 978,246
200,000 NEC Corp. ............... 2,066,277
40,000 Rohm Co. Ltd. ........... 1,516,569
35,000 Ryoyo Electronic Corp. .. 975,634
6,000 Samsung Electronics
(GDS)++*............... 267,000
------------------
10,415,812
------------------
FINANCIAL SERVICES
40,000 Acorn Company Ltd. ...... 2,276,803
100,000 Hitachi Credit Corp. .... 1,764,132
80,000 Kokusai Securities
Company................ 1,520,468
70,000 Nomura Securities Co.
Ltd. .................. 1,466,862
------------------
7,028,265
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
100,000 Fuji Oil................. 907,407
44,000 House Food Industry...... 956,335
45,000 Skylark.................. 1,162,280
60,000 Yamazaki Baking Co.
Ltd. .................. 1,233,919
------------------
4,259,941
------------------
FOREST PRODUCTS, PAPER & PACKAGING
150,000 New Oji Paper Co. Ltd. .. 1,419,591
------------------
HEALTH & PERSONAL CARE
60,000 Japan Medical Products... 549,708
------------------
INSURANCE
100,000 Dai - Tokyo Fire & Marine
Insurance Co. Ltd. .... 720,273
------------------
INTERNATIONAL TRADE
200,000 Mitsui & Co. ............ 1,446,394
------------------
LEISURE
50,000 Fuji Photo Film.......... 1,115,984
------------------
MACHINERY
50,000 Fuji Machine Manufacture
Co. ................... 1,315,789
150,000 Furukawa Co. Ltd. ....... 804,094
100,000 Komatsu Ltd. ............ 877,192
250,000 Mitsubishi Heavy
Industries Ltd. ....... 1,586,258
80,000 Miura.................... 1,348,928
------------------
5,932,261
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
MANUFACTURING
160,000 Descente................. $ 969,980
50,000 Tenma.................... 1,510,721
100,000 Tokyo Style.............. 1,695,907
------------------
4,176,608
------------------
METALS & MINING
80,000 Toa Steel Co. Ltd. ...... 570,760
100,000 Tokyo Tekko Co. Ltd. .... 935,672
160,000 Yodogawa Steel Works
Ltd. .................. 1,152,437
------------------
2,658,869
------------------
PHARMACEUTICALS
80,000 Eisai Co. Ltd. .......... 1,380,117
66,000 Santen Pharmaceutical.... 1,814,035
80,000 Tsumura & Co. ........... 1,380,117
------------------
4,574,269
------------------
REAL ESTATE
100,000 Sumitomo Realty &
Development............ 643,275
------------------
RETAIL STORES
16,500 Family Mart Co. Ltd. .... 977,777
44,000 Shimamura Co. Ltd. ...... 2,187,135
------------------
3,164,912
------------------
TELECOMMUNICATIONS
15,000 KDD...................... 1,739,766
------------------
TRANSPORTATION
150,000 Yamato Transport Co.
Ltd. .................. 1,812,865
------------------
TOTAL JAPAN.............. 80,153,871
------------------
KOREA (1.1%)
AUTOMOTIVE
22,400 Asia Motors Company
Inc. .................. 394,806
32,296 Kia Motors Corp.
(GDS)++................ 807,400
------------------
1,202,206
------------------
BANKING
18,000 The Kyong Nam Bank....... 236,402
------------------
BUILDING & CONSTRUCTION
6,000 Hanil Development Co. ... 118,201
------------------
ELECTRONICS
9,540 Anam Electronics Co. .... 209,216
US$ 300M Daewoo Electronics 2.25%
due 12/31/08 (Conv.)... 337,500
10,300 Daewoo Telecom Co. ...... 188,874
3,000 Nam Sung Corp. Ltd. ..... 56,126
------------------
791,716
------------------
FINANCIAL SERVICES
1,030 Daewoo Securities Co. ... 36,499
1,030 Ssangyong Investment &
Securities Co. Ltd. ... 28,459
4,000 Yu Hwa Securities Co. ... 77,809
------------------
142,767
------------------
</TABLE>
36
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
1,450 Daehan Flour Mills Co. .. $ 66,832
------------------
INTERNATIONAL TRADE
US$ 400M Kolon International 1.0%
due 12/31/08 (Conv.)... 448,000
------------------
INVESTMENT COMPANIES
200,000 Clemente Korea Emerging
Growth Fund*........... 2,300,000
------------------
MACHINERY
200 Samsung Heavy
Equipment*............. 10,209
------------------
MANUFACTURING
3,090 Daewoo Electric
Components Co. ........ 54,748
------------------
RETAIL STORES
1,000 Midopa Co. .............. 19,204
272 Midopa Co. (Rights)*..... 1,517
------------------
20,721
------------------
TOTAL KOREA.............. 5,391,802
------------------
MALAYSIA (3.3%)
APPLIANCES & HOUSEHOLD DURABLES
100,000 Kanzen Berhad............ 195,604
------------------
AUTOMOTIVE
50,000 Kumpulan Belton.......... 97,802
------------------
BUILDING AND CONSTRUCTION
85,000 Gamuda Berhad............ 278,687
160,000 Golden Plus Holding
Berhad................. 414,306
53,333 Golden Plus Holding
Berhad (Rights)*....... 39,545
50,000 Hume Industries.......... 158,345
58,000 Land & General........... 188,003
250,000 Pilecon Engineering
Berhad................. 357,675
100,000 United Engineers Berhad.. 391,207
50,000 United Engineers Berhad
(Rights)*.............. 3,726
------------------
1,831,494
------------------
BUILDING MATERIALS
170,000 Kim Hin Industries....... 943,740
------------------
CONGLOMERATES
200,000 Berjaya Industrial
Berhad................. 178,092
180,000 Renong Berhad............ 226,677
------------------
404,769
------------------
ELECTRIC UTILITIES
100,000 Technology Resources
Berhad................. 450,820
------------------
ELECTRICAL EQUIPMENT
130,000 Leader Universal Holdings
Berhad................. 571,536
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FINANCIAL SERVICES
50,000 Hong Leong Credit
Berhad................. $ 353,949
175,000 Idris Hydraulic Berhad... 335,786
200,000 MBF Capital Berhad....... 179,583
------------------
869,318
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
134,000 Mah Sing Group Berhad.... 421,870
------------------
FOREST PRODUCTS, PAPER & PACKAGING
484,000 Aokam Perdana Berhad..... 4,688,525
167,000 Aokam Perdana (Sub
Rights)*............... 1,437,295
50,000 CHG Industries Berhad.... 143,443
215,000 Palmco Holdings Berhad... 216,281
------------------
6,485,544
------------------
LEISURE
225,000 Berjaya Sports........... 377,235
150,000 Faber Group Berhad....... 197,839
50,000 Landmarks Berhad......... 107,116
100,000 Tanjong PLC.............. 413,563
------------------
1,095,753
------------------
MANUFACTURING
70,000 Granite Industries
Berhad................. 185,171
150,000 Press Metal Berhad....... 363,264
------------------
548,435
------------------
MULTI-INDUSTRY
106,000 Advanced Synergy
Berhad................. 268,555
30,000 Ekran Berhad............. 204,546
40,000 Kelanamas Industries
Berhad (Warrants
2/7/99)*............... 34,277
30,000 Kelanamas Industries
Berhad................. 64,829
100,000 Mulpha International
Berhad................. 167,660
300,000 Multi-Purpose Holdings
Berhad................. 440,387
100,000 Time Engineering Berhad.. 285,022
------------------
1,465,276
------------------
PUBLISHING
28,000 Nanyang Press............ 62,072
40,000 Nanyang Press (Rights)*.. 21,758
------------------
83,830
------------------
REAL ESTATE
100,000 Lien Hoe Corp. Berhad.... 163,189
200,000 Malaysian Resource Corp.
Berhad................. 324,888
50,000 Talam Corp. Berhad....... 92,400
------------------
580,477
------------------
TOTAL MALAYSIA........... 16,046,268
------------------
</TABLE>
37
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
MEXICO (8.2%)
BANKING
180,000 Grupo Financiero
Banamex................ $ 1,081,074
100,000 Grupo Financiero Banamex
(Series C)............. 679,582
5,000 Grupo Financiero Banamex
(Series L)............. 32,861
15,000 Grupo Financiero
Bancomer............... 465,000
270,000 Grupo Financiero Bancomer
(B Shares)............. 298,569
40,000 Grupo Financiero Serfin
SA de C V (ADR)+....... 1,005,000
------------------
3,562,086
------------------
BUILDING & CONSTRUCTION
80,000 Cementos de Mexico (B
shares)................ 1,940,984
1,020,000 Grupo Cementos de
Chihuahua.............. 1,106,647
81,000 Ttolmex (B Shares)....... 1,021,251
------------------
4,068,882
------------------
CONGLOMERATES
200,000 Grupo Carso A2 NVO....... 1,871,833
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
900,000 Argos (B Shares)......... 1,904,620
30,000 Coca Cola FEMSA (ADR)+... 821,250
402,000 Emvasa (B Shares)........ 1,953,085
100,000 Gemex (B Shares)......... 1,508,197
1,300,000 Grupo Industrial Meseca
(B shares)............. 2,007,152
50,000 Modelo (C Shares)........ 1,013,413
------------------
9,207,717
------------------
FOREST PRODUCTS, PAPER & PACKAGING
60,000 Kimberly-Clark de Mexico
(A shares)............. 1,064,083
------------------
HEALTH & PERSONAL CARE
64,000 Nacional de Drogas
(Series B)............. 386,289
202,000 Nacional de Drogas
(Series L)............. 1,219,226
------------------
1,605,515
------------------
INVESTMENT COMPANIES
200,000 Baring Puma Fund Ltd. ... 6,600,000
------------------
METALS & MINING
800,000 Sidek (A Shares)......... 3,343,070
------------------
MISCELLANEOUS
355,000 Farmacias Benevide....... 1,989,269
240,000 Grupo Herdez............. 283,279
------------------
2,272,548
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
PHARMACEUTICALS
70,000 Grupo Casa Autrey SA de
CV (ADR)+.............. $ 1,785,000
------------------
REAL ESTATE
800,000 Grupo Situr (B Shares)... 2,050,671
------------------
RETAIL STORES
600,000 Cifra (C Shares)......... 1,541,580
------------------
TELECOMMUNICATIONS
24,000 Telefonos de Mexico
(ADR)+................. 1,446,000
------------------
TOTAL MEXICO............. 40,418,985
------------------
NETHERLANDS (0.8%)
APPLIANCES & HOUSEHOLD DURABLES
6,500 Atag Holdings NV......... 515,626
------------------
BUILDING & CONSTRUCTION
11,200 Hunter Douglas........... 456,157
------------------
BUSINESS SERVICES
9,200 Oce-Van Der Grinten NV... 398,211
------------------
ELECTRONICS
14,400 Philips Electronics...... 391,759
------------------
FINANCIAL SERVICES
15,500 International Nederlande
Group.................. 661,821
------------------
MULTI-INDUSTRY
6,500 Borsumij Wehry NV........ 539,158
------------------
PUBLISHING
3,000 Vnu-Ver Ned Uitgev Ver
Bezit.................. 285,098
6,900 Wolters Kluwer........... 407,763
------------------
692,861
------------------
TRANSPORTATION
21,000 KLM...................... 533,301
------------------
TOTAL NETHERLANDS........ 4,188,894
------------------
NORWAY (1.1%)
BUILDING & CONSTRUCTION
45,000 Bona Shipbuilding........ 433,025
------------------
HEALTH & PERSONAL CARE
46,000 Hafslund Nycomed (B
Shares)................ 834,708
16,000 Orkla Borregaard (A
Shares)................ 538,876
------------------
1,373,584
------------------
MACHINERY
30,000 Kvaerner (B shares)...... 1,517,650
------------------
OIL & RELATED
33,000 Norsk Hydro.............. 1,052,458
60,000 Saga Petroleum........... 610,360
------------------
1,662,818
------------------
</TABLE>
38
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
TRANSPORTATION
29,100 Bergesen Oy (A shares)... $ 624,051
------------------
TOTAL NORWAY............. 5,611,128
------------------
PANAMA (0.2%)
BANKING
30,000 Banco Latino Americano de
Export................. 1,117,500
------------------
PHILIPPINES (1.5%)
BANKING
60,000 Philippine National
Bank................... 1,171,533
------------------
CONGLOMERATES
62,100 Ayala Corp. ............. 745,200
------------------
ELECTRONICS
50,000 Manilla Electric Co. (B
shares)................ 857,665
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
150,000 San Miguel Corp. (Class
B)..................... 1,215,329
------------------
MANUFACTURING
250,000 Sime Darby Pilipinas,
Inc. .................. 547,445
------------------
TELECOMMUNICATIONS
30,000 Philippine Long
Distance............... 1,905,109
------------------
TRANSPORTATION
954,600 International Container
Terminal............... 1,080,022
------------------
TOTAL PHILIPPINES........ 7,522,303
------------------
PORTUGAL (1.7%)
BANKING
70,000 Banco Comercial
Portugues.............. 1,139,970
25,000 Banco Espirito Santo E
Comercial de Lisboa.... 500,000
40,000 Banco Portugues de
Altantico.............. 617,176
20,000 Banco Toha............... 419,913
25,000 Banco Totta & Acores..... 561,864
------------------
3,238,923
------------------
BUILDING & CONSTRUCTION
25,000 Soc Construction Soares
de Costa............... 480,349
------------------
COMMUNICATIONS EQUIPMENT
113,000 TVI Television........... 789,520
------------------
FINANCIAL SERVICES
30,000 Banco Portugues de
Investimento........... 664,629
21,000 Banco Portugues de
Investimento (RFD)*.... 447,755
------------------
1,112,384
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
3,200 Jeronimo Martin.......... $ 272,769
20,000 Sumolis Companhia
Industrial de Frutas E
Bebidas SA............. 315,575
18,000 Unicer-Uniao Cervejeira.. 628,821
------------------
1,217,165
------------------
MISCELLANEOUS
30,000 Journalgeste............. 515,284
90,000 Segur Imperip CIA........ 707,423
15,000 Sonae Industria E
Investimen............. 296,332
------------------
1,519,039
------------------
TRANSPORTATION
30,000 Estado Navarais de
Lisboa................. 160,524
------------------
TOTAL PORTUGAL........... 8,517,904
------------------
SINGAPORE (1.9%)
BANKING
37,500 Development Bank of
Singapore.............. 332,217
105,042 Overseas Chinese Banking
Corp. ................. 796,686
56,250 United Overseas Bank
Corp. Ltd. ............ 401,530
7,031 United Overseas Bank
Corp. Ltd. (Warrants
6/17/97)*.............. 25,767
------------------
1,556,200
------------------
BUILDING & CONSTRUCTION
50,000 Natsteel (Warrants
10/15/94)*............. 30,593
------------------
COMPUTER SERVICES
50,000 Aztech Systems Ltd. ..... 38,878
150,000 IPC Corp. ............... 128,107
------------------
166,985
------------------
CONGLOMERATES
219,000 AMCOL Holdings Ltd.
(Warrants 5/5/98)*..... 336,386
70,000 Keppel Corp. Ltd. ....... 428,298
57,500 Keppel Corp. Ltd. 1.5%
due 7/15/97 (Conv Loan
Stock)................. 58,636
------------------
823,320
------------------
ELECTRONICS
300,000 Goldtron Ltd. ........... 298,279
50,000 Goldtron Ltd. (Warrants
1995)*................. 35,373
------------------
333,652
------------------
</TABLE>
39
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
50,000 Asia Pacific Breweries... $ 513,065
60,000 Fraser and Neave Ltd. ... 642,447
10,000 Fraser and Neave Ltd.
(Warrants 5/27/98)*.... 47,802
------------------
1,203,314
------------------
LEISURE
140,000 Genting BHD ............. 1,347,355
------------------
MULTI-INDUSTRY
210,000 Acma Limited............. 1,217,973
50,000 Wearne Bros.............. 140,855
------------------
1,358,828
------------------
PUBLISHING
55,000 Singapore Press
Holdings............... 757,170
------------------
REAL ESTATE
570,000 DBS Land Ltd. (Warrants
4/26/95)*.............. 377,820
250,000 Hotel Properties Ltd. ... 326,641
62,500 Hotel Properties Ltd.
(Warrants 11/3/98)* ... 48,996
100,000 Mayalan Credit TSR....... 59,911
50,000 Parkway Holdings
(Warrants 7/11/96)*.... 60,229
350,000 United Overseas Land
(Warrants 6/9/97)*..... 178,458
------------------
1,052,055
------------------
RETAIL STORES
108,000 Transmarco............... 269,828
------------------
TRANSPORTATION
200,000 Far East--Levingston
(Warrants 9/29/94)*.... 210,325
40,000 Singapore International
Airline Ltd. .......... 288,082
------------------
498,407
------------------
TOTAL SINGAPORE.......... 9,397,707
------------------
SPAIN (2.5%)
BANKING
20,000 Banco Bilbao Vizcaya..... 461,876
4,000 Banco Popular Espanol.... 434,018
11,000 Banco de Santander SA.... 524,194
------------------
1,420,088
------------------
BUILDING & CONSTRUCTION
35,000 Aumar.................... 399,010
6,000 Cubiertas Y Mzov SA...... 512,463
8,300 Fomento De Construcciones
y Contratas SA......... 970,565
------------------
1,882,038
------------------
ELECTRIC UTILITIES
27,750 ENDESA................... 1,446,499
127,000 Iberdrola I.............. 924,568
------------------
2,371,067
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FINANCIAL SERVICES
23,300 Argentaria SA............ $ 983,930
40,000 Argentaria (ADR)+........ 845,000
------------------
1,828,930
------------------
FOREST PRODUCTS, PAPER & PACKAGING
100,000 Empresa Nacional de
Celulosas SA........... 1,524,927
------------------
OIL & RELATED
44,500 Repsol SA................ 1,391,440
------------------
STEEL
8,000 Acerinox SA.............. 746,627
------------------
TELECOMMUNICATIONS
82,400 Telefonica de Espana..... 1,005,836
------------------
TOTAL SPAIN.............. 12,170,953
------------------
SWEDEN (2.1%)
AUTOMOTIVE
6,700 Volvo (Ser. "B" Free).... 522,200
------------------
BANKING
225,000 Foreningsbanken.......... 471,475
145,000 Skandinaviska Enskilda
Banken................. 981,920
------------------
1,453,395
------------------
BUILDING & CONSTRUCTION
33,000 Euroc Industries (Series
"B" Free).............. 497,540
19,000 Celsius Industries Corp.
(B shares)............. 514,662
52,350 Svedala Industries
(Series "AB" Free)..... 1,117,032
------------------
2,129,234
------------------
ELECTRICAL EQUIPMENT
8,400 Asea (Series "A" Free)... 628,940
11,250 Ericsson Spa (Series "B"
Free).................. 484,412
SEK 87,500 Ericsson Spa 4.25% due
6/30/00 (Conv.)*....... 14,199
------------------
1,127,551
------------------
FOREST PRODUCTS, PAPER & PACKAGING
91,000 Munskjo.................. 668,562
10,990 Stora Kopparbergs (Series
"B" Free).............. 544,831
------------------
1,213,393
------------------
HEALTH & PERSONAL CARE
34,580 Astra (Series "A"
Free).................. 676,003
------------------
MACHINERY
32,500 Sandvik (Series "A"
Free).................. 456,781
------------------
</TABLE>
40
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
METALS & MINING
37,000 S.K.F. (Series "B"
Free).................. $ 661,854
60,000 Trellborg AB (Series "B"
Free).................. 693,797
------------------
1,355,651
------------------
MISCELLANEOUS
15,650 Branded Consumer
Products............... 193,962
35,400 Hogansa AB............... 425,171
------------------
619,133
------------------
RETAIL STORES
18,000 Hennes & Mauritz......... 781,959
------------------
TOTAL SWEDEN............. 10,335,300
------------------
SWITZERLAND (0.9%)
BANKING
1,350 CS Holding............... 598,532
------------------
FINANCIAL SERVICES
2,080 Swiss Bank Corp. ........ 599,049
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
1,000 S.M.H. AG................ 592,325
------------------
INSURANCE
911 Winterthur Versicherung
P.C.................... 438,149
------------------
MACHINERY
1,100 Elco Looser Holding AG... 624,245
------------------
PHARMACEUTICAL
200 Roche Holding AG......... 994,537
275 Sandoz................... 745,195
------------------
1,739,732
------------------
TOTAL SWITZERLAND........ 4,592,032
------------------
THAILAND (2.8%)
AUTOMOTIVE
146,500 Thai Stanley............. 755,155
------------------
BANKING
2,700,000 First Bangkok City Bank.. 1,819,983
400,000 Krungthai Bank Ltd. ..... 745,441
150,000 Siam Commercial Bank
Ltd. .................. 915,940
------------------
3,481,364
------------------
ELECTRONICS
140,000 Muramoto Electronic
Thailand............... 960,349
------------------
FINANCIAL SERVICES
25,000 Dhana Siam Finance....... 473,830
200,000 National Finance &
Securities Co. ........ 2,537,668
50,000 Union Asia Finance Co. .. 321,174
------------------
3,332,672
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
2,300 Sri Charoen Ltd. ........ $ 17,327
36,300 Srithai Superware Co.
Ltd. .................. 296,503
64,400 Thai President Food
Co. ................... 689,453
------------------
1,003,283
------------------
FOREST PRODUCTS, PAPER & PACKAGING
50,000 Thai Modern Plastic
Industry............... 257,732
------------------
MACHINERY
50,000 Compass East Industry
Co. ................... 733,545
104,000 Patkol Co. Ltd. ......... 255,670
------------------
989,215
------------------
REAL ESTATE
100,000 Bangkok Land Co. Ltd. ... 364,789
45,200 Kian Gwan Thai Co.
Ltd. .................. 181,015
50,000 Property Perfect Co.
Ltd. .................. 634,417
100,000 Raimon Land Co. Ltd. .... 574,941
100,000 Somprasong Land
Development Co. Ltd. .. 693,894
------------------
2,449,056
------------------
TELECOMMUNICATIONS
100,000 Telecom Asia Corp.*...... 360,825
20,000 Telecom Asia Corp.
(Local)*............... 72,165
------------------
432,990
------------------
TOTAL THAILAND........... 13,661,816
------------------
UNITED KINGDOM (4.7%)
APPLIANCES & HOUSEHOLD DURABLES
130,000 MFI Furniture, PLC....... 308,568
------------------
AUTOMOTIVE
125,000 Rolls Royce, PLC*........ 336,569
------------------
BANKING
110,000 Abbey National, PLC...... 759,626
70,000 Barclays Bank, PLC....... 544,147
25,000 Warburg (SG) Capital..... 280,753
------------------
1,584,526
------------------
BUILDING & CONSTRUCTION
42,000 Meyer International...... 302,812
50,000 Williams Holdings, PLC... 287,799
48,000 Wilson Bowden, PLC....... 352,479
167,500 Wimpey (George), PLC*.... 464,670
------------------
1,407,760
------------------
BUSINESS SERVICES
130,000 WPP Group, PLC........... 217,926
------------------
ELECTRIC UTILITIES
41,000 South Wales Electric..... 424,548
------------------
FINANCIAL SERVICES
50,000 HSBC Holdings, PLC....... 548,154
------------------
</TABLE>
41
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
61,725 BAT Industries, PLC...... $ 419,386
110,000 Boddington Group......... 424,281
60,000 Grand Metropolitan....... 402,325
129,000 Vaux Group, PLC.......... 551,150
------------------
1,797,142
------------------
INSURANCE
70,442 Commercial Union, PLC.... 597,744
64,000 Heath (C.E.) PLC......... 357,938
100,000 Prudential Corp., PLC.... 451,726
85,000 Royal Insurance, PLC..... 342,986
------------------
1,750,394
------------------
INVESTMENT COMPANIES
170,000 Electra Investment--
Closed End Funds....... 759,106
350,000 NB Smaller Company's
Trust.................. 716,530
1,200,000 The Throghmorton Trust... 1,424,160
220,000 TR Smaller Company's
Trust.................. 649,477
------------------
3,549,273
------------------
LEISURE
100,000 Rank Organization........ 574,114
150,000 Tomkins, PLC............. 547,412
------------------
1,121,526
------------------
MACHINERY
200,000 Meggitt Holdings, PLC.... 311,535
------------------
MANUFACTURING
80,000 TI Group, PLC............ 467,599
------------------
METALS & MINING
30,000 RTZ Corp. ............... 365,832
------------------
MISCELLANEOUS
100,000 Beazer Homes, PLC........ 237,360
------------------
MULTI-INDUSTRY
70,000 BTR, PLC................. 374,361
5,266 BTR, PLC (Warrants
5/15/96)*.............. 8,632
3,466 BTR, PLC (Warrants
12/26/97)*............. 5,785
2,680 BTR, PLC (Warrants
11/26/98)*............. 2,306
150,000 Hanson Trust, PLC........ 600,261
75,000 Inchcape, PLC............ 573,002
------------------
1,564,347
------------------
NATURAL GAS
120,000 British Gas, PLC......... 536,730
------------------
OIL & RELATED
120,000 British Petroleum Co.,
PLC.................... 621,290
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
PHARMACEUTICAL
60,000 Glaxo Holdings........... $ 534,060
45,000 Smithkline Beecham (Class
A)..................... 248,671
22,000 Zeneca Group, PLC........ 236,618
------------------
1,019,349
------------------
PUBLISHING
70,000 EMAP, PLC................ 442,378
40,000 Reed International, PLC.. 492,522
20,000 Reuters Holdings, PLC.... 581,534
------------------
1,516,434
------------------
RETAIL STORES
620,000 Asda Group, PLC.......... 533,466
250,000 Sears, PLC............... 424,653
95,000 Storehouse, PLC.......... 318,507
------------------
1,276,626
------------------
TELECOMMUNICATIONS
115,000 British Telecom, PLC..... 669,614
10,100 British Telecom, PLC
(Partial Paid
Shares)*............... 41,130
------------------
710,744
------------------
TEXTILES
142,489 Coats Viyella, PLC....... 483,009
------------------
TRANSPORTATION
50,000 British Airways, PLC..... 300,037
30,000 Eurotunnel, PLC.......... 229,200
187,500 National Freight
Corp.* ................ 636,979
------------------
1,166,216
------------------
TOTAL UNITED KINGDOM..... 23,323,457
------------------
UNITED STATES (9.1%)
APPLIANCES & HOUSEHOLD DURABLES
20,000 Whirlpool Corp........... 1,215,000
------------------
BROADCAST MEDIA
2,030 Capital Cities - ABC,
Inc.................... 1,388,520
51,000 Scandinavia Broadcast
Systems................ 1,249,500
28,000 Turner Broadcasting
Systems (Class B)...... 581,000
11,900 Viacom, Inc. (Class A)... 370,388
------------------
3,589,408
------------------
CHEMICALS
40,000 Williams Companies....... 960,000
------------------
COMMUNICATIONS EQUIPMENT
25,000 Cisco Systems, Inc....... 850,000
------------------
COMPUTER SERVICES
50,000 EMC Corp................. 993,750
38,043 Oracle Systems Corp.*.... 1,217,376
19,000 Parametric Technology
Corp................... 517,750
60,000 Silicon Graphics, Inc.... 1,432,500
23,500 Sybase, Inc.............. 1,057,500
------------------
5,218,876
------------------
</TABLE>
42
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
ELECTRIC UTILITIES
75,000 AES China Generating
(Class A).............. $ 918,750
30,000 Compania Boliviana
Energia................ 660,000
8,900 General Electric......... 886,663
------------------
2,465,413
------------------
ELECTRONICS
22,100 Applied Materials........ 983,450
22,839 Intel Corp............... 1,535,923
30,000 LAM Research Corp........ 930,000
23,000 Maxim Integrated
Products............... 1,155,750
17,000 Motorola, Inc............ 1,721,250
15,000 Texas Instruments,
Inc.................... 1,158,750
------------------
7,485,123
------------------
FINANCIAL SERVICES
20,375 CUC International,
Inc.................... 641,813
------------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD
PRODUCTS
15,000 Panamerican Beverage, Inc
(Class A).............. 519,375
------------------
HEALTH & PERSONAL CARE
22,000 Columbia HCA Healthcare
Corp................... 885,500
100,000 Humana................... 1,862,500
30,000 National Medical
Enterprise............. 483,750
------------------
3,231,750
------------------
HOTELS/MOTELS
15,000 Hilton Hotels Corp. ..... 855,000
50,000 Marriott International,
Inc.................... 1,406,250
14,000 Promus Cos, Inc.......... 551,250
------------------
2,812,500
------------------
LEISURE
40,000 Callaway Golf Co. ....... 1,295,000
15,000 President Riverboat
Casinos................ 247,500
------------------
1,542,500
------------------
MACHINERY
10,000 Caterpillar, Inc......... 1,123,750
25,000 Varity Corp.............. 1,046,875
------------------
2,170,625
------------------
METALS & MINING
22,000 Nucor.................... 1,333,750
------------------
OIL & RELATED
21,400 Burlington Resources,
Inc.................... 909,500
8,000 Chevron Corp............. 674,000
------------------
1,583,500
------------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
PUBLISHING
20,000 Time Warner, Inc......... $ 775,000
------------------
RAILROAD EQUIPMENT
25,000 Trinity Industries,
Inc.................... 950,000
------------------
RETAIL STORES
22,500 Heilig - Meyers.......... 697,500
15,000 Penney (J.C.)............ 793,125
40,000 Wal-Mart Stores, Inc..... 1,035,000
------------------
2,525,625
------------------
TELECOMMUNICATIONS
10,000 American Telephone &
Telegraph Co........... 512,500
14,200 Comcast (Class A)........ 255,600
7,100 Comcast Special (Class
A)..................... 125,139
15,000 DSC Communications....... 753,750
46,372 Millicom International
Cellular SA............ 1,078,157
------------------
2,725,146
------------------
TRANSPORTATION
20,000 Airborne Freight Corp.... 695,000
10,000 CSX Corp................. 820,000
15,000 Federal Express.......... 1,003,125
------------------
2,518,125
------------------
TOTAL UNITED STATES...... 45,113,529
------------------
TOTAL COMMON AND
PREFERRED STOCKS,
WARRANTS, RIGHTS, AND
BONDS (IDENTIFIED COST
$347,406,574)........... 406,185,856
------------------
GOVERNMENT OBLIGATIONS(A) (1.6%)
MEXICO (1.6%)
MXP 3,949M Cetes 9.25% due
04/07/94............... 1,175,323
MXP 3,336M Cetes 10.00% due
05/04/94............... 985,446
MXP 19,436M Cetes 9.81% due
05/12/94............... 5,729,346
------------------
TOTAL GOVERNMENT OBLIGATIONS
(AMORTIZED COST $7,890,115)............... 7,890,115
------------------
</TABLE>
43
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
COMMERCIAL PAPER (A) (9.7%)
UNITED STATES (9.7%)
AUTOMOTIVE FINANCE
$15,000M Ford Motor Credit Corp
3.58% due 4/4/94....... $ 14,995,525
------------------
FINANCE--ENERGY
$12,800M Chevron Oil Finance Corp.
3.55% due 4/5/94....... 12,794,951
$20,000M Exxon Credit Corp. 3.25%
due 4/6/94............. 19,990,972
------------------
32,785,923
------------------
TOTAL COMMERCIAL PAPER
(AMORTIZED COST
$47,781,448)............ 47,781,448
------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- ---------------- ------------------
<C> <S> <C>
TOTAL INVESTMENTS (IDENTIFIED
COST $403,078,137)(B)........ 93.6% $ 461,857,419
CASH AND OTHER ASSETS IN
EXCESS OF LIABILITIES........ 6.4 31,711,070
---------- -------------
NET ASSETS.................... 100.0% $ 493,568,489
---------- -------------
---------- -------------
<FN>
- ----------------------------------
* Non-income producing security
** Resale is restricted to qualified institutional investors.
+ American Depository Receipt
++ Global Depository Share
(a) Securities were purchased on a discount basis. The rates shown have been
adjusted to reflect a bond equivalent yield.
(b) The aggregate cost for federal income tax purposes is $407,939,673; the
aggregate gross unrealized appreciation is $69,303,557 and the aggregate
gross unrealized depreciation is $15,385,811, resulting in net unrealized
appreciation of $53,917,746.
</TABLE>
FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT MARCH 31, 1994:
<TABLE>
<CAPTION>
UNREALIZED
CONTRACTS IN EXCHANGE DELIVERY APPRECIATION/
TO DELIVER FOR DATE (DEPRECIATION)
- ----------------- ----------------- --------- ---------------
<S> <C> <C> <C>
SGD 540,957 US$ 344,228 4/ 4/94 $ (548)
US$ 205,369 MYR 559,016 4/ 4/94 2,908
AUD 38,497 US$ 26,399 4/ 5/94 (580)
GBP 11,295 US$ 16,680 4/ 5/94 (77)
IDR 546,310,424 US$ 253,273 4/ 5/94 (353)
US$ 138,221 GBP 93,500 4/ 5/94 486
US$ 610,936 HKD 4,717,648 4/ 6/94 (435)
US$ 466,166 FIM 2,562,750 4/ 6/94 2,850
US$ 980,798 ESP 132,800,000 4/ 7/94 (7,191)
US$ 271,544 NLG 507,000 4/ 7/94 (1,619)
---------------
Net Unrealized
Depreciation* .............. $ (4,559)
---------------
---------------
</TABLE>
- ----------------------------------
*Includes aggregate gross, unrealized appreciation of $6,244 and aggregate gross
unrealized depreciation of $10,803, resulting in net unrealized depreciation of
$4,559.
SEE NOTES TO FINANCIAL STATEMENTS
44
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
SUMMARY OF INVESTMENTS BY INDUSTRY CLASSIFICATION MARCH 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT OF
INDUSTRY VALUE NET ASSETS
- ------------------------------------------------------------------------------------- ------------- ---------------
<S> <C> <C>
Appliances & Household Durables...................................................... $ 3,609,448 0.7%
Automotive........................................................................... 12,262,141 2.5
Automotive Finance................................................................... 14,995,525 3.0
Banking.............................................................................. 35,948,584 7.3
Broadcast Media...................................................................... 3,589,408 0.7
Building Materials................................................................... 2,361,100 0.5
Building & Construction.............................................................. 21,851,508 4.4
Business Services.................................................................... 5,971,140 1.2
Chemicals............................................................................ 4,814,284 1.0
Communications Equipment............................................................. 1,639,520 0.3
Computer Services.................................................................... 9,191,407 1.9
Conglomerates........................................................................ 3,845,122 0.8
Electric Utilities................................................................... 10,586,783 2.1
Electrical Equipment................................................................. 6,660,346 1.3
Electronics.......................................................................... 27,760,193 5.6
Finance-Energy....................................................................... 32,785,923 6.6
Financial Services................................................................... 24,085,917 4.9
Food, Beverage, Tobacco & Household Products......................................... 26,739,941 5.4
Forest Products, Paper & Packaging................................................... 17,307,480 3.5
Government Obligations............................................................... 7,890,115 1.6
Health & Personal Care............................................................... 8,007,409 1.6
Hotels/Motels........................................................................ 2,812,500 0.6
Insurance............................................................................ 7,088,545 1.4
International Trade.................................................................. 2,450,333 0.5
Investment Companies................................................................. 26,636,879 5.4
Leisure.............................................................................. 6,223,118 1.3
Machinery............................................................................ 13,874,974 2.8
Manufacturing........................................................................ 7,785,088 1.6
Metals & Mining...................................................................... 14,786,772 3.0
Miscellaneous........................................................................ 7,936,289 1.6
Multi-Industry....................................................................... 8,276,102 1.7
Natural Gas.......................................................................... 2,691,777 0.5
Oil & Related........................................................................ 8,273,463 1.7
Pharmaceutical....................................................................... 10,126,805 2.1
Publishing........................................................................... 3,825,295 0.8
Railroad Equipment................................................................... 950,000 0.2
Real Estate.......................................................................... 15,154,756 3.1
Retail Stores........................................................................ 12,177,944 2.5
Steel................................................................................ 746,627 0.2
Telecommunications................................................................... 17,261,898 3.5
Textiles............................................................................. 1,566,432 0.3
Transportation....................................................................... 9,308,528 1.9
------------- -----
$ 461,857,419 93.6%
------------- -----
------------- -----
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF INVESTMENTS BY TYPE MARCH 31, 1994
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
<CAPTION>
TYPE OF INVESTMENT
- --------------------------------------------------------------------
<S> <C> <C>
Bonds............................................................... $ 9,094,832 1.9%
Common Stocks....................................................... 389,703,978 79.0
Government Obligations.............................................. 7,890,115 1.6
Preferred Stocks.................................................... 3,157,415 0.6
Rights.............................................................. 1,597,193 0.3
Short-Term Investments.............................................. 47,781,448 9.7
Warrants............................................................ 2,632,438 0.5
----------- -----
$461,857,419 93.6%
----------- -----
----------- -----
</TABLE>
45
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Investments in securities, at value
(identified cost $403,078,137) (Note
1)...................................... $ 461,857,419
Cash (including $2,082,696 in foreign
currency)............................... 26,315,096
Receivable for:
Investments sold (Note 4).............. 8,252,641
Shares of beneficial interest sold..... 4,377,208
Dividends.............................. 497,091
Interest............................... 484,709
Foreign withholding taxes reclaimed.... 184,946
Prepaid expenses and other assets........ 4,394
-------------
TOTAL ASSETS....................... 501,973,504
-------------
LIABILITIES:
Payable for:
Investments purchased.................. 5,701,688
Shares of beneficial interest
repurchased........................... 1,478,175
Plan of distribution fee (Note 3)...... 388,270
Investment management fee (Note 2)..... 418,406
Accrued expenses (Note 4)................ 418,476
-------------
TOTAL LIABILITIES.................. 8,405,015
-------------
NET ASSETS:
Paid-in-capital.......................... 426,670,260
Distributions in excess of net investment
income.................................. (4,872,130)
Accumulated undistributed net realized
gains................................... 12,955,871
Net unrealized appreciation.............. 58,814,488
-------------
NET ASSETS......................... $ 493,568,489
-------------
-------------
NET ASSET VALUE PER SHARE, 27,117,473
shares outstanding (unlimited authorized
shares of $.01 par value)............... $18.20
</TABLE>
STATEMENT OF OPERATIONS FOR THE YEAR
ENDED MARCH 31, 1994
<TABLE>
<S> <C>
INVESTMENT INCOME:
INCOME
Dividends (net of $304,594 foreign
withholding tax)..................... $ 3,268,001
Interest.............................. 2,228,340
------------
TOTAL INCOME........................ 5,496,341
------------
EXPENSES
Investment management fees (Note 2)... 3,072,025
Plan of distribution fee (Note 3)..... 2,991,852
Transfer agent fees and expenses (Note
4)................................... 528,819
Custodian fees........................ 386,365
Registration fees..................... 157,803
Professional fees..................... 96,811
Shareholder reports and notices (Note
4)................................... 77,905
Trustees' fees and expenses (Note
4)................................... 37,473
Other................................. 15,492
------------
TOTAL EXPENSES...................... 7,364,545
------------
NET INVESTMENT LOSS............... (1,868,204)
------------
NET REALIZED AND UNREALIZED GAIN
(LOSS) (Note 1):
Net realized gain (loss) on:
Investments........................... 27,420,831
Foreign exchange transactions......... (796,529)
------------
26,624,302
------------
Net change in unrealized appreciation
on:
Investments........................... 32,358,097
Translation of other assets and
liabilities denominated in foreign
currencies........................... 39,371
------------
32,397,468
------------
NET GAIN............................ 59,021,770
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....... $ 57,153,566
------------
------------
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
MARCH 31, 1994 MARCH 31, 1993
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income (loss)................................................ $ (1,868,204) $ 143,681
Net realized gain (loss) on investments and foreign exchange transactions... 26,624,302 (3,143,431)
Net change in unrealized appreciation....................................... 32,397,468 7,344,221
--------------- ---------------
Net increase in net assets resulting from operations.................... 57,153,566 4,344,471
Distributions to shareholders from net realized gain on investments and
foreign exchange transactions................................................ (12,859,992) (5,541,821)
Net increase (decrease) from transactions in shares of beneficial interest
(Note 5)..................................................................... 231,516,010 (43,895,422)
--------------- ---------------
Total increase (decrease)............................................... 275,809,584 (45,092,772)
NET ASSETS:
Beginning of period........................................................... 217,758,905 262,851,677
--------------- ---------------
END OF PERIOD (including distributions in excess of net investment income of
$4,872,130 and $2,682,046, respectively)..................................... $ 493,568,489 $ 217,758,905
--------------- ---------------
--------------- ---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
46
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION AND ACCOUNTING POLICIES -- Dean Witter World Wide Investment
Trust (the "Fund") is registered under the Investment Company Act of 1940, as
amended (the "Act"), as a diversified, open-end management investment company.
It was organized on July 7, 1983 as a Massachusetts business trust and commenced
operations on October 31, 1983.
The following is a summary of the significant accounting policies:
A. VALUATION OF INVESTMENTS -- (1) an equity portfolio security listed or
traded on the New York or American Stock Exchange or other domestic or
foreign stock exchange is valued at its latest sale price on that exchange
prior to the time when assets are valued (if there were no sales that day,
the security is valued at the latest bid price). In cases where securities
are traded on more than one exchange, the securities are valued on the
exchange designated as the primary market by the Trustees; (2) all other
portfolio securities for which over-the-counter market quotations are
readily available are valued at the latest bid price; (3) when market
quotations are not readily available, including circumstances under which it
is determined by the Investment Manager that sale or 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 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); and (4) short-term debt securities with remaining maturities of 60
days or less at the time of purchase are valued at amortized cost; other
short-term debt securities are valued on a mark-to-market basis until such
time as they reach a remaining maturity of 60 days, whereupon they will be
valued at amortized cost using their value on the 61st day; and (5) all
other securities and other assets are valued at their fair value as
determined in good faith under procedures established by and under the
general supervision of the Trustees.
B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on
the trade date (date the order to buy or sell is executed). In computing net
investment income, the Fund does not amortize premiums or accrue discounts
on fixed income securities in the portfolio, except those original issue
discounts for which amortization is required for federal income tax
purposes. Additionally, with respect to market discount, a portion of any
capital gain realized upon disposition may be recharacterized as investment
income. Realized gains and losses on security transactions are determined on
the identified cost method. Dividend income and other distributions are
recorded on the ex-dividend date, except certain dividends from foreign
securities which are recorded as soon as the Fund is informed after the
ex-dividend date. Interest income is accrued daily.
C. FOREIGN CURRENCY TRANSLATION -- The books and records of the Fund are
maintained in U.S. dollars as follows: (1) the foreign currency market value
of investment securities, other assets and liabilities and forward contracts
stated in foreign currencies are translated at the exchange rates at the end
of the period; and (2) purchases, sales, income and expenses are translated
at the rate of exchange prevailing on the respective dates of such
transactions. The resultant exchange gains and losses are included in the
Statement of Operations as realized and unrealized gain/loss on foreign
exchange transactions. Pursuant to U.S. federal income tax regulations,
certain net foreign exchange gains/losses included in realized and
unrealized gain/loss in the Statement of Operations are included in or are a
reduction of ordinary income for federal income tax purposes. The Fund does
not isolate that portion of the results of operations arising as a result of
changes in the foreign exchange rates from the changes in the market prices
of the securities.
47
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
D. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The Fund may enter into
forward foreign currency contracts as a hedge against fluctuations in future
foreign exchange rates. All forward contracts are valued daily at the
appropriate exchange rates and any resulting unrealized currency gains or
losses are reflected in the Fund's accounts. The Fund records realized gains
or losses on delivery of the currency or at the time the forward contract is
extinguished (compensated) by entering into a closing transaction prior to
delivery.
E. FEDERAL INCOME TAX STATUS -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, no federal income tax provision is required.
F. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund records
dividends and distributions to its shareholders on the record date. The
amount of dividends and distributions from net investment income and net
realized capital gains are determined in accordance with federal income tax
regulations, which may differ from generally accepted accounting principles.
These "book/tax" differences are either considered temporary or permanent in
nature. To the extent these differences are permanent in nature, such
amounts are reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require reclassifications.
Dividends and distributions which exceed net investment income and net
realized capital gains for financial reporting purposes but not for tax
purposes are reported as dividends in excess of net investment income or
distributions in excess of net realized capital gains. To the extent they
exceed net investment income and net realized capital gains for tax
purposes, they are reported as distributions of paid-in-capital.
2. INVESTMENT MANAGEMENT AND ADVISORY AGREEMENTS -- Pursuant to an Investment
Management Agreement (the "Agreement") with Dean Witter InterCapital Inc. (the
"Investment Manager") and Investment Advisory Agreements with Daiwa
International Capital Management Corp. ("DICAM"), which has a subadvisory
agreement with its parent Daiwa International Capital Management Co., Ltd. and
NatWest Investment Management Limited ("NWIM"), formerly County NatWest
Investment Management Limited ("CNWIM"), the Fund pays its Investment Advisers
an aggregate management and advisory fee, accrued daily and payable monthly, by
applying the annual rate of 1.0% to the net assets of the Fund determined as of
the close of each business day. Under their respective agreements, InterCapital,
DICAM and NWIM receive fees at the annual rate of .55%, .225% and .225%,
respectively, of average daily net assets. Under their respective agreements
each adviser pays the salaries and expenses of all personnel of such Investment
Adviser, and all expenses incurred in connection with the services rendered by
each Investment Adviser. In addition, InterCapital maintains the Fund's books
and records and furnishes at its expense such office space and facilities,
equipment, and clerical, bookkeeping and certain legal services as the Fund may
reasonably require in the conduct of its business. InterCapital also bears the
cost of telephone services, heat, light, power and other utilities provided to
the Fund.
3. PLAN OF DISTRIBUTION -- Shares of the Fund are distributed by Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager.
The Fund has adopted a Plan of Distribution (the "Plan"), pursuant to Rule 12b-1
under the Act, pursuant to which the Fund pays the Distributor compensation
accrued daily and payable monthly at the 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 upon which such charge has been waived; or (b)
the Fund's average daily net assets. Amounts paid under the Plan are paid to the
Distributor to compensate it for the services it provides and
48
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
the expenses borne by it 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 the account executives of Dean Witter
Reynolds Inc., an affiliate of the Investment Manager, and other employees or
selected dealers who engage in or support distribution of the Fund's shares or
who service shareholders' accounts, including overhead and telephone expenses,
printing and distribution of prospectuses and reports used in connection with
the offering of the Fund's shares, and preparation, printing and distribution of
sales literature and advertising materials.
Provided that the Plan continues in effect, any cumulative expenses incurred
by the Distributor, but not yet recovered, may be recovered through future
distribution fees from the Fund and contingent deferred sales charges from the
Fund's shareholders.
The Distributor has informed the Fund that for the year ended March 31,
1994, it received approximately $179,000 in contingent deferred sales charges
from redemptions of the Fund's shares. The Fund's shareholders pay such charges
which are not an expense of the Fund.
4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The cost of
purchases and the proceeds from sales of portfolio securities for the year ended
March 31, 1994, excluding short-term investments, aggregated $328,237,200 and
$187,644,301, respectively. For the year ended March 31, 1994, the Fund incurred
brokerage commissions of $38,787 and $80,826 with Dean Witter Reynolds Inc. and
affiliates of DICAM, respectively, for executing transactions on behalf of the
Fund.
On April 1, 1991, the Fund established an unfunded noncontributory defined
benefit pension plan covering all independent Trustees of the Fund who will have
served as an independent Trustee for at least five years at the time of
retirement. Benefits under this plan are based on years of service and
compensation during the last five years of service. Aggregate pension costs for
the year ended March 31, 1994, included in Trustees' fees and expenses in the
Statement of Operations, amounted to $11,215. At March 31, 1994, the Fund had an
accrued pension liability of $41,196 which is included in accrued expenses in
the Statement of Assets and Liabilities.
Dean Witter Trust Company, an affiliate of the Investment Manager and
Distributor, is the Fund's transfer agent. At March 31, 1994, the Fund had
transfer agent fees and expenses payable of approximately $60,000.
Bowne & Co., Inc. is an affiliate of the Fund by virture of a common Fund
Trustee and Director of Bowne & Co., Inc. For the year ended March 31, 1994, the
Fund paid Bowne & Co., Inc. $9,810 for printing of shareholder reports.
5. SHARES OF BENEFICIAL INTEREST -- Transactions in shares of beneficial
interest were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED
MARCH 31, 1994 MARCH 31, 1993
-------------------------------- -------------------------------
SHARES AMOUNT SHARES AMOUNT
-------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C>
Sold.......................................... 16,055,873 $ 296,295,635 1,872,794 $ 26,891,712
Reinvestment of distributions................. 655,157 12,100,745 367,880 5,298,161
-------------- ---------------- -------------- ---------------
16,711,030 308,396,380 2,240,674 32,189,873
Repurchased................................... (4,390,033) (76,880,370) (5,391,609) (76,085,295)
-------------- ---------------- -------------- ---------------
Net increase (decrease)....................... 12,320,997 $ 231,516,010 (3,150,935) $ (43,895,422)
-------------- ---------------- -------------- ---------------
-------------- ---------------- -------------- ---------------
</TABLE>
49
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
6. FEDERAL INCOME TAX STATUS -- During the year ended March 31, 1994, the Fund
utilized its net capital loss carryforward of approximately $677,000. Any
foreign currency loss incurred after October 31 within the taxable year is
deemed to arise on the first day of the Fund's next taxable year. The Fund
incurred and elected to defer a foreign currency loss of approximately $754,000.
The Fund had temporary book/tax differences primarily attributable to
post-October currency loss deferrals, income from the mark-to-market of passive
foreign investment companies ("PFICs") and its pro-rata share of income and
gains from qualified electing funds ("QEFs"). The Fund had permanent book/tax
differences primarily attributable to foreign currency losses, a dividend
redesignation, tax equalization debits, a net operating loss and tax adjustments
on PFICs and QEFs sold by the fund. To reflect reclassifications arising from
permanent book/tax differences as of March 31, 1993, distributions in excess of
net investment income was charged $2,089,281, accumulated undistributed net
realized gains was charged $102,871 and paid-in-capital was credited $2,192,152.
To reflect reclassifications arising from permanent book/tax differences for the
year ended March 31, 1994, distributions in excess of net investment income was
charged and accumulated undistributed net realized gains was credited $321,880.
7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK -- As of March 31, 1994,
the Fund had outstanding forward foreign currency exchange contracts ("forward
contracts") as a hedge against changes in future foreign exchange rates. Forward
contracts involve elements of market risk in excess of the amount reflected in
the Statement of Assets and Liabilities. The Fund bears the risk of an
unfavorable change in the foreign exchange rate underlying the forward contract.
Risks may also arise upon entering into these contracts from the potential
inability of the counterparties to meet the terms of their contracts.
1994 FEDERAL INCOME TAX NOTICE (UNAUDITED)
During the fiscal year ended March 31, 1994, 3.70% of the ordinary income
dividends qualified for the dividends received deduction available to
corporations. For such period, the Fund paid $.5212 per share from long-term
capital gains.
50
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED MARCH 31,
---------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of period.... $14.72 $14.65 $14.57 $14.84 $14.98 $14.93 $17.36 $15.45 $10.30 $10.58
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net investment income
(loss)................. (0.05) -0- -0- 0.23 0.11 0.08 0.04 0.11 0.10 0.25
Net realized and
unrealized gain
(loss)................. 4.24 0.39 1.05 0.18 0.82 1.24 (0.07) 3.88 5.30 (0.40)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total from investment
operations............. 4.19 0.39 1.05 0.41 0.93 1.32 (0.03) 3.99 5.40 (0.15)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less dividends and
distributions:
Dividends from net
investment income.... -0- -0- (0.05) (0.23) (0.11) (0.08) (0.15) (0.10) (0.25) (0.13)
Distributions from
capital gains........ (0.71) (0.32) (0.92) (0.45) (0.96) (1.19) (2.25) (1.98) -0- -0-
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total dividends and
distributions.......... (0.71) (0.32) (0.97) (0.68) (1.07) (1.27) (2.40) (2.08) (0.25) (0.13)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net asset value, end of
period................. $18.20 $14.72 $14.65 $14.57 $14.84 $14.98 $14.93 $17.36 $15.45 $10.30
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
TOTAL INVESTMENT
RETURN+.................. 28.40% 2.69% 7.33% 2.80% 6.09% 9.31% 0.39% 28.22% 53.76% (1.44)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (in
thousands)............. $ 493,568 $217,759 $262,852 $278,676 $306,448 $311,803 $368,026 $469,501 $226,621 $ 97,872
Ratio of expenses to
average net assets..... 2.40% 2.42% 2.27% 2.29% 2.21% 2.18% 2.13% 2.10% 2.35%* 2.19%*
Ratio of net investment
income (loss) to
average net assets..... (0.61%) 0.06% 0.03% 1.53% 0.70% 0.50% 0.23% 0.86% 1.21% 2.33%
Portfolio turnover
rate................... 68% 139% 89% 68% 75% 67% 70% 65% 69% 64%
<FN>
- ------------------------------
+ DOES NOT REFLECT THE DEDUCTION OF SALES LOAD.
* NET OF EXPENSE REIMBURSEMENT.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
51
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Trustees of Dean Witter World Wide Investment Trust
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Dean Witter World Wide Investment
Trust (the "Fund") at March 31, 1994, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the ten years in the
period then ended, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities owned at
March 31, 1994 by correspondence with the custodian and brokers and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE
New York, New York
May 20, 1994
52
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS
(1) Financial statements and schedules, included
in Prospectus (Part A): Page in
----------
Prospectus
----------
Financial highlights for the years ended March 31,
1985, 1986, 1987, 1988, 1989, 1990, 1991, 1992,
1993 and 1994. . . . . . . . . . . . . . . . . . . . . . . 04
(2) Financial statements included in the Statement of
Additional Information (Part B): Page in
SAI
-------
Portfolio of Investments at March 31, 1994 . . . . . . . . 32
Statement of assets and liabilities at
March 31, 1994 . . . . . . . . . . . . . . . . . . . . . . 47
Statement of operations for the year ended March
31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 47
Statement of changes in net assets for the fiscal
years ended March 31, 1993 and March 31, 1994. . . . . . . 47
Notes to Financial Statements. . . . . . . . . . . . . . . 48
Financial highlights for the years ended March 31,
1985, 1986, 1987, 1988, 1989, 1990, 1991, 1992,
1993 and 1994. . . . . . . . . . . . . . . . . . . . . . . 51
(3) Financial statements included in Part C:
None
(b) EXHIBITS:
5.(a) - Form of Investment Management Agreement between
Registrant and Dean Witter InterCapital Inc.
5.(b) - Form of Investment Advisory Agreement between
Registrant and NatWest Investment Management Limited
1
<PAGE>
5.(c) - Form of Investment Advisory Agreement between
Registrant and Daiwa International Capital Management
Corp.
6.(a) - Form of Distribution Agreement between Registrant
and Dean Witter Distributors Inc.
6.(b) - Form of Selected Dealers Agreement
8. - Amended and Restated Transfer Agency and Services
Agreement between Registrant and Dean Witter Services
Company Inc.
9. - Form of Services Agreement between Dean Witter
InterCapital Inc. and Dean Witter Services
Company Inc.
11. - Consent of Independent Accountants
16. - Schedules for Computation of Performance Quotations
Other - Powers of Attorney
All other exhibits previously filed and incorporated
by reference.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None
Item 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Number of Record Holders
Title of Class at May 13, 1994
-------------- ------------------------
Shares of Beneficial Interest 66,167
Item 27. INDEMNIFICATION
Pursuant to Section 5.3 of the Registrant's Declaration of Trust and under
Section 4.8 of the Registrant's By-Laws, the indemnification of the Registrant's
trustees, officers, employees and agents is permitted if it is determined that
they acted under the belief that their actions were in or not opposed to the
best interest of the Registrant, and, with respect to any criminal proceeding,
they had reasonable cause to believe their conduct was not unlawful. In
addition, indemnification is permitted only if it is determined that the actions
in question did not render
2
<PAGE>
them liable by reason of willful misfeasance, bad faith or gross negligence in
the performance of their duties or by reason of reckless disregard of their
obligations and duties to the Registrant. Trustees, officers, employees and
agents will be indemnified for the expense of litigation if it is determined
that they are entitled to indemnification against any liability established in
such litigation. The Registrant may also advance money for these expenses
provided that they give their undertakings to repay the Registrant unless their
conduct is later determined to permit indemnification.
Pursuant to Section 5.2 of the Registrant's Declaration of Trust and
paragraph 8 of the Registrant's Investment Management Agreement, neither the
Investment Manager nor any trustee, officer, employee or agent of the Registrant
shall be liable for any action or failure to act, except in the case of bad
faith, willful misfeasance, gross negligence or reckless disregard of duties to
the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of the Registrant
in connection with the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such trustee, officer or controlling person
in connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act, and will
be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will apply the indemnification
provision of its by-laws in a manner consistent with Release 11330 of the
Securities and Exchange Commission under the Investment Company Act of 1940, so
long as the interpretation of Sections 17(h) and 17(i) of such Act remains in
effect.
Registrant, in conjunction with the Investment Manager, Registrant's
Trustees, and other registered investment management companies managed by the
Investment Manager, maintains insurance on behalf of any person who is or was a
Trustee, officer, employee, or agent of Registrant, or who is or was serving at
the request of Registrant as a trustee, director, officer, employee
3
<PAGE>
or agent of another trust or corporation, against any liability asserted against
him and incurred by him or arising out of his position. However, in no event
will Registrant maintain insurance to indemnify any such person for any act for
which Registrant itself is not permitted to indemnify him.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See "The Fund and Its Management" in the Prospectus regarding the business
of the investment adviser. The following information is given regarding
officers of Dean Witter InterCapital Inc. Information regarding the other
officers of InterCapital is included in Item 29(b) below. The term "Dean Witter
Funds" used below refers to the following Funds: (1) InterCapital Income
Securities Inc., (2) High Income Advantage Trust, (3) High Income Advantage
Trust II, (4) High Income Advantage Trust III, (5) Municipal Income Trust, (6)
Municipal Income Trust II, (7) Municipal Income Trust III, (8) Dean Witter
Government Income Trust, (9) Municipal Premium Income Trust, (10) Municipal
Income Opportunities Trust, (11) Municipal Income Opportunities Trust II, (12)
Municipal Income Opportunities Trust III, (13) Prime Income Trust, (14)
InterCapital Insured Municipal Bond Trust, (15) InterCapital Quality Municipal
Income Trust, (16) InterCapital Quality Municipal Investment Trust, (17)
InterCapital Insured Municipal Income Trust, (18) InterCapital California
Insured Municipal Income Trust, (19) InterCapital Insured Municipal Trust, (20)
InterCapital Quality Municipal Securities (21) InterCapital New York Quality
Municipal Securities, (22) InterCapital California Municipal Securities, (23)
InterCapital Insured California Municipal Securities and (24) InterCapital
Insured Municipal Securities, registered closed-end investment companies, and
(1) Dean Witter Short-Term Bond Fund, (2) Dean Witter Tax-Exempt Securities
Trust, (3) Dean Witter Tax-Free Daily Income Trust, (4) Dean Witter Dividend
Growth Securities Inc., (5) Dean Witter Convertible Securities Trust, (6) Dean
Witter Liquid Asset Fund Inc., (7) Dean Witter Developing Growth Securities
Trust, (8) Dean Witter Retirement Series, (9) Dean Witter Federal Securities
Trust, (10) Dean Witter World Wide Investment Trust, (11) Dean Witter U.S.
Government Securities Trust, (12) Dean Witter Select Municipal Reinvestment
Fund, (13) Dean Witter High Yield Securities Inc., (14) Dean Witter Intermediate
Income Securities, (15) Dean Witter New York Tax-Free Income Fund, (16) Dean
Witter California Tax-Free Income Fund, (17) Dean Witter Health Sciences Trust,
(18) Dean Witter California Tax-Free Daily Income Trust, (19) Dean Witter
Managed Assets Trust, (20) Dean Witter American Value Fund, (21) Dean Witter
Strategist Fund, (22) Dean Witter Utilities Fund, (23) Dean Witter World Wide
Income Trust, (24) Dean Witter New York Municipal Money Market Trust, (25) Dean
Witter Capital Growth Securities, (26) Dean Witter Precious Metals and Minerals
Trust, (27) Dean Witter European Growth Fund Inc., (28) Dean Witter Global
Short-Term Income Fund Inc., (29)
4
<PAGE>
Dean Witter Pacific Growth Fund Inc., (30) Dean Witter Multi-State Municipal
Series Trust, (31) Dean Witter Premier Income Trust, (32) Dean Witter Short-Term
U.S. Treasury Trust, (33) Dean Witter Diversified Income Trust, (34) Dean Witter
U.S. Government Money Market Trust, (35) Dean Witter Global Dividend Growth
Securities, (36) Active Assets California Tax-Free Trust, (37) Dean Witter
Natural Resource Development Securities Inc., (38) Active Assets Government
Securities Trust, (39) Active Assets Money Trust, (40) Active Assets Tax-Free
Trust, (41) Dean Witter Limited Term Municipal Trust, (42) Dean Witter Variable
Investment Series, (43) Dean Witter Value-Added Market Series, (44) Dean
Witter Global Utilities Fund, (45) Dean Witter High Income Securities and (46)
Dean Witter National Municipal Trust, registered open-end investment companies.
InterCapital is a wholly-owned subsidiary of Dean Witter, Discover & Co. The
principal address of the Dean Witter Funds is Two World Trade Center, New York,
New York 10048. The term "TCW/DW Funds" refers to the following Funds: (1)
TCW/DW Core Equity Trust, (2) TCW/DW North American Government Income Trust, (3)
TCW/DW Latin American Growth Fund, (4) TCW/DW Income and Growth Fund, (5) TCW/DW
Small Cap Growth Fund, (6) TCW/DW Balanced Fund, (7) TCW/DW North American
Intermediate Income Trust, registered open-end investment companies and (8)
TCW/DW Term Trust 2002, (9) TCW/DW Term Trust 2003 (10) TCW/DW Term Trust 2000,
and (11) TCW/DW Emerging Markets Opportunities Trust, registered closed-end
investment companies.
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
Charles A. Chairman, Chief Executive Vice
Fiumefreddo Executive Officer President and Director
and Director of Dean Witter
Reynolds Inc.
("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 Dean
Witter Trust Company
("DWTC"); Chairman,
Chief Executive
Officer and Director
of Dean Witter
5
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
Distributors Inc.
("Distributors") and
Dean Witter Services
Company Inc. ("DWSC");
Formerly Executive
Vice President and
Director of Dean
Witter, Discover & Co.
("DWDC"); Director
and/or officer of DWDC
subsidiaries.
Philip J. Director Chairman, Chief
Purcell Executive Officer and
Director of DWDC and
DWR; Director of DWSC
and Distributors;
Director or Trustee
of the Dean Witter
Funds; Director and/
or officer of various
DWDC subsidiaries.
Richard M. Director President and Chief
DeMartini Operating Officer of
Dean Witter Capital
and Director of DWR,
DWSC and Distibutors;
Trustee of the TCW/DW
Funds.
James F. Director President and Chief
Higgins Operating Officer of
Dean Witter Financial;
Director of DWR, DWSC
and Distributors.
Thomas C. Executive Vice Executive Vice
Schneider President, Chief President, Chief
Financial Officer Financial Officer
and Director and Director of
DWSC, DWR and
Distributors.
6
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
Christine A. Director Executive Vice
Edwards President, Secretary,
General Counsel and
Director of DWR, DWR
DWSC and Distributors.
Robert M. Scanlan President and Vice President of
Chief Operating the Dean Witter Funds
Officer and the TCW/DW Funds;
President of DWSC;
Executive Vice
President of
Distributors;
Executive Vice
President and
Director of DWTC.
David A. Hughey Executive Vice Vice President of the
President and Dean Witter Funds and
Chief Administrative the TCW/DW Funds;
Officer Executive Vice
President, Chief
Administrative Officer
and Director of DWTC;
Executive Vice
President and Chief
Administrative Officer
of DWSC and
Distributors.
Edmund C. Executive Vice Vice President of the
Puckhaber President Dean Witter Funds.
John Van Heuvelen Executive Vice President and Chief
President Executive Officer of
DWTC.
Sheldon Curtis Senior Vice Vice President,
President, Secretary and
General Counsel General Counsel of the
and Secretary Dean Witter Funds and
the TCW/DW Funds;
Senior Vice
President and
7
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
Secretary of
DWTC; Assistant Secretary
of DWR and DWDC;
Senior Vice
President, General
Counsel and Secretary
of DWSC; Senior Vice
President, Assistant
General Counsel and
Assistant Secretary
of Distributors.
Peter M. Avelar Senior Vice Vice President of
President various Dean Witter
Funds.
Mark Bavoso Senior Vice Vice President of
President various Dean Witter
Funds.
Thomas H. Connelly Senior Vice Vice President of
President various Dean Witter
Funds.
Edward Gaylor Senior Vice Vice President of
President various Dean Witter
Funds.
Rajesh K. Gupta Senior Vice Vice President of
President various Dean Witter
Funds.
Kenton J. Senior Vice Vice President of
Hinchliffe President various Dean Witter
Funds.
John B. Kemp, III Senior Vice Director of the
President Provident Savings
Bank, Jersey City,
New Jersey.
Anita Kolleeny Senior Vice Vice President of
President various Dean Witter
Funds.
8
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
Jonathan R. Page Senior Vice Vice President of
President various Dean Witter
Funds.
Ira Ross Senior Vice Vice President of
President various Dean Witter
Funds.
Rochelle G. Siegel Senior Vice Vice President of
President various Dean Witter
Funds.
Paul D. Vance Senior Vice Vice President of
President various Dean Witter
Funds.
Elizabeth A. Senior Vice
Vetell President
James F. Willison Senior Vice Vice President of
President various Dean Witter
Funds.
Ronald Worobel Senior Vice Vice President of
President various Dean Witter
Funds.
Thomas F. Caloia First Vice Treasurer of the
President and Dean Witter Funds
Assistant Treasurer and the TCW/DW Funds;
Assistant Treasurer
of DWSC; Assistant
Treasurer of
Distributors.
Marilyn K. Cranney First Vice Assistant Secretary
President and of the Dean Witter
Assistant Funds and the TCW/DW
Secretary Funds; Vice President
and Assistant
Secretary of DWSC;
Assistant Secretary
of DWR and DWDC.
9
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
Barry Fink First Vice Assistant Secretary
President of the Dean Witter
Funds and TCW/DW
Funds; First Vice
President and
Assistant Secretary
of DWSC.
Michael First Vice First Vice President
Interrante President and and Controller of
Controller DWSC; Assistant
Treasurer of
Distributors.
Robert Zimmerman First Vice
President
Joan G. Allman Vice President
Joseph Arcieri Vice President
Terence P. Brennan, II Vice President
Douglas Brown Vice President
Rosalie Clough Vice President
B. Catherine Vice President
Connelly
Salvatore DeSteno Vice President Vice President of
DWSC.
Frank J. DeVito Vice President Vice President of
DWSC.
Dwight Doolan Vice President
Bruce Dunn Vice President
June Ewers Vice President
Geoffrey D. Flynn Vice President Vice President of
DWSC.
10
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
Bette Freedman Vice President
Jeffrey D. Geffen Vice President
Deborah Genovese Vice President
Peter W. Gurman Vice President
Shant Harootunian Vice President
John Hechtlinger Vice President
Jack C. Henry Vice President
David T. Hoffman Vice President
David Johnson Vice President
Christopher Jones Vice President
Stanley Kapica Vice President
Konrad J. Krill Vice President
Paula LaCosta Vice President Vice President of
various Dean Witter
Funds.
Lawrence S. Lafer Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW
Funds; Vice President
Assistant Secretary
of DWSC.
Thomas Lawlor Vice President
Lou Anne D. McInnis Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW
Funds; Vice President
of DWSC.
Sharon K. Milligan Vice President
11
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ------------- -----------------------
James Mulcahy Vice President
James Nash Vice President
Hugh Rose Vice President
Ruth Rossi Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW
Funds; Assistant
Secretary of DWSC.
Carl F. Sadler Vice President
Rafael Scolari Vice President
Rose Simpson Vice President
Stuart Smith Vice President
Diane Lisa Sobin Vice President Vice President of
various Dean Witter
Funds.
Susanne Stager Vice President
Kathleen Stromberg Vice President Vice President of
various Dean Witter
Funds.
Vinh Q. Tran Vice President Vice President of
various Dean Witter
Funds.
Alice Weiss Vice President Vice President
of various Dean
Witter Funds.
Jayne M. Wolff Vice President
Marianne Zalys Vice President
12
<PAGE>
Item 29. PRINCIPAL UNDERWRITERS
(a) Dean Witter Distributors Inc. ("Distributors"), a Delaware corporation, is
the principal underwriter of the Registrant. Distributors is also the principal
underwriter of the following investment companies:
(1) Dean Witter Liquid Asset Fund Inc.
(2) Dean Witter Tax-Free Daily Income Trust
(3) Dean Witter California Tax-Free Daily Income Trust
(4) Dean Witter Retirement Series
(5) Dean Witter Dividend Growth Securities Inc.
(6) Dean Witter Natural Resource Development Securities Inc.
(7) Dean Witter World Wide Investment Trust
(8) Dean Witter Capital Growth Securities
(9) Dean Witter Convertible Securities Trust
(10) Active Assets Tax-Free Trust
(11) Active Assets Money Trust
(12) Active Assets California Tax-Free Trust
(13) Active Assets Government Securities Trust
(14) Dean Witter Short-Term Bond Fund
(15) Dean Witter Federal Securities Trust
(16) Dean Witter U.S. Government Securities Trust
(17) Dean Witter High Yield Securities Inc.
(18) Dean Witter New York Tax-Free Income Fund
(19) Dean Witter Tax-Exempt Securities Trust
(20) Dean Witter California Tax-Free Income Fund
(21) Dean Witter Managed Assets Trust
(22) Dean Witter Limited Term Municipal Trust
(23) Dean Witter World Wide Income Trust
(24) Dean Witter Utilities Fund
(25) Dean Witter Strategist Fund
(26) Dean Witter New York Municipal Money Market Trust
(27) Dean Witter Intermediate Income Securities
(28) Prime Income Trust
(29) Dean Witter European Growth Fund Inc.
(30) Dean Witter Developing Growth Securities Trust
(31) Dean Witter Precious Metals and Minerals Trust
(32) Dean Witter Pacific Growth Fund Inc.
(33) Dean Witter Multi-State Municipal Series Trust
(34) Dean Witter Premier Income Trust
(35) Dean Witter Short-Term U.S. Treasury Trust
(36) Dean Witter Diversified Income Trust
(37) Dean Witter Health Sciences Trust
(38) Dean Witter Global Dividend Growth Securities
(39) Dean Witter American Value Fund
(40) Dean Witter U.S. Government Money Market Trust
(41) Dean Witter Global Short-Term Income Fund Inc.
(42) Dean Witter Variable Investment Series
(43) Dean Witter Value-Added Market Series
(44) Dean Witter Global Utilities Fund
13
<PAGE>
(45) Dean Witter High Income Securities
(46) Dean Witter National Municipal Trust
(1) TCW/DW Core Equity Trust
(2) TCW/DW North American Government Income Trust
(3) TCW/DW Latin American Growth Fund
(4) TCW/DW Income and Growth Fund
(5) TCW/DW Small Cap Growth Fund
(6) TCW/DW Balanced Fund
(7) TCW/DW North American Intermediate Income Trust
(8) TCW/DW Emerging Markets Opportunities Trust
(b) The following information is given regarding directors and officers of
Distributors not listed in Item 28 above. The principal address of Distributors
is Two World Trade Center, New York, New York 10048. None of the following
persons has any position or office with the Registrant.
Positions and
Office with
Name Distributors
- ---- -------------
Fredrick K. Kubler Senior Vice President, Assistant
Secretary and Chief Compliance
Officer.
Michael T. Gregg Vice President and Assistant
Secretary.
Edward C. Oelsner III Vice President of Distributors.
Samuel Wolcott III Vice President of Distributors.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained by the Investment Manager at its offices, except records relating to
holders of shares issued by the Registrant, which are maintained by the
Registrant's Transfer Agent, at its place of business as shown in the
prospectus.
Item 31. MANAGEMENT SERVICES
Registrant is not a party to any such management-related service
contract.
Item 32. UNDERTAKINGS
Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York and State of
New York on the 26th day of May, 1994.
DEAN WITTER WORLD WIDE INVESTMENT TRUST
By /s/ Sheldon Curtis
--------------------------------
Sheldon Curtis
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 11 has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
(1) Principal Executive Officer President, Chief
Executive Officer,
Director and Chairman
By /s/ Charles A. Fiumefreddo 05/26/94
----------------------------
Charles A. Fiumefreddo
(2) Principal Financial Officer Treasurer and Principal
Accounting Officer
By /s/ Thomas F. Caloia 05/26/94
--------------------------
Thomas F. Caloia
(3) Majority of the Directors
Charles A. Fiumefreddo (Chairman)
Edward R. Telling
Philip J. Purcell
By /s/ Sheldon Curtis 05/26/94
--------------------------
Sheldon Curtis
Attorney-in-Fact
Jack F. Bennett Manuel H. Johnson
Michael Bozic Paul Kolton
Edwin J. Garn Michael E. Nugent
John R. Haire John L. Schroeder
John E. Jeuck
By /s/ David M. Butowsky 05/26/94
---------------------------
David M. Butowsky
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
5.(a) - Form of Investment Management Agreement between
Registrant and Dean Witter InterCapital Inc.
5.(b) - Form of Investment Advisory Agreement between
Registrant and NatWest Investment Management Limited
5.(c) - Form of Investment Advisory Agreement between
Registrant and Daiwa International Capital Management
Corp.
6.(a) - Form of Distribution Agreement between Registrant
and Dean Witter Distributors Inc.
6.(b) - Form of Selected Dealers Agreement
8. - Amended and Restated Transfer Agency and Services
Agreement between Registrant and Dean Witter Services
Company Inc.
9. - Form of Services Agreement between Dean Witter
InterCapital Inc. and Dean Witter Services
Company Inc.
11. - Consent of Independent Accountants
16. - Schedules for Computation of Performance Quotations
Other - Powers of Attorney
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 30th day of June, 1993, and amended as of May 1,
1994, by and between Dean Witter World Wide Investment Trust, 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, Pursuant to an Investment Advisory Agreement between the Fund and
Daiwa International Capital Management Corp. ("DICAM") ("the DICAM Investment
Advisory Agreement") and pursuant to an Investment Advisory Agreement between
the Fund and NatWest Investment Management Limited ("NWIM") ("the NWIM
Investment Advisory Agreement") (the DICAM and NWIM Investment Advisory
Agreements together referred to hereinafter as the "Investment Advisory
Agreements" and DICAM and NWIM together referred to hereinafter as the
"Investment Advisers"), both dated as of the 26th day of August, 1983, and
amended as of May 1, 1994, the Investment Advisers provide investment advisory
services to the Fund; and
WHEREAS, A certain portion of the Fund's assets will be invested in Pacific
Basin issuers under the management of DICAM as set forth in the DICAM Investment
Advisory Agreement; and
WHEREAS, A certain portion of the Fund's assets will be invested in
European and other issuers under the management of NWIM as set forth in the NWIM
Investment Advisory Agreement, and
WHEREAS, The Fund desires to retain the Investment Manager to render
management services and investment advisory services to the Fund for investments
in North and South American countries 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, (a) to
supervise the investment activities of the Fund as hereinafter set forth;
without limiting the generality of the foregoing, with respect to investments in
North and South American issuers, to obtain and evaluate such information and
advice relating to the economy, securities markets and securities as it deems
necessary or useful to discharge its duties hereunder; to continuously manage
the assets of the Fund in a manner consistent with the investment objective and
policies of the Fund; to make decisions as to foreign currency matters and make
determinations as to foreign exchange contracts; shall with respect to
investments in North and South American issuers determine the securities to be
purchased, sold or otherwise disposed of by the Fund and the timing of such
purchases, sales and dispositions; to take such further action, including the
placing of purchase and sale orders on behalf of the Fund, as it shall deem
necessary or appropriate; and to furnish to or place at the disposal of the Fund
such of the information, evaluations, analyses and opinions formulated or
obtained by it in the discharge of its duties as the Fund may, from time to
time, reasonably request; and (b) in conjunction with NWIM and DICAM to allocate
the Fund's assets for investment among the various geographic sectors; such
allocation will be determined at least quarterly and if NWIM, DICAM and the
Investment Manager cannot agree on such allocation, the Investment Manager shall
make the final determination.
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
<PAGE>
useful to the performance of its obligations under this Agreement. Without
limiting the generality of the foregoing, the staff and personnel of the
Investment Manager shall be deemed to include persons employed or otherwise
retained by the Investment Manager to furnish statistical and other factual
data, advice regarding economic factors and trends, information with respect to
technical and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Investment Manager shall,
as agent for the Fund, maintain the Fund's records and books of account (other
than those maintained by the Fund's transfer agent, registrar, custodian and
other agencies). All such books and records so maintained shall be the property
of the Fund and, upon request therefor, the Investment Manager shall surrender
to the Fund such of the books and records so requested.
3. The Investment Manager shall also perform the management and
administrative services necessary for the operation of the Fund including
administering shareholder accounts and handling shareholder relations. The
Investment Manager shall also, on behalf of the Fund, conduct relations with
custodians, depositories, transfer agents, dividend disbursing agents, other
shareholder service agents, accountants, attorneys, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and such other persons in any
such other capacity deemed to be necessary or desirable. The Investment Manager
shall generally monitor the Fund's compliance with investment policies and
restrictions as set forth in its currently effective prospectus.
4. 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.
5. 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.
6. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation: any fees paid to any investment
manager or investment adviser; fees pursuant to any plan of distribution that
the Fund may adopt; the charges and expenses of any registrar, any custodian,
sub-custodian or depository appointed by the Fund for the safekeeping of its
cash, portfolio securities 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 issuance and transfer taxes, and fees
payable by the Fund to federal, state or other governmental agencies or pursuant
to any foreign laws; 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 or
pursuant to any foreign laws (including filing fees and legal fees and
disbursements of counsel); the cost and expense of printing, including
typesetting, and distributing prospectuses 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; 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.
2
<PAGE>
7. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the Investment
Manager monthly compensation determined by applying the following annual rates
to the Fund's daily net assets: 0.55% of daily net assets up to $500 million;
and 0.5225% of daily net assets over $500 million. 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 time the net asset value is determined on that day
or, if the net asset value is not determined on that day, on the last previous
business day it was so determined. 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 the 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 8 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 8 hereof.
8. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to paragraph 7 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
55% of such excess and, if required, pursuant to any such laws or regulations,
will reimburse the Fund for annual operating expenses in the amount of 55% of
such excess of any expense limitation that may be applicable, it being
understood that DICAM and NWIM have agreed to effect reductions and
reimbursement of 22.5% and 22.5%, respectively, of such excess in accordance
with the terms of their respective Investment Advisory Agreements; 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 or the largest expense reimbursement 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.
9. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Trust, 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.
10. 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, corporation or other
entity 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.
11. This Agreement shall remain in effect until April 30, 1995 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
(the "Act"), of the outstanding voting securities of the Fund or by the Trustees
of
3
<PAGE>
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 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 (within the meaning of the Act) unless such
automatic termination 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.
12. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Trust 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.
13. This Agreement shall be construed in accordance with the law 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.
14. 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,
Dean Witter Reynolds Inc., 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 management 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.
15. The Declaration of Trust establishing Dean Witter World Wide Investment
Trust, dated July 7, 1983, 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 World Wide
Investment Trust 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 World Wide Investment Trust 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 World Wide Investment Trust, but
the Trust Estate only shall be liable.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on May 1, 1994, in New York, New York.
<TABLE>
<S> <C>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
By
-------------------------------------------------------
Attest:
--------------------------------------------------
DEAN WITTER INTERCAPITAL INC.
By
-------------------------------------------------------
Attest:
--------------------------------------------------
</TABLE>
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of 26th day of August, 1983, and amended as of May 1,
1994, by and between Dean Witter World Wide Investment Trust, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter called the "Fund"), and NatWest Investment Management Limited, a
United Kingdom corporation (hereinafter called the "Investment Adviser"):
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 Adviser 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, Pursuant to an Investment Management Agreement between the Fund and
Dean Witter InterCapital Inc. ("InterCapital") ("the InterCapital Investment
Management Agreement"), dated as of the 30th day of June, 1993, and amended as
of May 1, 1994, InterCapital provides investment advisory and management
services to the Fund; and
WHEREAS, Pursuant to an Investment Advisory Agreement between the Fund and
Daiwa International Capital Management Corp. ("DICAM") ("the DICAM Investment
Advisory Agreement"), dated as of the 26th day of August, 1983, and amended as
of May 1, 1994, DICAM provides investment advisory services to the Fund; and
WHEREAS, A certain portion of the Fund's assets will be invested in North
and South American issuers under the management of InterCapital as set forth in
the InterCapital Investment Management Agreement; and
WHEREAS, A certain portion of the Fund's assets will be invested in Pacific
Basin issuers under the management of DICAM as set forth in the DICAM Investment
Advisory Agreement; and
WHEREAS, The Fund desires to retain the Investment Adviser to render
investment advisory services to the Fund for investments in European and other
issuers in the manner and on the terms and conditions hereinafter set forth; and
WHEREAS, The Investment Adviser 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 Adviser agree as follows:
1. The Fund hereby retains the Investment Adviser to act as the Investment
Adviser of the Fund with respect to investments in countries (the "Adviser's
region") outside of North and South America and the Pacific Basin. The
Investment Adviser's activities shall be subject to the overall investment
objectives and policies of the Fund (including restrictions on the type or value
of any investment or class of investments in which assets of the Fund may be
invested), to specific restrictions and directives of the Trustees of the Fund
(the "Trustees") and to the continuing supervision of the Trustees. Without
limiting the generality of the foregoing, the Investment Adviser shall (a) with
respect to the Adviser's region, (i) obtain and evaluate such information and
advice relating to the economy, securities and foreign exchange markets and
individual securities as it deems necessary or useful to discharge its duties
hereunder; (ii) make recommendations as to securities and foreign exchange
contracts to be purchased, sold or otherwise disposed of by the Fund and as to
the timing of such purchases, sales and dispositions; (iii) subject to the right
of the Trustees to revoke or modify such authorization at any time, place
execution orders on behalf of and as agent for the Fund with respect to
purchases and sales it has recommended; and (iv) furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and opinions
formulated or obtained by it in the discharge of its duties as the Fund may,
from time to time, reasonably request; and (b) in conjunction with DICAM and
<PAGE>
InterCapital, allocate the Fund's assets for investment among the various
geographic sectors; such allocation will be determined at least quarterly and it
is understood that in the event that the Investment Adviser, DICAM and
InterCapital cannot agree on such allocation, InterCapital shall make the final
determination.
2. The Investment Adviser 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 Adviser shall be deemed to
include persons employed or otherwise retained by the Investment Adviser 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 Adviser may
desire. The Investment Adviser shall maintain whatever records as may be
required to be maintained by the Investment Adviser under the Investment Company
Act of 1940. All such records so maintained shall be made available to the Fund,
upon the request of InterCapital or the Fund.
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Adviser such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the Investment
Adviser may reasonably require in order to discharge its duties and obligations
hereunder or to comply with any applicable law and regulations.
4. The Investment Adviser shall bear the cost of rendering the investment
advisory 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, employed by the Investment Adviser, and such clerical help and bookkeeping
services as the Investment Adviser shall reasonably require in performing its
duties hereunder.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including, without limitation, any fees paid to any investment
manager or investment adviser; fees pursuant to any plan of distribution that
the Fund may adopt; the charges and expenses of any registrar, any custodian,
sub-custodian or depository appointed by the Fund for the safekeeping of its
cash, portfolio securities 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 securities transactions to which the
Fund is a party; all taxes, including securities issuance and transfer taxes,
and fees payable by the Fund to federal, state or other governmental agencies or
pursuant to any foreign laws; 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 or pursuant to any foreign laws (including filing fees and
legal fees and disbursements of counsel); the cost and expense of printing,
including typesetting, and distributing prospectuses 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 Adviser; 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 Adviser, and of independent
accountants, in connection with any matter relating to the Fund; membership dues
of industry associations; interest payable on Trust 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 Adviser, the Fund shall pay to the Investment
Adviser monthly compensation determined by applying the following annual rates
to the Fund's daily net assets: 0.225% of daily net assets up to $500 million;
and 0.21375% of daily net assets over $500 million. 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.
2
<PAGE>
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 time the net asset value
is determined on that day or, if the net asset value is not determined on that
day, on the last previous business day it was so determined. 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 the 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 Adviser'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 Adviser 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 Adviser shall reduce its advisory fee to the extent of
22.5% of such excess and, if required, pursuant to any such laws or regulations,
will reimburse the Fund for annual operating expenses in the amount of 22.5% of
such excess of any expense limitation that may be applicable, it being
understood that InterCapital and DICAM have agreed to effect reductions and
reimbursements of 55% and 22.5%, respectively, of such excess in accordance with
the terms of their Investment Management Agreement and Investment Advisory
Agreement, respectively; 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 litigations 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 Adviser's fee or the largest expense
reimbursement 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 Adviser will use its best efforts in the performance of
its investment advisory services to the Fund hereunder, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Adviser 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 Adviser or for any losses sustained by the Fund
or investors.
9. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser from acting as
investment adviser or manager for any other person, firm, corporation or other
entity and shall not in any way bind or restrict the Investment Adviser 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 Adviser to engage in any
other business or to devote his or her time or 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, 1995 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
(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
3
<PAGE>
penalty, terminate this Agreement upon thirty days' written notice to the
Investment Adviser, either by majority vote of the Trustees of the Fund or
by the vote of a majority of the outstanding voting securities of the Fund;
(b) this Agreement shall immediately terminate in the event of its assignment
(within the meaning of the Act) unless such automatic termination shall be
prevented by an exemptive order of the Securities and Exchange Commission; and
(c) the Investment Adviser 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
Adviser shall be liable for failing to do so.
12. This Agreement shall be construed in accordance with the law 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 Declaration of Trust establishing Dean Witter World Wide Investment
Trust, dated July 7, 1983, 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 World Wide
Investment Trust 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 World Wide Investment Trust 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 World Wide Investment Trust, but
the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on May 1, 1994, in New York, New York.
DEAN WITTER WORLD WIDE INVESTMENT
TRUST
By
----------------------------------
Attest:
- --------------------------------------
NATWEST INVESTMENT MANAGEMENT LIMITED
By
----------------------------------
Attest:
- --------------------------------------
4
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of 26th day of August, 1983, and amended as of May 1,
1994, by and between Dean Witter World Wide Investment Trust, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter called the "Fund"), and Daiwa International Capital Management
Corp., a Delaware corporation (hereinafter called the "Investment Adviser"):
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 Adviser 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, Pursuant to an Investment Management Agreement between the Fund and
Dean Witter InterCapital Inc. ("InterCapital") ("the InterCapital Investment
Management Agreement"), dated as of the 30th day of June, 1993, and amended as
of May 1, 1994, InterCapital provides investment advisory and management
services to the Fund; and
WHEREAS, Pursuant to an Investment Advisory Agreement between the Fund and
NatWest Investment Management Limited ("NWIM") ("the NWIM Investment Advisory
Agreement"), dated as of the 26th day of August, 1993, and amended as of May 1,
1994, NWIM provides investment advisory services to the Fund; and
WHEREAS, A certain portion of the Fund's assets will be invested in North
and South American issuers under the management of InterCapital as set forth in
the InterCapital Investment Management Agreement; and
WHEREAS, A certain portion of the Fund's assets will be invested in European
and other issuers under the management of NWIM as set forth in the NWIM
Investment Advisory Agreement; and
WHEREAS, The Fund desires to retain the Investment Adviser to render
investment advisory services to the Fund for investments in Pacific Basin
issuers in the manner and on the terms and conditions hereinafter set forth; and
WHEREAS, The Investment Adviser 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 Adviser agree as follows:
1. The Fund hereby retains the Investment Adviser to act as an investment
adviser of the Fund and, subject to the supervision of the Trustees, (a) to
supervise the investment advisory activities of the Fund as hereinafter set
forth; without limiting the generality of the foregoing, with respect to
investments in Pacific Basin issuers, to obtain and evaluate such information
and advice relating to the economy, securities markets and securities as it
deems necessary or useful to discharge its duties hereunder; to continuously
manage the assets of the Fund in a manner consistent with the investment
objective and policies of the Fund; to make decisions as to foreign currency
matters and make determinations as to foreign exchange contracts; shall with
respect to investments in Pacific Basin issuers determine the securities to be
purchased, sold or otherwise disposed of by the Fund and the timing of such
purchases, sales and dispositions; to take such further action, including the
placing of purchase and sale orders on behalf of the Fund, as it shall deem
necessary or appropriate; to furnish to or place at the disposal of the Fund
such of the information, evaluations, analyses and opinions formulated or
obtained by it in the discharge of its duties as the Fund may, from time to
time, reasonably request; and (b) in conjunction with NWIM and InterCapital, to
allocate the Fund's assets for investment among the various geographic sectors;
such allocation will be determined at least quarterly and it is understood that
in the event that the Investment Adviser, NWIM and InterCapital cannot agree on
such allocation, InterCapital shall make the final determination.
<PAGE>
It is understood that the Investment Adviser is a party to a Subadvisory
Agreement, dated the date hereof, between the Investment Adviser and Daiwa
International Capital Management Co. Limited (the "Subadviser") pursuant to
which the latter shall upon request assist the Investment Adviser, at its
expense, in performing its responsibilities hereunder.
2. The Investment Adviser 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 Adviser shall be deemed to
include persons employed or otherwise retained by the Investment Adviser 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 Adviser may
desire. The Investment Adviser shall maintain whatever records as may be
required to be maintained by the Investment Adviser under the Investment Company
Act of 1940. All such records so maintained shall be made available to the Fund,
upon the request of InterCapital or the Fund.
3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Adviser such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the Investment
Adviser may reasonably require in order to discharge its duties and obligations
hereunder or to comply with any applicable law and regulations.
4. The Investment Adviser shall bear the cost of rendering the investment
advisory 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, employed by the Investment Adviser, and such clerical help and bookkeeping
services as the Investment Adviser shall reasonably require in performing its
duties hereunder.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including, without limitation, any fees paid to any investment
manager or investment adviser; fees pursuant to any plan of distribution that
the Fund may adopt; the charges and expenses of any registrar, any custodian,
sub-custodian or depository appointed by the Fund for the safekeeping of its
cash, portfolio securities 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 securities transactions to which the
Fund is a party; all taxes, including securities issuance and transfer taxes,
and fees payable by the Fund to federal, state or other governmental agencies or
pursuant to any foreign laws; 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 or pursuant to any foreign laws (including filing fees and
legal fees and disbursements of counsel); the cost and expense of printing,
including typesetting, and distributing prospectuses 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 Adviser; 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 Adviser, 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 Adviser, the Fund shall pay to the Investment
Adviser monthly compensation determined by applying the following annual rates
to the Fund's daily net assets: 0.225% of daily net assets up to $500 million;
and 0.21375% of daily net assets over $500 million. Except as hereinafter set
forth, compensation under this
2
<PAGE>
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 time the net asset value is determined on that day or, if the net asset
value is not determined on that day, on the last previous business day it was
so determined. 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
the 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 Adviser'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 Adviser 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 Adviser shall reduce its advisory fee to the extent of
22.5% of such excess and, if required, pursuant to any such laws or regulations,
will reimburse the Fund for annual operating expenses in the amount of 22.5% of
such excess of any expense limitation that may be applicable, it being
understood that InterCapital and NWIM have agreed to effect reductions and
reimbursements of 55% and 22.5%, respectively, of such excess in accordance with
the terms of their Investment Management Agreement and Investment Advisory
Agreement, respectively; 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 litigations 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 Adviser's fee or the largest expense
reimbursement 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 Adviser will use its best efforts in the supervision and
management of the investment advisory activities of the Fund, but in the absence
of willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Adviser 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 Adviser or for any losses sustained by the Fund
or investors.
9. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser from acting as
investment adviser or manager for any other person, firm, corporation or other
entity and shall not in any way bind or restrict the Investment Adviser 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 Adviser 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, 1995 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
(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
3
<PAGE>
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 Adviser, either by majority vote of the Trustees of the
Fund or by the vote of a majority of the outstanding voting securities of the
Fund; (b) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act) unless such automatic termination
shall be prevented by an exemptive order of the Securities and Exchange
Commission; and (c) the Investment Adviser 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
Adviser shall be liable for failing to do so.
12. This Agreement shall be construed in accordance with the law 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 Declaration of Trust establishing Dean Witter World Wide Investment
Trust, dated July 7, 1983, 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 World Wide
Investment Trust 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 World Wide Investment Trust 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 World Wide Investment Trust, but
the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on May 1, 1994, in New York, New York.
<TABLE>
<S> <C>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
By
-------------------------------------------------
Attest:
- ----------------------------------------------
DAIWA INTERNATIONAL CAPITAL MANAGEMENT CORP.
By
-------------------------------------------------
Attest:
- ----------------------------------------------
</TABLE>
4
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
DISTRIBUTION AGREEMENT
AGREEMENT made as of this 30th day of June, 1993, between Dean Witter World
Wide Investment Trust, an unincorporated business trust organized under the laws
of the Commonwealth of Massachusetts (the "Trust"), Dean Witter Distributors
Inc., a Delaware corporation (the "Distributor");
W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a diversified open-end investment company and it
is in the interest of the Trust to offer its shares for sale continuously; and
WHEREAS, the Trust and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of the Trust's
transferable shares of beneficial interest, of $.01 par value ("Shares"), in
order to promote the growth of the Trust and facilitate the distribution of its
shares.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. APPOINTMENT OF THE DISTRIBUTOR. (a) The Trust hereby appoints
the Distributor as the principal underwriter of the Trust to sell Shares to the
public on the terms set forth in this Agreement and the Trust's Prospectus and
the Distributor hereby accepts such appointment and agrees to act hereunder. The
Trust, during the term of this Agreement, shall sell Shares to the Distributor
upon the terms and conditions set forth herein.
(b) The Distributor agrees to purchase Shares, as principal for its own
account, from the Trust and to sell Shares as principal to investors and
securities dealers, including Dean Witter Reynolds Inc. ("DWR"), an affiliate of
the Distributor, upon the terms described herein and in the Trust's prospectus
(the "Prospectus") and statement of additional information included in the
Trust's registration statement (the "Registration Statement") most recently
filed from time to time with the Securities and Exchange Commission (the "SEC")
and effective under the Securities Act of 1933, as amended (the "1933 Act"), and
1940 Act or as said Prospectus may be otherwise amended or supplemented and
filed with the SEC pursuant to Rule 497 under the 1933 Act.
SECTION 2. EXCLUSIVE NATURE OF DUTIES. The Distributor shall be the
exclusive principal underwriter and distributor of the Trust, except that the
exclusive rights granted to the Distributor to sell the Shares shall not apply
to Shares issued by the Trust: (i) in connection with the merger or
consolidation of any other investment company or personal holding company with
the Trust or the acquisition by purchase or otherwise of all (or substantially
all) the assets or the outstanding shares of any such company by the Trust; or
(ii) pursuant to reinvestment of dividends or capital gains distributions; or
(iii) pursuant to the reinstatement privilege afforded redeeming shareholders.
SECTION 3. PURCHASE OF SHARES FROM THE TRUST. (a) The Distributor shall
have the right to buy from the Trust the Shares needed, but not more than the
Shares needed (except for clerical errors in transmission), to fill
unconditional orders for Shares placed with the Distributor by investors and
securities dealers. The price which the Distributor shall pay for the Shares so
purchased from the Trust shall be the net asset value, determined as set forth
in the Prospectus.
(b) The Shares are to be resold by the Distributor at the net asset value
per share, as set forth in the Prospectus, to investors or to securities
dealers, including DWR, who have entered into selected dealer agreements with
the Distributor pursuant to Section 7 ("Selected Dealers").
(c) The Trust shall have the right to suspend the sale of the Shares at
times when redemption is suspended pursuant to the conditions set forth in
Section 4(d) hereof. The Trust shall also have the right to suspend the sale of
the Shares if trading on the New York Stock Exchange shall have been suspended,
if a banking moratorium shall have been declared by federal or New York
authorities, or if there shall have been some other extraordinary event which,
in the judgment of the Trust, makes it impracticable to sell the Shares.
1
<PAGE>
(d) The Trust, or any agent of the Trust designated in writing by the
Trust, shall be promptly advised of all purchase orders for Shares received by
the Distributor. Any order may be rejected by the Trust; provided, however, that
the Trust will not arbitrarily or without reasonable cause refuse to accept
orders for the purchase of Shares. The Distributor will confirm orders upon
their receipt, and the Trust (or its agent) upon receipt of payment therefor and
instructions will deliver share certificates for such Shares or a statement
confirming the issuance of Shares. Payment shall be made to the Trust in New
York Clearing House funds. The Distributor agrees to cause such payment and such
instructions to be delivered promptly to the Trust (or its agent).
With respect to Shares sold by any Selected Dealer, the Distributor is
authorized to direct the Trust's transfer agent to receive instructions directly
from the Selected Dealer on behalf of the Distributor as to registration of
Shares in the names of investors and to confirm issuance of the Shares to such
investors. The Distributor is also authorized to instruct the transfer agent to
receive payment directly from the Selected Dealer on behalf of the Distributor,
for prompt transmittal to the Trust's custodian, of the purchase price of the
Shares. In such event the Distributor shall obtain from the Selected Dealer and
maintain a record of such registration instructions and payments.
SECTION 4. REPURCHASE OR REDEMPTION OF SHARES. (a) Any of the outstanding
Shares may be tendered for redemption at any time, and the Trust agrees to
redeem the Shares so tendered in accordance with the applicable provisions set
forth in the Prospectus. The price to be paid to redeem the Shares shall be
equal to the net asset value determined as set forth in the Prospectus less any
applicable contingent deferred sales charge. All payments by the Trust hereunder
shall be made in the manner set forth below.
The proceeds of any redemption of Shares shall be paid by the Trust as
follows: (i) any applicable contingent deferred sales charge shall be paid to
the Distributor or to the Selected Dealer, or, when applicable, pursuant to the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD"), retained by the Fund and (ii) the balance shall be paid to the
redeeming shareholders, in each case in accordance with applicable provisions of
the Prospectus, in New York Clearing House funds. The Distributor is authorized
to direct the Trust to pay directly to any Selected Dealer any contingent
deferred sales charges payable by the Trust to the Distributor in respect of
Shares sold by the Selected Dealer to the redeeming shareholders.
(b) The Distributor is authorized, as agent for the Trust, to repurchase
Shares, represented by a share certificate which is delivered to any office of
the Distributor in accordance with applicable provisions set forth in the
Prospectus. The Distributor shall promptly transmit to the transfer agent of the
Trust for redemption all Shares so delivered. The Distributor shall be
responsible for the accuracy of instructions transmitted to the Trust's transfer
agent in connection with all such repurchases.
(c) The Distributor is authorized, as agent for the Trust, to repurchase
Shares held in a share holder's account with the Trust for which no share
certificate has been issued, upon the telephonic or telegraphic request of the
shareholder, or at the discretion of the Distributor. The Distributor shall
promptly transmit to the transfer agent of the Trust, for redemption, all such
orders for repurchase of shares. Payment for shares repurchased may be made by
the Trust to the Distributor for the account of the shareholder. The Distributor
shall be responsible for the accuracy of instructions transmitted to the Trust's
transfer agent in connection with all such repurchases.
With respect to Shares tendered for redemption or repurchase by any
Selected Dealer on behalf of its customers, the Distributor is authorized to
instruct the transfer agent of the Trust to accept orders for redemption or
repurchase directly from the Selected Dealer on behalf of the Distributor and to
instruct the Trust to transmit payments for such redemptions and repurchases
directly to the Selected Dealer on behalf of the Distributor for the account of
the shareholder. The Distributor shall obtain from the Selected Dealer and
maintain a record of such orders. The Distributor is further authorized to
obtain from the Trust; and shall maintain, a record of payments made directly to
the Selected Dealer on behalf of the Distributor.
2
<PAGE>
(d) Redemption of Shares or payment by the Trust may be suspended at times
when the New York Stock Exchange is closed, when trading on said Exchange is
restricted, when an emergency exists as a result of which disposal by the Trust
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust fairly to determine the value of its net assets, or
during any other period when the Securities and Exchange Commission, by order,
so permits.
SECTION 5. DUTIES OF THE TRUST. (a) The Trust shall furnish to the
Distributor copies of all information, financial statements and other papers
which the Distributor may reasonably request for use in connection with the
distribution of the Shares, including one certified copy, upon request by the
Distributor, of all financial statements prepared by the Trust and examined by
independent accountants. The Trust shall, at the expense of the Distributor,
make available to the Distributor such number of copies of the Prospectus as the
Distributor shall reasonably request.
(b) The Trust shall take, from time to time, but subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized Shares and to register Shares under the 1933 Act, to the end that
there will be available for sale such number of Shares as investors may
reasonably be expected to purchase.
(c) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of the Shares for sale under the
securities laws of such states as the Distributor and the Trust may approve. Any
such qualification may be withheld, terminated or withdrawn by the Trust at any
time in its discretion. As provided in Section 8(c) hereof, the expense of
qualification and maintenance of qualification shall be borne by the Trust. The
Distributor shall furnish such information and other material relating to its
affairs and activities as may be required by the Trust in connection with such
qualification.
(d) The Trust shall, at the expense of the Distributor, furnish, in
reasonable quantities upon request by the Distributor, copies of annual and
interim reports by the Trust.
SECTION 6. DUTIES OF THE DISTRIBUTOR. (a) The Distributor shall sell
Shares of the Trust through DWR, and may sell Shares through other securities
dealers and its own Account Executives, if any, and shall devote reasonable time
and effort to promote sales of the Shares, but shall not be obligated to sell
any specific number of Shares. The services of the Distributor hereunder are not
exclusive and it is understood that the Distributor may act as principal
underwriter for other registered investment companies. It is also understood
that Selected Dealers, including DWR, may also sell shares for other registered
investment companies.
(b) The Distributor and any Selected Dealers shall not give any information
or make any representations, other than those contained in the Registration
Statement or related Prospectus and any sales literature specifically approved
by the Trust.
(c) The Distributor agrees that it will comply with the terms and
limitations of the Rules of Fair Practice of the NASD.
SECTION 7. SELECTED DEALERS AGREEMENTS. (a) The Distributor shall have
the right to enter into selected dealers agreements with Selected Dealers for
the sale of Shares. In making agreements with Selected Dealers, the Distributor
shall act only as principal and not as agent for the Trust. Shares sold to
Selected Dealers shall be for resale by such dealers only at the public offering
price set forth in the Prospectus.
(b) Within the United States, the Distributor shall offer and sell Shares
only to Selected Dealers that are members in good standing of the NASD.
(c) The Distributor shall adopt and follow procedures, as approved by the
Trust, for the confirmation of sales of Shares to investors and Selected
Dealers, the collection of amounts payable by investors and Selected Dealers on
such sales, and the cancellation of unsettled transactions, as may be necessary
to comply with the requirements of the NASD, as such requirements may from time
to time exist.
3
<PAGE>
SECTION 8. PAYMENT OF EXPENSES. (a) The Distributor shall bear all
expenses incurred by it in connection with its duties and activities under this
Agreement including the payment to Selected Dealers of any sales commissions
service fees, and other expenses for sales of the Trust's shares (except such
expenses as are specifically undertaken herein by the Trust) incurred or paid by
Selected Dealers, including DWR. It is understood and agreed that, so long as
the Trust's Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act
continues in effect, any expenses incurred by the Distributor hereunder and by
DWR under the Distribution Agreement previously in effect between DWR and the
Trust may be paid from amounts the Distributor and DWR are entitled to receive
from the Trust under such Plan. It is further understood and agreed that
expenses for which the Distributor and DWR or any other Selected Dealer may be
paid under said Plan include opportunity costs, which may be calculated as a
carrying charge on the excess of distribution expenses, incurred by the
Distributor and/or the Selected Dealer over distribution revenues received by
each of them, respectively, under this Agreement and the Distribution Agreement
previously in effect with DWR.
(b) The Trust shall bear all costs and expenses of the Trust, including
payment of contingent deferred sales charges, fees and disbursements of legal
counsel including counsel to the Trustees of the Trust who are not interested
persons (as defined in the 1940 Act) of the Trust or the Distributor, and
independent accountants, in connection with the preparation and filing of any
required Registration Statements and Prospectuses and all amendments and
supplements thereto, and the expense of preparing, printing, mailing and
otherwise distributing prospectuses and statements of additional information,
annual or interim reports or proxy materials to shareholders.
(c) The Trust shall bear the cost and expenses of qualification of the
Shares for sale, and, if necessary or advisable in connection therewith, of
qualifying the Trust as a broker or dealer, in such states of the United States
or other jurisdictions as shall be selected by the Trust and the Distributor
pursuant to Section 5(c) hereof and the cost and expenses payable to each such
state for continuing qualification therein until the Trust decides to
discontinue such qualification pursuant to Section 5(c) hereof.
SECTION 9. INDEMNIFICATION. (a) The Trust shall indemnify and hold
harmless the Distributor and each person, if any, who controls the Distributor
against any loss, liability, claim, damage or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, claim, damage or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any person acquiring any Shares, which may be based upon the 1933
Act, or on any other statute or at common law, on the ground that the
Registration Statement or related Prospectus and Statements of Additional
Information, as from time to time amended and supplemented, or the annual or
interim reports to shareholders of the Trust, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, unless such
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Trust in connection therewith by or on behalf of
the Distributor; provided, however, that in no case (i) is the indemnity of the
Trust in favor of the Distributor and any such controlling persons to be deemed
to protect the Distributor or any such controlling persons thereof against any
liability to the Trust or its security holders to which the Distributor or any
such controlling persons would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement; or (ii) is the Trust to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Distributor or any such controlling persons, unless the Distributor or any such
controlling persons, as the case may be, shall have notified the Trust in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any designated
agent), but failure to notify the Trust of any such claim shall not relieve it
from any liability which it may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense, of any suit brought to
enforce any such liability, but if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such controlling person or persons, defendant or defendants in
the suit. In the
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<PAGE>
event the Trust elects to assume the defense of any such suit and retain such
counsel, the Distributor or such controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Trust does not elect to assume the
defense of any such suit, it will reimburse the Distributor or such controlling
person or persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Trust shall promptly notify
the Distributor of the commencement of any litigation or proceedings against it
or any of its officers or trustees in connection with the issuance or sale of
the Shares.
(b) (i) The Distributor shall indemnify and hold harmless the Trust and
each of its trustees and officers and each person, if any, who controls the
Trust against any loss, liability, claim, damage, or expense described in the
foregoing indemnity contained in subsection (a) of this Section, but only with
respect to statements or omissions made in reliance upon, and in conformity
with, information furnished to the Trust in writing by or on behalf of the
Distributor for use in connection with the Registration Statement or related
Prospectus and Statement of Additional Information, as from time to time
amended, or the annual or interim reports to shareholders.
(ii) The Distributor shall indemnify and hold harmless the Trust and the
Trust's transfer agent, individually and in its capacity as the Trust's transfer
agent, from and against any claims, damages and liabilities which arise as a
result of actions taken pursuant to instructions from, or on behalf of, the
Distributor to: (1) redeem all or a part of shareholder accounts in the Trust
pursuant to subsection 4(c) hereof and pay the proceeds to, or as directed by,
the Distributor for the account of each shareholder whose Shares are so
redeemed; and (2) register Shares in the names of investors, confirm the
issuance thereof and receive payment therefor pursuant to subsection 3(d).
(iii) In case any action shall be brought against the Trust or any person
so indemnified by this subsection 9(b) in respect of which indemnity may be
sought against the Distributor, the Distributor shall have the rights and duties
given to the Trust, and the Trust and each person so indemnified shall have the
rights and duties given to the Distributor by the provisions of subsection (a)
of this Section 8.
(c) If the indemnification provided for in this Section 9 is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages, liabilities or expenses (or
actions in respect thereof) referred to herein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Trust on the one hand and the Distributor on the other
from the offering of the Shares. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Trust on the one hand and
the Distributor on the other in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Trust on the one hand and
the Distributor on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Trust bear to the total compensation received by the Distributor, in each case
as set forth in the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Trust or the Distributor and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Trust and the Distributor agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to above. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or
expenses (or actions in respect thereof) referred to above shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such claim.
Notwithstanding the provisions of this subsection (c), the Distributor shall not
be required to contribute any amount in excess of the amount by which the total
price at which the Shares distributed by it to the public were
5
<PAGE>
offered to the public exceeds the amount of any damages which it has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
SECTION 10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall become effective as of the date first above written and shall remain in
force until April 30, 1994, and thereafter, but only so long as such continuance
is specifically approved at least annually by (i) the Board of Trustees of the
Trust, or by the vote of a majority of the outstanding voting securities of the
Trust, cast in person or by proxy, and (ii) a majority of those Trustees who are
not parties to this Agreement or interested persons of any such party and who
have no direct or indirect financial interest in this Agreement or in the
operation of the Trust's Rule 12b-1 Plan or in any agreement related thereto,
cast in person at a meeting called for the purpose of voting upon such approval.
This Agreement may be terminated at any time without the payment of any
penalty, by the Trustees of the Trust, by a majority of the Trustees of the
Trust who are not interested persons of the Trust and who have no direct or
indirect financial interest in this Agreement, or by vote of a majority of the
outstanding voting securities of the Trust, or by the Distributor, on sixty
days' written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.
The terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested person," when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.
SECTION 11. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended
by the parties only if such amendment is specifically approved by (i) the
Trustees of the Trust, or by the vote of a majority of outstanding voting
securities of the Trust, and (ii) a majority of those Trustees of the Trust who
are not parties to this Agreement or interested persons of any such party and
who have no direct or indirect financial interest in this Agreement or in any
Agreement related to the Trust's Plan of Distribution pursuant to Rule 12b-1
under the 1940 Act, cast in person at a meeting called for the purpose of voting
on such approval.
SECTION 12. GOVERNING LAW. This Agreement shall be construed in
accordance with the law of the State of New York and the applicable provisions
of the 1940 Act. To the extent the applicable law of the State of New York, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
SECTION 13. PERSONAL LIABILITY. The Declaration of the Trust establishing
Dean Witter World Wide Investment Trust, dated July 7, 1983, 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 World Wide Investment Trust 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 World Wide
Investment Trust 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 World Wide
Investment Trust, but the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first written in New York, New York.
DEAN WITTER WORLD WIDE INVESTMENT TRUST
By: [Signature Illegible]
-------------------------------------
DEAN WITTER DISTRIBUTORS, INC.
By: [Signature Illegible]
-------------------------------------
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<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
SELECTED DEALERS AGREEMENT
Gentlemen:
Dean Witter Distributors Inc. (the "Distributor") has a distribution
agreement (the "Distribution Agreement") with Dean Witter World Wide Investment
Trust, a Massachusetts business trust (the "Fund"), pursuant to which it acts as
the Distributor for the sale of the Fund's shares of beneficial interest, par
value $0.01 per share (the "Shares"). Under the Distribution Agreement, the
Distributor has the right to distribute Shares for resale.
The Fund is an open-end management investment company registered under the
Investment Company Act of 1940, as amended, and the Shares being offered to the
public are registered under the Securities Act of 1933, as amended. You have
received a copy of the Distribution Agreement between us and the Fund and
reference is made herein to certain provisions of such Distribution Agreement.
The terms used herein, including "Prospectus" and "Registration Statement" of
the Fund and "Selected Dealer" shall have the same meaning in this Agreement as
in the Distribution Agreement. As principal, we offer to sell shares to you, as
a Selected Dealer, upon the following terms and conditions:
1. In all sales of Shares to the public you shall act as dealer for your
own account, and in no transaction shall you have any authority to act as agent
for the Fund, for us or for any other Selected Dealer.
2. Orders received from you will be accepted through us or on our behalf
only at the net asset value applicable to each order, as set forth in the
current Prospectus. The procedure relating to the handling of orders shall be
subject to instructions which we or the Fund shall forward from time to time to
you. All orders are subject to acceptance or rejection by the Distributor or
the Fund in the sole discretion of either.
3. You shall not place orders for any Shares unless you have already
received purchase orders for such Shares at the applicable net asset values and
subject to the terms hereof and of the Distribution Agreement and the
Prospectus. You agree that you will not offer or sell any of the Shares except
under circumstances that will result in compliance with the applicable Federal
and state securities laws and that in connection with sales and offers to sell
Shares you will furnish to each person to whom any such sale or offer is made a
copy of the Prospectus (as then amended or supplemented) and will not furnish to
any person any information relating to the Shares, which is inconsistent in any
respect with the information contained in the Prospectus (as then amended or
supplemented) or cause any advertisement to be published by radio or television
or in any newspaper or posted in any public place or use any sales promotional
material without our consent and the consent of the Fund.
4. The Distributor will compensate you for sales of shares of the Fund
and personal services to Fund shareholders by paying you a sales charge and/or
other commissions, which may be in the form of a gross sales credit and/or an
annual residual commission and/or service fee, under the terms and in the
percentage amounts as may be in effect from time to time by the Distributor.
5. You shall not withhold placing orders received from your customers so
as to profit yourself as a result of such withholding; e.g., by a change in the
"net asset value" from that used in determining the offering price to your
customers.
6. If any Shares sold to you under the terms of this Agreement are
repurchased by us for the account of the Fund or are tendered for redemption
within seven business days after the date of the confirmation of the original
purchase by you, it is agreed that you shall forfeit your right to, and refund
to us, any commission received by you with respect to such Shares.
7. No person is authorized to make any representations concerning the
Shares or the Fund except those contained in the current Prospectus and in such
printed information subsequently issued by us or the Fund as information
supplemental to such Prospectus. In purchasing Shares through us you
1
<PAGE>
shall rely solely on the representations contained in the Prospectus and
supplemental information above mentioned. Any printed information which we
furnish you other than the Prospectus and the Fund's periodic reports and proxy
solicitation material are our sole responsibility and not the responsibility of
the Fund, and you agree that the Fund shall have no liability or responsibility
to you in these respects unless expressly assumed in connection therewith.
8. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and you agree thereafter to deliver to such purchasers copies of the annual
and interim reports and proxy solicitation materials of the Fund. You further
agree to endeavor to obtain proxies from such purchasers. Additional copies of
the Prospectus, annual or interim reports and proxy solicitation materials of
the Fund will be supplied to you in reasonable quantities upon request.
9. You are hereby authorized (i) to place orders directly with the Fund
or its agent for shares of the Fund to be sold by us to you subject to the
applicable terms and conditions governing the placement of orders for the
purchase of Fund shares, as set forth in the Distribution Agreement, and (ii) to
tender shares directly to the Fund or its agent for redemption subject to the
applicable terms and conditions set forth in the Distribution Agreement.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely. Each party hereto has the
right to cancel this agreement upon notice to the other party.
11. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the distribution and
redemption of Fund shares. We shall be under no liability to you except for
lack of good faith and for obligations expressly assumed by us herein. Nothing
contained in this paragraph is intended to operate as, and the provisions of
this paragraph shall not in any way whatsoever constitute, a waiver by you of
compliance with any provision of the Securities Act of 1933, as amended, or of
the rules and regulations of the Securities and Exchange Commission issued
thereunder.
12. You represent that you are a member of the National Association of
Securities Dealers, Inc. and, with respect to any sales in the United States, we
both hereby agree to abide by the Rules of Fair Practice of such Association.
13. Upon application to us, we will inform you as to the states in which
we believe the Shares have been qualified for sale under, or are exempt from the
requirements of, the respective securities laws of such states, but we assume no
responsibility or obligation as to your right to sell Shares in any
jurisdiction.
14. All communications to us should be sent to the address shown below.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
15. This Agreement shall become effective as of the date of your
acceptance hereof, provided that you return to us promptly a signed and dated
copy.
DEAN WITTER DISTRIBUTORS INC.
By: ____________________________________
(Authorized Signature)
Please return one signed copy
of this agreement to:
Dean Witter Distributors Inc.
Two World Trade Center
New York, New York 10048
Accepted:
Firm Name:___________________________
By:__________________________________
Address:_____________________________
_____________________________________
Date:________________________________
2
<PAGE>
DEAN WITTER DISTRIBUTORS INC.
Gentlemen:
Dean Witter Distributors Inc. (the "Distributor") has a distribution
agreement (the "Distribution Agreement") with Dean Witter World Wide Investment
Trust, a Massachusetts business trust (the "Fund"), pursuant to which it acts
as the Distributor for the sale of the Fund's shares of beneficial interest, par
value $0.01 per share (the "Shares"). Under the Distribution Agreement, the
Distributor has the right to distribute Shares for resale.
The Fund is an open-end management investment company registered under the
Investment Company Act of 1940, as amended, and the Shares being offered to the
public are registered under the Securities Act of 1933, as amended. You have
received a copy of the Distribution Agreement between us and the Fund and
reference is made herein to certain provisions of such Distribution Agreement.
The terms used herein, including "Prospectus" and "Registration Statement" of
the Fund and "Selected Dealer" shall have the same meaning in this Agreement as
in the Distribution Agreement. As principal, we offer to sell shares to your
customers, upon the following terms and conditions:
1. In all sales of Shares to the public you shall act on behalf of your
customers, and in no transaction shall you have any authority to act as agent
for the Fund, for us or for any Selected Dealer.
2. Orders received from you will be accepted through us or on our behalf
only at the net asset value applicable to each order, as set forth in the
current Prospectus. The procedure relating to the handling of orders shall be
subject to instructions which we or the Fund shall forward from time to time to
you. All orders are subject to acceptance or rejection by the Distributor or the
Fund in the sole discretion of either.
3. You shall not place orders for any Shares unless you have already
received purchase orders for such Shares at the applicable net asset values and
subject to the terms hereof and of the Distribution Agreement and the
Prospectus. You agree that you will not offer or sell any of the Shares except
under circumstances that will result in compliance with the applicable Federal
and state securities laws and that in connection with sales and offers to sell
Shares you will furnish to each person to whom any such sale or offer is made a
copy of the Prospectus (as then amended or supplemented) and will not furnish to
any person any information relating to the Shares, which is inconsistent in any
respect with the information contained in the Prospectus (as then amended or
supplemented) or cause any advertisement to be published by radio or television
or in any newspaper or posted in any public place or use any sales promotional
material without our consent and the consent of the Fund.
4. The Distributor will compensate you for sales of shares of the Fund and
personal services to Fund shareholders by paying you a sales charge and/or other
commission (which may be in the form of a gross sales credit and/or an annual
residual commission) and/or a service fee, under the terms as are set forth in
the Fund's Prospectus.
5. If any Shares sold to your customers under the terms of this Agreement
are repurchased by us for the account of the Fund or are tendered for redemption
within seven business days after the date of the confirmation of the original
purchase by you, it is agreed that you shall forfeit your right to, and refund
to us, any commission received by you with respect to such Shares.
6. No person is authorized to make any representations concerning the
Shares or the Fund except those contained in the current Prospectus and in such
printed information subsequently issued by us or the Fund as information
supplemental to such Prospectus. In selling Shares, you shall rely solely on the
representations contained in the Prospectus and supplemental information
mentioned above. Any printed information which we furnish you other than the
Prospectus and the Fund's periodic reports and proxy solicitation material are
our sole responsibility and not the responsibility of the Fund, and you agree
that the Fund shall have no liability or responsibility to you in these respects
unless expressly assumed in connection therewith.
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<PAGE>
7. You agree to deliver to each of the purchasers making purchases a copy
of the then current Prospectus at or prior to the time of offering or sale, and
you agree thereafter to deliver to such purchasers copies of the annual and
interim reports and proxy solicitation materials of the Fund. You further agree
to endeavor to obtain proxies from such purchasers. Additional copies of the
Prospectus, annual or interim reports and proxy solicitation materials of the
Fund will be supplied to you in reasonable quantities upon request.
8. You are hereby authorized (i) to place orders directly with the Fund or
its agent for shares of the Fund to be sold by us subject to the applicable
terms and conditions governing the placement of orders for the purchase of Fund
shares, as set forth in the Distribution Agreement, and (ii) to tender shares
directly to the Fund or its agent for redemption subject to the applicable terms
and conditions set forth in the Distribution Agreement.
9. We reserve the right in our discretion, without notice, to suspend sales
or withdraw the offering of Shares entirely. Each party hereto has the right to
cancel this agreement upon notice to the other party.
10. I. You shall indemnify and hold harmless the Distributor, from and
against any claims, damages and liabilities which arise as a result of action
taken pursuant to instructions from you, or on your behalf to: a)(i) place
orders for Shares of the Fund with the Fund's transfer agent or direct the
transfer agent to receive instructions for the order of Shares, and (ii) accept
monies or direct that the transfer agent accept monies as payment for the order
of such Shares, all as contemplated by and in accordance with Section 3 of the
Distribution Agreement; b)(i) place orders for the redemption of Shares of the
Fund with the Fund's transfer agent or direct the transfer agent to receive
instruction for the redemption of Shares and (ii) to pay redemption proceeds or
to direct that the transfer agent pay redemption proceeds in connection with
orders for the redemption of Shares, all as contemplated by and in accordance
with Section 4 of the Distribution Agreement; provided, however, that in no
case, (i) is this indemnity in favor of the Distributor and any such controlling
persons to be deemed to protect the Distributor or any such controlling persons
thereof against any liability to which the Distributor or any such controlling
persons would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Agreement or the Distribution
Agreement; or (ii) are you to be liable under the indemnity agreement contained
in this paragraph with respect to any claim made against the Distributor or any
such controlling persons, unless the Distributor or any such controlling
persons, as the case may be, shall have notified you in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any designated
agent), but failure to notify you of any such claim shall not relieve you from
any liability which you may have to the person against whom such action is
brought otherwise than on account of the indemnity agreement contained in this
paragraph. You will be entitled to participate at your own expense in the
defense, or, if you so elect, to assume the defense, of any suit brought to
enforce any such liability, but if you elect to assume the defense, such defense
shall be conducted by counsel chosen by you and satisfactory to the Distributor
or such controlling person or persons, defendant or defendants in the suit. In
the event you elect to assume the defense of any such suit and retain such
counsel, the Distributor or such controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case you do not elect to assume the defense of
any such suit, you will reimburse the Distributor or such controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. You shall promptly notify the
Distributor of the commencement of any litigation or proceedings against it or
any of its officers or directors in connection with the issuance or sale of the
Shares.
II. If the indemnification provided for in this Section 10 is unavailable
or insufficient to hold harmless the Distributor, as provided above in respect
of any losses, claims, damages, liabilities or expenses (or actions in respect
thereof) referred to herein, then you shall contribute to the amount paid or
payable by the Distributor as a result of such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by you on the one hand and
the
2
<PAGE>
Distributor on the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then you shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also your relative fault on the one hand and the relative
fault of the Distributor on the other, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses (or actions in respect thereof), as well as any other relevant
equitable considerations. You and the Distributor agree that it would not be
just and equitable if contribution were determined by pro rata allocation or by
any other method of allocation which does not take into account the equitable
considerations referred to above. The amount paid or payable by the Distributor
as a result of the losses, claims, damages, liabilities or expenses (or actions
in respect thereof) referred to above shall be deemed to include any legal or
other expenses reasonably incurred by the Distributor in connection with
investigating or defending any such claim. Notwithstanding the provisions of
this subsection (II), you shall not be required to contribute any amount in
excess of the amount by which the total price at which the Shares distributed by
it to the public were offered to the public exceeds the amount of any damages
which it has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933 Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
11. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the distribution and
redemption of Fund shares. We shall be under no liability to you except for lack
of good faith and for obligations expressly assumed by us herein. Nothing
contained in this paragraph is intended to operate as, and the provisions of
this paragraph shall not in any way whatsoever constitute, a waiver by you of
compliance with any provision of the Securities Act of 1933, as amended, or of
the rules and regulations of the Securities and Exchange Commission issued
thereunder.
12. You represent that you are a member of the National Association of
Securities Dealers, Inc. and, with respect to any sales in the United States, we
both hereby agree to abide by the Rules of Fair Practice of such Association.
13. Upon application to us, we will inform you as to the states in which we
believe the Shares have been qualified for sale under, or are exempt from the
requirements of, the respective securities laws of such states, but we assume no
responsibility or obligation as to your right to sell Shares in any
jurisdiction.
14. All communications to us should be sent to the address shown below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
3
<PAGE>
15. This Agreement shall become effective as of the date of your acceptance
hereof, provided that you return to us promptly a signed and dated copy.
DEAN WITTER DISTRIBUTORS INC.
By
-----------------------------------
(Authorized Signature)
Please return one signed copy
of this agreement to:
Dean Witter Distributors Inc.
Two World Trade Center
New York, New York 10048
Accepted:
Firm Name:
---------------------------
By:
----------------------------------
Address:
-----------------------------
- --------------------------------------
Date:
--------------------------------
4
<PAGE>
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
with
DEAN WITTER TRUST COMPANY
DWR
[open-end]
<PAGE>
TABLE OF CONTENTS
Page
----
Article 1 Terms of Appointment; Duties of DWTC. . . . . . . . . . . . . 2
Article 2 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 6
Article 3 Representations and Warranties of DWTC. . . . . . . . . . . . 7
Article 4 Representations and Warranties of the
Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Article 5 Duty of Care and Indemnification. . . . . . . . . . . . . . . 9
Article 6 Documents and Covenants of the Fund and
DWTC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Article 7 Duration and Termination of Agreement . . . . . . . . . . . . 16
Article 8 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Article 9 Affiliations. . . . . . . . . . . . . . . . . . . . . . . . . 17
Article 10 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Article 11 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . 18
Article 12 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 18
Article 13 Merger of Agreement . . . . . . . . . . . . . . . . . . . . . 20
Article 14 Personal Liability. . . . . . . . . . . . . . . . . . . . . . 21
-i-
<PAGE>
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of August, 1993
by and between each of the Dean Witter Funds listed on the signature pages
hereof, each of such Funds acting severally on its own behalf and not jointly
with any of such other Funds (each such Fund hereinafter referred to as the
"Fund"), each such Fund having its principal office and place of business at Two
World Trade Center, New York, New York, 10048, and DEAN WITTER TRUST COMPANY, a
trust company organized under the laws of New Jersey, having its principal
office and place of business at Harborside Financial Center, Plaza Two, Jersey
City, New Jersey 07311 ("DWTC").
WHEREAS, the Fund desires to appoint DWTC as its transfer agent,
dividend disbursing agent and shareholder servicing agent and DWTC desires to
accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
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<PAGE>
Article 1 TERMS OF APPOINTMENT; DUTIES OF DWTC
1.1 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints DWTC to act as, and DWTC agrees
to act as, the transfer agent for each series and class of shares of the Fund,
whether now or hereafter authorized or issued ("Shares"), dividend disbursing
agent and shareholder servicing agent in connection with any accumulation, open-
account or similar plans provided to the holders of such Shares ("Shareholders")
and set out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund, including without limitation any
periodic investment plan or periodic withdrawal program.
1.2 DWTC agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Fund and DWTC, DWTC shall:
(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation therefor to the
custodian of the assets of the Fund (the "Custodian");
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<PAGE>
(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and issue certificates therefor or hold such Shares in book form in
the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the redeeming
Shareholders;
(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(vii) Calculate any sales charges payable by a Shareholder on
purchases and/or redemptions of Shares of the Fund as such charges may be
reflected in the prospectus;
(viii) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
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<PAGE>
(ix) Record the issuance of Shares of the Fund and maintain
pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934 ("1934
Act") a record of the total number of Shares of the Fund which are authorized,
based upon data provided to it by the Fund, and issued and outstanding. DWTC
shall also provide to the Fund on a regular basis the total number of Shares
which are authorized, issued and outstanding and shall notify the Fund in case
any proposed issue of Shares by the Fund would result in an overissue. In case
any issue of Shares would result in an overissue, DWTC shall refuse to issue
such Shares and shall not countersign and issue any certificates requested for
such Shares. When recording the issuance of Shares, DWTC shall have no
obligation to take cognizance of any Blue Sky laws relating to the issue of sale
of such Shares, which functions shall be the sole responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in
the above paragraph (a), DWTC shall: (i) perform all of the customary services
of a transfer agent, dividend disbursing agent and, as relevant, shareholder
servicing agent in connection with dividend reinvestment, accumulation, open-
account or similar plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not limited to, maintaining
all Shareholder accounts, preparing Shareholder meeting lists,
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<PAGE>
mailing proxies, receiving and tabulating proxies, mailing shareholder reports
and prospectuses to current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing appropriate forms required
with respect to dividends and distributions by federal tax authorities for all
Shareholders, preparing and mailing confirmation forms and statements of account
to Shareholders for all purchases and redemptions of Shares and other confirm-
able transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders and providing Shareholder account information; (ii)
open any and all bank accounts which may be necessary or appropriate in order to
provide the foregoing services; and (iii) provide a system which will enable the
Fund to monitor the total number of Shares sold in each State or other
jurisdiction.
(c) In addition, the Fund shall (i) identify to DWTC in writing
those transactions and assets to be treated as exempt from Blue Sky reporting
for each State and (ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the daily activity for
each State. The responsibility of DWTC for the Fund's registration status under
the Blue Sky or securities laws of any State or other jurisdiction is solely
limited to the initial establishment of transactions subject to Blue Sky
compliance by the Fund and the reporting of such transactions
-5-
<PAGE>
to the Fund as provided above and as agreed from time to time by the Fund and
DWTC.
(d) DWTC shall provide such additional services and functions
not specifically described herein as may be mutually agreed between DWTC and
the Fund. Procedures applicable to such services may be established from time
to time by agreement between the Fund and DWTC.
Article 2 FEES AND EXPENSES
2.1 For performance by DWTC pursuant to this Agreement, each
Fund agrees to pay DWTC an annual maintenance fee for each Shareholder account
and certain transactional fees, if applicable, as set out in the respective fee
schedule attached hereto as Schedule A. Such fees and out-of-pocket expenses
and advances identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Fund and DWTC.
2.2 In addition to the fees paid under Section 2.1 above, the
Fund agrees to reimburse DWTC in connection with the services rendered by DWTC
hereunder. In addition, any other expenses incurred by DWTC at the request or
with the consent of the Fund will be reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses
within a reasonable period of time
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<PAGE>
following the mailing of the respective billing notice. Postage for mailing of
dividends, proxies, Fund reports and other mailings to all Shareholder accounts
shall be advanced to DWTC by the Fund upon request prior to the mailing date of
such materials.
Article 3 REPRESENTATIONS AND WARRANTIES OF DWTC
DWTC represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in
good standing under the laws of New Jersey and it is duly qualified to carry on
its business in New Jersey.
3.2 It is and will remain registered with the U.S. Securities
and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements
of Section 17A of the 1934 Act.
3.3 It is empowered under applicable laws and by its charter and
By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
-7-
<PAGE>
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to DWTC that:
4.1 It is a corporation duly organized and existing and in good
standing under the laws of Delaware or Maryland or a trust duly organized and
existing and in good standing under the laws of Massachusetts, as the case may
be.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation or Declaration of Trust, as the case may be, and under its By-Laws
to enter into and perform this Agreement.
4.3 All corporate proceedings necessary to authorize it to
enter into and perform this Agreement have been taken.
4.4 It is an investment company registered with the SEC under
the Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the Securities Act of 1933
(the "1933 Act") is currently effective and will remain effective, and
appropriate state securities law filings have been made and will continue to be
made, with respect to all Shares of the Fund being offered for sale.
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<PAGE>
Article 5 DUTY OF CARE AND INDEMNIFICATION
5.1 DWTC shall not be responsible for, and the Fund shall
indemnify and hold DWTC harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of DWTC or its agents or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by DWTC or its agents or subcontractors of
information, records and documents which (i) are received by DWTC or its agents
or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have
been prepared and/or maintained by the Fund or any other person or firm on
behalf of the Fund.
(d) The reliance on, or the carrying out by DWTC or its agents or
subcontractors of, any instructions or requests
-9-
<PAGE>
of the Fund.
(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities or Blue Sky laws of
any State or other jurisdiction that such Shares be registered in such State or
other jurisdiction or in violation of any stop order or other determination or
ruling by any federal agency or any State or other jurisdiction with respect to
the offer or sale of such Shares in such State or other jurisdiction.
5.2 DWTC shall indemnify and hold the Fund harmless from or
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by DWTC as a result of the lack of good faith, negligence or
willful misconduct of DWTC, its officers, employees or agents.
5.3 At any time, DWTC may apply to any officer of the Fund for
instructions, and may consult with legal counsel to the Fund, with respect to
any matter arising in connection with the services to be performed by DWTC under
this Agreement, and DWTC and its agents or subcontractors shall not be liable
and shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. DWTC, its
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<PAGE>
agents and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably believed to
be genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to DWTC or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. DWTC, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signature of the officers of the
Fund, and the proper countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.
5.4 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
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<PAGE>
5.5 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
5.6 In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 DOCUMENTS AND COVENANTS OF THE FUND AND DWTC
6.1 The Fund shall promptly furnish to DWTC the following:
(a) If a corporation:
(i) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of DWTC and the execution and delivery of
this Agreement;
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<PAGE>
(ii) A certified copy of the Articles of Incorporation and By-Laws of
the Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of Directors
designating persons authorized to give instructions on behalf of the Fund and
signature cards bearing the signature of any officer of the Fund or any other
person authorized to sign written instructions on behalf of the Fund;
(iv) A specimen of the certificate for Shares of the Fund in the form
approved by the Board of Directors, with a certificate of the Secretary of the
Fund as to such approval;
(b) If a business trust:
(i) A certified copy of the resolution of the Board of Trustees of
the Fund authorizing the appointment of DWTC and the execution and delivery of
this Agreement;
(ii) A certified copy of the Declaration of Trust and By-laws of the
Fund and all amendments thereto;
(iii) Certified copies of each vote of the Board of Trustees
designating persons authorized to give instructions on behalf of the Fund and
signature cards bearing the signature of any officer of the Fund or any other
person authorized to sign written instructions on behalf of the Fund;
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<PAGE>
(iv) A specimen of the certificate for Shares of the Fund in the form
approved by the Board of Trustees, with a certificate of the Secretary of the
Fund as to such approval;
(c) The current registration statements and any amendments and
supplements thereto filed with the SEC pursuant to the requirements of the 1933
Act or the 1940 Act;
(d) All account application forms or other documents relating to
Shareholder accounts and/or relating to any plan, program or service offered or
to be offered by the Fund; and
(e) Such other certificates, documents or opinions as DWTC deems to
be appropriate or necessary for the proper performance of its duties.
6.2 DWTC hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of Share
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
6.3 DWTC shall prepare and keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable and
as required by applicable laws and regulations. To the extent required by
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<PAGE>
Section 31 of the 1940 Act, and the rules and regulations thereunder, DWTC
agrees that all such records prepared or maintained by DWTC relating to the
services performed by DWTC hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such Section 31 of
the 1940 Act, and the rules and regulations thereunder, and will be surrendered
promptly to the Fund on and in accordance with its request.
6.4 DWTC and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential and shall not be voluntarily disclosed to any other person
except as may be required by law or with the prior consent of DWTC and the Fund.
6.5 In case of any request or demands for the inspection of the
Shareholder records of the Fund, DWTC will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. DWTC reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
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<PAGE>
Article 7 DURATION AND TERMINATION OF AGREEMENT
7.1 This Agreement shall remain in full force and effect until
July 31, 1996 and from year-to-year thereafter unless terminated by either party
as provided in Section 7.2 hereof.
7.2 This Agreement may be terminated by the Fund on 60 days
written notice, and by DWTC on 90 days written notice, to the other party
without payment of any penalty.
7.3 Should the Fund exercise its right to terminate, all out-of-
pocket expenses associated with the movement of records and other materials will
be borne by the Fund. Additionally, DWTC reserves the right to charge for any
other reasonable fees and expenses associated with such termination.
Article 8 ASSIGNMENT
8.1 Except as provided in Section 8.3 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
8.2 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
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<PAGE>
8.3 DWTC may, in its sole discretion and without further consent
by the Fund, subcontract, in whole or in part, for the performance of its
obligations and duties hereunder with any person or entity including but not
limited to companies which are affiliated with DWTC; PROVIDED, HOWEVER, that
such person or entity has and maintains the qualifications, if any, required to
perform such obligations and duties, and that DWTC shall be as fully responsible
to the Fund for the acts and omissions of any agent or subcontractor as it is
for its own acts or omissions under this Agreement.
Article 9 AFFILIATIONS
9.1 DWTC may now or hereafter, without the consent of or notice
to the Fund, function as transfer agent and/or shareholder servicing agent for
any other investment company registered with the SEC under the 1940 Act and for
any other issuer, including without limitation any investment company whose
adviser, administrator, sponsor or principal underwriter is or may become
affiliated with Dean Witter, Discover & Co. or any of its direct or indirect
subsidiaries or affiliates.
9.2 It is understood and agreed that the Directors or Trustees
(as the case may be), officers, employees, agents and shareholders of the Fund,
and the directors, officers, employees, agents and shareholders of the
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<PAGE>
Fund's investment adviser and/or distributor, are or may be interested in DWTC
as directors, officers, employees, agents and shareholders or otherwise, and
that the directors, officers, employees, agents and shareholders of DWTC may be
interested in the Fund as Directors or Trustees (as the case may be), officers,
employees, agents and shareholders or otherwise, or in the investment adviser
and/or distributor as directors, officers, employees, agents, shareholders or
otherwise.
Article 10 AMENDMENT
10.1 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors or the Board of Trustees (as the case may be) of the
Fund.
Article 11 APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
York.
Article 12 MISCELLANEOUS
12.1 In the event that one or more additional investment
companies managed or administered by Dean Witter InterCapital Inc. or any of its
affiliates ("Additional Funds") desires to retain DWTC to act as transfer agent,
dividend disbursing agent and/or shareholder servicing agent,
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<PAGE>
and DWTC desires to render such services, such services shall be provided
pursuant to a letter agreement, substantially in the form of Exhibit A hereto,
between DWTC and each Additional Fund.
12.2 In the event of an alleged loss or destruction of any Share
certificate, no new certificate shall be issued in lieu thereof, unless there
shall first be furnished to DWTC an affidavit of loss or non-receipt by the
holder of Shares with respect to which a certificate has been lost or destroyed,
supported by an appropriate bond satisfactory to DWTC and the Fund issued by a
surety company satisfactory to DWTC, except that DWTC may accept an affidavit of
loss and indemnity agreement executed by the registered holder (or legal
representative) without surety in such form as DWTC deems appropriate
indemnifying DWTC and the Fund for the issuance of a replacement certificate, in
cases where the alleged loss is in the amount of $1000 or less.
12.3 In the event that any check or other order for payment of money
on the account of any Shareholder or new investor is returned unpaid for any
reason, DWTC will (a) give prompt notification to the Fund's distributor
("Distributor") (or to the Fund if the Fund acts as its own distributor) of such
non-payment; and (b) take such other action, including imposition of a
reasonable processing or handling fee, as DWTC
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<PAGE>
may, in its sole discretion, deem appropriate or as the Fund and, if applicable,
the Distributor may instruct DWTC.
12.4 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to DWTC shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To the Fund:
[Name of Fund]
Two World Trade Center
New York, New York 10048
Attention: General Counsel
To DWTC:
Dean Witter Trust Company
Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311
Attention: President
Article 13 MERGER OF AGREEMENT
13.1 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
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<PAGE>
Article 14 PERSONAL LIABILITY
14.1 In the case of a Fund organized as a Massachusetts business
trust, a copy of the Declaration of Trust of the Fund is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund; provided, however, that
the Declaration of Trust of the Fund provides that the assets of a particular
Series of the Fund shall under no circumstances be charged with liabilities
attributable to any other Series of the Fund and that all persons extending
credit to, or contracting with or having any claim against, a particular Series
of the Fund shall look only to the assets of that particular Series for payment
of such credit, contract or claim.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.
(1) Dean Witter Liquid Asset Fund Inc.
(2) Dean Witter Tax-Free Daily Income Trust
(3) Dean Witter California Tax-Free Daily Income Trust
(4) Dean Witter Retirement Series
(5) Dean Witter Dividend Growth Securities Inc.
(6) Dean Witter Natural Resource Development Securities Inc.
(7) Dean Witter World Wide Investment Trust
(8) Dean Witter Capital Growth Securities
(9) Dean Witter Convertible Securities Trust
(10) Active Assets Tax-Free Trust
(11) Active Assets Money Trust
(12) Active Assets California Tax-Free Trust
(13) Active Assets Government Securities Trust
(14) Dean Witter Equity Income Trust
(15) Dean Witter Federal Securities Trust
(16) Dean Witter U.S. Government Securities Trust
(17) Dean Witter High Yield Securities Inc.
(18) Dean Witter New York Tax-Free Income Fund
(19) Dean Witter Tax-Exempt Securities Trust
(20) Dean Witter California Tax-Free Income Fund
(21) Dean Witter Managed Assets Trust
(22) Dean Witter Limited Term Municipal Trust
(23) Dean Witter World Wide Income Trust
(24) Dean Witter Utilities Fund
(25) Dean Witter Strategist Fund
(26) Dean Witter New York Municipal Money Market Trust
(27) Dean Witter Intermediate Income Securities
(28) Prime Income Trust
(29) Dean Witter European Growth Fund Inc.
(30) Dean Witter Developing Growth Securities Trust
(31) Dean Witter Precious Metals and Minerals Trust
(32) Dean Witter Pacific Growth Fund Inc.
(33) Dean Witter Multi-State Municipal Series Trust
(34) Dean Witter Premier Income Trust
(35) Dean Witter Short-Term U.S. Treasury Trust
(36) Dean Witter Diversified Income Trust
(37) Dean Witter Health Sciences Trust
(38) Dean Witter Global Dividend Growth Securities
(39) Dean Witter American Value Fund
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(40) Dean Witter U.S. Government Money Market Trust
(41) Dean Witter Global Short-Term Income Fund Inc.
(42) Dean Witter Value-Added Market Series
(43) Dean Witter Select Municipal Reinvestment Fund
(44) Dean Witter Variable Investment Series
By:/s/ Sheldon Curtis
-------------------------------------
Sheldon Curtis
Vice President and General Counsel
ATTEST:
/s/ Barry Fink
- ---------------------------
Barry Fink
Assistant Secretary
DEAN WITTER TRUST COMPANY
By:/s/ Charles A. Fiumefreddo
------------------------------------
Charles A. Fiumefreddo
Chairman
ATTEST:
/s/ David A. Hughey
- ------------------------
David A. Hughey
Executive Vice President
f:\transfer.dw
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<PAGE>
Dean Witter Trust Company
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
Gentlemen:
The undersigned, (THE FUND NAME) a (Massachusetts business
trust/Maryland corporation) (the "Fund"), desires to employ and appoint Dean
Witter Trust Company ("DWTC") to act as transfer agent for each series and class
of shares of the Fund, whether now or hereafter authorized or issued ("Shares"),
dividend disbursing agent and shareholder servicing agent, registrar and agent
in connection with any accumulation, open-account or similar plan provided to
the holders of Shares, including without limitation any periodic investment plan
or periodic withdrawal plan.
The Fund hereby agrees that, in consideration for the payment by the
Fund to DWTC of fees as set out in the fee schedule attached hereto as Schedule
A, DWTC shall provide such services to the Fund pursuant to the terms and
conditions set forth in the Transfer Agency and Service Agreement annexed
hereto, as if the Fund was a signatory thereto.
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<PAGE>
Please indicate DWTC's acceptance of employment and appointment by the
Fund in the capacities set forth above by so indicating in the space provided
below.
Very truly yours,
(NAME OF THE FUND)
By:__________________________________
Sheldon Curtis
Vice President and General Counsel
ACCEPTED AND AGREED TO:
DEAN WITTER TRUST COMPANY
By:_______________________
Its:______________________
Date:_____________________
f:\transfer.dw
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<PAGE>
SCHEDULE A
Fund: Dean Witter World Wide Investment Trust
Fees: (1) Annual maintenance fee of $11.00 per shareholder account,
payable monthly.
(2) A fee equal to 1/12 of the fee set forth in (1) above, for
providing Forms 1099 for accounts closed during the year, payable
following the end of the calendar year.
(3) Out-of-pocket expenses in accordance with Section 2.2 of the
Agreement.
(4) Fees for additional services not set forth in this Agreement
shall be as negotiated between the parties.
<PAGE>
SERVICES AGREEMENT
AGREEMENT made as of the 31st day of December, 1993 by and between Dean
Witter InterCapital Inc., a Delaware corporation (herein referred to as
"InterCapital"), and Dean Witter Services Company Inc., a New Jersey corporation
(herein referred to as "DWS").
WHEREAS, InterCapital has entered into separate agreements (each such
agreement being herein referred to as an "Investment Management Agreement") with
certain investment companies as set forth on Schedule A (each such investment
company being herein referred to as a "Fund" and, collectively, as the "Funds")
pursuant to which InterCapital is to perform, or supervise the performance of,
among other services, administrative services for the Funds (and, in the case of
Funds with multiple portfolios, the Series or Portfolios of the Funds (such
Series and Portfolio being herein individually referred to as "a Series" and,
collectively, as "the Series"));
WHEREAS, InterCapital desires to retain DWS to perform the administrative
services as described below; and
WHEREAS, DWS desires to be retained by InterCapital to perform such
administrative services:
Now, therefore, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. DWS agrees to provide administrative services to each Fund as
hereinafter set forth. Without limiting the generality of the foregoing, DWS
shall (i) administer the Fund's business affairs and supervise the overall
day-to-day operations of the Fund (other than rendering investment advice); (ii)
provide the Fund with full administrative services, including the maintenance of
certain books and records, such as journals, ledger accounts and other records
required under the Investment Company Act of 1940, as amended (the "Act"), the
notification to the Fund and InterCapital of available funds for investment, the
reconciliation of account information and balances among the Fund's custodian,
transfer agent and dividend disbursing agent and InterCapital, and the
calculation of the net asset value of the Fund's shares; (iii) provide the Fund
with the services of persons competent to perform such supervisory,
administrative and clerical functions as are necessary to provide effective
operation of the Fund; (iv) oversee the performance of administrative and
professional services rendered to the Fund by others, including its custodian,
transfer agent and dividend disbursing agent, as well as accounting, auditing
and other services; (v) provide the Fund with adequate general office space and
facilities; (vi) assist in the preparation and the printing of the periodic
updating of the Fund's registration statement and prospectus (and, in the case
of an open-end Fund, the statement of additional information), tax returns,
proxy statements, and reports to its shareholders and the Securities and
Exchange Commission; and (vii) monitor the compliance of the Fund's investment
policies and restrictions.
In the event that InterCapital enters into an Investment Management
Agreement with another investment company, and wishes to retain DWS to perform
administrative services hereunder, it shall notify DWS in writing. If DWS is
willing to render such services, it shall notify InterCapital in writing,
whereupon such other Fund shall become a Fund as defined herein.
2. DWS 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 DWS shall be deemed to include officers of DWS and persons employed
or otherwise retained by DWS (including officers and employees of InterCapital,
with the consent of InterCapital) to furnish services, statistical and other
factual data, information with respect to technical and scientific developments,
and such other information, advice and assistance as DWS may desire. DWS shall
maintain each Fund's records and books of account (other than those maintained
by the Fund's transfer agent, registrar, custodian and other agencies). All such
books and records so maintained shall be the property of the Fund and, upon
request therefor, DWS shall surrender to InterCapital or to the Fund such of the
books and records so requested.
3. InterCapital will, from time to time, furnish or otherwise make
available to DWS such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as DWS may
1
<PAGE>
reasonably require in order to discharge its duties and obligations to the Fund
under this Agreement or to comply with any applicable law and regulation or
request of the Board of Directors/Trustees of the Fund.
4. For the services to be rendered, the facilities furnished, and the
expenses assumed by DWS, InterCapital shall pay to DWS monthly compensation
calculated daily (in the case of an open-end Fund) or weekly (in the case of
a closed-end Fund) by applying the annual rate or rates set forth on Schedule B
to the net assets of each Fund. Except as hereinafter set forth, (i) in the
case of an open-end Fund, compensation under this Agreement shall be calculated
by applying 1/365th of the annual rate or rates to the Fund's or the Series'
daily net assets determined as of the close of business on that day or the last
previous business day and (ii) in the case of a closed-end Fund, compensation
under this Agreement shall be calculated by applying the annual rate or rates
to the Fund's average weekly net assets determined as of the close of the last
business day of each week. If this Agreement becomes effective subsequent to
the first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
on Schedule B. Subject to the provisions of paragraph 5 hereof, payment of DWS'
compensation for the preceding month shall be made as promptly as possible
after completion of the computations contemplated by paragraph 5 hereof.
5. In the event the operating expenses of any open-end Fund and/or any
Series thereof, or of InterCapital Income Securities Inc., including amounts
payable to InterCapital pursuant to the Investment Management Agreement, for any
fiscal year ending on a date on which this Agreement is in effect, exceed the
expense limitations applicable to the Fund and/or any Series thereof imposed by
state securities laws or regulations thereunder, as such limitations may be
raised or lowered from time to time, or, in the case of InterCapital Income
Securities Inc. or Dean Witter Variable Investment Series or any Series thereof,
the expense limitation specified in the Fund's Investment Management Agreement,
the fee payable hereunder shall be reduced on a pro rata basis in the same
proportion as the fee payable by the Fund under the Investment Management
Agreement is reduced.
6. DWS shall bear the cost of rendering the administrative 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 employed by DWS,
and such clerical help and bookkeeping services as DWS shall reasonably require
in performing its duties hereunder.
7. DWS will use its best efforts in the performance of administrative
activitives on behalf of each Fund, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations hereunder,
DWS 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 DWS or for any losses
sustained by the Fund or its investors. It is understood that, subject to the
terms and conditions of the Investment Management Agreement between each Fund
and InterCapital, InterCapital shall retain ultimate responsibility for all
services to be performed hereunder by DWS. DWS shall indemnify InterCapital and
hold it harmless from any liability that InterCapital may incur arising out of
any act or failure to act by DWS in carrying out its responsibilities hereunder.
8. It is understood that any of the shareholders, Directors/Trustees,
officers and employees of the Fund may be a shareholder, director, officer or
employee of, or be otherwise interested in, DWS, and in any person controlling,
controlled by or under common control with DWS, and that DWS and any person
controlling, controlled by or under common control with DWS may have an interest
in the Fund. It is also understood that DWS and any affiliated persons thereof
or any persons controlling, controlled by or under common control with DWS have
and may have advisory, management, administration service or other contracts
with other organizations and persons, and may have other interests and
businesses, and further may purchase, sell or trade any securities or
commodities for their own accounts or for the account of others for whom they
may be acting.
9. This Agreement shall continue until April 30, 1994, and thereafter shall
continue automatically for successive periods of one year unless terminated by
either party by written notice delivered to the other party within 30 days of
the expiration of the then-existing period. Notwithstanding the foregoing, this
Agreement may be terminated at any time, by either party on 30 days' written
notice delivered to the other party. In the
2
<PAGE>
event that the Investment Management Agreement between any Fund and InterCapital
is terminated, this Agreement will automatically terminate with respect to such
Fund.
10. This Agreement may be amended or modified by the parties in any manner
by mutual written agreement executed by each of the parties hereto.
11. This Agreement shall be construed and interpreted in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written in New York, New York.
DEAN WITTER INTERCAPITAL INC.
By: ____________________________
Attest:
__________________________
DEAN WITTER SERVICES COMPANY INC.
By: _____________________________
Attest:
__________________________
3
<PAGE>
SCHEDULE A
DEAN WITTER FUNDS
AT DECEMBER 31, 1993
OPEN-END FUNDS
1. Active Assets California Tax-Free Trust
2. Active Assets Government Securities Trust
3. Active Assets Money Trust
4. Active Assets Tax-Free Trust
5. Dean Witter American Value Fund
6. Dean Witter California Tax-Free Daily Income Trust
7. Dean Witter California Tax-Free Income Fund
8. Dean Witter Capital Growth Securities
9. Dean Witter Convertible Securities Trust
10. Dean Witter Developing Growth Securities Trust
11. Dean Witter Diversified Income Trust
12. Dean Witter Dividend Growth Securities Inc.
13. Dean Witter Equity Income Trust
14. Dean Witter European Growth Fund Inc.
15. Dean Witter Federal Securities Trust
16. Dean Witter Global Dividend Growth Securities
17. Dean Witter Global Short-Term Income Fund Inc.
18. Dean Witter Health Sciences Trust
19. Dean Witter High Yield Securities Inc.
20. Dean Witter Intermediate Income Securities
21. Dean Witter Limited Term Municipal Trust
22. Dean Witter Liquid Asset Fund Inc.
23. Dean Witter Managed Assets Trust
24. Dean Witter Multi-State Municipal Series Trust
25. Dean Witter Natural Resource Development Securities Inc.
26. Dean Witter New York Municipal Money Market Trust
27. Dean Witter New York Tax-Free Income Fund
28. Dean Witter Pacific Growth Fund Inc.
29. Dean Witter Precious Metals and Minerals Trust
30. Dean Witter Premier Income Trust
31. Dean Witter Retirement Series
32. Dean Witter Select Municipal Reinvestment Fund
33. Dean Witter Short-Term U.S. Treasury Trust
34. Dean Witter Strategist Fund
35. Dean Witter Tax-Exempt Securities Trust
36. Dean Witter Tax-Free Daily Income Trust
37. Dean Witter U.S. Government Money Market Trust
38. Dean Witter U.S. Government Securities Trust
39. Dean Witter Utilities Fund
40. Dean Witter Value-Added Market Series
41. Dean Witter Variable Investment Series
42. Dean Witter World Wide Income Trust
43. Dean Witter World Wide Investment Trust
CLOSED-END FUNDS
44. High Income Advantage Trust
45. High Income Advantage Trust II
46. High Income Advantage Trust III
47. InterCapital Income Securities Inc.
48. Dean Witter Government Income Trust
49. InterCapital Insured Municipal Bond Trust
50. InterCapital Insured Municipal Trust
51. InterCapital Insured Municipal Income Trust
52. InterCapital California Insured Municipal Income Trust
53. InterCapital Quality Municipal Investment Trust
54. InterCapital Quality Municipal Income Trust
55. InterCapital Quality Municipal Securities
56. InterCapital California Quality Municipal Securities
57. InterCapital New York Quality Municipal Securities
4
<PAGE>
DEAN WITTER SERVICES COMPANY
SCHEDULE OF ADMINISTRATIVE FEES - JANUARY 1, 1994
MONTHLY COMPENSATION CALCULATED DAILY BY APPLYING THE FOLLOWING ANNUAL RATES TO
THE FUND'S NET ASSETS.
Dean Witter World Wide 0.055% to the daily net assets.
Investment Trust
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 11 to the
registration statement on Form N-1A (the "Registration Statement") of our
report dated May 20, 1994, relating to the financial statements and
financial highlights of Dean Witter World Wide Investment Trust, which
appears in such Statement of Additional Information, and to the
incorporation by reference of our report into the Prospectus which
constitutes part of this Registration Statement. We also consent to the
references to us under the headings "Independent Accountants" and
"Experts" in such Statement of Additional Information and to the reference
to us under the heading "Financial Highlights" in such Prospectus.
PRICE WATERHOUSE
1177 Avenue of the Americas
New York, New York
May 26, 1994
CONSENT.IA
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
WORLD WIDE INVESTMENT TRUST
(A) AVERAGE ANNUAL TOTAL RETURNS (I.E. STANDARDIZED COMPUTATIONS)
_ _ _
| ______________________ |
FORMULA: | | | |
| /\ n | ERV |
T = | \ | ------------------ | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL TOTAL RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Mar-94 YEARS - n TOTAL RETURN - T
- ------------ ---------- ----------- -------------------
<S> <C> <C> <C>
31-Mar-93 $1,234.00 1 23.40%
31-Mar-89 $1,523.40 5.00 8.78%
31-Mar-84 $3,291.10 10.00 12.65%
<FN>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT DEDUCTION FOR APPLICABLE
SALES CHARGE (NON STANDARD COMPUTATIONS)
(C) TOTAL RETURN WITHOUT DEDUCTION FOR APPLICABLE SALES CHARGE
(NON STANDARD COMPUTATIONS)
</TABLE>
_ _
| ______________________ |
FORMULA: | | | |
| /\ n | EV |
t = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
EV
TR = ---------- - 1
P
t = AVERAGE ANNUAL TOTAL RETURN
(NO DEDUCTION FOR APPLICABLE SALES CHARGE)
n = NUMBER OF YEARS
EV = ENDING VALUE (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
P = INITIAL INVESTMENT
TR = TOTAL RETURN (NO DEDUCTION FOR APPLICABLE SALES CHARGE)
<TABLE>
<CAPTION>
(C) (B)
$1,000 EV AS OF TOTAL NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Mar-94 RETURN - TR YEARS - n TOTAL RETURN - t
- ----------- ----------- ----------- ----------- ------ -----------------------
<S> <C> <C> <C> <C>
31-Mar-93 $1,284.00 28.40% 1 28.40%
31-Mar-89 $1,543.40 54.34% 5 9.07%
31-Mar-84 $3,291.10 229.11% 10.00 12.65%
<FN>
(D) GROWTH OF $10,000
(E) GROWTH OF $50,000
(F) GROWTH OF $100,000
</TABLE>
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
TOTAL (D) GROWTH OF (E) GROWTH OF (F) GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT - G $50,000 INVESTMENT-G $100,000 INVESTMENT - G
- ------------ ------------- ---------------------- -------------------- -----------------------
<S> <C> <C> <C> <C>
31-Oct-83 248.20 $34,820 $174,100 $348,200
</TABLE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of CHARLES A. FIUMEFREDDO and
EDWARD R. TELLING, whose signatures appear below, constitutes and appoints
Sheldon Curtis, Marilyn K. Cranney and Barry Fink, or any of them, his true and
lawful attorneys-in-fact and agent, with full power of substitution among
himself and each of the persons appointed herein, for him and in his name, place
and stead, in any and all capacities, to sign any amendments to any registration
statement of ANY OF THE DEAN WITTER FUNDS SET FORTH ON SCHEDULE A ATTACHED
HERETO, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Dated: May 10, 1994
/s/ Charles A. Fiumefreddo /s/ Edward R. Telling
- -------------------------- --------------------------
Charles A. Fiumefreddo Edward R. Telling
<PAGE>
DEAN WITTER FUNDS
MONEY MARKET
1. Dean Witter Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Active Assets Tax-Free Trust
4. Active Assets California Tax-Free Trust
5. Active Assets Government Securities Trust
6. Dean Witter Tax-Free Daily Income Trust
7. Dean Witter U.S. Government Money Market Trust
8. Dean Witter California Tax-Free Daily Income Trust
9. Dean Witter New York Municipal Money Market Trust
EQUITY FUNDS
10. Dean Witter American Value Fund
11. Dean Witter Dividend Growth Securities Inc.
12. Dean Witter Capital Growth Securities
13. Dean Witter Natural Resource Development Securities Inc.
14. Dean Witter Precious Metals & Minerals Trust
15. Dean Witter Developing Growth Securities Trust
16. Dean Witter World Wide Investment Trust
17. Dean Witter Value-Added Market Series
18. Dean Witter European Growth Fund Inc.
19. Dean Witter Pacific Growth Fund Inc.
20. Dean Witter Equity Income Trust
21. Dean Witter Utilities Fund
22. Dean Witter Health Sciences Trust
23. Dean Witter Global Dividend Growth Securities
ASSET ALLOCATION FUNDS
24. Dean Witter Managed Assets Trust
25. Dean Witter Strategist Fund
FIXED-INCOME FUNDS
26. Dean Witter High Yield Securities Inc.
27. Dean Witter Convertible Securities Trust
28. Dean Witter Intermediate Income Securities
29. Dean Witter World Wide Income Trust
30. Dean Witter Global Short-Term Income Fund Inc.
31. Dean Witter Diversified Income Trust
32. Dean Witter Premier Income Trust
33 Dean Witter U.S. Government Securities Trust
<PAGE>
34. Dean Witter Federal Securities Trust
35. Dean Witter Short-Term U.S. Treasury Trust
36. Dean Witter Tax-Exempt Securities Trust
37. Dean Witter California Tax-Free Income Fund
38. Dean Witter New York Tax-Free Income Fund
39. Dean Witter Multi-State Municipal Series Trust
Arizona Series
California Series
Florida Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
New York Series
Ohio Series
Pennsylvania Series
40. Dean Witter Select Municipal Reinvestment Fund
41. Dean Witter Limited Term Municipal Trust
SPECIAL PURPOSE FUNDS
42. Dean Witter Variable Investment Series
Money Market Portfolio
Quality Income Plus Portfolio
High Yield Portfolio
Utilities Portfolio
Dividend Growth Portfolio
Capital Growth Portfolio
European Growth Portfolio
Equity Portfolio
Managed Assets Portfolio
43. Dean Witter Retirement Series
Liquid Asset Series
U.S. Government Money Market Series
U.S. Government Securities Series
Intermediate Income Securities Series
American Value Series
Capital Growth Series
Dividend Growth Series
Strategist Series
Utilities Series
Value-Added Market Series
Global Equity Series
<PAGE>
CLOSED-END FUNDS
44. High Income Advantage Trust
45. High Income Advantage Trust II
46. High Income Advantage Trust III
47. InterCapital Income Securities Inc.
48. Dean Witter Government Income Trust
49. InterCapital Insured Municipal Bond Trust
50. InterCapital Insured Municipal Trust
51. InterCapital Quality Municipal Investment Trust
52. InterCapital Quality Municipal Income Trust
53. Municipal Income Trust
54. Municipal Income Trust II
55. Municipal Income Trust III
56. Municipal Income Opportunities Trust
57. Municipal Income Opportunities Trust II
58. Municipal Income Opportunities Trust III
59. Municipal Premium Income Trust
60. Prime Income Trust
61. InterCapital Insured Municipal Income Trust
62. InterCapital California Insured Municipal Income Trust
63. InterCapital Quality Municipal Securities
64. InterCapital California Quality Municipal Securities
65. InterCapital New York Quality Municipal Securities
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of JACK F. BENNETT, EDWIN J.
GARN, JOHN R. HAIRE, JOHN E. JEUCK, MANUEL H. JOHNSON, PAUL KOLTON and MICHAEL
E. NUGENT, whose signatures appear below, constitutes and appoints David M.
Butowsky, Ronald Feiman and Stuart Strauss, or any of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution among himself and
each of the persons appointed herein, for him and in his name, place and stead,
in any and all capacities, to sign any amendments to any registration statement
of ANY OF THE DEAN WITTER FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Dated: May 10, 1994
/s/ Jack F. Bennett /s/ Manuel H. Johnson
- -------------------------- --------------------------
Jack F. Bennett Manual H. Johnson
/s/ Edwin J. Garn /s/ Paul Kolton
- -------------------------- --------------------------
Edwin J. Garn Paul Kolton
/s/ John R. Haire /s/ Michael E. Nugent
- -------------------------- --------------------------
John R. Haire Michael E. Nugent
/s/ John E. Jeuck
- --------------------------
John E. Jeuck
<PAGE>
DEAN WITTER FUNDS
MONEY MARKET
1. Dean Witter Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Active Assets Tax-Free Trust
4. Active Assets California Tax-Free Trust
5. Active Assets Government Securities Trust
6. Dean Witter Tax-Free Daily Income Trust
7. Dean Witter U.S. Government Money Market Trust
8. Dean Witter California Tax-Free Daily Income Trust
9. Dean Witter New York Municipal Money Market Trust
EQUITY FUNDS
10. Dean Witter American Value Fund
11. Dean Witter Dividend Growth Securities Inc.
12. Dean Witter Capital Growth Securities
13. Dean Witter Natural Resource Development Securities Inc.
14. Dean Witter Precious Metals & Minerals Trust
15. Dean Witter Developing Growth Securities Trust
16. Dean Witter World Wide Investment Trust
17. Dean Witter Value-Added Market Series
18. Dean Witter European Growth Fund Inc.
19. Dean Witter Pacific Growth Fund Inc.
20. Dean Witter Equity Income Trust
21. Dean Witter Utilities Fund
22. Dean Witter Health Sciences Trust
23. Dean Witter Global Dividend Growth Securities
ASSET ALLOCATION FUNDS
24. Dean Witter Managed Assets Trust
25. Dean Witter Strategist Fund
FIXED-INCOME FUNDS
26. Dean Witter High Yield Securities Inc.
27. Dean Witter Convertible Securities Trust
28. Dean Witter Intermediate Income Securities
29. Dean Witter World Wide Income Trust
30. Dean Witter Global Short-Term Income Fund Inc.
31. Dean Witter Diversified Income Trust
32. Dean Witter Premier Income Trust
33 Dean Witter U.S. Government Securities Trust
<PAGE>
34. Dean Witter Federal Securities Trust
35. Dean Witter Short-Term U.S. Treasury Trust
36. Dean Witter Tax-Exempt Securities Trust
37. Dean Witter California Tax-Free Income Fund
38. Dean Witter New York Tax-Free Income Fund
39. Dean Witter Multi-State Municipal Series Trust
Arizona Series
California Series
Florida Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
New York Series
Ohio Series
Pennsylvania Series
40. Dean Witter Select Municipal Reinvestment Fund
41. Dean Witter Limited Term Municipal Trust
SPECIAL PURPOSE FUNDS
42. Dean Witter Variable Investment Series
Money Market Portfolio
Quality Income Plus Portfolio
High Yield Portfolio
Utilities Portfolio
Dividend Growth Portfolio
Capital Growth Portfolio
European Growth Portfolio
Equity Portfolio
Managed Assets Portfolio
43. Dean Witter Retirement Series
Liquid Asset Series
U.S. Government Money Market Series
U.S. Government Securities Series
Intermediate Income Securities Series
American Value Series
Capital Growth Series
Dividend Growth Series
Strategist Series
Utilities Series
Value-Added Market Series
Global Equity Series
<PAGE>
CLOSED-END FUNDS
44. High Income Advantage Trust
45. High Income Advantage Trust II
46. High Income Advantage Trust III
47. InterCapital Income Securities Inc.
48. Dean Witter Government Income Trust
49. InterCapital Insured Municipal Bond Trust
50. InterCapital Insured Municipal Trust
51. InterCapital Quality Municipal Investment Trust
52. InterCapital Quality Municipal Income Trust
53. Municipal Income Trust
54. Municipal Income Trust II
55. Municipal Income Trust III
56. Municipal Income Opportunities Trust
57. Municipal Income Opportunities Trust II
58. Municipal Income Opportunities Trust III
59. Municipal Premium Income Trust
60. Prime Income Trust
61. InterCapital Insured Municipal Income Trust
62. InterCapital California Insured Municipal Income Trust
63. InterCapital Quality Municipal Securities
64. InterCapital California Quality Municipal Securities
65. InterCapital New York Quality Municipal Securities
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that MICHAEL BOZIC, whose signature appears
below, constitutes and appoints David M. Butowsky, Ronald Feiman and Stuart
Strauss, or any of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution among himself and each of the persons appointed
herein, for him and in his name, place and stead, in any and all capacities, to
sign any amendments to any registration statement of ANY OF THE DEAN WITTER
FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Dated: April 15, 1994
/s/ Michael Bozic
- --------------------------
Michael Bozic
<PAGE>
DEAN WITTER FUNDS
MONEY MARKET
1. Dean Witter Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Active Assets Tax-Free Trust
4. Active Assets California Tax-Free Trust
5. Active Assets Government Securities Trust
6. Dean Witter Tax-Free Daily Income Trust
7. Dean Witter U.S. Government Money Market Trust
8. Dean Witter California Tax-Free Daily Income Trust
9. Dean Witter New York Municipal Money Market Trust
EQUITY FUNDS
10. Dean Witter American Value Fund
11. Dean Witter Dividend Growth Securities Inc.
12. Dean Witter Capital Growth Securities
13. Dean Witter Natural Resource Development Securities Inc.
14. Dean Witter Precious Metals & Minerals Trust
15. Dean Witter Developing Growth Securities Trust
16. Dean Witter World Wide Investment Trust
17. Dean Witter Value-Added Market Series
18. Dean Witter European Growth Fund Inc.
19. Dean Witter Pacific Growth Fund Inc.
20. Dean Witter Equity Income Trust
21. Dean Witter Utilities Fund
22. Dean Witter Health Sciences Trust
23. Dean Witter Global Dividend Growth Securities
24. Dean Witter Global Utilities Fund
ASSET ALLOCATION FUNDS
25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund
FIXED-INCOME FUNDS
27. Dean Witter High Yield Securities Inc.
28. Dean Witter Convertible Securities Trust
29. Dean Witter Intermediate Income Securities
30. Dean Witter World Wide Income Trust
31. Dean Witter Global Short-Term Income Fund Inc.
32. Dean Witter Diversified Income Trust
33. Dean Witter Premier Income Trust
34 Dean Witter U.S. Government Securities Trust
35. Dean Witter Federal Securities Trust
<PAGE>
36. Dean Witter Short-Term U.S. Treasury Trust
37. Dean Witter Tax-Exempt Securities Trust
38. Dean Witter California Tax-Free Income Fund
39. Dean Witter New York Tax-Free Income Fund
40. Dean Witter Multi-State Municipal Series Trust
Arizona Series
California Series
Florida Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
New York Series
Ohio Series
Pennsylvania Series
41. Dean Witter Select Municipal Reinvestment Fund
42. Dean Witter Limited Term Municipal Trust
43. Dean Witter Short-Term Bond Fund
SPECIAL PURPOSE FUNDS
44. Dean Witter Variable Investment Series
Money Market Portfolio
Quality Income Plus Portfolio
High Yield Portfolio
Utilities Portfolio
Dividend Growth Portfolio
Capital Growth Portfolio
European Growth Portfolio
Equity Portfolio
Managed Assets Portfolio
45. Dean Witter Retirement Series
Liquid Asset Series
U.S. Government Money Market Series
U.S. Government Securities Series
Intermediate Income Securities Series
American Value Series
Capital Growth Series
Dividend Growth Series
Strategist Series
Utilities Series
Value-Added Market Series
Global Equity Series
<PAGE>
CLOSED-END FUNDS
46. High Income Advantage Trust
47. High Income Advantage Trust II
48. High Income Advantage Trust III
49. InterCapital Income Securities Inc.
50. Dean Witter Government Income Trust
51. InterCapital Insured Municipal Bond Trust
52. InterCapital Insured Municipal Trust
53. InterCapital Quality Municipal Investment Trust
54. InterCapital Quality Municipal Income Trust
55. Municipal Income Trust
56. Municipal Income Trust II
57. Municipal Income Trust III
58. Municipal Income Opportunities Trust
59. Municipal Income Opportunities Trust II
60. Municipal Income Opportunities Trust III
61. Municipal Premium Income Trust
62. Prime Income Trust
63. InterCapital Insured Municipal Income Trust
64. InterCapital California Insured Municipal Income Trust
65. InterCapital Quality Municipal Securities
66. InterCapital California Quality Municipal Securities
67. InterCapital New York Quality Municipal Securities
68. InterCapital California Insured Municipal Securities
69. InterCapital Insured Municipal Securities
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that PHILIP J. PURCELL, whose signature
appears below, constitutes and appoints Sheldon Curtis, Marilyn K. Cranney and
Barry Fink, or any of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution among himself and each of the persons appointed
herein, for him and in his name, place and stead, in any and all capacities, to
sign any amendments to any registration statement of ANY OF THE DEAN WITTER
FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Dated: April 8, 1994
/s/ Philip J. Purcell
- --------------------------
Philip J. Purcell
<PAGE>
DEAN WITTER FUNDS
MONEY MARKET
1. Dean Witter Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Active Assets Tax-Free Trust
4. Active Assets California Tax-Free Trust
5. Active Assets Government Securities Trust
6. Dean Witter Tax-Free Daily Income Trust
7. Dean Witter U.S. Government Money Market Trust
8. Dean Witter California Tax-Free Daily Income Trust
9. Dean Witter New York Municipal Money Market Trust
EQUITY FUNDS
10. Dean Witter American Value Fund
11. Dean Witter Dividend Growth Securities Inc.
12. Dean Witter Capital Growth Securities
13. Dean Witter Natural Resource Development Securities Inc.
14. Dean Witter Precious Metals & Minerals Trust
15. Dean Witter Developing Growth Securities Trust
16. Dean Witter World Wide Investment Trust
17. Dean Witter Value-Added Market Series
18. Dean Witter European Growth Fund Inc.
19. Dean Witter Pacific Growth Fund Inc.
20. Dean Witter Equity Income Trust
21. Dean Witter Utilities Fund
22. Dean Witter Health Sciences Trust
23. Dean Witter Global Dividend Growth Securities
24. Dean Witter Global Utilities Fund
ASSET ALLOCATION FUNDS
25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund
FIXED-INCOME FUNDS
27. Dean Witter High Yield Securities Inc.
28. Dean Witter Convertible Securities Trust
29. Dean Witter Intermediate Income Securities
30. Dean Witter World Wide Income Trust
31. Dean Witter Global Short-Term Income Fund Inc.
32. Dean Witter Diversified Income Trust
33. Dean Witter Premier Income Trust
34 Dean Witter U.S. Government Securities Trust
35. Dean Witter Federal Securities Trust
<PAGE>
36. Dean Witter Short-Term U.S. Treasury Trust
37. Dean Witter Tax-Exempt Securities Trust
38. Dean Witter California Tax-Free Income Fund
39. Dean Witter New York Tax-Free Income Fund
40. Dean Witter Multi-State Municipal Series Trust
Arizona Series
California Series
Florida Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
New York Series
Ohio Series
Pennsylvania Series
41. Dean Witter Select Municipal Reinvestment Fund
42. Dean Witter Limited Term Municipal Trust
43. Dean Witter Short-Term Bond Fund
SPECIAL PURPOSE FUNDS
44. Dean Witter Variable Investment Series
Money Market Portfolio
Quality Income Plus Portfolio
High Yield Portfolio
Utilities Portfolio
Dividend Growth Portfolio
Capital Growth Portfolio
European Growth Portfolio
Equity Portfolio
Managed Assets Portfolio
45. Dean Witter Retirement Series
Liquid Asset Series
U.S. Government Money Market Series
U.S. Government Securities Series
Intermediate Income Securities Series
American Value Series
Capital Growth Series
Dividend Growth Series
Strategist Series
Utilities Series
Value-Added Market Series
Global Equity Series
<PAGE>
CLOSED-END FUNDS
46. High Income Advantage Trust
47. High Income Advantage Trust II
48. High Income Advantage Trust III
49. InterCapital Income Securities Inc.
50. Dean Witter Government Income Trust
51. InterCapital Insured Municipal Bond Trust
52. InterCapital Insured Municipal Trust
53. InterCapital Quality Municipal Investment Trust
54. InterCapital Quality Municipal Income Trust
55. Municipal Income Trust
56. Municipal Income Trust II
57. Municipal Income Trust III
58. Municipal Income Opportunities Trust
59. Municipal Income Opportunities Trust II
60. Municipal Income Opportunities Trust III
61. Municipal Premium Income Trust
62. Prime Income Trust
63. InterCapital Insured Municipal Income Trust
64. InterCapital California Insured Municipal Income Trust
65. InterCapital Quality Municipal Securities
66. InterCapital California Quality Municipal Securities
67. InterCapital New York Quality Municipal Securities
68. InterCapital California Insured Municipal Securities
69. InterCapital Insured Municipal Securities
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that JOHN L. SCHROEDER, whose signature
appears below, constitutes and appoints David M. Butowsky, Ronald Feiman and
Stuart Strauss, or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution among himself and each of the persons
appointed herein, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to any registration statement of ANY OF THE
DEAN WITTER FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Dated: April 13, 1994
/s/ John L. Schroeder
- --------------------------
John L. Schroeder
<PAGE>
DEAN WITTER FUNDS
MONEY MARKET
1. Dean Witter Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Active Assets Tax-Free Trust
4. Active Assets California Tax-Free Trust
5. Active Assets Government Securities Trust
6. Dean Witter Tax-Free Daily Income Trust
7. Dean Witter U.S. Government Money Market Trust
8. Dean Witter California Tax-Free Daily Income Trust
9. Dean Witter New York Municipal Money Market Trust
EQUITY FUNDS
10. Dean Witter American Value Fund
11. Dean Witter Dividend Growth Securities Inc.
12. Dean Witter Capital Growth Securities
13. Dean Witter Natural Resource Development Securities Inc.
14. Dean Witter Precious Metals & Minerals Trust
15. Dean Witter Developing Growth Securities Trust
16. Dean Witter World Wide Investment Trust
17. Dean Witter Value-Added Market Series
18. Dean Witter European Growth Fund Inc.
19. Dean Witter Pacific Growth Fund Inc.
20. Dean Witter Equity Income Trust
21. Dean Witter Utilities Fund
22. Dean Witter Health Sciences Trust
23. Dean Witter Global Dividend Growth Securities
24. Dean Witter Global Utilities Fund
ASSET ALLOCATION FUNDS
25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund
FIXED-INCOME FUNDS
27. Dean Witter High Yield Securities Inc.
28. Dean Witter Convertible Securities Trust
29. Dean Witter Intermediate Income Securities
30. Dean Witter World Wide Income Trust
31. Dean Witter Global Short-Term Income Fund Inc.
32. Dean Witter Diversified Income Trust
33. Dean Witter Premier Income Trust
34 Dean Witter U.S. Government Securities Trust
35. Dean Witter Federal Securities Trust
<PAGE>
36. Dean Witter Short-Term U.S. Treasury Trust
37. Dean Witter Tax-Exempt Securities Trust
38. Dean Witter California Tax-Free Income Fund
39. Dean Witter New York Tax-Free Income Fund
40. Dean Witter Multi-State Municipal Series Trust
Arizona Series
California Series
Florida Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
New York Series
Ohio Series
Pennsylvania Series
41. Dean Witter Select Municipal Reinvestment Fund
42. Dean Witter Limited Term Municipal Trust
43. Dean Witter Short-Term Bond Fund
SPECIAL PURPOSE FUNDS
44. Dean Witter Variable Investment Series
Money Market Portfolio
Quality Income Plus Portfolio
High Yield Portfolio
Utilities Portfolio
Dividend Growth Portfolio
Capital Growth Portfolio
European Growth Portfolio
Equity Portfolio
Managed Assets Portfolio
45. Dean Witter Retirement Series
Liquid Asset Series
U.S. Government Money Market Series
U.S. Government Securities Series
Intermediate Income Securities Series
American Value Series
Capital Growth Series
Dividend Growth Series
Strategist Series
Utilities Series
Value-Added Market Series
Global Equity Series
<PAGE>
CLOSED-END FUNDS
46. High Income Advantage Trust
47. High Income Advantage Trust II
48. High Income Advantage Trust III
49. InterCapital Income Securities Inc.
50. Dean Witter Government Income Trust
51. InterCapital Insured Municipal Bond Trust
52. InterCapital Insured Municipal Trust
53. InterCapital Quality Municipal Investment Trust
54. InterCapital Quality Municipal Income Trust
55. Municipal Income Trust
56. Municipal Income Trust II
57. Municipal Income Trust III
58. Municipal Income Opportunities Trust
59. Municipal Income Opportunities Trust II
60. Municipal Income Opportunities Trust III
61. Municipal Premium Income Trust
62. Prime Income Trust
63. InterCapital Insured Municipal Income Trust
64. InterCapital California Insured Municipal Income Trust
65. InterCapital Quality Municipal Securities
66. InterCapital California Quality Municipal Securities
67. InterCapital New York Quality Municipal Securities
68. InterCapital California Insured Municipal Securities
69. InterCapital Insured Municipal Securities
