<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1995
REGISTRATION NOS.: 2-85148
811-3800
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. 12 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
AMENDMENT NO. 13 /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 30, 1995 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, 1995, WITH THE SECURITIES AND EXCHANGE
COMMISSION ON APRIL 21, 1995.
AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS
-------------------------------------------------------
-------------------------------------------------------
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
CROSS-REFERENCE SHEET
FORM N-1A
<TABLE>
<CAPTION>
ITEM CAPTION
- ----------------------------------------------- -----------------------------------------------------------------------
<S> <C>
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; Financial Statements
21. .......................................... The Distributor
22. .......................................... Performance Information
23. .......................................... Experts; Financial Statements
</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>
PROSPECTUS
MAY 30, 1995
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.
Shares of the Fund are continuously offered at net asset value
without the imposition of a sales charge. However, redemptions and/or
repurchases are subject in most cases to a contingent deferred sales charge,
scaled down from 5% to 1% of the amount redeemed, if made within six years of
purchase, which charge will be paid to the Fund's Distributor, Dean Witter
Distributors Inc. (See "Redemptions and Repurchases--Contingent Deferred Sales
Charge.") In addition, the Fund pays the Distributor a Rule 12b-1 distribution
fee pursuant to a Plan of Distribution at the annual rate of 1% of the lesser of
the (i) average daily aggregate net sales or (ii) average daily net assets of
the Fund. (See "Purchase of Fund Shares--Plan of Distribution.")
This Prospectus sets forth concisely the information you should
know before investing in the Fund. It should be read and retained for future
reference. Additional information about the Fund is contained in the Statement
of Additional Information, dated May 30, 1995, 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 OF CONTENTS
Prospectus Summary/2
Summary of Fund Expenses/3
Financial Highlights/4
The Fund and its Management/5
Investment Objective and Policies/6
Risk Considerations/7
Investment Restrictions/10
Purchase of Fund Shares/11
Shareholder Services/13
Redemptions and Repurchases/16
Dividends, Distributions and Taxes/17
Performance Information/18
Additional Information/19
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Dean Witter
World Wide Investment Trust
Two World Trade Center
New York, New York 10048
(212) 392-2550 or
(800) 526-3143
<PAGE>
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
The The Fund is organized as a trust, commonly known as a Massachusetts business trust, and is an open-end
Fund 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Offered Shares of beneficial interest with $.01 par value (see page 18).
- ------------------------------------------------------------------------------------------------------------------------------------
Offering At net asset value without sales charge (see page 11). Shares redeemed within six years of purchase are subject
Price to a contingent deferred sales charge under most circumstances (see page 16).
- ------------------------------------------------------------------------------------------------------------------------------------
Minimum Minimum initial investment, $1,000; minimum subsequent investment, $100 (see page 11).
Purchase
- ------------------------------------------------------------------------------------------------------------------------------------
Investment The investment objective of the Fund is total return on its assets primarily through long-term capital growth
Objective and to a lesser extent from income.
- ------------------------------------------------------------------------------------------------------------------------------------
Investment The Fund maintains a flexible investment policy and invests in a diversified portfolio of securities of
Policies 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 pages 6-10).
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Dean Witter InterCapital Inc. ("InterCapital") is the Fund's Investment Manager with responsibility for
Advisers 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).
- ------------------------------------------------------------------------------------------------------------------------------------
Management and InterCapital, DICAM and NWIM receive monthly fees at the annual rates of 0.55%, 0.225% and 0.225%, respectively,
Advisory Fees 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and Dividends from net investment income and distributions from net capital gains are paid at least once per year.
Capital Gains Dividends and capital gains distributions are automatically reinvested in additional shares at net asset value
Distributions unless the shareholder elects to receive cash (see page 17).
- ------------------------------------------------------------------------------------------------------------------------------------
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 11 and 16).
- ------------------------------------------------------------------------------------------------------------------------------------
Redemption-- Shares are redeemable by the shareholder at net asset value. An account may be involuntarily redeemed if the
Contingent total value of the account is less than $100. Although no commission or sales charge is imposed upon the
Deferred Sales purchase of shares, a contingent deferred sales charge (scaled down from 5% to 1%) is imposed on any redemption
Charge 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 16).
- ------------------------------------------------------------------------------------------------------------------------------------
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 pages 6-10).
- ------------------------------------------------------------------------------------------------------------------------------------
</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, 1995.
<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....................................................................... 0.99%
12b-1 Fees*........................................................................... 1.00%
Other Expenses........................................................................ 0.42%
Total Fund Operating Expenses......................................................... 2.41%
<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 (SEE "PURCHASE OF
FUND SHARES").
</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 LLP,
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
----------------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
PER SHARE
OPERATING PERFORMANCE:
Net asset value,
beginning of
period.......... $ 18.20 $ 14.72 $ 14.65 $ 14.57 $ 14.84 $ 14.98 $ 14.93 $ 17.36 $ 15.45 $ 10.30
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Net investment
income (loss)... (0.02) (0.05) -- -- 0.23 0.11 0.08 0.04 0.11 0.10
Net realized and
unrealized gain
(loss).......... (1.83) 4.24 0.39 1.05 0.18 0.82 1.24 (0.07) 3.88 5.30
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Total from
investment
operations...... (1.85) 4.19 0.39 1.05 0.41 0.93 1.32 (0.03) 3.99 5.40
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Less dividends
and
distributions:
From net
investment
income........ -- -- -- (0.05) (0.23) (0.11) (0.08) (0.15) (0.10) (0.25)
In excess of
net investment
income........ (0.02) -- -- -- -- -- -- -- -- --
From net
realized
gain.......... (0.39) (0.71) (0.32) (0.92) (0.45) (0.96) (1.19) (2.25) (1.98) --
In excess of
net realized
gain.......... (0.23) -- -- -- -- -- -- -- -- --
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Total dividends
and
distributions... (0.64) (0.71) (0.32) (0.97) (0.68) (1.07) (1.27) (2.40) (2.08) (0.25)
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Net asset value,
end of period... $ 15.71 $ 18.20 $ 14.72 $ 14.65 $ 14.57 $ 14.84 $ 14.98 $ 14.93 $ 17.36 $ 15.45
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
TOTAL INVESTMENT
RETURN+......... (10.37)% 28.40% 2.69% 7.33% 2.80% 6.09% 9.31% 0.39% 28.22% 53.76%
RATIOS TO AVERAGE
NET ASSETS:
Expenses......... 2.41% 2.40% 2.42% 2.27% 2.29% 2.21% 2.18% 2.13% 2.10% 2.35%*
Net investment
income (loss)... (0.32)% (0.61)% 0.06% 0.03% 1.53% 0.70% 0.50% 0.23% 0.86% 1.21%
SUPPLEMENTAL DATA:
Net assets, end
of period, in
thousands....... $512,258 $493,568 $217,759 $262,852 $278,676 $306,448 $311,803 $368,026 $469,501 $226,621
Portfolio
turnover rate... 67% 68% 139% 89% 68% 75% 67% 70% 65% 69%
<FN>
- ---------------
+ Does not reflect the deduction of sales charge.
* 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 ninety-three investment companies, thirty of which
are listed on the New York Stock Exchange, with combined total assets of
approximately $68.1 billion at April 30, 1995. InterCapital also manages
portfolios of pension plans, other institutions and individuals which aggregated
approximately $2.2 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 $25.5 billion at
April 30, 1995. 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 $36 billion at April 30, 1995. 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
0.21375%, respectively, of the Fund's average daily
5
<PAGE>
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, 1995, the Fund accrued total
compensation to the Investment Advisers amounting to 0.99% of the Fund's average
daily net assets and the Fund's total expenses amounted to 2.41% 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.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward foreign currency
exchange contract ("forward contract") involves an obligation to purchase 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.
6
<PAGE>
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.
The Fund may also invest in repurchase agreements, private placements,
foreign investment companies and real estate investment trusts, may purchase
securities on a when-issued or delayed delivery basis, may purchase securities
on a "when, as and if issued" basis, and may lend its portfolio securities, as
discussed under "Risk Considerations" below.
RISK CONSIDERATIONS
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 and is intended for long-term
investors who can accept the risks involved in such investments. 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.
FOREIGN SECURITIES. 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 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,
7
<PAGE>
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.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements, which
may be viewed as a type of secured lending by the Fund, and which typically
involve the acquisition by the Fund of debt 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 at a specified price and at
a fixed time in the future, usually not more than seven days from the date of
purchase. While repurchase agreements involve certain risks not associated with
direct investments in debt securities, the Fund follows procedures designed to
minimize those risks. These procedures include effecting repurchase transactions
only with large, well-capitalized and well-established financial institutions
whose financial condition will be continually monitored by the Investment
Manager subject to procedures established by the Board of Trustees of the Fund.
In addition, the value of the collateral underlying the repurchase agreement
will be at least equal to the repurchase price, including any accrued interest
earned on the repurchase agreement. In the event of a default or bankruptcy by a
selling financial institution, the Fund will seek to liquidate such collateral.
However, the exercising 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
8
<PAGE>
repurchase price, the Fund could suffer a loss. The Fund may not 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, amounts to
more than 10% of its total assets.
PRIVATE PLACEMENTS. The Fund may invest 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. The Securities and Exchange
Commission has adopted Rule 144A under the Securities Act, which permits the
Fund to sell restricted securities to qualified institutional buyers without
limitation. The Investment Manager, pursuant to procedures adopted by the
Trustees of the Fund, will make a determination as to the liquidity of each
restricted security purchased by the Fund. If a restricted security is
determined to be "liquid", such security will not be included within the
category "illiquid securities", which is limited by the Fund's investment
restrictions to 10% of the Fund's total assets. Limitations on the resale of
private placements 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. In the case of
restricted securities determined to be "liquid" pursuant to Rule 144A under the
Securities Act, the Fund's illiquidity could increase if qualified institutional
buyers become unavailable.
INVESTMENT IN OTHER INVESTMENT VEHICLES. Under the Investment Company Act of
1940, as amended, the Fund generally may invest up to 10% of its total assets in
shares of foreign investment companies. In addition, the Fund may invest in real
estate investment trusts, which pool investors' funds for investments primarily
in commercial real estate properties. Investment in foreign investment companies
may be the sole or most practical means by which the Fund may participate in
certain foreign securities markets, and investment in real estate investment
trusts may be the most practical available means for the Fund to invest in the
real estate industry (the Fund is prohibited from investing in real estate
directly). As a shareholder in an investment company or real estate investment
trust, the Fund would bear its ratable share of that entity's expenses,
including its advisory and administration fees. At the same time the Fund would
continue to pay its own investment management fees and other expenses, as a
result of which the Fund and its shareholders in effect will be absorbing
duplicate levels of fees with respect to investments in other investment
companies and in real estate investment trusts.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS. From
time to time, in the ordinary course of business, 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 the commitment. There is no overall
limit on the percentage of the Fund's assets which may be committed to the
purchase of securities on a when-issued, delayed delivery or forward commitment
basis. An increase in the percentage of the Fund's assets committed to the
purchase of securities on a when-issued, delayed delivery or forward commitment
basis may increase the volatility of the Fund's net asset value.
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 occurrence of a subsequent event, such as approval of a merger,
corporate reorganization, leveraged buyout or debt restructuring. If the
anticipated event does not occur and the securities are not issued, the Fund
will have lost an investment opportunity. There is no overall limit on the
percentage of the Fund's assets which may be committed to the purchase of
securities on a "when, as and if issued" basis. 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 the Fund's net asset value.
9
<PAGE>
For additional risk disclosure, please refer to the "Investment Objective
and Policies" section of the Prospectus and to the "Investment Practices and
Policies" section of the Statement of Additional Information.
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 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.
10
<PAGE>
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-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. 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 (three business day beginning June 7, 1995) settlement basis; that
is, payment is due on the fifth business day (third business day beginning June
7, 1995) (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 are compensated for selling shares of the
Fund at the time of their sale by the Distributor and/or the Selected
Broker-Dealer. In addition, some sales personnel of the Selected Broker-Dealer
will receive various types of non-cash compensation as special sales incentives,
including trips, educational and/or business seminars and merchandise. 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. The service fee is a payment made for personal service
and/or the maintenance of shareholder accounts.
11
<PAGE>
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 amounts, which compensation would be in the form of a
carrying charge on any unreimbursed distribution expenses.
For the fiscal year ended March 31, 1995, the Fund accrued payments under
the Plan amounting to $5,619,558, which amount is equal to 1.00% of the Fund's
average daily net assets for the fiscal year. The payments accrued under the
Plan were calculated pursuant to clause (b) of the compensation formula under
the Plan.
At any given time, the expenses 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 $22,880,218 at March 31, 1995, which was equal
to 4.47% 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 or quoted by NASDAQ is valued at its latest sale price on
that exchange or quotation service 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,
12
<PAGE>
other assets and liabilities and forward contracts stated in foreign currency
are translated into U.S. dollar equivalents at the prevailing market rates prior
to the close of the New York Stock Exchange. 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 securities' 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
13
<PAGE>
Deferred Sales Charge"). Therefore, any shareholder participating in the
Withdrawal Plan will have sufficient shares redeemed from his or her account so
that the proceeds (net of any applicable contingent deferred sales charge) to
the shareholder will be the designated monthly or quarterly amount.
Shareholders should contact their DWR or other Selected Broker-Dealer
account executive or the 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, Dean Witter Balanced Growth
Fund, Dean Witter Balanced Income Fund and five Dean Witter Funds which are
money market funds (the foregoing ten 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
14
<PAGE>
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 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
15
<PAGE>
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.
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 which are attributable to reinvestment of
distributions from, or the proceeds of, certain 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
fol-
16
<PAGE>
lowing attainment of age 59 1/2; and (c) a tax-free return of an excess
contribution to an IRA. For the purpose of determining disability, the
Distributor utilizes the definition of disability contained in Section 72(m)(7)
of the Internal Revenue Code, which relates to the inability to engage in
gainful employment. All waivers will be granted only following receipt by the
Distributor of confirmation of the 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
automati-
17
<PAGE>
cally credited to the shareholder's account without issuance of a share
certificate unless the shareholder requests in writing that all dividends be
paid in cash. (See "Shareholder Services--Automatic Investment of Dividends and
Distributions".)
TAXES. Because the Fund intends to distribute all of its net investment
income and net 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, 1995.
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
calcula-
18
<PAGE>
tions may or may not reflect the deduction of the contingent deferred sales
charge which, if reflected, would reduce the performance quoted. The Fund may
also advertise the growth of hypothetical investments of $10,000, $50,000 and
$100,000 in shares of the Fund. The Fund from time to time may also advertise
its performance relative to certain performance rankings and indexes compiled by
independent organizations, such as 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.
CODE OF ETHICS. Directors, officers and employees of InterCapital, Dean
Witter Services Company Inc. and the Distributor are subject to a strict Code of
Ethics adopted by those companies. The Code of Ethics is intended to ensure that
the interests of shareholders and other clients are placed ahead of any personal
interest, that no undue personal benefit is obtained from a person's employment
activities and that actual and potential conflicts of interest are avoided. To
achieve these goals and comply with regulatory requirements, the Code of Ethics
requires, among other things, that personal securities transactions by employees
of the companies be subject to an advance clearance process to monitor that no
Dean Witter Fund is engaged at the same time in a purchase or sale of the same
security. The Code of Ethics bans the purchase of securities in an initial
public offering, and also prohibits engaging in futures and option transactions
and profiting on short-term trading (that is, a purchase within sixty days of a
sale or a sale within sixty days of a purchase) of a security. In addition,
investment personnel may not purchase or sell a security for their personal
account within thirty days before or after any transaction in any Dean Witter
Fund managed by them. Any violations of the Code of Ethics are subject to
sanctions, including reprimand, demotion or suspension or termination of
employment. The Code of Ethics comports with regulatory requirements and the
recommendations in the recent report by the Investment Company Institute
Advisory Group on Personal Investing.
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.
19
<PAGE>
Dean Witter
World Wide Investment Trust
Dean Witter
Two World Trade Center
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. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
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 LLP
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 30, 1995
<PAGE>
STATEMENT OF ADDITIONAL
INFORMATION
DEAN WITTER
WORLD WIDE
INVESTMENT TRUST
MAY 30, 1995
- --------------------------------------------------------------------------------
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 30, 1995, 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...................................................... 12
Investment Restrictions................................................................ 16
Portfolio Transactions and Brokerage................................................... 18
The Distributor........................................................................ 20
Shareholder Services................................................................... 23
Redemptions and Repurchases............................................................ 28
Dividends, Distributions and Taxes..................................................... 30
Performance Information................................................................ 32
Custodian and Transfer Agent........................................................... 32
Independent Accountants................................................................ 33
Description of Shares of the Fund...................................................... 33
Reports to Shareholders................................................................ 34
Legal Counsel.......................................................................... 34
Experts................................................................................ 34
Registration Statement................................................................. 34
Financial Statements................................................................... 35
Report of Independent Accountants...................................................... 62
</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. On April 17,
1995, DWSC was reorganized in the State of Delaware, necessitating the entry
into a new Services Agreement by InterCapital and DWSC on such date. The
foregoing internal reorganizations 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, 1993, 1994 and
1995, the Fund paid to the Investment Advisers compensation totalling
$2,398,451, $3,072,025 and $5,588,682, 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, 1993, 1994 and 1995.
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 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
4
<PAGE>
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
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
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%. At their meeting held on April 20, 1995, the Fund's
Board of Trustees, including all of the Independent Trustees, approved
continuation of the Agreement until April 30, 1996.
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 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%. At their meeting held on April 20, 1995, the Fund's
Board of Trustees, including all of the Independent Trustees, approved
continuation of these Agreements until April 30, 1996.
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 the 76 investment companies managed or advised by
InterCapital (the "Dean Witter Funds"), as well as with the 13 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, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- --------------------------------------------------------------------
<S> <C>
Jack F. Bennett (71) Retired; Director or Trustee of the Dean Witter Funds; formerly
Trustee Senior Vice President and Director of Exxon Corporation
c/o Gordon Altman Butowsky (1975-January, 1989) and Under Secretary of the U.S. Treasury for
Weitzen Shalov & Wein Monetary Affairs (1974-1975); Director of Philips Electronics N.V.,
Counsel to the Independent Tandem Computers Inc. and Massachusetts Mutual Insurance Co.;
Trustees director or trustee of various not-for-profit and business
114 West 47th Street organizations.
New York, New York
Michael Bozic (54) 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 Eaglemark Financial Services, Inc., the United
Negro College Fund and Domain Inc. (home decor retailer).
Charles A. Fiumefreddo* (62) Chairman, Chief Executive Officer and Director of InterCapital, DWSC
Chairman, President, and Distributors; 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 ("DWTC"); Director and/or officer of various DWDC
subsidiaries; formerly Executive Vice President and Director of DWDC
(until February, 1993).
Edwin J. Garn (62) Director or Trustee of the Dean Witter Funds; formerly United States
Trustee Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee
c/o Huntsman Chemical (1980-1986); formerly Mayor of Salt Lake City, Utah (1971-1974);
Corporation formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985);
2000 Eagle Gate Tower Vice Chairman, Huntsman Chemical Corporation (since January, 1993);
Salt Lake City, Utah Member of the board of various civic and charitable organizations.
John R. Haire (70) Chairman of the Audit Committee and Chairman of the Committee of the
Trustee Independent Directors or Trustees and Director or Trustee of the
Two World Trade Center Dean Witter Funds; Trustee of the TCW/DW Funds; formerly President,
New York, New York Council for Aid to Education (1978-1989) and Chairman and Chief
Executive Officer of Anchor Corporation, an Investment Adviser
(1964-1978); Director of Washington National Corporation
(insurance).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- --------------------------------------------------------------------
<S> <C>
Dr. Manuel H. Johnson (46) Senior Partner, Johnson Smick International, Inc., a consulting
Trustee firm; Koch Professor of International Economics and Director of the
c/o Johnson Smick International, Inc. Center for Global Market Studies at George Mason University (since
1133 Connecticut Avenue, N.W. September, 1980); Co-Chairman and a founder of the Group of Seven
Washington, DC 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 (71) Director or Trustee of the Dean Witter Funds; Chairman of the Audit
Trustee Committee and Chairman of the Committee of the Independent Trustees
c/o Gordon Altman Butowsky and Trustee of the TCW/DW Funds; formerly Chairman of the Financial
Weitzen Shalov & Wein Accounting Standards Advisory Council and Chief Executive Officer of
Counsel to the Independent the American Stock Exchange; Director of UCC Investors Holding Inc.
Trustees (Uniroyal Chemical Company Inc.); director or trustee of various
114 West 47th Street not-for-profit organizations.
New York, New York
Michael E. Nugent (59) General Partner, Triumph Capital, LP, a private investment
Trustee partnership (since April, 1988); Director or Trustee of the Dean
c/o Triumph Capital, L.P. Witter Funds; Trustee of the TCW/DW Funds; formerly Vice President,
237 Park Avenue Bankers Trust Company and BT Capital Corporation (1984-1988);
New York, New York Director of various business organizations.
Philip J. Purcell* (51) 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 (64) Executive Vice President and Chief Investment Officer of the Home
Trustee Insurance Company (since August, 1991); Director or Trustee of the
c/o The Home Insurance Company Dean Witter Funds; Director of Citizens Utilities Company; formerly
59 Maiden Lane Chairman and Chief Investment Officer of Axe-Houghton Management and
New York, New York the Axe-Houghton Funds (April, 1983-June, 1991) and President of
USF&G Financial Services, Inc. (June 1990-June, 1991).
Sheldon Curtis (63) Senior Vice President, Secretary and General Counsel of InterCapital
Vice President, Secretary and and DWSC; Senior Vice President and Secretary of DWTC; Senior Vice
General Counsel President, Assistant Secretary and Assistant General Counsel of
Two World Trade Center Distributors; Assistant Secretary of DWR; Vice President, Secretary
New York, New York and General Counsel of the Dean Witter Funds and the TCW/DW Funds.
Thomas H. Connelly (60) Senior Vice President of InterCapital; Vice President of various
Vice President Dean Witter Funds.
Two World Trade Center
New York, New York
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- --------------------------------------------------------------------
<S> <C>
Thomas F. Caloia (49) First Vice President (since May, 1991) of InterCapital and Assistant
Treasurer Treasurer (since January, 1993) of InterCapital; First Vice
Two World Trade Center President and Assistant Treasurer of DWSC; Treasurer of the Dean
New York, New York Witter Funds and the TCW/DW Funds; previously Vice President of
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
Director of DWTC, 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.
BOARD OF TRUSTEES; RESPONSIBILITIES AND COMPENSATION OF INDEPENDENT TRUSTEES
As mentioned above under the caption "The Fund and its Management," the Fund
is one of the Dean Witter Funds, a group of investment companies managed by
InterCapital. As of the date of this Statement of Additional Information, there
are a total of 76 Dean Witter Funds, comprised of 116 portfolios. As of April
30, 1995, the Dean Witter Funds had total net assets of approximately $62.9
billion and more than five million shareholders.
The Board of Directors or Trustees, consisting of ten (10) directors or
trustees, is the same for each of the Dean Witter Funds. Some of the Funds are
organized as business trusts, others as corporations, but the functions and
duties of directors and trustees are the same. Accordingly, directors and
trustees of the Dean Witter Funds are referred to in this section as Trustees.
Eight Trustees, that is, 80% of the total number, have no affiliation or
business connection with InterCapital or any of its affiliated persons and do
not own any stock or other securities issued by InterCapital's parent company,
DWDC. These are the "disinterested" or "independent" Trustees. Five of the eight
Independent Trustees are also Independent Trustees of the TCW/DW Funds. As of
the date of this Statement of Additional Information, there are a total of 13
TCW/DW Funds. Two of the Funds' Trustees, that is, the management Trustees, are
affiliated with InterCapital.
As noted in a federal court ruling, "[T]he independent directors . . . are
expected to look after the interests of shareholders by 'furnishing an
independent check upon management,' especially with respect to fees paid to the
investment company's sponsor." In addition to their general "watchdog" duties,
the Independent Trustees are charged with a wide variety of responsibilities
under the Act. In order to perform their duties effectively, the Independent
Trustees are required to review and understand large amounts of material, often
of a highly technical and legal nature.
The Dean Witter Funds seek as Independent Trustees individuals of
distinction and experience in business and finance, government service or
academia; that is, people whose advice and counsel are valuable and in demand by
others and for whom there is often competition. To accept a position on the
Funds' Boards, such individuals may reject other attractive assignments because
of the demands made on their time by the Funds. Indeed, to serve on the Funds'
Boards, certain Trustees who would be qualified and in demand to serve on bank
boards would be prohibited by law from serving at the same time as a director of
a national bank and as a Trustee of a Fund.
The Independent Trustees are required to select and nominate individuals to
fill any Independent Trustee vacancy on the Board of any Fund that has a Rule
12b-1 plan of distribution. Since most of the Dean Witter Funds have such a
plan, and since all of the Funds' Boards have the same members, the Independent
Trustees effectively control the selection of other Independent Trustees of all
the Dean Witter Funds.
8
<PAGE>
GOVERNANCE STRUCTURE OF THE DEAN WITTER FUNDS
While the regulatory system establishes both general guidelines and specific
duties for the Independent Trustees, the governance arrangements from one
investment company group to another vary significantly. In some groups the
Independent Trustees perform their role by attendance at periodic meetings of
the board of directors with study of materials furnished to them between
meetings. At the other extreme, an investment company complex may employ a
full-time staff to assist the Independent Trustees in the performance of their
duties.
The governance structure of the Dean Witter Funds lies between these two
extremes. The Independent Trustees and the Funds' Investment Manager alike
believe that these arrangements are effective and serve the interests of the
Funds' shareholders. All of the Independent Trustees serve as members of the
Audit Committee and the Committee of the Independent Trustees. Three of them
also serve as members of the Derivatives Committee.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements, continually
reviewing Fund performance, checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading among
Funds in the same complex, and approving fidelity bond and related insurance
coverage and allocations, as well as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; reviewing the
independence of the independent accountants; considering the range of audit and
non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; advising the independent accountants and management personnel that
they have direct access to the Committee at all times; and preparing and
submitting Committee meeting minutes to the full Board.
Finally, the Board of each Fund has established a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect to
derivative investments, if any, made by the Fund.
During the calendar year ended December 31, 1994, the three Committees held
a combined total of eleven meetings. The Committee meetings are sometimes held
away from the offices of InterCapital and sometimes in the Board room of
InterCapital. These meetings are held without management directors or officers
being present, unless and until they may be invited to the meeting for purposes
of furnishing information or making a report. These separate meetings provide
the Independent Trustees an opportunity to explore in depth with their own
independent legal counsel, independent auditors and other independent
consultants, as needed, the issues they believe should be addressed and resolved
in the interests of the Funds' shareholders.
DUTIES OF CHAIRMAN OF COMMITTEES
The Chairman of the Committees maintains an office at the Funds'
headquarters in New York. He is responsible for keeping abreast of regulatory
and industry developments and the Funds' operations and management. He screens
and/or prepares written materials and identifies critical issues for the
Independent Trustees to consider, develops agendas for Committee meetings,
determines the type and amount of information that the Committees will need to
form a judgment on the issues, and arranges to have the information furnished.
He also arranges for the services of independent experts to be provided to the
Committees and consults with them in advance of meetings to help refine reports
and to focus on critical issues. Members of the Committees believe that the
person who serves as Chairman of all three Committees and guides their efforts
is pivotal to the effective functioning of the Committees.
The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and with
the Funds' independent auditors. He arranges for a series of special meetings
involving the annual review of investment management and
9
<PAGE>
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Manager and other service providers.
In effect, the Chairman of the Committees serves as a combination of chief
executive and support staff of the Independent Trustees.
The Chairman of the Committees is not employed by any other organization and
devotes his time primarily to the services he performs as Committee Chairman and
Independent Trustee of the Dean Witter Funds and as an Independent Trustee of
the TCW/DW Funds. The current Committee Chairman has had more than 35 years
experience as a senior executive in the investment company industry.
VALUE OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN WITTER
FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds is in the best
interests of all the Funds' shareholders. This arrangement avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. It is believed that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and enhances
their ability to negotiate on behalf of each Fund with the Fund's service
providers. This arrangement also precludes the likelihood of separate groups of
Independent Trustees arriving at conflicting decisions regarding operations and
management of the Funds and avoids the cost and confusion that would likely
ensue. Finally, it is believed that having the same Independent Trustees serve
on all Fund Boards enhances the ability of each Fund to obtain, at modest cost
to each separate Fund, the services of Independent Trustees, and a Chairman of
their Committees, of the caliber, experience and business acumen of the
individuals who serve as Independent Trustees of the Dean Witter Funds.
COMPENSATION OF INDEPENDENT TRUSTEES
The Fund pays each Independent Trustee an annual fee of $1,200 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the Fund pays the Chairman of the
Audit Committee an 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 Manager 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 serving for at least five years (or such lesser period as may
be determined by the Board) as an Independent Director or Trustee of any Dean
Witter Fund that has adopted the retirement program (each such Fund referred to
as an "Adopting Fund" and each such Trustee referred to as an "Eligible
Trustee") is entitled to retirement payments upon reaching the eligible
retirement age (normally, after attaining age 72). Annual payments are based
upon length of service. Currently, upon retirement, each Eligible Trustee is
entitled to receive from the Fund, commencing as of his or her retirement date
and continuing for the remainder of his or her life, an annual retirement
benefit (the "Regular Benefit") equal to 28.75% of his or her Eligible
Compensation plus 0.4791666% of such Eligible Compensation for each full month
of service as an Independent Director or Trustee of any Adopting Fund in excess
of five years up to a maximum of 57.50% after ten years of service. The
foregoing percentages may be changed by the Board.(1) "Eligible Compensation" is
one-fifth of the total compensation earned by such Eligible Trustee for service
to the Fund in the five year period prior to the date of the Eligible Trustee's
retirement. Benefits under the retirement program are not secured or funded by
the Fund. As of the date of this Statement of Additional Information, 58 Dean
Witter Funds have adopted the retirement program.
- ------------------------
(1)_ An Eligible Trustee may elect alternate payments of his or her retirement
benefits based upon the combined life expectancy of such Eligible Trustee
and his or her spouse on the date of such Eligible Trustee's retirement.
The amount estimated to be payable under this method, through the remainder
of the later of the lives of such Eligible Trustee and spouse, will be the
actuarial equivalent of the Regular Benefit. In addition, the Eligible
Trustee may elect that the surviving spouse's periodic payment of benefits
will be equal to either 50% or 100% of the previous periodic amount, an
election that, respectively, increases or decreases the previous periodic
amount so that the resulting payments will be the actuarial equivalent of
the Regular Benefit.
10
<PAGE>
The following table illustrates the compensation paid and the retirement
benefits accrued to the Fund's Independent Trustees by the Fund for the fiscal
year ended March 31, 1995 and the estimated retirement benefits for the Fund's
Independent Trustees as of March 31, 1995.
<TABLE>
<CAPTION>
FUND COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------- -------------------------------------------------------------------
ESTIMATED ESTIMATED
RETIREMENT CREDIT YEARS ESTIMATED ANNUAL
AGGREGATE BENEFITS OF SERVICE AT PERCENTAGE OF ESTIMATED BENEFITS
NAME OF INDEPENDENT COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE ELIGIBLE UPON
TRUSTEE FROM THE FUND FUND EXPENSES (MAXIMUM 10) COMPENSATION COMPENSATION(2) RETIREMENT(3)
- -------------------- -------------- -------------- ---------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack F. Bennett..... $ 2,000 $ 876 8 46.0% $2,229 1$,025
Michael Bozic....... 1,850 114 10 57.5 1,950 1,121
Edwin J. Garn....... 1,950 513 10 57.5 1,950 1,121
John R. Haire....... 4,950(4) 2,101 10 57.5 5,162 2,968
Dr. Manuel H.
Johnson............ 1,950 213 10 57.5 1,950 1,121
Paul Kolton......... 2,000 939 10 57.0 2,445 1,394
Michael E. Nugent... 1,800 364 10 57.5 1,950 1,121
John L. Schroeder... 1,900 223 8 47.9 1,950 934
<FN>
- --------------------------
(2) Based on current levels of compensation.
(3) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1)
above.
(4) Of Mr. Haire's compensation from the Fund, $3,400 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,000).
</TABLE>
The following table illustrates the compensation paid to the Fund's
Independent Trustees for the calendar year ended December 31, 1994 for services
to the 73 Dean Witter Funds and, in the case of Messrs. Haire, Johnson, Kolton
and Nugent, the 13 TCW/DW Funds that were in operation at December 31, 1994.
With respect to Messrs. Haire, Johnson, Kolton and Nugent, the TCW/DW Funds are
included solely because of a limited exchange privilege between those Funds and
five Dean Witter Money Market Funds. Mr. Schroeder was elected as a Trustee of
the TCW/DW Funds on April 20, 1995.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS TOTAL CASH
FOR SERVICE CHAIRMAN OF COMPENSATION
AS DIRECTOR OR COMMITTEES OF FOR SERVICES
TRUSTEE AND FOR SERVICE AS INDEPENDENT TO
COMMITTEE MEMBER TRUSTEE AND DIRECTORS/ 73 DEAN
OF 73 DEAN COMMITTEE MEMBER TRUSTEES AND WITTER
WITTER OF 13 TCW/DW AUDIT FUNDS AND 13
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS COMMITTEES TCW/DW FUNDS
- --------------------------- ---------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Jack F. Bennett............ $125,761 -- -- $125,761
Michael Bozic.............. 82,637 -- -- 82,637
Edwin J. Garn.............. 125,711 -- -- 125,711
John R. Haire.............. 101,061 $66,950 $225,563(5) 393,574
Dr. Manuel H. Johnson...... 122,461 60,750 -- 183,211
Paul Kolton................ 128,961 51,850 34,200(6) 215,011
Michael E. Nugent.......... 115,761 52,650 -- 168,411
John L. Schroeder.......... 85,938 -- -- 85,938
<FN>
- ------------------------
(5) For the 73 Dean Witter Funds.
(6) For the 13 TCW/DW Funds.
</TABLE>
As of the date of this Statement of Additional Information, the aggregate
number of 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 shares of
beneficial interest outstanding.
11
<PAGE>
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 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
12
<PAGE>
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.
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.
13
<PAGE>
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 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.
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
14
<PAGE>
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, 1995, the Fund
did not loan any of its portfolio securities.
BORROWING OF MONEY
The Fund did not borrow any money from any source during the fiscal year
ended March 31, 1995.
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
15
<PAGE>
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 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, 1995, the Fund did not enter
into any repurchase agreements.
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.
16
<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
17
<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, 1993,
1994 and 1995, the Fund paid a total of $1,365,776, $1,506,380 and $1,884,537
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
18
<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, 1995, the Fund directed the payment of $247,201 in
brokerage commissions in connection with transactions in the aggregate amount of
$121,298,645 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, 1993, 1994 and 1995, the Fund paid a total of $77,926, $38,787
and $89,120, 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, 1995, the
brokerage commissions paid to DWR represented approximately 4.73% 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 12.22% 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, 1993, 1994
and 1995, the Fund paid a total of $87,962, $80,826 and $2,667, 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, 1995, the brokerage
commissions paid to affiliates of DICAM Ltd. represented approximately 0.14% 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 0.09% 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.
19
<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, 1993, 1994 and 1995,
the Fund did not effect any principal transactions with DWR.
During the fiscal year ended March 31, 1995, the Fund purchased common stock
of Merrill Lynch & Co. Inc., which issuer was among the ten brokers or the ten
dealers which executed transactions for or with the Fund in the largest dollar
amounts during the year. At March 31, 1995, the Fund held common stock of
Merrill Lynch & Co. Inc. with a market value of $255,750.
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
- --------------------------------------------------------------------------------
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 will remain in effect
from year to year thereafter if approved by the Board. At their meeting held on
April 20, 1995, the Trustees of the Fund, including all of the Independent
Trustees, approved the continuation of the Distribution Agreement until April
30, 1996.
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 payable monthly at
the annual rate of 1.0% of the lesser of: (a) the average daily aggregate gross
sales of
20
<PAGE>
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
$257,000, $179,000 and $755,000 in contingent deferred sales charges for the
fiscal years ended March 31, 1993, 1994 and 1995, 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, 1995, of $5,619,558. This amount is equal to payments required to be paid
monthly by the Fund which were computed at the annual rate of 1.0% of the
average daily net assets of the Fund for the fiscal year and was calculated
pursuant to clause (b) under the Plan. 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
21
<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 $5,619,558 accrued under the Plan for the fiscal
year ended March 31, 1995 to the Distributor. DWR and the Distributor estimate
that they have spent, pursuant to the Plan, $62,894,510 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) 5.75% ($3,615,078)--advertising and
promotional expenses; (ii) 0.73% ($458,837)--printing of prospectuses for
distribution to other than current shareholders; and (iii) 93.52%
($58,820,595)--other expenses, including the gross sales credit and the carrying
charge, of which 15.68% ($9,220,731) represents carrying charges, 34.58%
($20,340,904) represents commission credits to DWR branch offices for payments
of commissions to account executives and 49.74% ($29,258,960) 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 $22,880,218 as of March 31, 1995, which
amount constitutes 4.47% 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 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, 1996, was approved by the
22
<PAGE>
Board of Trustees of the Fund, including a majority of the Independent 12b-1
Trustees, at a Board meeting held on April 20, 1995. 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
23
<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
24
<PAGE>
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"), and for shares of Dean Witter Limited Term Municipal
Trust, Dean Witter Short-Term Bond Fund, Dean Witter Short-Term U.S. Treasury
Trust, Dean Witter Balanced Growth Fund, Dean Witter Balanced Income Fund and
five Dean Witter Funds which are money market funds (the foregoing ten 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.
25
<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-
26
<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
27
<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
28
<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 which are attributable to reinvestment of distributions from, or
the proceeds of, certain 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
29
<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
30
<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, 1995.
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
31
<PAGE>
companies could result in the imposition of federal income tax with respect to
such investments at the Fund level which could not be eliminated by
distributions to shareholders. 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, 1995 were -14.68%, 5.13% and 11.59%, 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, 1995 were -10.37%, 5.45% and 11.59%,
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, 1995 was
- -10.37%, the total return for the five years ended March 31, 1995 was 30.40%,
and the total return for the ten year period ended March 31, 1995 was 199.30%.
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 $31,211, $156,055 and $312,110,
respectively, at March 31, 1995.
The Fund from time to time may also advertise its performance relative to
certain performance rankings and indexes compiled by independent organizations.
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
32
<PAGE>
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, including
providing subaccounting and recordkeeping services for certain retirement
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 LLP, 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
- --------------------------------------------------------------------------------
The shareholders of the Fund are entitled to a full vote for each full share
held. All of the Trustees, except for Messrs. Bozic, Purcell and Schroeder, have
been elected by the shareholders of the Fund, most recently at a Special Meeting
of Shareholders held on January 12, 1993. Messrs. Bozic, Purcell and Schroeder
were elected by the other Trustees of the Fund on April 8, 1994. 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 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 shall be of unlimited duration subject to the provisions in the
Declaration of Trust concerning termination by action of the shareholders.
33
<PAGE>
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 LLP,
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.
34
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
COMMON AND PREFERRED STOCKS, WARRANTS, RIGHTS
AND BONDS (83.5%)
ARGENTINA (0.3%)
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
55,000 Buenos Aires Embotelladera S.A.
(ADR).......................... $ 1,430,000
---------------
AUSTRALIA (0.9%)
APPLIANCES & HOUSEHOLD DURABLES
100,000 Email Ltd...................... 247,027
---------------
BUILDING & CONSTRUCTION
250,000 Clyde Industries Ltd........... 294,080
---------------
COMMERCIAL SERVICES
50,000 Mayne Nickless Ltd............. 218,354
---------------
INDUSTRIALS
100,000 Burns Philp & Co. Ltd.......... 235,264
---------------
INSURANCE
289,500 FAI Life Ltd................... 142,603
---------------
METALS & MINING
150,000 Ashton Mining Ltd.............. 231,588
67,000 Broken Hill Proprietary Co.
Ltd............................ 879,755
350,000 M.I.M. Holdings Ltd............ 481,188
120,000 Newcrest Mining Ltd............ 457,000
85,000 Western Mining Corp. Holdings
Ltd............................ 428,695
---------------
2,478,226
---------------
OIL RELATED
100,000 Ampolex Ltd.................... 255,850
120,000 Woodside Petroleum Ltd......... 478,174
---------------
734,024
---------------
PUBLISHING
100,000 News Corp. Ltd................. 480,086
---------------
TOTAL AUSTRALIA................ 4,829,664
---------------
AUSTRIA (0.1%)
BUSINESS SERVICES
200,000 Fotex.......................... 284,677
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
BELGIUM (0.4%)
CHEMICALS
1,110 Solvay S.A. (A Shares)......... $ 542,057
---------------
MANUFACTURING
10,000 Barco N.V. (Barco
Industries).................... 838,671
---------------
MISCELLANEOUS
15,000 Terca Brick Industries......... 836,017
---------------
TOTAL BELGIUM.................. 2,216,745
---------------
BOLIVIA (0.1%)
UTILITIES
30,000 Compania Boliviana de Energia
Electrica S.A. (ADR)........... 720,000
---------------
BRAZIL (1.5%)
INVESTMENT COMPANIES
1,000,000 Brazilian Smaller Co.
Investment Trust............... 1,280,000
200,000 Brazilian Smaller Co.
Investment Trust (Warrants due
9/30/07)*...................... 164,000
2,000,000 South America Fund............. 5,960,000
400,000 South America Fund (Warrants
due 8/19/96)*.................. 400,000
---------------
TOTAL BRAZIL................... 7,804,000
---------------
CANADA (2.7%)
ALUMINUM
50,000 Alcan Aluminium Ltd............ 1,331,250
---------------
BANKING
40,000 Bank of Montreal............... 765,105
30,000 Bank of Nova Scotia............ 579,192
---------------
1,344,297
---------------
BUILDING & CONSTRUCTION
60,000 Ainsworth Lumber Co............ 445,120
---------------
FOREST PRODUCTS, PAPER & PACKAGING
30,000 Alliance Forest Products,
Inc............................ 541,652
30,000 Pacific Forest Products........ 260,100
---------------
801,752
---------------
MANUFACTURING
98,700 Maxx, Inc...................... 776,332
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
35
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
METALS & MINING
50,000 Falconbridge Ltd............... $ 840,186
12,000 Inco Ltd....................... 334,500
50,000 Noranda, Inc................... 853,595
---------------
2,028,281
---------------
MISCELLANEOUS
30,000 Nowsco Well Service Ltd........ 324,455
---------------
NATURAL GAS
80,000 Renaissance Energy Ltd.*....... 1,673,221
---------------
OIL & GAS DRILLING
50,000 Talisman Energy, Inc.*......... 902,755
---------------
OIL & GAS EXPLORATION
40,000 Canadian Natural Resources
Ltd............................ 454,058
35,000 Canadian Occidental Petroleum
Ltd............................ 914,375
50,000 Northrock Resources Ltd........ 335,180
---------------
1,703,613
---------------
OIL RELATED
50,000 Suncor, Inc.................... 1,336,253
---------------
TELECOMMUNICATIONS
30,000 BCE Mobile Communications,
Inc.*.......................... 992,134
---------------
TOTAL CANADA................... 13,659,463
---------------
CHILE (1.6%)
BANKING
50,000 Banco O' Higgins (ADR)......... 887,500
---------------
CHEMICALS
30,000 Sociedad Quimica y Minera de
Chile S.A. (ADR)............... 900,000
---------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
55,000 Embotelladora Andina S.A.
(ADR).......................... 1,443,750
---------------
PHARMACEUTICALS
60,000 Laboratorio Chile S.A. (ADR)... 1,080,000
---------------
TELECOMMUNICATIONS
40,000 Compania de Telefonos de Chile
S.A. (ADR)..................... 2,670,000
60,000 Empresas Telex-Chile S.A.
(ADR).......................... 435,000
---------------
3,105,000
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
UTILITIES
35,000 Chilgener S.A. (ADR)........... $ 875,000
---------------
TOTAL CHILE.................... 8,291,250
---------------
CHINA (0.3%)
INVESTMENT COMPANIES
200,000 China Fund..................... 1,440,000
---------------
COLOMBIA (0.4%)
BUILDING & CONSTRUCTION
50,000 Cementos Diamante S.A. (ADR) -
144A**......................... 950,000
60,000 Cementos Paz Del Rio S.A. (ADR)
- 144A**....................... 1,042,800
---------------
TOTAL COLOMBIA................. 1,992,800
---------------
DENMARK (1.1%)
BANKING
20,000 Den Danske Bank................ 1,120,685
---------------
GOVERNMENT OBLIGATION
DKK13,860K Kingdom of Denmark 7.00% due
12/15/04....................... 2,235,689
---------------
MULTI - INDUSTRY
10,000 Sophus Berendsen............... 885,525
---------------
TELECOMMUNICATIONS
27,500 Tele Danmark A/S (B Shares).... 1,455,053
---------------
TOTAL DENMARK.................. 5,696,952
---------------
FINLAND (3.0%)
ELECTRONICS
21,000 Nokia Oy (Pref.)............... 3,063,209
---------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
39,000 Cultor Oy (Series "2")......... 1,137,763
---------------
FOREST PRODUCTS, PAPER & PACKAGING
104,000 Enso-Gutzeit Oy (R Shares)..... 799,444
51,000 Kymmene Oy..................... 1,322,528
47,000 Metsa-Serla Oy (B Shares)...... 1,730,262
67,000 Repola Oy...................... 1,115,374
---------------
4,967,608
---------------
LEISURE
110,000 Finnair Oy..................... 738,597
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
36
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
MANUFACTURING
138,000 Rautaruukki Oy................. $ 952,165
---------------
METALS & MINING
100,000 Outokumpu Oy (A Shares)........ 1,488,771
---------------
MISCELLANEOUS
41,000 Aamulehti Yhtymae Oy........... 655,013
3,900 Benefon Oy..................... 1,237,092
---------------
1,892,105
---------------
MULTI - INDUSTRY
44,000 Valmet Corp.................... 855,754
---------------
TOTAL FINLAND.................. 15,095,972
---------------
FRANCE (5.4%)
AUTOMOTIVE
FRF3,500K Peugeot 2.00% due 01/01/01
(Conv.)........................ 658,412
3,300 Psa Peugeot Citroen............ 464,218
17,000 Renault S.A.................... 593,965
13,250 Valeo.......................... 715,508
---------------
2,432,103
---------------
BANKING
9,332 Compagnie Financiere de Paribas
(A Shares)..................... 557,337
---------------
BUILDING & CONSTRUCTION
5,400 CIE Saint Gobain............... 671,980
9,350 Lafarge-Coppee................. 708,619
8,500 Lafarge-Coppee (Warrants due
4/01/96)*...................... 30,423
---------------
1,411,022
---------------
ELECTRONIC & ELECTRICAL EQUIPMENT
10,000 Alcatel Alsthom................ 903,964
---------------
ENGINEERING & CONSTRUCTION
5,000 Bouygues....................... 555,613
---------------
FINANCIAL SERVICES
6,250 Compagnie Bancaire S.A......... 699,719
22,172 Credit Commercial de France.... 1,033,509
8,272 Credit Commercial de France
(Warrants due 6/30/96)*........ 10,500
4,850 Docks de France S.A............ 747,862
---------------
2,491,590
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
FOOD MANUFACTURER
14,200 Seita.......................... $ 393,304
---------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
3,000 Eridania Beghin-Say............ 486,318
1,000 Groupe Danone.................. 170,014
4,675 LVMH Moet-Hennessy Louis
Vuitton........................ 917,392
3,250 Saint-Louis.................... 1,019,197
---------------
2,592,921
---------------
GOVERNMENT OBLIGATION
FRF43,000K France O. A. T. 6.00% due
10/25/25....................... 6,635,002
---------------
INSURANCE
14,000 AXA............................ 714,348
11,000 Societe Centrale des Assurances
Generales de France............ 370,825
---------------
1,085,173
---------------
MACHINERY
2,650 Sidel S.A...................... 744,459
---------------
MANUFACTURING
25,000 CarnaudMetalbox................ 935,907
15,000 Vallourec...................... 639,892
---------------
1,575,799
---------------
MISCELLANEOUS
1,400 De Dietrich et Compagnie
S.A............................ 792,425
9,265 Gaumont S.A.................... 520,560
24,100 Rhone-Poulenc (A Shares)....... 565,702
14,000 Technip S.A.................... 788,055
---------------
2,666,742
---------------
MULTI - INDUSTRY
7,200 Burelle S.A.................... 476,454
---------------
OIL RELATED
8,300 Societe National Elf
Aquitaine...................... 649,768
---------------
PHARMACEUTICALS
4,400 Roussel-Uclaf.................. 654,667
---------------
TIRE & RUBBER GOODS
22,600 Michelin (B Shares)............ 973,039
FRF3,026K Michelin France 2.50% due
01/01/01 (Conv.)............... 154,590
---------------
1,127,629
---------------
UTILITIES
6,856 Cie Generale des Eaux.......... 696,800
---------------
TOTAL FRANCE................... 27,650,347
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
37
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
GERMANY (2.1%)
AUTOMOTIVE
1,636 BMW AG......................... $ 818,000
1,045 Daimler Benz AG................ 472,756
7,050 Kolbenschmidt AG............... 855,632
2,700 M.A.N. AG...................... 647,529
2,700 Volkswagen AG.................. 683,830
---------------
3,477,747
---------------
BUSINESS SERVICES
3,000 Rosenthal AG................... 414,244
---------------
CHEMICALS
2,900 BASF AG........................ 585,480
4,400 Bayer AG....................... 1,080,174
---------------
1,665,654
---------------
HEALTH & PERSONAL CARE
450 Rhon-Klinikum AG (Pref.)....... 313,953
---------------
INSURANCE
590 Allianz Holding AG............. 1,019,637
---------------
MACHINERY
1,750 Babcock-BSH AG................. 269,622
3,300 Mannesmann AG.................. 850,182
---------------
1,119,804
---------------
MACHINERY - DIVERSIFIED
14,200 Kloeckner Humboldt-Deutz AG.... 456,134
---------------
MANUFACTURING
9,400 Deutsche Babcock AG............ 1,058,866
---------------
PHARMACEUTICALS
1,300 Gehe AG........................ 539,935
---------------
TEXTILES
1,600 DLW AG......................... 389,535
---------------
TRANSPORTATION
3,875 Deutsche Lufthansa AG.......... 491,415
---------------
TOTAL GERMANY.................. 10,946,924
---------------
HONG KONG (2.5%)
BANKING
511,000 Guoco Group Ltd................ 1,896,876
100,000 HSBC Holdings PLC.............. 1,128,500
---------------
3,025,376
---------------
CONGLOMERATES
2,258,750 Guangdong Investments Ltd...... 1,095,559
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
ELECTRONIC & ELECTRICAL EQUIPMENT
3,408,000 Alco Holdings Ltd.............. $ 515,729
1,930,000 Kosonic International Holdings
Ltd............................ 68,648
487,600 Truly International Holdings
Ltd. (Warrants due 8/31/96)*... 5,045
---------------
589,422
---------------
INTERNATIONAL TRADE
330,000 Linkful International Holdings
Ltd. (Warrants due 3/31/96)*... 3,159
---------------
INVESTMENT COMPANIES
380,000 Cathay Investment Fund Ltd.*... 383,367
96,000 Cathay Investment Fund Ltd.
(Warrants due 9/30/95)*........ 15,893
---------------
399,260
---------------
MANUFACTURING
4,500,000 Techtronic Industries Co....... 320,119
---------------
MISCELLANEOUS
1,000,000 Shun Tak Holdings Ltd.......... 591,735
---------------
REAL ESTATE
350,000 Great Eagle Holdings Ltd....... 710,729
650,000 Hong Kong Land Holdings........ 1,420,811
265,000 New World Development Co....... 721,496
---------------
2,853,036
---------------
TELECOMMUNICATIONS
700,000 Hong Kong Telecommunications
Ltd............................ 1,362,608
---------------
TRANSPORTATION
700,000 Cathay Pacific Airways......... 1,081,938
---------------
UTILITIES
300,000 China Light & Power Co......... 1,455,086
---------------
TOTAL HONG KONG................ 12,777,298
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
38
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
INDIA (0.9%)
INVESTMENT COMPANIES
50,000 India Magnum Fund (A
Shares)*....................... $ 2,250,000
20,000 Peregrine India Smaller Cos.
Fund........................... 1,820,000
---------------
4,070,000
---------------
METALS & MINING
20,000 Hindalco Industries (GDR)...... 560,000
---------------
MISCELLANEOUS
10,000 Reliance Industries (GDS)...... 160,000
---------------
TOTAL INDIA.................... 4,790,000
---------------
INDONESIA (1.0%)
AUTOMOTIVE
424,000 PT Andayani Megah.............. 407,510
260,000 PT Astra International......... 377,738
---------------
785,248
---------------
BANKING
200,000 PT Bank Bali................... 375,502
240,000 PT Bank International
Indonesia...................... 582,030
---------------
957,532
---------------
COMPUTER SERVICES
300,000 PT Multipolar Corp............. 160,930
---------------
FOREST PRODUCTS, PAPER & PACKAGING
US$ 500,000 PT Tjiwi Kimia 0.00% due
3/26/97 (Conv.)................ 437,500
---------------
INVESTMENT COMPANIES
2,000,000 Peregrine Indonesia Fund
Ltd.***........................ 887,000
20,000 PT Indonesian Satellite Corp.
(ADR).......................... 705,000
---------------
1,592,000
---------------
REAL ESTATE
466,666 PT Duta Anggada Realty......... 297,273
562,000 PT Lippo Land Development...... 383,125
---------------
680,398
---------------
TEXTILES
800,000 PT Great River Industries...... 590,076
---------------
TOTAL INDONESIA................ 5,203,684
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
IRELAND (0.7%)
FINANCIAL SERVICES
250,000 Allied Irish Banks PLC......... $ 1,094,175
1,250,000 Anglo Irish Bank Corp. PLC*.... 992,863
---------------
2,087,038
---------------
MISCELLANEOUS
180,000 CRH PLC........................ 1,070,833
1,500,000 Ryan Hotels PLC................ 632,190
---------------
1,703,023
---------------
TOTAL IRELAND.................. 3,790,061
---------------
ITALY (2.9%)
APPLIANCES & HOUSEHOLD DURABLES
134,000 Merloni Electro Domestici
SpA............................ 472,262
---------------
AUTOMOTIVE
205,999 Fiat SpA*...................... 769,989
290,000 Pirelli SpA.................... 367,730
---------------
1,137,719
---------------
BUILDING & CONSTRUCTION
135,000 UniChem SpA.................... 773,578
ITL70,000K UniChem Mediobanca SpA 4.50%
due 1/01/00 (Conv.)............ 34,076
---------------
807,654
---------------
CHEMICALS
1,069,000 Montedison SpA Di Risp......... 569,297
---------------
COMPUTER SERVICES
500,000 Olivetti & C SpA............... 466,862
---------------
FINANCIAL SERVICES
130,000 IMI SpA........................ 672,188
---------------
GOVERNMENT OBLIGATION
ITL5,800M Italy (Republic of) 8.50% due
8/01/04........................ 2,600,305
---------------
INSURANCE
56,000 R.A.S. Di Risp SpA............. 307,655
8,000 R.A.S. Di Risp SpA (Warrants
due 12/31/97)*................. 17,839
---------------
325,494
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
39
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
MACHINERY
200,000 Tecnost SpA.................... $ 400,000
---------------
MANUFACTURING
700,000 Dalmine SpA.................... 166,276
219,333 Sasib SpA...................... 883,249
31,333 Sasib SpA (Warrants due
7/31/97)*...................... 14,885
---------------
1,064,410
---------------
MISCELLANEOUS
2,235,000 Istituto Nazionale Delle
Assicurazioni.................. 2,638,742
---------------
TELECOMMUNICATIONS
416,000 Stet SpA....................... 1,065,741
846,000 Telecom Italia SpA............. 1,973,338
---------------
3,039,079
---------------
TEXTILES
80,000 Marzotto (Gaetano) & Figli
SpA............................ 499,707
81,000 Vincenzo Zucchi SpA............ 347,041
---------------
846,748
---------------
TOTAL ITALY.................... 15,040,760
---------------
JAPAN (17.4%)
AUTOMOTIVE
250,000 Mitsubishi Motors Corp......... 2,283,487
---------------
BANKING
Y500,000K International Bank for
Reconstruction & Development
7.25% due 4/27/95 (Conv.)...... 5,790,993
18,000 Sumitomo Trust & Banking Co.... 243,187
---------------
6,034,180
---------------
BUILDING & CONSTRUCTION
60,500 Japan Foundation Engineering
Co. Ltd........................ 1,390,242
21,000 Kawagishi Bridge Works Co.
Ltd............................ 201,270
300,000 Nishimatsu Construction Co..... 3,384,527
150,000 Tohoku Telecommunications
Construction Co................ 1,056,582
48,400 Yokogawa Construction Co....... 1,212,794
---------------
7,245,415
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
BUSINESS SERVICES
84,000 Wesco, Inc..................... $ 2,424,942
---------------
CHEMICALS
350,000 Kaneka Corp.................... 2,344,111
---------------
COMPUTER SERVICES
50,000 CSK Corp....................... 1,293,303
90,000 Hitachi Software Engineering
Co............................. 2,182,448
---------------
3,475,751
---------------
ELECTRONIC & ELECTRICAL EQUIPMENT
50,000 Ado Electronic Industrial
Co............................. 1,062,356
35,000 Fujitsu Business Systems....... 941,686
150,000 Fujitsu Kiden.................. 2,321,016
200,000 NEC Corp....................... 2,145,497
100,000 Nichicon Corp.................. 1,535,797
150,000 Nitto Denko Corp............... 2,355,658
55,000 Rohm Co., Ltd.................. 2,451,501
100,000 Ryoyo Electronic Corp.......... 2,401,848
---------------
15,215,359
---------------
FINANCIAL SERVICES
44,000 Acom Co., Ltd.................. 1,214,319
100,000 Kokusai Securities Co.......... 1,293,303
100,000 Nomura Securities Co., Ltd..... 1,870,670
75,000 Orix Corp...................... 3,005,196
---------------
7,383,488
---------------
FOREST PRODUCTS, PAPER & PACKAGING
100,000 New Oji Paper Co. Ltd.......... 1,033,487
---------------
HEALTH & PERSONAL CARE
132,000 Santen Pharmaceutical Co....... 3,627,714
---------------
INSURANCE
100,000 Dai-Tokyo Fire & Marine
Insurance Co. Ltd.............. 750,577
150,000 Tokio Marine & Fire Insurance
Co............................. 1,706,120
---------------
2,456,697
---------------
INTERNATIONAL TRADE
300,000 Mitsui & Co.................... 2,355,658
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
40
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
MACHINERY
50,000 Fuji Machine Manufacturing
Co............................. $ 1,403,002
173,000 Furukawa Co., Ltd.............. 942,910
350,000 Mitsubishi Heavy Industries,
Ltd............................ 2,517,898
80,000 Miura Co....................... 1,431,871
---------------
6,295,681
---------------
MACHINERY - CONSTRUCTION & MATERIALS
70,000 C.K.D. Corp.................... 606,236
---------------
MACHINERY - DIVERSIFIED
180,000 Daiwa Industries............... 1,870,670
---------------
MANUFACTURING
62,000 Descente....................... 368,707
380,000 Hitachi Cable.................. 2,803,926
77,000 Nippon Electric Glass Co....... 1,333,718
75,000 Tenma Corp..................... 1,810,046
130,000 Tokyo Style Co................. 2,086,605
---------------
8,403,002
---------------
METALS & MINING
80,000 Toa Steel Co. Ltd.............. 499,769
50,000 Tokyo Tekko Co. Ltd............ 409,931
---------------
909,700
---------------
MULTI - INDUSTRY
225,000 Kyokuto Boeki Kaisha........... 1,808,314
---------------
OIL RELATED
300,000 Mitsubishi Oil Co.............. 2,771,363
---------------
PHARMACEUTICALS
160,000 Eisai Co. Ltd.................. 2,771,363
---------------
REAL ESTATE
100,000 Sumitomo Realty & Development
Co............................. 646,651
---------------
RETAIL STORES
120,000 Izumiya Co..................... 2,092,379
38,400 Shimamura Co. Ltd.............. 1,321,386
---------------
3,413,765
---------------
TEXTILES
100,000 Kuraray Co..................... 1,166,282
---------------
TRANSPORTATION
253,000 Yamato Transport Co. Ltd....... 2,746,189
---------------
TOTAL JAPAN.................... 89,289,505
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
MALAYSIA (2.2%)
BANKING
80,000 DCB Holdings Berhad............ $ 196,164
150,000 Malayan Banking Berhad......... 1,014,435
---------------
1,210,599
---------------
BUILDING & CONSTRUCTION
120,000 United Engineers Berhad........ 702,393
---------------
BUILDING MATERIALS
212,500 Kim Hin Industry Berhad........ 1,033,716
40,500 Kim Hin Industry Berhad
(Warrants due 7/18/98)*........ 46,771
---------------
1,080,487
---------------
CONGLOMERATES
300,000 Renong Berhad.................. 465,098
170,000 Sime Darby Berhad.............. 423,571
---------------
888,669
---------------
CONSTRUCTION PLANT & EQUIPMENT
52,500 YTL Corp. Berhad............... 259,541
---------------
ELECTRONIC & ELECTRICAL EQUIPMENT
216,666 Leader Universal Holdings
Berhad......................... 754,068
---------------
FOREST PRODUCTS, PAPER & PACKAGING
500,000 Aokam Perdana Berhad........... 2,807,989
---------------
MANUFACTURING
69,600 Mah Sing Group Berhad.......... 151,394
58,000 Mah Sing Group Berhad
(Rights)*...................... 29,361
149,000 Press Metal Berhad............. 353,569
---------------
534,324
---------------
MULTI - INDUSTRY
66,000 Westmont Berhad................ 331,501
---------------
REAL ESTATE
87,000 Land & General Berhad.......... 266,660
---------------
TELECOMMUNICATIONS
100,000 Telekom Malaysia Berhad........ 692,110
US$ 1,000K Telekom Malaysia Berhad 4.00%
due 10/03/04 (Conv.) -
144A**......................... 850,000
---------------
1,542,110
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
41
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
UTILITIES
100,000 Technology Resource Industries
Berhad......................... $ 286,731
180,000 Tenaga Nasional Berhad......... 740,360
---------------
1,027,091
---------------
TOTAL MALAYSIA................. 11,405,432
---------------
MEXICO (2.9%)
BANKING
180,000 Grupo Financiero Banamex -
Accival S.A. de C.V. (B
shares)........................ 213,018
962,000 Grupo Financiero Bancomer S.A.
de C.V. (B Shares)............. 155,115
400,000 Grupo Financiero Del Norte (B
Shares)........................ 404,734
---------------
772,867
---------------
BUILDING & CONSTRUCTION
270,000 Cementos de Mexico S.A. (B
Shares)........................ 595,118
35,000 Corporacion Geo S.A. (ADR) -
144A**......................... 315,000
1,020,000 Grupo Cementos de Chihuahua
S.A. de C.V. (B Shares)........ 558,284
81,000 Ttolmex S.A. (B Shares)........ 185,485
---------------
1,653,887
---------------
CONGLOMERATES
200,000 Grupo Carso S.A. (A1
Shares)*....................... 877,219
---------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
900,000 Argos (B Shares)............... 348,817
30,000 Coca Cola FEMSA S.A. de C.V.
(ADR).......................... 551,250
402,000 Emvasa (B Shares).............. 208,136
100,000 Gemex (B Shares)............... 454,882
55,000 Panamerican Beverages, Inc. (A
Shares)........................ 1,436,875
---------------
2,999,960
---------------
FOREST PRODUCTS, PAPER & PACKAGING
90,000 Kimberley-Clark de Mexico S.A.
de C.V. (A Shares)............. 744,231
---------------
INVESTMENT COMPANIES
200,000 Baring Puma Fund............... 4,000,000
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
METALS & MINING
150,000 Hylsamex, S.A. de C.V. (B
Shares)........................ $ 237,426
---------------
PHARMACEUTICALS
60,000 Grupo Casa Autrey S.A. de C.V.
(ADR).......................... 855,000
64,000 Nacional de Drogas S.A. de C.V.
(B Shares)..................... 203,550
202,000 Nacional de Drogas S.A. de C.V.
(L Shares)..................... 490,059
---------------
1,548,609
---------------
RETAIL
700,000 Cifra, S.A. (Series C)......... 855,325
---------------
TELECOMMUNICATIONS
34,000 Telefonos de Mexico S.A. de
C.V. (L Shares) (ADR).......... 969,000
---------------
TOTAL MEXICO................... 14,658,524
---------------
NETHERLANDS (1.5%)
APPLIANCES & HOUSEHOLD DURABLES
14,900 Atag Holdings NV............... 1,141,837
---------------
BUILDING & CONSTRUCTION
21,700 Hunter Douglas NV.............. 945,623
---------------
BUSINESS SERVICES
19,200 Oce-Van Der Grinten NV......... 980,075
---------------
ELECTRONIC & ELECTRICAL EQUIPMENT
14,400 Philips Electronics NV......... 490,038
---------------
MISCELLANEOUS
25,000 Ballast Nedam NV (Pref.)....... 1,092,674
---------------
MULTI - INDUSTRY
32,500 Borsumij Wehry NV.............. 599,428
---------------
OIL RELATED
5,000 Royal Dutch Petroleum Co....... 600,078
---------------
PUBLISHING
12,000 Ver Ned Uitgev Ver Bezit NV.... 1,291,337
---------------
TRANSPORTATION
22,200 Nedlloyd Groep NV.............. 624,276
---------------
TOTAL NETHERLANDS.............. 7,765,366
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
42
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
NORWAY (1.2%)
CONSUMER SERVICES
16,000 Orkla Borregaard AS (A
Shares)........................ $ 589,371
---------------
FOREST PRODUCTS, PAPER & PACKAGING
36,500 Norsk Skogindustrier AS (B
Shares)........................ 1,030,588
---------------
MACHINERY
35,000 Kvaerner AS (B Shares)......... 1,470,994
---------------
MISCELLANEOUS
107,500 Sensonor AS.................... 880,933
---------------
OIL RELATED
36,666 Norsk Hydro AS................. 1,368,467
---------------
TRANSPORTATION
29,100 Bergesen d.y. AS (A Shares).... 639,846
---------------
TOTAL NORWAY................... 5,980,199
---------------
PANAMA (0.2%)
BANKING
50,000 Banco Latinoamericano de
Exportaciones S.A. (ADR)....... 1,275,000
---------------
PERU (0.4%)
BANKING
185,572 Banco Wiese (ADR).............. 1,299,004
---------------
TELECOMMUNICATIONS
697,310 Telefonica de Peru (B
Shares)........................ 810,538
---------------
TOTAL PERU..................... 2,109,542
---------------
PHILIPPINES (1.5%)
AUTOMOTIVE
312,500 Sime Darby Pilipinas, Inc...... 559,339
---------------
BANKS - COMMERCIAL
50,000 Philippine National Bank....... 426,070
---------------
CONGLOMERATES
74,520 Ayala Corp..................... 894,240
155,000 Ayala Corp. (B Shares)......... 196,012
---------------
1,090,252
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
200,000 San Miguel Corp. (B Shares).... $ 910,506
---------------
MISCELLANEOUS
935,000 JG Summit Holdings, Inc. (B
Shares)........................ 254,669
1,700,000 SM Prime Holdings.............. 515,953
---------------
770,622
---------------
OIL RELATED
1,160,000 Petron Corp.................... 835,019
---------------
REAL ESTATE
290,000 Ayala Land, Inc (B Shares)..... 344,163
---------------
TELECOMMUNICATIONS
25,000 Philippine Long Distance
Telephone...................... 1,498,054
---------------
TRANSPORTATION
600,600 International Container
Terminal....................... 426,496
---------------
UTILITIES
73,000 Manila Electric Co. (B
Shares)........................ 752,724
---------------
TOTAL PHILIPPINES.............. 7,613,245
---------------
PORTUGAL (1.9%)
BANKING
50,000 Banco Totta & Acores S.A....... 1,063,793
---------------
BUILDING & CONSTRUCTION
43,600 Soares da Costa S.A............ 882,524
13,080 Soares da Costa S.A. (New)..... 232,986
---------------
1,115,510
---------------
CHEMICALS
30,000 Corporacao Industrial de
Norte.......................... 893,793
---------------
COMMUNICATIONS EQUIPMENT
226,000 TVI Televisao S.A.............. 1,394,966
---------------
FINANCIAL SERVICES
51,000 Banco Portuguese de
Investimento S.A............... 903,931
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
43
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
22,400 Jeronimo Martins & Filho....... $ 1,019,432
20,000 Sumolis Companhia Industrial de
Frutas e Bebidas S.A........... 228,276
---------------
1,247,708
---------------
FOREST PRODUCTS, PAPER & PACKAGING
64,000 Sonae Industria SGPS S.A....... 781,241
38,090 Sonae Industria SGPS S.A.
(New).......................... 42,214
---------------
823,455
---------------
MISCELLANEOUS
40,000 Journalgeste................... 794,483
20,000 Lisnave - Estaleiros Navis de
Lisboa S.A..................... 97,517
20,000 Modelo - Sociedade Gestora de
Participacoes Sociais S.A...... 635,862
30,000 Sonae Investimentos............ 723,103
---------------
2,250,965
---------------
TOTAL PORTUGAL................. 9,694,121
---------------
RUSSIA (0.2%)
INVESTMENT COMPANIES
200,000 First NIS Fund................. 650,000
110,000 Fleming Russia Securities Fund
Ltd. (Pref.)................... 495,000
---------------
TOTAL RUSSIA................... 1,145,000
---------------
SINGAPORE (1.7%)
BANKING
37,500 Development Bank of Singapore,
Ltd............................ 393,199
105,042 Overseas Chinese Banking Corp.,
Ltd............................ 1,056,746
---------------
1,449,945
---------------
COMPUTER SERVICES
200,000 CSA Holdings, Ltd.............. 153,029
---------------
CONGLOMERATES
70,000 Keppel Corp., Ltd.............. 565,356
---------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
30,000 Asia Pacific Breweries, Ltd.... 174,283
---------------
LEISURE
210,000 Genting Berhad................. 1,904,357
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
MISCELLANEOUS
450,000 United Industrial Corp......... $ 398,512
67,500 United Industrial Corp.
(Warrants due 8/29/98)*........ 23,672
---------------
422,184
---------------
MULTI - INDUSTRY
361,000 Acma Ltd....................... 1,109,982
---------------
PUBLISHING
55,000 Singapore Press Holdings....... 931,279
---------------
SHIPBUILDING
135,000 Sembawang Corp. Ltd............ 937,300
100,000 Sembawang Maritime Ltd......... 403,826
---------------
1,341,126
---------------
TRANSPORTATION
40,000 Singapore Airlines Ltd......... 399,575
---------------
TOTAL SINGAPORE................ 8,451,116
---------------
SOUTH KOREA (1.2%)
AUTOMOTIVE
515 Asia Motors Co., Inc........... 6,938
---------------
BANKING
18,000 Kyungnam Bank.................. 172,539
---------------
BUILDING & CONSTRUCTION
20,400 Daelim Industrial Co........... 531,140
8,491 Hanjin Engineering Construction
Co............................. 170,480
---------------
701,620
---------------
CHEMICALS
20,800 Hanwha Chemical Corp........... 522,694
---------------
ELECTRONIC & ELECTRICAL EQUIPMENT
9,540 Anam Electronics Co............ 173,005
3,213 Nam Sung Corp., Ltd............ 60,764
297 Samsung Electronics Co.
(GDR).......................... 13,439
7,187 Samsung Electronics Co.
(GDS).......................... 325,212
---------------
572,420
---------------
FINANCIAL SERVICES
1,071 Daewoo Securities Co........... 32,463
1,071 Ssangyong Investment &
Securities Co., Ltd............ 19,284
105 Ssangyong Investment &
Securities Co., Ltd. (New)..... 1,701
---------------
53,448
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
44
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
INVESTMENT COMPANIES
200,000 Clemente Korea Emerging Growth
Fund*.......................... $ 2,400,000
---------------
MACHINERY
224 Samsung Heavy Equipment*....... 8,415
29 Samsung Heavy Equipment
(Rights)*...................... 980
---------------
9,395
---------------
MANUFACTURING
3,696 Daewoo Electronic Components
Co............................. 49,312
---------------
OIL & GAS PRODUCTS
11,400 Yukong Ltd..................... 505,026
---------------
RETAIL STORES
1,272 Midopa Co...................... 18,124
---------------
TELECOMMUNICATIONS
2,216 Daewoo Telecom Co.............. 27,844
---------------
UTILITIES
30,000 Korea Electric Power Corp...... 1,045,337
---------------
TOTAL SOUTH KOREA.............. 6,084,697
---------------
SPAIN (3.1%)
BANKING
40,000 Argentaria Corp. (ADR)......... 575,000
23,300 Argentaria Corp. S.A........... 679,882
25,000 Banco Bilbao Vizcaya S.A....... 635,710
11,000 Banco de Santander S.A......... 386,125
6,000 Banco Popular Espanol.......... 777,067
---------------
3,053,784
---------------
BUILDING & CONSTRUCTION
50,000 Aumar S.A...................... 513,306
12,258 Cubiertas y Mzov S.A........... 628,243
10,300 Fomento de Construcctiones y
Contratas S.A.................. 788,178
---------------
1,929,727
---------------
BUSINESS SERVICES
22,754 Prosegur Compania Seguridad
S.A............................ 395,315
---------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
30,000 Viscofan Envolturas Celulosas
S.A............................ 361,289
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
GOVERNMENT OBLIGATION
ESP305,000K Spain (Kingdom of) 8.00% due
5/30/04........................ $ 1,857,506
---------------
FOREST PRODUCTS, PAPER & PACKAGING
70,000 Empresa Nacional de Celulosa
S.A............................ 1,547,816
---------------
MACHINERY
15,000 Azkoyen S.A.................... 870,647
---------------
OIL RELATED
29,500 Repsol S.A..................... 836,334
---------------
REAL ESTATE
30,000 Vallehermoso S.A............... 414,594
---------------
RETAIL STORES
30,000 Cortefiel S.A.................. 841,033
---------------
STEEL
8,800 Acerinox S.A................... 847,824
---------------
TELECOMMUNICATIONS
82,400 Telefonica de Espana S.A....... 1,044,397
---------------
TEXTILES
90,000 Algodonera de Saint Antonia
S.A............................ 764,037
---------------
UTILITIES
27,750 ENDESA......................... 1,183,369
---------------
TOTAL SPAIN.................... 15,947,672
---------------
SWEDEN (3.5%)
AUTOMOTIVE
20,000 Autoliv AB..................... 757,082
59,000 Volvo AB (Series "B" Free)..... 1,020,637
---------------
1,777,719
---------------
BIOTECHNOLOGY
100,000 Foreningsbanken AB (A
Shares)........................ 164,170
---------------
BUILDING & CONSTRUCTION
17,700 Celsius Industries Corp. (B
Shares)........................ 276,172
43,000 Euroc AB (Series "B" Free)..... 816,781
40,000 Skanska AB (Series "B" Free)... 762,509
26,175 Svedala Industri (Series "AB"
Free).......................... 621,489
---------------
2,476,951
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
45
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
CONGLOMERATES
34,000 Cardo AB....................... $ 357,511
---------------
ELECTRONIC & ELECTRICAL EQUIPMENT
11,250 Ericsson (L.M.) AB (Series "B"
Free).......................... 699,843
SEK8,750 Ericsson (L.M.) Telephone Co.
4.25% due 6/30/00 (Conv.)...... 17,763
---------------
717,606
---------------
FOREST PRODUCTS, PAPER & PACKAGING
69,000 Munksjo AB..................... 505,536
10,990 Stora Kopparbergs (Series "B"
Free).......................... 656,084
---------------
1,161,620
---------------
GOVERNMENT OBLIGATION
SEK19,800K Sweden (Kingdom of) 6.00% due
2/09/05........................ 1,838,721
---------------
HAND TOOLS
42,500 Sandvik AB (Series "A" Free)... 674,658
---------------
INTERNATIONAL TRADE
34,800 Kinnevik AB (Series "B"
Free).......................... 1,062,358
---------------
METALS & MINING
90,000 Avesta-Sheffield AB............ 805,926
37,000 S.K.F. AB (Series "B" Free).... 617,470
10,000 SSAB Svenskt Stal AB (Series
"A" Free)...................... 411,104
15,000 SSAB Svenskt Stal AB (Series
"B" Free)...................... 614,621
60,000 Trelleborg AB (Series "B"
Free).......................... 696,027
---------------
3,145,148
---------------
MISCELLANEOUS
83,550 Hoganas AB..................... 1,280,955
50,000 Kalmar Industries AB........... 620,726
---------------
1,901,681
---------------
PHARMACEUTICALS
34,580 Astra AB (Series "A" Free)..... 919,581
---------------
RETAIL STORES
37,000 Lindex AB...................... 522,088
---------------
TRANSPORTATION
55,000 ASG AB (Series "B" Free)....... 940,247
---------------
TOTAL SWEDEN................... 17,660,059
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
SWITZERLAND (0.9%)
FINANCIAL SERVICES
2,080 Swiss Bank Corp................ $ 685,977
---------------
MACHINERY
1,100 Elco Looser Holding AG......... 476,569
---------------
MANUFACTURING
510 Fischer (Georg) AG............. 586,207
---------------
MISCELLANEOUS
1,550 Kardex AG...................... 376,879
---------------
MULTI - INDUSTRY
750 BBC Brown Boveri AG............ 713,528
520 Publicitas Holding S.A......... 448,276
---------------
1,161,804
---------------
PHARMACEUTICALS
200 Roche Holdings AG.............. 1,156,499
---------------
TOTAL SWITZERLAND.............. 4,443,935
---------------
TAIWAN (0.2%)
INVESTMENT COMPANIES
100,000 Paribas Emerging Markets
Fund-Taiwan Series............. 913,000
---------------
THAILAND (2.2%)
AUTOMOTIVE
230,000 Thai Stanley Electric Public
Co............................. 934,390
---------------
BANKING
1,000,000 First Bangkok City Bank Public
Co............................. 721,105
400,000 Krung Thai Bank Public Co.
Ltd............................ 1,129,393
---------------
1,850,498
---------------
FINANCIAL SERVICES
100,000 Dhana Siam Finance and
Securities Co., Ltd............ 487,508
420,000 National Finance & Securities
Co............................. 1,347,959
---------------
1,835,467
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
46
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
100,000 Thai President Food Co......... $ 999,391
---------------
HOUSEHOLD PRODUCTS
150,000 Srithai Superware Co., Ltd..... 907,983
---------------
REAL ESTATE
45,200 Kian Gwan Co. Ltd.............. 131,294
50,000 Land & House Co................ 853,138
160,000 Raimon Land Co., Ltd........... 260,004
---------------
1,244,436
---------------
RETAIL STORES
308,000 Robinson Dept Store Co......... 575,584
---------------
TELECOMMUNICATIONS
300,000 Telecomasia Corp.*............. 1,133,455
170,000 Thai Telephone &
Telecommunications............. 1,284,583
---------------
2,418,038
---------------
TRANSPORTATION
246,000 Thai Airway International
Public Co. Ltd................. 589,640
---------------
TOTAL THAILAND................. 11,355,427
---------------
UNITED KINGDOM (4.0%)
BANKING
90,000 Abbey National PLC............. 686,836
---------------
BEVERAGES - ALCOHOLIC
35,000 Guinness PLC................... 264,548
---------------
BREWERS
30,000 Bass PLC....................... 267,143
---------------
BUILDING & CONSTRUCTION
100,000 Bryant Group................... 210,860
70,000 Meyer International PLC........ 346,297
---------------
557,157
---------------
BUSINESS SERVICES
45,000 Inchcape PLC................... 221,890
---------------
CHEMICALS
110,000 Scapa Group.................... 369,329
---------------
ELECTRONIC & ELECTRICAL EQUIPMENT
30,000 Bowthorpe PLC.................. 163,011
---------------
FOOD PROCESSING
27,500 Unilever PLC................... 545,519
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
60,000 B.A.T. Industries PLC.......... $ 427,235
45,000 Boddington Group PLC........... 186,125
---------------
613,360
---------------
GOVERNMENT OBLIGATION
L1,950K Treasury 8.00% due 9/25/09..... 3,030,454
---------------
HOUSEHOLD FURNISHINGS & APPLIANCES
130,000 MFI Furniture Group PLC........ 246,706
---------------
INSURANCE
55,622 Commercial Union PLC........... 488,986
---------------
INVESTMENT COMPANIES
290,000 NB Smaller Cos. Trust.......... 578,567
1,100,000 The Throgmorton Trust.......... 1,324,769
150,000 TR Smaller Cos. Investment
Trust.......................... 444,023
---------------
2,347,359
---------------
LEISURE
80,000 Rank Organisation PLC.......... 522,933
80,000 Tomkins PLC.................... 304,936
---------------
827,869
---------------
MANUFACTURING
80,000 TI Group PLC................... 489,195
---------------
MISCELLANEOUS
50,000 Ashanti Goldfields Ltd. (GDS) -
144A**......................... 1,242,500
15,000 Zeneca Group PLC............... 211,671
---------------
1,454,171
---------------
MULTI - INDUSTRY
70,000 BTR PLC........................ 372,411
2,679 BTR PLC (Warrants due
11/26/98)*..................... 1,543
3,466 BTR PLC (Warrants due
12/26/97)*..................... 4,441
5,266 BTR PLC (Warrants due
5/15/96)*...................... 6,406
---------------
384,801
---------------
NATURAL GAS
85,000 British Gas PLC................ 394,998
---------------
OIL RELATED
120,000 British Petroleum Co. PLC...... 835,006
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
47
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
PHARMACEUTICALS
50,000 Glaxo Holdings PLC............. $ 572,566
40,000 Smithkline Beecham (Class A)... 310,126
---------------
882,692
---------------
PUBLISHING
77,000 Emap PLC....................... 522,057
99,650 Reuters Holding PLC............ 769,370
---------------
1,291,427
---------------
RETAIL
30,000 Marks & Spencer PLC............ 202,912
---------------
RETAIL STORES
250,000 Sears PLC...................... 423,748
---------------
TELECOMMUNICATIONS
98,000 British Telecommunications
PLC............................ 621,518
400,000 Telewest Communications........ 1,109,448
120,000 Vodafone Group PLC............. 386,360
---------------
2,117,326
---------------
TEXTILES
66,830 Coats Viyella PLC.............. 213,545
---------------
TRANSPORTATION
35,000 British Airport Authority...... 267,103
---------------
UTILITIES
46,000 Southern Electric PLC.......... 436,480
30,000 Yorkshire Water PLC............ 255,952
---------------
692,432
---------------
TOTAL UNITED KINGDOM........... 20,279,523
---------------
UNITED STATES (9.3%)
ADVERTISING
8,000 Omnicom Group, Inc............. 438,000
---------------
AEROSPACE
11,000 Boeing Co...................... 592,625
---------------
AUTOMOTIVE
10,000 Genuine Parts Co............... 398,750
---------------
BANKING
25,000 Bank of New York Co., Inc...... 821,875
11,000 First Bank System, Inc......... 444,125
---------------
1,266,000
---------------
BUILDING & CONSTRUCTION
22,000 Oakwood Homes Corp............. 580,250
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
BUSINESS SERVICES
15,000 Green Tree Financial Corp...... $ 615,000
---------------
CABLE/CELLULAR
9,500 Glenayre Technologies, Inc..... 432,250
---------------
CHEMICALS
8,000 International Flavors &
Fragrances Inc................. 413,000
---------------
COMPUTER SOFTWARE
10,000 Autodesk, Inc.................. 420,000
10,000 Cerner Corp.*.................. 477,500
9,000 Computer Associates
International, Inc............. 534,375
10,000 Computer Sciences Corp.*....... 493,750
15,000 FTP Software, Inc.............. 472,500
16,000 Informix Corp.................. 546,000
10,000 Microsoft Corp.*............... 710,000
12,000 Peoplesoft, Inc................ 522,000
---------------
4,176,125
---------------
CONGLOMERATES
3,000 ITT Corp....................... 307,875
---------------
CONSUMER SERVICES
8,000 Automatic Data Processing,
Inc............................ 504,000
13,000 C U C International, Inc.*..... 505,375
8,000 First Data Corp................ 415,000
---------------
1,424,375
---------------
DRUGS
7,000 American Home Products Corp.... 498,750
6,000 Amgen Inc.*.................... 402,750
12,000 Johnson & Johnson.............. 714,000
8,000 Lilly (Eli) & Co............... 585,000
13,000 Merck & Co., Inc............... 554,125
6,500 Pfizer, Inc.................... 557,375
12,000 Scherer (R.P.) Corp.*.......... 603,000
8,000 Schering-Plough Corp........... 595,000
5,500 Warner-Lambert Co.............. 430,375
---------------
4,940,375
---------------
ELECTRONIC COMPONENTS
9,000 ADC Telecommunications, Inc.... 265,500
10,000 Analog Devices, Inc............ 255,000
13,000 Integrated Device Technology,
Inc............................ 481,000
15,000 Oak Technology, Inc............ 446,250
5,000 Xilinx, Inc.................... 337,500
---------------
1,785,250
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
48
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
ELECTRONICS - SEMICONDUCTORS
8,000 Altera Corp.................... $ 445,000
6,139 Intel Corp..................... 520,280
16,000 Maxim Integrated Products
Inc.*.......................... 580,000
5,000 Motorola, Inc.................. 273,125
6,000 Texas Instruments Inc.......... 531,000
---------------
2,349,405
---------------
ENTERTAINMENT
14,000 Gaylord Entertainment Co.
(Class A)...................... 367,500
20,000 Sierra On-Line, Inc............ 430,000
---------------
797,500
---------------
FINANCIAL SERVICES
5,500 Federal National Mortgage
Association.................... 447,563
7,200 First Financial Management
Corp........................... 520,200
23,000 MBNA Corp...................... 667,000
6,000 Merrill Lynch & Co., Inc....... 255,750
12,000 MGIC Investment Corp........... 489,000
---------------
2,379,513
---------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
11,000 C P C International Inc........ 595,375
10,000 Coca Cola Co................... 565,000
6,000 PepsiCo Inc.................... 234,000
13,000 Procter & Gamble Co............ 861,250
---------------
2,255,625
---------------
FOREST PRODUCTS, PAPER & PACKAGING
20,000 Fort Howard Corp............... 252,500
7,000 Scott Paper Co................. 625,625
---------------
878,125
---------------
HEALTH & PERSONAL CARE
21,000 Horizon Healthcare Corp.*...... 561,750
17,500 Sun Healthcare Group, Inc...... 446,250
---------------
1,008,000
---------------
HEALTH EQUIPMENT & SERVICES
12,500 Columbia/HCA Healthcare
Corp........................... 537,500
12,000 HBO & Co....................... 519,000
12,000 Shared Medical Systems Corp.... 438,000
15,000 Vivra, Inc. ................... 483,750
---------------
1,978,250
---------------
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
HOME ENTERTAINMENT
16,000 Electronic Arts, Inc........... $ 360,000
---------------
HOSPITAL SUPPLY
10,000 Boston Scientific Corp......... 246,250
---------------
HOTELS/MOTELS
14,000 Hospitality Franchise Systems,
Inc.*.......................... 448,000
20,000 La Quinta Inns, Inc............ 542,500
15,000 Marriot International Inc...... 521,250
---------------
1,511,750
---------------
HOUSEHOLD PRODUCTS
19,000 Black & Decker Corp............ 548,625
7,000 Gillette Co.................... 571,375
10,000 Tambrands, Inc................. 446,250
---------------
1,566,250
---------------
INSURANCE
14,300 American General Corp.......... 461,175
6,500 American International Group,
Inc............................ 677,625
6,000 CIGNA Corp..................... 448,500
3,000 General Re Corp................ 396,000
10,000 Jefferson-Pilot Corp........... 591,250
9,000 St. Paul, Inc.................. 450,000
11,000 Sunamerica Inc................. 477,125
13,000 Travelers, Inc................. 502,125
---------------
4,003,800
---------------
MANUFACTURING
30,000 Clayton Homes, Inc............. 513,750
6,000 Silicon Graphics, Inc.*........ 213,000
---------------
726,750
---------------
MEDIA
6,000 Capital Cities/ABC, Inc........ 529,500
5,000 Clear Channel Communications,
Inc.*.......................... 297,500
30,000 Heftel Broadcasting Corp....... 371,250
10,000 Infinity Broadcasting Corp.
(Class A)*..................... 412,500
51,000 Scandinavian Broadcasting
System S.A..................... 1,173,000
9,000 Tele-Communications, Inc.
(Class A)...................... 187,875
20,000 Time Warner, Inc............... 755,000
10,000 Viacom, Inc. (Class B)......... 447,500
---------------
4,174,125
---------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
49
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
SHARES/PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------
<C> <S> <C>
MEDICAL PRODUCTS & SUPPLIES
15,000 Allergan, Inc.................. $ 442,500
8,000 Medtronic, Inc................. 555,000
10,000 Omnicare, Inc.................. 525,000
---------------
1,522,500
---------------
OIL RELATED
4,000 Mobil Corp..................... 370,500
---------------
REAL ESTATE
17,000 Crescent Real Estate Equities,
Inc............................ 484,500
---------------
RESTAURANTS
13,000 McDonald's Corp................ 443,625
36,000 Wendy's International, Inc..... 589,500
---------------
1,033,125
---------------
RETAIL
8,000 Home Depot, Inc................ 354,000
5,000 Safeway, Inc................... 173,750
---------------
527,750
---------------
SUPERMARKETS
7,000 Albertson's Inc................ 225,750
---------------
TELECOMMUNICATIONS
8,000 Ascend Communications, Inc..... 518,000
15,000 Summa Four, Inc................ 356,250
---------------
874,250
---------------
UTILITIES
22,000 Kansas City Power & Light
Co............................. 500,500
24,000 TECO Energy, Inc............... 504,000
---------------
1,004,500
---------------
TOTAL UNITED STATES............ 47,648,093
---------------
URUGUAY (0.1%)
BANKING
25,000 Banco Commercial S.A. (ADR) -
144A**......................... 300,000
---------------
TOTAL COMMON AND PREFERRED
STOCKS, WARRANTS, RIGHTS AND
BONDS (Identified Cost
$424,251,060).................. 427,680,053
---------------
PRINCIPAL AMOUNT
IN THOUSANDS VALUE
- -------------------------------------------------------------------
SHORT-TERM INVESTMENTS (a) (5.7%)
U.S. GOVERNMENT AGENCIES
$ 14,500 Federal Home Loan Banks 6.25%
due 4/03/95................... $ 14,494,965
15,000 Federal National Mortgage
Association 5.93% due
4/05/95....................... 14,990,117
---------------
TOTAL SHORT-TERM INVESTMENTS
(AMORTIZED COST
$29,485,082).................. 29,485,082
---------------
TOTAL INVESTMENTS
(IDENTIFIED COST
$453,736,142) (B)........... 89.2% 457,165,135
CASH AND OTHER ASSETS IN
EXCESS OF LIABILITIES....... 10.8 55,093,249
----- ------------
NET ASSETS.................. 100.0% $512,258,384
----- ------------
----- ------------
<FN>
- ---------------------
ADR American Depository Receipt.
GDR Global Depository Receipt.
GDS Global Depository Share.
K In thousands.
M In millions.
* Non-income producing security.
** Resale is restricted to qualified institutional investors.
*** Partially paid shares. Resale is restricted to qualified institutional
investors.
(a) U.S. Government agencies were purchased on a discount basis. The interest
rates shown have been adjusted to reflect a money market equivalent yield.
(b) The aggregate cost for federal income tax purposes is $459,710,268; the
aggregate gross unrealized appreciation is $42,827,792 and the aggregate
gross unrealized depreciation is $45,372,925, resulting in net unrealized
depreciation of $2,545,133.
</TABLE>
FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT MARCH 31, 1995:
<TABLE>
<CAPTION>
CONTRACTS TO IN DELIVERY UNREALIZED
DELIVER EXCHANGE FOR DATE APPRECIATION
- ----------------------------------------------------
<S> <C> <C> <C>
US$234,913 AUD322,240 04/05/95 $1,998
-------
-------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
50
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
SUMMARY OF INVESTMENTS MARCH 31, 1995
<TABLE>
<CAPTION>
PERCENT OF
INDUSTRY VALUE NET ASSETS
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
Advertising.......................................................................... $ 438,000 0.1%
Aerospace............................................................................ 592,625 0.1
Aluminum............................................................................. 1,331,250 0.3
Appliances & Household Durables...................................................... 1,861,125 0.4
Automotive........................................................................... 13,793,442 2.8
Banking.............................................................................. 28,327,772 5.6
Banks - Commercial................................................................... 426,070 0.1
Beverages - Alcoholic................................................................ 264,548 0.1
Biotechnology........................................................................ 164,170 0.0
Brewers.............................................................................. 267,143 0.1
Building & Construction.............................................................. 22,859,212 4.5
Building Materials................................................................... 1,080,486 0.2
Business Services.................................................................... 5,336,144 1.0
Cable/Cellular....................................................................... 432,250 0.1
Chemicals............................................................................ 8,219,936 1.6
Commercial Services.................................................................. 218,354 0.0
Communications Equipment............................................................. 1,394,966 0.3
Computer Services.................................................................... 4,256,571 0.8
Computer Software.................................................................... 4,176,125 0.8
Conglomerates........................................................................ 5,182,441 1.0
Consumer Services.................................................................... 2,013,746 0.4
Construction Plant & Equipment....................................................... 259,541 0.1
Drugs................................................................................ 4,940,375 1.0
Electronic & Electrical Equipment.................................................... 22,469,098 4.3
Electronic Components................................................................ 1,785,250 0.3
Electronics - Semiconductors......................................................... 2,349,405 0.5
Engineering & Construction........................................................... 555,613 0.1
Entertainment........................................................................ 797,500 0.2
Financial Services................................................................... 18,492,638 3.6
Food Manufacturer.................................................................... 393,304 0.1
Food Processing...................................................................... 545,519 0.1
Food, Beverage, Tobacco & Household Products......................................... 16,166,552 3.2
Foreign Government Obligations....................................................... 18,197,677 3.6
Forest Products, Paper & Packaging................................................... 16,234,172 3.2
Hand Tools........................................................................... 674,658 0.1
Health & Personal Care............................................................... 4,949,667 1.0
Health Equipment & Services.......................................................... 1,978,250 0.4
Home Entertainment................................................................... 360,000 0.1
Hospital Supply...................................................................... 246,250 0.0
Hotels/Motels........................................................................ 1,511,750 0.3
Household Furnishings & Appliances................................................... 246,706 0.0
Household Products................................................................... 2,474,233 0.5
Industrials.......................................................................... 235,264 0.0
Insurance............................................................................ 9,522,391 1.9
International Trade.................................................................. 3,421,174 0.7
Investment Companies................................................................. 26,110,619 5.1
Leisure.............................................................................. 3,470,823 0.7
Machinery............................................................................ 11,387,550 2.2
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
51
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
SUMMARY OF INVESTMENTS MARCH 31, 1995, CONTINUED
<TABLE>
<CAPTION>
PERCENT OF
INDUSTRY VALUE NET ASSETS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Machinery - Construction & Materials................................................. $ 606,236 0.1%
Machinery - Diversified.............................................................. 2,326,803 0.5
Manufacturing........................................................................ 17,375,153 3.4
Media................................................................................ 4,174,125 0.8
Medical Products & Supplies.......................................................... 1,522,500 0.3
Metals & Mining...................................................................... 10,847,552 2.1
Miscellaneous........................................................................ 19,962,928 3.9
Multi - Industry..................................................................... 7,613,563 1.5
Natural Gas.......................................................................... 2,068,219 0.3
Oil & Gas Drilling................................................................... 902,755 0.1
Oil & Gas Exploration................................................................ 1,703,613 0.3
Oil & Gas Products................................................................... 505,026 0.1
Oil Related.......................................................................... 10,336,812 1.9
Pharmaceuticals...................................................................... 9,553,345 1.9
Publishing........................................................................... 3,994,128 0.8
Real Estate.......................................................................... 6,934,439 1.4
Restaurants.......................................................................... 1,033,125 0.2
Retail............................................................................... 1,585,988 0.3
Retail Stores........................................................................ 5,794,342 1.1
Shipbuilding......................................................................... 1,341,126 0.2
Steel................................................................................ 847,824 0.2
Supermarkets......................................................................... 225,750 0.0
Telecommunications................................................................... 21,255,431 4.1
Textiles............................................................................. 3,970,222 0.8
Tire & Rubber Goods.................................................................. 1,127,629 0.2
Transportation....................................................................... 8,206,725 1.6
U.S. Government Agencies............................................................. 29,485,082 5.7
Utilities............................................................................ 9,452,339 1.8
------------------ ---
$ 457,165,135 89.2%
------------------ ---
------------------ ---
</TABLE>
<TABLE>
<CAPTION>
PERCENT OF
TYPE OF INVESTMENT VALUE NET ASSETS
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
Common Stocks........................................................................ $ 395,799,288 77.3%
Convertible Bonds.................................................................... 7,943,334 1.6
Foreign Government Obligations....................................................... 18,197,677 3.6
Preferred Stocks..................................................................... 4,964,836 0.9
Rights............................................................................... 30,341 0.0
Short-Term Investments............................................................... 29,485,082 5.7
Warrants............................................................................. 744,577 0.1
------------------ ---
$ 457,165,135 89.2%
------------------ ---
------------------ ---
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
52
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1995
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value
(identified cost $453,736,142)............................ $457,165,135
Cash (including $28,011,396 in foreign currency)............ 51,430,732
Receivable for:
Investments sold........................................ 5,035,993
Interest................................................ 1,124,164
Shares of beneficial interest sold...................... 1,123,169
Dividends............................................... 1,028,377
Foreign withholding taxes reclaimed..................... 421,248
Prepaid expenses and other assets........................... 11,550
------------
TOTAL ASSETS........................................... 517,340,368
------------
LIABILITIES:
Payable for:
Investments purchased................................... 3,160,473
Shares of beneficial interest repurchased............... 522,632
Plan of distribution fee................................ 432,882
Investment management fee............................... 432,470
Accrued expenses............................................ 533,527
------------
TOTAL LIABILITIES...................................... 5,081,984
------------
NET ASSETS:
Paid-in-capital............................................. 529,300,531
Net unrealized appreciation................................. 4,182,833
Distributions in excess of net investment income............ (5,220,531)
Distributions in excess of net realized gains............... (16,004,449)
------------
NET ASSETS............................................. $512,258,384
------------
------------
NET ASSET VALUE PER SHARE,
32,602,082 SHARES OUTSTANDING (UNLIMITED SHARES AUTHORIZED
OF $.01 PAR VALUE)........................................
$15.71
------------
------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
53
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
FINANCIAL STATEMENTS, CONTINUED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1995
<TABLE>
<S> <C>
NET INVESTMENT INCOME:
INCOME
Dividends (net of $664,187 foreign withholding tax)......... $ 6,483,265
Interest (net of $10,098 foreign withholding tax)........... 5,263,089
------------
TOTAL INCOME........................................... 11,746,354
------------
EXPENSES
Plan of distribution fee.................................... 5,619,558
Investment management fee................................... 5,588,682
Custodian fees.............................................. 1,000,844
Transfer agent fees and expenses............................ 908,753
Professional fees........................................... 144,887
Shareholder reports and notices............................. 116,326
Registration fees........................................... 91,283
Trustees' fees and expenses................................. 32,096
Other....................................................... 19,369
------------
TOTAL EXPENSES......................................... 13,521,798
------------
NET INVESTMENT LOSS.................................... (1,775,444)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized loss on:
Investments............................................. (1,670,775)
Foreign exchange transactions........................... (6,836,667)
------------
TOTAL LOSS............................................. (8,507,442)
------------
Net change in unrealized appreciation on:
Investments............................................. (55,350,289)
Translation of foreign exchange forward contracts, other
assets and liabilities denominated in foreign
currencies............................................ 718,634
------------
TOTAL DEPRECIATION..................................... (54,631,655)
------------
NET LOSS............................................... (63,139,097)
------------
NET DECREASE................................................ $(64,914,541)
------------
------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
54
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
FINANCIAL STATEMENTS, CONTINUED
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
FOR THE YEAR
ENDED FOR THE YEAR
MARCH ENDED
31,1995 MARCH 31, 1994
- -------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment loss......................................... $ (1,775,444) $ (1,868,204)
Net realized gain (loss).................................... (8,507,442) 26,624,302
Net change in unrealized appreciation....................... (54,631,655) 32,397,468
------------ --------------
NET INCREASE (DECREASE)................................ (64,914,541) 57,153,566
------------ --------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
In excess of net investment income.......................... (505,002) --
From net realized gain...................................... (12,955,871) (12,859,992)
In excess of net realized gain.............................. (7,793,881) --
------------ --------------
TOTAL.................................................. (21,254,754) (12,859,992)
------------ --------------
Net increase from transactions in shares of beneficial
interest.................................................... 104,859,190 231,516,010
------------ --------------
TOTAL INCREASE......................................... 18,689,895 275,809,584
NET ASSETS:
Beginning of period......................................... 493,568,489 217,758,905
------------ --------------
END OF PERIOD
(INCLUDING DISTRIBUTIONS IN EXCESS OF NET INVESTMENT
INCOME OF $5,220,531 AND $4,872,130, RESPECTIVELY)...... $512,258,384 $ 493,568,489
------------ --------------
------------ --------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
55
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS MARCH 31, 1995
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. The Fund was organized as a
Massachusetts business trust on July 7, 1983 and commenced operations on October
31, 1983.
The following is a summary of significant accounting policies:
A._VALUATION OF INVESTMENTS_--_(1) an equity security listed or traded on the
New York, 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 available bid price prior to the time of valuation; (3) when market
quotations are not readily available, including circumstances under which it is
determined by the Investment Manager that sale and bid prices are not reflective
of a security's market value, portfolio securities are valued at their fair
value as determined in good faith under procedures established by and under the
general supervision of the 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 having a maturity date of more than sixty days at time of purchase
are valued on a mark-to-market basis until sixty days prior to maturity and
thereafter at amortized cost based on their value on the 61st day. Short-term
debt securities having a maturity date of sixty days or less at the time of
purchase are valued at amortized cost.
B._ACCOUNTING FOR INVESTMENTS_--_Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). Realized gains and
losses on security transactions are determined by the identified cost method.
Discounts on securities purchased are amortized over the life of the respective
securities. Dividend income is recorded on the ex-dividend date except with
respect to certain dividends on foreign securities which are recorded as soon as
the Trust is informed after the ex-dividend date. Interest income is accrued
daily and includes amortization of discounts on certain short-term securities.
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
56
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS MARCH 31, 1995, CONTINUED
and forward contracts are translated at the exchange rates prevailing at the end
of the period; and (2) purchases, sales, income and expenses are translated at
the exchange rates 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 foreign exchange gains/losses
included in realized and unrealized gain/loss 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.
D._FORWARD FOREIGN CURRENCY CONTRACTS_--_The Fund may enter into forward foreign
currency contracts which are valued daily at the appropriate exchange rates. The
resultant unrealized exchange gains and losses are included in the Statement of
Operations as unrealized gain/loss on foreign exchange transactions. 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 ex-dividend 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 reclassification. 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.
57
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS MARCH 31, 1995, CONTINUED
2._INVESTMENT MANAGEMENT AND ADVISORY AGREEMENTS _
Pursuant to an Investment Management Agreement with Dean Witter InterCapital
Inc. (the "Investment Manager" and "InterCapital") 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"), the
Fund pays InterCapital and each adviser 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 0.55%, 0.225% and 0.225%, through April 30, 1994
respectively, of the average daily net assets of the Fund determined as of the
close of each business day. Effective May 1, 1994, the Agreement was amended to
reduce the annual fee paid to InterCapital, DICAM and NWIM to an annual rate of
0.5225%, 0.21375% and 0.21375%, respectively, of the Fund's average daily net
assets exceeding $500 million.
Under their respective agreements, InterCapital and each adviser pays the
salaries and expenses of all personnel and all expenses incurred in connection
with the services rendered by InterCapital and each adviser. In addition,
InterCapital maintains certain of the Fund's books and records and furnishes, at
its own expense, office space, facilities, equipment, clerical, bookkeeping and
certain legal services as the Fund may reasonably require in the conduct of its
business and 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 an annual rate of 1.0% of the lesser of: (a) the average
daily aggregate gross sales of the Fund's shares since the Fund's inception (not
including reinvestment of dividends or capital gain 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 provided and 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. ("DWR"), an affiliate of the
Investment Manager and Distributor, and other employees or selected dealers who
engage in or support
58
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS MARCH 31, 1995, CONTINUED
distribution of the Fund's 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 be
compensated under the Plan for its opportunity costs in advancing such amounts,
which compensation would be in the form of a carrying charge on any unreimbursed
expenses incurred by the Distributor.
Provided that the Plan continues in effect, any cumulative expenses incurred but
not yet recovered by the Distributor, 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, 1995, it
received approximately $755,000 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 proceeds from sales of portfolio securities, excluding
short-term investments, for the year ended March 31, 1995 aggregated
$399,804,791 and $321,192,981, respectively.
For the year ended March 31, 1995, the Fund incurred brokerage commissions of
$89,120 and $2,667 with DWR and affiliates of DICAM, respectively, for portfolio
transactions executed on behalf of the Fund. At March 31, 1995, the Fund's
receivable for investments sold and payable for investments purchased included
unsettled trades with DWR of $622,279 and $191,600, respectively.
Dean Witter Trust Company, an affiliate of the Investment Manager and
Distributor, is the Fund's transfer agent. At March 31, 1995, the Fund had
transfer agent fees and expenses payable of approximately $88,000.
The Fund established an unfunded noncontributory defined benefit pension plan
covering all independent Trustees of the Fund who will have served as
independent Trustees 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, 1995
included in Trustees' fees and expenses in the Statement of Operations amounted
to $11,353. At March 31, 1995, the Fund had an accrued pension liability of
$51,087 which is included in accrued expenses in the Statement of Assets and
Liabilities.
59
<PAGE>
DEAN WITTER WORLD WIDE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS MARCH 31, 1995, CONTINUED
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, 1995 MARCH 31, 1994
---------------------------- --------------------------
SHARES AMOUNT SHARES AMOUNT
----------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Sold............................................................. 12,071,397 $ 218,983,098 16,055,873 $296,295,635
Reinvestment of dividends and distributions...................... 1,205,947 20,079,027 655,157 12,100,745
----------- -------------- ----------- ------------
13,277,344 239,062,125 16,711,030 308,396,380
Repurchased...................................................... (7,792,735) (134,202,935) (4,390,033) (76,880,370)
----------- -------------- ----------- ------------
Net increase..................................................... 5,484,609 $ 104,859,190 12,320,997 $231,516,010
----------- -------------- ----------- ------------
----------- -------------- ----------- ------------
</TABLE>
6._FEDERAL INCOME TAX STATUS _
Capital and foreign currency losses incurred after October 31 ("post-October
losses") within the taxable year are deemed to arise on the first business day
of the Fund's next taxable year. The Fund incurred and will elect to defer net
capital and foreign currency losses of approximately $9,265,000 and $6,625,000,
respectively during fiscal 1995.
As of March 31, 1995, the Fund had temporary book/tax differences primarily
attributable to post-October loss deferrals, income from the mark-to-market of
passive foreign investment companies and its pro-rata share of income and gains
from qualified electing funds. The Fund had permanent book/ tax differences
primarily attributable to a net operating loss and foreign currency losses. To
reflect reclassifications arising from permanent book/tax differences for the
year ended March 31, 1995, paid-in-capital was charged $2,228,919, distributions
in excess of net realized gains was credited $296,874 and distributions in
excess of net investment income was credited $1,932,045.
7._PURPOSES OF AND RISKS RELATING TO CERTAIN FINANCIAL INSTRUMENTS _
The Fund may enter into forward foreign currency contracts ("forward contracts")
to facilitate settlement of foreign currency denominated portfolio transactions
or to manage foreign currency exposure associated with foreign currency
denominated securities.
At March 31, 1995, there were no outstanding forward contracts other than those
used to facilitate settlement of foreign currency denominated portfolio
transactions.
Forward contracts involve elements of market risk in excess of the amounts
reflected in the Statement of Assets and Liabilities. The Fund bears the risk of
an unfavorable change in the foreign exchange rates underlying the forward
contracts. Risks may also arise upon entering into these contracts from the
potential inability of the counterparties to meet the terms of their contracts.
At March 31, 1995, the Fund's cash balance consisted principally of interest
bearing deposits with Chase Manhattan Bank N.A., the Fund's custodian.
60
<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
----------------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE
OPERATING PERFORMANCE:
Net asset value,
beginning of
period.......... $ 18.20 $ 14.72 $ 14.65 $ 14.57 $ 14.84 $ 14.98 $ 14.93 $ 17.36 $ 15.45 $ 10.30
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Net investment
income (loss)... (0.02) (0.05) -- -- 0.23 0.11 0.08 0.04 0.11 0.10
Net realized and
unrealized gain
(loss).......... (1.83) 4.24 0.39 1.05 0.18 0.82 1.24 (0.07) 3.88 5.30
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Total from
investment
operations...... (1.85) 4.19 0.39 1.05 0.41 0.93 1.32 (0.03) 3.99 5.40
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Less dividends
and
distributions:
From net
investment
income........ -- -- -- (0.05) (0.23) (0.11) (0.08) (0.15) (0.10) (0.25)
In excess of
net investment
income........ (0.02) -- -- -- -- -- -- -- -- --
From net
realized
gain.......... (0.39) (0.71) (0.32) (0.92) (0.45) (0.96) (1.19) (2.25) (1.98) --
In excess of
net realized
gain.......... (0.23) -- -- -- -- -- -- -- -- --
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Total dividends
and
distributions... (0.64) (0.71) (0.32) (0.97) (0.68) (1.07) (1.27) (2.40) (2.08) (0.25)
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Net asset value,
end of period... $ 15.71 $ 18.20 $ 14.72 $ 14.65 $ 14.57 $ 14.84 $ 14.98 $ 14.93 $ 17.36 $ 15.45
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
---------- --------- --------- ---------- --------- --------- ---------- --------- --------- ----------
TOTAL INVESTMENT
RETURN+.......... (10.37)% 28.40% 2.69% 7.33% 2.80% 6.09% 9.31% 0.39% 28.22% 53.76%
RATIOS TO AVERAGE
NET ASSETS:
Expenses......... 2.41% 2.40% 2.42% 2.27% 2.29% 2.21% 2.18% 2.13% 2.10% 2.35%*
Net investment
income (loss)... (0.32)% (0.61)% 0.06% 0.03% 1.53% 0.70% 0.50% 0.23% 0.86% 1.21%
SUPPLEMENTAL DATA:
Net assets, end
of period, in
thousands....... $512,258 $493,568 $217,759 $262,852 $278,676 $306,448 $311,803 $368,026 $469,501 $226,621
Portfolio
turnover rate... 67% 68% 139% 89% 68% 75% 67% 70% 65% 69%
<FN>
- ---------------------
+ Does not reflect the deduction of sales charge.
* Net of expense reimbursement.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
61
<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, 1995, 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, 1995 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 LLP
1177 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
MAY 12, 1995
- --------------------------------------------------------------------------------
1995 FEDERAL TAX NOTICE (UNAUDITED)
During the year ended March 31, 1995, the Fund paid to
shareholders $0.4875 per share from long-term capital gains. For
such period, 3.70% of the ordinary dividend qualified for the
dividends received deduction available to corporations.
62
<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,
1986, 1987, 1988, 1989, 1990, 1991, 1992, 1993,
1994 and 1995 .................................... 4
(2) Financial statements included in the Statement of
Additional Information (Part B): Page in
SAI
---
Portfolio of Investments at March 31, 1995 ....... 35
Statement of assets and liabilities at
March 31, 1995 ................................... 53
Statement of operations for the year ended March
31, 1995 ........................................ 54
Statement of changes in net assets for the fiscal
years ended March 31, 1994 and March 31, 1995 .... 55
Notes to Financial Statements .................... 56
Financial highlights for the years ended March 31,
1986, 1987, 1988, 1989, 1990, 1991, 1992, 1993,
1994 and 1995 .................................... 61
(3) Financial statements included in Part C:
None
(b) EXHIBITS:
2. - Amended and Restated By-Laws of the Registrant
9. - Form of Services Agreement between Dean Witter
InterCapital Inc. and Dean Witter Services Inc.
11. - Consent of Independent Accountants
<PAGE>
16. - Schedules for Computation of Performance Quotations
27. - Financial Data Schedule
---------------------------
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 17, 1995
-------------- ------------------------
Shares of Beneficial Interest 83,107
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 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
2
<PAGE>
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 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. 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 "Dean Witter Funds" used below refers to the following registered
investment companies:
3
<PAGE>
CLOSED-END INVESTMENT COMPANIES
(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 Quality Municipal Securities
(23) InterCapital Insured California Municipal Securities
(24) InterCapital Insured Municipal Securities
OPEN-END INVESTMENT COMPANIES:
(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
4
<PAGE>
(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) 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
(46) Dean Witter National Municipal Trust
(47) Dean Witter International SmallCap Fund
(48) Dean Witter Mid-Cap Growth Fund
(49) Dean Witter Select Dimensions Investment Series
(50) Dean Witter Global Asset Allocation Fund
(51) Dean Witter Balanced Growth Fund
(52) Dean Witter Balanced Income Fund
(53) Dean Witter Hawaii Municipal Trust
The term "TCW/DW Funds" refers to the following registered investment companies:
OPEN-END INVESTMENT COMPANIES
(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 Global Convertible Trust
(9) TCW/DW Total Return Trust
CLOSED-END INVESTMENT COMPANIES
(1) TCW/DW Term Trust 2000
(2) TCW/DW Term Trust 2002
(3) TCW/DW Term Trust 2003
(4) TCW/DW Emerging Markets Opportunities Trust
5
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Charles A. Fiumefreddo Executive Vice President and Director of Dean
Chairman, Chief Witter Reynolds Inc. ("DWR"); Chairman, Chief
Executive Officer and Executive Officer and Director of Dean Witter
Director Distributors Inc. ("Distributors") and Dean
Witter Services Company Inc. ("DWSC"); Chairman
and Director of Dean Witter Trust Company
("DWTC"); Chairman, Director or Trustee, President
and Chief Executive Officer of the Dean Witter
Funds and Chairman, Chief Executive Officer and
Trustee of the TCW/DW Funds; Formerly Executive
Vice President and Director of Dean Witter,
Discover & Co. ("DWDC"); Director and/or officer
of various DWDC subsidiaries.
Philip J. Purcell Chairman, Chief Executive Officer and Director of
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. DeMartini Executive Vice President of DWDC; President and
Director Chief Operating Officer of Dean Witter Capital;
Director of DWR, DWSC, Distributors and DWTC;
Trustee of the TCW/DW Funds.
James F. Higgins Executive Vice President of DWDC; President and
Director Chief Operating Officer of Dean Witter Financial;
Director of DWR, DWSC, Distributors and DWTC.
Thomas C. Schneider Executive Vice President and Chief Financial
Executive Vice Officer of DWDC, DWR, DWSC and Distributors;
President, Chief Director of DWR, DWSC and Distributors.
Financial Officer and
Director
Christine A. Edwards Executive Vice President, Secretary and General
Director Counsel of DWDC and DWR; Executive Vice President,
Secretary and Chief Legal Officer of Distributors;
Director of DWR, DWSC and Distributors.
Robert M. Scanlan President and Chief Operating Officer of DWSC,
President and Chief Executive Vice President of Distributors;
Operating Officer Executive Vice President and Director of DWTC;
Vice President of the Dean Witter Funds and the
TCW/DW Funds.
David A. Hughey Executive Vice President and Chief Administrative
Executive Vice Officer of DWSC, Distributors and DWTC; Director
President and Chief of DWTC; Vice President of the Dean Witter Funds
Administrative Officer and the TCW/DW Funds.
6
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Edmund C. Puckhaber Director of DWTC; Vice President of the Dean
Executive Vice Witter Funds.
President
John Van Heuvelen President, Chief Operating Officer and Director
Executive Vice of DWTC.
President
Sheldon Curtis Assistant Secretary of DWR; Senior Vice President,
Senior Vice President, Secretary and General Counsel of DWSC; Senior Vice
General Counsel and President, Assistant General Counsel and Assistant
Secretary Secretary of Distributors; Senior Vice President
and Secretary of DWTC; Vice President, Secretary
and General Counsel of the Dean Witter Funds and
the TCW/DW Funds.
Peter M. Avelar
Senior Vice President Vice President of various Dean Witter Funds.
Mark Bavoso
Senior Vice President Vice President of various Dean Witter Funds.
Thomas H. Connelly
Senior Vice President Vice President of various Dean Witter Funds.
Richard Felegy
Senior Vice President
Edward Gaylor
Senior Vice President Vice President of various Dean Witter Funds.
Rajesh K. Gupta
Senior Vice President Vice President of various Dean Witter Funds.
Kenton J. Hinchcliffe
Senior Vice President Vice President of various Dean Witter Funds.
Kevin Hurley
Senior Vice President Vice President of various Dean Witter Funds.
John B. Kemp, III Director of the Provident Savings Bank, Jersey
Senior Vice President City, New Jersey.
Anita Kolleeny
Senior Vice President Vice President of various Dean Witter Funds.
Jonathan R. Page
Senior Vice President Vice President of various Dean Witter Funds.
7
<PAGE>
Ira Ross
Senior Vice President Vice President of various Dean Witter Funds.
Rochelle G. Siegel
Senior Vice President Vice President of various Dean Witter Funds.
Paul D. Vance
Senior Vice President Vice President of various Dean Witter Funds.
Elizabeth A. Vetell
Senior Vice President
James F. Willison
Senior Vice President Vice President of various Dean Witter Funds.
Ronald J. Worobel
Senior Vice President Vice President of various Dean Witter Funds.
Thomas F. Caloia First Vice President and Assistant Treasurer of
First Vice President DWSC, Assistant Treasurer of Distributors;
and Assistant Treasurer of the Dean Witter Funds and the TCW/DW
Treasurer Funds.
Marilyn K. Cranney Assistant Secretary of DWR; First Vice President
First Vice President and Assistant Secretary of DWSC; Assistant
and Assistant Secretary Secretary of the Dean Witter Funds and the TCW/DW
Funds; Assistant Secretary of DWR.
Barry Fink First Vice President and Assistant Secretary of
First Vice President DWSC; Assistant Secretary of the Dean Witter
and Assistant Secretary Funds and the TCW/DW Funds.
Michael Interrante First Vice President and Controller of DWSC;
First Vice President Assistant Treasurer of Distributors;First Vice
and Controller President and Treasurer of DWTC.
Robert Zimmerman
First Vice President
Joan Allman
Vice President
Joseph Arcieri
Vice President Vice President of various Dean Witter Funds.
Stephen Brophy
Vice President
Terence P. Brennan, II
Vice President
8
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Douglas Brown
Vice President
Thomas Chronert
Vice President
Rosalie Clough
Vice President
Patricia A. Cuddy
Vice President Vice President of various Dean Witter Funds.
B. Catherine Connelly
Vice President
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
Jeffrey D. Geffen
Vice President
Deborah Genovese
Vice President
Peter W. Gurman
Vice President
Russell Harper
Vice President
John Hechtlinger
Vice President
Peter Hermann
Vice President Vice President of Dean Witter Mid-Cap Growth Fund.
David Hoffman
Vice President
David Johnson
Vice President
9
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Christopher Jones
Vice President
Stanley Kapica
Vice President
Michael Knox Vice President of Dean Witter Convertible
Vice President Securities Trust.
Konrad J. Krill
Vice President Vice President of various Dean Witter Funds.
Paul LaCosta
Vice President Vice President of various Dean Witter Funds.
Lawrence S. Lafer Vice President and Assistant Secretary of DWSC;
Vice President and Assistant Secretary of the Dean Witter Funds and
Assistant Secretary the TCW/DW Funds.
Thomas Lawlor
Vice President
Gerard Lian
Vice President Vice President of various Dean Witter Funds.
Lou Anne D. McInnis Vice President and Assistant Secretary of DWSC;
Vice President and Assistant Secretary of the Dean Witter Funds and
Assistant Secretary the TCW/DW Funds.
Sharon K. Milligan
Vice President
Julie Morrone
Vice President
David Myers
Vice President
James Nash
Vice President
Richard Norris
Vice President
Hugh Rose
Vice President
Ruth Rossi Vice President and Assistant Secretary of DWSC;
Vice President and Assistant Secretary of the Dean Witter Funds and
Assistant Secretary the TCW/DW Funds.
10
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Carl F. Sadler
Vice President
Rafael Scolari
Vice President Vice President of Prime Income Trust
Jayne M. Stevelingson
Vice President Vice President of various Dean Witter Funds.
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.
Marianne Zalys
Vice President
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 Mid-Cap Growth Fund
(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
11
<PAGE>
(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 Federal Securities 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 Premium Income Trust
(43) Dean Witter Value-Added Market Series
(44) Dean Witter Global Utilities Fund
(45) Dean Witter High Income Securities
(46) Dean Witter National Municipal Trust
(47) Dean Witter International SmallCap Fund
(48) Dean Witter Global Asset Allocation Fund
(49) Dean Witter Balanced Income Fund
(50) Dean Witter Balanced Growth Fund
(51) Dean Witter Hawaii 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 Global Convertible Trust
(9) TCW/DW Total Return 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.
12
<PAGE>
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.
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.
13
<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 25th day of May, 1995.
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. 12 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,
Trustee and Chairman
By /s/ Charles A. Fiumefreddo 05/25/95
----------------------------
Charles A. Fiumefreddo
(2) Principal Financial Officer Treasurer and Principal
Accounting Officer
By /s/ Thomas F. Caloia 05/25/95
----------------------------
Thomas F. Caloia
(3) Majority of the Trustees
Charles A. Fiumefreddo (Chairman)
Philip J. Purcell
By /s/ Sheldon Curtis 05/25/95
----------------------------
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
By /s/ David M. Butowsky 05/25/95
----------------------------
David M. Butowsky
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
2. - Amended and Restated By-Laws of the Registrant
9. - Form of Services Agreement between Dean Witter
InterCapital Inc. and Dean Witter Services Inc.
11. - Consent of Independent Accountants
16. - Schedules for Computation of Performance Quotations
27. - Financial Data Schedule
--------------------------------
All other exhibits previously filed and incorporate by
reference.
<PAGE>
BY-LAWS
OF
DEAN WITTER WORLD WIDE INVESTMENT TRUST
(AMENDED AND RESTATED AS OF JANUARY 25, 1995)
ARTICLE I
DEFINITIONS
The terms "COMMISSION", "DECLARATION", "DISTRIBUTOR", "INVESTMENT
ADVISER", "MAJORITY SHAREHOLDER VOTE", "1940 ACT", "SHAREHOLDER", "SHARES",
"TRANSFER AGENT", "TRUST", "TRUST PROPERTY", and "TRUSTEES" have the
respective meanings given them in the Declaration of Trust of Dean Witter
World Wide Investment Trust dated July 7, 1983, as amended from time to time.
ARTICLE II
OFFICES
SECTION 2.1. PRINCIPAL OFFICE. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be
in the City of Boston, County of Suffolk.
SECTION 2.2. OTHER OFFICES. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
City of New York, State of New York, and at such other places within and
without the Commonwealth as the Trustees may from time to time designate or
the business of the Trust may require.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 3.1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at
such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees.
SECTION 3.2. MEETINGS. Meetings of Shareholders of the Trust shall be held
whenever called by the Trustees or the President of the Trust and whenever
election of a Trustee or Trustees by Shareholders is required by the
provisions of Section 16(a) of the 1940 Act, for that purpose. Meetings of
Shareholders shall also be called by the Secretary upon the written request
of the holders of Shares entitled to vote not less than twenty-five percent
(25%) of all the votes entitled to be cast at such meeting. Such request
shall state the purpose or purposes of such meeting and the matters proposed
to be acted on thereat. The Secretary shall inform such Shareholders of the
reasonable estimated cost of preparing and mailing such notice of the
meeting, and upon payment to the Trust of such costs, the Secretary shall
give notice stating the purpose or purposes of the meeting to all entitled to
vote at such meeting. No meeting need be called upon the request of the
holders of Shares entitled to cast less than a majority of all votes entitled
to be cast at such meeting, to consider any matter which is substantially the
same as a matter voted upon at any meeting of Shareholders held during the
preceding twelve months.
SECTION 3.3. NOTICE OF MEETINGS. Written or printed notice of every
Shareholders' meeting stating the place, date, and purpose or purposes
thereof, shall be given by the Secretary not less than ten (10) nor more than
ninety (90) days before such meeting to each Shareholder entitled to vote at
such meeting. Such notice shall be deemed to be given when deposited in the
United States mail, postage prepaid, directed to the Shareholder at his
address as it appears on the records of the Trust.
SECTION 3.4. Quorum and Adjournment of Meetings. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all meetings of
Shareholders the holders of a majority of the Shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy,
shall be requisite and shall constitute a quorum for the transaction of
business. In the absence of a quorum, the
<PAGE>
Shareholders present or represented by proxy and entitled to vote thereat
shall have power to adjourn the meeting from time to time. Any adjourned
meeting may be held as adjourned without further notice. At any adjourned
meeting at which a quorum shall be present, any business may be transacted as
if the meeting had been held as originally called.
SECTION 3.5. VOTING RIGHTS, PROXIES. At each meeting of Shareholders, each
holder of record of Shares entitled to vote thereat shall be entitled to one
vote in person or by proxy, executed in writing by the Shareholder or his
duly authorized attorney-in-fact, for each Share of beneficial interest of
the Trust and for the fractional portion of one vote for each fractional
Share entitled to vote so registered in his name on the records of the Trust
on the date fixed as the record date for the determination of Shareholders
entitled to vote at such meeting. No proxy shall be valid after eleven months
from its date, unless otherwise provided in the proxy. At all meetings of
Shareholders, unless the voting is conducted by inspectors, all questions
relating to the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman of the
meeting. Pursuant to a resolution of a majority of the Trustees, proxies may
be solicited in the name of one or more Trustees or Officers of the Trust.
SECTION 3.6. VOTE REQUIRED. Except as otherwise provided by law, by the
Declaration of Trust, or by these By-Laws, at each meeting of Shareholders at
which a quorum is present, all matters shall be decided by Majority
Shareholder Vote.
SECTION 3.7. INSPECTORS OF ELECTION. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the
request of any Shareholder or his proxy shall, appoint Inspectors of Election
of the meeting. In case any person appointed as Inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Trustees in advance of the convening of the meeting or at the meeting by the
person acting as chairman. The Inspectors of Election shall determine the
number of Shares outstanding, the Shares represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies,
shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with the right to
vote, shall count and tabulate all votes or consents, determine the results,
and do such other acts as may be proper to conduct the election or vote with
fairness to all Shareholders. On request of the chairman of the meeting, or
of any Shareholder or his proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them
and shall execute a certificate of any facts found by them.
SECTION 3.8. INSPECTION OF BOOKS AND RECORDS. Shareholders shall have such
rights and procedures of inspection of the books and records of the Trust as
are granted to Shareholders under Section 32 of the Corporations and
Associations Law of the State of Maryland.
SECTION 3.9. ACTION BY SHAREHOLDERS WITHOUT MEETING. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to
be taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such consents are filed with the records of the Trust.
Such consent shall be treated for all purposes as a vote taken at a meeting
of Shareholders.
ARTICLE IV
TRUSTEES
SECTION 4.1. MEETINGS OF THE TRUSTEES. The Trustees may in their
discretion provide for regular or special meetings of the Trustees. Regular
meetings of the Trustees may be held at such time and place as shall be
determined from time to time by the Trustees without further notice. Special
meetings of the Trustees may be called at any time by the President and shall
be called by the President or the Secretary upon the written request of any
two (2) Trustees.
2
<PAGE>
SECTION 4.2. NOTICE OF SPECIAL MEETINGS. Written notice of special
meetings of the Trustees, stating the place, date and time thereof, shall be
given not less than two (2) days before such meeting to each Trustee,
personally, by telegram, by mail, or by leaving such notice at his place of
residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail, postage prepaid,
directed to the Trustee at his address as it appears on the records of the
Trust. Subject to the provisions of the 1940 Act, notice or waiver of notice
need not specify the purpose of any special meeting.
SECTION 4.3. TELEPHONE MEETINGS. Subject to the provisions of the 1940
Act, any Trustee, or any member or members of any committee designated by the
Trustees, may participate in a meeting of the Trustees, or any such
committee, as the case may be, by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
SECTION 4.4. QUORUM, VOTING AND ADJOURNMENT OF MEETINGS. At all meetings
of the Trustees, a majority of the Trustees shall be requisite to and shall
constitute a quorum for the transaction of business. If a quorum is present,
the affirmative vote of a majority of the Trustees present shall be the act
of the Trustees, unless the concurrence of a greater proportion is expressly
required for such action by law, the Declaration or these By-Laws. If at any
meeting of the Trustees there be less than a quorum present, the Trustees
present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall have been
obtained.
SECTION 4.5. ACTION BY TRUSTEES WITHOUT MEETING. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at
any meeting of the Trustees may be taken without a meeting if a consent in
writing setting forth the action shall be signed by all of the Trustees
entitled to vote upon the action and such written consent is filed with the
minutes of proceedings of the Trustees.
SECTION 4.6. EXPENSES AND FEES. Each Trustee may be allowed expenses, if
any, for attendance at each regular or special meeting of the Trustees, and
each Trustee who is not an officer or employee of the Trust or of its
investment manager or underwriter or of any corporate affiliate of any of
said persons shall receive for services rendered as a Trustee of the Trust
such compensation as may be fixed by the Trustees. Nothing herein contained
shall be construed to preclude any Trustee from serving the Trust in any
other capacity and receiving compensation therefor.
SECTION 4.7. EXECUTION OF INSTRUMENTS AND DOCUMENTS AND SIGNING OF CHECKS
AND OTHER OBLIGATIONS AND TRANSFERS. All instruments, documents and other
papers shall be executed in the name and on behalf of the Trust and all
checks, notes, drafts and other obligations for the payment of money by the
Trust shall be signed, and all transfer of securities standing in the name of
the Trust shall be executed, by the Chairman, the President, any Vice
President or the Treasurer or by any one or more officers or agents of the
Trust as shall be designated for that purpose by vote of the Trustees;
notwithstanding the above, nothing in this Section 4.7 shall be deemed to
preclude the electronic authorization, by designated persons, of the Trust's
Custodian (as described herein in Section 9.1) to transfer assets of the
Trust, as provided for herein in Section 9.1.
SECTION 4.8. INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND
AGENTS. (a) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by
reason of the fact that he is or was a Trustee, officer, employee, or agent
of the Trust. The indemnification shall be against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Trust, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
3
<PAGE>
(b) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or on behalf of the Trust to obtain a judgment or decree in its
favor by reason of the fact that he is or was a Trustee, officer, employee,
or agent of the Trust. The indemnification shall be against expenses,
including attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Trust; except that no indemnification shall be
made in respect of any claim, issue, or matter as to which the person has
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Trust, except to the extent that the court in which the
action or suit was brought, or a court of equity in the county in which the
Trust has its principal office, determines upon application that, despite the
adjudication of liability but in view of all circumstances of the case, the
person is fairly and reasonably entitled to indemnity for those expenses
which the court shall deem proper, provided such Trustee, officer, employee
or agent is not adjudged to be liable by reason of his willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
(c) To the extent that a Trustee, officer, employee, or agent of the Trust
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsection (a) or (b) or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection therewith.
(d) (1) Unless a court orders otherwise, any indemnification under
subsections (a) or (b) of this section may be made by the Trust only as
authorized in the specific case after a determination that indemnification of
the Trustee, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) or (b).
(2) The determination shall be made:
(i) By the Trustees, by a majority vote of a quorum which consists
of Trustees who were not parties to the action, suit or proceeding; or
(ii) If the required quorum is not obtainable, or if a quorum of
disinterested Trustees so directs, by independent legal counsel in a
written opinion; or
(iii) By the Shareholders.
(3) Notwithstanding any provision of this Section 4.8, no person
shall be entitled to indemnification for any liability, whether or not
there is an adjudication of liability, arising by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties
as described in Section 17(h) and (i) of the Investment Company Act of
1940 ("disabling conduct"). A person shall be deemed not liable by reason
of disabling conduct if, either:
(i) a final decision on the merits is made by a court or other body
before whom the proceeding was brought that the person to be indemnified
("indemnitee") was not liable by reason of disabling conduct; or
(ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnitee was not liable by
reason of disabling conduct, is made by either--
(A) a majority of a quorum of Trustees who are neither
"interested persons" of the Trust, as defined in Section 2(a)(19) of
the Investment Company Act of 1940, nor parties to the action, suit
or proceeding, or
(B) an independent legal counsel in a written opinion.
(e) Expenses, including attorneys' fees, incurred by a Trustee, officer,
employee or agent of the Trust in defending a civil or criminal action, suit
or proceeding may be paid by the Trust in advance of the final disposition
thereof if:
(1) authorized in the specific case by the Trustees; and
(2) the Trust receives an undertaking by or on behalf of the
Trustee, officer, employee or agent of the Trust to repay the advance if
it is not ultimately determined that such person is entitled to be
indemnified by the Trust; and
4
<PAGE>
(3) either, (i) such person provides a security for his
undertaking, or
(ii) the Trust is insured against losses by reason of any lawful
advances, or
(iii) a determination, based on a review of readily available
facts, that there is reason to believe that such person ultimately
will be found entitled to indemnification, is made by either--
(A) a majority of a quorum which consists of Trustees who are
neither "interested persons" of the Trust, as defined in Section
2(a)(19) of the 1940 Act, nor parties to the action, suit or
proceeding, or
(B) an independent legal counsel in a written opinion.
(f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which a person may be entitled under any
by-law, agreement, vote of Shareholders or disinterested Trustees or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding the office, and shall continue as to a person
who has ceased to be a Trustee, officer, employee, or agent and inure to the
benefit of the heirs, executors and administrators of such person; provided
that no person may satisfy any right of indemnity or reimbursement granted
herein or to which he may be otherwise entitled except out of the property of
the Trust, and no Shareholder shall be personally liable with respect to any
claim for indemnity or reimbursement or otherwise.
(g) The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee, or agent of the Trust, against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such. However, in no event will the Trust
purchase insurance to indemnify any officer or Trustee against liability for
any act for which the Trust itself is not permitted to indemnify him.
(h) Nothing contained in this Section shall be construed to protect any
Trustee or officer of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
ARTICLE V
COMMITTEES
SECTION 5.1. EXECUTIVE AND OTHER COMMITTEES. The Trustees, by resolution
adopted by a majority of the Trustees, may designate an Executive Committee
and/or committees, each committee to consist of two (2) or more of the
Trustees of the Trust and may delegate to such committees, in the intervals
between meetings of the Trustees, any or all of the powers of the Trustees in
the management of the business and affairs of the Trust. In the absence of
any member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a Trustee to act in
place of such absent member. Each such committee shall keep a record of its
proceedings.
The Executive Committee and any other committee shall fix its own rules or
procedure, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.
All actions of the Executive Committee shall be reported to the Trustees
at the meeting thereof next succeeding to the taking of such action.
SECTION 5.2. ADVISORY COMMITTEE. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in
any other capacity and which shall have advisory functions with respect to
the investments of the Trust but which shall have no power to determine that
any security or other investment shall be purchased, sold or otherwise
disposed of by the Trust. The number of persons constituting any such
advisory committee shall be determined from time to time by the Trustees. The
members of any such advisory committee may receive compensation for their
services and may be allowed such fees and expenses for the attendance at
meetings as the Trustees may from time to time determine to be appropriate.
5
<PAGE>
SECTION 5.3. COMMITTEE ACTION WITHOUT MEETING. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at
any meeting of any Committee of the Trustees appointed pursuant to Section
5.1 of these By-Laws may be taken without a meeting if a consent in writing
setting forth the action shall be signed by all members of the Committee
entitled to vote upon the action and such written consent is filed with the
records of the proceedings of the Committee.
ARTICLE VI
OFFICERS
SECTION 6.1. EXECUTIVE OFFICERS. The executive officers of the Trust shall
be a Chairman, a President, one or more Vice Presidents, a Secretary and a
Treasurer. The President shall be selected from among the Trustees but none
of the other executive officers need be a Trustee. Two or more offices,
except those of President and any Vice President, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity. The executive officers of the Trust shall be elected
annually by the Trustees and each executive officer so elected shall hold
office until his successor is elected and has qualified.
SECTION 6.2. OTHER OFFICERS AND AGENTS. The Trustees may also elect one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers and may elect, or may delegate to the President the power to
appoint, such other officers and agents as the Trustees shall at any time or
from time to time deem advisable.
SECTION 6.3. TERM AND REMOVAL AND VACANCIES. Each officer of the Trust
shall hold office until his successor is elected and has qualified. Any
officer or agent of the Trust may be removed by the Trustees whenever, in
their judgment, the best interests of the Trust will be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed.
SECTION 6.4. COMPENSATION OF OFFICERS. The compensation of officers and
agents of the Trust shall be fixed by the Trustees, or by the President to
the extent provided by the Trustees with respect to officers appointed by the
President.
SECTION 6.5. POWER AND DUTIES. All officers and agents of the Trust, as
between themselves and the Trust, shall have such authority and perform such
duties in the management of the Trust as may be provided in or pursuant to
these By-Laws, or to the extent not so provided, as may be prescribed by the
Trustees; provided, that no rights of any third party shall be affected or
impaired by any such By-Law or resolution of the Trustees unless he has
knowledge thereof.
SECTION 6.6. THE CHAIRMAN. (a) The Chairman shall preside at all meetings
of the Shareholders and of the Trustees, he shall be a signatory on all
Annual and Semi-Annual Reports as may be sent to shareholders, and he shall
perform such other duties as the Trustees may from time to time prescribe.
(b) In the absence of the Chairman, the Board shall determine who shall
preside at all meetings of the shareholders and the Board of Trustees.
SECTION 6.7. THE PRESIDENT. (a) The President shall be the chief
executive officer of the Trust; he shall have general and active management
of the business of the Trust, shall see that all orders and resolutions of
the Board of Trustees are carried into effect, and, in connection therewith,
shall be authorized to delegate to one or more Vice Presidents such of his
powers and duties at such times and in such manner as he may deem advisable.
(b) In the absence of the Chairman, the President shall preside at all
meetings of the shareholders and the Board of Trustees; and he shall perform
such other duties as the Board of Trustees may from time to time prescribe.
6
<PAGE>
SECTION 6.8. THE VICE PRESIDENTS. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by
the Trustees. The Vice President, or, if there be more than one, the Vice
Presidents in the order of their seniority as may be determined from time to
time by the Trustees or the President, shall, in the absence or disability of
the President, exercise the powers and perform the duties of the President,
and he or they shall perform such other duties as the Trustees or the
President may from time to time prescribe.
SECTION 6.9. THE ASSISTANT VICE PRESIDENTS. The Assistant Vice President,
or, if there be more than one, the Assistant Vice Presidents, shall perform
such duties and have such powers as may be assigned them from time to time by
the Trustees or the President.
SECTION 6.10. THE SECRETARY. The Secretary shall attend all meetings of
the Trustees and all meetings of the Shareholders and record all the
proceedings of the meetings of the Shareholders and of the Trustees in a book
to be kept for that purpose, and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Trustees, and shall
perform such other duties and have such powers as the Trustees, or the
President, may from time to time prescribe. He shall keep in safe custody the
seal of the Trust and affix or cause the same to be affixed to any instrument
requiring it, and, when so affixed, it shall be attested by his signature or
by the signature of an Assistant Secretary.
SECTION 6.11. THE ASSISTANT SECRETARIES. The Assistant Secretary, or, if
there be more than one, the Assistant Secretaries in the order determined by
the Trustees or the President, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and
shall perform such duties and have such other powers as the Trustees or the
President may from time to time prescribe.
SECTION 6.12. THE TREASURER. The Treasurer shall be the chief financial
officer of the Trust. He shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books belonging to the Trust, and
he shall render to the Trustees and the President, whenever any of them
require it, an account of his transactions as Treasurer and of the financial
condition of the Trust; and he shall perform such other duties as the
Trustees, or the President, may from time to time prescribe.
SECTION 6.13. THE ASSISTANT TREASURERS. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in the order
determined by the Trustees or the President, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers
as the Trustees, or the President, may from time to time prescribe.
SECTION 6.14. DELEGATION OF DUTIES. Whenever an officer is absent or
disabled, or whenever for any reason the Trustees may deem it desirable, the
Trustees may delegate the powers and duties of an officer or officers to any
other officer or officers or to any Trustee or Trustees.
ARTICLE VII
DIVIDENDS AND DISTRIBUTIONS
Subject to any applicable provisions of law and the Declaration, dividends
and distributions upon the Shares may be declared at such intervals as the
Trustees may determine, in cash, in securities or other property, or in
Shares, from any sources permitted by law, all as the Trustees shall from
time to time determine.
Inasmuch as the computation of net income and net profits from the sales
of securities or other properties for federal income tax purposes may vary
from the computation thereof on the records of the Trust, the Trustees shall
have power, in their discretion, to distribute as income dividends and as
capital gain distributions, respectively, amounts sufficient to enable the
Trust to avoid or reduce liability for federal income taxes.
ARTICLE VIII
CERTIFICATES OF SHARES
SECTION 8.1. CERTIFICATES OF SHARES. Certificates for Shares of each
series or class of Shares shall be in such form and of such design as the
Trustees shall approve, subject to the right of the Trustees to
7
<PAGE>
change such form and design at any time or from time to time, and shall be
entered in the records of the Trust as they are issued. Each such certificate
shall bear a distinguishing number; shall exhibit the holder's name and
certify the number of full Shares owned by such holder; shall be signed by or
in the name of the Trust by the President, or a Vice President, and
countersigned by the Secretary or an Assistant Secretary or the Treasurer and
an Assistant Treasurer of the Trust; shall be sealed with the seal; and shall
contain such recitals as may be required by law. Where any certificate is
signed by a Transfer Agent or by a Registrar, the signature of such officers
and the seal may be facsimile, printed or engraved. The Trust may, at its
option, determine not to issue a certificate or certificates to evidence
Shares owned of record by any Shareholder.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Trust, whether because of
death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Trust, such certificate or certificates
shall, nevertheless, be adopted by the Trust and be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall appear therein had not ceased
to be such officer or officers of the Trust.
No certificate shall be issued for any share until such share is fully
paid.
SECTION 8.2. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
Trustees may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Trust alleged to
have been lost, stolen or destroyed, upon satisfactory proof of such loss,
theft, or destruction; and the Trustees may, in their discretion, require the
owner of the lost, stolen or destroyed certificate, or his legal
representative, to give to the Trust and to such Registrar, Transfer Agent
and/or Transfer Clerk as may be authorized or required to countersign such
new certificate or certificates, a bond in such sum and of such type as they
may direct, and with such surety or sureties, as they may direct, as
indemnity against any claim that may be against them or any of them on
account of or in connection with the alleged loss, theft or destruction of
any such certificate.
ARTICLE IX
CUSTODIAN
SECTION 9.1. APPOINTMENT AND DUTIES. The Trust shall at times employ a
bank or trust company having capital, surplus and undivided profits of at
least five million dollars ($5,000,000) as custodian with authority as its
agent, but subject to such restrictions, limitations and other requirements,
if any, as may be contained in these By-Laws and the 1940 Act:
(1) to receive and hold the securities owned by the Trust and deliver
the same upon written or electronically transmitted order;
(2) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct;
(3) to disburse such funds upon orders or vouchers;
all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian. If so directed by a Majority Shareholder Vote,
the custodian shall deliver and pay over all property of the Trust held by it
as specified in such vote.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of
the custodian and upon such terms and conditions as may be agreed upon
between the custodian and such sub-custodian and approved by the Trustees.
SECTION 9.2. CENTRAL CERTIFICATE SYSTEM. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct
the custodian to deposit all or any part of the securities owned by the Trust
in a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or
series of
8
<PAGE>
any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal
only upon the order of the Trust.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
Shareholders, Trustees, or of any committee is required to be given in
accordance with law or under the provisions of the Declaration or these
By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice and filed with the records of the meeting, whether
before or after the holding thereof, or actual attendance at the meeting of
shareholders, Trustees or committee, as the case may be, in person, shall be
deemed equivalent to the giving of such notice to such person.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. LOCATION OF BOOKS AND RECORDS. The books and records of the
Trust may be kept outside the Commonwealth of Massachusetts at such place or
places as the Trustees may from time to time determine, except as otherwise
required by law.
SECTION 11.2. RECORD DATE. The Trustees may fix in advance a date as the
record date for the purpose of determining Shareholders entitled to notice
of, or to vote at, any meeting of Shareholders, or Shareholders entitled to
receive payment of any dividend or the allotment of any rights, or in order
to make a determination of Shareholders for any other proper purpose. Such
date, in any case, shall be not more than ninety (90) days, and in case of a
meeting of Shareholders not less than ten (10) days, prior to the date on
which particular action requiring such determination of Shareholders is to be
taken. In lieu of fixing a record date the Trustees may provide that the
transfer books shall be closed for a stated period but not to exceed, in any
case, twenty (20) days. If the transfer books are closed for the purpose of
determining Shareholders entitled to notice of a vote at a meeting of
Shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
SECTION 11.3. SEAL. The Trustees shall adopt a seal, which shall be in
such form and shall have such inscription thereon as the Trustees may from
time to time provide. The seal of the Trust may be affixed to any document,
and the seal and its attestation may be lithographed, engraved or otherwise
printed on any document with the same force and effect as if it had been
imprinted and attested manually in the same manner and with the same effect
as if done by a Massachusetts business corporation under Massachusetts law.
SECTION 11.4. FISCAL YEAR. The fiscal year of the Trust shall end on such
date as the Trustees may by resolution specify, and the Trustees may by
resolution change such date for future fiscal years at any time and from time
to time.
SECTION 11.5. ORDERS FOR PAYMENT OF MONEY. All orders or instructions for
the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer
or officers or such other person or persons as the Trustees may from time to
time designate, or as may be specified in or pursuant to the agreement
between the Trust and the bank or trust company appointed as Custodian of the
securities and funds of the Trust.
ARTICLE XII
COMPLIANCE WITH FEDERAL REGULATIONS
The Trustees are hereby empowered to take such action as they may deem to
be necessary, desirable or appropriate so that the Trust is or shall be in
compliance with any federal or state statute, rule or regulation with which
compliance by the Trust is required.
9
<PAGE>
ARTICLE XIII
AMENDMENTS
These By-Laws may be amended, altered, or repealed, or new By-Laws may be
adopted, (a) by a Majority Shareholder Vote, or (b) by the Trustees;
provided, however, that no By-Law may be amended, adopted or repealed by the
Trustees if such amendment, adoption or repeal requires, pursuant to law, the
Declaration, or these By-Laws, a vote of the Shareholders. The Trustees shall
in no event adopt By-Laws which are in conflict with the Declaration, and any
apparent inconsistency shall be construed in favor of the related provisions
in the Declaration.
ARTICLE XIV
DECLARATION OF TRUST
The Declaration of Trust establishing Dean Witter World Wide Investment
Trust, dated July 7, 1983, a copy of which 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.
10
<PAGE>
SERVICES AGREEMENT
AGREEMENT made as of the 17th day of April, 1995 by and between Dean
Witter InterCapital Inc., a Delaware corporation (herein referred to as
"InterCapital"), and Dean Witter Services Company Inc., a Delaware
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
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.
1
<PAGE>
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, 1995, 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 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 written agreement executed by each of the parties hereto.
2
<PAGE>
11. This Agreement may be assigned by either party with the written
consent of the other party.
12. 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 APRIL 17, 1995
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 Balanced Growth Fund
7. Dean Witter Balanced Income Fund
8. Dean Witter California Tax-Free Daily Income Trust
9. Dean Witter California Tax-Free Income Fund
10. Dean Witter Capital Growth Securities
11. Dean Witter Convertible Securities Trust
12. Dean Witter Developing Growth Securities Trust
13. Dean Witter Diversified Income Trust
14. Dean Witter Dividend Growth Securities Inc.
15. Dean Witter European Growth Fund Inc.
16. Dean Witter Federal Securities Trust
17. Dean Witter Global Asset Allocation Fund
18. Dean Witter Global Dividend Growth Securities
19. Dean Witter Global Short-Term Income Fund Inc.
20. Dean Witter Global Utilities Fund
21. Dean Witter Health Sciences Trust
22. Dean Witter High Income Securities
23. Dean Witter High Yield Securities Inc.
24. Dean Witter Intermediate Income Securities
25. Dean Witter International Small Cap Fund
26. Dean Witter Limited Term Municipal Trust
27. Dean Witter Liquid Asset Fund Inc.
28. Dean Witter Managed Assets Trust
29. Dean Witter Mid-Cap Growth Fund
30. Dean Witter Multi-State Municipal Series Trust
31. Dean Witter National Municipal Trust
32. Dean Witter Natural Resource Development Securities Inc.
33. Dean Witter New York Municipal Money Market Trust
34. Dean Witter New York Tax-Free Income Fund
35. Dean Witter Pacific Growth Fund Inc.
36. Dean Witter Precious Metals and Minerals Trust
37. Dean Witter Premier Income Trust
38. Dean Witter Retirement Series
39. Dean Witter Select Dimensions Series
40. Dean Witter Select Municipal Reinvestment Fund
41. Dean Witter Short-Term Bond Fund
42. Dean Witter Short-Term U.S. Treasury Trust
43. Dean Witter Strategist Fund
44. Dean Witter Tax-Exempt Securities Trust
45. Dean Witter Tax-Free Daily Income Trust
46. Dean Witter U.S. Government Money Market Trust
47. Dean Witter U.S. Government Securities Trust
48. Dean Witter Utilities Fund
49. Dean Witter Value-Added Market Series
50. Dean Witter Variable Investment Series
51. Dean Witter World Wide Income Trust
52. Dean Witter World Wide Investment Trust
CLOSED-END FUNDS
53. High Income Advantage Trust
54. High Income Advantage Trust II
55. High Income Advantage Trust III
56. InterCapital Income Securities Inc.
57. Dean Witter Government Income Trust
58. InterCapital Insured Municipal Bond Trust
59. InterCapital Insured Municipal Trust
60. InterCapital Insured Municipal Income Trust
61. InterCapital California Insured Municipal Income Trust
62. InterCapital Insured Municipal Securities
63. InterCapital Insured California Municipal Securities
64. InterCapital Quality Municipal Investment Trust
65. InterCapital Quality Municipal Income Trust
66. InterCapital Quality Municipal Securities
67. InterCapital California Quality Municipal Securities
68. InterCapital New York Quality Municipal Securities
4
<PAGE>
SCHEDULE B
DEAN WITTER SERVICES COMPANY INC.
SCHEDULE OF ADMINISTRATIVE FEES--APRIL 17, 1995
Monthly compensation calculated daily by applying the following annual rates
to a fund's net assets:
FIXED INCOME FUNDS
Dean Witter Balanced Income Fund 0.60% to the net assets.
Dean Witter California Tax-Free 0.055% of the portion of daily net
Income Fund assets not exceeding $500 million;
0.0525% of the portion exceeding $500
million but not exceeding $750 million;
0.050% of the portion exceeding $750
million but not exceeding $1 billion;
and 0.0475% of the portion of the daily
net assets exceeding $1 billion.
Dean Witter Convertible Securities 0.060% of the portion of the daily net
Securities Trust assets not exceeding $750 million; .055%
of the portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.050% of the portion of the
daily net assets of the exceeding $1
billion but not exceeding $1.5 billion;
0.0475% of the portion of the daily net
assets exceeding $1.5 billion but not
exceeding $2 billion; 0.045% of the
portion of the daily net assets
exceeding $2 billion but not exceeding
$3 billion; and 0.0425% of the portion
of the daily net assets exceeding $3
billion.
Dean Witter Diversified 0.040% of the net assets.
Income Trust
Dean Witter Federal Securities Trust 0.055% of the portion of the daily net
assets not exceeding $1 billion; 0.0525%
of the portion of the daily net assets
exceeding $1 billion but not exceeding
$1.5 billion; 0.050% of the portion of
the daily net assets exceeding $1.5
billion but not exceeding $2 billion;
0.0475% of the portion of the daily net
assets exceeding $2 billion but not
exceeding $2.5 billion; 0.045% of the
portion of daily net assets exceeding
$2.5 billion but not exceeding $5
billion; 0.0425% of the portion of the
daily net assets exceeding $5 billion
but not exceeding $7.5 billion; 0.040%
of the portion of the daily net assets
exceeding $7.5 billion but not exceeding
$10 billion; 0.0375% of the portion of
the daily net assets exceeding $10
billion but not exceeding $12.5 billion;
and 0.035% of the portion of the daily
net assets exceeding $12.5 billion.
Dean Witter Global Short-Term 0.055% of the portion of the daily net
Income Fund assets not exceeding $500 million; and
0.050% of the portion of the daily net
assets exceeding $500 million.
Dean Witter High Income 0.050% to the net assets.
Securities
Dean Witter High Yield 0.050% of the portion of the daily net
Securities Inc. assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.035% of the portion of
B-1
<PAGE>
the daily net assets exceeding $1
billion but not exceeding $2 billion;
0.0325% of the portion of the daily net
assets exceeding $2 billion but not
exceeding $3 billion; and 0.030% of the
portion of daily net assets exceeding $3
billion.
Dean Witter Intermediate 0.060% of the portion of the daily net
Income Securities assets not exceeding $500 million;
0.050% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.040% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; and 0.030% of the portion of
the daily net assets exceeding $1
billion.
Dean Witter Limited Term 0.050% to the net assets.
Municipal Trust
Dean Witter Multi-State Municipal 0.035% to the net assets.
Series Trust (10)
Dean Witter National 0.035% to the net assets.
Municipal Trust
Dean Witter New York Tax-Free 0.055% to the net assets not exceeding
Income Fund $500 million and 0.0525% of the net
assets exceeding $500 million.
Dean Witter Premier 0.050% to the net assets.
Income Trust
Dean Witter Retirement Series 0.065% to the net assets.
Intermediate Income
Dean Witter Retirement Series 0.065% to the net assets.
U.S. Government Securities Trust
Dean Witter Select Dimensions 0.65% to the net assets.
Series-North American Government
Securities Portfolio
Dean Witter Short-Term 0.070% to the net assets.
Bond Fund
Dean Witter Short-Term U.S. 0.035% to the net assets.
Treasury Trust
Dean Witter Tax-Exempt 0.050% of the portion of the daily net
Securities Trust assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; and 0.035% of the portion of
the daily net assets exceeding $1
billion but not exceeding $1.25 billion;
.0325% of the portion of the daily net
assets exceeding $1.25 billion.
Dean Witter U.S. Government 0.050% of the portion of such daily net
Securities Trust assets not exceeding $1 billion; 0.0475%
of the portion of such daily net assets
exceeding $1 billion but not exceeding
$1.5 billion; 0.045% of the portion of
such daily net assets exceeding $1.5
billion but not exceeding $2 billion;
0.0425% of the portion of such daily net
assets exceeding $2 billion but not
exceeding $2.5 billion; 0.040% of that
portion of such daily net assets
exceeding $2.5 billion but not exceeding
$5 billion; 0.0375% of that portion
B-2
<PAGE>
of such daily net assets exceeding $5
billion but not exceeding $7.5 billion;
0.035% of that portion of such daily net
assets exceeding $7.5 billion but not
exceeding $10 billion; 0.0325% of that
portion of such daily net assets
exceeding $10 billion but not exceeding
$12.5 billion; and 0.030% of that
portion of such daily net assets
exceeding $12.5 billion.
Dean Witter Variable Investment 0.050% to the net assets.
Series-High Yield
Dean Witter Variable Investment 0.050% to the net assets.
Series-Quality Income
Dean Witter World Wide Income 0.075% of the daily net assets up to
Trust $250 million; 0.060% of the portion of
the daily net assets exceeding $250
million but not exceeding $500 million;
0.050% of the portion of the daily net
assets of the exceeding $500 million but
not exceeding $750 milliion; 0.040% of
the portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; and 0.030% of the daily net
assets exceeding $1 billion.
Dean Witter Select Municipal 0.050% to the net assets.
Reinvestment Fund
EQUITY FUNDS
Dean Witter American Value 0.0625% of the portion of the daily net
Fund assets not exceeding $250 million and
0.050% of the portion of the daily net
assets exceeding $250 million. Dean
Witter Balanced Growth Fund 0.60% to the
net assets.
Dean Witter Capital Growth 0.065% to the portion of daily net
Securities assets not exceeding $500 million;
0.055% of the portion exceeding $500
million but not exceeding $1 billion;
0.050% of the portion exceeding $1
billion but not exceeding $1.5 billion;
and 0.0475% of the net assets exceeding
$1.5 billion.
Dean Witter Developing Growth 0.050 of the portion of daily net
Securities Trust assets not exceeding $500 million; and
0.0475% of the portion of daily net
assets exceeding $500 million.
Dean Witter Dividend Growth 0.0625% of the portion of the daily net
Securities Inc. assets not exceeding $250 million;
0.050% of the portion exceeding $250
million but not exceeding $1 billion;
0.0475% of the portion of daily net
assets exceeding $1 billion but not
exceeding $2 billion; 0.045% of the
portion of daily net assets exceeding $2
billion but not exceeding $3 billion;
0.0425% of the portion of daily net
assets exceeding $3 billion but not
exceeding $4 billion; 0.040% of the
portion of daily net assets exceeding $4
billion but not exceeding $5 billion;
0.0375% of the portion of the daily net
assets exceeding $5 billion but not
exceeding $6 billion; 0.035% of the
portion of the daily net assets
exceeding $6 billion but not exceeding
$8 billion; and 0.0325% of the portion
of the daily net assets exceeding $8
billion.
B-3
<PAGE>
Dean Witter European Growth 0.060% of the portion of daily net
Fund Inc. assets not exceeding $500 million; and
0.057% of the portion of daily net
assets exceeding $500 million.
Dean Witter Global Asset Allocation 1.0% to the net assets.
Fund
Dean Witter Global Dividend 0.075% to the net assets.
Growth Securities
Dean Witter Global Utilities Fund 0.065% to the net assets.
Dean Witter Health Sciences Trust 0.10% to the net assets.
Dean Witter International 0.075% to the net assets.
Small Cap Fund
Dean Witter Managed Assets Trust 0.060% to the daily net assets not
exceeding $500 million and 0.055% to the
daily net assets exceeding $500 million.
Dean Witter Mid-Cap Growth Fund 0.75% to the net assets.
Dean Witter Natural Resource 0.0625% of the portion of the daily net
Development Securities Inc. assets not exceeding $250 million and
0.050% of the portion of the daily net
assets exceeding $250 million.
Dean Witter Pacific Growth 0.060% of the portion of daily net
Fund Inc. assets not exceeding $1 billion; and
0.057% of the portion of daily net
assets exceeding $1 billion.
Dean Witter Precious Metals 0.080% to the net assets.
and Minerals Trust
Dean Witter Retirement Series 0.085% to the net assets.
American Value
Dean Witter Retirement Series 0.085% to the net assets.
Capital Growth
Dean Witter Retirement Series 0.075% to the net assets.
Dividend Growth
Dean Witter Retirement Series 0.10% to the net assets.
Global Equity
Dean Witter Retirement Series 0.065% to the net assets.
Intermediate Income Securities
Dean Witter Retirement Series 0.050% to the net assets.
Liquid Asset
Dean Witter Retirement Series 0.085% to the net assets.
Strategist
Dean Witter Retirement Series 0.050% to the net assets.
U.S. Government Money Market
Dean Witter Retirement Series 0.065% to the net assets.
U.S. Government Securities
Dean Witter Retirement Series 0.075% to the net assets.
Utilities
B-4
<PAGE>
Dean Witter Retirement Series 0.050% to the net assets.
Value Added
Dean Witter Select Dimensions Series-
American Value Portfolio 0.625% to the net assets.
Balanced Portfolio 0.75% to the net assets.
Core Equity Portfolio 0.85% to the net assets.
Developing Growth Portfolio 0.50% to the net assets.
Diversified Income Portfolio 0.40% to the net assets.
Dividend Growth Portfolio 0.625% to the net assets.
Emerging Markets Portfolio 1.25% to the net assets.
Global Equity Portfolio 1.0% to the net assets.
Utilities Portfolio 0.65% to the net assets.
Value-Added Market Portfolio 0.50% to the net assets.
Dean Witter Strategist Fund 0.060% of the portion of daily net
assets not exceeding $500 million;
0.055% of the portion of the daily net
assets exceeding $500 million but not
exceeding $1 billion; and 0.050% of the
portion of the daily net assets
exceeding $1 billion.
Dean Witter Utilities Fund 0.065% of the portion of daily net
assets not exceeding $500 million;
0.055% of the portion exceeding $500
million but not exceeding $1 billion;
0.0525% of the portion exceeding $1
billion but not exceeding $1.5 billion;
0.050% of the portion exceeding $1.5
billion but not exceeding $2.5 billion;
0.0475% of the portion exceeding $2.5
billion but not exceeding $3.5 billion;
0.045% of the portion of the daily net
assets exceeding $3.5 but not exceeding
$5 billion; and 0.0425% of the portion
of daily net assets exceeding $5
billion.
Dean Witter Value-Added Market 0.050% of the portion of daily net
Series assets not exceeding $500 million; and
0.45% of the portion of daily net assets
exceeding $500 million.
Dean Witter Variable Investment 0.065% to the net assets.
Series-Capital Growth
Dean Witter Variable Investment 0.0625% of the portion of daily net
Series-Dividend Growth assets not exceeding $500 million; and
0.050% of the portion of daily net
assets exceeding $500 million.
Dean Witter Variable Investment 0.050% to the net assets.
Series-Equity
Dean Witter Variable Investment 0.060% to the net assets.
Series-European Growth
Dean Witter Variable Investment 0.050% to the net assets.
Series-Managed
Dean Witter Variable Investment 0.065% of the portion of daily net
Series-Utilities assets exceeding $500 million and 0.055%
of the portion of daily net assets
exceeding $500 million.
Dean Witter World Wide 0.055% of the portion of daily net
Investment Trust assets not exceeding $500 million; and
0.05225% of the portion of daily net
assets exceeding $500 million.
B-5
<PAGE>
MONEY MARKET FUNDS
Active Assets Account (4) 0.050% of the portion of the daily net
assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.035% of the portion of the
daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.0325%
of the portion of the daily net assets
exceeding $1.5 billion but not exceeding
$2 billion; 0.030% of the portion of the
daily net assets exceeding $2 billion
but not exceeding $2.5 billion; 0.0275%
of the portion of the daily net assets
exceeding $2.5 billion but not exceeding
$3 billion; and 0.025% of the portion of
the daily net assets exceeding $3
billion.
Dean Witter California Tax-Free 0.050% of the portion of the daily net
Daily Income Trust assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.035% of the portion of the
daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.0325%
of the portion of the daily net assets
exceeding $1.5 billion but not exceeding
$2 billion; 0.030% of the portion of the
daily net assets exceeding $2 billion
but not exceeding $2.5 billion; 0.0275%
of the portion of the daily net assets
exceeding $2.5 billion but not exceeding
$3 billion; and 0.025% of the portion of
the daily net assets exceeding $3
billion.
Dean Witter Liquid Asset 0.050% of the portion of the daily net
Fund Inc. assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.035% of the portion of the
daily net assets exceeding $1 billion
but not exceeding $1.35 billion; 0.0325%
of the portion of the daily net assets
exceeding $1.35 billion but not
exceeding $1.75 billion; 0.030% of the
portion of the daily net assets
exceeding $1.75 billion but not
exceeding $2.15 billion; 0.0275% of the
portion of the daily net assets
exceeding $2.15 billion but not
exceeding $2.5 billion; 0.025% of the
portion of the daily net assets
exceeding $2.5 billion but not exceeding
$15 billion; 0.0249% of the portion of
the daily net assets exceeding $15
billion but not exceeding $17.5 billion;
and 0.0248% of the portion of the daily
net assets exceeding $17.5 billion.
Dean Witter New York Municipal 0.050% of the portion of the daily net
Money Market Trust assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.035% of the portion of the
daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.0325%
of the portion of the daily net assets
exceeding $1.5 billion but not exceeding
$2 billion; 0.030% of the portion of the
daily net assets exceeding $2 bil-
B-6
<PAGE>
lion but not exceeding $2.5 billion;
0.0275% of the portion of the daily net
assets exceeding $2.5 billion but not
exceeding $3 billion; and 0.025% of the
portion of the daily net assets
exceeding $3 billion.
Dean Witter Retirement Series 0.050% of the net assets.
Liquid Assets
Dean Witter Retirement Series 0.050% of the net assets.
U.S. Government Money Market
Dean Witter Select Dimensions Series- 0.50% to the net assets.
Money Market Portfolio
Dean Witter Tax-Free Daily 0.050% of the portion of the daily net
Income Trust assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.035% of the portion of the
daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.0325%
of the portion of the daily net assets
exceeding $1.5 billion but not exceeding
$2 billion; 0.030% of the portion of the
daily net assets exceeding $2 billion
but not exceeding $2.5 billion; 0.0275%
of the portion of the daily net assets
exceeding $2.5 billion but not exceeding
$3 billion; and 0.025% of the portion of
the daily net assets exceeding $3
billion.
Dean Witter U.S. Government 0.050% of the portion of the daily net
Money Market Trust assets not exceeding $500 million;
0.0425% of the portion of the daily net
assets exceeding $500 million but not
exceeding $750 million; 0.0375% of the
portion of the daily net assets
exceeding $750 million but not exceeding
$1 billion; 0.035% of the portion of the
daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.0325%
of the portion of the daily net assets
exceeding $1.5 billion but not exceeding
$2 billion; 0.030% of the portion of the
daily net assets exceeding $2 billion
but not exceeding $2.5 billion; 0.0275%
of the portion of the daily net assets
exceeding $2.5 billion but not exceeding
$3 billion; and 0.025% of the portion of
the daily net assets exceeding $3
billion.
Dean Witter Variable Investment 0.050% to the net assets.
Series-Money Market
Monthly compensation calculated weekly by applying the following annual
rates to the weekly net assets.
CLOSED-END FUNDS
Dean Witter Government Income 0.060% to the average weekly net assets.
Trust
High Income Advantage Trust 0.075% of the portion of the average
weekly net assets not exceeding $250
million; 0.060% of the portion of
average weekly net assets exceeding $250
million and not exceeding $500 million;
0.050% of the portion of average weekly
net assets exceeding $500 million and
not exceeding $750 million; 0.040% of
the portion of average weekly net assets
exceeding
B-7
<PAGE>
$750 million and not exceeding $1
billion; and 0.030% of the portion of
average weekly net assets exceeding $1
billion.
High Income Advantage Trust II 0.075% of the portion of the average
weekly net assets not exceeding $250
million; 0.060% of the portion of
average weekly net assets exceeding $250
million and not exceeding $500 million;
0.050% of the portion of average weekly
net assets exceeding $500 million and
not exceeding $750 million; 0.040% of
the portion of average weekly net assets
exceeding $750 million and not exceeding
$1 billion; and 0.030% of the portion of
average weekly net assets exceeding $1
billion.
High Income Advantage Trust III 0.075% of the portion of the average
weekly net assets not exceeding $250
million; 0.060% of the portion of
average weekly net assets exceeding $250
million and not exceeding $500 million;
0.050% of the portion of average weekly
net assets exceeding $500 million and
not exceeding $750 million; 0.040% of
the portion of the average weekly net
assets exceeding $750 million and not
exceeding $1 billion; and 0.030% of the
portion of average weekly net assets
exceeding $1 billion.
InterCapital Income Securities Inc. 0.050% to the average weekly net assets.
InterCapital Insured Municipal 0.035% to the average weekly net assets.
Bond Trust
InterCapital Insured Municipal 0.035% to the average weekly net assets.
Trust
InterCapital Insured Municipal 0.035% to the average weekly net assets.
Income Trust
InterCapital California Insured 0.035% to the average weekly net assets.
Municipal Income Trust
InterCapital Quality Municipal 0.035% to the average weekly net assets.
Investment Trust
InterCapital New York Quality 0.035% to the average weekly net assets.
Municipal Securities
InterCapital Quality Municipal 0.035% to the average weekly net assets.
Income Trust
InterCapital Quality Municipal 0.035% to the average weekly net assets.
Securities
InterCapital California Quality 0.035% to the average weekly net assets.
Municipal Securities
InterCapital Insured Municipal 0.035% to the average weekly net assets.
Securities
InterCapital Insured California 0.035% to the average weekly net assets.
Municipal Securities
B-8
<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. 12 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated May
12, 1995, 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.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
May 24, 1995
<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-95 YEARS - n TOTAL RETURN - T
- ------------- ----------- ----------- -------------------------------
<S> <C> <C> <C>
31-Mar-94 $853.20 1 -14.68%
31-Mar-90 $1,284.00 5.00 5.13%
31-Mar-85 $2,993.00 10.00 11.59%
</TABLE>
(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)
_ _
| ______________________ |
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-94 $896.30 -10.37% 1 -10.37%
31-Mar-90 $1,304.00 30.40% 5 5.45%
31-Mar-85 $2,993.00 199.30% 10.00 11.59%
</TABLE>
(D) GROWTH OF $10,000
(E) GROWTH OF $50,000
(F) GROWTH OF $100,000
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-83 212.11 $31,211 $156,055 $312,110
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 453,736,142
<INVESTMENTS-AT-VALUE> 457,165,135
<RECEIVABLES> 8,732,951
<ASSETS-OTHER> 51,442,282
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 517,340,368
<PAYABLE-FOR-SECURITIES> 3,160,473
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,921,511
<TOTAL-LIABILITIES> 5,081,984
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 529,300,531
<SHARES-COMMON-STOCK> 32,602,082
<SHARES-COMMON-PRIOR> 27,117,473
<ACCUMULATED-NII-CURRENT> (5,220,531)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16,004,449)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,182,833
<NET-ASSETS> 512,258,384
<DIVIDEND-INCOME> 6,483,265
<INTEREST-INCOME> 5,263,089
<OTHER-INCOME> 0
<EXPENSES-NET> 13,521,798
<NET-INVESTMENT-INCOME> (1,775,444)
<REALIZED-GAINS-CURRENT> (8,507,442)
<APPREC-INCREASE-CURRENT> (54,631,655)
<NET-CHANGE-FROM-OPS> (64,914,541)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (505,002)
<DISTRIBUTIONS-OF-GAINS> (20,749,752)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,071,397
<NUMBER-OF-SHARES-REDEEMED> 7,792,735
<SHARES-REINVESTED> 1,205,947
<NET-CHANGE-IN-ASSETS> 18,689,895
<ACCUMULATED-NII-PRIOR> (4,872,130)
<ACCUMULATED-GAINS-PRIOR> 12,955,871
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,588,682
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13,521,798
<AVERAGE-NET-ASSETS> 561,955,756
<PER-SHARE-NAV-BEGIN> 18.20
<PER-SHARE-NII> (.02)
<PER-SHARE-GAIN-APPREC> (1.83)
<PER-SHARE-DIVIDEND> (.02)
<PER-SHARE-DISTRIBUTIONS> (.62)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.71
<EXPENSE-RATIO> 2.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
