WITTER DEAN WORLD WIDE INVESTMENT TRUST
497, 1995-11-02
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<PAGE>
                        DEAN WITTER
                        WORLD WIDE INVESTMENT TRUST
                        PROSPECTUS--OCTOBER 31, 1995

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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 October  31, 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.

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S>                                                 <C>
Prospectus Summary................................       2

Summary of Fund Expenses..........................       3

Financial Highlights..............................       4

The Fund and its Management.......................       5

Investment Objective and Policies.................       5

  Risk Considerations.............................       6

Investment Restrictions...........................      10

Purchase of Fund Shares...........................      11

Shareholder Services..............................      13

Redemptions and Repurchases.......................      15

Dividends, Distributions and Taxes................      16

Performance Information...........................      17

Additional Information............................      17
</TABLE>

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND THE  SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

DEAN WITTER
WORLD WIDE INVESTMENT TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

(212) 392-2550 or (800) 869-NEWS

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  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

                   DEAN WITTER DISTRIBUTORS INC., DISTRIBUTOR
<PAGE>
PROSPECTUS SUMMARY
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<TABLE>
<S>                 <C>
THE FUND            The  Fund is  organized as  a trust,  commonly known  as a  Massachusetts business  trust, and  is an open-end
                    diversified management investment company  investing in all  types of common stocks  and equivalents (such  as
                    convertible  debt securities and warrants), preferred stocks and  bonds and other debt obligations of domestic
                    and foreign companies and governments and international organizations.
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SHARES OFFERED      Shares of beneficial interest with $.01 par value (see page 17).
- ------------------------------------------------------------------------------------------------------------------

OFFERING            At net asset  value without  sales charge (see  page 11).  Shares redeemed within  six years  of purchase  are
PRICE               subject to a contingent deferred sales charge under most circumstances (see page 15).
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MINIMUM             Minimum initial investment, $1,000; minimum subsequent investment, $100 (see page 11).
PURCHASE
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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 Sub-Adviser (see pages 5-10).
- ------------------------------------------------------------------------------------------------------------------

INVESTMENT          Dean  Witter InterCapital  Inc. ("InterCapital"),  the Investment  Manager of  the Fund,  and its wholly-owned
MANAGER AND         subsidiary, Dean Witter Services  Company Inc., serve in  various investment management, advisory,  management
SUB-ADVISER         and  administrative capacities to ninety-seven investment companies with assets of approximately $76.4 billion
                    at September 30, 1995. InterCapital has retained Morgan Grenfell Investment Services Limited as Sub-Adviser to
                    provide investment  advice and  manage the  Fund's  non-U.S. portfolio.  Morgan Grenfell  Investment  Services
                    Limited  currently  serves  as  investment adviser  for  U.S.  corporate and  public  employee  benefit plans,
                    endowments, investment companies and foundations with assets of approximately $11.7 billion at June 30, 1995.
- ------------------------------------------------------------------------------------------------------------------

MANAGEMENT FEES     The Investment Manager receives a monthly fee from the Fund at the annual rate of 1.0% of daily net assets not
                    exceeding $500 million  and 0.95%  of daily  net assets  exceeding $500  million. The  Sub-Adviser receives  a
                    monthly  fee from the Investment  Manager equal to 40%  of the Investment Manager's  monthly fee (see page 5).
                    Although the management fee is higher than that paid by most other investment companies, the fee reflects  the
                    specialized nature of the Fund's investment policies.
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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 16).
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DISTRIBUTOR         Dean  Witter Distributors Inc. is the distributor of the Fund's shares. 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 15).
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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
CHARGE              redemption  of shares if after such redemption the aggregate current value of an account with the Fund is less
                    than the  aggregate amount  of  the investor's  purchase payments  made  during the  six years  preceding  the
                    redemption.  However, there  is no charge  imposed on redemption  of shares purchased  through reinvestment of
                    dividends or distributions (see page 15).
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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.  The net asset value of the Fund's shares
                    will fluctuate with changes in the market value of its portfolio securities. It should be recognized that  the
                    foreign  securities and  markets in which  the Fund will  invest pose  different and greater  risks than those
                    customarily associated with  domestic securities  and their  markets. Furthermore,  investors should  consider
                    other  risks  associated with  a  portfolio of  international  securities, including  fluctuations  in foreign
                    currency exchange  rates (i.e.,  if a  substantial portion  of the  Fund's assets  is denominated  in  foreign
                    currencies which decrease in value with respect to the U.S. dollar, the value of the investor's shares and the
                    distributions  made on those shares  will, likewise, decrease in  value), foreign securities exchange controls
                    and foreign tax rates, as  well as risks associated with  transactions in forward currency contracts,  options
                    and futures contracts (see pages 5-10).
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</TABLE>

  THE ABOVE IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION APPEARING
                                   ELSEWHERE
       IN THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION.

2
<PAGE>
SUMMARY OF FUND EXPENSES
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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>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S>                                                 <C>
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%
</TABLE>

 A contingent deferred sales charge is imposed at the following declining rates:

<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>
                                                                                    10
EXAMPLE                                             1 YEAR    3 YEARS   5 YEARS    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
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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-      -0-      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-      -0-      -0-     (0.05)   (0.23)   (0.11)   (0.08)   (0.15)   (0.10)   (0.25)
    In excess of net investment
     income........................  (0.02)    -0-      -0-      -0-      -0-      -0-      -0-      -0-      -0-      -0-
    From net realized gain.........  (0.39)   (0.71)   (0.32)   (0.92)   (0.45)   (0.96)   (1.19)   (2.25)   (1.98)    -0-
    In excess of net realized
     gain..........................  (0.23)    -0-      -0-      -0-      -0-      -0-      -0-      -0-      -0-      -0-
                                     ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
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>

4
<PAGE>
THE FUND AND ITS MANAGEMENT
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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" or the "Investment  Manager"),
whose address is Two World Trade Center, New York, New York 10048, is the Fund's
Investment  Manager.  The Investment  Manager, which  was incorporated  in July,
1992, is a wholly-owned  subsidiary of Dean Witter,  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-seven investment companies, thirty of  which
are  listed  on the  New  York Stock  Exchange,  with combined  total  assets of
approximately $74.0 billion  at September  30, 1995.  InterCapital also  manages
portfolios of pension plans, other institutions and individuals which aggregated
approximately $2.4 billion at such date.

    The  Fund has retained the Investment Manager to manage its business affairs
and manage the  investment of  the Fund's  United States  assets, including  the
placing  of orders  for the  purchase and sale  of portfolio  securities, and to
supervise the investment  of all the  Fund's assets. In  addition, the Fund  has
retained   InterCapital  to   provide  it   with  administrative   services  and
InterCapital has, in turn, retained Dean Witter Services Company Inc. to perform
these administrative services.

    Under a Sub-Advisory Agreement  between Morgan Grenfell Investment  Services
Limited (the "Sub-Adviser") and the Investment Manager, the Sub-Adviser provides
the  Fund with investment advice and portfolio management relating to the Fund's
investments in securities issued by  issuers located outside the United  States,
subject  to the overall supervision of  the Investment Manager. The Sub-Adviser,
whose address is 20  Finsbury Circus, London, England,  manages, as of June  30,
1995,  assets  of  approximately $11.7  billion  for U.S.  corporate  and public
employee benefit plans,  endowments, investment companies  and foundations.  The
Sub-Adviser  is  an  indirect  subsidiary  of  Deutsche  Bank  AG,  the  largest
commercial bank in Germany.

    The Fund's Trustees review the  various services provided by the  Investment
Manager  and  the  Sub-Adviser  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 Manager,  the Fund  pays the Investment
Manager monthly compensation  calculated daily  by applying the  annual rate  of
1.0% to the portion of the net assets of the Fund not exceeding $500 million and
0.95%  to the portion of  the net assets of the  Fund exceeding $500 million. As
compensation for the services provided  pursuant to the Sub-Advisory  Agreement,
the Investment Manager pays the Sub-Adviser monthly compensation equal to 40% of
its  monthly compensation. The 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 Manager  and the  Fund's two  former investment
advisers (which served the Fund until July  31, 1995) 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  Manager  and  the  Sub-Adviser.  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 areas
will shift from time to time in  accordance with the judgment of the  Investment
Manager  and  the  Sub-Adviser.  The  Investment  Manager  will  meet  with  the
Sub-Adviser, at least quarterly, to discuss the Fund's overall strategy and  the
geographic  distribution of the Fund's assets  between the United States and the
rest of the world. The final determination of such geographic distribution  will
be  made by  the Investment Manager.  Once the determination  of such geographic
distribution has been made, each of  the Investment Manager and the  Sub-Adviser
will be responsible for the individual security

                                                                               5
<PAGE>
selection  within its geographic areas of  responsibility and will act on behalf
of the Fund in the purchase, sale and disposition of assets in such areas.

    Notwithstanding the Fund's investment objective of seeking total return, the
Fund may, for defensive purposes, without limitation, invest in: obligations  of
the  United States Government, its agencies  or instrumentalities; cash and cash
equivalents  in   major   currencies;  repurchase   agreements;   money   market
instruments; and high quality commercial paper.

    The  Fund may also  invest in securities  of foreign issuers  in the form of
American Depository  Receipts (ADRs),  European  Depository Receipts  (EDRs)  or
other  similar securities convertible into  securities of foreign issuers. These
securities may  not necessarily  be  denominated in  the  same currency  as  the
securities  into which they may be converted. ADRs are receipts typically issued
by a United States bank or trust company evidencing ownership of the  underlying
securities.  EDRs  are  European  receipts  evidencing  a  similar  arrangement.
Generally, ADRs, in registered form, are  designed for use in the United  States
securities  markets and EDRs, in  bearer form, are designed  for use in European
securities markets.

    The Fund  may  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.

    To hedge  against adverse  price movements  in the  securities held  in  its
portfolio  and the currencies in  which they are denominated  (as well as in the
securities it might wish to purchase and their denominated currencies) the  Fund
may  engage  in transactions  in  forward foreign  currency  exchange contracts,
options on  securities  and currencies,  and  futures contracts  on  securities,
currencies  and indexes and options on such futures contracts. The Fund may also
write (sell)  put  and  call options  on  securities  to aid  in  achieving  its
investment  objective. A  discussion of  these transactions  follows under "Risk
Considerations" below and is supplemented by further disclosure in the Statement
of Additional Information.

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 Manager or the Sub-Adviser
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,  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
foreign currency  exchange contracts  (see below).  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,

6
<PAGE>
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."

    Certain of the foreign markets in which the Fund may invest will be emerging
markets. These  new and  incompletely formed  markets will  have increased  risk
levels  above those  occasioned by investing  in foreign  markets generally. The
types of  these risks  are set  forth  above. The  Fund's management  will  take
cognizance  of these risks in allocating any of the Fund's investments in either
fixed-income  or  equity  securities  issued  by  issuers  in  emerging   market
countries.

    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.

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 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.  The Fund  may enter  into forward  contracts as  a hedge  against
fluctuations in future foreign exchange rates.

    The Fund will enter into forward contracts under various circumstances. When
the  Fund  enters  into  a contract  for  the  purchase or  sale  of  a security
denominated in a foreign currency, it may, for example, desire to "lock in"  the
price  of the security in U.S. dollars  or some other foreign currency which the
Fund is  temporarily  holding in  its  portfolio.  By entering  into  a  forward
contract  for  the purchase  or sale,  for a  fixed amount  of dollars  or other
currency, 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  or
other  currency which is  being used for  the security purchase  and the foreign
currency in which the security is denominated during the period between the date
on which the security is purchased or sold and the date on which payment is made
or received.

    At other times,  when, for  example, the Investment  Manager or  Sub-Adviser
believes  that  the  currency  of  a particular  foreign  country  may  suffer a
substantial decline against the U.S. dollar or some other foreign currency,  the
Fund may enter into a forward contract to sell, for a fixed amount of dollars or
other  currency, the amount of foreign  currency approximating the value of some
or all of  the Fund's  portfolio securities (or  securities which  the Fund  has
purchased  for  its  portfolio)  denominated  in  such  foreign  currency. Under
identical circumstances, the Fund may enter into a forward contract to sell, for
a fixed amount of U.S. dollars or other currency, an amount of foreign  currency
other  than the currency  in which the  securities to be  hedged are denominated
approximating the value of some or all of the portfolio securities to be hedged.
This method of  hedging, called  "cross-hedging," will  be selected  when it  is
determined by the Investment Manager or Sub-Adviser that the foreign currency in
which  the portfolio securities are denominated has insufficient liquidity or is
trading at a discount as compared with some other foreign currency with which it
tends to move in tandem.

    In addition, when the Fund anticipates purchasing securities at some time in
the future, and wishes to lock in  the current exchange rate of the currency  in
which  those securities  are denominated against  the U.S. dollar  or some other
foreign currency, it may enter into a forward contract to purchase an amount  of
currency  equal to some or  all of the value of  the anticipated purchase, for a
fixed amount of U.S. dollars or other currency.

    Lastly, the Fund is permitted to  enter into forward contracts with  respect
to  currencies in which certain of  its portfolio securities are denominated and
on which options have been written (see "Options and Futures Transactions").

    In all  of the  above circumstances,  if the  currency in  which the  Fund's
portfolio securities (or anticipated portfolio securities) are denominated rises
in  value with respect to the currency  which is being purchased (or sold), then
the Fund will have realized fewer gains  than had the Fund not entered into  the
forward  contracts.  Moreover,  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. 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 Investment Manager and/or Sub-Adviser.

    The Fund generally will  not enter into  a forward contract  with a term  of
greater  than one year, although it may enter into forward contracts for periods
of up to five  years. To the  extent that the Fund  enters into forward  foreign
currency contracts to hedge against a decline in the value of portfolio holdings
denominated   in  a   particular  foreign   currency  resulting   from  currency
fluctuations, there is a risk that the  Fund may nevertheless realize a gain  or
loss as a

                                                                               7
<PAGE>
result  of currency fluctuations  after such portfolio holdings  are sold if the
Fund is unable to enter into  an "offsetting" forward foreign currency  contract
with  the same party or another party. The Fund may be limited in its ability to
enter into  hedging transactions  involving forward  contracts by  the  Internal
Revenue  Code requirements relating to  qualifications as a regulated investment
company (see "Dividends, Distributions and Taxes").

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  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.

CONVERTIBLE SECURITIES.  Among the fixed-income securities in which the Fund may
invest  are  "convertible"  securities.  A  convertible  security  is  a   bond,
debenture, note, preferred stock or other security that may be converted into or
exchanged  for a prescribed  amount of common  stock of the  same or a different
issuer within  a particular  period of  time at  a specified  price or  formula.
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).

RIGHTS AND WARRANTS.   The  Fund may acquire  rights and/or  warrants which  are
attached  to  other  securities in  its  portfolio,  or which  are  issued  as a
distribution by the issuer  of a security held  in its portfolio. Rights  and/or
warrants  are, in  effect, options 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 corporation  issuing
them.

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

8
<PAGE>
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.

OPTIONS AND FUTURES TRANSACTIONS

The  Fund  may purchase  and  sell (write)  call  and put  options  on portfolio
securities which are denominated in  either U.S. dollars or foreign  currencies,
on stock indexes and on the U.S. dollar and foreign currencies, which are or may
in  the future be listed on several U.S. and foreign securities exchanges or are
written in  over-the-counter  transactions  ("OTC  options").  OTC  options  are
purchased from or sold (written) to dealers or financial institutions which have
entered into direct agreements with the Fund.

    The  Fund is permitted  to write covered  put and call  options on portfolio
securities, the currencies in  which such securities  are denominated and  stock
indexes,  without limit, in order to hedge against the decline in the value of a
security or currency in which such security is denominated (although such  hedge
is  limited to the value of the premium received), to close out long call option
positions and to generate income. The Fund may write covered put options,  under
which the Fund incurs an obligation to buy the security (or currency) underlying
the  option from the purchaser of the put  at the option's exercise price at any
time during the option period, at the purchaser's election.

    The Fund  may  purchase listed  and  OTC call  and  put options  in  amounts
equalling  up to 5% of  its total assets. The Fund  may purchase call options to
close out a covered call position or to protect against an increase in the price
of a security it  anticipates purchasing or,  in the case of  call options on  a
foreign  currency,  to hedge  against  an adverse  exchange  rate change  of the
currency  in  which  the  security  it  anticipates  purchasing  is  denominated
vis-a-vis  the currency in which the exercise price is denominated. The Fund may
purchase put options on  securities which it holds  in its portfolio to  protect
itself  against a decline in the value of  the security and to close out written
put positions in a manner similar to call option closing purchase  transactions.
There are no limits on the Fund's ability to purchase call and put options other
than compliance with the foregoing policies.

    The  Fund may purchase and sell futures contracts that are currently traded,
or may in the future be traded, on U.S. and foreign commodity exchanges and that
are based on any currency ("currency" futures), on U.S. and foreign fixed-income
securities ("interest rate"  futures) and  on such  indexes of  U.S. or  foreign
equity  or  fixed-income securities  as may  exist or  come into  being ("index"
futures). The Fund may purchase or sell interest rate futures contracts for  the
purpose  of  attempting  hedging some  or  all  of the  value  of  its portfolio
securities (or anticipated portfolio securities) against anticipated changes  in
prevailing interest rates. The Fund may purchase or sell index futures contracts
for  the  purpose  of hedging  some  or  all of  its  portfolio  (or anticipated
portfolio) securities against changes in their prices. The Fund may purchase  or
sell  currency futures contracts to hedge against an anticipated rise or decline
in the  value of  the currency  in  which a  portfolio security  is  denominated
vis-a-vis  another currency. As a futures contract purchaser, the Fund incurs an
obligation to take delivery of a  specified amount of the obligation  underlying
the  contract at  a specified  time in the  future for  a specified  price. As a
seller of  a futures  contract, the  Fund incurs  an obligation  to deliver  the
specified  amount of the underlying obligation at a specified time in return for
an agreed upon price.

    The Fund  also  may purchase  and  write call  and  put options  on  futures
contracts  which are traded  on an exchange and  enter into closing transactions
with respect to such options to terminate an existing position.

    New futures  contracts, options  and other  financial products  and  various
combinations  thereof continue to be developed. The  Fund may invest in any such
futures, options or products as may be developed, to the extent consistent  with
its investment objective and applicable regulatory requirements.

RISKS  OF OPTIONS AND FUTURES TRANSACTIONS.  The Fund may close out its position
as writer of an option, or as a buyer or seller of a futures contract, only if a
liquid secondary market exists for options or futures contracts of that  series.
There is no assurance that such a market will exist, particularly in the case of
OTC options, as such options may generally only be closed out by entering into a
closing  purchase transaction  with the  purchasing dealer.  Also, exchanges may
limit the amount by  which the price  of any futures contracts  may move on  any
day.  If the price moves  equal the daily limit on  successive days, then it may
prove impossible to  liquidate a futures  position until the  daily limit  moves
have ceased.

                                                                               9
<PAGE>
    While the futures contracts and options transactions to be engaged in by the
Fund  for  the  purpose  of  hedging the  Fund's  portfolio  securities  are not
speculative in nature, there are risks inherent in the use of such  instruments.
One  such risk is that the Investment  Manager or Sub-Adviser could be incorrect
in its expectations as to  the direction or extent  of various interest rate  or
price  movements or  the time  span within which  the movements  take place. For
example, if  the Fund  sold futures  contracts  for the  sale of  securities  in
anticipation of an increase in interest rates, and then interest rates went down
instead,  causing bond prices  to rise, the  Fund would lose  money on the sale.
Another risk which may arise in  employing futures contracts to protect  against
the  price volatility of portfolio securities  is that the prices of securities,
currencies and indexes  subject to  futures contracts (and  thereby the  futures
contract  prices) may correlate imperfectly with the behavior of the U.S. dollar
cash prices of the Fund's portfolio securities and their denominated currencies.
See the Statement of Additional Information for a further discussion of risks of
options and futures transactions.

    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 Manager  and  the
Sub-Adviser  with  a view  to achieving  the  Fund's investment  objective. Mark
Bavoso, Senior Vice President  of InterCapital, has  been the primary  portfolio
manager  of the Fund with respect to  investments in securities of United States
issuers since August, 1995 and has been a portfolio manager at InterCapital  for
over  five years. Patrick W.W. Disney, Managing Director of the Sub-Adviser, has
been the primary portfolio manager of the Fund with respect to non-United States
investments  since  August,  1995  and  has  been  a  manager  of  international
portfolios at the Sub-Adviser for over five years.

    Personnel  of  the  Investment  Manager  and  Sub-Adviser  have  substantial
experience in the  use of the  investment techniques described  above under  the
heading  "Options  and Futures  Transactions,"  which techniques  require skills
different from  those  needed  to select  the  portfolio  securities  underlying
various options and futures contracts.

    Orders  for  transactions in  portfolio  securities and  commodities  may be
placed for the Fund with a number of brokers and dealers, including DWR and  two
affiliated  broker-dealers of the Sub-Adviser (Morgan Grenfell Asia and Partners
Securities  Pte.  Limited  and  Morgan  Grenfell  Asia  Securities  (Hong  Kong)
Limited).  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 the Investment
Manager. In addition, the Fund  may incur brokerage commissions on  transactions
conducted  through DWR and the  two above-mentioned affiliated broker-dealers of
the Sub-Adviser.

    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 Investment  Manager or  the Sub-Adviser,  strengthen the  Fund's
position and contribute to its investment objective.

    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 three
business day settlement basis; that is, payment is due on the third business day
(settlement date) after the order is placed with the Distributor. Since DWR  and
other  Selected Broker-Dealers forward investors' funds on settlement date, they
will benefit  from the  temporary use  of the  funds if  payment is  made  prior
thereto.  As noted above, orders placed directly through the Transfer Agent must
be accompanied  by  payment.  Investors  will  be  entitled  to  receive  income
dividends and capital gain distributions if their order is received by the close
of  business  on  the  day prior  to  the  record date  for  such  dividends and
distributions.

    The offering price  will be the  net asset value  per share next  determined
following  receipt of an  order (see "Determination of  Net Asset Value" below).
While no sales charge is imposed at the time shares are purchased, a  contingent
deferred sales charge may be imposed at the time of redemption (see "Redemptions
and  Repurchases"). Sales  personnel 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.

    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

                                                                              11
<PAGE>
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 (or, on days when the New York Stock Exchange closes prior to 4:00
p.m., at such earlier  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 pursuant to procedures
adopted 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 Investment Manager or the Sub-Adviser that sale or bid  prices
are not reflective of a security's market value, portfolio securities are valued
at  their fair value as determined in good faith under procedures established by
and under  the  general  supervision  of  the  Fund's  Trustees.  For  valuation
purposes,   quotations  of  foreign  portfolio   securities,  other  assets  and
liabilities and forward contracts stated in foreign currency are translated into
U.S. dollar equivalents at the prevailing market rates 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.

12
<PAGE>
SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

AUTOMATIC INVESTMENT OF DIVIDENDS AND  DISTRIBUTIONS.  All income dividends  and
capital gains distributions are automatically paid in full and fractional shares
of  the Fund (or, if specified by the shareholder, any other open-end investment
company for which InterCapital serves as investment manager (collectively,  with
the  Fund, the "Dean Witter Funds")),  unless the shareholder requests that they
be paid in  cash. Shares  so acquired  are not subject  to the  imposition of  a
contingent  deferred sales  charge upon  their redemption  (see "Redemptions and
Repurchases").

INVESTMENT OF DIVIDENDS OR DISTRIBUTIONS RECEIVED IN CASH.  Any shareholder  who
receives  a cash payment  representing a dividend  or capital gains distribution
may invest such dividend or distribution at the net asset value next  determined
after  receipt by the Transfer Agent, by  returning the check or the proceeds to
the Transfer Agent within thirty days after the payment date. Shares so acquired
are not subject  to the imposition  of a contingent  deferred sales charge  upon
their redemption (see "Redemptions and Repurchases").

EASYINVEST-SM-.  Shareholders may subscribe to EasyInvest, an automatic purchase
plan  which  provides for  any  amount from  $100  to $5,000  to  be transferred
automatically from a checking or savings account, on a semi-monthly, monthly  or
quarterly basis, to the Transfer Agent for investment in shares of the Fund.

SYSTEMATIC  WITHDRAWAL  PLAN.   A  systematic withdrawal  plan  (the "Withdrawal
Plan") is available  for shareholders  who own or  purchase shares  of the  Fund
having  a minimum value of $10,000 based  upon the then current net asset value.
The Withdrawal Plan provides  for monthly or  quarterly (March, June,  September
and  December) checks in any  dollar amount, not less than  $25, or in any whole
percentage of  the  account balance,  on  an annualized  basis.  Any  applicable
contingent  deferred sales charge  will be imposed on  shares redeemed under the
Withdrawal Plan  (see "Redemptions  and Repurchases--Contingent  Deferred  Sales
Charge").  Therefore, any shareholder participating  in the Withdrawal Plan will
have sufficient shares  redeemed from his  or her account  so that the  proceeds
(net of any applicable contingent deferred sales charge) to the shareholder will
be the designated monthly or quarterly amount.

    Shareholders  should  contact  their  DWR  or  other  Selected Broker-Dealer
account executive or 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, Dean Witter Intermediate Term U.S. Treasury Trust and five
Dean  Witter Funds which  are money market funds  (the foregoing eleven 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

                                                                              13
<PAGE>
redemption  of shares which  results in a  CDSC being imposed,  a credit (not to
exceed the amount of the CDSC) will be given in an amount equal to the  Exchange
Fund  12b-1  distribution  fees  incurred  on  or  after  that  date  which  are
attributable to those shares.  (Exchange Fund 12b-1  distribution fees, if  any,
are described in the prospectuses for those funds).

    In  addition, shares of the  Fund may be acquired  in exchange for shares of
Dean Witter Funds sold  with a front-end sales  charge ("front-end sales  charge
funds"),  but shares  of the  Fund, however acquired,  may not  be exchanged for
shares of  front-end sales  charge funds.  Shares  of a  CDSC fund  acquired  in
exchange  for shares of a front-end sales charge fund (or in exchange for shares
of other Dean Witter  Funds for which  shares of a  front-end sales charge  fund
have been exchanged) are not subject to any CDSC upon their redemption.

    Purchases  and  exchanges should  be made  for  investment purposes  only. A
pattern of frequent exchanges  may be deemed by  InterCapital to be abusive  and
contrary  to  the  best  interests  of the  Fund's  other  shareholders  and, at
InterCapital's discretion,  may  be limited  by  the Fund's  refusal  to  accept
additional  purchases and/or exchanges 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) 869-NEWS (toll-free).

    The  Fund  will  employ  reasonable  procedures  to  confirm  that  exchange
instructions communicated  over  the  telephone  are  genuine.  Such  procedures
include requiring various forms of personal identification such as name, mailing
address,  social security  or other tax  identification number and  DWR or other
Selected Broker-Dealer account number (if any). Telephone instructions may  also
be recorded. If such procedures are not employed, the Fund may be liable for any
losses due to unauthorized or fraudulent instructions.

    Telephone exchange instructions will be accepted if received by the Transfer
Agent  between 9:00 a.m.  and 4:00 p.m. New  York time, on any  day the New York
Stock Exchange is  open. Any  shareholder wishing to  make an  exchange who  has
previously  filed an Exchange Privilege Authorization  Form and who is unable to
reach the Fund  by telephone should  contact his  or her DWR  or other  Selected
Broker-Dealer  account  executive, if  appropriate, or  make a  written exchange
request. Shareholders are  advised that  during periods of  drastic economic  or
market  changes, it  is possible that  the telephone exchange  procedures may be
difficult to implement, although this has not been the case with the Dean Witter
Funds in the past.

    For further  information  regarding  the  Exchange  Privilege,  shareholders
should contact their account executive or the Transfer Agent.

14
<PAGE>
REDEMPTIONS AND REPURCHASES
- --------------------------------------------------------------------------------

REDEMPTION.   Shares of the Fund can be redeemed for cash at any time at the net
asset value per share next determined; however, such redemption proceeds will be
reduced by the amount  of any applicable contingent  deferred sales charge  (see
below).  If  shares  are  held  in  a  shareholder's  account  without  a  share
certificate, a written  request to the  Fund's Transfer Agent  at P.O. Box  983,
Jersey  City, NJ 07303 for  redemption is required. If  certificates are held by
the shareholder, the  shares may  be redeemed by  surrendering the  certificates
with  a written  request for redemption,  along with  any additional information
required by the Transfer Agent.

CONTINGENT DEFERRED SALES CHARGE.   Shares of  the Fund which  are held for  six
years or more after purchase (calculated from the last day of the month in which
the  shares were purchased) will  not be subject to  any charge upon redemption.
Shares redeemed sooner than six years after purchase may, however, be subject to
a charge upon  redemption. This charge  is called a  "contingent deferred  sales
charge"  ("CDSC"), which  will be  a percentage of  the dollar  amount of shares
redeemed and will be assessed  on an amount equal to  the lesser of the  current
market  value  or  the cost  of  the shares  being  redeemed. The  size  of this
percentage will depend upon how long the shares have been held, as set forth  in
the table below:

<TABLE>
<CAPTION>
                                             CONTINGENT DEFERRED
               YEAR SINCE                       SALES CHARGE
                PURCHASE                     AS A PERCENTAGE OF
              PAYMENT MADE                     AMOUNT REDEEMED
- -----------------------------------------  -----------------------
<S>                                        <C>
First....................................               5.0%
Second...................................               4.0%
Third....................................               3.0%
Fourth...................................               2.0%
Fifth....................................               2.0%
Sixth....................................               1.0%
Seventh and thereafter...................            None
</TABLE>

    A  CDSC will not be imposed on:  (i) any amount which represents an increase
in value of shares purchased within the six years preceding the redemption; (ii)
the current net asset value of shares purchased more than six years prior to the
redemption; and (iii) the  current net asset value  of shares purchased  through
reinvestment  of dividends or  distributions and/or shares  acquired in exchange
for shares of Dean Witter Funds sold  with a front-end sales charge or of  other
Dean Witter Funds acquired in exchange for such shares. Moreover, in determining
whether  a CDSC is applicable it will  be assumed that amounts described in (i),
(ii), and (iii) above (in that order)  are redeemed first. In addition, no  CDSC
will  be  imposed  on  redemptions 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 following attainment of age 59 1/2; and (c) a tax-free return of an
excess  contribution to an  IRA. For the purpose  of determining disability, the
Distributor utilizes the definition of disability contained in Section  72(m)(7)
of  the  Internal Revenue  Code, which  relates  to the  inability to  engage in
gainful employment. All waivers  will be granted only  following receipt by  the
Distributor of confirmation of the 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

                                                                              15
<PAGE>
maintaining  margin  accounts with  DWR  or another  Selected  Broker-Dealer are
referred to  their account  executive regarding  restrictions on  redemption  of
shares of the Fund pledged in the margin account.

REINSTATEMENT  PRIVILEGE.  A shareholder who has  had his or her shares redeemed
or repurchased and  has not  previously exercised  this reinstatement  privilege
may,  within  thirty  days  after  the date  of  the  redemption  or repurchase,
reinstate any portion or all of the proceeds of such redemption or repurchase in
shares of the Fund at the net asset value next determined after a  reinstatement
request,  together  with the  proceeds, is  received by  the Transfer  Agent and
receive a pro rata credit for any  CDSC paid in connection with such  redemption
or repurchase.

INVOLUNTARY  REDEMPTION.  The Fund reserves the right, on sixty days' notice, to
redeem, at their  net asset  value, the shares  of any  shareholder (other  than
shares  held  in an  Individual Retirement  Account  or custodial  account under
Section 403(b)(7) of the Internal Revenue Code) whose shares due to  redemptions
by  the shareholders have a value of less than $100 or such lesser amount as may
be fixed by the  Fund's Trustees. However, before  the Fund redeems such  shares
and  sends the proceeds to the shareholder,  it will notify the shareholder that
the value of the shares is less  than $100 and allow the shareholder sixty  days
to  make an additional investment in an  amount which will increase the value of
the account to $100 or more before the redemption is processed. No CDSC will  be
imposed on any involuntary redemption.

DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS  AND DISTRIBUTIONS.   The  Fund intends to  distribute all  of its net
investment income and net  capital gains, if  any, at least  once per year.  The
Fund  may, however, determine either  to distribute or to  retain all or part of
any net long-term capital gains in any year for reinvestment.

    All dividends and any capital gains distributions will be paid in additional
Fund shares  and automatically  credited to  the shareholder's  account  without
issuance  of a share certificate unless the shareholder requests in writing that
all dividends be paid 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.

    Gains or losses  on the  Fund's transactions  in certain  listed options  on
securities  and  on futures  and  options on  futures  traded on  U.S. exchanges
generally are treated as 60% long-term gain  or loss and 40% short-term gain  or
loss.  When the  Fund engages in  options and futures  transactions, various tax
regulations applicable to the Fund  may have the effect  of causing the Fund  to
recognize  a gain or loss for tax purposes before that gain or loss is realized,
or to defer recognition  of a realized loss  for tax purposes. Recognition,  for
tax  purposes, of an unrealized loss may result in a lesser amount of the Fund's
realized net gains being available for distribution.

    As a regulated investment  company, the Fund is  subject to the  requirement
that  less than  30% of  its gross income  be derived  from the  sale of certain
investments held for  less than  three months.  This requirement  may limit  the
Fund's ability to engage in options and futures transactions.

    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. Any dividends  declared in  the
last  quarter of any calendar year which are paid in the following year prior to
February 1  will be  deemed, for  tax purposes,  to have  been 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. 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

16
<PAGE>
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  did not 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 calculations may  or may  not reflect the
deduction of the  contingent deferred  sales charge which,  if reflected,  would
reduce  the  performance  quoted. The  Fund  may  also advertise  the  growth of
hypothetical investments of $10,000, $50,000 and $100,000 in shares of the Fund.
The Fund  from time  to time  may  also advertise  its performance  relative  to
certain  performance rankings and indexes compiled by independent organizations,
such as 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.

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                                                                              19
<PAGE>

DEAN WITTER
WORLD WIDE INVESTMENT TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

TRUSTEES
Jack F. Bennett
Michael Bozic
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
Mark Bavoso
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 MANAGER
Dean Witter InterCapital Inc.

SUB-ADVISER
Morgan Grenfell Investment Services
Limited


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