MORGAN STANLEY DEAN WITTER NEW YORK TAX FREE INCOME FUND
497, 1999-05-10
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<PAGE>
                                                        PROSPECTUS - MAY 1, 1999
 
Morgan Stanley Dean Witter
                                                   NEW YORK TAX-FREE INCOME FUND
 
                                 [COVER PHOTO]
 
                         A MUTUAL FUND THAT SEEKS A HIGH LEVEL OF CURRENT INCOME
                           EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY
                         INCOME TAX, CONSISTENT WITH THE PRESERVATION OF CAPITAL
 
  The Securities and Exchange Commission has not approved or disapproved these
                           securities or passed upon
    the adequacy of this PROSPECTUS. Any representation to the contrary is a
                               criminal offense.
<PAGE>
CONTENTS
 
<TABLE>
<S>                       <C>                                                     <C>
The Fund                  Investment Objective..................................                   1
                          Principal Investment Strategies.......................                   1
                          Principal Risks.......................................                   2
                          Past Performance......................................                   4
                          Fees and Expenses.....................................                   5
                          Additional Investment Strategy Information............                   6
                          Additional Risk Information...........................                   7
                          Fund Management.......................................                   8
 
Shareholder Information   Pricing Fund Shares...................................                   9
                          How to Buy Shares.....................................                   9
                          How to Exchange Shares................................                  10
                          How to Sell Shares....................................                  12
                          Distributions.........................................                  14
                          Tax Consequences......................................                  14
                          Share Class Arrangements..............................                  15
 
Financial Highlights      ......................................................                  22
 
Our Family of Funds       ......................................................   Inside Back Cover
 
                          THIS PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE FUND.
                          PLEASE READ IT CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.
</TABLE>
 
           FUND CATEGORY
           ---------------------------
       / / Growth
 
       / / Growth and Income
 
       /X/ INCOME
 
       / / Money Market
<PAGE>
(SIDEBAR)
INCOME
AN INVESTMENT OBJECTIVE HAVING THE PRIMARY GOAL OF SELECTING SECURITIES TO PAY
OUT INCOME.
(END SIDEBAR)
 
THE FUND
 
ICON  INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
           Morgan Stanley Dean Witter New York Tax-Free Income Fund is a mutual
           fund that seeks is to provide a high level of current income exempt
           from federal, New York state and New York City income tax or other
           local income taxes, consistent with the preservation of capital.
           There is no guarantee that the Fund will achieve this objective.
 
ICON  PRINCIPAL INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
           The Fund will normally invest at least 80% of its assets in
           securities that pay interest exempt from federal and New York state
           and New York City income taxes. The Fund's "Investment Manager"
           Morgan Stanley Dean Witter Advisors Inc., generally invests the
                            Fund's assets in investment grade, New York
                            municipal obligations. Municipal obligations are
                            bonds, notes or short-term commercial paper issued
                            by state governments, local governments and their
                            respective agencies. These municipal obligations
                            will have the following ratings at the time of
                            purchase:
 
                           - municipal bonds --              within the four
                                                             highest grades by
                                                             Moody's Investors
                                                             Service Inc.
                                                             ("Moody's"),
                                                             Standard & Poor's
                                                             Corporation
                                                             ("S&P"), or Fitch
                                                             IBCA, Inc.
                                                             ("Fitch");
 
                           - municipal notes --              within the two
                                                             highest grades or,
                                                             if not rated, have
                                                             outstanding bonds
                                                             within the four
                                                             highest grades by
                                                             Moody's, S&P or
                                                             Fitch; and
 
                           - municipal commercial paper --  within the highest
                                                            grade by Moody's,
                                                            S&P or Fitch.
 
           The Fund may also invest in unrated securities which are judged by
           the Investment Manager to have comparable quality to the securities
           described above.
 
           The Fund may invest up to 20% of its assets in taxable money market
           instruments, tax-exempt securities of other states and
           municipalities, futures and securities that pay interest income
           subject to the "alternative minimum tax". Since some investors may
           have to pay tax on a Fund distribution of this income, the Fund may
           not be a suitable investment for them. See the "Tax Consequences"
           section for more details.
 
           Municipal bonds, notes and commercial paper are commonly classified
           as either "general obligation" or "revenue." General obligation
           bonds, notes, and commercial paper are secured by the issuer's faith
           and credit, as well as its taxing power, for payment of principal and
           interest. Revenue bonds, notes and commercial paper,
 
                                                                               1
<PAGE>
           however, are generally payable from a specific source or income. They
           are issued to finance a wide variety of municipal projects which may
           include: educational, electric utility, hospital/healthcare,
           industrial development/pollution control, single & multi-family
           housing, transportation and water & sewer facilities. Included in the
           revenue bonds category are participations in lease obligations. The
           Fund's municipal obligation investments may include zero coupon
           securities, which are purchased at a discount and make no interest
           payments until maturity.
 
           In pursuing the Fund's investment objective, the Investment Manager
           has considerable leeway in deciding which investments it buys, holds
           or sells on a day-to-day basis -- and which investment strategies it
           uses. For example, the Investment Manager in its discretion may
           determine to use some permitted investment strategies while not using
           others.
 
ICON  PRINCIPAL RISKS
- --------------------------------------------------------------------------------
           The Fund's share price will fluctuate with changes in the market
           value of the Fund's portfolio securities. When you sell Fund shares,
           they may be worth less than what you paid for them and, accordingly,
           you can lose money investing in this Fund.
 
           CREDIT AND INTEREST RATE RISKS. Principal risks of investing in the
           Fund are associated with its municipal investment, particularly its
           concentration in municipal obligations of a single state. Municipal
           obligations, like other debt securities, are subject to two types of
           risks: credit risk and interest rate risk.
 
           Credit risk refers to the possibility that the issuer of a security
           will be unable or unwilling to make interest payments and/or repay
           the principal on its debt. In the case of revenue bonds, notes, or
           commercial paper, for example, the credit risk is the possibility
           that the user fees from a project or other specified revenue sources
           are insufficient to meet interest and/or principal payment
           obligations. Private activity bonds used to finance projects in
           sectors such as industrial development and pollution control may also
           be negatively impacted by the general credit of the user of the
           project. Unlike most fixed-income mutual funds, the Fund is subject
           to the added credit risk of concentrating its investments in a single
           state. The Fund could be affected by political, economic and
           regulatory developments concerning these issuers. Should any
           difficulties develop concerning these municipalities' abilities to
           pay principal and/or interest on their debt obligations, the Fund's
           value and yield could be adversely affected.
 
           Interest rate risk refers to fluctuations in the value of a
           fixed-income security resulting from changes in the general level of
           interest rates. When the general level of interest rates goes up, the
           prices of most fixed-income securities go down. When the general
           level of interest rates goes down, the prices of most fixed-income
           securities go up. Zero coupon securities are typically subject to
           greater price fluctuations than comparable
 
2
<PAGE>
           securities that pay current interest. A general illustration of the
           relationship between fixed-income securities and interest rates, the
           following table shows how interest rates affect bond prices.
 
           HOW INTEREST RATES AFFECT BOND PRICES
           ---------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                 PRICE PER $1,000 OF A MUNICIPAL
                                     BOND IF INTEREST RATES:
                                ----------------------------------
                                         INCREASE      DECREASE
                                        ----------  --------------
 BOND MATURITY                  COUPON   1%    2%     1%      2%
<S>                             <C>     <C>   <C>   <C>     <C>
- ------------------------------------------------------------------
 1 Year      1999               3.00%   $990  $981  $1,010  $1,020
- ------------------------------------------------------------------
 5 Years     2003               3.75%   $956  $914  $1,046  $1,095
- ------------------------------------------------------------------
 10 Years    2008               4.10%   $922  $852  $1,085  $1,180
- ------------------------------------------------------------------
 20 Years    2018               4.90%   $883  $785  $1,138  $1,302
- ------------------------------------------------------------------
 30 Years    2028               4.95%   $861  $749  $1,175  $1,396
- ------------------------------------------------------------------
</TABLE>
 
Source: MUNICIPAL MARKET DATA (a division of Thomson Financial Municipal Group):
"As a" yield curve as of 12/31/98.
*    Assumes no effect from market discount calculation.
**   Assumes bonds are non-callable.
 
           The Fund is not limited as to the maturities of the municipal
           obligations in which it may invest. Thus, a rise in the general level
           of interest rates may cause the price of the Fund's portfolio
           securities to fall substantially. In addition, while the Fund may
           invest in securities with the lowest investment grade rating. These
           securities may have speculative characteristics.
 
           OTHER RISKS. The performance of the Fund also will depend on whether
           the Investment Manager is successful in pursuing the Fund's
           investment strategy. The Fund is also subject to other risks from its
           permissible investments including the risks associated with its
           futures and lease obligations investments.
 
           Shares of the Fund are not bank deposits and are not guaranteed or
           insured by any bank, governmental entity, or the FDIC.
 
                                                                               3
<PAGE>
(SIDEBAR)
ANNUAL TOTAL RETURNS
THIS CHART SHOWS HOW THE PERFORMANCE OF THE FUND'S CLASS B SHARES HAS VARIED
FROM YEAR TO YEAR OVER THE LAST 10 CALENDAR YEARS.
AVERAGE ANNUAL
TOTAL RETURNS
THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL RETURNS WITH THOSE OF A BROAD
MEASURE OF MARKET PERFORMANCE OVER TIME. THE FUND'S RETURNS INCLUDE THE MAXIMUM
APPLICABLE SALES CHARGE FOR EACH CLASS AND ASSUME YOU SOLD YOUR SHARES AT THE
END OF EACH PERIOD.
(END SIDEBAR)
 
ICON  PAST PERFORMANCE
- --------------------------------------------------------------------------------
           The bar chart and table below provide some indication of the risks of
           investing in the Fund. The Fund's past performance does not indicate
 
           how the Fund will perform in the future.
 
ANNUAL TOTAL RETURNS - CALENDAR YEARS
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>        <C>
1989           9.34%
'90            4.01%
'91           12.94%
'92            8.70%
'93           11.72%
'94           -7.74%
'95           16.59%
'96            2.82%
'97            8.43%
'98            5.32%
</TABLE>
 
The bar chart reflects the performance of Class B shares; the performance of the
other Classes will differ because the Classes have different ongoing fees. The
performance information in the bar chart does not reflect the deduction of sales
charges; if these amounts were reflected, returns would be less than shown.
 
During the periods shown in the bar chart, the highest return for a calendar
quarter was 6.99% (quarter ended March 31, 1995) and the lowest return for a
calendar quarter was -6.07% (quarter ended March 31, 1994). Year-to-date total
return as of March 31, 1999 was 0.26%.
 
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIOD ENDED THE 1998 CALENDAR YEAR)
- -------------------------------------------------------------------------------
                                     PAST 1 YEAR   PAST 5 YEARS   PAST 10 YEARS
<S>                                  <C>           <C>            <C>
- -------------------------------------------------------------------------------
 Class A(1)                             1.19%           --               --
- -------------------------------------------------------------------------------
 Class B(1)(,2)                         0.42%         4.46%            7.02%
- -------------------------------------------------------------------------------
 Class C(1)                             4.32%           --               --
- -------------------------------------------------------------------------------
 Class D(1)                             6.12%           --               --
- -------------------------------------------------------------------------------
 Lehman Brothers Municipal Bond
 Index(2)                               6.48%         6.22%            8.22%
- -------------------------------------------------------------------------------
 Lipper New York Municipal Debt
 Funds Index(3)                         5.79%         5.26%            7.63%
- -------------------------------------------------------------------------------
</TABLE>
 
1    The Fund's returns include the maximum applicable sales charge for each
     Class and assume you sold your shares at the end of each period.
2    Prior to July 28, 1997, the Fund only issued Class B shares.
3    The Lehman Brothers Municipal Bond Index tracks the performance of
     municipal bonds with maturities of two years or more and a minimum credit
     rating of Baa or BBB, as measured by Moody's Investors Service, Inc. or
     Standard & Poor's Corp. The Index does not include any expenses or fees.
     The Index is unmanaged and should not be considered an investment.
4    The Lipper New York Municipal Debt Funds Index is an equally-weighted
     performance index of the largest qualifying funds (based on net assets) in
     the Lipper New York Municipal Debt Funds objective. The Index, which is
     adjusted for capital gains distributions and income dividends, is unmanaged
     and should not be considered an investment. There are currently 30 funds
     represented in this Index.
 
<PAGE>
(SIDEBAR)
SHAREHOLDER FEES
THESE FEES ARE PAID DIRECTLY FROM YOUR INVESTMENT.
ANNUAL FUND
OPERATING EXPENSES
THESE EXPENSES ARE DEDUCTED FROM THE FUND'S ASSETS AND ARE BASED ON EXPENSES
PAID FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998.
(END SIDEBAR)
 
ICON  FEES AND EXPENSES
- --------------------------------------------------------------------------------
           The Fund offers four Classes of shares: Classes A, B, C and D. Each
           Class has a different combination of fees, expenses and other
           features. The table below briefly describes the fees and expenses
           that you may pay if you buy and hold shares of the Fund. The Fund
           does not charge account or exchange fees. See the "Share Class
           Arrangements" section for further fee and expense information.
 
<TABLE>
<CAPTION>
                                                  CLASS A      CLASS B      CLASS C      CLASS D
<S>                                               <C>          <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------
 SHAREHOLDER FEES
- ------------------------------------------------------------------------------------------------
 Maximum sales charge (load) imposed on
 purchases (as a percentage of offering
 price)                                            4.25%(1)     None         None         None
- ------------------------------------------------------------------------------------------------
 Maximum deferred sales charge (load) (as a
 percentage based on the lesser of the
 offering price or net asset value at
 redemption)                                      None(2)       5.00%(3)     1.00%(4)     None
- ------------------------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES
- ------------------------------------------------------------------------------------------------
 Management fee                                    0.55%        0.55%        0.55%        0.55%
- ------------------------------------------------------------------------------------------------
 Distribution and service (12b-1) fees             0.24%        0.75%        0.75%        None
- ------------------------------------------------------------------------------------------------
 Other expenses                                    0.13%        0.13%        0.13%        0.13%
- ------------------------------------------------------------------------------------------------
 Total annual Fund operating expenses              0.92%        1.43%        1.43%        0.68%
- ------------------------------------------------------------------------------------------------
</TABLE>
 
1    Reduced for purchases of $25,000 and over.
2    Investments that are not subject to any sales charge at the time of
     purchase are subject to a contingent deferred sales charge ("CDSC") of
     1.00% that will be imposed on sales made within one year after purchase,
     except for certain specific circumstances.
3    The CDSC is scaled down to 1.00% during the sixth year, reaching zero
     thereafter. See "Share Class Arrangements" for a complete discussion of the
     CDSC.
4    Only applicable to sales made within one year after purchase.
 
           EXAMPLE
           This example is intended to help you compare the cost of investing in
           the Fund with the cost of investing in other mutual funds.
 
           The example assumes that you invest $10,000 in the Fund, your
           investment has a 5% return each year, and the Fund's operating
           expenses remain the same. Although your actual costs may be higher or
           lower, the tables below show your costs at the end of each period
           based on these assumptions depending upon whether or not you sell
           your shares at the end of each period.
 
<TABLE>
<CAPTION>
                         IF YOU SOLD YOUR SHARES:                    IF YOU HELD YOUR SHARES:
                 -----------------------------------------   -----------------------------------------
                 1 YEAR    3 YEARS    5 YEARS    10 YEARS    1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>              <C>       <C>        <C>        <C>         <C>       <C>        <C>        <C>
- ----------------------------------------------------------   -----------------------------------------
 CLASS A           $515      $706       $913       $1,508      $515      $706       $913       $1,508
- ----------------------------------------------------------   -----------------------------------------
 CLASS B           $646      $752       $982       $1,713      $146      $452       $782       $1,713
- ----------------------------------------------------------   -----------------------------------------
 CLASS C           $246      $452       $782       $1,713      $146      $452       $782       $1,713
- ----------------------------------------------------------   -----------------------------------------
 CLASS D           $ 69      $218       $379       $  847      $ 69      $218       $379       $  847
- ----------------------------------------------------------   -----------------------------------------
</TABLE>
 
                                                                               5
<PAGE>
ICON  ADDITIONAL INVESTMENT STRATEGY INFORMATION
- --------------------------------------------------------------------------------
           The Fund seeks to provide a high level of current income exempt from
           federal, New York State and New York City income tax, consistent with
           the preservation of capital. There is no guarantee that the Fund will
           achieve this objective.
 
           This section provides additional information concerning the Fund's
           principal strategies.
 
           The Fund's policy of investing at least 80% of its assets in
           securities the interest on which is exempt from federal income taxes
           and New York state income taxes, except for "defensive" investing
           discussed below, is fundamental. This fundamental policy may not be
           changed without shareholder approval.
 
           LEASE OBLIGATIONS. Included within the revenue bonds category are
           participations in lease obligations or installment purchase contracts
           of municipalities. Generally, state and local agencies or authorities
           issue lease obligations to finance equipment and facilities for
           public and private purposes.
 
           FUTURES. The Fund may purchase or sell futures contracts with respect
           to financial instruments and municipal bond indexes. Futures may be
           used to seek to hedge against interest rate changes.
 
           DEFENSIVE INVESTING. The Fund may take temporary "defensive"
           positions in attempting to respond to adverse market conditions. The
           Fund may invest any amount of its assets in taxable money market
           securities, non-New York tax-exempt securities or in tax-exempt
           securities subject to the alternative minimum tax for individual
           shareholders when the Investment Manager believes it is advisable to
           do so. The Fund will only purchase municipal obligations of other
           states that satisfy the same standards as set forth for the New York
           tax-exempt securities. Although taking a defensive posture is
           designed to protect the Fund from an anticipated market downturn, it
           could have the effect of reducing the Fund's ability to provide New
           York tax-exempt income.
 
6
<PAGE>
ICON  ADDITIONAL RISK INFORMATION
- --------------------------------------------------------------------------------
           This section provides additional information regarding the principal
           risks of investing in the Fund.
 
           BOND INSURANCE RISK. Many of the municipal obligations the Fund
           invests in will be covered by insurance at the time of issuance or at
           a later date. Such insurance covers the remaining term of the
           security. Insured municipal obligations would generally be assigned a
           lower rating if the rating were based primarily on the credit quality
           of the issuer without regard to the insurance feature. If the
           claims-paying ability of the insurer were downgraded, the ratings on
           the municipal obligations it insures may also be downgraded.
 
           LEASE OBLIGATIONS. Lease obligations may have risks not normally
           associated with general obligation or other revenue bonds. Leases and
           installment purchase or conditional sale contracts (which may provide
           for title to the leased asset to pass eventually to the issuer) have
           developed in part, as a means for governmental issuers to
           acquire property and equipment without the necessity of complying
           with the constitutional and statutory requirements generally
           applicable for the issuance of debt. Certain lease obligations
           contain "non-appropriation" clauses that provide that the
           governmental issuer has no obligation to make future payments under
           the lease or contract unless money is appropriated for that purpose
           by the appropriate legislative body on an annual or other periodic
           basis. Consequently, continued lease payments on those lease
           obligations containing "non-appropriation" clauses are dependent on
           future legislative actions. If these legislative actions do not
           occur, the holders of the lease obligation may experience difficulty
           in exercising their rights, including disposition of the property.
 
           FUTURES. If the Fund purchases and sells futures contracts, its
           participation in these markets would subject the Fund's portfolio to
           certain risks. The Investment Manager's predictions of movements in
           the direction of interest rate markets may be inaccurate, and the
           adverse consequences to the Fund (e.g., a reduction in the Fund's net
           asset value or a reduction in the amount of income available for
           distribution) may leave the Fund in a worse position than if these
           strategies were not used. Other risks inherent in the use of futures
           include, for example, the possible imperfect correlation between the
           price of futures contracts and movements in the prices of the
           securities being hedged, and the possible absence of a liquid
           secondary market for any particular instrument. The risk of imperfect
           correlations may be increased by the fact that futures contracts in
           which the Fund may invest are taxable securities rather than
           tax-exempt securities. The prices of taxable securities may not move
           in a similar manner to prices of tax-exempt securities.
 
           YEAR 2000. The Fund could be adversely affected if the computer
           systems necessary for the efficient operation of the Investment
           Manager, the Fund's other service providers and the markets and
           individual and governmental issuers in which the Fund invests do not
           properly process and calculate date-related information from and
           after January 1, 2000. While year 2000-related computer problems
           could have a negative effect on the
 
                                                                               7
<PAGE>
(SIDEBAR)
MORGAN STANLEY DEAN WITTER ADVISORS INC.
THE INVESTMENT MANAGER IS WIDELY RECOGNIZED AS A LEADER IN THE MUTUAL FUND
INDUSTRY AND TOGETHER WITH MORGAN STANLEY DEAN WITTER SERVICES COMPANY INC., ITS
WHOLLY-OWNED SUBSIDIARY, HAS MORE THAN $129 BILLION IN ASSETS UNDER MANAGEMENT
OR ADMINISTRATION AS OF MARCH 31, 1999.
(END SIDEBAR)
 
           Fund, the Investment Manager and affiliates are working hard to avoid
           any problems and to obtain assurances from their service providers
           that they are taking similar steps.
 
           In addition, it is possible that the markets for securities in which
           the Fund invests may be detrimentally affected by computer failures
           throughout the financial services industry beginning January 1, 2000.
           Improperly functioning trading systems may result in settlement
           problems and liquidity issues. In addition, governmental data
           processing errors may result in overall economic uncertainties.
           Earnings of individual issuers will be affected by remediation costs,
           which may be substantial. Accordingly, the Fund's investments may be
           adversely affected.
 
ICON  FUND MANAGEMENT
- --------------------------------------------------------------------------------
                             The Fund has retained the Investment Manager --
                             Morgan Stanley Dean Witter Advisors Inc. -- to
                             provide administrative services, manage its
                             business affairs and invest its assets, including
                             the placing of orders for the purchase and sale of
                             portfolio securities. The Investment Manager is a
                             wholly-owned subsidiary of Morgan Stanley Dean
                             Witter & Co., a preeminent global financial
                             services firm that maintains leading market
                             positions in each of its three primary businesses:
                             securities, asset management and credit services.
                             Its main business office is located at Two World
                             Trade Center, New York, New York 10048.
 
                             The Fund's portfolio is managed within the
                             Investment Manager's Tax-Exempt Group. James F.
                             Willison, a Senior Vice President of the Investment
                             Manager, has been a primary portfolio manager of
                             the Fund since its inception. Joseph R. Arcieri, a
                             Vice President of the Investment Manager, has been
                             a primary portfolio manager of
           the Fund since February 1997. Mr. Willison and Mr. Arcieri have been
           portfolio managers with the Investment Manager for over five years.
 
           The Fund pays the Investment Manager a monthly management fee as full
           compensation for the services and facilities furnished to the Fund,
           and for Fund expenses assumed by the Investment Manager. The fee is
           based on the Fund's average daily net assets. For the fiscal year
           ended December 31, 1998, the Fund accrued total compensation to the
           Investment Manager amounting to 0.55% of the Fund's average daily net
           assets.
 
8
<PAGE>
(SIDEBAR)
CONTACTING A FINANCIAL ADVISOR
IF YOU ARE NEW TO THE MORGAN STANLEY DEAN WITTER FAMILY OF FUNDS AND WOULD LIKE
TO CONTACT A FINANCIAL ADVISOR, CALL (800) THE-DEAN FOR THE TELEPHONE NUMBER OF
THE MORGAN STANLEY DEAN WITTER OFFICE NEAREST YOU. YOU MAY ALSO ACCESS OUR
OFFICE LOCATOR ON OUR INTERNET SITE AT: WWW.DEANWITTER.COM/FUNDS
(END SIDEBAR)
 
SHAREHOLDER INFORMATION
 
ICON  PRICING FUND SHARES
- --------------------------------------------------------------------------------
           The price of Fund shares (excluding sales charges), called "net asset
           value," is based on the value of the Fund's portfolio securities.
           While the assets of each Class are invested in a single portfolio of
           securities, the net asset value of each Class will differ because the
           Classes have different ongoing distribution fees.
 
           The net asset value per share of the Fund is determined once daily at
           4:00 p.m. Eastern time on each day that the New York Stock Exchange
           is open (or, on days when the New York Stock Exchange closes prior to
           4:00 p.m., at such earlier time). Shares will not be priced on days
           that the New York Stock Exchange is closed.
 
           The value of the Fund's portfolio securities (except for short-term
           taxable debt securities and certain other investments) are valued by
           an outside independent pricing service. The service uses a
           computerized grid matrix of tax-exempt securities and its evaluations
           in determining what it believes is the fair value of the portfolio
           securities. The Fund's Board of Trustees believes that timely and
           reliable market quotations are generally not readily available to the
           Fund to value tax-exempt securities and the valuations that the
           pricing service supplies are more likely to approximate the fair
           value of the securities.
 
           An exception to the Fund's general pricing policy concerns its
           short-term debt portfolio securities. Debt securities with remaining
           maturities of sixty days or less at the time of purchase are valued
           at amortized cost. However, if the cost does not reflect the
           securities' market value, these securities will be valued at their
           fair value.
 
ICON  HOW TO BUY SHARES
- --------------------------------------------------------------------------------
                            You may open a new account to buy Fund shares or buy
                            additional Fund shares for an existing account by
                            contacting your Morgan Stanley Dean Witter Financial
                            Advisor or other authorized financial
                            representative. Your Financial Advisor will assist
                            you, step-by-step, with the procedures to invest in
                            the Fund. You may also purchase shares directly by
                            calling the Fund's transfer agent and requesting an
                            application.
 
                            Because every investor has different immediate
                            financial needs and long-term investment goals, the
                            Fund offers investors four Classes of shares:
                            Classes A, B, C and D. Class D shares are only
                            offered to a limited group of investors. Each Class
                            of shares offers a distinct structure of sales
                            charges, distribution and service fees, and other
                            features that are designed to address a variety of
                            needs. Your Financial Advisor or other authorized
                            financial representative can help you decide which
                            Class may be most appropriate for you. When
                            purchasing Fund shares, you must specify which Class
                            of shares you wish to purchase.
 
                                                                               9
<PAGE>
(SIDEBAR)
EASYINVEST-SM-
A PURCHASE PLAN THAT ALLOWS
YOU TO TRANSFER MONEY AUTOMATICALLY FROM YOUR CHECKING OR SAVINGS ACCOUNT OR
FROM A MONEY MARKET FUND ON A SEMI-MONTHLY, MONTHLY OR QUARTERLY BASIS. CONTACT
YOUR MORGAN STANLEY DEAN WITTER FINANCIAL ADVISOR FOR FURTHER INFORMATION ABOUT
THIS SERVICE.
(END SIDEBAR)
 
           When you buy Fund shares, the shares are purchased at the next share
           price calculated, less any applicable front-end sales charge, after
           we receive your investment order in proper form. We reserve the right
           to reject any order for the purchase of Fund shares.
 
<TABLE>
<CAPTION>
MINIMUM INVESTMENT AMOUNTS
- ------------------------------------------------------------------------------------------------
                                                                            MINIMUM INVESTMENT
                                                                          ----------------------
 INVESTMENT OPTIONS                                                       INITIAL    ADDITIONAL
<S>                                  <C>                                  <C>        <C>
- ------------------------------------------------------------------------------------------------
 Regular accounts                                                          $ 1,000      $ 100
- ------------------------------------------------------------------------------------------------
 EASYINVEST-SM-                      (automatically from your checking
                                     or savings account or Money Market
                                     Fund)                                   $100*      $ 100*
- ------------------------------------------------------------------------------------------------
</TABLE>
 
*    Provided your schedule of investments totals $1,000 in twelve months.
 
                            There is no minimum investment amount if you
                            purchase Fund shares through: (1) the Investment
                            Manager's mutual fund asset allocation plan, (2) a
                            program, approved by the Fund's distributor, in
                            which you pay an asset-based fee for advisory,
                            administrative and/or brokerage services, or (3)
                            employer-sponsored employee benefit plan accounts.
 
           INVESTMENT OPTIONS FOR CERTAIN INSTITUTIONAL AND OTHER
           INVESTORS/CLASS D SHARES. To be eligible to purchase Class D shares,
           you must qualify under one of the investor categories specified in
           the "Share Class Arrangements" section of this PROSPECTUS.
 
           THREE DAY SETTLEMENT. Fund shares are sold through the Fund's
           distributor. Morgan Stanley Dean Witter Distributors Inc., on a
           normal three business day basis; that is, your payment for Fund
           shares is due on the third business day (settlement day) after you
           place a purchase order.
 
           SUBSEQUENT INVESTMENTS SENT DIRECTLY TO THE FUND. In addition to
           buying additional Fund shares for an existing account by contacting
           your Morgan Stanley Dean Witter Financial Advisor, you may send a
           check directly to the Fund. To buy additional shares in this manner:
 
           - Write a "letter of instruction" to the Fund specifying the name(s)
             on the account, the account number, the social security or tax
             identification number, the Class of shares you wish to purchase and
             the investment amount (which would include any applicable front-end
             sales charge). The letter must be signed by the account owner(s).
 
           - Make out a check for the total amount payable to: Morgan Stanley
             Dean Witter New York Tax-Free Income Fund.
 
           - Mail the letter and check to Morgan Stanley Dean Witter Trust FSB
             at P.O. Box 1040, Jersey City, NJ 07303.
 
ICON  HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
           PERMISSIBLE FUND EXCHANGES. You may exchange shares of any Class of
           the Fund for the same Class of any other continuously offered
           Multi-Class Fund, without the imposition of an exchange fee. See the
           inside back cover of this PROSPECTUS for each Morgan Stanley Dean
           Witter Fund's designation as a Multi-Class Fund. If a Morgan
 
10
<PAGE>
           Stanley Dean Witter Fund is not listed, consult the inside back cover
           of that Fund's PROSPECTUS for its designation. For purposes of
           exchanges, shares of FSC Funds (subject to a front-end sales charge)
           are treated as Class A shares of a Multi-Class Fund.
 
           Exchanges may be made after shares of the Fund acquired by purchase
           have been held for thirty days. There is no waiting period for
           exchanges of shares acquired by exchange or dividend reinvestment.
           The current PROSPECTUS for each fund describes its investment
           objective(s), policies and investment minimums and should be read
           before investment.
 
           EXCHANGE PROCEDURES. You can process an exchange by contacting your
           Morgan Stanley Dean Witter Financial Advisor or other authorized
           financial representative. Otherwise, you must forward an exchange
           privilege authorization form to the Fund's transfer agent - Morgan
           Stanley Dean Witter Trust FSB - and then write the transfer agent or
           call (800) 869-NEWS to place an exchange order. You can obtain an
           exchange privilege authorization form by contacting your Financial
           Advisor or other authorized financial representative, or by calling
           (800) 869-NEWS. If you hold share certificates, no exchanges may be
           processed until we have received all applicable share certificates.
 
           An exchange to any Morgan Stanley Dean Witter Fund (except a Money
           Market Fund) is made on the basis of the next calculated net asset
           values of the Funds involved after the exchange instructions are
           accepted. When exchanging into a Money Market Fund, the Fund's shares
           are sold at their next calculated net asset value and the Money
           Market Fund's shares are purchased at their net asset value on the
           following business day.
 
           The Fund may terminate or revise the exchange privilege upon required
           notice. Certain services normally available to shareholders of Money
           Market Funds, including the check writing privilege, are not
           available for Money Market Fund shares you acquire in an exchange.
 
           TELEPHONE EXCHANGES. For your protection when calling Morgan Stanley
           Dean Witter Trust FSB, we will employ reasonable procedures to
           confirm that exchange instructions communicated over the telephone
           are genuine. These procedures may include requiring various forms of
           personal identification such as name, mailing address, social
           security or other tax identification number. Telephone instructions
           also may be recorded.
 
           Telephone instructions will be accepted if received by the Fund's
           transfer agent between 9:00 a.m. and 4:00 p.m. Eastern time on any
           day the New York Stock Exchange is open for business. 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 Fund in the past.
 
           MARGIN ACCOUNTS. If you have pledged your Fund shares in a margin
           account, contact your Morgan Stanley Dean Witter Financial Advisor or
           other authorized financial representative regarding restrictions on
           the exchange of such shares.
 
           TAX CONSIDERATIONS OF EXCHANGES. If you exchange shares of the Fund
           for shares of another Morgan Stanley Dean Witter Fund there are
           important tax considerations. For tax purposes, the exchange out of
           the Fund is considered a sale of Fund shares - and the exchange into
           the other Fund is considered a purchase. As a result, you may realize
           a capital gain or loss.
 
           You should review the "Tax Consequences" section and consult your own
           tax professional about the tax consequences of an exchange.
 
                                                                              11
<PAGE>
           FREQUENT EXCHANGES. A pattern of frequent exchanges may result in the
           Fund limiting or prohibiting, at its discretion, additional purchases
           and/or exchanges. The Fund will notify you in advance of limiting
           your exchange privileges.
 
           CDSC CALCULATIONS ON EXCHANGES. See the "Share Class Arrangements"
           section of this PROSPECTUS for a discussion of how applicable
           contingent deferred sales charges (CDSCs) are calculated for shares
           of one Morgan Stanley Dean Witter Fund that are exchanged for shares
           of another.
 
           For further information regarding exchange privileges, you should
           contact your Morgan Stanley Dean Witter Financial Advisor or call
           (800) 869-NEWS.
 
ICON  HOW TO SELL SHARES
- --------------------------------------------------------------------------------
           You can sell some or all of your Fund shares at any time. If you sell
           Class A, Class B or Class C shares, your net sale proceeds are
           reduced by the amount of any applicable CDSC. Your shares will be
           sold at the next share price calculated after we receive your order
           to sell as described below.
 
<TABLE>
<CAPTION>
 OPTIONS            PROCEDURES
<S>                 <C>
- --------------------------------------------------------------------------------
 Contact your       To sell your shares, simply call your Morgan Stanley Dean
 Financial Advisor  Witter Financial Advisor or other authorized financial
                    representative.
                    ------------------------------------------------------------
 ICON               Payment will be sent to the address to which the account is
                    registered or deposited in your brokerage account.
- --------------------------------------------------------------------------------
 By Letter          You can also sell your shares by writing a "letter of
                    instruction" that includes:
 ICON               - your account number;
                    - the dollar amount or the number of shares you wish to
                      sell;
                    - the Class of shares you wish to sell; and
                    - the signature of each owner as it appears on the account.
                    ------------------------------------------------------------
                    If you are requesting payment to anyone other than the
                    registered owner(s) or that payment be sent to any address
                    other than the address of the registered owner(s) or pre-
                    designated bank account, you will need a signature
                    guarantee. You can obtain a signature guarantee from an
                    eligible guarantor acceptable to Morgan Stanley Dean Witter
                    Trust FSB. (You should contact Morgan Stanley Dean Witter
                    Trust FSB at (800) 869-NEWS for a determination as to
                    whether a particular institution is an eligible guarantor.)
                    A notary public CANNOT provide a signature guarantee.
                    Additional documentation may be required for shares held by
                    a corporation, partnership, trustee or executor.
                    ------------------------------------------------------------
                    Mail the letter to Morgan Stanley Dean Witter Trust FSB at
                    P.O. Box 983, Jersey City, New Jersey 07303. If you hold
                    share certificates, you must return the certificates, along
                    with the letter and any required additional documentation.
                    ------------------------------------------------------------
                    A check will be mailed to the name(s) and address in which
                    the account is registered, or otherwise according to your
                    instructions.
- --------------------------------------------------------------------------------
 Systematic         If your investment in all of the Morgan Stanley Dean Witter
 Withdrawal Plan    Family of Funds has a total market value of at least
 ICON               $10,000, you may elect to withdraw amounts of $25 or more,
                    or in any whole percentage of a Fund's balance (provided the
                    amount is at least $25), on a monthly, quarterly,
                    semi-annual or annual basis, from any Fund with a balance of
                    at least $1,000. Each time you add a Fund to the plan, you
                    must meet the plan requirements.
                    ------------------------------------------------------------
                    Amounts withdrawn are subject to any applicable CDSC. A CDSC
                    may be waived under certain circumstances. See the Class B
                    waiver categories listed in the "Share Class Arrangements"
                    section of this PROSPECTUS.
                    ------------------------------------------------------------
</TABLE>
 
12
<PAGE>
<TABLE>
<CAPTION>
 OPTIONS            PROCEDURES
- --------------------------------------------------------------------------------
<S>                 <C>
 Systematic         To sign up for the Systematic Withdrawal Plan, contact your
 Withdrawal Plan,   Morgan Stanley Dean Witter Financial Advisor or call (800)
 continued          869-NEWS. You may terminate or suspend your plan at any
                    time. Please remember that withdrawals from the plan are
                    sales of shares, not Fund "distributions," and ultimately
                    may exhaust your account balance. The Fund may terminate or
                    revise the plan at any time.
- --------------------------------------------------------------------------------
</TABLE>
 
           PAYMENT FOR SOLD SHARES. After we receive your complete instructions
           to sell as described above, a check will be mailed to you within
           seven days, although we will attempt to make payment within one
           business day. Payment may also be sent to your brokerage account.
 
           Payment may be postponed or the right to sell your shares suspended
           under unusual circumstances. If you request to sell shares that were
           recently purchased by check, payment of the sale proceeds may be
           delayed for the minimum time needed to verify that the check has been
           honored (not more than fifteen days from the time we receive the
           check).
 
           REINSTATEMENT PRIVILEGE. If you sell Fund shares and have not
           previously exercised the reinstatement privilege, you may, within 35
           days after the date of sale, invest any portion of the proceeds in
           the same Class of Fund shares at their net asset value and receive a
           pro rata credit for any CDSC paid in connection with the sale.
 
           INVOLUNTARY SALES. The Fund reserves the right, on sixty days'
           notice, to sell the shares of any shareholder (other than shares held
           in an IRA or 403(b) Custodial Account) whose shares, due to sales by
           the shareholder, have a value below $100, or in the case of an
           account opened through EASYINVEST -SM-, if after 12 months the
           shareholder has invested less than $1,000 in the account.
 
           However, before the Fund sells your shares in this manner, we will
           notify you and allow you sixty days to make an additional investment
           in an amount that will increase the value of your account to at least
           the required amount before the sale is processed. No CDSC will be
           imposed on any involuntary sale.
 
           MARGIN ACCOUNTS. Certain restrictions may apply to Fund shares
           pledged in margin accounts with Dean Witter Reynolds or another
           authorized broker-dealer of Fund shares. If you hold Fund shares in
           this manner, please contact your Morgan Stanley Dean Witter Financial
           Advisor or other authorized financial representative for more
           details.
 
                                                                              13
<PAGE>
(SIDEBAR)
TARGETED DIVIDENDS-SM-
YOU MAY SELECT TO HAVE YOUR FUND DISTRIBUTIONS AUTOMATICALLY INVESTED IN OTHER
CLASSES OF FUND SHARES OR CLASSES OF ANOTHER MORGAN STANLEY DEAN WITTER FUND
THAT YOU OWN. CONTACT YOUR MORGAN STANLEY DEAN WITTER FINANCIAL ADVISOR FOR
FURTHER INFORMATION ABOUT THIS SERVICE.
(END SIDEBAR)
 
ICON  DISTRIBUTIONS
- --------------------------------------------------------------------------------
           The Fund passes substantially all of its earnings from income and
           capital gains along to its investors as "distributions." The Fund
           earns interest from fixed-income investments. These amounts are
           passed along to Fund shareholders as "income dividend distributions."
                            The Fund realizes capital gains whenever it sells
                            securities for a higher price than it paid for them.
                            These amounts may be passed along as "capital gain
                            distributions."
 
                            The Fund declares income dividends separately for
                            each Class. Distributions paid on Class A and Class
                            D shares will be higher than for Class B and Class C
                            because distribution fees that Class B and Class C
                            pay are higher. Normally, income dividends are
                            declared on each day the New York Stock Exchange is
                            open for business, and are distributed to
                            shareholders monthly, and capital gains are
                            distributed at least annually in December. The Fund,
                            however, may retain and reinvest any long-term
                            capital gains. The Fund may at times make payments
                            from sources other than income or capital gains that
                            represent a return of a portion of your investment.
 
           Distributions are reinvested automatically in additional shares of
           the same Class and automatically credited to your account, unless you
           request in writing that all distributions be paid in cash. If you
           elect the cash option, the Fund will mail a check to you no later
           than seven business days after the distribution is declared. No
           interest will accrue on uncashed checks. If you wish to change how
           your distributions are paid, your request should be received by the
           Fund's transfer agent, Morgan Stanley Dean Witter Trust FSB, at least
           five business days prior to the record date of the distributions.
 
ICON  TAX CONSEQUENCES
- --------------------------------------------------------------------------------
           As with any investment, you should consider how your Fund investment
           will be taxed. The tax information in this PROSPECTUS is provided as
           general information. You should consult your own tax professional
           about the tax consequences of an investment in the Fund.
 
           You need to be aware of the possible tax consequences when:
 
           - The Fund makes distributions; and
 
           - You sell Fund shares, including an exchange to another Morgan
             Stanley Dean Witter Fund.
 
           TAXES ON DISTRIBUTIONS. Your income dividend distributions are
           normally exempt from federal and New York's personal income taxes --
           to the extent they are derived from New York's municipal obligations.
           Income derived from other portfolio securities may be subject to
           federal, state and/or local income taxes.
 
           Income derived from some municipal securities is subject to the
           federal "alternative minimum tax." Certain tax-exempt securities
           whose proceeds are used to finance
 
14
<PAGE>
           private, for-profit organizations are subject to this special tax
           system that ensures that individuals pay at least some federal taxes.
           Although interest on these securities is generally exempt from
           federal income tax, some taxpayers who have many tax deductions or
           exemptions nevertheless may have to pay tax on the income.
 
           The Fund may derive gains in part from municipal obligations the Fund
           purchased below their principal or face values. All, or a portion, of
           these gains may be taxable to you as ordinary income rather than
           capital gains.
 
           If you borrow money to purchase shares of the Fund, the interest on
           the borrowed money is generally not deductible for personal income
           tax purposes.
 
           If the Fund makes any capital gain distributions, those distributions
           will normally be subject to federal and New York income tax when they
           are paid, whether you take them in cash or reinvest them in the Fund
           shares. Any long-term capital gain distributions are taxable to you
           as long-term capital gains, no matter how long you have owned shares
           in the Fund.
 
           Every January, you will be sent a statement (IRS Form 1099-DIV)
           showing the taxable distributions paid to you in the previous year.
           The statement provides full information on your dividends and capital
           gains for tax purposes.
 
           TAXES ON SALES. Your sale of Fund shares normally is subject to
           federal and state income tax and may result in a taxable gain or loss
           to you. A sale also may be subject to local income tax. Your exchange
           of Fund shares for shares of another Morgan Stanley Dean Witter Fund
           is treated for tax purposes like a sale of your original shares and a
           purchase of your new shares. Thus, the exchange may, like a sale,
           result in a taxable gain or loss to you and will give you a new tax
           basis for your new shares.
 
           When you open your Fund account, you should provide your social
           security or tax identification number on your investment application.
           By providing this information, you will avoid being subject to a
           federal backup withholding tax of 31% on taxable distributions and
           redemption proceeds. Any withheld amount would be sent to the IRS as
           an advance tax payment.
 
ICON  SHARE CLASS ARRANGEMENTS
- --------------------------------------------------------------------------------
           The Fund offers several Classes of shares having different
           distribution arrangements designed to provide you with different
           purchase options according to your investment needs. Your Morgan
           Stanley Dean Witter Financial Advisor or other authorized financial
           representative can help you decide which Class may be appropriate for
           you.
 
           The general public is offered three Classes: Class A shares, Class B
           shares and Class C shares, which differ principally in terms of sales
           charges and ongoing expenses. A fourth Class, Class D shares, is
           offered only to a limited category of investors. Shares that you
           acquire through reinvested distributions will not be subject to any
           front-end sales charge or CDSC - contingent deferred sales charge.
           Sales Personnel may receive different compensation for selling each
           Class of shares. The sales charges applicable to each Class provide
           for the distribution financing of shares of that Class.
 
                                                                              15
<PAGE>
(SIDEBAR)
FRONT-END SALES CHARGE OR FSC
AN INITIAL SALES CHARGE YOU PAY WHEN PURCHASING CLASS A SHARES THAT IS BASED ON
A PERCENTAGE OF THE OFFERING PRICE. THE PERCENTAGE DECLINES BASED UPON THE
DOLLAR VALUE OF CLASS A SHARES YOU PURCHASE. WE OFFER THREE WAYS TO REDUCE YOUR
CLASS A SALES CHARGES - THE COMBINED PURCHASE PRIVILEGE, RIGHT OF ACCUMULATION
AND LETTER OF INTENT.
(END SIDEBAR)
 
           The chart below compares the sales charge and annual 12b-1 fee
           applicable to each Class:
 
<TABLE>
<CAPTION>
CLASS   SALES CHARGE                              ANNUAL 12b-1 FEE
<S>     <C>                                       <C>
- ------------------------------------------------------------------
 A      Maximum 4.25% initial sales charge
        reduced for purchase of $25,000 or more;
        shares sold without an initial sales
        charge are generally subject to a 1.0%
        CDSC during the first year                          0.25%
- ------------------------------------------------------------------
 B      Maximum 5.0% CDSC during the first year
        decreasing to 0% after six years                    0.75%
- ------------------------------------------------------------------
 C      1.0% CDSC during the first year                     0.75%
- ------------------------------------------------------------------
 D      None                                                  None
- ------------------------------------------------------------------
</TABLE>
 
         CLASS A SHARES  Class A shares are sold at net asset value plus an
        initial sales charge of up to 4.25%. The initial sales charge is reduced
           for purchases of $25,000 or more according to the schedule below.
           Investments of $1 million or more are not subject to an initial sales
           charge, but are generally subject to a contingent deferred sales
           charge, or CDSC, of 1.0% on sales made within one year after the last
           day of the month of purchase. The CDSC will be assessed in the same
           manner and with the same CDSC waivers as with Class B shares. Class A
           shares are also subject to a distribution (12b-1) fee of up to 0.25%
           of the average daily net assets of the Class.
 
                            The offering price of Class A shares includes a
                            sales charge (expressed as a percentage of the
                            offering price) on a single transaction as shown in
                            the following table:
 
<TABLE>
<CAPTION>
                                                      FRONT-END SALES CHARGE
                                          ----------------------------------------------
                                              PERCENTAGE OF       APPROXIMATE PERCENTAGE
 AMOUNT OF SINGLE TRANSACTION             PUBLIC OFFERING PRICE     OF AMOUNT INVESTED
<S>                                       <C>                     <C>
- ----------------------------------------------------------------------------------------
 Less than $25,000                                 4.25%                    4.44%
- ----------------------------------------------------------------------------------------
 $25,000 but less than $50,000                     4.00%                    4.17%
- ----------------------------------------------------------------------------------------
 $50,000 but less than $100,000                    3.50%                    3.63%
- ----------------------------------------------------------------------------------------
 $100,000 but less than $250,000                   2.75%                    2.83%
- ----------------------------------------------------------------------------------------
 $250,000 but less than $1 million                 1.75%                    1.78%
- ----------------------------------------------------------------------------------------
 $1 million and over                                  0                        0
- ----------------------------------------------------------------------------------------
</TABLE>
 
           The reduced sales charge schedule is applicable to purchases of Class
           A shares in a single transaction by:
 
           - A single account (including an individual, trust or fiduciary
             account).
 
           - Family member accounts (limited to husband, wife and children under
             the age of 21).
 
           - Pension, profit sharing or other employee benefit plans of
             companies and their affiliates.
 
           - Tax-exempt organizations.
 
           - Groups organized for a purpose other than to buy mutual fund
             shares.
 
16
<PAGE>
           COMBINED PURCHASE PRIVILEGE. You also will have the benefit of
           reduced sales charges by combining purchases of Class A shares of the
           Fund in a single transaction with purchases of Class A shares of
           other Multi-Class Funds and shares of FSC Funds.
 
           RIGHT OF ACCUMULATION. You also may benefit from a reduction of sales
           charges if the cumulative net asset value of Class A shares of the
           Fund purchased in a single transaction, together with shares of other
           Funds you currently own which were previously purchased at a price
           including a front-end sales charge (including shares acquired through
           reinvestment of distributions), amounts to $25,000 or more. Also, if
           you have a cumulative net asset value of all your Class A and Class D
           shares equal to at least $5 million, you are eligible to purchase
           Class D shares of any Fund subject to the Fund's minimum initial
           investment requirement.
 
           You must notify your Morgan Stanley Dean Witter Financial Advisor or
           other authorized financial representative (or Morgan Stanley Dean
           Witter Trust FSB if you purchase directly through the Fund), at the
           time a purchase order is placed, that the purchase qualifies for the
           reduced charge under the Right of Accumulation. Similar notification
           must be made in writing when an order is placed by mail. The reduced
           sales charge will not be granted if: (i) notification is not
           furnished at the time of the order; or (ii) a review of the records
           of Dean Witter Reynolds or other authorized dealer of Fund shares or
           the Fund's transfer agent does not confirm your represented holdings.
 
           LETTER OF INTENT. The schedule of reduced sales charges for larger
           purchases also will be available to you if you enter into a written
           "letter of intent." A letter of intent provides for the purchase of
           shares within a thirteen-month period. It is available for purchases
           of Class A shares of Multi-Class Funds and/or shares of FSC Funds.
           The initial purchase under a letter of intent must be at least 5% of
           the stated investment goal. To determine the applicable sales charge
           reduction, you may also include: (1) the cost of shares of other
           Morgan Stanley Dean Witter Funds which were previously purchased at a
           price including a front-end sales charge during the 90-day period
           prior to the distributor receiving the letter of intent, and (2) the
           cost of shares of other Funds you currently own acquired in exchange
           for shares of Funds purchased during that period at a price including
           a front-end sales charge. You can obtain a letter of intent by
           contacting your Morgan Stanley Dean Witter Financial Advisor or other
           authorized financial representative, or by calling (800) 869-NEWS. If
           you do not achieve the stated investment goal within the
           thirteen-month period, you are required to pay the difference between
           the sales charges otherwise applicable and sales charges actually
           paid.
 
           OTHER FRONT-END SALES CHARGE WAIVERS. In addition to investments of
           $1 million or more, your purchase of Class A shares is not subject to
           a front-end sales charge (or a CDSC upon sale) if your account
           qualifies under one of the following categories:
 
           - A trust for which Morgan Stanley Dean Witter Trust FSB provides
             discretionary trustee services.
 
           - Persons participating in a fee-based investment program (subject to
             all of its terms and conditions, including mandatory sale or
             transfer restrictions on termination) approved by the Fund's
             distributor pursuant to which they pay an asset-based fee for
             investment advisory, administrative and/or brokerage services.
 
                                                                              17
<PAGE>
           - A client of a Morgan Stanley Dean Witter Financial Advisor who
             joined us from another investment firm within six months prior to
             the date of purchase of Fund shares, and used the proceeds from the
             sale of shares of a proprietary mutual fund of that Financial
             Advisor's previous firm that imposed either a front-end or deferred
             sales charge to purchase Class A shares, provided that: (1) you
             sold the shares not more than 60 days prior to purchase, and (2)
             the sale proceeds were maintained in the interim in cash or a money
             market fund.
 
           - Current or retired Directors/Trustees of the Morgan Stanley Dean
             Witter Funds, such persons' spouses and children under the age of
             21, and trust accounts for which any of such persons is a
             beneficiary.
 
           - Current or retired directors, officers and employees of Morgan
             Stanley Dean Witter & Co. and any of its subsidiaries, such
             persons' spouses and children under the age of 21, and trust
(SIDEBAR)    accounts for which any of such persons is a beneficiary.
CONTINGENT DEFERRED SALES CHARGE OR CDSC
A FEE YOU PAY WHEN YOU SELL SHARES OF CERTAIN MORGAN STANLEY DEAN WITTER FUNDS
PURCHASED WITHOUT AN INITIAL SALES CHARGE. THIS FEE DECLINES THE LONGER YOU HOLD
YOUR SHARES AS SET FORTH IN THE TABLE.
(END SIDEBAR)
 
         CLASS B SHARES  Class B shares are offered at net asset value with no
        initial sales charge but are subject to a contingent deferred sales
           charge, or CDSC, as set forth in the table below. For the purpose of
           calculating the CDSC, shares are deemed to have been purchased on the
           last day of the month during which they were purchased.
 
<TABLE>
<CAPTION>
 YEAR SINCE PURCHASE PAYMENT MADE         CDSC AS A PERCENTAGE OF 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>
 
           Each time you place an order to sell or exchange shares, shares with
           no CDSC will be sold or exchanged first, then shares with the lowest
           CDSC will be sold or exchanged next. For any shares subject to a
           CDSC, the CDSC will be assessed on an amount equal to the lesser of
           the current market value or the cost of the shares being sold.
 
           CDSC WAIVERS. A CDSC, if otherwise applicable, will be waived in the
           case of:
 
           - Sales of shares held at the time you die or become disabled (within
             the definition in Section 72(m)(7) of the Internal Revenue Code
             which relates to the ability to engage in gainful employment), if
             the shares are: (i) registered either in your name (not a trust) or
             in the names of you and your spouse as joint tenants with right of
             survivorship; or (ii) held in a qualified corporate or
             self-employed retirement plan, IRA or 403(b) Custodial Account,
             provided in either case that the sale is requested within one year
             of your death or initial determination of disability.
 
           - Sales in connection with the following retirement plan
             "distributions": (i) lump-sum or other distributions from a
             qualified corporate or self-employed retirement plan
 
18
<PAGE>
             following retirement (or, in the case of a "key employee" of a "top
             heavy" plan, following attainment of age 59 1/2); (ii)
             distributions from an IRA or 403(b) Custodial Account following
             attainment of age 59 1/2; or (iii) a tax-free return of an excess
             IRA contribution (a "distribution" does not include a direct
             transfer of IRA, 403(b) Custodial Account or retirement plan assets
             to a successor custodian or trustee).
 
           - Sales of shares in connection with the Systematic Withdrawal Plan
             of up to 12% annually of the value of each Fund from which plan
             sales are made. The percentage is determined on the date you
             establish the Systematic Withdrawal Plan and based on the next
             calculated share price. You may have this CDSC waiver applied in
             amounts up to 1% per month, 3% per quarter, 6% semi-annually or 12%
             annually. Shares with no CDSC will be sold first, followed by those
             with the lowest CDSC. As such, the waiver benefit will be reduced
             by the amount of your shares that are not subject to a CDSC. If you
             suspend your participation in the plan, you may later resume plan
             payments without requiring a new determination of the account value
             for the 12% CDSC waiver.
 
           All waivers will be granted only following the Distributor receiving
           confirmation of your entitlement. If you believe you are eligible for
           a CDSC waiver, please contact your Financial Advisor or call (800)
           869-NEWS.
 
           DISTRIBUTION FEE. Class B shares are also subject to an annual
           distribution (12b-1) fee of 0.75% of the lesser of: (a) the average
           daily aggregate gross purchases by all shareholders of the Fund's
           Class B shares since the inception of the Fund (not including
           reinvestment of dividends or capital gains distributions), less the
           average daily aggregate net asset value of the Fund's Class B shares
           sold by all shareholders since the Fund's inception upon which a CDSC
           has been imposed or waived, or (b) the average daily net assets of
           Class B.
 
           CONVERSION FEATURE. After ten (10) years, Class B shares will convert
           automatically to Class A shares of the Fund with no initial sales
           charge. The ten year period runs from the last day of the month in
           which the shares were purchased, or in the case of Class B shares
           acquired through an exchange, from the last day of the month in which
           the original Class B shares were purchased; the shares will convert
           to Class A shares based on their relative net asset values in the
           month following the ten year period. At the same time, an equal
           proportion of Class B shares acquired through automatically
           reinvested distributions will convert to Class A shares on the same
           basis. (Class B shares held before May 1, 1997, however, will convert
           to Class A shares in May 2007.)
 
           Currently, the Class B share conversion is not a taxable event; the
           conversion feature may be cancelled if it is deemed a taxable event
           in the future by the Internal Revenue Service.
 
           If you exchange your Class B shares for shares of a Money Market
           Fund, No-Load Fund or Short-Term U.S. Treasury Trust, the holding
           period for conversion is frozen as of the last day of the month of
           the exchange and resumes on the last day of the month you exchange
           back into Class B shares.
 
                                                                              19
<PAGE>
           EXCHANGING SHARES SUBJECT TO A CDSC. There are special considerations
           when you exchange Fund shares that are subject to a CDSC. When
           determining the length of time you held the shares and the
           corresponding CDSC rate, any period (starting at the end of the
           month) during which you held shares of a fund that does NOT charge a
           CDSC WILL NOT BE COUNTED. Thus, in effect the "holding period" for
           purposes of calculating the CDSC is frozen upon exchanging into a
           fund that does not charge a CDSC.
 
           For example, if you held Class B shares of the Fund for one year,
           exchanged to Class B of another Morgan Stanley Dean Witter
           Multi-Class Fund for another year, then sold your shares, a CDSC rate
           of 4% would be imposed on the shares based on a two year holding
           period -- one year for each Fund. However, if you had exchanged the
           shares of the Fund for a Money Market Fund (which does not charge a
           CDSC) instead of the Multi-Class Fund, then sold your shares, a CDSC
           rate of 5% would be imposed on the shares based on a one year holding
           period. The one year in the Money Market Fund would not be counted.
           Nevertheless, if shares subject to a CDSC are exchanged for a Fund
           that does not charge a CDSC, you will receive a credit when you sell
           the shares equal to the distribution (12b-1) fees you paid on those
           shares while in that Fund up to the amount of any applicable CDSC.
 
           In addition, shares that are exchanged into or from a Morgan Stanley
           Dean Witter Fund subject to a higher CDSC rate will be subject to the
           higher rate, even if the shares are re-exchanged into a Fund with a
           lower CDSC rate.
 
         CLASS C SHARES  Class C shares are sold at net asset value with no
        initial sales charge but are subject to a CDSC of 1.0% on sales made
           within one year after the last day of the month of purchase. The CDSC
           will be assessed in the same manner and with the same CDSC waivers as
           with Class B shares.
 
           DISTRIBUTION FEE. Class C shares are subject to an annual
           distribution (12b-1) fee of up to 0.75% of the average daily net
           assets of that Class. The Class C shares' distribution fee may cause
           that Class to have higher expenses and pay lower dividends than Class
           A or Class D shares. Unlike Class B shares, Class C shares have no
           conversion feature and, accordingly, an investor that purchases Class
           C shares may be subject to distribution (12b-1) fees applicable to
           Class C shares for an indefinite period.
 
         CLASS D SHARES  Class D shares are offered without any sales charge on
        purchases or sales and without any distribution (12b-1) fee. Class D
           shares are offered only to investors meeting an initial investment
           minimum of $5 million and the following investor categories:
 
           - Investors participating in the Investment Manager's mutual fund
             asset allocation program (subject to all of its terms and
             conditions, including mandatory sale or transfer restrictions on
             termination) pursuant to which they pay an asset-based fee.
 
20
<PAGE>
           - Persons participating in a fee-based investment program (subject to
             all of its terms and conditions, including mandatory sale or
             transfer restrictions on termination) approved by the Fund's
             distributor pursuant to which they pay an asset-based fee for
             investment advisory, administrative and/or brokerage services.
 
           - Certain unit investment trusts sponsored by Dean Witter Reynolds.
 
           - Certain other open-end investment companies whose shares are
             distributed by the Fund's distributor.
 
           - Investors who were shareholders of the Dean Witter Retirement
             Series on September 11, 1998 for additional purchases for their
             former Dean Witter Retirement Series accounts.
 
           MEETING CLASS D ELIGIBILITY MINIMUMS. To meet the $5 million initial
           investment to qualify to purchase Class D shares you may combine: (1)
           purchases in a single transaction of Class D shares of the Fund and
           other Morgan Stanley Dean Witter Multi-Class Funds and/or (2)
           previous purchases of Class A and Class D shares of Multi-Class Funds
           and shares of FSC Funds you currently own, along with shares of
           Morgan Stanley Dean Witter Funds you currently own that you acquired
           in exchange for those shares.
 
         NO SALES CHARGES FOR REINVESTED CASH DISTRIBUTIONS  If you receive a
           cash payment representing an income dividend or capital gain and you
           reinvest that amount in the applicable Class of shares by returning
           the check within 30 days of the payment date, the purchased shares
           would not be subject to an initial sales charge or CDSC.
 
         PLAN OF DISTRIBUTION (RULE 12B-1 FEES)  The Fund has adopted a Plan of
           Distribution in accordance with Rule 12b-1 under the Investment
           Company Act of 1940 with respect to the distribution of Class A,
           Class B and Class C shares. The Plan allows the Fund to pay
           distribution fees for the sale and distribution of these shares. It
           also allows the Fund to pay for services to shareholders of Class A,
           Class B and Class C shares. Because these fees are paid out of the
           Fund's assets on an ongoing basis, over time these fees will increase
           the cost of your investment in these Classes and may cost you more
           than paying other types of sales charges.
 
                                                                              21
<PAGE>
FINANCIAL HIGHLIGHTS
 
The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 fiscal years of the Fund. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate an investor would have earned or lost on
an investment in the Fund (assuming reinvestment of all dividends and
distributions).
 
This information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the annual report, which is available upon request.
 
<TABLE>
<CAPTION>
CLASS B SHARES
- -----------------------------------------------------------------------------------------------------------------------
 FOR THE YEAR ENDED DECEMBER 31                           1998         1997*          1996          1995          1994
<S>                                                      <C>           <C>           <C>           <C>           <C>
- -----------------------------------------------------------------------------------------------------------------------
 
 PER SHARE OPERATING PERFORMANCE:
- -----------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                    $12.16        $11.71        $11.96        $10.83        $12.50
- -----------------------------------------------------------------------------------------------------------------------
    Net investment income                                  0.49          0.51          0.53          0.55          0.57
    Net realized and unrealized gain (loss)                0.15          0.45         (0.21)         1.20         (1.51)
                                                         ------        ------        ------        ------        ------
 Total income (loss) from investment operations            0.64          0.96          0.32          1.75         (0.94)
- -----------------------------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTIONS FROM:
    Net investment income                                 (0.49)        (0.51)        (0.53)        (0.54)        (0.57)
    Net realized gain                                     (0.39)         --           (0.04)        (0.08)        (0.16)
                                                         ------        ------        ------        ------        ------
 Total dividends and distributions                        (0.88)        (0.51)        (0.57)        (0.62)        (0.73)
- -----------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                          $11.92        $12.16        $11.71        $11.96        $10.83
- -----------------------------------------------------------------------------------------------------------------------
 
 TOTAL RETURN+                                             5.32%         8.43%         2.82%        16.59%        (7.74)%
- -----------------------------------------------------------------------------------------------------------------------
 
 RATIOS TO AVERAGE NET ASSETS:
- -----------------------------------------------------------------------------------------------------------------------
 Expenses                                                  1.44%(1)(2)   1.43%(1)      1.40%(1)      1.42%(1)      1.40%
- -----------------------------------------------------------------------------------------------------------------------
 Net investment income                                     3.99%(2)      4.33%         4.54%         4.70%         4.96%
- -----------------------------------------------------------------------------------------------------------------------
 
 SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                 $  163        $  170        $  192        $  217        $  207
- -----------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                     24%           10%           16%           17%           10%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
 
* Prior to July 28, 1997, the Fund issued one class of shares. All shares of the
  Fund held prior to that date have been designated as Class B shares.
+ Does not reflect the deduction of sales charge. Calculated based on the net
  asset value as of the last business day of the period.
(1) Does not reflect the effect of expense offset of 0.01%.
(2) Reflects overall Fund ratios for investment income and non-class specific
    expenses.
 
22
<PAGE>
 
<TABLE>
<CAPTION>
CLASS A SHARES
- ------------------------------------------------------------------------------------------------
                                           FOR THE YEAR ENDED     FOR THE PERIOD JULY 28, 1997*
                                           DECEMBER 31, 1998        THROUGH DECEMBER 31, 1997
<S>                                      <C>                      <C>
- ------------------------------------------------------------------------------------------------
 
 PER SHARE OPERATING PERFORMANCE:
- ------------------------------------------------------------------------------------------------
 Net asset value, beginning of period            $12.16                       $12.02
- ------------------------------------------------------------------------------------------------
    Net investment income                          0.55                         0.24
    Net realized and unrealized gain               0.13                         0.14
                                                 ------                       ------
 Total income from investment
 operations                                        0.68                         0.38
- ------------------------------------------------------------------------------------------------
 Less dividends and distribution from:
    Net investment income                         (0.55)                       (0.24)
    Net realized gain                             (0.39)                  --
                                                 ------                       ------
 Total dividends and distributions                (0.94)                       (0.24)
- ------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $11.90                       $12.16
- ------------------------------------------------------------------------------------------------
 
 TOTAL INVESTMENT RETURN+                          5.68%                        3.24%(1)
- ------------------------------------------------------------------------------------------------
 
 RATIOS TO AVERAGE NET ASSETS:
- ------------------------------------------------------------------------------------------------
 Expenses                                          0.93%(3)(4)                  0.92%(2)
- ------------------------------------------------------------------------------------------------
 Net investment income                             4.50%(3)                     4.78%(2)
- ------------------------------------------------------------------------------------------------
 
 SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------------------------------
 Net assets, end of period, in
 thousands                                       $  393                       $   94
- ------------------------------------------------------------------------------------------------
 Portfolio turnover rate                             24%                          10%
- ------------------------------------------------------------------------------------------------
 CLASS C SHARES
- ------------------------------------------------------------------------------------------------
 
 SELECTED PER SHARE DATA:(1)
- ------------------------------------------------------------------------------------------------
 Net asset value, beginning of period            $12.14                       $12.02
- ------------------------------------------------------------------------------------------------
 INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                          0.48                         0.22
    Net realized and unrealized gain               0.15                         0.12
                                                 ------                       ------
 Total income from investment
 operations                                        0.63                         0.34
- ------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTION FROM:
    Net investment income                         (0.48)                       (0.22)
    Net realized gain                             (0.39)                  --
                                                 ------                       ------
 Total dividends and distributions                (0.87)                       (0.22)
- ------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $11.90                       $12.14
- ------------------------------------------------------------------------------------------------
 
 TOTAL INVESTMENT RETURN+                          5.30%                        2.83%(1)
- ------------------------------------------------------------------------------------------------
 
 RATIOS TO AVERAGE NET ASSETS:
- ------------------------------------------------------------------------------------------------
 Expenses                                          1.44%(3)(4)                  1.40%(2)
- ------------------------------------------------------------------------------------------------
 Net investment income                             3.99%(3)                     4.12%(2)
- ------------------------------------------------------------------------------------------------
 
 SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------------------------------
 Net assets, end of period, in
 thousands                                       $  765                       $  108
- ------------------------------------------------------------------------------------------------
 Portfolio turnover rate                             24%                          10%
- ------------------------------------------------------------------------------------------------
</TABLE>
 
* The date shares were first issued.
+ Does not reflect the deduction of sales charge. Calculated based on the net
asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Reflects overall Fund ratios for investment income and non-class specific
expenses.
(4) Does not reflect the effect of expense offset of 0.01%.
 
                                                                              23
<PAGE>
 
<TABLE>
<CAPTION>
CLASS D SHARES
- ------------------------------------------------------------------------------------------------
                                           FOR THE YEAR ENDED     FOR THE PERIOD JULY 28, 1997*
                                           DECEMBER 31, 1998        THROUGH DECEMBER 31, 1997
<S>                                      <C>                      <C>
- ------------------------------------------------------------------------------------------------
 
 PER SHARE OPERATING PERFORMANCE:
- ------------------------------------------------------------------------------------------------
 Net asset value, beginning of period            $12.15                       $12.02
- ------------------------------------------------------------------------------------------------
 INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                          0.58                         0.26
    Net realized and unrealized gain               0.15                         0.13
                                                 ------                       ------
 Total income from investment
 operations                                        0.73                         0.39
- ------------------------------------------------------------------------------------------------
 LESS DIVIDENDS AND DISTRIBUTION FROM:
    Net investment income                         (0.58)                       (0.26)
    Net realized gain                             (0.39)                  --
                                                 ------                       ------
 Total dividends and distributions                (0.97)                       (0.26)
- ------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $11.91                       $12.15
- ------------------------------------------------------------------------------------------------
 
 TOTAL INVESTMENT RETURN:+                         6.12%                        3.27%(1)
- ------------------------------------------------------------------------------------------------
 
 RATIOS TO AVERAGE NET ASSETS:
- ------------------------------------------------------------------------------------------------
 Expenses                                          0.69%(3)(4)                  0.66%(2)
- ------------------------------------------------------------------------------------------------
 Net investment income                             4.74%(3)                     5.04%(2)
- ------------------------------------------------------------------------------------------------
 
 SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------------------------------
 Net assets, end of period, in
 thousands                                       $   82                       $   32
- ------------------------------------------------------------------------------------------------
 Portfolio turnover rate                             24%                          10%
- ------------------------------------------------------------------------------------------------
</TABLE>
 
* The date shares were first issued.
+ Calculated based on the net asset value as of the last business day of the
period.
(1) Not annualized.
(2) Annualized.
(3) Reflects overall Fund ratios for investment income and non-class specific
expenses.
(4) Does not reflect the effect of expense offset of 0.01%.
 
24
<PAGE>
MORGAN STANLEY DEAN WITTER
FAMILY OF FUNDS
                           The Morgan Stanley Dean Witter Family of Funds offers
                           investors a wide range of investment choices. Come on
                           in and meet the family!
- --------------------------------------------------------------------------------
 GROWTH FUNDS
- ---------------------------------
 
GROWTH FUNDS
Aggressive Equity Fund
American Opportunities Fund
Capital Growth Securities
Developing Growth Securities
Equity Fund
Growth Fund
Market Leader Trust
Mid-Cap Growth Fund
Special Value Fund
Value Fund
 
THEME FUNDS
Financial Services Trust
Health Sciences Trust
Information Fund
Natural Resource Development Securities
Precious Metals and Minerals Trust
 
GLOBAL/INTERNATIONAL FUNDS
Competitive Edge Fund - "Best Ideas" Portfolio
European Growth Fund
Fund of Funds - International Portfolio
Global Dividend Growth Securities
International SmallCap Fund
Japan Fund
Pacific Growth Fund
- --------------------------------------------------------------------------------
 GROWTH & INCOME FUNDS
- ---------------------------------
Balanced Growth Fund
Balanced Income Fund
Convertible Securities Trust
Dividend Growth Securities
Fund of Funds - Domestic Portfolio
Income Builder Fund
Mid-Cap Dividend Growth Securities
S&P 500 Index Fund
S&P 500 Select Fund
Strategist Fund
Value-Added Market Series/Equity Portfolio
 
THEME FUNDS
Global Utilities Fund
Real Estate Fund
Utilities Fund
- --------------------------------------------------------------------------------
 INCOME FUNDS
- ---------------------------------
 
GOVERNMENT INCOME FUNDS
Federal Securities Trust
Short-Term U.S. Treasury Trust
U.S. Government Securities Trust
 
DIVERSIFIED INCOME FUNDS
Diversified Income Trust
 
CORPORATE INCOME FUNDS
High Yield Securities
Intermediate Income Securities
Short-Term Bond Fund (NL)
 
GLOBAL INCOME FUNDS
World Wide Income Trust
 
TAX-FREE INCOME FUNDS
California Tax-Free Income Fund
Hawaii Municipal Trust (FSC)
Limited Term Municipal Trust (NL)
Multi-State Municipal Series Trust (FSC)
New York Tax-Free Income Fund
Tax-Exempt Securities Trust
- --------------------------------------------------------------------------------
 MONEY MARKET FUNDS
- ---------------------------------
 
TAXABLE MONEY MARKET FUNDS
Liquid Asset Fund (MM)
U.S. Government Money Market Trust (MM)
 
TAX-FREE MONEY MARKET FUNDS
California Tax-Free Daily Income Trust (MM)
N.Y. Municipal Money Market Trust (MM)
Tax-Free Daily Income Trust (MM)
There may be Funds created after this PROSPECTUS was published. Please consult
the inside front cover of a new Fund's prospectus for its designation, e.g.,
Multi-Class Fund or Money Market Fund.
 
Unless otherwise noted, each listed Morgan Stanley Dean Witter Fund, except for
Short-Term U.S. Treasury Trust, is a Multi-Class Fund. A Multi-Class Fund is a
mutual fund offering multiple Classes of shares. The other types of funds are:
NL - No-Load (Mutual) Fund; MM - Money Market Fund; FSC - A mutual fund sold
with a front-end sales charge and a distribution (12b-1) fee.
<PAGE>
                                                        PROSPECTUS - MAY 1, 1999
 
Additional information about the Fund's investments is available in the Fund's
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. In the Fund's ANNUAL REPORT, you
will find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year. The
Fund's Statement of Additional Information also provides additional information
about the Fund. The Statement of Additional Information is incorporated herein
by reference (legally is part of this PROSPECTUS). For a free copy of any of
these documents, to request other information about the Fund, or to make
shareholder inquiries, please call:
 
                                 (800) 869-NEWS
 
You also may obtain information about the Fund by calling your Morgan Stanley
Dean Witter Financial Advisor or by visiting our Internet site at:
 
                            WWW.DEANWITTER.COM/FUNDS
 
Information about the Fund (including the STATEMENT OF ADDITIONAL INFORMATION)
can be viewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington, DC. Information about the Reference Room's
operations may be obtained by calling the SEC at (800) SEC-0330. Reports and
other information about the Fund are available on the SEC's Internet site
(www.sec.gov), and copies of this information may be obtained, upon payment of a
duplicating fee, by writing the Public Reference Section of the SEC, Washington,
DC 20549-6009.
 
Morgan Stanley Dean Witter
                                                               NEW YORK TAX-FREE
                                                                     INCOME FUND
 
                               [BACK COVER PHOTO]
 
                                                      A MUTUAL FUND THAT SEEKS A
                                                    HIGH LEVEL OF CURRENT INCOME
                                                        EXEMPT FROM FEDERAL, NEW
                                                    YORK STATE AND NEW YORK CITY
                                                     INCOME TAX, CONSISTENT WITH
                                                     THE PRESERVATION OF CAPITAL
 
 TICKER SYMBOLS:
 
  CLASS A:   NYFAX      CLASS C:   NYFCX
- --------------------  --------------------
 
  CLASS B:   NYFBX      CLASS D:   NYFDX
- --------------------  --------------------
 
(INVESTMENT COMPANY ACT FILE NO. 811-4222)


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