MORGAN STANLEY DEAN WITTER FEDERAL SECURITIES TRUST
497, 2000-02-07
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<PAGE>
                                                   PROSPECTUS - FEBRUARY 3, 2000

Morgan Stanley Dean Witter
                                                        FEDERAL SECURITIES TRUST

                                 [COVER PHOTO]

                                     A MUTUAL FUND WHOSE INVESTMENT OBJECTIVE IS
                                                  A HIGH LEVEL OF CURRENT INCOME

  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..................                   6
                                   Fund Management..............                   7

Shareholder Information            Pricing Fund Shares..........                   8
                                   How to Buy Shares............                   8
                                   How to Exchange Shares.......                  10
                                   How to Sell Shares...........                  11
                                   Distributions................                  13
                                   Tax Consequences.............                  14
                                   Share Class Arrangements.....                  14

Financial Highlights               .............................                  23

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>
<PAGE>
[SIDEBAR]
INCOME
AN INVESTMENT OBJECTIVE HAVING THE GOAL OF SELECTING SECURITIES TO PAY OUT
INCOME RATHER THAN RISE IN VALUE.
[End Sidebar]

THE FUND

[ICON]  INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
           Morgan Stanley Dean Witter Federal Securities Trust (the "Fund")
           seeks a high level of current income.

[ICON]  PRINCIPAL INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
           The Fund will normally invest at least 65% of its total assets in
           U.S. Government securities. In making investment decisions, the
           Fund's "Investment Manager," Morgan Stanley Dean Witter Advisors
           Inc., considers economic developments, interest rate trends and other
           factors. The Fund is not limited as to the maturities of the U.S.
           Government securities in which it may invest.

           U.S. GOVERNMENT SECURITIES. The U.S. Government securities (including
           zero coupon securities) that the Fund may purchase include:

                          - U.S. Treasury bills, notes and bonds, all of which
                            are direct obligations of the U.S. Government.

                          - Securities (including mortgage-backed securities)
                            issued by agencies and instrumentalities of the U.S.
                            Government which are backed by the full faith and
                            credit of the United States. Among the agencies and
                            instrumentalities issuing these obligations are the
                            Government National Mortgage Association and the
                            Federal Housing Administration.

           - Securities (including mortgage-backed securities) issued by
             agencies and instrumentalities which are not backed by the full
             faith and credit of the United States, but whose issuing agency or
             instrumentality has the right to borrow, to meet its obligations,
             from U.S. Treasury. Among these agencies and instrumentalities are
             the Federal National Mortgage Association and the Federal Home Loan
             Mortgage Corporation.

           - Securities issued by agencies and instrumentalities which are
             backed solely by the credit of the issuing agency or
             instrumentality. Among these agencies and instrumentalities are the
             Federal Farm Credit System and the Federal Home Loan Banks.

           MORTGAGE-BACKED SECURITIES. One type of mortgage-backed security, in
           which the Fund may invest, is a mortgage pass-through security. These
           securities represent a participation interest in a pool of
           residential mortgage loans originated by U.S. Governmental or private
           lenders such as banks. They differ from conventional debt securities,
           which provide for periodic payment of interest in fixed amounts and
           principal payments at maturity or on specified call dates. Mortgage
           pass-through securities provide for monthly payments that are a
           "pass-through" of the monthly interest and principal payments made by
           the individual borrowers on the pooled mortgage loans. Mortgage
           pass-through securities may be collateralized by mortgages with fixed
           rates of interest or adjustable rates.

                                           * * *

                                                                               1
<PAGE>
           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 trading strategies it
           uses. For example, the Investment Manager in its discretion may
           determine to use some permitted trading strategies while not using
           others. In addition to the securities described above, the Fund may
           also invest in options and futures.

[ICON]  PRINCIPAL RISKS
- --------------------------------------------------------------------------------
           There is no assurance that the Fund will achieve its investment
           objective. The Fund's share price will fluctuate with changes in the
           market value of the Fund's portfolio securities. The Fund's yield
           also will vary based on the yield of the Fund's portfolio securities.
           Neither the value nor the yield of the U.S. Government securities
           that the Fund invests in (or the value or yield of the Fund's shares)
           is guaranteed by the U.S. Government. 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.

           U.S. GOVERNMENT SECURITIES. A principal risk of investing in the Fund
           is associated with its U.S. Government securities, which are
           fixed-income securities. All fixed-income securities, such as bonds,
           are subject to two types of risk: credit risk and interest rate risk.
           Credit risk refers to the possibility that the issuer of a security
           will be unable to make interest payments and/or repay the principal
           on its debt.

           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 securities that pay
           current interest.) As merely illustrative of the relationship between
           fixed-income securities and interest rates, the following table shows
           how interest rates affect bond prices.


<TABLE>
<CAPTION>
                                                                                     PRICE PER $1,000 OF A BOND IF
                                                                                            INTEREST RATES:
                                                                                  ------------------------------------
                HOW INTEREST RATES AFFECT BOND PRICES                                 INCREASE            DECREASE
                --------------------------------------------------                ----------------    ----------------
                BOND MATURITY                                          COUPON       1%        2%        1%        2%
                <S>                                                   <C>         <C>       <C>       <C>       <C>
                ------------------------------------------------------------------------------------------------------
                 1 year                                                 N/A       $1,000    $1,000    $1,000    $1,000
                ------------------------------------------------------------------------------------------------------
                 5 years                                               5.875%     $  951    $  920    $1,018    $1,054
                ------------------------------------------------------------------------------------------------------
                 10 years                                              6.00%      $  910    $  853    $1,038    $1,110
                ------------------------------------------------------------------------------------------------------
                 30 years                                              6.125%     $  841    $  748    $1,093    $1,264
                ------------------------------------------------------------------------------------------------------
</TABLE>


           Coupons reflect yields on Treasury securities as of
           December 31, 1999. The table is not representative of
           price changes for mortgage-backed securities principally
           because of prepayments. In addition, the table is an
           illustration and does not represent expected yields or
           share price changes of any Morgan Stanley Dean Witter
           mutual fund.

 2
<PAGE>
           While the credit risk associated with U.S. Government securities is
           minimal, the interest rate risk can be substantial. The Fund is not
           limited as to the maturities of the securities 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.

           MORTGAGE-BACKED SECURITIES. Mortgage-backed securities in which the
           Fund may invest have different risk characteristics than traditional
           debt securities. Although generally the value of fixed-income
           securities increases during periods of falling interest rates and
           decreases during periods of rising rates, this is not always the case
           with mortgage-backed securities. This is due to the fact that
           principal on underlying mortgages may be prepaid at any time as well
           as other factors. Generally, prepayments will increase during a
           period of falling interest rates and decrease during a period of
           rising interest rates. The rate of prepayments also may be influenced
           by economic and other factors. Prepayment risk includes the
           possibility that, as interest rates fall, securities with stated
           interest rates may have the principal prepaid earlier than expected,
           requiring the Fund to invest the proceeds at generally lower interest
           rates.

           Investments in mortgage-backed securities are made based upon, among
           other things, expectations regarding the rate of prepayments on
           underlying mortgage pools. Rates of prepayment, faster or slower than
           expected by the Investment Manager, could reduce the Fund's yield,
           increase the volatility of the Fund and/or cause a decline in net
           asset value. Certain mortgage-backed securities may be more volatile
           and less liquid than other traditional types of debt securities.

           OTHER RISKS. The performance of the Fund also will depend on whether
           or not 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
           options and futures investments. For more information about these
           risks, see the "Additional Risk Information" section.

           Shares of the Fund are not bank deposits and are not guaranteed or
           insured by the FDIC or any other government agency.

                                                                               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 A 10-YEAR PERIOD.
[END SIDEBAR]
[SIDEBAR]
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>
1990            7.07%
1991           14.24%
1992            6.47%
1993            9.14%
1994           -5.04%
1995           18.76%
1996            0.92%
1997            8.94%
1998            9.12%
1999           -4.55%
</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 6.35% (quarter ended June 30, 1995) and the lowest return for a
calendar quarter was -4.02% (quarter ended March 31, 1994).

<TABLE>
<CAPTION>
                                     AVERAGE ANNUAL TOTAL RETURNS (AS OF DECEMBER 31, 1999)
                                     ----------------------------------------------------------------------------------
                                                                           PAST 1 YEAR    PAST 5 YEARS    PAST 10 YEARS
                                     <S>                                   <C>            <C>             <C>
                                     ----------------------------------------------------------------------------------
                                      Class A(1)                             -7.18%            --              --
                                     ----------------------------------------------------------------------------------
                                      Class B                                -9.04%          6.03%           6.26%
                                     ----------------------------------------------------------------------------------
                                      Class C(1)                             -5.36%            --              --
                                     ----------------------------------------------------------------------------------
                                      Class D(1)                             -3.67%            --              --
                                     ----------------------------------------------------------------------------------
                                      Lehman Brothers General U.S.
                                      Government Index(2)                    -2.23%          7.44%           7.48%
                                     ----------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                     <S>                     <C>
                                     1                       Classes A, C and D commenced operations on July 28, 1997.
                                     2                       The Lehman Brothers General U.S. Government Index is a
                                                             broad-based measure of all U.S. Government and U.S. Treasury
                                                             securities. The Index's total return does not include fees,
                                                             expenses or charges. The Index is unmanaged and should not
                                                             be considered an investment.
</TABLE>

 4
<PAGE>
[SIDEBAR]
SHAREHOLDER FEES
THESE FEES ARE PAID DIRECTLY FROM YOUR INVESTMENT.
[END SIDEBAR]
[SIDEBAR]
ANNUAL FUND
OPERATING EXPENSES
THESE EXPENSES ARE DEDUCTED FROM THE FUND'S ASSETS AND ARE BASED ON EXPENSES
PAID FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999.
[End Sidebar]

[ICON]  FEES AND EXPENSES
- --------------------------------------------------------------------------------
    The table below briefly describes the fees and expenses that you may pay if
    you buy and hold shares of the Fund. 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 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              0.21%       0.85%       0.85%        None
                                     ---------------------------------------------------------------
                                      Other expenses    0.15%       0.15%       0.15%       0.15%
                                     ---------------------------------------------------------------
                                      Total annual Fund
                                      operating
                                      expenses          0.91%       1.55%       1.55%       0.70%
                                     ---------------------------------------------------------------
</TABLE>

<TABLE>
                                     <S>                     <C>
                                     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 if you sell
                                                             your shares 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 if you sell your shares within one year
                                                             after purchase.
</TABLE>

    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:
                                                   -----------------------------------------
                                                    1 YEAR    3 YEARS    5 YEARS    10 YEARS
                <S>                                <C>        <C>        <C>        <C>
                ----------------------------------------------------------------------------
                 CLASS A                             $514       $703      $  907     $1,497
                ----------------------------------------------------------------------------
                 CLASS B                             $658       $790      $1,045     $1,845
                ----------------------------------------------------------------------------
                 CLASS C                             $258       $490      $  845     $1,845
                ----------------------------------------------------------------------------
                 CLASS D                             $ 72       $224      $  390     $  871
                ----------------------------------------------------------------------------

<CAPTION>
                                         IF YOU HELD YOUR SHARES:
                                 -----------------------------------------
                                  1 YEAR    3 YEARS    5 YEARS    10 YEARS
                <S>              <C>        <C>        <C>        <C>
                ---------------  -----------------------------------------
                 CLASS A           $514       $703       $907      $1,497
                ---------------  -----------------------------------------
                 CLASS B           $158       $490       $845      $1,845
                ---------------  -----------------------------------------
                 CLASS C           $158       $490       $845      $1,845
                ---------------  -----------------------------------------
                 CLASS D           $ 72       $224       $390      $  871
                ---------------  -----------------------------------------
</TABLE>

    Long-term shareholders of Class B and Class C may pay more in sales charges,
    including distribution fees, than the economic equivalent of the maximum
    front-end sales charges permitted by the NASD.

                                                                               5
<PAGE>
[ICON]  ADDITIONAL INVESTMENT STRATEGY INFORMATION
- --------------------------------------------------------------------------------
    This section provides additional information relating to the Fund's
    principal investment strategies.

    OTHER SECURITIES. The Fund also may invest up to 35% of its total assets in
    interest rate futures, options on these futures contracts, and money market
    instruments. Options and futures may be used to seek to protect against a
    decline in securities prices from changes in prevailing interest rates or an
    increase in prices of securities that may be purchased.

    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 cash or money market instruments in a defensive
    posture when the Investment Manager believes it is advisable to do so.
    Although taking a defensive posture is designed to protect the Fund from an
    anticipated market downturn, it could have the effect of reducing the
    benefit from any upswing in the market. When the Fund takes a defensive
    position, it may not achieve its investment objective.

    The percentage limitations relating to the composition of the Fund's
    portfolio apply at the time the Fund acquires an investment. Subsequent
    percentage changes that result from market fluctuations or changes in assets
    will not require the Fund to sell any portfolio security. The Fund may
    change its principal investment strategies without shareholder approval;
    however, you would be notified of any changes.

[ICON]  ADDITIONAL RISK INFORMATION
- --------------------------------------------------------------------------------
    This section provides additional information relating to the principal risks
    of investing in the Fund.

    OPTIONS AND FUTURES. If the Fund invests in options and/or futures, 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 movements 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 options and futures include, for example, the possible
    imperfect correlation between the price of options and 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.

 6
<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 APPROXIMATELY $145 BILLION IN ASSETS UNDER
MANAGEMENT AS OF DECEMBER 31, 1999.
[End Sidebar]

[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 Taxable
    Fixed-Income Group. Rajesh K. Gupta, a Senior Vice President of the
    Investment Manager, and Howard A. Schloss, a Vice President of the
    Investment Manager, have been the primary portfolio managers of the Fund
    since June, 1987 and February, 1999, respectively, and 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 October 31, 1999,
    the Fund accrued total compensation to the Investment Manager amounting to
    0.55% of the Fund's average daily net assets.

                                                                               7
<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
(877) 937-MSDW (TOLL-FREE) 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.msdw.com/individual/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 is based on the
           securities' market price when available. When a market price is not
           readily available, including circumstances under which the Investment
           Manager determines that a security's market price is not accurate, a
           portfolio security is valued at its fair value, as determined under
           procedures established by the Fund's Board of Trustees. In these
           cases, the Fund's net asset value will reflect certain portfolio
           securities' fair value rather than their market price.

           An exception to the Fund's general policy of using market prices
           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.

 8
<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 for
           Class A shares) 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
                                     --------------------------------------------------------------------------------
                                      Individual Retirement
                                      Accounts:                 Regular IRAs                 $1,000          $100
                                                                Education IRAs                 $500          $100
                                     --------------------------------------------------------------------------------
                                      EASYINVEST-SM-
                                      (automatically from your
                                      checking or savings
                                      account or Money Market
                                      Fund)                                                   $100*          $100*
                                     --------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                     <S>                     <C>
                                     *                       Provided your schedule of investments totals $1,000 in
                                                             twelve months.
</TABLE>

           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.

           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 Federal Securities Trust.

           - Mail the letter and check to Morgan Stanley Dean Witter Trust FSB
             at P.O. Box 1040, Jersey City, NJ 07303.

                                                                               9
<PAGE>
[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, or for shares of a No-Load Fund, a Money Market
           Fund, North American Government Income Trust or Short-Term U.S.
           Treasury Trust, 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, No-Load Fund or
           Money Market Fund. If a Morgan 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. Since exchanges are available only into
           continuously offered Morgan Stanley Dean Witter Funds, exchanges are
           not available into any new Morgan Stanley Dean Witter Fund during its
           initial offering period, or when shares of a particular Morgan
           Stanley Dean Witter Fund are not being offered for purchase.

           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. The check writing privilege is 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.

 10
<PAGE>
           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.

           LIMITATIONS ON EXCHANGES. Certain patterns of exchanges may result in
           the Fund limiting or prohibiting, at its discretion, additional
           purchases and/or exchanges. Determinations in this regard may be made
           based on the frequency or dollar amount of previous 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 further 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 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.
                                         ------------------------------------------------------------
</TABLE>

                                                                              11
<PAGE>

<TABLE>
<CAPTION>
                 OPTIONS                 PROCEDURES
                 <S>                     <C>
                 ------------------------------------------------------------------------------------
                  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, NJ 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.
                                         ------------------------------------------------------------
                                         To sign up for the Systematic Withdrawal Plan, contact your
                                         Morgan Stanley Dean Witter Financial Advisor or call
                                         (800) 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, your sale will not be effected until it
           has been verified that the check has been honored.

           TAX CONSIDERATIONS. Normally, your sale of Fund shares is subject to
           federal and state income tax. You should review the "Tax
           Consequences" section of this PROSPECTUS and consult your own tax
           professional about the tax consequences of a sale.

           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.

 12
<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]

           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. 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 sale of such shares.

[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 usually 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 monthly. Capital gains, if any, are
           usually distributed 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, processing of your dividend checks begins
           immediately following the monthly payment date, and the Fund will
           mail a monthly dividend check to you normally during the first seven
           days of the following month. 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.

                                                                              13
<PAGE>
[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.

           Unless your investment in the Fund is through a tax-deferred
           retirement account, such as a 401(k) plan or IRA, 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 distributions are normally subject to
           federal and state income tax when they are paid, whether you take
           them in cash or reinvest them in Fund shares. A distribution also may
           be subject to local income tax. Any income dividend distributions and
           any short-term capital gain distributions are taxable to you as
           ordinary income. Any long-term capital gain distributions are taxable
           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.

 14
<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 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.

           The chart below compares the sales charge and annual 12b-1 fee
           applicable to each Class:

<TABLE>
<CAPTION>
                                                                                                                 MAXIMUM
                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                                                        0.85%
                -------------------------------------------------------------------------------------------------------------
                 C                         1.0% CDSC during the first year                                        0.85%
                -------------------------------------------------------------------------------------------------------------
                 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 PUBLIC   APPROXIMATE PERCENTAGE
AMOUNT OF SINGLE TRANSACTION         OFFERING PRICE      OF NET 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>

                                                                              15
<PAGE>
           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.

           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 (or $25 million for
           certain employee benefit plans), 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
           Class A shares of the Fund or other Multi-Class Funds or shares of
           FSC Funds within a thirteen-month period. 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

 16
<PAGE>
           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,
           which may be deducted from your investment.

           OTHER 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 termination fees,
             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.

           - Employer-sponsored employee benefit plans, whether or not qualified
             under the Internal Revenue Code, for which Morgan Stanley Dean
             Witter Trust FSB serves as trustee or Dean Witter Reynolds'
             Retirement Plan Services serves as recordkeeper under a written
             Recordkeeping Services Agreement ("MSDW Eligible Plans") which have
             at least 200 eligible employees.

           - An MSDW Eligible Plan whose Class B shares have converted to
             Class A shares, regardless of the plan's asset size or number of
             eligible employees.

           - 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 you 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 the purchase of Fund
             shares, 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
             accounts for which any of such persons is a beneficiary.

                                                                              17
<PAGE>
[Sidebar]
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>
                                                                                             CDSC AS A PERCENTAGE
                                     YEAR SINCE PURCHASE PAYMENT MADE                         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 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 held for you as a participant in an MSDW Eligible
             Plan.

           - 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

 18
<PAGE>
             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.

           - Sales of shares if you simultaneously invest the proceeds in the
             Investment Manager's mutual fund asset allocation program, pursuant
             to which investors pay an asset-based fee. Any shares you acquire
             in connection with the Investment Manager's mutual fund asset
             allocation program are subject to all of the terms and conditions
             of that program, including termination fees, mandatory sale or
             transfer restrictions on termination.

           All waivers will be granted only following the Fund's 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 also are subject to an annual 12b-1
           fee of 0.85% 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 reinvestments 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.)

           In the case of Class B shares held in an MSDW Eligible Plan, the plan
           is treated as a single investor and all Class B shares will convert
           to Class A shares on the conversion date of the Class B shares of a
           Morgan Stanley Dean Witter Fund purchased by that plan.

           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, a No-Load Fund, North American Government Income Trust 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, if any, 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 0.85% 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.

 20
<PAGE>
         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 ($25 million for MSDW Eligible Plans) 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 termination fees, mandatory sale or transfer
             restrictions on termination) pursuant to which they pay an
             asset-based fee.

           - Persons participating in a fee-based investment program (subject to
             all of its terms and conditions, including termination fees,
             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.

           - Employee benefit plans maintained by Morgan Stanley Dean Witter &
             Co. or any of its subsidiaries for the benefit of certain employees
             of Morgan Stanley Dean Witter & Co. and its subsidiaries.

           - 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
           ($25 million for MSDW Eligible Plans) 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.

                                                                              21
<PAGE>
         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.

 22
<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>
FOR THE YEAR ENDED OCTOBER 31,           1999            1998            1997*            1996            1995
<S>                                   <C>             <C>             <C>              <C>             <C>
- -----------------------------------------------------------------------------------------------------------------
 CLASS B SHARES
- -----------------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
- -----------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of
 period                                 $ 9.72          $ 9.36          $ 9.25           $ 9.49          $ 8.74
- -----------------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
    Net investment income                 0.55            0.58            0.59             0.59            0.59
    Net realized and unrealized
    gain (loss)                          (0.85)           0.36            0.11            (0.25)           0.75
                                        ------          ------          ------           ------          ------
 Total income (loss) from
 investment operations                   (0.30)           0.94            0.70             0.34            1.34
- -----------------------------------------------------------------------------------------------------------------
 Less dividends from net
 investment income                       (0.55)          (0.58)          (0.59)           (0.58)          (0.59)
- -----------------------------------------------------------------------------------------------------------------
 Net asset value, end of period         $ 8.87          $ 9.72          $ 9.36           $ 9.25          $ 9.49
- -----------------------------------------------------------------------------------------------------------------

 TOTAL RETURN+                           (3.09)%         10.35%           7.89%            3.79%          15.89%
- -----------------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- -----------------------------------------------------------------------------------------------------------------
 Expenses                                 1.55%(1)        1.54%(1)        1.53%            1.53%           1.52%
- -----------------------------------------------------------------------------------------------------------------
 Net investment income                    6.01%(1)        6.09%(1)        6.41%            6.31%           6.53%
- -----------------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------------------------
 Net assets, end of period, in
 thousands                            $540,916        $639,212        $623,049         $719,935        $829,244
- -----------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                    17%             13%             12%              10%              7%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
* 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 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) Reflects overall Fund ratios for investment income and non-class specific
    expenses.
</TABLE>

                                                                              23
<PAGE>

<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD JULY 28, 1997*
FOR THE YEAR ENDED OCTOBER 31,                    1999                 1998              THROUGH OCTOBER 31, 1997
<S>                                          <C>                  <C>                  <C>
- --------------------------------------------------------------------------------------------------------------------
 CLASS A SHARES
- --------------------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
- --------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period            $ 9.79               $ 9.45                       $ 9.26
- --------------------------------------------------------------------------------------------------------------------
 INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                          0.62                 0.64                         0.16
    Net realized and unrealized gain              (0.78)                0.34                         0.19
                                                 ------               ------                       ------
 Total income from investment
 operations                                       (0.16)                0.98                         0.35
- --------------------------------------------------------------------------------------------------------------------
 Less dividends from net investment
 income                                           (0.62)               (0.64)                       (0.16)
- --------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 9.01               $ 9.79                       $ 9.45
- --------------------------------------------------------------------------------------------------------------------

 TOTAL RETURN+                                    (1.66)%              10.75%                        3.78%(1)
- --------------------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- --------------------------------------------------------------------------------------------------------------------
 Expenses                                          0.91%(3)             0.93%(3)                     0.92%(2)
- --------------------------------------------------------------------------------------------------------------------
 Net investment income                             6.65%(3)             6.70%(3)                     6.60%(2)
- --------------------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- --------------------------------------------------------------------------------------------------------------------
 Net assets, end of period, in
 thousands                                       $4,272               $4,894                       $2,051
- --------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                             17%                  13%                          12%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
* 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.
</TABLE>

 24
<PAGE>

<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD JULY 28, 1997*
FOR THE YEAR ENDED OCTOBER 31,                    1999                 1998              THROUGH OCTOBER 31, 1997
<S>                                          <C>                  <C>                  <C>
- --------------------------------------------------------------------------------------------------------------------
 CLASS C SHARES
- --------------------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
- --------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period            $  9.80              $ 9.44                       $ 9.26
- --------------------------------------------------------------------------------------------------------------------
 INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                           0.56                0.58                         0.15
    Net realized and unrealized gain               (0.85)               0.36                         0.18
                                                 -------              ------                       ------
 Total income from investment
 operations                                        (0.29)               0.94                         0.33
- --------------------------------------------------------------------------------------------------------------------
 Less dividends from net investment
 income                                            (0.56)              (0.58)                       (0.15)
- --------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $  8.95              $ 9.80                       $ 9.44
- --------------------------------------------------------------------------------------------------------------------

 TOTAL RETURN+                                     (3.03)%             10.30%                        3.54%(1)
- --------------------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- --------------------------------------------------------------------------------------------------------------------
 Expenses                                           1.55%(3)            1.54%(3)                     1.52%(2)
- --------------------------------------------------------------------------------------------------------------------
 Net investment income                              6.01%(3)            6.09%(3)                     5.86%(2)
- --------------------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- --------------------------------------------------------------------------------------------------------------------
 Net assets, end of period, in
 thousands                                       $10,995              $7,204                       $  721
- --------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                              17%                 13%                          12%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
* 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.
</TABLE>

                                                                              25
<PAGE>

<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD JULY 28, 1997*
FOR THE YEAR ENDED OCTOBER 31,                    1999                 1998              THROUGH OCTOBER 31, 1997
<S>                                          <C>                  <C>                  <C>
- --------------------------------------------------------------------------------------------------------------------
 CLASS D SHARES
- --------------------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
- --------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period            $ 9.69               $ 9.33                       $ 9.26
- --------------------------------------------------------------------------------------------------------------------
 INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                          0.63                 0.66                         0.17
    Net realized and unrealized gain              (0.83)                0.36                         0.07
                                                 ------               ------                       ------
 Total income from investment
 operations                                       (0.20)                1.02                         0.24
- --------------------------------------------------------------------------------------------------------------------
 Less dividends from net investment
 income                                           (0.63)               (0.66)                       (0.17)
- --------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 8.86               $ 9.69                       $ 9.33
- --------------------------------------------------------------------------------------------------------------------

 TOTAL RETURN+                                    (2.08)%              11.30%                        2.62%(1)
- --------------------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- --------------------------------------------------------------------------------------------------------------------
 Expenses                                          0.70%(3)             0.69%(3)                     0.63%(2)
- --------------------------------------------------------------------------------------------------------------------
 Net investment income                             6.86%(3)             6.94%(3)                     6.40%(2)
- --------------------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- --------------------------------------------------------------------------------------------------------------------
 Net assets, end of period, in
 thousands                                       $5,590               $1,956                       $   69
- --------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                             17%                  13%                          12%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
* 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.
</TABLE>

 26
<PAGE>
NOTES

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                                                                              27
<PAGE>
NOTES

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 28
<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
Growth Fund
Market Leader Trust
Mid-Cap Equity Trust
Next Generation Trust
Small Cap Growth Fund
Special Value Fund
21st Century Trend Fund
THEME FUNDS
Financial Services Trust
Health Sciences Trust
Information Fund
Natural Resource Development Securities
GLOBAL/INTERNATIONAL FUNDS
Competitive Edge Fund - "Best Ideas" Portfolio
European Growth Fund
Fund of Funds - International Portfolio
International Fund
International SmallCap Fund
Japan Fund
Latin American Growth Fund
Pacific Growth Fund
- --------------------------------------------------------------------------------
 GROWTH AND INCOME FUNDS
- ---------------------------------
Balanced Growth Fund
Balanced Income Fund
Convertible Securities Trust
Dividend Growth Securities
Equity Fund
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
Total Market Index Fund
Total Return Trust
Value Fund
Value-Added Market Series/Equity Portfolio
THEME FUNDS
Real Estate Fund
Utilities Fund
GLOBAL FUNDS
Global Dividend Growth Securities
Global 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
North American Government Income Trust
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 back 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
North American Government Income Trust and 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 - FEBRUARY 3, 2000

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.msdw.com/individual/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 (202) 942-8090. Reports and
other information about the Fund are available on the EDGAR Database on the
SEC's Internet site (www.sec.gov) and copies of this information may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected], or by writing the Public Reference Section
of the SEC, Washington, DC 20549-0102.
 TICKER SYMBOLS:

<TABLE>
<S>                         <C>
   CLASS A:   FDLAX            CLASS C:   FDLCX
- ---------------------       ---------------------

   CLASS B:   FDLBX            CLASS D:   FDLDX
- ---------------------       ---------------------
</TABLE>

(THE FUND'S INVESTMENT COMPANY ACT FILE NO. IS 811-4917)

Morgan Stanley Dean Witter
                                                        FEDERAL SECURITIES TRUST

                               [BACK COVER PHOTO]

                                                                   A MUTUAL FUND
                                                      WHOSE INVESTMENT OBJECTIVE
                                                                 IS A HIGH LEVEL
                                                               OF CURRENT INCOME


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