WITTER DEAN UTILITIES FUND
497, 1995-03-06
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<PAGE>
                        DEAN WITTER
                        UTILITIES FUND
                        PROSPECTUS--FEBRUARY 24, 1995

- -------------------------------------------------------------------------------

DEAN WITTER UTILITIES FUND (THE "FUND") IS AN OPEN-END DIVERSIFIED MANAGEMENT
INVESTMENT COMPANY, WHOSE INVESTMENT OBJECTIVE IS TO PROVIDE CURRENT INCOME AND
LONG-TERM GROWTH OF INCOME AND CAPITAL. THE FUND SEEKS TO ACHIEVE ITS INVESTMENT
OBJECTIVE BY INVESTING IN EQUITY AND FIXED-INCOME SECURITIES OF COMPANIES
ENGAGED IN THE PUBLIC UTILITIES INDUSTRY. SEE "INVESTMENT OBJECTIVE AND
POLICIES."

Shares of the Fund are continuously offered at net asset value. However,
redemptions and/or repurchases are subject in most cases to a contingent
deferred sales charge, scaled down from 5% to 1% of the amount redeemed, if made
within six years of purchase, which charge will be paid to the Fund's
Distributor, Dean Witter Distributors Inc. (See "Redemptions and
Repurchases--Contingent Deferred Sales Charge.") In addition, the Fund pays the
Distributor a distribution fee pursuant to a Rule 12b-1 Plan of Distribution at
the annual rate of 1% of the lesser of the (i) average daily aggregate net sales
or (ii) average daily net assets of the Fund. (See "Purchase of Fund
Shares--Plan of Distribution.")

This Prospectus sets forth concisely the information you should know before
investing in the Fund. It should be read and retained for future reference.
Additional information about the Fund is contained in the Statement of
Additional Information, dated February 24, 1995, which has been filed with the
Securities and Exchange Commission, and which is available at no charge upon
request of the Fund at the address or telephone numbers listed below. The
Statement of Additional Information is incorporated herein by reference.

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S>                                                 <C>
Prospectus Summary................................       2
Summary of Fund Expenses..........................       3
Financial Highlights..............................       4
The Fund and its Management.......................       5
Investment Objective and Policies.................       5
  Risk Considerations.............................       6
Investment Restrictions...........................       7
Purchase of Fund Shares...........................       8
Shareholder Services..............................       9
Redemptions and Repurchases.......................      11
Dividends, Distributions and Taxes................      12
Performance Information...........................      13
Additional Information............................      13
</TABLE>

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

DEAN WITTER
UTILITIES FUND
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 392-2550 or (800) 526-3143

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

                   DEAN WITTER DISTRIBUTORS INC. DISTRIBUTOR
<PAGE>
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>
THE FUND        The Fund is organized as a Trust, commonly known as a Massachusetts business trust, and
                is an open-end, diversified management investment company. The Fund invests in equity
                and fixed-income securities of companies engaged in the public utilities industry.
- -------------------------------------------------------------------------------------------------------

SHARES OFFERED  Shares of beneficial interest with $0.01 par value (see page 13).
- -------------------------------------------------------------------------------------------------------

OFFERING        At net asset value without sales charge (see page 8). Shares redeemed within six years
PRICE           of purchase are subject to a contingent deferred sales charge under most circumstances
                (see page 11).
- -------------------------------------------------------------------------------------------------------

MINIMUM         The minimum initial investment is $1,000 and the minimum subsequent investment is $100
PURCHASE        (see page 8).
- -------------------------------------------------------------------------------------------------------

INVESTMENT      The investment objective of the Fund is to provide current income and long-term growth
OBJECTIVE       of income and capital.
- -------------------------------------------------------------------------------------------------------

INVESTMENT      Dean Witter InterCapital Inc., the Investment Manager of the Fund, and its wholly-owned
MANAGER         subsidiary, Dean Witter Services Company Inc., serve in various investment management,
                advisory, management and administrative capacities to ninety-one investment companies
                and other portfolios with assets of approximately $66.9 billion at December 31, 1994.
- -------------------------------------------------------------------------------------------------------

MANAGEMENT      The Investment Manager receives a monthly fee at the annual rate of 0.65% of daily net
FEE             assets up to $500 million, scaled down at various asset levels to 0.425% of the Fund's
                daily net assets on assets exceeding $5 billion (see page 5).
- -------------------------------------------------------------------------------------------------------

DIVIDENDS       Dividends from net investment income are declared and paid quarterly. Distributions from
                net short-term and long-term capital gains are paid at least annually. Dividends and
                capital gains distributions are automatically reinvested in additional shares at net
                asset value unless the shareholder elects to receive cash (see page 12).
- -------------------------------------------------------------------------------------------------------

DISTRIBUTOR     Dean Witter Distributors Inc. (the "Distributor"). For its services as Distributor,
AND             which include payment of sales commissions to account executives and various other
DISTRIBUTION    promotional and sales related expenses, the Distributor receives from the Fund a
FEE             distribution fee accrued daily and payable monthly at the rate of 1% per annum of the
                lesser of (i) the Fund's average daily aggregate net sales or (ii) the Fund's average
                daily net assets. This fee compensates the Distributor for services provided in
                distributing shares of the Fund and for sales related expenses. The Distributor also
                receives the proceeds of any contingent deferred sales charges (see pages 8-9).
- -------------------------------------------------------------------------------------------------------

REDEMPTION-     At net asset value; redeemable involuntarily if total value of the account is less than
CONTINGENT      $100. Although no commission or sales load is imposed upon the purchase of shares, a
DEFERRED        contingent deferred sales charge (scaled down from 5% to 1%) is imposed on any
SALES           redemption of shares if after such redemption the aggregate current value of an account
CHARGE          with the Fund falls below the aggregate amount of the investor's purchase payments made
                during the six years preceding the redemption. However, there is no charge imposed on
                redemption of shares purchased through reinvestment of dividends or distributions (see
                pages 9 and 11-12).
- -------------------------------------------------------------------------------------------------------

SPECIAL         The net asset value of the Fund's shares will fluctuate with changes in the market value
RISK            of its portfolio securities. The public utilities industry has certain characteristics
CONSIDERATIONS  and risks, and developments within that industry will affect the Fund's portfolio (see
                page 7). The Fund may invest up to 10% of its assets in foreign securities which entail
                additional risks (see pages 6-7). The value of public utility debt securities (and, to a
                lesser extent, equity securities) tends to have an inverse relationship to the movement
                of interest rates.
- -------------------------------------------------------------------------------------------------------
</TABLE>

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

2
<PAGE>
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

The  following table illustrates all expenses and fees that a shareholder of the
Fund will incur. The expenses and fees set forth in the table are for the fiscal
year ended December 31, 1994.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S>                                                 <C>
Maximum Sales Charge Imposed on Purchases.........   None
Maximum Sales Charge Imposed on Reinvested
 Dividends........................................   None
Deferred Sales Charge
  (as a percentage of the lesser of original
   purchase price or redemption proceeds).........   5.0%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    PERCENTAGE
                                                    OF AMOUNT
YEAR SINCE PURCHASE PAYMENT MADE                    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>

<TABLE>
<S>                                                                                               <C>
Redemption Fee..................................................................................   None
Exchange Fee....................................................................................   None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee..................................................................................  0.53%
12b-1 Fees*:....................................................................................  0.99%
Other Expenses..................................................................................  0.12%
Total Fund Operating Expenses...................................................................  1.64%
<FN>
- ------------------------
* A portion of the 12b-1 fee equal to 0.25% of the Fund's average daily net
  assets is characterized as a service fee within the meaning of National
  Association of Securities Dealers, Inc. ("NASD") guidelines (see "Purchase of
  Fund Shares").
</TABLE>

<TABLE>
<CAPTION>
                                                                                    10
EXAMPLE                                             1 YEAR    3 YEARS   5 YEARS    YEARS
- --------------------------------------------------  -------   -------   -------   -------
<S>                                                 <C>       <C>       <C>       <C>
You would pay the  following expenses on a  $1,000
 investment, assuming (1) 5% annual return and (2)
 redemption at the end of each time period........    $67       $82       $109      $194
You  would pay the following  expenses on the same
 investment, assuming no redemption...............    $17       $52       $89       $194
</TABLE>

THE ABOVE EXAMPLE SHOULD  NOT BE CONSIDERED A  REPRESENTATION OF PAST OR  FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES OF THE FUND MAY BE GREATER OR LESS THAN
THOSE SHOWN.

The purpose of this table is to assist the investor in understanding the various
costs  and  expenses  that  an  investor  in  the  Fund  will  bear  directly or
indirectly. For a  more complete description  of these costs  and expenses,  see
"The  Fund  and its  Management," "Plan  of  Distribution" and  "Redemptions and
Repurchases."

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

                                                                               3
<PAGE>
FINANCIAL HIGHLIGHTS
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The  following per  share data  and ratios  for a  share of  beneficial interest
outstanding throughout each period  have been audited  by Price Waterhouse  LLP,
independent  accountants. The financial highlights should be read in conjunction
with the financial statements, and notes  thereto and the unqualified report  of
the  independent accountants which are contained  in the Statement of Additional
Information. Further information about the performance of the Fund is  contained
in  the  Fund's Annual  Report to  Shareholders, which  may be  obtained without
charge upon request to the Fund.

<TABLE>
<CAPTION>
                                                                                                 FOR THE
                                                                                                  PERIOD
                                                                                                APRIL 29,
                                                                                                  1988*
                                                                                                 THROUGH
                                           FOR THE YEAR ENDED DECEMBER 31                        DECEMBER
                        ---------------------------------------------------------------------      31,
                          1994        1993        1992        1991        1990        1989         1988
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
<S>                     <C>         <C>         <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING
  PERFORMANCE:
Net asset value,
  beginning of
  period..............    $14.34      $13.37      $12.93      $11.48      $12.22      $10.41       $10.00
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
  Net investment
   income.............      0.63        0.61        0.63        0.65        0.65        0.63         0.40
  Net realized and
   unrealized gain
   (loss) on
   investments........     (2.04)       1.09        0.47        1.45       (0.71)       1.86         0.38
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
  Total from
   investment
   operations.........     (1.41)       1.70        1.10        2.10       (0.06)       2.49         0.78
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
  Less dividends and
   distributions from:
    Net investment
     income...........     (0.61)      (0.61)      (0.63)      (0.65)      (0.65)      (0.67)       (0.36)
    Net realized
     gain.............     (0.02)      (0.12)      (0.03)      --          (0.03)      (0.01)       (0.01)
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
  Total dividends and
   distributions......     (0.63)      (0.73)      (0.66)      (0.65)      (0.68)      (0.68)       (0.37)
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
Net asset value, end
  of period...........  $  12.30    $  14.34    $  13.37    $  12.93    $  11.48    $  12.22    $   10.41
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
                        ---------   ---------   ---------   ---------   ---------   ---------   ----------
TOTAL INVESTMENT
  RETURN+.............     (9.90)%     12.79%       8.75%      18.89%      (0.27)%     24.51%        7.90%(1)
RATIOS TO AVERAGE NET
  ASSETS:
  Expenses............      1.64%       1.46%       1.59%       1.59%       1.67%       1.68%        1.84%(2)
  Net investment
   income.............      4.67%       4.32%       5.05%       5.58%       5.85%       6.07%        6.69%(2)
SUPPLEMENTAL DATA:
  Net assets, end of
   period, in
   thousands..........  $2,826,991  $3,881,114  $2,925,831  $1,959,042  $1,369,038  $1,131,119  $457,845
Portfolio turnover
  rate................     11  %       16  %       14  %       13  %       13  %       25  %        12  %(1)
<FN>
- ------------------------------
 * COMMENCEMENT OF OPERATIONS.
 + DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE.
(1) NOT ANNUALIZED.
(2) ANNUALIZED.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

4
<PAGE>
THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------

Dean Witter Utilities Fund (the  "Fund") is an open-end, diversified  management
investment  company.  The  Fund is  a  trust of  the  type commonly  known  as a
"Massachusetts business trust" and was organized under the laws of Massachusetts
on December 8, 1987.

    Dean Witter InterCapital Inc. ("InterCapital" or the "Investment  Manager"),
whose address is Two World Trade Center, New York, New York 10048, is the Fund's
Investment  Manager.  The Investment  Manager, which  was incorporated  in July,
1992, is a  wholly-owned subsidiary of  Dean Witter Discover  & Co. ("DWDC"),  a
balanced  financial services organization providing  a broad range of nationally
marketed credit and investment products.

    InterCapital and its wholly-owned  subsidiary, Dean Witter Services  Company
Inc.,   serve  in  various  investment   management,  advisory,  management  and
administrative capacities to  ninety-one investment companies,  thirty of  which
are  listed  on the  New  York Stock  Exchange,  with combined  total  assets of
approximately $64.9 billion at  December 31, 1994.  The Investment Manager  also
manages  and  advises  portfolios  of  pension  plans,  other  institutions  and
individuals which aggregated approximately $2.0 billion at such date.

    The Fund  has  retained the  Investment  Manager to  provide  administrative
services,  manage its business  affairs and manage the  investment of the Fund's
assets. InterCapital has retained Dean  Witter Services Company Inc. to  perform
the aforementioned administrative services for the Fund.

    As  full compensation for the services  and facilities furnished to the Fund
and for expenses of the  Fund assumed by the  Investment Manager, the Fund  pays
the  Investment Manager  monthly compensation  calculated daily  by applying the
following annual rates to  the net assets of  the Fund as of  the close of  each
business  day: 0.65% of the  portion of the daily  net assets not exceeding $500
million, scaled down at various asset levels  to 0.425% of the portion of  daily
net  assets exceeding $5 billion.  For the fiscal year  ended December 31, 1994,
the Fund accrued total compensation to the Investment Manager amounting to 0.53%
of the Fund's average daily net assets and the Fund's total expenses amounted to
1.64% of the Fund's average daily net assets.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The investment objective of the Fund is to provide current income and  long-term
growth  of income  and capital.  This objective  is fundamental  and may  not be
changed without  shareholder  approval.  There  can be  no  assurance  that  the
investment  objective will be achieved. The Fund seeks to achieve its investment
objective by  investing  primarily  in equity  and  fixed-income  securities  of
companies  engaged in the public utilities  industry. The term "public utilities
industry"  consists  of  companies  engaged  in  the  manufacture,   production,
generation,  transmission, sale and distribution of  gas and electric energy, as
well as  companies engaged  in the  communications field,  including  telephone,
telegraph,  satellite,  microwave  and other  companies  providing communication
facilities for the public, but excluding public broadcasting companies.

    The Fund invests  in both  equity securities (common  stocks and  securities
convertible  into common stock) and fixed income securities (bonds and preferred
stock) in the public utilities industry. The Fund does not have any set policies
to concentrate within any particular segment of the utilities industry.

    Fixed-income securities in which the Fund may invest are debt securities and
preferred stocks, which  are rated  at the  time of  purchase Baa  or better  by
Moody's  Investors  Service, Inc.  ("Moody's") or  BBB or  better by  Standard &
Poor's Corporation ("S&P"), or which, if unrated, are deemed to be of comparable
quality  by  the  Fund's  Trustees.  The  Fund  may  also  purchase  equity  and
fixed-income securities issued by foreign issuers.

    Investments  in fixed-income  securities rated either  BBB by S&P  or Baa by
Moody's (the  lowest  credit ratings  designated  "investment grade")  may  have
speculative  characteristics and,  therefore, changes in  economic conditions or
other circumstances are more likely to  weaken their capacity to make  principal
and interest payments than would be the case with investments in securities with
higher  credit ratings. If a fixed-income security held by the Fund is rated BBB
or Baa and is subsequently downgraded by  a rating agency, the Fund will  retain
such  security in its portfolio until  the Investment Manager determines that it
is practicable to sell the security without undue market or tax consequences  to
the  Fund. In the event that such downgraded securities constitute 5% or more of
the Fund's total assets, the Investment Manager will sell immediately securities
sufficient to reduce the total to below 5%.

    While the Fund  will invest primarily  in the securities  of public  utility
companies,  under ordinary circumstances  it may invest  up to 35%  of its total
assets in  U.S. Government  securities (securities  issued or  guaranteed as  to
principal   and   interest   by  the   United   States  or   its   agencies  and
instrumentalities), money  market  instruments  and  repurchase  agreements,  as
described below. U.S. Government securities in which the Fund may invest include
zero coupon securities.

                                                                               5
<PAGE>
    There may be periods during which, in the opinion of the Investment Manager,
market  conditions warrant  reduction of  some or  all of  the Fund's securities
holdings. During  such  periods, the  Fund  may adopt  a  temporary  "defensive"
posture  in which  greater than 35%  of its net  assets are invested  in cash or
money market instruments.

RISK CONSIDERATIONS

REPURCHASE AGREEMENTS.  The Fund may enter into repurchase agreements, which may
be viewed as a type of secured lending by the Fund, and which typically  involve
the  acquisition  by  the  Fund  of debt  securities  from  a  selling financial
institution such as a bank, savings  and loan association or broker-dealer.  The
agreement provides that the Fund will sell back to the institution, and that the
institution will repurchase, the underlying security at a specified price and at
a  fixed time in the future,  usually not more than seven  days from the date of
purchase. While repurchase agreements involve certain risks not associated  with
direct  investments in debt securities, the  Fund follows procedures designed to
minimize those risks. These procedures include effecting repurchase transactions
only with large,  well-capitalized and  well-established financial  institutions
whose  financial  condition  will  be continually  monitored  by  the Investment
Manager subject to procedures established by the Board of Trustees of the Fund.

PRIVATE PLACEMENTS.   The  Fund may  invest  up to  5% of  its total  assets  in
securities  which are  subject to restrictions  on resale because  they have not
been registered under the  Securities Act of 1933,  as amended (the  "Securities
Act"),  or which are otherwise not  readily marketable. (Securities eligible for
resale pursuant to  Rule 144A  under the Securities  Act, and  determined to  be
liquid  pursuant to the procedures discussed in the following paragraph, are not
subject to the foregoing restriction).  These securities are generally  referred
to  as private placements or restricted securities. Limitations on the resale of
such securities  may have  an adverse  effect on  their marketability,  and  may
prevent  the Fund from disposing of them promptly at reasonable prices. The Fund
may have to bear the expense of  registering such securities for resale and  the
risk of substantial delays in effecting such registration.

    The  Securities  and Exchange  Commission has  adopted  Rule 144A  under the
Securities Act,  which  permits  the  Fund  to  sell  restricted  securities  to
qualified  institutional  buyers without  limitation.  The Adviser,  pursuant to
procedures adopted by the Trustees of the Fund, will make a determination as  to
the liquidity of each restricted security purchased by the Fund. If a restricted
security is determined to be "liquid," such security will not be included within
the  category "illiquid securities,"  which under current  policy may not exceed
10% of the Fund's net assets.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS.  From  time
to time, in the ordinary course of business, the Fund may purchase securities on
a  when-issued or delayed delivery basis or may purchase or sell securities on a
forward commitment basis. When  such transactions are  negotiated, the price  is
fixed  at the time of the commitment, but  delivery and payment can take place a
month or more after the date of the commitment. There is no overall limit on the
percentage of  the Fund's  assets which  may  be committed  to the  purchase  of
securities  on a when-issued,  delayed delivery or  forward commitment basis. An
increase in the  percentage of the  Fund's assets committed  to the purchase  of
securities  on a when-issued,  delayed delivery or  forward commitment basis may
increase the volatility of the Fund's net asset value.

WHEN, AS AND IF ISSUED SECURITIES.  The Fund may purchase securities on a "when,
as and if issued" basis  under which the issuance  of the security depends  upon
the  occurrence of a subsequent  event, such as approval  of a merger, corporate
reorganization, leveraged buyout or debt restructuring. If the anticipated event
does not occur and  the securities are  not issued, the Fund  will have lost  an
investment  opportunity.  There is  no overall  limit on  the percentage  of the
Fund's assets which may be committed to  the purchase of securities on a  "when,
as  and if  issued" basis. An  increase in  the percentage of  the Fund's assets
committed to the purchase of securities on a "when, as and if issued" basis  may
increase the volatility of the Fund's net asset value.

FOREIGN  SECURITIES.  The  Fund may invest up  to 10% of the  value of its total
assets, at  the time  of  purchase, in  securities  issued by  foreign  issuers.
Foreign  securities investments may be affected  by changes in currency rates or
exchange control regulations, changes in governmental administration or economic
or monetary policy (in the United States and abroad) or changed circumstances in
dealings between nations. Fluctuations in the relative rates of exchange between
the currencies  of  different  nations  will affect  the  value  of  the  Fund's
investments  denominated  in  foreign  currency.  Changes  in  foreign  currency
exchange rates relative to the U.S. dollar will affect the U.S. dollar value  of
the  Fund's  assets denominated  in that  currency and  thereby impact  upon the
Fund's total return on such assets.

    Investments in  foreign  securities will  also  occasion risks  relating  to
political  and  economic  developments  abroad,  including  the  possibility  of
expropriations or confiscatory taxation, limitations  on the use or transfer  of
Fund   assets  and  any  effects  of   foreign  social,  economic  or  political
instability. Foreign companies are not subject to the regulatory requirements of
U.S. companies and, as  such, there may be  less publicly available  information
about  such companies.  Moreover, foreign companies  are not  subject to uniform
accounting,  auditing  and  financial   reporting  standards  and   requirements
comparable  to those applicable  to U.S. companies.  Finally, in the  event of a
default of any foreign debt obligations, it  may be more difficult for the  Fund
to obtain or enforce a judgment against the issuers of such securities.

6
<PAGE>
    Securities  of foreign issuers may be less liquid than comparable securities
of U.S.  issuers  and,  as such,  their  price  changes may  be  more  volatile.
Furthermore,  foreign exchanges and broker-dealers are generally subject to less
government  and   exchange  scrutiny   and   regulation  than   their   American
counterparts.  Brokerage commissions,  dealer concessions  and other transaction
costs may be higher on foreign markets than in the U.S. In addition, differences
in clearance and settlement procedures on foreign markets may occasion delays in
settlements of  the  Fund's  trades  effected in  such  markets.  As  such,  the
inability  to dispose  of portfolio  securities due  to settlement  delays could
result in  losses to  the  Fund due  to subsequent  declines  in value  of  such
securities and the inability of the Fund to make intended security purchases due
to settlement problems could result in a failure of the Fund to make potentially
advantageous  investments. Investments in certain issuers may be speculative due
to certain political risks and may be subject to substantial price fluctuations.

PUBLIC UTILITIES INDUSTRY

The public utilities industry as a  whole has certain characteristics and  risks
particular  to  that  industry.  Unlike industrial  companies,  the  rates which
utility companies may charge their customers generally are subject to review and
limitation by governmental  regulatory commissions. Although  rate changes of  a
utility  usually fluctuate in approximate  correlation with financing costs, due
to political and regulatory factors rate changes ordinarily occur only following
a delay after the changes in financing costs. This factor will tend to favorably
affect a utility company's earnings and dividends in times of decreasing  costs,
but  conversely will tend to adversely  affect earnings and dividends when costs
are rising. In addition, the value of public utility debt securities (and, to  a
lesser  extent, equity securities) tends to  have an inverse relationship to the
movement of interest rates.

    Among the risks affecting the utilities industry are the following: risks of
increases in  fuel and  other operating  costs; the  high cost  of borrowing  to
finance  capital  construction  during  inflationary  periods;  restrictions  on
operations and  increased  costs  and delays  associated  with  compliance  with
environmental  and  nuclear  safety regulations;  the  difficulties  involved in
obtaining  natural  gas  for  resale  or  fuel  for  generating  electricity  at
reasonable  prices; the risks in connection  with the construction and operation
of nuclear power plants; the effects  of energy conservation and the effects  of
regulatory  changes, such as  the possible adverse effects  on profits of recent
increased competition among telecommunications  companies and the  uncertainties
resulting   from  such   companies'  diversification   into  new   domestic  and
international businesses, as well as  agreements by many such companies  linking
future  rate increases to inflation or other factors not directly related to the
actual operating profits of the enterprise.

PORTFOLIO MANAGEMENT

The Fund's portfolio is actively managed  by its Investment Manager with a  view
to achieving the Fund's investment objective. In determining which securities to
purchase  for the Fund or  hold in the Fund's  portfolio, the Investment Manager
will rely on information from various sources, including research, analysis  and
appraisals  of brokers and dealers, including Dean Witter Reynolds Inc. ("DWR"),
a broker-dealer affiliate of InterCapital, the views of Trustees of the Fund and
others regarding  economic  developments  and  interest  rate  trends,  and  the
Investment  Manager's  own analysis  of factors  it  deems relevant.  The Fund's
portfolio is managed within InterCapital's Large Capitalization Equities  Group,
which manages thirty-two equity funds and fund portfolios with approximately $19
billion  in  assets  as of  January  31,  1995. Edward  F.  Gaylor,  Senior Vice
President of InterCapital  and a member  of InterCapital's Large  Capitalization
Equity  Group, has  been the  primary portfolio  manager of  the Fund  since its
inception and has been a portfolio manager at InterCapital for over five years.

    Orders for transactions in portfolio  securities and commodities are  placed
for the Fund with a number of brokers and dealers, including DWR. Pursuant to an
order  of the Securities and Exchange  Commission, the Fund may effect principal
transactions in certain money market instruments with DWR. In addition, the Fund
may incur brokerage commissions on transactions conducted through DWR.

    Except as specifically noted, the  Fund's investment policies and  practices
discussed  above are not fundamental  policies of the Fund  and, as such, may be
changed without shareholder approval.

INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------

The investment restrictions listed below  are among the restrictions which  have
been  adopted by the Fund as fundamental  policies. A fundamental policy may not
be changed without the vote of the Fund's shareholders.

    The Fund may not:

        1. Invest  more  than  5% of  the  value  of its  total  assets  in  the
    securities of any one issuer (other than obligations issued or guaranteed by
    the United States Government, its agencies or instrumentalities).

        2.  Purchase more than  10% of all outstanding  voting securities or any
    class of securities of any one issuer.

        3. Invest 25% or more of the value of its total assets in securities  of
    issuers in any one industry,

                                                                               7
<PAGE>
    except that the Fund will concentrate in the public utilities industry. This
    restriction does not apply to obligations issued or guaranteed by the United
    States Government or its agencies or instrumentalities.

        4.  Invest more  than 10% of  its total assets  in "illiquid securities"
    (securities for  which  market quotations  are  not readily  available)  and
    repurchase agreements which have a maturity of longer than seven days.

        5. Invest more than 5% of the value of its total assets in securities of
    issuers  having a  record, together  with predecessors,  of less  than three
    years of  continuous operation.  This  restriction shall  not apply  to  any
    obligation  issued  or  guaranteed  by  the  United  States  Government, its
    agencies or instrumentalities.

PURCHASE OF FUND SHARES
- --------------------------------------------------------------------------------

The Fund  offers its  shares  for sale  to the  public  on a  continuous  basis.
Pursuant   to  a  Distribution  Agreement  between  the  Fund  and  Dean  Witter
Distributors Inc. (the "Distributor"), an  affiliate of the Investment  Manager,
shares  of the Fund  are distributed by  the Distributor and  offered by DWR and
other brokers and dealers who have entered into agreements with the  Distributor
("Selected  Broker-Dealers"). The principal executive  office of the Distributor
is located at Two World Trade Center, New York, New York 10048.

    The minimum initial purchase is $1,000. Subsequent purchases of $100 or more
may be made by sending a check, payable to Dean Witter Utilities Fund,  directly
to  Dean Witter Trust  Company (the "Transfer  Agent") at P.O.  Box 1040, Jersey
City, NJ 07303 or  by contacting a DWR  or other Selected Broker-Dealer  account
executive.  In the case of investments  pursuant to Systematic Payroll Deduction
Plans (including Individual Retirement Plans), the Fund, in its discretion,  may
accept  investments without regard to any  minimum amounts which would otherwise
be required if the Fund has  reason to believe that additional investments  will
increase  the investment in  all accounts under  such Plans to  at least $1,000.
Certificates for shares purchased will not be issued unless a request is made by
the shareholder in writing to the Transfer Agent.

    Shares of  the  Fund are  sold  through the  Distributor  on a  normal  five
business day settlement basis; that is, payment is due on the fifth business day
(settlement  date) after the order is placed with the Distributor. Shares of the
Fund purchased through the  Distributor are entitled  to any dividends  declared
beginning  on the  next business  day following  settlement date.  Since DWR and
other Selected Broker-Dealers forward investors' funds on settlement date,  they
will  benefit  from the  temporary use  of the  funds if  payment is  made prior
thereto. Shares  purchased  through  the  Transfer Agent  are  entitled  to  any
dividends  declared beginning on  the next business day  following receipt of an
order. As noted above,  orders placed directly with  the Transfer Agent must  be
accompanied by payment. The offering price will be the net asset value per share
next  determined following receipt of an  order (see "Determination of Net Asset
Value"). While no sales charge  is imposed at the  time shares are purchased,  a
contingent  deferred sales charge may be imposed  at the time of redemption (see
"Redemptions and  Repurchases"). Sales  personnel  are compensated  for  selling
shares  of the Fund  at the time of  their sale by  the Distributor and/or other
Selected Broker-Dealer.  In  addition,  some sales  personnel  of  the  Selected
Broker-Dealer  will receive  various types  of non-cash  compensation as special
sales incentives,  including trips,  educational  and/or business  seminars  and
merchandise.  The  Fund and  the  Distributor reserve  the  right to  reject any
purchase orders.

PLAN OF DISTRIBUTION

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the Act
(the "Plan"), under which the Fund pays the Distributor a fee, which is  accrued
daily  and payable monthly,  at an annual rate  of 1% of the  lesser of: (a) the
average daily aggregate gross sales of the Fund's shares since the inception  of
the   Fund  (not   including  reinvestments   of  dividends   or  capital  gains
distributions), less the average daily aggregate  net asset value of the  Fund's
shares  redeemed since  the Fund's  inception upon  which a  contingent deferred
sales charge has been  imposed or waived;  or (b) the  Fund's average daily  net
assets. This fee is treated by the Fund as an expense in the year it is accrued.
A  portion of the fee payable pursuant to the Plan, equal to 0.25% of the Fund's
average daily net assets, is characterized  as a service fee within the  meaning
of  NASD guidelines.  The service  fee is  a payment  made for  personal service
and/or the maintenance of shareholder accounts.

    Amounts paid under the Plan are paid to the Distributor to compensate it for
the services provided and  the expenses borne by  the Distributor and others  in
the  distribution of the Fund's shares, including the payment of commissions for
sales of the Fund's shares and  incentive compensation to and expenses of  DWR's
account executives and others who engage in or support distribution of shares or
who  service shareholder  accounts, including  overhead and  telephone expenses;
printing and distribution of  prospectuses and reports  used in connection  with
the  offering  of the  Fund's  shares to  other  than current  shareholders; and
preparation, printing  and  distribution  of sales  literature  and  advertising
materials.  In addition, the  Distributor may utilize fees  paid pursuant to the
Plan to compensate DWR and  other Selected Broker-Dealers for their  opportunity
costs in advancing such amounts, which compensation

8
<PAGE>
would be in the form of a carrying charge on any unreimbursed expenses incurred.

    For the fiscal year ended December 31, 1994, the Fund accrued payments under
the  Plan amounting to $32,283,970, which amount is equal to 0.99% of the Fund's
average daily net  assets for the  fiscal year. The  payments accrued under  the
Plan  were calculated pursuant  to clause (b) of  the compensation formula under
the Plan.

    At any given time, the Distributor may incur expenses in distributing shares
of the Fund which may be in excess of the total of (i) the payments made by  the
Fund  pursuant to the Plan,  and (ii) the proceeds  of contingent deferred sales
charges paid by investors  upon the redemption of  shares (see "Redemptions  and
Repurchases--Contingent  Deferred Sales Charge"). For  example, if $1 million in
expenses in distributing shares of the  Fund had been incurred and $750,000  had
been  received as  described in  (i) and  (ii) above,  the excess  expense would
amount to  $250,000.  The Distributor  has  advised  the Fund  that  the  excess
distribution  expenses, including the carrying  charge described above, totalled
$105,969,722 at December 31, 1994, which equalled 3.75% of the Fund's net assets
at such  date.  Because  there  is  no  requirement  under  the  Plan  that  the
Distributor  be reimbursed for all expenses or  any requirement that the Plan be
continued from year to year, such excess  amount, if any, does not constitute  a
liability of the Fund. Although there is no legal obligation for the Fund to pay
expenses  incurred in excess of payments made  to the Distributor under the Plan
and the proceeds  of contingent deferred  sales charges paid  by investors  upon
redemption  of shares, if  for any reason  the Plan is  terminated, the Trustees
will consider at  that time  the manner  in which  to treat  such expenses.  Any
cumulative expenses incurred, but not yet recovered through distribution fees or
contingent  deferred sales charges,  may or may not  be recovered through future
distribution fees or contingent deferred sales charges.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Fund is determined once daily at 4:00 p.m.,
New York time, on each  day that the New York  Stock Exchange is open by  taking
the  value of all assets of the  Fund, subtracting all its liabilities, dividing
by the number of shares outstanding and  adjusting to the nearest cent. The  net
asset  value per share will  not be determined on Good  Friday and on such other
federal and non-federal holidays as are observed by the New York Stock Exchange.

    In the calculation of  the Fund's net asset  value: (1) an equity  portfolio
security  listed or traded on the New  York or American Stock Exchange is valued
at its latest  sale price on  that exchange prior  to the time  when assets  are
valued;  if there were no  sales that day, the security  is valued at the latest
bid price (in cases where  a security is traded on  more than one exchange,  the
security  is valued  on the  exchange designated  as the  primary market  by the
Trustees); and (2)  all other  portfolio securities  for which  over-the-counter
market quotations are readily available are valued at the latest bid price. When
market quotations are not readily available, including circumstances under which
it  is determined  by the  Investment Manager  that sale  or bid  prices are not
reflective of  a security's  market value,  portfolio securities  are valued  at
their fair value as determined in good faith under procedures established by and
under the general supervision of the Board of Trustees.

    Short-term  debt securities with remaining maturities  of sixty days or less
at the  time of  purchase are  valued  at amortized  cost, unless  the  Trustees
determine  such does  not reflect  the securities'  market value,  in which case
these securities  will  be valued  at  their fair  value  as determined  by  the
Trustees.

    Certain  securities  in the  Fund's portfolio  may be  valued by  an outside
pricing service approved by the Fund's Trustees. The pricing service utilizes  a
matrix  system  incorporating  security  quality,  maturity  and  coupon  as the
evaluation model parameters, and/or research evaluations by its staff, including
review of broker-dealer market price quotations, in determining what it believes
is the  fair  valuation of  the  portfolio  securities valued  by  such  pricing
service.

SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

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

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

                                                                               9
<PAGE>
EASYINVESTSM.  Shareholders may subscribe  to EasyInvest, an automatic  purchase
plan  which  provides for  any  amount from  $100  to $5,000  to  be transferred
automatically from a checking or savings account, on a semi-monthly, monthly  or
quarterly basis, to the Transfer Agent for investment in shares of the Fund.

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

    Shareholders  should  contact  their  DWR  or  other  Selected Broker-Dealer
account executive or the Transfer Agent.

EXCHANGE PRIVILEGE

The Fund makes available  to its shareholders  an "Exchange Privilege"  allowing
the  exchange of shares of  the Fund for shares of  other Dean Witter Funds sold
with a contingent deferred sales charge  ("CDSC funds"), and for shares of  Dean
Witter Short-Term U.S. Treasury Trust, Dean Witter Limited Term Municipal Trust,
Dean  Witter Short-Term  Bond Fund  and five Dean  Witter Funds  which are money
market funds (the foregoing eight non-CDSC funds are hereinafter referred to  as
the  "Exchange  Funds"). Exchanges  may be  made  after the  shares of  the Fund
acquired by purchase (not by exchange  or dividend reinvestment) have been  held
for  thirty days. There is no waiting period for exchanges of shares acquired by
exchange or dividend reinvestment.

    An exchange to another CDSC  fund or any Exchange Fund  that is not a  money
market  fund is on the basis of the next calculated net asset value per share of
each fund after  the exchange order  is received. When  exchanging into a  money
market  fund from the Fund, shares  of the Fund are redeemed  out of the Fund at
their next calculated  net asset value  and the proceeds  of the redemption  are
used  to  purchase shares  of the  money market  fund at  their net  asset value
determined the  following day.  Subsequent exchanges  between any  of the  money
market  funds and any  of the CDSC funds  can be effected on  the same basis. No
contingent deferred  sales  charge  ("CDSC")  is imposed  at  the  time  of  any
exchange, although any applicable CDSC will be imposed upon ultimate redemption.
Shares of the Fund acquired in exchange for shares of another CDSC Fund having a
different  CDSC schedule  than that  of this  Fund will  be subject  to the CDSC
schedule of this  Fund, even if  such shares are  subsequently re-exchanged  for
shares  of the  CDSC fund  originally purchased. During  the period  of time the
shareholder remains in the  Exchange Fund (calculated from  the last day of  the
month  in which the Exchange Fund shares were acquired), the holding period (for
the purpose of determining the rate of the CDSC) is frozen. If those shares  are
subsequently  reexchanged  for  shares  of  a  CDSC  fund,  the  holding  period
previously frozen when the first  exchange was made resumes  on the last day  of
the month in which shares of a CDSC fund are reacquired. Thus, the CDSC is based
upon  the time (calculated as described above) the shareholder was invested in a
CDSC fund (see "Redemptions and Repurchases--Contingent Deferred Sales Charge").
However, in the case of shares of the Fund exchanged into an Exchange Fund, upon
a redemption of shares which results in  a CDSC being imposed, a credit (not  to
exceed  the amount of the CDSC) will be given in an amount equal to the Exchange
Fund 12b-1 distribution fees, if  any, incurred on or  after the date which  are
attributable  to those shares.  (Exchange Fund 12b-1  distribution fees, if any,
are described in the prospectuses for those funds.)

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

    Purchases and  exchanges should  be  made for  investment purposes  only.  A
pattern  of frequent  exchanges may  be deemed by  the Investment  Manager to be
abusive and contrary to the best interests of the Fund's other shareholders and,
at the Investment Manager's discretion, may be limited by the Fund's refusal  to
accept  additional purchases  and/or exchanges  from the  investor. Although the
Fund does not  have any  specific definition of  what constitutes  a pattern  of
frequent  exchanges,  and  will  consider all  relevant  factors  in determining
whether a particular situation is abusive and contrary to the best interests  of
the Fund and its other shareholders, investors should be aware that the Fund and
each  of the other Dean Witter Funds  may in their discretion limit or otherwise
restrict the number  of times this  Exchange Privilege may  be exercised by  any
investor.  Any such restriction will be made  by the Fund on a prospective basis
only, upon notice  to the  shareholder not later  than ten  days following  such
shareholder's most recent exchange.

    The  Exchange Privilege may be terminated or revised at any time by the Fund
and/or any of  such Dean Witter  Funds for which  shares of the  Fund have  been
exchanged,

10
<PAGE>
upon  such  notice  as  may  be  required  by  applicable  regulatory  agencies.
Shareholders  maintaining  margin   accounts  with  DWR   or  another   Selected
Broker-Dealer  are referred to their account executive regarding restrictions on
exchange of shares of the Fund pledged in the margin account.

    The current prospectus for each  fund describes its investment  objective(s)
and  policies, and  shareholders should obtain  a copy and  examine it carefully
before investing. Exchanges  are subject to  the minimum investment  requirement
and  any other conditions imposed by each  fund. An exchange will be treated for
federal income tax purposes the same as a repurchase or redemption of shares, on
which the shareholder may realize a  capital gain or loss. However, the  ability
to deduct capital losses on an exchange may be limited in situations where there
is  an exchange of shares within ninety days after the shares are purchased. The
Exchange Privilege is only available in states where an exchange may legally  be
made.

    If DWR or another Selected Broker-Dealer is the current dealer of record and
its  account  numbers  are part  of  the account  information,  shareholders may
initiate an exchange of shares of the Fund for shares of any of the Dean  Witter
Funds  (for which the Exchange Privilege is available) pursuant to this Exchange
Privilege by  contacting  their  DWR or  other  Selected  Broker-Dealer  account
executive   (no  Exchange  Privilege  Authorization  Form  is  required).  Other
shareholders (and those shareholders who are clients of DWR or another  Selected
Broker-Dealer  but who wish to make exchanges directly by writing or telephoning
the Transfer Agent) must complete and forward to the Transfer Agent an  Exchange
Privilege  Authorization Form, copies of which may be obtained from the Transfer
Agent, to initiate an exchange. If the Authorization Form is used, exchanges may
be made in writing or by contacting  the Transfer Agent at (800) 526-3143  (toll
free).  The  Fund will  employ reasonable  procedures  to confirm  that exchange
instructions communicated over  the telephone are  genuine. Such procedures  may
include requiring various forms of personal identification such as name, mailing
address,  social security  or other tax  identification number and  DWR or other
Selected Broker-Dealer account number (if any). Telephone instructions may  also
be recorded. If such procedures are not employed, the Fund may be liable for any
losses due to unauthorized or fraudulent instructions.

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

    Shareholders should  contact  their  DWR  or  other  Selected  Broker-Dealer
account  executive  or  the Transfer  Agent  for further  information  about the
Exchange Privilege.

REDEMPTIONS AND REPURCHASES
- --------------------------------------------------------------------------------

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

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

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

    A CDSC will not be imposed on (i) any amount which represents an increase in
value  of shares purchased  within the six years  preceding the redemption; (ii)
the current net asset value of shares purchased more than six years prior to the
redemption; and (iii) the  current net asset value  of shares purchased  through
reinvestment  of dividends or  distributions and/or shares  acquired in exchange
for shares  of Dean  Witter  Funds sold  with a  front-end  sales charge  or  of

                                                                              11
<PAGE>
other  Dean  Witter Funds  acquired in  exchange for  such shares.  Moreover, in
determining whether  a  CDSC is  applicable  it  will be  assumed  that  amounts
described  in (i), (ii) and  (iii) above (in that  order) are redeemed first. In
addition, no CDSC will be imposed on redemptions of shares which were  purchased
by  the employee benefit plans established  by DWR and SPS Transaction Services,
Inc. (an affiliate of DWR) for their employees as qualified under Section 401(k)
of the Internal Revenue Code.

    In addition, the CDSC, if otherwise  applicable, will be waived in the  case
of:  (i) redemptions of  shares held at  the time a  shareholder dies or becomes
disabled, only  if the  shares  are (a)  registered either  in  the name  of  an
individual  shareholder (not a trust),  or in the names  of such shareholder and
his or her spouse as joint tenants with right of survivorship, or (b) held in  a
qualified  corporate  or  self-employed retirement  plan,  Individual Retirement
Account or Custodial  Account under  Section 403(b)(7) of  the Internal  Revenue
Code,  provided in either case that the  redemption is requested within one year
of the death  or initial determination  of disability, and  (ii) redemptions  in
connection  with the  following retirement  plan distributions:  (a) lump-sum or
other distributions from a qualified corporate or self-employed retirement  plan
following  retirement (or in the case of a "key employee" of a "top heavy" plan,
following attainment  of  age 59  1/2);  (b) distributions  from  an  Individual
Retirement  Account or Custodial Account under Section 403(b)(7) of the Internal
Revenue Code following attainment of age 59 1/2; and (c) a tax-free return of an
excess contribution to an  IRA. For the purpose  of determining disability,  the
Distributor  utilizes the definition of disability contained in Section 72(m)(7)
of the  Internal Revenue  Code, which  relates  to the  inability to  engage  in
gainful  employment. All waivers  will be granted only  following receipt by the
Distributor of confirmation of the investor's entitlement.

REPURCHASE.  DWR and other Selected Broker-Dealers are authorized to  repurchase
shares  represented by a  share certificate which  is delivered to  any of their
offices. Shares held in a shareholder's account without a share certificate  may
also be repurchased by DWR and other Selected Broker-Dealers upon the telephonic
or telegraphic request of the shareholder. The repurchase price is the net asset
value  next computed (see "Purchase of Fund Shares") after such repurchase order
is received by DWR or other  Selected Broker-Dealers, reduced by any  applicable
CDSC.

    The CDSC, if any, will be the only fee imposed by the Fund, the Distributor,
DWR  or  other Selected  Broker-Dealers. The  offers by  DWR and  other Selected
Broker-Dealers to repurchase shares may be  suspended without notice by them  at
any time. In that event, shareholders may redeem their shares through the Fund's
Transfer Agent as set forth above under "Redemption."

PAYMENT  FOR SHARES REDEEMED  OR REPURCHASED.  Payment  for shares presented for
repurchase or redemption will be made  by check within seven days after  receipt
by  the Transfer Agent of the certificate  and/or written request in good order.
Such payment may be postponed or the right of redemption suspended under unusual
circumstances. If the  shares to  be redeemed  have recently  been purchased  by
check,  payment of the redemption  proceeds may be delayed  for the minimum time
needed to verify that the check used  for investment has been honored (not  more
than  fifteen days from the time of receipt of the check by the Transfer Agent).
Shareholders  maintaining  margin   accounts  with  DWR   or  another   Selected
Broker-Dealer  are referred to their account executive regarding restrictions on
redemption of shares of the Fund pledged in the margin account.

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

INVOLUNTARY REDEMPTION.  The Fund reserves the right, on sixty days' notice,  to
redeem,  at their  net asset  value, the shares  of any  shareholder (other than
shares held  in an  Individual  Retirement Account  or custodial  account  under
Section  403(b)(7) of the Internal Revenue Code) whose shares due to redemptions
by the shareholder have a value of less  than $100 or such lesser amount as  may
be fixed by the Trustees. No CDSC will be imposed on any involuntary redemption.

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

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

    All dividends and any capital gains distributions will be paid in additional
Fund shares  and automatically  credited to  the shareholder's  account  without
issuance  of a share certificate unless the shareholder requests in writing that
all  dividends  and/or  distributions  be   paid  in  cash.  (See   "Shareholder
Services--Automatic Investment of Dividends and Distributions".)

TAXES.   Because the Fund intends to distribute all of its net investment income
and capital gains to shareholders and otherwise remain qualified as a  regulated
investment
com-

12
<PAGE>
pany  under Subchapter M of  the Internal Revenue Code,  it is not expected that
the Fund will be required  to pay any federal  income tax. Shareholders who  are
required  to pay taxes on their income  will normally have to pay federal income
taxes, and  any state  income taxes,  on the  dividends and  distributions  they
receive from the Fund. Such dividends and distributions, to the extent that they
are  derived from  net investment  income or  net short-term  capital gains, are
taxable to  the  shareholder  as  ordinary  income  regardless  of  whether  the
shareholder receives such payments in additional shares or in cash.

    After  the  end  of  the  calendar  year,  shareholders  will  be  sent full
information on their dividends and capital gains distributions for tax purposes,
including information as to the portion  taxable as long-term capital gains  and
the  amount of dividends  eligible for the  Federal dividends received deduction
available to  corporations. To  avoid  being subject  to  a 31%  federal  backup
withholding  tax  on  taxable  dividends, capital  gains  distributions  and the
proceeds of redemptions and  repurchases, shareholders' taxpayer  identification
numbers must be furnished and certified as to their accuracy.

    Long-term  and  short-term capital  gains may  be generated  by the  sale of
portfolio securities by the Fund. Distributions of net long-term capital  gains,
if any, are taxable to shareholders as long-term capital gains regardless of how
long  a shareholder  has held  the Fund's shares  and regardless  of whether the
distribution is  received  in  additional  shares  or  in  cash.  Capital  gains
distributions are not eligible for the corporate dividends received deduction.

    Shareholders  should consult their  tax advisers as  to the applicability of
the foregoing to their current situation.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the  Fund may quote its "yield"  and/or its "total return"  in
advertisements  and sales literature. Both the yield and the total return of the
Fund are based on  historical earnings and are  not intended to indicate  future
performance.  The  yield of  the Fund  is  computed by  dividing the  Fund's net
investment income over a  30-day period by an  average value (using the  average
number of shares entitled to receive dividends and the net asset value per share
at  the  end  of  the  period), all  in  accordance  with  applicable regulatory
requirements. Such amount is compounded for six months and then annualized for a
twelve-month period to derive the Fund's yield.

    The "average annual total return" of the Fund refers to a figure  reflecting
the  average annualized  percentage increase  (or decrease)  in the  value of an
initial investment in the Fund of $1,000 over periods of one and five years,  as
well  as over  the life of  the Fund.  Average annual total  return reflects all
income earned  by the  Fund,  any appreciation  or  depreciation of  the  Fund's
assets,  all expenses incurred by the Fund  and all sales charges which would be
incurred by redeeming shareholders, for the period. It also assumes reinvestment
of all dividends and distributions paid by the Fund.

    In addition to the foregoing, the  Fund may advertise its total return  over
different  periods of time by means of aggregate, average, year-by-year or other
types of  total  return figures.  The  Fund may  also  advertise the  growth  of
hypothetical investments of $10,000, $50,000 and $100,000 in shares of the Fund.
Such  calculations  may  or may  not  reflect  the deduction  of  the contingent
deferred sales charge which, if reflected, would reduce the performance  quoted.
The  Fund  from time  to time  may  also advertise  its performance  relative to
certain performance rankings and  indexes compiled by independent  organizations
(such  as mutual fund performance rankings  of Lipper Analytical Services, Inc.,
the S&P 500 Stock Index and the Dow Jones Industrial Average).

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS.  All shares of beneficial  interest of the Fund are of $0.01  par
value and are equal as to earnings, assets and voting privileges.

    The  Fund is not required to hold Annual Meetings of Shareholders for action
by shareholder vote as may be required  by the Act or the Declaration of  Trust.
Under  ordinary  circumstances, the  Trustees may  be removed  by action  of the
Trustees or by the shareholders.

    Under Massachusetts law, shareholders of a business trust may, under certain
limited circumstances, be held personally liable as partners for obligations  of
the  Fund. However, the  Declaration of Trust contains  an express disclaimer of
shareholder liability for acts or obligations of the Fund, requires that  notice
of   such   Fund  obligations   include  such   disclaimer,  and   provides  for
indemnification and reimbursement of expenses out of the Fund's property for any
shareholder held personally liable  for the obligations of  the Fund. Thus,  the
risk  of  a  shareholder  incurring financial  loss  on  account  of shareholder
liability is limited to circumstances in  which the Fund itself would be  unable
to  meet its  obligations. Given the  above limitations  on shareholder personal
liability, and the nature of the Fund's assets and operations, in the opinion of
Massachusetts counsel to  the Fund, the  risk to Fund  shareholders of  personal
liability is remote.

                                                                              13
<PAGE>
CODE  OF ETHICS.  Directors, officers and employees of InterCapital, Dean Witter
Services Company Inc. and the Distributor are subject to a strict Code of Ethics
adopted by those companies. The  Code of Ethics is  intended to ensure that  the
interests  of shareholders  and other clients  are placed ahead  of any personal
interest, that no undue personal benefit is obtained from a person's  employment
activities  and that actual and potential  conflicts of interest are avoided. To
achieve these goals and comply with regulatory requirements, the Code of  Ethics
requires, among other things, that personal securities transactions by employees
of  the companies be subject to an  advance clearance process to monitor that no
Dean Witter Fund is engaged at the same  time in a purchase or sale of the  same
security.  The Code  of Ethics  bans the  purchase of  securities in  an initial
public offering, and also prohibits engaging in futures and option  transactions
and  profiting on short-term trading (that is, a purchase within sixty days of a
sale or a  sale within sixty  days of a  purchase) of a  security. In  addition,
investment  personnel may  not purchase  or sell  a security  for their personal
account within thirty days  before or after any  transaction in any Dean  Witter
Fund  managed  by them.  Any violations  of the  Code of  Ethics are  subject to
sanctions,  including  reprimand,  demotion  or  suspension  or  termination  of
employment.  The Code  of Ethics comports  with regulatory  requirements and the
recommendations in  the  recent  report  by  the  Investment  Company  Institute
Advisory Group on Personal Investing.

SHAREHOLDER  INQUIRIES.  All inquiries regarding  the Fund should be directed to
the Fund at the  telephone numbers or  address set forth on  the front cover  of
this Prospectus.

14
<PAGE>

DEAN WITTER
UTILITIES FUND
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

TRUSTEES
Jack F. Bennett
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder

OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive
Officer
Sheldon Curtis
Vice President, Secretary and
General Counsel
Edward F. Gaylor
Vice President
Thomas F. Caloia
Treasurer

CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
Dean Witter Trust Company
Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

INVESTMENT MANAGER
Dean Witter InterCapital Inc.


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