MORGAN STANLEY DEAN WITTER WORLD WIDE INCOME TRUST
497, 2000-02-09
Previous: EVISION USA COM INC, S-8, 2000-02-09
Next: TETRA TECHNOLOGIES INC, SC 13G, 2000-02-09



<PAGE>
                                                  PROSPECTUS -  FEBRUARY 3, 2000

Morgan Stanley Dean Witter
                                                         WORLD WIDE INCOME TRUST

[COVER PHOTO]

                  A MUTUAL FUND WHOSE PRIMARY INVESTMENT OBJECTIVE IS TO PROVIDE
                       A HIGH LEVEL OF CURRENT INCOME. AS A SECONDARY OBJECTIVE,
                          THE FUND SEEKS APPRECIATION IN THE VALUE OF ITS ASSETS

  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 Objectives...............                   1
                                   Principal Investment Strategies.....                   1
                                   Principal Risks.....................                   2
                                   Past Performance....................                   4
                                   Fees and Expenses...................                   5
                                   Additional Investment Strategy
                                   Information.........................                   6
                                   Additional Risk Information.........                   7
                                   Fund Management.....................                   8

Shareholder Information            Pricing Fund Shares.................                  10
                                   How to Buy Shares...................                  10
                                   How to Exchange Shares..............                  11
                                   How to Sell Shares..................                  13
                                   Distributions.......................                  15
                                   Tax Consequences....................                  15
                                   Share Class Arrangements............                  16

Financial Highlights               ....................................                  24

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 primary goal of selecting securities to pay
out income.
[End Sidebar]

THE FUND

[ICON]              INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------
                    Morgan Stanley Dean Witter World Wide Income Trust seeks as
                    a primary investment objective to provide a high level of
                    current income. As a secondary objective, the Fund seeks
                    appreciation in the value of its assets.

[ICON]              PRINCIPAL INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
                    The Fund will normally invest at least 65% of its total
                    assets in a portfolio of global fixed-income securities. The
                    securities may be issued or guaranteed by the U.S.
                    Government, its agencies or instrumentalities, or investment
                    grade securities issued by U.S. corporations, foreign
                    governments or foreign corporations. The securities also may
                    be issued or guaranteed by organizations designated or
                    supported by a government or government entity, such as the
                    European Economic Community and the World Bank.

                    The Fund's "Investment Manager," Morgan Stanley Dean Witter
                    Advisors Inc., actively allocates assets of the Fund among
                    various geographical regions, nations, currencies,
                    corporations and governmental entities in an attempt to
                    optimize income and, if possible, capital appreciation. In
                    this process, the Investment Manager considers several
                    factors, such as the yield of particular securities, the
                    anticipated appreciation of the securities, the state of the
                    issuers' local economies and markets, and the relationship
                    of the U.S. dollar to the local currencies. The Fund's
                    assets will normally be comprised of securities of issuers
                    located in at least three countries (which may include the
                    U.S.).

                    Fixed-income securities include debt securities and can take
                    the form of bonds, notes or money market instruments. The
                    issuer of the debt security borrows money from the investor
                    who buys the security. Most debt securities pay either fixed
                    or adjustable rates of interest at regular intervals until
                    they mature, at which point investors get their
                    principal back. The Fund's fixed income investments may
                    include zero-coupon securities, which are purchased at a
                    discount and either (i) pay no interest, or (ii) accrue
                    interest, but make no payments until maturity.

                    In addition to fixed-income securities, the Fund may invest
                    in forward currency contracts, options and futures,
                    mortgage-backed securities, convertible securities and
                    warrants.

                    In pursuing the Fund's investment objectives, 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.

                                                                               1
<PAGE>
[ICON]              PRINCIPAL RISKS
- --------------------------------------------------------------------------------
                    There is no assurance that the Fund will achieve its
                    investment objectives. The Fund's share price will fluctuate
                    with changes in the market value of the Fund's portfolio
                    securities. When you sell Fund shares, they may be worth
                    less than what you paid for them and, accordingly, you can
                    lose money investing in this Fund.

                    FIXED-INCOME SECURITIES. All fixed-income securities 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
                    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 interest.)
                    As merely illustrative of the relationship between
                    fixed-income securities and interest rates, the following
                    table shows how interest rates affect bond prices.

                               HOW INTEREST RATES AFFECT BOND PRICES

<TABLE>
<CAPTION>
                                                                                     PRICE PER $1,000 OF A BOND IF INTEREST RATES:
                                                                                                        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 prepayment risk. 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.

                    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. In
                    addition, while the Fund invests in investment grade
                    fixed-income securities, certain of these securities may
                    have speculative characteristics.

                    FOREIGN SECURITIES. The Fund's investments in foreign
                    securities (including depository receipts) may involve risks
                    in addition to the risks associated with domestic
                    securities. One additional risk is currency risk. While the
                    price of Fund shares is quoted in U.S. dollars, the Fund
                    generally converts U.S. dollars to a foreign market's local
                    currency to purchase a security in that market. If the value
                    of that local currency falls relative to

 2
<PAGE>
                    the U.S. dollar, the U.S. dollar value of the foreign
                    security will decrease. This is true even if the foreign
                    security's local price remains unchanged.

                    Foreign securities also have risks related to economic and
                    political developments abroad, including expropriations,
                    confiscatory taxation, exchange control regulation,
                    limitations on the use or transfer of Fund assets and any
                    effects of foreign social, economic or political
                    instability. Foreign companies, in general, are not subject
                    to the regulatory requirements of U.S. companies and, as
                    such, there may be less publicly available information about
                    these companies. Moreover, foreign accounting, auditing and
                    financial reporting standards generally are different from
                    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 the securities.

                    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
                    U.S. counterparts.

                    Many European countries have adopted or are in the process
                    of adopting a single European currency, referred to as the
                    "euro." The consequences of the euro conversion for foreign
                    exchange rates, interest rates and the value of European
                    securities the Fund may purchase are presently unclear. The
                    consequences may adversely affect the value and/or increase
                    the volatility of securities held by the Fund.

                    NON-DIVERSIFIED STATUS. The Fund is a "non-diversified"
                    mutual fund and, as such, its investments are not required
                    to meet certain diversification requirements under federal
                    law. Compared with "diversified" funds, the Fund may invest
                    a greater percentage of its assets in the securities of an
                    individual corporation or governmental entity. Thus, the
                    Fund's assets may be concentrated in fewer securities than
                    other funds. A decline in the value of those investments
                    would cause the Fund's overall value to decline to a greater
                    degree.

                    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 risks associated with investments in forward
                    currency contracts, options and futures, mortgage-backed
                    securities and convertible securities and warrants. 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 the past 10 calendar years.

AVERAGE ANNUAL
TOTAL RETURNS
This table compares the Fund's average annual returns with those of a broad
measure of market performance over time. The Fund's returns include the maximum
applicable sales charge for each Class and assume you sold your shares at the
end of each period.
[End Sidebar]

[ICON]              PAST PERFORMANCE
- --------------------------------------------------------------------------------
                    The bar chart and table below provide some indication of the
                    risks of investing in the Fund. The Fund's past performance
                    does not indicate how the Fund will perform in the future.

                    ANNUAL TOTAL RETURNS - CALENDAR YEARS

                    EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>   <C>
1990  16.63%
'91    1.08%
'92    3.11%
'93    9.90%
'94   -4.43%
'95   18.24%
'96   12.25%
'97    3.31%
'98    9.64%
'99   -9.31%
</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 7.25% (quarter ended
                    September 30, 1998) and the lowest return for a calendar
                    quarter was -4.57% (quarter ended March 31, 1999).

<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)                                -12.44%               --                --
                               -------------------------------------------------------------------------------------------
                                Class B                                   -13.59%             6.11%              5.70%
                               -------------------------------------------------------------------------------------------
                                Class C(1)                                -10.16%               --                --
                               -------------------------------------------------------------------------------------------
                                Class D(1)                                -8.31%                --                --
                               -------------------------------------------------------------------------------------------
                                Lehman Brothers Global
                                Intermediate Bond Index(2)                -2.80%              6.55%              7.83%
                               -------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
1                       Classes A, C and D commenced operations on July 28, 1997.
2                       The Lehman Brothers Global Intermediate Bond Index includes
                        local currency-denominated sovereign debt of 19 countries
                        with maturities of 1 to 10 years. The performance of the
                        Index does not include any expenses, fees 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.

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                           0.75%         0.75%         0.75%         0.75%
                               --------------------------------------------------------------------------------------------
                                Distribution and service (12b-1) fees    0.24%         0.85%         0.85%          None
                               --------------------------------------------------------------------------------------------
                                Other expenses                           0.49%         0.49%         0.49%         0.49%
                               --------------------------------------------------------------------------------------------
                                Total annual Fund operating expenses     1.48%         2.09%         2.09%         1.24%
                               --------------------------------------------------------------------------------------------
</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                   $569        $873      $1,199      $2,118
                               --------------------------------------------------------------------
                                CLASS B                   $712        $955      $1,324      $2,421
                               --------------------------------------------------------------------
                                CLASS C                   $312        $655      $1,124      $2,421
                               --------------------------------------------------------------------
                                CLASS D                   $126        $393      $  681      $1,500
                               --------------------------------------------------------------------

<CAPTION>
                                                                IF YOU HELD YOUR SHARES
                                                      -------------------------------------------
                                                       1 YEAR     3 YEARS     5 YEARS    10 YEARS
                               <S>                    <C>         <C>         <C>        <C>
                               ---------------------  -------------------------------------------
                                CLASS A                 $569        $873      $1,199      $2,118
                               ---------------------  -------------------------------------------
                                CLASS B                 $212        $655      $1,124      $2,421
                               ---------------------  -------------------------------------------
                                CLASS C                 $212        $655      $1,124      $2,421
                               ---------------------  -------------------------------------------
                                CLASS D                 $126        $393      $  681      $1,500
                               ---------------------  -------------------------------------------
</TABLE>

                    Long-term shareholders of Class B and 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.

                    FORWARD CURRENCY CONTRACTS. The Fund's investments also may
                    include forward currency contracts, which involve the
                    purchase or sale of a specific amount of foreign currency at
                    the current price with delivery at a specified future date.
                    The Fund may use these contracts to hedge against adverse
                    price movements in its portfolio securities and the
                    currencies in which they are denominated. The Fund also may
                    enter into "cross-currency" hedging transactions involving
                    currencies other than those in which securities are held or
                    proposed to be purchased are denominated. The Fund may
                    engage in "anticipatory" hedging transactions in which it
                    purchases or sells a specific amount of a foreign currency
                    in order to lock in the current exchange rate of a currency
                    in which a security that the Fund intends to purchase in the
                    future is denominated. The Fund may close out the
                    anticipatory hedge without purchasing the security.

                    OPTIONS AND FUTURES. The Fund may invest in put and call
                    options and futures with respect to interest rate indexes,
                    and options on foreign currencies. Options and futures may
                    be used to seek to protect against a decline in securities
                    or currency prices or an increase in prices of securities or
                    currencies that may be purchased.

                    MORTGAGE-BACKED SECURITIES. The Fund may invest in U.S. and
                    foreign 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. or non-U.S. governmental or private
                    lenders such as banks or mortgage loan companies. 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 or other
                    quarterly payments that are a "pass-through" of the monthly
                    interest and principal payments made by the individual
                    borrowers on the pooled mortgage loans.

                    The Fund may invest in mortgage pass-through securities that
                    are issued or guaranteed by the Government National Mortgage
                    Association, the Federal National Mortgage Association and
                    the Federal Home Loan Mortgage Corporation. These securities
                    are either direct obligations of the U.S. Government, or the
                    issuing agency/instrumentality has the right to borrow from
                    the U.S. Treasury to meet its obligations, although the
                    Treasury is not legally required to extend credit to the
                    agency/instrumentality.

                    Private mortgage pass-through securities also can be Fund
                    investments. They are issued by private originators of and
                    investors in mortgage loans, including savings and loan
                    associations, mortgage banks and foreign financial
                    institutions. Private mortgage pass-through securities
                    typically are not guaranteed by an entity having the credit
                    status of a U.S. Government agency.

                    CONVERTIBLE SECURITIES AND WARRANTS. The Fund may invest in
                    convertible securities and fixed-income securities with
                    stock features such as warrants.

                    DEFENSIVE INVESTING. The Fund may take temporary "defensive"
                    positions in attempting to respond to adverse market
                    conditions. The Fund may invest any

 6
<PAGE>
                    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.

                    PORTFOLIO TURNOVER. The Fund may engage in active and
                    frequent trading of its portfolio securities. The Financial
                    Highlights Table at the end of this PROSPECTUS shows the
                    Fund's portfolio turnover rates during recent fiscal years.
                    A portfolio turnover rate of 200%, for example, is
                    equivalent to the Fund buying and selling all of its
                    securities two times during the course of the year. A high
                    portfolio turnover rate (over 100%) could result in high
                    brokerage costs and an increase in taxable capital gains
                    distributions to the Fund's shareholders. See the sections
                    on "Distributions" and "Tax Consequences."

                    The percentage limitations relating to the composition of
                    the Fund's portfolio apply at the time the Fund acquires an
                    investment and refer to the Fund's net assets, unless
                    otherwise noted. Subsequent percentage changes that result
                    from market fluctuations 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.

                    FORWARD CURRENCY CONTRACTS. The Fund's participation in
                    forward currency contracts also involves risks. If the
                    Investment Manager employs a strategy that does not
                    correlate well with the Fund's investments or the currencies
                    in which the investments are denominated, currency contracts
                    could result in a loss. The contracts also may increase the
                    Fund's volatility and may involve a significant risk.

                    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 the
                    bond, currency or interest rate markets may be inaccurate,
                    and the adverse consequences to the Fund (e.g., a reduction
                    in the Fund's net asset value or a reduction in the amount
                    of income available for distribution) may leave the Fund in
                    a worse position than if these strategies were not used.
                    Other risks inherent in the use of 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. Certain options may be
                    over-the-counter options, which are options negotiated with
                    dealers; there is no secondary market for these investments.

                    MORTGAGE-BACKED SECURITIES. Mortgage-backed securities in
                    which the Fund may invest have different risk
                    characteristics than traditional debt securities. Although

                                                                               7
<PAGE>
[Sidebar]
MORGAN STANLEY DEAN WITTER ADVISORS INC.
The Investment Manager is widely recognized as a leader in the mutual fund
industry and together with Morgan Stanley Dean Witter Services Company Inc., its
wholly-owned subsidiary, had approximately $145 billion in assets under
management as of December 31, 1999.
[End Sidebar]
                    generally the value of fixed-income securities increases
                    during periods of falling interest rates and decreases
                    during periods of rising interest 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. Mortgage-backed securities, especially privately
                    issued mortgage-backed securities, may be more volatile and
                    less liquid than other traditional types of debt securities.

                    The markets for foreign mortgage-backed securities may not
                    be as well developed as U.S. markets. Those markets may be
                    less liquid than the U.S. market and the prices for foreign
                    mortgage-backed securities may be more volatile than U.S.
                    mortgage-backed securities.

                    CONVERTIBLE SECURITIES AND WARRANTS. The Fund's investments,
                    if any, in convertible securities and fixed-income
                    securities with stock features such as warrants, may carry
                    risks associated with both common stock and fixed-income
                    investments. In general, stock values fluctuate in response
                    to activities specific to the company as well as general
                    market, economic and political conditions.

[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, NY 10048.

                    The Fund's portfolio is managed within the Investment
                    Manager's Taxable Fixed-Income Group. Rajesh K. Gupta and
                    Peter J. Seeley are the primary portfolio managers of the
                    Fund, Mr. Gupta since February 1998 and Mr. Seeley since
                    December 1994. Mr. Gupta, Director of the Taxable Fixed
                    Income Group, Chief Administrative Officer of Investments
                    and Senior Vice President of the Investment Manager, has
                    been managing portfolios comprised of government securities
                    at the

 8
<PAGE>
                    Investment Manager for over five years. Peter J. Seeley, a
                    Vice President of the Investment Manager, has been managing
                    portfolios comprised of global fixed-income securities at
                    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 0.75% of the Fund's average daily net
                    assets.

                                                                               9
<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. With
                    respect to securities that are primarily listed on foreign
                    exchanges, the value of the Fund's portfolio securities may
                    change on days when you will not be able to purchase or sell
                    your shares.

                    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 may be 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.

                    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

 10
<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]
                    receive your purchase order. Your payment is due on the
                    third business day after you place your purchase order. 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 World Wide Income Trust.

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

[ICON]              HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
                    PERMISSIBLE FUND EXCHANGES. You may exchange shares of any
                    Class of the Fund for the same Class of any other
                    continuously offered Multi-Class Fund, 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

                                                                              11
<PAGE>
                    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 objectives, 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.

                    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.

 12
<PAGE>
                    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 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 net price calculated after
                    we receive your order to sell shares as described below.

<TABLE>
<CAPTION>
                               OPTIONS               PROCEDURES
                               <S>                   <C>
                               ----------------------------------------------------------------------------------
                                Contact your         To sell your shares, simply call your Morgan Stanley Dean
                                Financial Advisor    Witter Financial Advisor or other authorized financial
                                                     representative.
                                                     ------------------------------------------------------------
                                ICON                 Payment will be sent to the address to which the account is
                                                     registered or deposited in your brokerage account.
                               ----------------------------------------------------------------------------------
                                By Letter            You can also sell your shares by writing a "letter of
                                                     instruction" that includes:
                                ICON                 - your account number;
                                                     - the dollar amount or the number of shares you wish to
                                                       sell;
                                                     - the Class of shares you wish to sell; and
                                                     - the signature of each owner as it appears on the account.
                                                     ------------------------------------------------------------
                                                     If you are requesting payment to anyone other than the
                                                     registered owner(s) or that payment be sent to any address
                                                     other than the address of the registered owner(s) or
                                                     pre-designated bank account, you will need a signature
                                                     guarantee. You can generally 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.
                                                     ------------------------------------------------------------
</TABLE>

                                                                              13
<PAGE>
<TABLE>
<CAPTION>
                               OPTIONS               PROCEDURES
                               ----------------------------------------------------------------------------------
                               <S>                   <C>
                                By Letter,           Mail the letter to Morgan Stanley Dean Witter Trust FSB at
                                continued            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
                                                     $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 your
                    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.

                    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.

 14
<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]

                    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 distributed to shareholders
                    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,
                    the Fund will mail a check to you no later than seven
                    business days after the distribution is declared. No
                    interest will accrue on uncashed checks. If you wish to
                    change how your distributions are paid, your request should
                    be received by the Fund's transfer agent, Morgan Stanley
                    Dean Witter Trust FSB, at least five business days prior to
                    the record date of the distributions.

[ICON]              TAX CONSEQUENCES
- --------------------------------------------------------------------------------
                    As with any investment, you should consider how your Fund
                    investment will be taxed. The tax information in this
                    PROSPECTUS is provided as general information. You should
                    consult your own tax professional about the tax consequences
                    of an investment in the Fund.

                    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

                                                                              15
<PAGE>
                    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 information on
                    your dividends and capital gains for tax purposes.

                    TAXES ON SALES. Your sale of Fund shares normally is subject
                    to federal and state income tax and may result in a taxable
                    gain or loss to you. A sale also may be subject to local
                    income tax. Your exchange of Fund shares for shares of
                    another Morgan Stanley Dean Witter Fund is treated for tax
                    purposes like a sale of your original shares and a purchase
                    of your new shares. Thus, the exchange may, like a sale,
                    result in a taxable gain or loss to you and will give you a
                    new tax basis for your new shares.

                    When you open your Fund account, you should provide your
                    social security or tax identification number on your
                    investment application. By providing this information, you
                    will avoid being subject to a federal backup withholding tax
                    of 31% on taxable distributions and redemption proceeds. Any
                    withheld amount would be sent to the IRS as an advance tax
                    payment.

[ICON]              SHARE CLASS ARRANGEMENTS
- --------------------------------------------------------------------------------
                    The Fund offers several Classes of shares having different
                    distribution arrangements designed to provide you with
                    different purchase options according to your investment
                    needs. Your Morgan Stanley Dean Witter Financial Advisor or
                    other authorized financial representative can help you
                    decide which Class may be appropriate for you.

                    The general public is offered three Classes: Class A shares,
                    Class B shares and Class C shares, which differ principally
                    in terms of sales charges and ongoing expenses. A fourth
                    Class, Class D shares, is offered only to a limited category
                    of investors. Shares that you acquire through reinvested
                    distributions will not be subject to any front-end sales
                    charge or CDSC - contingent deferred sales charge. Sales
                    personnel may receive different compensation for selling
                    each Class of shares. The sales charges applicable to each
                    Class provide for the distribution financing of shares of
                    that Class.

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

<TABLE>
<CAPTION>
                                                                                                                   MAXIMUM ANNUAL
                               CLASS                      SALES CHARGE                                                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>

 16
<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]

                     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
                                                                    -------------------------------------------------
                               AMOUNT OF                                PERCENTAGE OF         APPROXIMATE PERCENTAGE
                               SINGLE TRANSACTION                   PUBLIC 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%                      0.0%
                               --------------------------------------------------------------------------------------
</TABLE>

                    The reduced sales charge schedule is applicable to purchases
                    of Class A shares in a single transaction by:

                    - A single account (including an individual, trust or
                      fiduciary account).

                    - Family member accounts (limited to husband, wife and
                      children under the age of 21).

                    - Pension, profit sharing or other employee benefit plans of
                      companies and their affiliates.

                    - Tax-exempt organizations.

                    - Groups organized for a purpose other than to buy mutual
                      fund shares.

                    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

                                                                              17
<PAGE>
                    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 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.

 18
<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]

                    - 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
                      purchase, and (2) the sale proceeds were maintained in the
                      interim in cash or a money market fund.

                    - Current or retired Directors/Trustees of the Morgan
                      Stanley Dean Witter Funds, such persons' spouses and
                      children under the age of 21, and trust accounts for which
                      any of such persons is a beneficiary.

                    - Current or retired directors, officers and employees of
                      Morgan Stanley Dean Witter & Co. and any of it
                      subsidiaries, such persons' spouses and children under the
                      age of 21, and trust accounts for which any of such
                      persons is a beneficiary.

                     CLASS B SHARES  Class B shares are offered at net asset
                    value with no initial sales charge but are subject to a
                    contingent deferred sales charge, or CDSC, as set forth in
                    the table below. For the purpose of calculating the CDSC,
                    shares are deemed to have been purchased on the last day of
                    the month during which they were purchased.

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

                    Each time you place an order to sell or exchange shares,
                    shares with no CDSC will be sold or exchanged first, then
                    shares with the lowest CDSC will be sold or exchanged next.
                    For any shares subject to a CDSC, the CDSC will be assessed
                    on an amount equal to the lesser of the current market value
                    or the cost of the shares being sold.

                    CDSC WAIVERS. A CDSC, if otherwise applicable, will be
                    waived in the case of:

                    - Sales of shares held at the time you die or become
                      disabled (within the definition in Section 72(m)(7) of the
                      Internal Revenue Code which relates to the ability to
                      engage in gainful employment), if the shares are:
                      (i) registered either in your name (not a trust) or in the
                      names of you and your spouse as joint tenants with right
                      of survivorship; or (ii) held in a qualified corporate or
                      self-employed

                                                                              19
<PAGE>
                      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 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 are also subject to an
                    annual distribution (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 reinvestment of
                    dividends or capital gains distributions), less the average
                    daily aggregate net asset value of the Fund's Class B shares
                    sold by all shareholders since the Fund's inception upon
                    which a CDSC has been imposed or waived, or (b) the average
                    daily net assets of Class B.

                    CONVERSION FEATURE. After ten (10) years, Class B shares
                    will convert automatically to Class A shares of the Fund
                    with no initial sales charge. The ten year period runs from
                    the last day of the month in which the shares were
                    purchased, or in the case of Class B shares acquired through
                    an exchange, from the last day of the month in which the
                    original Class B shares were purchased; the shares will
                    convert to

 20
<PAGE>
                    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.

                    EXCHANGING SHARES SUBJECT TO A CDSC. There are special
                    considerations when you exchange Fund shares that are
                    subject to a CDSC. When determining the length of time you
                    held the shares and the corresponding CDSC rate, any period
                    (starting at the end of the month) during which you held
                    shares of a fund that does NOT charge a CDSC WILL NOT BE
                    COUNTED. Thus, in effect the "holding period" for purposes
                    of calculating the CDSC is frozen upon exchanging into a
                    fund that does not charge a CDSC.

                    For example, if you held Class B shares of the Fund for one
                    year, exchanged to Class B of another Morgan Stanley Dean
                    Witter Multi-Class Fund for another year, then sold your
                    shares, a CDSC rate of 4% would be imposed on the shares
                    based on a two year holding period -- one year for each
                    Fund. However, if you had exchanged the shares of the Fund
                    for a Money Market Fund (which does not charge a CDSC)
                    instead of the Multi-Class Fund, then sold your shares, a
                    CDSC rate of 5% would be imposed on the shares based on a
                    one year holding period. The one year in the Money Market
                    Fund would not be counted. Nevertheless, if shares subject
                    to a CDSC are exchanged for a Fund that does not charge a
                    CDSC, you will receive a credit when you sell the shares
                    equal to the distribution (12b-1) fees you paid on those
                    shares while in that Fund up to the amount of any applicable
                    CDSC.

                    In addition, shares that are exchanged into or from a Morgan
                    Stanley Dean Witter Fund subject to a higher CDSC rate will
                    be subject to the higher rate, even if the shares are
                    re-exchanged into a Fund with a lower CDSC rate.

                     CLASS C SHARES  Class C shares are sold at net asset value
                    with no initial sales charge but are subject to a CDSC of
                    1.0% on sales made within one year after the last day of the
                    month of purchase. The CDSC will be assessed in the same
                    manner and with the same CDSC waivers as with Class B
                    shares.

                                                                              21
<PAGE>
                    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.

                     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.

 22
<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.

                                                                              23
<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
        throughout each year. 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        $9.12        $9.03        $9.33          $9.08          $8.55
            -----------------------------------------------------------------------------------------------------------
             INCOME (LOSS) FROM INVESTMENT
            OPERATIONS:
                Net investment income                     0.47         0.53         0.55           0.60           0.55
                Net realized and unrealized gain
                (loss)                                   (1.02)        0.20         0.07           0.48           0.48
                                                       -------      -------      -------       --------       --------
             Total income (loss) from investment
             operations                                  (0.55)        0.73         0.62           1.08           1.03
            -----------------------------------------------------------------------------------------------------------
             LESS DIVIDENDS AND DISTRIBUTIONS
            FROM:
                Net investment income                    (0.19)       (0.64)       (0.92)         (0.83)         (0.50)
                Paid-in-capital                          (0.38)          --           --             --             --
                                                       -------      -------      -------       --------       --------
             Total dividends and distributions           (0.57)       (0.64)       (0.92)         (0.83)         (0.50)
            -----------------------------------------------------------------------------------------------------------
             Net asset value, end of period              $8.00        $9.12        $9.03          $9.33          $9.08
            -----------------------------------------------------------------------------------------------------------

             TOTAL RETURN+                               (6.20)%       8.61%        7.05%         12.60%         12.45%
            -----------------------------------------------------------------------------------------------------------

             RATIOS TO AVERAGE NET ASSETS:
            -----------------------------------------------------------------------------------------------------------
             Expenses                                     2.09%(1)     2.07%(1)     2.02%          1.96%          1.93%
            -----------------------------------------------------------------------------------------------------------
             Net investment income                        5.53%(1)     6.01%(1)     6.07%          6.39%          6.21%
            -----------------------------------------------------------------------------------------------------------

             SUPPLEMENTAL DATA:
            -----------------------------------------------------------------------------------------------------------
             Net assets, end of period, in
             thousands                                 $65,415      $81,611      $94,556       $114,022       $138,165
            -----------------------------------------------------------------------------------------------------------
             Portfolio turnover rate                       144%         309%         345%           263%           254%
            -----------------------------------------------------------------------------------------------------------
</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 as
  Class B shares.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ 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>

 24
<PAGE>

<TABLE>
<CAPTION>
                                                       FOR THE YEAR ENDED OCTOBER 31,
                                                      --------------------------------      FOR THE PERIOD JULY 28, 1997*
                                                          1999               1998             THROUGH OCTOBER 31, 1997
            <S>                                       <C>                <C>                <C>
            -------------------------------------------------------------------------------------------------------------
             CLASS A SHARES++
            -------------------------------------------------------------------------------------------------------------
             SELECTED PER SHARE DATA:
            -------------------------------------------------------------------------------------------------------------
             Net asset value, beginning of
             period                                       $9.11              $9.02                      $8.97
            -------------------------------------------------------------------------------------------------------------
             INCOME (LOSS) FROM INVESTMENT
            OPERATIONS:
                Net investment income                      0.52               0.59                       0.15
                Net realized and unrealized gain
                (loss)                                    (1.02)              0.20                       0.05
                                                         ------             ------                     ------
             Total income (loss) from investment
             operations                                   (0.50)              0.79                       0.20
            -------------------------------------------------------------------------------------------------------------
             LESS DIVIDENDS AND DISTRIBUTIONS
            FROM:
                Net investment income                     (0.21)             (0.70)                     (0.15)
                Paid-in-capital                           (0.42)                --                         --
                                                         ------             ------                     ------
             Total dividends and distributions            (0.63)             (0.70)                     (0.15)
            -------------------------------------------------------------------------------------------------------------
             Net asset value, end of period               $7.98              $9.11                      $9.02
            -------------------------------------------------------------------------------------------------------------
             TOTAL RETURN+                                (5.56)%             9.16%                      2.27%(1)
            -------------------------------------------------------------------------------------------------------------
             RATIOS TO AVERAGE NET ASSETS:
            -------------------------------------------------------------------------------------------------------------
             Expenses                                      1.48%(3)           1.45%(3)                   1.46%(2)
            -------------------------------------------------------------------------------------------------------------
             Net investment income                         6.14%(3)           6.63%(3)                   6.69%(2)
            -------------------------------------------------------------------------------------------------------------
             SUPPLEMENTAL DATA:
            -------------------------------------------------------------------------------------------------------------
             Net assets, end of period, in
             thousands                                  $36,253             $1,227                       $682
            -------------------------------------------------------------------------------------------------------------
             Portfolio turnover rate                        144%               309%                       345%
            -------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

            <S>                                       <C>                <C>                <C>
             CLASS C SHARES++
            ------------------------------------------------------------------------------------------------------
             SELECTED PER SHARE DATA:
            ------------------------------------------------------------------------------------------------------
             Net asset value, beginning of
             period                                      $ 9.11             $ 9.02                  $ 8.97
            ------------------------------------------------------------------------------------------------------
             INCOME (LOSS) FROM INVESTMENT
            OPERATIONS:
                Net investment income                      0.47               0.53                    0.14
                Net realized and unrealized gain
                (loss)                                    (1.02)              0.20                    0.05
                                                         ------             ------                  ------
             Total income (loss) from investment
             operations                                   (0.55)              0.73                    0.19
            ------------------------------------------------------------------------------------------------------
             LESS DIVIDENDS AND DISTRIBUTIONS
            FROM:
                Net investment income                     (0.19)             (0.64)                  (0.14)
                Paid-in-capital                           (0.38)                --                      --
                                                         ------             ------                  ------
             Total dividends and distributions            (0.57)             (0.64)                  (0.14)
            ------------------------------------------------------------------------------------------------------
             Net asset value, end of period              $ 7.99             $ 9.11                  $ 9.02
            ------------------------------------------------------------------------------------------------------
             TOTAL RETURN+                                (6.19)%             8.62%                   2.12%(1)
            ------------------------------------------------------------------------------------------------------
             RATIOS TO AVERAGE NET ASSETS:
            ------------------------------------------------------------------------------------------------------
             Expenses                                      2.09%(3)           2.07%(3)                2.00%(2)
            ------------------------------------------------------------------------------------------------------
             Net investment income                         5.53%(3)           6.01%(3)                5.89%(2)
            ------------------------------------------------------------------------------------------------------
             SUPPLEMENTAL DATA:
            ------------------------------------------------------------------------------------------------------
             Net assets, end of period, in
             thousands                                     $805               $234                    $111
            ------------------------------------------------------------------------------------------------------
             Portfolio turnover rate                        144%               309%                    345%
            ------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>
* The date shares were first issued.
++ The per share amounts were computed using an average number of shares outstanding
during the period.
+ 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 YEAR ENDED OCTOBER 31,
                                                      --------------------------------      FOR THE PERIOD JULY 28, 1997*
                                                          1999               1998             THROUGH OCTOBER 31, 1997
            <S>                                       <C>                <C>                <C>
            -------------------------------------------------------------------------------------------------------------
             CLASS D SHARES++
            -------------------------------------------------------------------------------------------------------------

             SELECTED PER SHARE DATA:
            -------------------------------------------------------------------------------------------------------------
             Net asset value, beginning of
             period                                       $9.12              $9.03                      $8.97
            -------------------------------------------------------------------------------------------------------------
             INCOME (LOSS) FROM INVESTMENT
            OPERATIONS:
                Net investment income                      0.53               0.72                       0.16
                Net realized and unrealized gain
                (loss)                                    (0.99)              0.09                       0.05
                                                         ------             ------                     ------
             Total income (loss) from investment
             operations                                   (0.46)              0.81                       0.21
            -------------------------------------------------------------------------------------------------------------
             LESS DIVIDENDS AND DISTRIBUTIONS
            FROM:
                Net investment income                     (0.22)             (0.72)                     (0.15)
                Paid-in-capital                           (0.43)                --                         --
                                                         ------             ------                     ------
             Total dividends and distributions            (0.65)             (0.72)                     (0.15)
            -------------------------------------------------------------------------------------------------------------
             Net asset value, end of period               $8.01              $9.12                      $9.03
            -------------------------------------------------------------------------------------------------------------

             TOTAL RETURN+                                (5.29)%             9.41%                      2.44%(1)
            -------------------------------------------------------------------------------------------------------------

             RATIOS TO AVERAGE NET ASSETS:
            -------------------------------------------------------------------------------------------------------------
             Expenses                                      1.24%(3)           1.22%(3)                   1.16%(2)
            -------------------------------------------------------------------------------------------------------------
             Net investment income                         6.38%(3)           6.86%(3)                   6.83%(2)
            -------------------------------------------------------------------------------------------------------------

             SUPPLEMENTAL DATA:
            -------------------------------------------------------------------------------------------------------------
             Net assets, end of period, in
             thousands                                   $1,523             $1,006                        $39
            -------------------------------------------------------------------------------------------------------------
             Portfolio turnover rate                        144%               309%                       345%
            -------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
   <S>                     <C>
   * The date shares were first issued.
   ++ The per share amounts were computed using an average number of shares outstanding
   during the period.
   + 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                              27
<PAGE>
NOTES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 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>
MORGAN STANLEY DEAN WITTER
WORLD WIDE INCOME TRUST

[Sidebar]
TICKER SYMBOLS:

Class A:  WWIAX
- -------------------
Class B:  WWIBX
- -------------------
Class C:  WWICX
- -------------------
Class D:  WWIDX
- -------------------
[End Sidebar]

                    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.

(THE FUND'S INVESTMENT COMPANY ACT FILE NO. IS 811-5744)


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission