DEAN WITTER PRECIOUS METALS & MINERALS TRUST
497, 1996-02-08
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<PAGE>
                        DEAN WITTER
                        PRECIOUS METALS AND MINERAL TRUST
                        PROSPECTUS--FEBRUARY 1, 1996

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DEAN  WITTER  PRECIOUS METALS  AND MINERALS  TRUST (THE  "FUND") IS  AN OPEN-END
DIVERSIFIED MANAGEMENT INVESTMENT COMPANY, WHOSE INVESTMENT OBJECTIVE IS CAPITAL
APPRECIATION. THE  FUND  WILL  SEEK  TO  ACHIEVE  ITS  INVESTMENT  OBJECTIVE  BY
INVESTING  IN THE  SECURITIES OF FOREIGN  AND DOMESTIC COMPANIES  ENGAGED IN THE
EXPLORATION,  MINING,  FABRICATION,  PROCESSING,  DISTRIBUTION  OR  TRADING   OF
PRECIOUS  METALS AND  MINERALS OR IN  COMPANIES ENGAGED  IN FINANCING, MANAGING,
CONTROLLING OR  OPERATING COMPANIES  ENGAGED  IN THESE  ACTIVITIES AND  ALSO  BY
INVESTING  A  PORTION OF  ITS  ASSETS IN  GOLD,  SILVER, PLATINUM  AND PALLADIUM
BULLION AND COINS. (SEE "INVESTMENT OBJECTIVE AND POLICIES").

Shares of  the Fund  are continuously  offered at  net asset  value without  the
imposition  of  a  sales  charge. However,  redemptions  and/or  repurchases are
subject in most cases to a contingent deferred sales charge, scaled down from 5%
to 1% of the amount redeemed, if made within six years of purchase, which charge
will be  paid to  the  Fund's Distributor,  Dean  Witter Distributors  Inc.  See
"Redemptions  and Repurchases--Contingent  Deferred Sales  Charge." In addition,
the Fund pays the Distributor a Rule  12b-1 distribution fee pursuant to a  Plan
of  Distribution at  the annual rate  of 1.0% of  the lesser of  the (i) average
daily aggregate net  sales or (ii)  average daily  net assets of  the Fund.  See
"Purchase of Fund Shares--Plan of Distribution."

This  Prospectus sets  forth concisely  the information  you should  know before
investing in the  Fund. It  should be read  and retained  for future  reference.
Additional  information  about  the  Fund  is  contained  in  the  Statement  of
Additional Information, dated February  1, 1996, which has  been filed with  the
Securities  and Exchange  Commission, and which  is available at  no charge upon
request of  the Fund  at the  address  or telephone  numbers listed  below.  The
Statement of Additional Information is incorporated herein by reference.

<TABLE>
<CAPTION>
TABLE OF CONTENTS

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

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

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

The Fund and Its Management.......................       5

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

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

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

Purchase of Fund Shares...........................      10

Shareholder Services..............................      12

Redemptions and Repurchases.......................      14

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

Performance Information...........................      16

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

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

   
DEAN WITTER
PRECIOUS METALS AND MINERALS TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

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

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

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

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

   
<TABLE>
<S>             <C>
THE FUND        The  Fund is organized as a Trust, commonly known as a Massachusetts business trust, and
                is an  open-end, diversified  management investment  company. The  Fund invests  in  the
                securities  of  foreign  and  domestic companies  engaged  in  the  exploration, mining,
                fabrication, processing, distribution or trading of  precious metals and minerals or  in
                companies  engaged in financing, managing, controlling or operating companies engaged in
                these activities. The Fund also invests in gold, silver, platinum and palladium  bullion
                and coins directly.
- -------------------------------------------------------------------------------------------------------

SHARES OFFERED  Shares of beneficial interest with $0.01 par value (see page 17).
- -------------------------------------------------------------------------------------------------------

OFFERING        At  net asset value without sales charge (see page 10). Shares redeemed within six years
PRICE           of purchase are subject to a  contingent deferred sales charge under most  circumstances
                (see page 14).
- -------------------------------------------------------------------------------------------------------

MINIMUM         Minimum  initial investment,  $1,000 ($100 of  the accounts  opened through EasyInvest).
PURCHASE        Minimum subsequent investment, $100 (see page 10).
- -------------------------------------------------------------------------------------------------------

INVESTMENT      The investment objective of the Fund is to provide long-term capital appreciation.
OBJECTIVE
- -------------------------------------------------------------------------------------------------------

INVESTMENT      Dean Witter InterCapital Inc. ("InterCapital"), the Investment Manager of the Fund,  and
MANAGER         its  wholly-owned  subsidiary,  Dean  Witter Services  Company  Inc.,  serve  in various
                investment management, advisory, management and administrative capacities to ninety-five
                investment companies and other portfolios with assets under management of  approximately
                $79.5 billion at December 31, 1995 (see page 5).
- -------------------------------------------------------------------------------------------------------

MANAGEMENT      The  Investment Manager receives a monthly fee at  the annual rate of 0.80% of daily net
FEE             assets. This fee is higher than that  paid by most other investment companies (see  page
                5).
- -------------------------------------------------------------------------------------------------------

DIVIDENDS       Dividends  from net investment income and distributions  from net capital gains, if any,
                are paid  at  least  once  per  year. Dividends  and  capital  gains  distributions  are
                automatically  reinvested in additional shares at net asset value unless the shareholder
                elects to receive cash (see page 16).
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DISTRIBUTOR     Dean Witter Distributors  Inc. (the  "Distributor"). The Distributor  receives from  the
AND             Fund a distribution fee accrued daily and payable monthly at the rate of 1% per annum of
DISTRIBUTION    the  lesser of  (i) the  Fund's average  daily aggregate  net sales  or (ii)  the Fund's
FEE             average daily net assets. This fee compensates the Distributor for the services provided
                in distributing shares of the Fund and for sales-related expenses. The Distributor  also
                receives the proceeds of any contingent deferred sales charges (see page 11).
- -------------------------------------------------------------------------------------------------------

REDEMPTION--    Shares  are  redeemable  by  the shareholder  at  net  asset value.  An  account  may be
CONTINGENT      involuntarily redeemed if the total  value of the account is  less than $100 or, if  the
DEFERRED        account  was  opened through  EasyInvest,  if after  twelve  months the  Shareholder has
SALES CHARGE    invested less  than $1,000  in the  account. Although  no commission  or sales  load  is
                imposed  upon the purchase  of shares, a  contingent deferred sales  charge (scaled down
                from 5% to  1%) is  imposed on any  redemption of  shares if after  such redemption  the
                aggregate  current value of an account with the Fund falls below the aggregate amount of
                the investor's purchase  payments made during  the six years  preceding the  redemption.
                However,  there  is  no  charge  imposed  on  redemption  of  shares  purchased  through
                reinvestment of dividends or distributions (see pages 14-16).
- -------------------------------------------------------------------------------------------------------

RISKS           The net asset value of the Fund's shares will fluctuate with changes in the market value
                of its portfolio securities and with fluctuations  in the prices of precious metals  and
                minerals.  The prices of precious metals and minerals are affected by various world-wide
                economic, financial  and political  factors and  such  prices may  be subject  to  sharp
                fluctuations  over  short  periods  of  time  (see  page  6).  Additionally,  the Fund's
                investments in  foreign securities  involve certain  risks due  to changes  in  currency
                exchange rates, foreign securities exchange controls and foreign tax rates (see page 6).
                The  Fund's use of options and futures  transactions may also involve special risks (see
                page 7).
- -------------------------------------------------------------------------------------------------------
</TABLE>
    

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

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

The  following table illustrates all expenses and fees that a shareholder of the
Fund will incur. The expenses and fees set forth in the table are for the fiscal
year ended October 31, 1995.

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

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

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

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

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
 AVERAGE NET ASSETS)
Management Fees...................................   .80%
12b-1 Fees*.......................................  1.00%
Other Expenses....................................   .49%
Total Fund Operating Expenses.....................  2.29%
<FN>
- ------------------------
* A portion  of the 12b-1  fee equal to  0.25% of the  Fund's average daily  net
  assets  is  characterized as  a  service fee  within  the meaning  of National
  Association of Securities Dealers, Inc. ("NASD") guidelines (see "Purchase  of
  Fund Shares").
</TABLE>

<TABLE>
<CAPTION>
                                                                                    10
EXAMPLE                                             1 YEAR    3 YEARS   5 YEARS    YEARS
- --------------------------------------------------  -------   -------   -------   -------
<S>                                                 <C>       <C>       <C>       <C>
You  would pay the following  expenses on a $1,000
 investment, assuming (1) 5% annual return and (2)
 redemption at the end of each time period:.......    $73       $101      $142      $262
You would pay the  following expenses on the  same
 investment, assuming no redemption:..............    $23       $71       $122      $262
</TABLE>

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

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

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

                                                                               3
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                                                   FOR THE PERIOD
                                                           FOR THE YEAR ENDED OCTOBER 31          AUGUST 6, 1990*
                                                    --------------------------------------------  THROUGH OCTOBER
                                                      1995     1994     1993     1992     1991        31, 1990
                                                    --------  -------  -------  -------  -------  ----------------
<S>                                                 <C>       <C>      <C>      <C>      <C>      <C>
PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period............    $11.45   $10.80   $ 7.87   $ 8.59   $ 8.57        $10.00
                                                    --------  -------  -------  -------  -------       -------
  Net investment income (loss)....................     (0.08)   (0.06)   (0.04)   (0.05)    0.06          0.05
  Net realized and unrealized gain (loss).........     (1.38)    0.73     2.97    (0.62)    0.03         (1.48)
                                                    --------  -------  -------  -------  -------       -------
  Total from investment operations................     (1.46)    0.67     2.93    (0.67)    0.09         (1.43)
                                                    --------  -------  -------  -------  -------       -------
  Less dividends and distributions from:
    Net investment income.........................       -0-      -0-      -0-    (0.04)   (0.07)          -0-
    Net realized gain.............................     (0.22)   (0.02)     -0-    (0.01)     -0-           -0-
                                                    --------  -------  -------  -------  -------       -------
  Total dividends and distributions...............     (0.22)   (0.02)     -0-    (0.05)   (0.07)          -0-
                                                    --------  -------  -------  -------  -------       -------
  Net asset value, end of period..................    $ 9.77   $11.45   $10.80   $ 7.87   $ 8.59        $ 8.57
                                                    --------  -------  -------  -------  -------       -------
                                                    --------  -------  -------  -------  -------       -------
TOTAL INVESTMENT RETURN+..........................    (12.78)%    6.18%   37.23%   (7.97)%    1.23%       (14.30)%(1)
RATIOS TO AVERAGE NET ASSETS:
  Expenses........................................      2.29%    2.28%    2.79%    3.30%    2.18 (4)         1.49%(2)(3)
  Net investment income (loss)....................     (0.70)%   (0.87)%   (1.07)%   (0.74)%    0.93 (4)         2.99%(2)(3)
SUPPLEMENTAL DATA:
  Net assets, end of period, in thousands.........  $ 55,448  $73,444  $45,204  $15,135  $11,246        $5,843
  Portfolio turnover rate.........................        23%      46%      25%       9%      11%     -0-     %(1)
<FN>
- --------------------------
 *  COMMENCEMENT OF OPERATIONS.
 +  DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE.
(1) NOT ANNUALIZED.
(2) ANNUALIZED.
(3) IF  THE FUND  HAD BORNE  ALL EXPENSES  THAT WERE  ASSUMED OR  WAIVED BY  THE
    INVESTMENT MANAGER (AFTER APPLICATION OF THE FUND'S EXPENSE LIMITATION), THE
    ABOVE  ANNUALIZED EXPENSE AND  NET INVESTMENT INCOME  RATIOS WOULD HAVE BEEN
    3.50% AND 0.98%, RESPECTIVELY.
(4) IF  THE FUND  HAD BORNE  ALL EXPENSES  THAT WERE  ASSUMED OR  WAIVED BY  THE
    INVESTMENT MANAGER (AFTER APPLICATION OF THE FUND'S EXPENSE LIMITATION), THE
    ABOVE  ANNUALIZED EXPENSE AND  NET INVESTMENT INCOME  RATIOS WOULD HAVE BEEN
    3.50% AND (0.39)%, RESPECTIVELY.
</TABLE>

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

Dean Witter Precious  Metals and  Minerals Trust  (the "Fund")  is an  open-end,
diversified  management  investment company.  The Fund  is a  trust of  the type
commonly known as a "Massachusetts business  trust" and was organized under  the
laws of Massachusetts on December 28, 1989.

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

    InterCapital  and its wholly-owned subsidiary,  Dean Witter Services Company
Inc.,  serve  in  various   investment  management,  advisory,  management   and
administrative  capacities to ninety-five investment  companies, thirty of which
are listed on the New York Stock Exchange, with combined assets of approximately
$76.9 billion  at  December  31,  1995.  The  Investment  Manager  also  manages
portfolios of pension plans, other institutions and individuals which aggregated
approximately $2.6 billion at such date.

    The  Fund  has retained  the  Investment Manager  to  provide administrative
services, manage its business  affairs and manage the  investment of the  Fund's
assets,  including the placing of orders for  the purchase and sale of portfolio
securities. InterCapital  has  retained Dean  Witter  Services Company  Inc.  to
perform  the  aforementioned administrative  services for  the Fund.  The Fund's
Trustees review the various services provided  by or under the direction of  the
Investment  Manager to  ensure that the  Fund's general  investment policies and
programs are being  properly carried  out and that  administrative services  are
being provided to the Fund in a satisfactory manner.

    As  full compensation for the services  and facilities furnished to the Fund
and for expenses of the  Fund assumed by the  Investment Manager, the Fund  pays
the  Investment Manager  monthly compensation  calculated daily  by applying the
annual rate of 0.80% of the Fund's net assets. For the fiscal year ended October
31, 1995,  the  Fund  accrued  total  compensation  to  the  Investment  Manager
amounting  to 0.80% of the Fund's average  daily net assets and the Fund's total
expenses amounted to 2.29% of the Fund's average daily net assets.

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

The investment objective of the Fund is long-term capital appreciation. The Fund
will attempt to achieve its investment objective by investing principally in the
securities of foreign and domestic companies engaged in the exploration, mining,
fabrication, processing, distribution or trading of precious metals and minerals
or in  companies  engaged  in  financing,  managing,  controlling  or  operating
companies  engaged in these  activities and also  by investing a  portion of its
assets in gold, silver, platinum and  palladium bullion and coins. There can  be
no  assurance  that  the  Fund's  investment  objective  will  be  achieved. The
investment objective of the Fund is a  fundamental policy and, as such, may  not
be  changed without the  approval of the  shareholders of the  Fund. Because the
securities in which the Fund invests may involve risks not associated with  more
traditional  investments, an  investment in the  Fund, by itself,  should not be
considered a balanced investment program.

    Except during temporary defensive periods, the Fund will invest at least 65%
of its total  assets in  precious metals  and minerals  securities and  precious
metals  bullion and coins  as well as  other precious metals-related investments
(such as debt instruments  indexed to or payable  in precious metals  warrants).
This concentration policy is a fundamental policy of the Fund.

    The  precious metals and  minerals securities in which  the Fund will invest
include foreign and domestic common  stocks, securities convertible into  common
stocks,   preferred  stocks,  debt  securities,  precious  metals  indexed  debt
securities and options issued by  companies engaged in the exploration,  mining,
fabricating,   processing,  distributing  or  trading  of  precious  metals  and
minerals. A  company  will be  considered  to  be principally  engaged  in  such
activities  if it derives more than 50% of  its income or devotes 50% or more of
its assets to such activities.

    Up to 35% of the Fund's total assets may be invested in (a) common stocks of
companies that derive less  than 50% of  their income or devote  50% or less  of
their  assets to  precious metals  and minerals  activities, (b)  long-term U.S.
Government securities (securities guaranteed as to principal and interest by the
U.S. Government or its agencies  or instrumentalities) and (c) short-term  money
market  instruments such as obligations of,  or guaranteed by, the United States
government,  its  agencies  or  instrumentalities;  commercial  paper;  banker's
acceptances  and  certificates  of  deposit of  U.S.  domestic  banks, including
foreign branches of domestic  banks, with assets of  $500 million or more;  time
deposits;  or debt  securities rated  within the  two highest  grades by Moody's
Investors Service ("Moody's") or  Standard & Poor's  Corporation ("S&P") or,  if
not rated, are of comparable quality as determined by the Investment Manager and
which  mature  within  one  year  from  the  date  of  purchase.  Investments in
short-term money market instruments may equal more than 35% of the Fund's assets
during  temporary  defensive  periods.   Additionally,  within  the   percentage
limitation described above, up to 20% of the

                                                                               5
<PAGE>
Fund's  total assets may be invested  in long-term U.S. Government securities in
order to  offset  the possible  decline  in the  value  of precious  metals  and
precious metals securities during periods of low inflation rates.

    Because most of the world's gold production is outside of the United States,
the  Fund  expects  that  a majority  of  its  assets will  be  invested  in the
securities of foreign issuers. The  percentage of assets invested in  particular
countries  or regions, however, will  change from time to  time according to the
Investment  Manager's  judgement  of  their  political  stability  and  economic
outlook. Under normal market conditions, the Fund intends to invest at least 30%
of  its assets in the  securities of foreign issuers.  Such securities may be in
the form of American Depository Receipts ("ADRs"), European Depository  Receipts
("EDRs")  or  other similar  securities convertible  into securities  of foreign
issuers. These  securities  may  not  necessarily be  denominated  in  the  same
currency  as the securities into which they  may be converted. ADRs are receipts
typically issued by a United States  bank or trust company evidencing  ownership
of  the underlying securities.  EDRs are European  receipts evidencing a similar
arrangement with  a  European bank.  Generally,  ADRs in  registered  form,  are
designed  for use in  the United States  securities markets and  EDRs, in bearer
form, are designed for use in the European securities markets. In the event that
ADRs or EDRs are not available for a particular security, the Fund  nevertheless
may  invest in  that security.  Such securities may  or may  not be  listed on a
foreign securities exchange.

    The Fund will also invest a portion of its assets in gold, silver,  platinum
and  palladium  bullion  and  coins  (or  certificates,  receipts  or  contracts
representing ownership interests in these precious metals). While it is intended
that no  more than  25% of  the Fund's  total assets  will be  invested in  such
bullion  or coins,  the Fund's  investment in  bullion or  coins may  be further
restricted in order to comply with regulations of states where the Fund's shares
are qualified for sale.

    Bullion and coins  will only be  bought from  and sold to  U.S. and  foreign
banks,  regulated  U.S.  commodities  exchanges,  exchanges  affiliated  with  a
regulated U.S. stock  exchange, and dealers  who are members  of, or  affiliated
with  members  of, a  regulated U.S.  commodities  exchange, in  accordance with
applicable investment laws.  Gold, silver, platinum  and palladium bullion  will
not  be purchased in any form that is  not readily marketable. Coins will not be
purchased for their numismatic value and will not be considered for purchase  if
they  cannot  be  bought or  sold  in an  active  market. Any  bullion  or coins
purchased by the Fund will be delivered to and stored with a qualified custodian
bank in the U.S. Investors  should note that bullion  and coins do not  generate
income,  offering only the  potential for capital  appreciation or depreciation,
and in these transactions the Fund may encounter higher custody and  transaction
costs  than those normally associated with  the ownership of securities, as well
as shipping and  insurance costs.  The Fund may  attempt to  minimize the  costs
associated  with actual custody  of bullion or  coins by the  use of receipts or
certificates representing  ownership interests  in  these precious  metals.  The
Fund's   Investment  Manager  believes  that   investments  in  precious  metals
themselves could  serve to  moderate fluctuations  in the  value of  the  Fund's
portfolio  since  at times  the prices  of  precious metals  have tended  not to
fluctuate as widely as the securities of  issuers engaged in the mining of  such
metals.

RISK CONSIDERATIONS

Investments  related  to  gold  and  other  precious  metals  and  minerals  are
considered speculative  and  are impacted  by  a host  of  world-wide  economic,
financial  and political factors.  Prices of gold and  other precious metals may
fluctuate sharply over  short periods  of time due  to changes  in inflation  or
expectations  regarding  inflation  in various  countries,  the  availability of
supplies of these precious metals, changes in industrial and commercial  demand,
metal  sales by governments, central banks or international agencies, investment
speculation, monetary and  other economic  policies of  various governments  and
governmental  restrictions on the  private ownership of  certain precious metals
and minerals.

    At the present  time, there  are five major  producers of  gold bullion.  In
order  of magnitude they are: the Republic of South Africa, the successor states
of the former Soviet Union, Canada,  the United States and Australia.  Political
and  economic conditions  in these  countries may  have a  direct effect  on the
mining, distribution and price of gold and sales of central bank gold holdings.

FOREIGN SECURITIES.  The Fund expects  that a significant portion of its  assets
will  be invested in securities of  foreign issuers because companies engaged in
activities relating  to  precious metals  and  minerals are  frequently  located
outside  the United  States. Investments  in the  securities of  foreign issuers
involve special risks.  These risks include:  less public information  available
about  foreign companies than is available about U.S. companies; less government
regulation of stock exchanges,  brokers, listed companies  and banks in  foreign
countries than in the United States; foreign stock markets have less volume than
the  United States markets and the securities of some foreign companies are less
liquid and  more  volatile  than  the securities  of  comparable  United  States
companies;  foreign  companies,  generally,  are  not  subject  to  the  uniform
accounting, auditing and financial reporting standards and practices  applicable
to  United  States companies;  the possibility  of  expropriation of  assets, or
confiscatory taxation  of investments  or nationalization  of bank  deposits  by
foreign  governments;  the  possible  establishment  of  exchange  controls  and
currency blockages  by  foreign  governments;  adverse  political  and  economic
developments and the difficulties of obtaining and enforcing a judgement against
the issuers of foreign securities; and fluctuations in foreign currency exchange
rates which may

6
<PAGE>
affect  the value of  the Fund's portfolio securities  (and consequently the net
asset value of the  Fund's shares), the value  of dividends and interest  earned
and  gains and losses realized  on the sale of securities,  and the value of net
investment income and unrealized appreciation or depreciation of investments. In
addition, differences in clearance and settlement procedures on foreign  markets
may  occasion  delays  in settlements  of  the  Fund's trades  effected  in such
markets. As  such, the  inability  to dispose  of  portfolio securities  due  to
settlement  delays could result in losses to the Fund due to subsequent declines
in value of  such securities  and the  inability of  the Fund  to make  intended
security  purchases due to settlement problems could  result in a failure of the
Fund to make potentially advantageous investments.

FOREIGN CURRENCY
EXCHANGE TRANSACTIONS

As a  way of  managing exchange  rate risks,  the Fund  may enter  into  foreign
currency  exchange transactions either on a cash basis at the rate prevailing in
the currency  exchange market,  or  by entering  into forward  foreign  currency
exchange contracts to buy or sell currencies.

    A  forward foreign currency exchange  contract ("forward contract") involves
an obligation to purchase or  sell a specific currency  at a future date,  which
may be any fixed number of days from the date of the contract agreed upon by the
parties,  at a  price set at  the time of  the contract. These  contracts may be
bought or  sold to  protect the  Fund's  portfolio, to  some degree,  against  a
possible  loss  resulting from  an adverse  change  in the  relationship between
foreign currencies and the U.S. dollar. Forward contracts can be used to protect
the value of the Fund's investment securities by establishing a rate of exchange
that the Fund can achieve  at some future point in  time; they do not  eliminate
fluctuations  in the underlying prices of the securities. Additionally, although
forward contracts tend  to minimize the  risk of loss  due to a  decline in  the
value of the hedged currency, at the same time, they tend to limit any potential
gains  that might result  should the value  of such currency  increase. The Fund
does not intend  to commit more  than 20% of  the value of  its total assets  to
forward  contracts for position hedging at any one time. Additionally, the Fund,
generally, will not enter into a forward  contract with a term greater than  one
year.

OPTIONS AND FUTURES TRANSACTIONS

The  Fund is permitted to  enter into call and  put options on equity securities
listed on various U.S.  securities exchanges ("Listed  Options") and written  in
over-the-counter transactions ("OTC options").

    Listed options are issued by the Options Clearing Corporation ("OCC").

    OTC  options are  purchased from or  sold (written) to  dealers or financial
institutions which have entered into direct  agreements with the Fund. The  Fund
is  permitted to  write covered  call options  on portfolio  securities, without
limit, in order to aid it in achieving its investment objective.

    The Fund may purchase  listed or OTC  put or call  options on its  portfolio
securities in amounts exceeding no more than 10% of its total assets.

    The Fund may purchase call options only to close out a covered call position
or  to protect  against an increase  in the  price of a  security it anticipates
purchasing. The Fund may  purchase put options on  securities which it holds  in
its  portfolio only  to protect  itself against  a decline  in the  value of the
security. The  Fund may  also purchase  put  options to  close out  written  put
positions.  There are no other limits on the Fund's ability to purchase call and
put options.

    The Fund may  enter into  futures contracts on  precious metals  as a  hedge
("precious metals futures") against changes in the price of precious metals held
or intended to be acquired by the Fund, but not for speculation or for achieving
leverage.  The  Fund's  hedging  activities  may  include  purchases  of futures
contracts as an offset against the effect of anticipated increases in the  price
of  a precious metal which the Fund intends to acquire ("anticipatory hedge") or
sales of  futures contracts  as  an offset  against  the effect  of  anticipated
declines in the price of a precious metal which the Fund owns ("hedge against an
existing position").

    The  Fund may enter into precious metals forward contracts which are similar
to precious metals futures contracts, in  that they provide for the purchase  or
sale  of precious metals  at an agreed price  with delivery to  take place at an
agreed future time.  However, unlike  futures contracts,  forward contracts  are
negotiated  contracts which are primarily used  in the dealer market. Unlike the
futures contract market,  which is  regulated by the  Commodity Futures  Trading
Commission  ("CFTC")  and by  the regulations  of  the commodity  exchanges, the
forward contract market is unregulated. The Fund will use forward contracts  for
the same hedging purposes as those applicable to futures contracts, as described
above.

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

    The  Fund will purchase and write options on futures contracts for identical
purposes to those set forth above for the purchase of a futures contract and the
sale of a futures contract or to close  out a long or short position in  futures
contracts.

    The  Fund may also purchase  put or call options  on precious metals futures
contracts. Such options would be  purchased solely for hedging purposes  similar
to  those  applicable  to  the  purchase  and  sale  of  futures  contracts. The

                                                                               7
<PAGE>
Fund may not  purchase options on  precious metals and  precious metals  futures
contracts  if  the premiums  paid  for all  such  options, together  with margin
deposits on precious  metals futures contracts,  would exceed 5%  of the  Fund's
total  assets  at the  time the  option is  purchased. The  Fund may  also write
covered call options on precious metal futures contracts.

    The Fund may not enter into futures contracts or related options thereon if,
immediately thereafter, the amount committed to margin plus the amount paid  for
premiums  for unexpired options on futures contracts  exceeds 5% of the value of
the  Fund's  total  assets  after  taking  into  account  unrealized  gains  and
unrealized losses on such contracts it has entered into, provided, however, that
in  the case of an  option that is in-the-money (the  exercise price of the call
(put) option is less (more) than the market price of the underlying security) at
the time of purchase, the in-the-money amount may be excluded in calculating the
5%. However, there  is no  overall limitation on  the percentage  of the  Fund's
assets which may be subject to a hedge position.

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

    While the futures contracts and options transactions to be engaged in by the
Fund for the purpose of hedging the Fund's assets are not speculative in nature,
there are risks inherent in the use  of such instruments. One such risk is  that
the  Investment  Manager  could  be  incorrect in  its  expectations  as  to the
direction or extent of various price movements or the time span within which the
movements take place.

    Another risk  which may  arise  in employing  futures contracts  to  protect
against the price volatility of the Fund's assets is that the prices of precious
metals  subject to futures  contracts (and thereby  the futures contract prices)
may correlate imperfectly with the prices of such assets. A correlation may also
be distorted by  the fact  that the futures  market is  dominated by  short-term
traders  seeking to  profit from the  difference between a  contract or security
price objective and their cost of borrowed funds. Such distortions are generally
minor and would diminish as the contract approached maturity.

    Precious  metals  futures  and  forward  prices  can  be  volatile  and  are
influenced  principally  by changes  in spot  market prices,  which in  turn are
affected  by  a  variety  of  political  and  economic  factors.  In   addition,
expectations  of changing market conditions may at times influence the prices of
futures and  forward contracts,  and changes  in the  cost of  holding  physical
precious  metals, including storage,  insurance and interest  expense, will also
affect the relationship between  spot and futures or  forward prices. While  the
correlation  between  changes in  prices of  futures  and forward  contracts and
prices of the precious  metals being hedged by  such contracts has  historically
been  very strong,  the correlation may  at times  be imperfect and  even a well
conceived hedge may be unsuccessful to some degree because of market behavior or
unexpected precious metals price trends. To the extent that interest rates  move
in  a direction opposite to  that anticipated, the Fund may  realize a loss on a
futures transaction  not  offset  by  an increase  in  the  value  of  portfolio
securities.  Moreover there  is a  possibility of a  lack of  a liquid secondary
market for closing out a futures position or futures option. The success of  any
hedging  technique depends upon the  Investment Manager's accuracy in predicting
the direction of  a market.  If these predictions  are incorrect,  the Fund  may
realize a loss.

    Compared  to the purchase or sale of futures contracts, the purchase of call
or put options  on futures contracts  involves less potential  risk to the  Fund
because  the maximum amount  at risk is  the premium paid  for the options (plus
transaction costs). However,  there may be  circumstances when a  purchase of  a
call or put option on a futures contract would result in a loss to the Fund when
the  purchase or sale of a futures contract  would not result in a loss, such as
when there  is no  movement in  the  prices of  the underlying  securities.  The
writing  of a put or call option on a futures contract involves risks similar to
those relating to transactions in futures contracts as are described above.

OTHER INVESTMENT POLICIES

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

8
<PAGE>
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS.  From  time
to time, in the ordinary course of business, the Fund may purchase securities on
a  when-issued or delayed delivery basis or may purchase or sell securities on a
forward commitment basis. When  such transactions are  negotiated, the price  is
fixed  at the time of the commitment, but  delivery and payment can take place a
month or more after the date of the commitment. There is no overall limit on the
percentage of  the Fund's  assets which  may  be committed  to the  purchase  of
securities  on a when-issued,  delayed delivery or  forward commitment basis. An
increase in the  percentage of the  Fund's assets committed  to the purchase  of
securities  on a when-issued,  delayed delivery or  forward commitment basis may
increase the volatility of the Fund's net asset value.

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

PRIVATE  PLACEMENTS.   The  Fund may  invest up  to  5% of  its total  assets in
securities which are  subject to restrictions  on resale because  they have  not
been  registered under the  Securities Act of 1933,  as amended (the "Securities
Act"), or which are otherwise  not readily marketable. (Securities eligible  for
resale  pursuant to Rule 144A of the Securities Act, and determined to be liquid
pursuant to the procedures discussed in the following paragraph, are not subject
to the foregoing  restriction.) These  securities are generally  referred to  as
private  placements or restricted securities. Limitations  on the resale of such
securities may have an  adverse effect on their  marketability, and may  prevent
the Fund from disposing of them promptly at reasonable prices. The Fund may have
to  bear the expense of  registering such securities for  resale and the risk of
substantial delays in effecting such  registration. The Securities and  Exchange
Commission  has adopted  Rule 144A under  the Securities Act,  which permits the
Fund to sell  restricted securities  to qualified  institutional buyers  without
limitation.  The  Investment  Manager,  pursuant to  procedures  adopted  by the
Trustees of the  Fund, will make  a determination  as to the  liquidity of  each
restricted  security  purchased  by  the  Fund.  If  a  restricted  security  is
determined to  be  "liquid", such  security  will  not be  included  within  the
category  "illiquid  securities",  which  is limited  by  the  Fund's investment
restrictions to 10% of the Fund's total assets.

LENDING  OF  PORTFOLIO  SECURITIES.    Consistent  with  applicable   regulatory
requirements, the Fund may lend its portfolio securities to brokers, dealers and
other  financial institutions, provided that such loans are callable at any time
by the Fund (subject to certain notice provisions described in the Statement  of
Additional  Information),  and  are  at  all  times  secured  by  cash  or  cash
equivalents, which are maintained in a segregated account pursuant to applicable
regulations and that are at least equal  to 100% of the market value  determined
daily  of the loaned securities. The Fund may lend up to 10% of the value of its
total assets.

ZERO COUPON SECURITIES.  A portion  of the fixed-income securities purchased  by
the  Fund may  be zero  coupon securities.  Such securities  are purchased  at a
discount from their face amount, giving the purchaser the right to receive their
full value at maturity. The interest  earned on such securities is,  implicitly,
automatically  compounded and paid out at  maturity. While such compounding at a
constant rate eliminates the risk of receiving lower yields upon reinvestment of
interest if  prevailing interest  rates  decline, the  owner  of a  zero  coupon
security  will be  unable to participate  in higher yields  upon reinvestment of
interest received  on interest-paying  securities if  prevailing interest  rates
rise.

    A  zero coupon  security pays  no interest  to its  holder during  its life.
Therefore, to the extent the Fund invests in zero coupon securities, it will not
receive current cash  available for distribution  to shareholders. In  addition,
zero  coupon securities are subject  to substantially greater price fluctuations
during periods  of  changing  prevailing  interest  rates  than  are  comparable
securities  which  pay interest  on  a current  basis.  Current federal  tax law
requires that a holder  (such as the  Fund) of a zero  coupon security accrue  a
portion  of the discount at which the security was purchased as income each year
even though  the Fund  receives no  interest payments  in cash  on the  security
during the year.

PORTFOLIO MANAGEMENT

The  Fund's portfolio is actively managed by  its Investment Manager with a view
to achieving the Fund's investment objective. In determining which securities to
purchase for the Fund  or hold in the  Fund's portfolio, the Investment  Manager
will  rely on information from various sources, including research, analysis and
appraisals of brokers and dealers, including Dean Witter Reynolds Inc.  ("DWR"),
a broker-dealer affiliate of InterCapital, the views of Trustees of the Fund and
others  regarding  economic  developments  and  interest  rate  trends;  and the
Investment Manager's own analysis of factors it deems relevant.

    The Fund is  managed within  InterCapital's Growth Group,  which manages  29
funds  and fund portfolios with approximately $9.3 billion in assets at December
31, 1995.  Konrad  Krill,  Vice  President of  InterCapital,  and  a  member  of
InterCapital's  Growth Group, is the primary  portfolio manager of the Fund. Mr.
Krill has been a portfolio manager of the Fund since May, 1994 and has been  the
sole portfolio

                                                                               9
<PAGE>
manager  of  the Fund  since April,  1995. He  has been  a portfolio  manager or
investment analyst at InterCapital for over five years.

    In selecting particular investments for the Fund's portfolio, the Investment
Manager  will  consider  a  wide  variety  of  factors  including  current   and
anticipated  prices for precious metals and  minerals, the extent and quality of
the issuer's  metals reserves  (including  ore grades  of  metals mined  by  the
issuer),  the quality of the issuer's management, the financial condition of the
issuer, present and anticipated  levels of taxation on  the operating income  of
the  issuer, labor  relations, the  issuer's mining,  processing and fabricating
costs and techniques, and the marketability  of the issuer's securities and  the
price  at which the issuer's  precious metals and minerals  are sold in the free
market.

    Orders for transactions  in other portfolio  securities and commodities  are
placed  for  the Fund  with  a number  of  brokers and  dealers,  including DWR.
Pursuant to an  order of the  Securities and Exchange  Commission, the Fund  may
effect  principal transactions in certain money  market instruments with DWR. In
addition, the Fund  may incur  brokerage commissions  on transactions  conducted
through  DWR. The Fund's normal expectation in purchasing a security is that its
anticipated performance level will be reached  over the longer, rather than  the
shorter,  term. Historically, stock  prices of companies  in the precious metals
industry have  been volatile.  The rate  of  portfolio turnover  will not  be  a
limiting  factor  when  portfolio  changes are  deemed  appropriate.  It  is not
anticipated that  the portfolio  trading  will result  in the  Fund's  portfolio
turnover  rate  exceeding  100%.  A  more  extensive  discussion  of  the Fund's
portfolio brokerage  policies  is  set  forth in  the  Statement  of  Additional
Information.

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

The  investment restrictions listed below are  among the restrictions which have
been adopted by the Fund as  fundamental policies. Under the Investment  Company
Act  of 1940, as  amended (the "Act"),  a fundamental policy  may not be changed
without the vote of a majority of the outstanding voting securities of the Fund,
as defined  in the  Act. For  purposes  of the  following limitations:  (i)  all
percentage limitations apply immediately after a purchase or initial investment;
and  (ii)  any subsequent  change in  any  applicable percentage  resulting from
market fluctuations or  other changes in  total or net  assets does not  require
elimination of any security from the portfolio.

    The Fund may not:

        1.  As to 75% of its  total assets, invest more than  5% of the value of
    its total assets in the securities of any one issuer (other than obligations
    issued or  guaranteed  by the  United  States Government,  its  agencies  or
    instrumentalities).

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

        3. Invest more than 10% of its total assets in illiquid securities  (OTC
    options and securities which are not readily marketable or which are subject
    to  legal or contractual  restrictions on resale)  and repurchase agreements
    which have a maturity of longer than seven days.

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

        5.  Borrow  money, except  that  the Fund  may  borrow from  a  bank for
    temporary or emergency purposes  in amounts not exceeding  5% (taken at  the
    lower  of cost  or current  value) of  its total  assets (not  including the
    amount borrowed).

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

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

    The minimum initial purchase is $1,000. Minimum subsequent purchases of $100
or more may be made by sending  a check, payable to Dean Witter Precious  Metals
and Minerals Trust, directly to Dean Witter Trust Company (the "Transfer Agent")
at P.O. Box 1040, Jersey City, NJ 07303 or by contacting an account executive of
DWR or other Selected Broker-Dealer. The minimum initial purchase in the case of
investments  through EasyInvest,  an automatic  purchase plan  (see "Shareholder
Services"), is  $100,  provided  that  the  Schedule  of  automatic  investments

10
<PAGE>
will  result in  investments totalling at  least $1,000 within  the first twelve
months. In  the case  of investments  pursuant to  Systematic Payroll  Deduction
Plans  (including Individual Retirement Plans), the Fund, in its discretion, may
accept investments without regard to  any minimum amounts which would  otherwise
be  required if the Fund has reason  to believe that additional investments will
increase the investment  in all accounts  under such Plans  to at least  $1,000.
Certificates for shares purchased will not be issued unless a request is made by
the shareholder in writing to the Transfer Agent. The offering price will be the
net  asset value per  share next determined  following receipt of  an order (see
"Determination of Net Asset Value").

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

PLAN OF DISTRIBUTION

   
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the Act
(the  "Plan"), under which the Fund pays the Distributor a fee, which is accrued
daily and payable monthly, at an annual rate  of 1.0% of the lesser of: (a)  the
average  daily aggregate gross sales of the Fund's shares since the inception of
the  Fund  (not   including  reinvestments   of  dividends   or  capital   gains
distributions),  less the average daily aggregate  net asset value of the Fund's
shares redeemed  since the  Fund's inception  upon which  a contingent  deferred
sales  charge has been  imposed or waived;  or (b) the  Fund's average daily net
assets. This fee is treated by the Fund as an expense in the year it is accrued.
A portion of the fee payable pursuant to the Plan, equal to 0.25% of the  Fund's
average  daily net assets, is characterized as  a service fee within the meaning
of NASD  guidelines. The  service fee  is a  payment made  for personal  service
and/or the maintenance of shareholder accounts.
    

    Amounts paid under the Plan are paid to the Distributor to compensate it for
the  services provided and the  expenses borne by the  Distributor and others in
the distribution of the Fund's shares, including the payment of commissions  for
sales  of the Fund's shares and incentive  compensation to and expenses of DWR's
account executives and others who engage in or support distribution of shares or
who service  shareholder accounts,  including overhead  and telephone  expenses;
printing  and distribution of  prospectuses and reports  used in connection with
the offering  of the  Fund's  shares to  other  than current  shareholders;  and
preparation,  printing  and  distribution of  sales  literature  and advertising
materials. In addition, the  Distributor may utilize fees  paid pursuant to  the
Plan  to compensate DWR and other  Selected Broker-Dealers for their opportunity
costs in advancing such amounts,  which compensation would be  in the form of  a
carrying  charge on any unreimbursed distribution  expenses. For the fiscal year
ended October 31, 1995,  the Fund accrued payments  under the Plan amounting  to
$646,161,  which amount is equal to 1.0%  of the Fund's average daily net assets
for the fiscal period.

    At any given time, the expenses of distributing shares of the Fund may be in
excess of the total of (i) the payments  made by the Fund pursuant to the  Plan,
and  (ii) the  proceeds of contingent  deferred sales charges  paid by investors
upon the  redemption of  shares  (see "Redemptions  and  Repurchases--Contingent
Deferred  Sales Charge"). For example, if $1 million in expenses in distributing
shares of the Fund had been incurred and $750,000 had been received as described
in (i) and (ii) above, the excess would amount to $250,000. The Distributor  has
advised  the  Fund  that  such  excess  amounts  including  the  carrying charge
described above, totalled $2,752,595 at October 31, 1995, which was 4.96% of the
Fund's net assets on such date.

    Because there  is no  requirement under  the Plan  that the  Distributor  be
reimbursed  for all  distribution expenses or  any requirement that  the Plan be
continued from year to year, this excess amount does not constitute a  liability
of  the Fund. Although there is no legal obligation for the Fund to pay expenses
incurred in excess of payments  made to the Distributor  under the Plan and  the
proceeds  of contingent deferred sales charges paid by investors upon redemption
of shares, if for any reason the Plan is terminated, the Trustees will  consider
at that time the manner in which to treat such expenses. Any cumulative expenses
incurred, but not yet recovered through distribution fees or contingent deferred
sales  charges, may or may not be  recovered through future distribution fees or
contingent deferred sales charges.

                                                                              11
<PAGE>
DETERMINATION OF NET ASSET VALUE

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

    In the calculation of  the Fund's net asset  value: (1) an equity  portfolio
security  listed or traded on  the New York or  American Stock Exchange or other
domestic or foreign stock exchange or quoted  by NASDAQ is valued at its  latest
sale  price on that exchange  or quotation service prior  to the time assets are
valued; if there were no  sales that day, the security  is valued at the  latest
bid  price (in cases where  a security is traded on  more than one exchange, the
security is valued on the exchange designated as the primary market pursuant  to
procedures  adopted by the Trustees), and (2) all other portfolio securities for
which over-the-counter market quotations are readily available are valued at the
latest bid price. When  market quotations are  not readily available,  including
circumstances  under which it  is determined by the  Investment Manager that the
sale or bid prices  are not reflective of  a security's market value,  portfolio
securities  are valued  at their  fair value as  determined in  good faith under
procedures established  by  and under  the  general supervision  of  the  Fund's
Trustees.  For valuation  purposes, quotations of  foreign portfolio securities,
other assets and liabilities  and forward contracts  stated in foreign  currency
are translated into U.S. dollar equivalents at the prevailing market rates prior
to  the  close  of  the  New York  Stock  Exchange.  Dividend  income  and other
distributions are recorded on the ex-dividend date, except for certain dividends
from foreign securities which are recorded as soon as the Fund is informed after
the ex-dividend date.

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

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

    Gold  and silver bullion will be valued at the last spot settlement price on
the Commodity Exchange,  Inc. and other  precious metals (such  as platinum  and
palladium)  and minerals will be valued at the last spot settlement price or, if
not available, the  settlement price of  the nearest contract  month on the  New
York  Mercantile Exchange. If prices are not available on any of these exchanges
on any given  day, the  relevant precious  metal or  mineral will  be valued  at
prices in the bullion markets or other markets approved by the Trustees for that
purpose; if there is no readily available market quotation, then bullion will be
valued in a manner, at fair value, as determined in good faith by the Trustees.

    Generally, trading in foreign securities, as well as corporate bonds, United
States  government  securities and  money  market instruments,  is substantially
completed each day at  various times prior  to the close of  the New York  Stock
Exchange. The values of such securities used in computing the net asset value of
the  Fund's shares  are determined as  of such times.  Foreign currency exchange
rates are also generally  determined prior to  the close of  the New York  Stock
Exchange.  Occasionally, events which  affect the values  of such securities and
such exchange rates may occur between the times at which they are determined and
the close of the New York Stock Exchange and will therefore not be reflected  in
the  computation of the  Fund's net asset value.  If events materially affecting
the value of  such securities occur  during such period,  then these  securities
will  be valued at their fair value as determined in good faith under procedures
established by and under the supervision of the Trustees.

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

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

   
EASYINVEST-SM-.  Shareholders may subscribe to EasyInvest, an automatic purchase
plan which  provides  for any  amount  from $100  to  $5,000 to  be  transferred
automatically  from a checking or savings account, on a semi-monthly, monthly or
quarterly basis, to  the Transfer Agent  for investment in  shares of the  Fund.
(see  "Purchase of  Fund Shares"  and "Redemptions  and Repurchases--Involuntary
Redemptions").
    
SYSTEMATIC WITHDRAWAL  PLAN.   A  systematic  withdrawal plan  (the  "Withdrawal
Plan") is available for shareholders

12
<PAGE>
who  own or purchase shares of the Fund  having a minimum value of $10,000 based
upon the then current net asset value. The Withdrawal Plan provides for  monthly
or  quarterly (March, June, September and December) checks in any dollar amount,
not less than  $25, or in  any whole percentage  of the account  balance, on  an
annualized  basis.  Any  applicable  contingent deferred  sales  charge  will be
imposed on the shares redeemed under  the Withdrawal Plan (see "Redemptions  and
Repurchases--Contingent  Deferred  Sales  Charge").  Therefore,  any shareholder
participating in the Withdrawal Plan  will have sufficient shares redeemed  from
his  or  her account  so that  the  proceeds (net  of any  applicable contingent
deferred sales charge)  to the  shareholder will  be the  designated monthly  or
quarterly amount.

    Shareholders  should  contact  their  DWR  or  other  Selected Broker-Dealer
account executive or the Transfer Agent for further information about any of the
above services.

TAX SHELTERED  RETIREMENT PLANS.   Retirement  plans are  available for  use  by
corporations,  the self-employed,  Individual Retirement  Accounts and Custodial
Accounts under Section 403(b)(7) of the Internal Revenue Code. Adoption of  such
plans should be on advice of legal counsel or tax adviser.

    For  further information  regarding plan administration,  custodial fees and
other details, investors should contact their account executive or the  Transfer
Agent.

EXCHANGE PRIVILEGE

The  Fund makes available  to its shareholders  an "Exchange Privilege" allowing
the exchange of shares of  the Fund for shares of  other Dean Witter Funds  sold
with  a contingent deferred sales charge ("CDSC  funds"), and for shares of Dean
Witter Short-Term U.S. Treasury Trust, Dean Witter Limited Term Municipal Trust,
Dean Witter Short-Term Bond Fund, Dean Witter Balanced Growth Fund, Dean  Witter
Balanced Income Fund, Dean Witter Intermediate Term U.S. Treasury Trust and five
Dean  Witter Funds which  are money market funds  (the foregoing eleven non-CDSC
funds are hereinafter  referred to as  the "Exchange Funds").  Exchanges may  be
made  after the  shares of  the Fund  acquired by  purchase (not  by exchange or
dividend reinvestment) have been  held for 30 days.  There is no waiting  period
for exchanges of shares acquired by exchange or dividend reinvestment.

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

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

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

                                                                              13
<PAGE>
holder not  later  than  ten  days  following  such  shareholder's  most  recent
exchange.

    Also, the Exchange Privilege may be terminated or revised at any time by the
Fund and/or any of such Dean Witter Funds for which shares of the Fund have been
exchanged,  upon  such  notice  as  may  be  required  by  applicable regulatory
agencies. Shareholders maintaining margin accounts with DWR or another  Selected
Broker-Dealer  are referred to their account executive regarding restrictions on
exchange of shares of the Fund pledged in the margin account.

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

    If  DWR or other Selected Broker-Dealer is  the current dealer of record and
its account  numbers  are part  of  the account  information,  shareholders  may
initiate  an exchange of shares of the Fund for shares of any of the Dean Witter
Funds (for which the Exchange Privilege is available) pursuant to this  Exchange
Privilege  by  contacting their  DWR  account executive  (no  Exchange Privilege
Authorization Form is required). Other shareholders (and those shareholders  who
are  clients  of DWR  or another  Selected  Broker-Dealer but  who wish  to make
exchanges directly by writing or  telephoning the Transfer Agent) must  complete
and  forward to  the Transfer  Agent an  Exchange Privilege  Authorization Form,
copies of  which  may  be obtained  from  the  Transfer Agent,  to  initiate  an
exchange. If the Authorization Form is used, exchanges may be made in writing or
by  contacting the Transfer Agent  at (800) 869-NEWS (toll  free). The Fund will
employ reasonable procedures to confirm that exchange instructions  communicated
over  the telephone are  genuine. Such procedures  may include requiring various
forms of personal identification such as name, mailing address, Social  Security
or  other  tax identification  number and  DWR  or other  Selected Broker-Dealer
account number (if any).  Telephone instructions may also  be recorded. If  such
procedures  are  not employed,  the Fund  may be  liable for  any losses  due to
unauthorized or fraudulent instructions.

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

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

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

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

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

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

    A CDSC will not be imposed on:  (i) any amount which represents an  increase
in value of shares purchased within

14
<PAGE>
the  six years  preceding the  redemption; (ii) the  current net  asset value of
shares purchased more  than six  years prior to  the redemption;  and (iii)  the
current net asset value of shares purchased through reinvestment of dividends or
distributions and/or shares acquired in exchange for shares of Dean Witter Funds
sold  with a front-end  sales charge or  of other Dean  Witter Funds acquired in
exchange for such shares. Moreover, in determining whether a CDSC is  applicable
it  will be assumed that amounts described in (i), (ii) and (iii) above (in that
order) are redeemed first.

    In addition, the CDSC, if otherwise  applicable, will be waived in the  case
of:

        (1) redemptions of shares held at the time a shareholder dies or becomes
    disabled,  only if the shares  are: (A) registered either  in the name of an
    individual shareholder (not a  trust), or in the  names of such  shareholder
    and  his or her spouse  as joint tenants with  right of survivorship; or (B)
    held in a qualified corporate  or self-employed retirement plan,  Individual
    Retirement  Account ("IRA") or Custodial  Account under Section 403(b)(7) of
    the Internal Revenue Code ("403(b)  Custodial Account"), provided in  either
    case  that  the redemption  is requested  within  one year  of the  death or
    initial determination of disability;

        (2)  redemptions  in  connection  with  the  following  retirement  plan
    distributions:   (A)  lump-sum  or  other  distributions  from  a  qualified
    corporate or self-employed retirement plan following retirement (or, in  the
    case  of a "key employee" of a "top heavy" plan, following attainment of age
    59 1/2); (B) distributions from an IRA or 403(b) Custodial Account following
    attainment of age 59 1/2; or (C) a tax-free return of an excess contribution
    to an IRA; and

        (3) all redemptions of shares held for the benefit of a participant in a
    corporate or self-employed retirement plan qualified under Section 401(k) of
    the Internal Revenue Code which  offers investment companies managed by  the
    Investment  Manager or its subsidiary, Dean Witter Services Company Inc., as
    self-directed investment  alternatives  and  for  which  Dean  Witter  Trust
    Company,  an affiliate of the Investment  Manager, serves as recordkeeper or
    Trustee ("Eligible  401(k)  Plan"),  provided  that  either:  (A)  the  plan
    continues  to be an  Eligible 401(k) Plan  after the redemption;  or (B) the
    redemption is  in  connection with  the  complete termination  of  the  plan
    involving the distribution of all plan assets to participants.

    With  reference to (1) above, for the purpose of determining disability, the
Distributor utilizes the definition of disability contained in Section  72(m)(7)
of  the  Internal Revenue  Code, which  relates  to the  inability to  engage in
gainful employment. With reference  to (2) above,  the term "distribution"  does
not  encompass a direct transfer of  IRA, 403(b) Custodial Account or retirement
plan assets to  a successor custodian  or trustee. All  waivers will be  granted
only  following receipt by the Distributor  of confirmation of the shareholder's
entitlement.

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

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

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

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

INVOLUNTARY REDEMPTION.  The Fund reserves the right, on sixty days' notice,  to
redeem,  at their  net asset  value, the shares  of any  shareholder (other than
shares held  in an  Individual  Retirement Account  or Custodial  Account  under
Section  403(b)(7) of the  Internal Revenue Code)  whose shares have  a value of
less than $100 or  such lesser amount  as may be fixed  by the Fund's  Trustees.
However,  before the  Fund redeems  such shares  and sends  the proceeds  to the
shareholder,   it    will    notify    the   shareholder    that    the    value

                                                                              15
<PAGE>
of  the shares  is less than  $100 and allow  him or  her sixty days  to make an
additional investment in an amount which will  increase the value of his or  her
account to $100 or more before the redemption is processed or, in the case of an
account  opened through EasyInvest,  if after twelve  months the shareholder has
less than $1,000  in the account.  No CDSC  will be imposed  on any  involuntary
redemption.

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

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

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

TAXES.  Because the Fund intends to distribute all of its net investment  income
and  net  capital gains  to  shareholders and  otherwise  remain qualified  as a
regulated investment company under  Subchapter M of  the Internal Revenue  Code,
(the  "Code"), it  is not  expected that the  Fund will  be required  to pay any
federal income  tax on  such  income and  capital  gains. Shareholders  who  are
required  to pay taxes on their income  will normally have to pay Federal income
taxes, and any applicable state and/or local income taxes, on the dividends  and
distributions  they receive from the Fund.  Such dividends and distributions, to
the extent that they are derived  from net investment income and net  short-term
capital  gains,  are  taxable to  the  shareholder as  ordinary  dividend income
regardless of  whether  the shareholder  receives  such payments  in  additional
shares or in cash.

    Income  received by  the Fund  may give  rise to  foreign taxes  imposed and
withheld in foreign countries. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. If more than 50 percent of the
Fund's total assets at  the close of  its fiscal year  consist of securities  of
foreign  corporations, the Fund  will be eligible  to file an  election with the
Internal Revenue Service under which shareholders of the Fund would be  required
to  include  their  pro  rata  portions of  foreign  taxes  withheld  by foreign
countries as gross income  in their federal income  tax returns. These pro  rata
portions  of foreign taxes withheld may be  taken by the Shareholder as a credit
or deduction in computing  federal income taxes. If  the election is filed,  the
Fund  will report to its shareholders the amount per share of such foreign taxes
withheld and the amount of foreign tax credit or deduction available for federal
income tax purposes. In the absence of  such an election, the Fund would  deduct
foreign tax in computing the amount of its distributable income.

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

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

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

    After the end  of the year,  shareholders will receive  full information  on
their dividends and capital gains distributions for tax purposes. To avoid being
subject  to a 31%  federal backup withholding tax  on taxable dividends, capital
gains  distributions   and  the   proceeds  of   redemptions  and   repurchases,
shareholders' taxpayer identification numbers must be furnished and certified as
to their accuracy.

    The   foregoing  discussion  relates  solely   to  the  federal  income  tax
consequences of an investment in the Fund. Distributions may also be subject  to
state  and local taxes; therefore, each shareholder is advised to consult his or
her own tax adviser.

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

From time to time the  Fund may quote its  "total return" in advertisements  and
sales  literature. The total return of the  Fund is based on historical earnings
and is not intended  to indicate future performance.  The "average annual  total

16
<PAGE>
return"  of  the  Fund refers  to  a  figure reflecting  the  average annualized
percentage increase (or decrease) in the  value of an initial investment in  the
Fund  of $1,000 over the life of  the Fund. Average annual total return reflects
all income earned by  the Fund, any appreciation  or depreciation of the  Fund's
assets,  all expenses incurred by the Fund  and all sales charges which would be
incurred by  redeeming shareholders,  for the  stated periods.  It also  assumes
reinvestment of all dividends and distributions paid by the Fund.

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

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

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

    The Fund is  not required  to hold Annual  Meetings of  Shareholders and  in
ordinary  circumstances  the Fund  does not  intend to  hold such  meetings. The
Trustees may call  Special Meetings  of Shareholders for  action by  shareholder
vote  as may be required  by the Act or the  Declaration of Trust. Under certain
circumstances the Trustees may be  removed by action of  the Trustees or by  the
shareholders.

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

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

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

                                                                              17
<PAGE>

DEAN WITTER
PRECIOUS METALS AND MINERALS TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

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

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

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

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

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

INVESTMENT MANAGER
Dean Witter InterCapital Inc.


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