DEAN WITTER PACIFIC GROWTH FUND INC, 497, 1994-12-29

DEAN WITTER PACIFIC GROWTH FUND INC
497, 1994-12-29

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<PAGE>
PROSPECTUS
DECEMBER 27, 1994

Dean Witter Pacific Growth Fund Inc. (the "Fund") is an open-end,
diversified management investment company whose investment objective is to
maximize the capital appreciation of its investments. The Fund seeks to achieve
this objective by investing primarily in securities issued by issuers located in
Asia, Australia and New Zealand.

Shares of the Fund are continuously offered at net asset value
without the imposition of a sales charge. However, redemptions and/or
repurchases of shares are subject in most cases to a contingent deferred sales
charge, scaled down from 5% to 1% of the amount redeemed, if made within six
years of purchase, which charge will be paid to the Fund's Distributor, Dean
Witter Distributors Inc. (See "Redemptions and Repurchases--Contingent Deferred
Sales Charge.") In addition, the Fund pays the Distributor a distribution fee
pursuant to a 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 December 27, 1994, 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 on this page. The
Statement of Additional Information is incorporated herein by reference.

DEAN WITTER DISTRIBUTORS INC.
DISTRIBUTOR

TABLE OF CONTENTS

Prospectus Summary/2
Summary of Fund Expenses/3
Financial Highlights/4
The Fund and its Management/5
Investment Objective and Policies/5
Risk Considerations/7
Investment Restrictions/13
Purchase of Fund Shares/14
Shareholder Services/16
Redemptions and Repurchases/19
Dividends, Distributions and Taxes/21
Performance Information/22
Additional Information/23

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.

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 Pacific
Growth Fund Inc.
Two World Trade Center
New York, New York 10048
(212) 392-2550 or
(800) 526-3143
<PAGE>
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
The The Fund is an open-end, diversified management investment company investing primarily in securities issued by
Fund issuers located in Asia, Australia and New Zealand.
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Shares of common stock with $.01 par value (see page 23).
Offered
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Offering At net asset value without sales charge (see page 14). Shares redeemed within six years of purchase are subject
Price to a contingent deferred sales charge under most circumstances (see page 19).
- ------------------------------------------------------------------------------------------------------------------------------------
Minimum Minimum initial investment, $1,000; minimum subsequent investments, $100 (see page 14).
Purchase
- ------------------------------------------------------------------------------------------------------------------------------------
Investment The investment objective of the Fund is to maximize the capital appreciation of its investments (see page 5).
Objective
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Dean Witter InterCapital Inc. ("InterCapital"), the Investment Manager of the Fund, and its wholly-owned
Manager and subsidiary, Dean Witter Services Company Inc., serve in various investment management, advisory, management and
Sub-Advisor administrative capacities to ninety investment companies and other portfolios with assets of approximately $69.5
billion at October 31, 1994. Morgan Grenfell Investment Services Limited has been retained by the Investment
Manager as Sub-Advisor to provide investment advice and manage the Fund's portfolio. Morgan Grenfell Investment
Services Limited currently serves as investment advisor for U.S. corporate and public employee plans,
endowments, investment companies and foundations with assets of approximately $9.4 billion at September 30, 1994
(see page 5).
- ------------------------------------------------------------------------------------------------------------------------------------
Management The Investment Manager receives a monthly fee from the Fund at the annual rate of 1.0% of daily net assets not
Fee exceeding $1 billion; and 0.95% of the daily net assets exceeding $1 billion. The Sub-Advisor receives a monthly
fee from the Investment Manager equal to 40% of the Investment Manager's monthly fee (see page 5). Although the
management fee is higher than that paid by most other investment companies, the fee reflects the specialized
nature of the Fund's investment policies.
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and Dividends from net investment income and distributions from net capital gains are paid at least once each year.
Distributions Dividends and capital gains distributions are automatically reinvested in additional shares at net asset value
unless the shareholder elects to receive cash (see page 21).
- ------------------------------------------------------------------------------------------------------------------------------------
Distributor Dean Witter Distributors Inc. (the "Distributor"). The Distributor receives from the Fund a distribution fee
accrued daily and payable monthly at the rate of 1.0% per annum of the lesser of (i) the Fund's average daily
aggregate net sales or (ii) the Fund's average daily net assets. This fee compensates the Distributor for
services provided in distributing shares of the Fund and for sales related expenses. The Distributor also
receives the proceeds of any contingent deferred sales charges (see page 14).
- ------------------------------------------------------------------------------------------------------------------------------------
Redemption-- At net asset value; redeemable involuntarily if total value of the account is less than $100. Although no
Contingent commission or sales load is imposed upon the purchase of shares, a contingent deferred sales charge (scaled down
Deferred Sales from 5% to 1%) is imposed on any redemption of shares if after such redemption the aggregate current value of an
Charge 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 page 19).
- ------------------------------------------------------------------------------------------------------------------------------------
Risk The net asset value of the Fund's shares will fluctuate with changes in the market value of its portfolio
Considerations securities. It should be recognized that the foreign securities and markets in which the Fund will invest pose
different and greater risks than those customarily associated with domestic securities and their markets.
Furthermore, investors should consider other risks associated with a portfolio of international securities,
including fluctuations in foreign currency exchange rates (i.e., if a substantial portion of the Fund's assets
are denominated in foreign currencies which decrease in value with respect to the U.S. dollar, the value of the
investor's shares and the distributions made on those shares will, likewise, decrease in value), foreign
securities exchange controls and foreign tax rates, as well as transactions in forward currency contracts,
options and futures contracts (see pages 7-12). The investor should also note that the Fund may invest over 25%
of its total assets in securities of Japanese and Hong Kong issuers (see page 5).
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</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, 1994.
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
- ----------------------------------------------------------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases............................. None
Maximum Sales Charge Imposed on Reinvested Dividends.................. None
Deferred Sales Charge
(as a percentage of the lesser of original purchase price or
redemption proceeds)............................................... 5.0%
A contingent deferred sales charge is imposed at the following
declining rates:

<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
Redemption Fees....................................................... None
Exchange Fee.......................................................... None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
- ----------------------------------------------------------------------
Management Fees....................................................... 0.99%
12b-1 Fees*........................................................... 0.91%
Other Expenses........................................................ 0.51%
Total Fund Operating Expenses......................................... 2.41%
<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.
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 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:.............................................................. $74 $105 $148 $274
You would pay the following expenses on the same investment, assuming
no redemption:....................................................... $24 $ 75 $128 $274
</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 per share data and ratios for a share of capital stock
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 NOVEMBER 30,
31, 1990* THROUGH
---------------------------- OCTOBER 31,
1994 1993 1992** 1991
-------- -------- -------- -------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
of period................ $19.80 $12.69 $11.72 $10.00
-------- -------- -------- -------------
Net investment income
(loss)................... (0.10) (0.04) (0.01) 0.06
Net realized and
unrealized gain.......... 2.22 7.15 1.14 1.69
-------- -------- -------- -------------
Total from investment
operations............... 2.12 7.11 1.13 1.75
-------- -------- -------- -------------
Less dividends and
distributions from:
Net investment income... -- -- (0.01) (0.03)
Capital gains........... (0.32) -- (0.15) --
-------- -------- -------- -------------
Total dividends and
distributions............ (0.32) -- (0.16) (0.03)
-------- -------- -------- -------------
Net asset value, end of
period................... $21.60 $19.80 $12.69 $11.72
-------- -------- -------- -------------
-------- -------- -------- -------------
TOTAL INVESTMENT
RETURN+.................. 10.69% 56.13% 9.86% 17.54%(1)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)........... $1,570,588 $694,390 $176,791 $ 85,701
Ratios to average net
assets:
Expenses................ 2.41% 2.38% 2.77% 2.43%(2)(3)
Net investment income
(loss)................. (0.70)% (0.46)% (0.30)% 0.61%(2)(3)
Portfolio turnover rate... 35% 30% 73% 70%(1)
<FN>
- ------------
* COMMENCEMENT OF OPERATIONS.
** NET INVESTMENT LOSS WAS COMPUTED BASED UPON MONTHLY AVERAGE SHARES
OUTSTANDING.
+ DOES NOT REFLECT THE DEDUCTION OF SALES LOAD.
(1) NOT ANNUALIZED.
(2) ANNUALIZED.
(3) IF THE FUND HAD BORNE ALL EXPENSES THAT WERE ASSUMED OR WAIVED BY THE
INVESTMENT MANAGER, THE ABOVE ANNUALIZED EXPENSE RATIO WOULD HAVE BEEN 2.83%
AND THE ABOVE ANNUALIZED NET INVESTMENT INCOME RATIO WOULD HAVE BEEN 0.22%.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

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

Dean Witter Pacific Growth Fund Inc. (the "Fund") is an open-end,
diversified management investment company incorporated in the state of Maryland
on June 13, 1990.

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 investment companies, thirty of which are
listed on the New York Stock Exchange, with combined assets of approximately
$67.5 billion as of October 31, 1994. The Investment Manager also manages and
advises portfolios of pension plans, other institutions and individuals which
aggregated approximately $2.0 billion at such date.

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

Under a Sub-Advisory Agreement between Morgan Grenfell Investment Services
Limited (the "Sub-Advisor") and the Investment Manager, the Sub-Advisor provides
the Fund with investment advice and portfolio management relating to the Fund's
investments in securities issued by issuers located in Asia, Australia and New
Zealand and in countries located elsewhere around the world, subject to the
overall supervision of the Investment Manager. The Fund's Directors review the
various services provided by the Investment Manager and the Sub-Advisor 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.

The Sub-Advisor, whose address is 20 Finsbury Circus, London, England,
manages, as of September 30, 1994, assets of approximately $9.4 billion for U.S.
corporate and public employee benefit plans, endowments, investment companies
and foundations. The Sub-Advisor is an indirect subsidiary of Deutsche Bank AG,
the largest commercial bank in Germany.

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 1.0% of the portion of the daily net assets not exceeding $1
billion; and 0.95% of the portion of daily net assets exceeding $1 billion. As
compensation for its services provided pursuant to the Sub-Advisory Agreement,
the Investment Manager pays the Sub-Advisor monthly compensation equal to 40% of
its monthly compensation.

For the fiscal year ended October 31, 1994, the Fund accrued total
compensation to the Investment Manager amounting to 0.99% of the Fund's average
daily net assets (of which 40% was accrued to the Sub-Advisor by the Investment
Manager) and the Fund's total expenses amounted to 2.41% of the Fund's average
daily net assets.

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

The investment objective of the Fund is to maximize the capital appreciation
of its investments. There is no assurance that the objective will be achieved.
The following policies may be changed by the Board of Directors without
shareholder approval.

5
<PAGE>
The Fund seeks to achieve its investment objective by investing at least 65%
of its total assets in securities issued by issuers located in Asia, Australia
and New Zealand. Such issuers will include companies which are organized under
the laws of an Asian country, Australia or New Zealand and have a principal
office in an Asian country, Australia or New Zealand, or which derive 50% or
more of their total revenues from business in an Asian country, Australia or New
Zealand.

The principal countries in which such issuers will be located are Japan,
Australia, Malaysia, Singapore, Hong Kong, Thailand, the Philippines, Indonesia,
Taiwan and South Korea. The Fund may invest more than 25% of its total assets in
Japan, reflecting the dominance of the Japanese stock market in the Pacific
basin. The concentration of the Fund's assets in Japanese issuers will subject
the Fund to the risks of adverse social, political or economic events which
occur in Japan. Specifically, investments in the Japanese stock market may
entail a higher degree of risk than investments in other markets as, by
fundamental measures of corporate valuation, such as its high price-earnings
ratios and low dividend yields, the Japanese market as a whole may appear
expensive relative to other world stock markets (I.E., the prices of Japanese
stocks may be relatively high). In addition, the prices of securities traded on
the Japanese markets may be more volatile than many other markets.

The Fund also may invest over 25% of its total assets in securities issued
by issuers located in Hong Kong. In common with the other stock markets of the
Pacific Basin, the Hong Kong stock market is more volatile, as measured by
standard deviation, than the major equity markets of North America and Europe.
In 1997, Hong Kong will become a part of the People's Republic of China, and
will form a Special Economic Zone within that country. The Government of China
has indicated that it will not seek to alter the free market-oriented economic
management of Hong Kong for at least fifty years following 1997.

The securities invested in will primarily consist of equity securities
issued by companies based in Asian countries, Australia and New Zealand which
the Investment Manager and/or Sub-Advisor believe are most likely to help the
Fund meet its investment objective, but may also include fixed-income securities
issued or guaranteed by (are the direct obligations of) the governments of such
countries (including zero coupon treasury securities), when it is deemed by the
Investment Manager or Sub-Advisor that such investments are consistent with the
Fund's investment objective. For example, there may be times when the Investment
Manager or Sub-Advisor determines that the prices of government securities are
more likely to appreciate than those of equity securities. Such an occasion
might arise when inflation concerns have led to general increases in interest
rates. Such fixed-income securities which will be purchased by the Fund are
likely to be obligations of the treasuries of Australia or Japan. In addition,
the Fund may invest in fixed-income securities which are, either alone or in
combination with a warrant, option or other right, convertible into the common
stock of an issuer, when the Investment Manager or the Sub-Advisor determines
that such securities are more likely to appreciate in value than the common
stock of such issuers or when the Investment Manager or Sub-Advisor wishes to
hedge the risk inherent in the direct purchase of the equity of a given issuer,
by receiving a steady stream of interest payments. The Fund will select
convertible securities of issuers whose common stock has, in the opinion of the
Investment Manager or Sub-Advisor, a potential to appreciate in price. The Fund
may also purchase equity and fixed-income securities which are issued in private
placements and warrants or other securities conveying the right to purchase
common stock.

The decisions of the Investment Manager and Sub-Advisor to invest in
securities for the Fund will be based on a general strategy of selecting those
issuers which they believe have shown a high rate of growth in earnings.
Moreover, securities will primarily be selected which possess, on both an
absolute

6
<PAGE>
basis and as compared with other securities in their region and around the
world, attractive price/earnings, price/cash flow and price/revenue ratios.

The Fund may also purchase securities issued by various agencies and
instrumentalities of the U.S. Government. These will include obligations backed
by the full faith and credit of the United States (such as those issued by the
Government National Mortgage Association); obligations whose issuing agency or
instrumentality has the right to borrow, to meet its obligations, from an
existing line of credit with the U.S. Treasury (such as those issued by the
Federal National Mortgage Association); and obligations backed by the credit of
the issuing agency or instrumentality (such as those issued by the Federal Farm
Credit System).

The Fund may be investing up to 10% of its total assets in securities issued
by other investment companies. Such investments are necessary in order to
participate in certain foreign markets where foreigners are prohibited from
investing directly in the securities of individual issuers. The Fund will incur
any indirect expenses incurred through investment in an investment company, such
as the payment of a management fee (which may result in the payment of an
additional advisory fee). Furthermore, it should be noted that foreign
investment companies are not subject to the U.S. securities laws and may be
subject to fewer or less stringent regulations than U.S. investment companies.

The remainder of the Fund's portfolio equalling, at times, up to 35% of the
Fund's total assets, may be invested in equity and/or fixed-income and
convertible securities issued by issuers located anywhere in the world (with the
exception of South Africa), including the United States, subject to the Fund's
investment objective. In addition, this portion of the Fund's portfolio will
consist of various other financial instruments such as forward foreign exchange
contracts, futures contracts and options (see below).

It is anticipated that the securities held by the Fund in its portfolio will
be denominated, principally, in the liquid Asian currencies and the Australian
dollar. Such currencies include the Japanese yen, Malaysian ringgit, Singapore
dollar, Hong Kong dollar, Thai baht, Philippine peso, Indonesia rupiah, Taiwan
dollar and South Korean won. Securities of issuers within a given country may be
denominated in the currency of a different country.

The Fund may also invest in securities of foreign issuers in the form of
American Depository Receipts (ADRs) 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. Generally, ADRs, in
registered form, are designed for use in United States securities markets.

There may be periods during which market conditions warrant reduction of
some or all of the Fund's securities holdings. During such periods, the Fund may
adopt a temporary "defensive" posture in which greater than 35% of its net
assets are invested in cash or money market instruments. Under such
circumstances, the money market instruments in which the Fund may invest are
securities issued or guaranteed by the U.S. Government; American bank
obligations, such as certificates of deposit; Eurodollar certificates of
deposit; obligations of American savings institutions; and commercial paper of
American issuers rated within the two highest grades by Moody's or S&P or, if
not rated, are issued by a company having an outstanding debt issue rated at
least AA by S&P or Aa by Moody's.

RISK CONSIDERATIONS

FOREIGN SECURITIES. Investors should carefully consider the risks of
investing in securities of foreign issuers and securities denominated in
non-U.S. currencies. Fluctuations in the relative rates of exchange between the
currencies of different nations will affect the value of the Fund's investments.
Changes in foreign currency exchange rates relative to the U.S. dollar will
affect the U.S. dollar

7
<PAGE>
value of the Fund's assets denominated in that currency and thereby impact upon
the Fund's total return on such assets.

Foreign currency exchange rates are determined by forces of supply and
demand on the foreign exchange markets. These forces are themselves affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. Moreover,
foreign currency exchange rates may be affected by the regulatory control of the
exchanges on which the currencies trade. The foreign currency transactions of
the Fund will be conducted on a spot basis or through forward contracts or
futures contracts (see below). The Fund may incur certain costs in connection
with these currency transactions.

Investments in foreign securities will also occasion risks relating to
political and economic developments abroad, including the possibility of
expropriations or confiscatory taxation, limitations on the use or transfer of
Fund assets and any effects of foreign social, economic or political
instability. Political and economic developments in Asia may have profound
effects upon the value of a large segment of the Fund's portfolio. Foreign
companies are not subject to the regulatory requirements of U.S. companies and,
as such, there may be less publicly available information about such companies.
Moreover, foreign companies are not subject to uniform accounting, auditing and
financial reporting standards and requirements comparable to those applicable to
U.S. companies.

Securities of foreign issuers may be less liquid than comparable securities
of U.S. issuers and, as such, their price changes may be more volatile.
Furthermore, foreign exchanges and broker-dealers are generally subject to less
government and exchange scrutiny and regulation than their American
counterparts. Brokerage commissions, dealer concessions and other transaction
costs may be higher on foreign markets than in the U.S. In addition, differences
in clearance and settlement procedures on foreign markets may occasion delays in
settlements of Fund trades effected in such markets. 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.

The foreign securities in which the Fund will be investing may be issued by
issuers located in developing countries. Compared to the United States and other
developed countries, developing countries may have relatively unstable
governments, economies based on only a few industries, and securities markets
which trade a small number of securities. Prices on these securities tend to be
especially volatile and, in the past, securities in these countries have offered
greater potential for gain (as well as loss) than securities of companies
located in developed countries.
------------
To hedge against adverse price movements in the securities held in its
portfolio and the currencies in which they are denominated (as well as in the
securities it might wish to purchase and their denominated currencies) the Fund
may engage in transactions in forward foreign currency contracts, options on
securities and currencies, and futures contracts and options on futures
contracts on securities, currencies and indexes. The Fund may also purchase
options on securities to facilitate its participation in the potential
appreciation of the value of the underlying securities. A discussion of these
transactions follows and is supplemented by further disclosure in the Statement
of Additional Information.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

A forward foreign currency exchange contract ("forward contract") involves
an obligation to purchase or sell a 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. The Fund may enter into

8
<PAGE>
forward contracts as a hedge against fluctuations in future foreign exchange
rates.

The Fund will enter into forward contracts under various circumstances. When
the Fund enters into a contract for the purchase or sale of a security
denominated in a foreign currency, it may, for example, desire to "lock in" the
price of the security in U.S. dollars or some other foreign currency which the
Fund is temporarily holding in its portfolio. By entering into a forward
contract for the purchase or sale, for a fixed amount of dollars or other
currency, of the amount of foreign currency involved in the underlying security
transactions, the Fund will be able to protect itself against a possible loss
resulting from an adverse change in the relationship between the U.S. dollar or
other currency which is being used for the security purchase and the foreign
currency in which the security is denominated during the period between the date
on which the security is purchased or sold and the date on which payment is made
or received.

At other times, when, for example, the Investment Manager or Sub-Advisor
believes that the currency of a particular foreign country may suffer a
substantial decline against the U.S. dollar or some other foreign currency, the
Fund may enter into a forward contract to sell, for a fixed amount of dollars or
other currency, the amount of foreign currency approximating the value of some
or all of the Fund's portfolio securities (or securities which the Fund has
purchased for its portfolio) denominated in such foreign currency. Under
identical circumstances, the Fund may enter into a forward contract to sell, for
a fixed amount of U.S. dollars or other currency, an amount of foreign currency
other than the currency in which the securities to be hedged are denominated
approximating the value of some or all of the portfolio securities to be hedged.
This method of hedging, called "cross-hedging," will be selected when it is
determined by the Investment Manager or Sub-Advisor that the foreign currency in
which the portfolio securities are denominated has insufficient liquidity or is
trading at a discount as compared with some other foreign currency with which it
tends to move in tandem.

In addition, when the Fund anticipates purchasing securities at some time in
the future, and wishes to lock in the current exchange rate of the currency in
which those securities are denominated against the U.S. dollar or some other
foreign currency, it may enter into a forward contract to purchase an amount of
currency equal to some or all of the value of the anticipated purchase, for a
fixed amount of U.S. dollars or other currency.

Lastly, the Fund is permitted to enter into forward contracts with respect
to currencies in which certain of its portfolio securities are denominated and
on which options have been written (see "Options and Futures Transactions").

In all of the above circumstances, if the currency in which the Fund's
portfolio securities (or anticipated portfolio securities) are denominated rises
in value with respect to the currency which is being purchased (or sold), then
the Fund will have realized fewer gains than had the Fund not entered into the
forward contracts. Moreover, the precise matching of the forward contract
amounts and the value of the securities involved will not generally be possible,
since the future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date the forward contract is entered into and the date it matures. The Fund is
not required to enter into such transactions with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
the Investment Manager and/or Sub-Advisor.

The Fund generally will not enter into a forward contract with a term of
greater than one year, although it may enter into forward contracts for periods
of up to five years. To the extent that the Fund enters into forward foreign
currency contracts to hedge against a decline in the value of portfolio holdings
denominated in a particular foreign currency resulting from currency
fluctuations, there is a risk that the Fund may nevertheless realize a gain or

9
<PAGE>
loss as a result of currency fluctuations after such portfolio holdings are sold
if the Fund is unable to enter into an "offsetting" forward foreign currency
contract with the same party or another party. The Fund may be limited in its
ability to enter into hedging transactions involving forward contracts by the
Internal Revenue Code of 1986 (the "Code") requirements relating to
qualifications as a regulated investment company (see "Dividends, Distributions
and Taxes").

OPTIONS AND FUTURES TRANSACTIONS

Call and put options on U.S. Treasury notes, bonds and bills, on various
foreign currencies and on equity securities are listed on several U.S. and
foreign securities exchanges and are written in over-the-counter transactions
("OTC Options"). Listed options are issued or guaranteed by the exchange on
which they trade or by a clearing corporation such as the Options Clearing
Corporation ("OCC"). Ownership of a listed call option gives the Fund the right
to buy from the OCC (in the U.S.) or other clearing corporation or exchange, the
underlying security or currency covered by the option at the stated exercise
price (the price per unit of the underlying security or currency) by filing an
exercise notice prior to the expiration date of the option. Ownership of a
listed put option would give the Fund the right to sell the underlying security
or currency to the OCC (in the U.S.) or other clearing corporation or exchange
at the stated exercise price.

OTC options are purchased from or sold (written) to dealers or financial
institutions which have entered into direct agreements with the Fund. With OTC
options, such variables as expiration date, exercise price and premium will be
agreed upon between the Fund and the transacting dealer, without the
intermediation of a third party such as the OCC.

COVERED CALL WRITING. The Fund is permitted to write covered call options
on portfolio securities which are denominated in either U.S. dollars or foreign
currencies and on the U.S. dollar and foreign currencies, without limit, in
order to hedge against the decline in the value of a security or currency and to
close out long call option positions. As a writer of a call option, the Fund has
the obligation, upon notice of exercise of the option, to deliver the security
or amount of currency underlying the option (certain listed and OTC call options
written by the Fund will be exercisable by the purchaser only on a specific
date).

Given the Fund's objective of seeking capital appreciation, it should be
recognized that the writing of covered call options on portfolio securities will
reduce the potential for the Fund to realize capital appreciation on such
securities unless and until such time as the option expires unexercised or the
Fund enters into an "offsetting" transaction. For this reason, it is expected
that, under normal market conditions, the Fund will not write covered call
options on all or substantially all of its portfolio securities. The Fund,
however, may write covered call options on currencies in amounts representing
substantially all of the value of its foreign holdings if determined by the
Investment Manager to be appropriate to protect the Fund against the risks of
adverse fluctuations in the values of foreign currencies.

PURCHASING CALL AND PUT OPTIONS. The Fund may purchase listed and OTC call
and put options in amounts equalling up to 5% of its total assets. The Fund may
purchase call options to close out a covered call position (see "Covered Call
Writing" above) or to protect against an increase in the price of a security it
anticipates purchasing or, in the case of call options on a foreign currency, to
hedge against an adverse exchange rate change of the currency in which the
security it anticipates purchasing is denominated vis-a-vis the currency in
which the exercise price is denominated. The Fund may purchase put options on
securities which it holds in its portfolio to protect itself against a decline
in the value of the security or may purchase put options on currencies in which
such securities are denominated or a different related foreign currency to
protect itself against a decline in the value of the

10
<PAGE>
currency in which the securities are denominated. There are no other limits on
the Fund's ability to purchase call and put options.

FUTURES CONTRACTS. The Fund may purchase and sell futures contracts that
are currently traded, or may in the future be traded, on U.S. and foreign
commodity exchanges on common stocks, such underlying fixed-income securities as
U.S. Treasury bonds, notes, and bills and/or any foreign government fixed-income
security ("interest rate" futures), on various currencies ("currency" futures)
and on such indexes of U.S. or foreign equity and fixed-income securities as may
exist or come into being, such as the Nikkei 225 Stock Index ("index" futures).
As a futures contract purchaser, the Fund incurs an obligation to take delivery
of a specified amount of the obligation underlying the contract at a specified
time in the future for a specified price. As a seller of a futures contract, the
Fund incurs an obligation to deliver the specified amount of the underlying
obligation at a specified time in return for an agreed upon price.

The Fund will purchase or sell interest rate futures contracts for the
purpose of hedging some or all of the value of its portfolio securities (or
anticipated portfolio securities) against changes in prevailing interest rates.
The Fund will purchase or sell index futures contracts for the purpose of
hedging some or all of its portfolio (or anticipated portfolio) securities
against changes in their prices.

OPTIONS ON FUTURES CONTRACTS. The Fund may 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. An option on a futures contract gives the purchaser the right (in
return for the premium paid) to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the term of the option. 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 (purchase of a call
option) and the sale of a futures contract (purchase of a put option or sale of
a call option), or to close out a long or short position in futures contracts.

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.

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 portfolio securities are not
speculative in nature, there are risks inherent in the use of such instruments.
One such risk is that the Fund's management could be incorrect in its
expectations as to the direction or extent of various interest rate or price
movements or the time span within which the movements take place. For example,
if the Fund sold futures contracts for the sale of securities in anticipation of
an increase in interest rates, and then interest rates went down instead,
causing bond prices to rise, the Fund would lose money on the sale.

Another risk which may arise in employing futures contracts to protect
against the price volatility of portfolio securities is that the prices of
securities, currencies and indexes subject to futures contracts (and thereby the
futures contract prices) may correlate imperfectly with the behavior of the U.S.
dollar cash prices of the Fund's portfolio securities and their denominated
currencies. Another such risk is that prices of interest rate futures contracts
may not move in tandem with the changes in
pre-

11
<PAGE>
vailing interest rates against which the Fund seeks a hedge. 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.

The Fund, by entering into transactions in foreign futures and options
markets, will also incur risks similar to those discussed above under the
section entitled "Foreign Securities."

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, including the risks of default or
bankruptcy of the selling financial institution, the Fund follows procedures to
minimize such risks. These procedures include effecting repurchase transactions
only with large, well-capitalized and well-established financial institutions
and maintaining adequate collateralization.

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.

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

PORTFOLIO MANAGEMENT

The Fund's portfolio is actively managed by its Investment Manager and the
Sub-Advisor with a

12
<PAGE>
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 and the Sub-Advisor will rely on information from various
sources, including research, analysis and appraisals of brokers and dealers, the
views of Directors of the Fund and others regarding economic developments and
interest rate trends, and the Investment Manager's and Sub-Advisor's own
analysis of factors they deem relevant. The Fund's primary portfolio manager is
Graham D. Bamping, a Director of the Sub-Advisor. Mr. Bamping is responsible for
the Sub-Advisor's management of Pacific Basin equity portfolios and has been
managing equity portfolios based in the Pacific Basin, for the Sub-Advisor, for
over five years.

Personnel of the Investment Manager and Sub-Advisor have substantial
experience in the use of the investment techniques described above under the
heading "Options and Futures Transactions," which techniques require skills
different from those needed to select the portfolio securities underlying
various options and futures contracts.

Orders for transactions in portfolio securities and commodities may be
placed for the Fund with a number of brokers and dealers, including DWR and two
affiliated broker-dealers of the Sub-Advisor (Morgan Grenfell Asia and Partners
Securities Pte. Limited and Morgan Grenfell Asia Securities (Hong Kong)
Limited). Pursuant to an order of the Securities and Exchange Commission, the
Fund may effect principal transactions in certain money market instruments with
Dean Witter Reynolds Inc. ("DWR"), a broker-dealer affiliate of the Investment
Manager. In addition, the Fund may incur brokerage commissions on transactions
conducted through DWR and the four above-mentioned affiliated broker-dealers of
the Sub-Advisor.

Although the Fund does not intend to engage in short-term trading, it may
sell portfolio securities without regard to the length of time that they have
been held when such sale will, in the opinion of the Investment Manager or
Sub-Advisor, contribute to the Fund's investment objective. It is not
anticipated that the Fund's portfolio turnover rate will exceed 100% in any one
year.

The expenses of the Fund relating to its portfolio management are likely to
be greater than those incurred by other investment companies investing primarily
in securities issued by domestic issuers as custodial costs, brokerage
commissions and other transaction charges related to investing on foreign
markets are generally higher than in the United States.

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. As to 75% of its total assets, purchase more
than 10% of all outstanding voting securities or any class of securities of any
one issuer.

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

13
<PAGE>
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. Purchase securities of other investment
companies, except in connection with a merger, consolidation, reorganization or
acquisition of assets or in accordance with the provisions of Section 12(d) of
the Act and any rules promulgated thereunder (e.g., the Fund may not invest in
more than 3% of the outstanding voting securities of any investment company).

6. Invest more than 10% of its total assets in
illiquid securities and repurchase agreements which have a maturity of longer
than seven days.

Generally, OTC options and the assets used as "cover" for written OTC
options are "illiquid securities" (securities for which no active and
substantial secondary market exists). However, the Fund is permitted to
treat the securities it uses as cover for written OTC options as liquid
provided it follows a procedure whereby it will sell OTC options only to
qualified dealers who agree that the Fund may repurchase such options at a
maximum price to be calculated pursuant to a predetermined formula set forth
in the option agreement. The formula may vary from agreement to agreement,
but is generally based on a multiple of the premium received by the Fund for
writing the option plus the amount, if any, of the option's intrinsic value.
An OTC option is considered an illiquid asset only to the extent that the
maximum repurchase price under the formula exceeds the intrinsic value of
the option.

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

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

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

Shares of the Fund are sold through the Distributor on a normal five
business day settlement basis; that is, payment is due on the fifth business day
(settlement date) after the order is placed with the Distributor. 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. Such investors will be entitled to receive income
dividends and capital gains distributions if their order is received by the
close of business on the day prior to the record date

14
<PAGE>
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). The offering price will be the net asset value per
share next determined following receipt of an order (see "Determination of Net
Asset Value"). While no sales charge is imposed at the time shares are
purchased, a contingent deferred sales charge may be imposed at the time of
redemption (see "Redemptions and Repurchases"). Sales personnel are compensated
for selling shares of the Fund at the time of their sale by the Distributor
and/or 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.
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
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 incurred. For the
fiscal year ended October 31, 1994, the Fund accrued payments under the Plan
amounting to $11,170,369, which amount is equal to 0.91% of the Fund's average
daily net assets for the fiscal year. The payments accrued under the Plan were
calculated pursuant to clause (a) of the compensation formula under the Plan. 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.

At any given time, the Distributor may incur expenses in distributing shares
of the Fund which may be in excess of the total of (i) the payments made by the
Fund pursuant to the Plan, and (ii) the proceeds of contingent deferred sales
charges paid by investors upon the redemption of shares (see "Redemptions and
Repurchases--Contingent Deferred Sales Charge"). For example, if the Distributor
incurred $1 million in expenses in distributing shares of the Fund and $750,000
had been received by the Distributor in (i) and (ii) above, the excess expense
would amount to $250,000. The Distributor has advised the Fund that the excess
distribution expenses, including the carrying charge described above, totalled
$43,809,400 at October 31, 1994, which was equal to 2.79% 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, such excess amount, if any, does not constitute a
liability of the Fund. Although there is no legal obligation for the Fund to

15
<PAGE>
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
Directors will consider at that time the manner in which to treat such expenses.
Any cumulative expenses incurred, but not yet recovered through distribution
fees or contingent deferred sales charges, may or may not be recovered through
future distribution fees or contingent deferred sales charges.

DETERMINATION OF NET ASSET VALUE

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

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

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
Directors determine such does not reflect the securities' fair value, in which
case these securities will be valued at their fair value as determined by the
Directors.

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

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

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

16
<PAGE>
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.

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

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.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan (the "Withdrawal
Plan") is available for shareholders who own or purchase shares of the Fund
having a minimum value of $10,000 based upon the then current net asset value.
The Withdrawal Plan provides for monthly or quarterly (March, June, September,
and December) checks in any 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 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.

EXCHANGE PRIVILEGE

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

An exchange to another CDSC fund or any Exchange Fund that is not a money
market fund is on the basis of the next calculated net asset value per share of
each fund after the exchange order is received. When exchanging into a money
market fund from the Fund, shares of the Fund are redeemed out of the Fund at
their next calculated net asset value and the proceeds of the redemption are
used to purchase shares of the money market fund at their net asset value
determined the following 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 this Fund, even

17
<PAGE>
if such shares are subsequently re-exchanged for shares of the CDSC fund
originally purchased. During the period of time the shareholder remains invested
in an 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 are
described in the prospectuses for those funds.)

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

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

The Exchange Privilege may be terminated or revised at any time by the Fund
and/or any of such Dean Witter Funds for which shares of the Fund have been
exchanged, 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. In the case of any shareholder
holding a share certificate or certificates, no exchanges may be made until all
applicable share certificates have been received by the Transfer Agent and
deposited in the shareholders account. 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.

18
<PAGE>
If DWR or another Selected Broker-Dealer is the current dealer of record and
its account numbers are part of the account information, shareholders may
initiate an exchange of shares of the Fund for shares of any of the Dean Witter
Funds (for which the Exchange Privilege is available) pursuant to this Exchange
Privilege by contacting their 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 Distributor, to initiate an exchange.
If the Authorization Form is used, exchanges may be made in writing or by
contacting the Transfer Agent at (800) 526-3143 (toll free).

The Fund will employ reasonable procedures to confirm that exchange
instructions communicated over the telephone are genuine. Such procedures may
include requiring various forms of personal identification such as name, mailing
address, social security or other tax identification number and DWR or other
Selected Broker-Dealer account number (if any). Telephone instructions may also
be recorded. If such procedures are not employed, the Fund may be liable for any
losses due to unauthorized or fraudulent instructions. Telephone exchange
instructions will be accepted if received by the Transfer Agent between 9:00
a.m. and 4:00 p.m. New York time, on any day the New York Stock Exchange is
open. Any shareholder wishing to make an exchange who has previously filed an
Exchange Privilege Authorization Form and who is unable to reach the Fund by
telephone should contact his or her DWR or other Selected Broker-Dealer account
executive, if appropriate, or make a written exchange request. Shareholders are
advised that during periods of drastic economic or market changes, it is
possible that the telephone exchange procedures may be difficult to implement,
although this has not been the case with the Dean Witter Funds in the past.

For further information regarding the Exchange Privilege, shareholders
should contact their DWR or other Selected Broker-Dealer account executive or
the Transfer Agent.

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

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

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

19
<PAGE>
upon how long the shares have been held, as set forth in the table below:

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

A CDSC will not be imposed on: (i) any amount which represents an increase
in value of shares purchased within the six years preceding the redemption; (ii)
the current net asset value of shares purchased more than six years prior to the
redemption; and (iii) the current net asset value of shares purchased through
reinvestment of dividends or distributions and/or shares acquired in exchange
for shares of Dean Witter Funds sold with a front-end sales charge or of other
Dean Witter Funds acquired in exchange for such shares. Moreover, in determining
whether a CDSC is applicable it will be assumed that amounts described in (i),
(ii) and (iii) above (in that order) are redeemed first. In addition, no CDSC
will be imposed on redemptions of shares which were purchased by the employee
benefit plans established by DWR and SPS Transaction Services, Inc. (an
affiliate of DWR) for their employees as qualified under Section 401(k) of the
Internal Revenue Code.

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

REPURCHASE. DWR and other Selected Broker-Dealers are authorized to
repurchase shares represented by a share certificate which is delivered to any
of their offices. Shares held in a shareholder's account without a share
certificate may also be repurchased by DWR and other Selected Broker-Dealers
upon the telephonic 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 upon repurchase by the Fund,
the Distributor, DWR or other Selected Broker-Dealer. 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.

20
<PAGE>
Such payment may be postponed or the right of redemption suspended under unusual
circumstances. If the shares to be redeemed have recently been purchased by
check (including a certified or bank cashier's 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 to redeem, on sixty
days notice and at 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 Code) whose shares due to redemptions by the
shareholder have a value of less than $100 or such lesser amount as may be fixed
by the Directors. However, before the Fund redeems such shares and sends the
proceeds to the shareholder, it will notify the shareholder that the value 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. No CDSC will be
imposed on any involuntary redemption.

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

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

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

TAXES. Because the Fund intends to distribute all of its net investment
income and net short-term capital gains to shareholders and otherwise qualify as
a regulated investment company under Subchapter M of the Code, it is not
expected that the Fund will be required to pay any federal income tax on such
income and capital gains.

Gains or losses on the Fund's transactions in certain listed options on
securities and on futures and options on futures traded on U.S. exchanges
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 of certain
investments held for less than three months. This

21
<PAGE>
requirement may limit the Fund's ability to engage in options and futures
transactions.

Shareholders 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 distributions in additional shares or in cash. Any
dividends declared in the last quarter of any calendar year which are paid in
the following year prior to February 1, will be deemed, for tax purposes, to
have been received by the shareholder in the prior year.

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. It is not anticipated that any portion of the
Fund's distributions will be eligible for the dividends received deduction to
corporate shareholders.

After the end of the year, shareholders will receive full information on
their dividends and capital gains distributions for tax purposes, including
information as to the portion taxable as ordinary income and the portion taxable
as long-term capital gains.

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.

Dividends, interest and gains received by the Fund may give rise to
withholding and other taxes imposed by foreign countries. If it qualifies for
and has made the appropriate election with the Internal Revenue Service, the
Fund will report annually to its shareholders the amount per share of such
taxes, to enable shareholders to claim United States foreign tax credits or
deductions with respect to such taxes. In the absence of such an election, the
Fund would deduct foreign tax in computing the amount of its distributable
income.

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 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 a period of one year and five years, as well as over the
life of the Fund. Average annual total return reflects all income earned by the
Fund, any appreciation or depreciation of the Fund's assets, all expenses
incurred by the Fund and all sales charges which would be incurred by redeeming
shareholders, for the 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. The Fund may also advertise the growth of
hypothetical investments of $10,000, $50,000 and $100,000 in shares of the Fund.
Such calculations may or may not reflect the deduction of the contingent
deferred sales charge which, if reflected, would reduce the performance quoted.
The Fund from time to time may also advertise its performance relative to
certain performance rankings and indexes compiled by independent organizations
(such as mutual fund performance rankings of Lipper Analytical Services, Inc.).

22
<PAGE>
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS. All shares of the Fund are of common stock of $0.01 par
value and are equal as to earnings, assets and voting privileges. There are no
conversion, pre-emptive or other subscription rights. In the event of
liquidation, each share of common stock of the Fund is entitled to its portion
of all of the Fund's assets after all debts and expenses have been paid. The
shares do not have cumulative voting rights.

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
Directors may call Special Meetings of Shareholders for action by shareholder
vote as may be required by the Act or the Fund's By-Laws.

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.

23
<PAGE>

Dean Witter
Pacific Growth Fund Inc.
Dean Witter
Two World Trade Center
New York, New York 10048
DIRECTORS Pacific
Jack F. Bennett Growth
Michael Bozic Fund
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive
Officer
Sheldon Curtis
Vice President, Secretary and
General Counsel
Thomas F. Caloia
Treasurer
CUSTODIAN
The Chase Manhattan Bank N.A.
One Chase Plaza
New York, NY 10005
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.
SUB-ADVISOR
Morgan Grenfell Investment Services
Limited
PROSPECTUS -- DECEMBER 27, 1994
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 27, 1994 DEAN WITTER

PACIFIC GROWTH
FUND

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

Dean Witter Pacific Growth Fund Inc. (the "Fund") is an open-end,
diversified management investment company, whose investment objective is to
maximize the capital appreciation of its investments. The Fund seeks to achieve
its investment objective by investing primarily in securities issued by issuers
located in Asia, Australia and New Zealand.

A Prospectus for the Fund dated December 27, 1994, which provides the basic
information you should know before investing in the Fund, may be obtained
without charge from the Fund at the address or telephone number listed below or
from the Fund's Distributor, Dean Witter Distributors Inc., or from Dean Witter
Reynolds Inc. at any of its branch offices. This Statement of Additional
Information is not a Prospectus. It contains information in addition to and more
detailed than that set forth in the Prospectus. It is intended to provide
additional information regarding the activities and operations of the Fund, and
should be read in conjunction with the Prospectus.

Dean Witter
Pacific Growth Fund Inc.
Two World Trade Center
New York, New York 10048
(212) 392-2550
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
The Fund and its Management............................................................ 3

Directors and Officers................................................................. 7

Investment Practices and Policies...................................................... 10
Investment Restrictions................................................................ 24

Portfolio Transactions and Brokerage................................................... 26

The Distributor........................................................................ 27

Determination of Net Asset Value....................................................... 30

Shareholder Services................................................................... 31

Redemptions and Repurchases............................................................ 35

Dividends, Distributions and Taxes..................................................... 38

Performance Information................................................................ 40

Description of Common Stock............................................................ 40

Custodian and Transfer Agent........................................................... 41

Independent Accountants................................................................ 41

Reports to Shareholders................................................................ 41

Legal Counsel.......................................................................... 41

Experts................................................................................ 42

Registration Statement................................................................. 42

Financial Statements--October 31, 1994................................................. 43
Report of Independent Accountants...................................................... 60
</TABLE>

2
<PAGE>
THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------

THE FUND

The Fund was incorporated under the laws of the state of Maryland on June
13, 1990.

THE INVESTMENT MANAGER

Dean Witter InterCapital Inc. (the "Investment Manager" or "InterCapital"),
a Delaware corporation, whose address is Two World Trade Center, New York, New
York 10048, is the Fund's Investment Manager. InterCapital is a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC"), a Delaware corporation. In
an internal reorganization which took place in January, 1993, InterCapital
assumed the investment advisory, administrative and management activities
previously performed by the InterCapital Division of Dean Witter Reynolds Inc.
("DWR"), a broker-dealer affiliate of InterCapital. (As hereinafter used in this
Statement of Additional Information, the terms "InterCapital" and "Investment
Manager" refer to DWR's InterCapital Division prior to the internal
reorganization and Dean Witter InterCapital Inc. thereafter.) The daily
management of the Fund is conducted by or under the direction of officers of the
Fund and of the Investment Manager and Sub-Advisor, subject to review of
investments by the Fund's Board of Directors. In addition, Directors of the Fund
provide guidance on economic factors and interest rate trends. Information as to
these Directors and Officers is contained under the caption "Directors and
Officers".

InterCapital is also the investment manager or investment adviser of the
following management investment companies: Active Assets Money Trust, Active
Assets Tax-Free Trust, Active Assets California Tax-Free Trust, Active Assets
Government Securities Trust, InterCapital Income Securities Inc., InterCapital
Insured Municipal Bond Trust, InterCapital Insured Municipal Trust, InterCapital
Insured Municipal Income Trust, InterCapital Insured Municipal Securities,
InterCapital California Insured Municipal Income Trust, InterCapital Insured
California Municipal Securities, InterCapital Quality Municipal Investment
Trust, InterCapital Quality Municipal Income Trust, InterCapital Quality
Municipal Securities, InterCapital California Quality Municipal Securities,
InterCapital New York Quality Municipal Securities, High Income Advantage Trust,
High Income Advantage Trust II, High Income Advantage Trust III, Dean Witter
Government Income Trust, Dean Witter High Yield Securities Inc., Dean Witter
Tax-Free Daily Income Trust, Dean Witter Tax-Exempt Securities Trust, Dean
Witter Dividend Growth Securities Inc., Dean Witter Natural Resource Development
Securities Inc., Dean Witter American Value Fund, Dean Witter Developing Growth
Securities Trust, Dean Witter U.S. Government Money Market Trust, Dean Witter
Variable Investment Series, Dean Witter World Wide Investment Trust, Dean Witter
Select Municipal Reinvestment Fund, Dean Witter U.S. Government Securities
Trust, Dean Witter World Wide Income Trust, Dean Witter California Tax-Free
Income Fund, Dean Witter New York Tax-Free Income Fund, Dean Witter Convertible
Securities Trust, Dean Witter Federal Securities Trust, Dean Witter Value-Added
Market Series, Dean Witter Utilities Fund, Dean Witter Managed Assets Trust,
Dean Witter California Tax-Free Daily Income Trust, Dean Witter Strategist Fund,
Dean Witter Intermediate Income Securites, Dean Witter Capital Growth
Securities, Dean Witter Precious Metals and Minerals Trust, Dean Witter New York
Municipal Money Market Trust, Dean Witter European Growth Fund Inc., Dean Witter
Global Short-Term Income Fund Inc., Dean Witter Pacific Growth Fund Inc., Dean
Witter Multi-State Municipal Series Trust, Dean Witter Short-Term U.S. Treasury
Trust, Dean Witter Premier Income Trust, Dean Witter Diversified Income Trust,
Dean Witter Health Sciences Trust, Dean Witter Retirement Series, Dean Witter
Global Dividend Growth Securities, Dean Witter Limited Term Municipal Trust,
Dean Witter Short-Term Bond Fund, Dean Witter Global Utilities Fund, Dean Witter
High Income Securities, Dean Witter National Municipal Trust, Dean Witter
International SmallCap Fund, Dean Witter Mid-Cap Growth Fund, Dean Witter Select
Dimensions Investment Series, Municipal Income Trust, Municipal Income Trust II,
Municipal Income Trust III, Municipal Income Opportunities Trust, Municipal
Income Opportunities Trust II, Municipal Income Opportunities Trust III,
Municipal Premium Income Trust and Prime Income Trust. The foregoing investment
companies, together with the Fund, are collectively referred to as the Dean
Witter Funds.

In addition, Dean Witter Services Company Inc. ("DWSC"), a wholly-owned
subsidiary of InterCapital, serves as manager for the following investment
companies for which TCW Funds Management,

3
<PAGE>

Inc. is the investment adviser: TCW/DW Core Equity Trust, TCW/DW North American
Government Income Trust, TCW/DW Latin American Growth Fund, TCW/DW Income and
Growth Fund, TCW/DW Small Cap Growth Fund, TCW/DW Balanced Fund, TCW/DW Global
Convertible Trust, TCW/DW Total Return Trust, TCW/DW Emerging Markets
Opportunities Trust, TCW/DW Term Trust 2000, TCW/DW Term Trust 2002 and TCW/DW
Term Trust 2003 (the "TCW/DW Funds"). InterCapital also serves as: (i) sub-
adviser to Templeton Global Opportunities Trust, an open-end investment company;
(ii) administrator of The BlackRock Strategic Term Trust Inc., a closed-end
investment company; and (iii) sub-administrator of MassMutual Participation
Investors and Templeton Global Governments Income Trust, closed-end investment
companies.

The Investment Manager also serves as an investment adviser for Dean Witter
World Wide Investment Fund, an investment company organized under the laws of
Luxembourg, shares of which are not available for purchase in the United States
or by American citizens outside the United States.

Pursuant to an Investment Management Agreement (the "Management Agreement")
with the Investment Manager, the Fund has retained the Investment Manager to
supervise the investment of the Fund's assets. The Investment Manager, through
consultation with Morgan Grenfell Investment Services Ltd. (the "Sub-Advisor")
and through its own portfolio management staff, obtains and evaluates such
information and advice relating to the economy, securities markets, and specific
securities as it considers necessary or useful to continuously oversee the
management of the assets of the Fund in a manner consistent with its investment
objective.

Under the terms of the Management Agreement, the Investment Manager also
maintains certain of the Fund's books and records and furnishes, at its own
expense, such office space, facilities, equipment, clerical help and bookkeeping
and certain legal services as the Fund may reasonably require in the conduct of
its business, including the preparation of prospectuses, statements of
additional information, proxy statements and reports required to be filed with
federal and state securities commissions (except insofar as the participation or
assistance of independent accountants and attorneys is, in the opinion of the
Investment Manager, necessary or desirable). In addition, the Investment Manager
pays the salaries of all personnel, including officers of the Fund, who are
employees of the Investment Manager. The Investment Manager also bears the cost
of telephone service, heat, light, power and other utilities provided to the
Fund.

Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and DWSC, DWSC began to provide the administrative services to the
Fund that were previously performed directly by InterCapital. The foregoing
internal reorganization did not result in any change in the nature or scope of
the administrative services being provided to the Fund or any of the fees being
paid by the Fund for the overall services being performed under the terms of the
existing Management Agreement.

Expenses not expressly assumed by the Investment Manager under the
Management Agreement, by the Sub-Advisor pursuant to the Sub-Advisory Agreement
(see below), or by the Distributor of the Fund's shares, Dean Witter
Distributors Inc. ("Distributors" or the "Distributor"), (see "The Distributor")
will be paid by the Fund. The expenses borne by the Fund include, but are not
limited to: expenses of the Plan of Distribution pursuant to Rule 12b-1 (see
"The Distributor"), charges and expenses of any registrar, custodian, stock
transfer and dividend disbursing agent; brokerage commissions; taxes; engraving
and printing of share certificates; registration costs of the Fund and its
shares under federal and state securities laws; the cost and expense of
printing, including typesetting, and distributing Prospectuses and Statements of
Additional Information of the Fund and supplements thereto to the Fund's
shareholders; all expenses of shareholders' and directors' meetings and of
preparing, printing and mailing of proxy statements and reports to shareholders;
fees and travel expenses of Directors or members of any advisory board or
committee who are not employees of the Investment Manager or Sub-Advisor or any
corporate affiliate of the Investment Manager or Sub-Advisor; all expenses
incident to any dividend, withdrawal or redemption options; charges and expenses
of any outside service used for pricing of the Fund's shares; fees and expenses
of the Fund's legal counsel, including counsel to the directors who are not
interested persons of the Fund or of the Investment Manager or Sub-Advisor (not
including compensation or expenses of attorneys who are employees of the
Investment Manager) and independent accountants; membership dues of industry
associations; interest on Fund borrowings;

4
<PAGE>
postage; insurance premiums on property or personnel (including officers and
directors) of the Fund which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification relating thereto); and all other costs of the
Fund's operation.

The Management Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations thereunder, the Investment Manager is not liable to the Fund or any
of its investors for any act or omission by the Investment Manager or for any
losses sustained by the Fund or its investors. The Management Agreement in no
way restricts the Investment Manager from acting as investment manager or
adviser to others.

As full compensation for the services and facilities furnished to the Fund
and expenses of the Fund assumed by the Investment Manager, the Fund pays the
Investment Manager monthly compensation calculated daily by applying the
following annual rates to the Fund's daily net assets: 1.00% of the portion of
the daily net assets not exceeding $1 billion; and 0.95% of the portion of daily
net assets exceeding $1 billion. For the fiscal years ended October 31, 1992,
1993 and 1994, the Fund accrued to the Investment Manager total compensation
under the Management Agreement in the amounts of $1,254,093, $3,111,478 and
$12,209,230, respectively.

Pursuant to a Sub-Advisory Agreement between the Investment Manager and
Sub-Advisor, the Sub-Advisor has been retained, subject to the overall
supervision of the Investment Manager and the Directors of the Fund, to
continuously furnish investment advice concerning individual security
selections, asset allocations and overall economic trends with respect to
Pacific basin issuers and to manage the portion of the Fund's portfolio invested
in securities issued by issuers located in Asia, Australia and New Zealand,
subject to the supervision of the Investment Manager. On occasion, the
Sub-Advisor will also provide the Investment Manager with investment advice
concerning potential investment opportunities for the Fund which are available
outside of Asia, Australia and New Zealand.

Morgan Grenfell Investment Services Limited ("MGIS") was organized as a
British corporation in 1972 and manages, as of September 30, 1994, assets of
approximately $9.4 billion for U.S. corporate and public employee benefit plans,
investment companies, endowments and foundations. MGIS' principal office is
located at 20 Finsbury Circus, London, England. MGIS is a subsidiary of London
based Morgan Grenfell Asset Management Limited which is itself a subsidiary of
London-based Morgan Grenfell Group plc (which is owned by Deutsche Bank AG, an
international commercial and investment banking group) and is registered as an
investment adviser under the Investment Advisers Act of 1940. In 1838 Morgan
Grenfell was founded to provide merchant banking services, primarily trade
financing between Great Britain and the United States. In 1958, its investment
management arm began operations. In recent years Morgan Grenfell Group plc has
achieved a prominent position in the securities industry by providing investment
and commercial banking services, financial services, and discretionary
management and advisory services covering all of the world's leading securities
markets. Morgan Grenfell Asset Management Limited, through its various
investment management subsidiaries, which have extensive experience in global
investment management, is managing, as of September 30, 1994, approximately
$43.8 billion worldwide.

Both the Investment Manager and the Sub-Advisor have authorized any of their
directors, officers and employees who have been elected as Directors or officers
of the Fund to serve in the capacities in which they have been elected. Services
furnished by the Investment Manager and the Sub-Advisor may be furnished by
directors, officers and employees of the Investment Manager and the Sub-Advisor.
In connection with the services rendered by the Sub-Advisor, the Sub-Advisor
bears the following expenses: (a) the salaries and expenses of its personnel;
and (b) all expenses incurred by it in connection with performing the services
provided by it as Sub-Advisor, as described above.

As full compensation for the services and facilities furnished to the Fund
and the Investment Manager and expenses of the Fund and the Investment Manager
assumed by the Sub-Advisor, the Investment Manager pays the Sub-Advisor monthly
compensation equal to 40% of the Investment Manager's monthly compensation
payable under the Management Agreement. For the fiscal years ended October 31,
1992, 1993 and 1994, the Investment Manager informed the Fund that it accrued to
the Sub-Advisor total compensation under the Sub-Advisory Agreement of $501,637,
$1,244,591 and $4,883,692, respectively.

5
<PAGE>

Pursuant to the Management Agreement and the Sub-Advisory Agreement, total
operating expenses of the Fund are subject to applicable limitations under rules
and regulations of states where the Fund is authorized to sell its shares.
Therefore, operating expenses are effectively subject to the most restrictive of
such limitations as the same may be amended from time to time. Presently, the
most restrictive limitation is as follows. If, in any fiscal year, the Fund's
total operating expenses, exclusive of taxes, interest, brokerage fees,
distribution fees and extraordinary expenses (to the extent permitted by
applicable state securities laws and regulations), exceed 2 1/2% of the first
$30,000,000 of average daily net assets, 2% of the next $70,000,000 and 1 1/2%
of any excess over $100,000,000, the Investment Manager will reimburse the Fund
for the amount of such excess. Pursuant to the Sub-Advisory Agreement, if any
such reimbursement is made by the Investment Manager, the Investment Manager
will, in turn, be reimbursed for 40% of such payment by the Sub-Advisor. The
reimbursement, if any, will be calculated daily and credited on a monthly basis.
The Fund's expenses did not exceed the limitation set forth above during the
fiscal years ended October 31, 1992, 1993 and 1994.

The Investment Manager paid the organizational expenses of the Fund incurred
prior to the offering of the Fund's shares. The Fund has reimbursed the
Investment Manager for such expenses, in accordance with the terms of the
Underwriting Agreement between the Fund and DWR, in the amount of approximately
$142,000. The Fund has deferred and is amortizing the expenses on the straight
line method over a period not to exceed five years from the date of commencement
of the Fund's operations.

The Management Agreement and the Sub-Advisory Agreement (the "Agreements")
were initially approved by the Board of Directors on October 30, 1992 and by the
shareholders of the Fund at a Special Meeting of Shareholders held on January
12, 1993. The Agreements are substantially identical to the prior investment
management agreement and sub-advisory agreement which were initially approved by
the Fund's Directors on July 19, 1990 and by DWR as the then sole shareholder on
September 27, 1990. The Agreements took effect on June 30, 1993, upon the
spin-off of Sears, Roebuck and Co. of its remaining shares of DWDC. Both
Agreements may be terminated at any time, without penalty, on thirty days notice
by the Directors of the Fund, by the holders of a majority, as defined in the
Investment Company Act of 1940, as amended (the "Act"), of the outstanding
shares of the Fund, by the Investment Manager, or the Sub-Advisor (Sub-Advisory
Agreement only). The Agreements will automatically terminate in the event of
their assignment (as defined in the Act).

Under its terms, both Agreements had an initial term ending April 30, 1994,
and provide that each will continue from year to year thereafter, provided
continuance of each Agreement is approved at least annually by the vote of the
holders of a majority, as defined in the Act, of the outstanding shares of the
Fund, or by the Directors of the Fund; provided that in either event such
continuance is approved annually by the vote of a majority of the Directors of
the Fund who are not parties to the Agreements or "interested persons" (as
defined in the Act) of any such party (the "Independent Directors'), which votes
must be cast in person at a meeting called for the purpose of voting on such
approval. At their meeting held on April 8, 1994, the Fund's Board of Directors,
including a majority of the Independent Directors, approved continuation of each
Agreement until April 30, 1995. At the April 8, 1994 meeting, the Directors,
including all of the Independent Directors, also approved an amendment to each
Agreement to lower the management fees and sub-advisory fees charged on the
Fund's daily net assets in excess of $1 billion from 1.0% to 0.95%.

The Fund has acknowledged that the name "Dean Witter" is a property right of
DWR. The Fund has agreed that DWR or its parent company may use, or at any time
permit others to use, the name "Dean Witter". The Fund has also agreed that in
the event the investment management contract between InterCapital and the Fund
is terminated, or if the affiliation between InterCapital and its parent company
is terminated, the Fund will eliminate the name "Dean Witter" from its name if
DWR or its parent company shall so request.

6
<PAGE>
DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------

The Directors and Executive Officers of the Fund, their principal business
occupations during the last five years and their affiliations, if any, with
InterCapital and with the Dean Witter Funds and the
TCW/DW Funds are shown below.

<TABLE>
<CAPTION>
NAME, POSITION WITH FUND AND ADDRESS PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
- ------------------------------------------------------ ----------------------------------------------------------
<S> <C>
Jack F. Bennett Retired; Director or Trustee of the Dean Witter Funds;
Director formerly Senior Vice President and Director of Exxon
c/o Gordon Altman Butowsky Weitzen Corporation (1975-January, 1989) and Under Secretary of
Shalov & Wein the U.S. Treasury for Monetary Affairs (1974-1975);
Counsel to the Independent Directors Director of Philips Electronics N.V., Tandem Computer Inc.
114 West 47th Street and Massachusetts Mutual Insurance Company; director or
New York, New York trustee of various not-for-profit and business
organizations.

Michael Bozic President and Chief Executive Officer of Hills Department
Director Stores (since May, 1991); formerly Chairman and Chief
c/o Hills Stores Inc. Executive Officer (January, 1987-August, 1990) and
15 Dan Road President and Chief Operating Officer (August,
Canton, Massachusetts 1990-February, 1991) of the Sears Merchandise Group of
Sears, Roebuck and Co.; Director or Trustee of the Dean
Witter Funds; Director of Harley Davidson Credit Inc., the
United Negro College Fund and Domain Inc. (home decor
retailer).
Charles A. Fiumefreddo* Chairman, Chief Executive Officer and Director of
Chairman of the Board, President, InterCapital, Distributors and DWSC; Director and
Chief Executive Officer and Director Executive Vice President of DWR; Chairman, Director or
Two World Trade Center Trustee, President and Chief Executive Officer of the Dean
New York, New York Witter Funds; Chairman, Chief Executive Officer and
Trustee of the TCW/DW Funds; Chairman and Director of Dean
Witter Trust Company ("DWTC"); Director and/or officer of
various DWDC subsidiaries; formerly Executive Vice
President and Director of DWDC (until February, 1993).

Edwin J. Garn Director or Trustee of the Dean Witter Funds; formerly
Director United States Senator (R-Utah) (1974-1992) and Chairman,
c/o Huntsman Chemical Corporation Senate Banking Committee (1980-1986); formerly Mayor of
2000 Eagle Gate Tower Salt Lake City, Utah (1971-1974); formerly Astronaut,
Salt Lake City, Utah Space Shuttle Discovery (April 12-19, 1985); Vice
Chairman, Huntsman Chemical Corporation (since January,
1993); member of the board of various civic and charitable
organizations.
</TABLE>

7
<PAGE>

Dr. Manuel H. Johnson Senior Partner, Johnson Smick International, Inc., a
Director consulting firm; Koch Professor of International Eco-
c/o Johnson Smick International, Inc. nomics and Director of the Center for Global Market
1133 Connecticut Ave., N.W. Studies at George Mason University (since September,
Washington, D.C. 1990); Co-Chairman and a founder of the Group of Seven
Council (G7C), an international economic commission (since
September, 1990); Director or Trustee of the Dean Witter
Funds; Trustee of the TCW/DW Funds; Director of Greenwich
Capital Markets Inc. (broker-dealer); formerly Vice
Chairman of the Board of Governors of the Federal Reserve
System (February, 1986-August, 1990) and Assistant
Secretary of the U.S. Treasury (1982-1986).

Paul Kolton Director or Trustee of the Dean Witter Funds; Chairman of
Director the Audit Committee and Committee of the Independent
c/o Gordon Altman Butowsky Weitzen Trustees and Trustee of the TCW/DW Funds; formerly
Shalov & Wein Chairman of the Financial Accounting Standards Advisory
Counsel to the Independent Directors Council and Chairman and Chief Executive Officer of the
114 West 47th Street American Stock Exchange; Director of UCC Investors Holding
New York, New York Inc. (Uniroyal Chemical Company, Inc.); director or trus-
tee of various not-for-profit organizations.

Michael E. Nugent General Partner, Triumph Capital, L.P., a private
Director investment partnership (since April, 1988); Director or
c/o Triumph Capital, L.P. Trustee of the Dean Witter Funds; Trustee of the TCW/DW
237 Park Avenue Funds; formerly Vice President, Bankers Trust Company and
New York, New York BT Capital Corporation (September, 1984-March, 1988);
Director of various business organizations.

Philip J. Purcell* Chairman of the Board of Directors and Chief Executive
Director Officer of DWDC, DWR and Novus Credit Services Inc.;
Two World Trade Center Director of InterCapital, DWSC and Distributors; Director
New York, New York or Trustee of the Dean Witter Funds; Director and/or
officer of various DWDC subsidiaries.
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
NAME, POSITION WITH FUND AND ADDRESS PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
- ------------------------------------------------------ ----------------------------------------------------------
<S> <C>
John L. Schroeder Executive Vice President and Chief Investment Officer of
Director the Home Insurance Company (since August, 1991); Director
c/o The Home Insurance Company or Trustee of the Dean Witter Funds; Director of Citizens
59 Maiden Lane Utilities Company; formerly Chairman and Chief Investment
New York, New York Officer of Axe-Houghton Management and the Axe-Houghton
Funds (April, 1983-June, 1991) and President of USF&G
Financial Services, Inc. (June, 1990-June, 1991).
Sheldon Curtis Senior Vice President, Secretary and General Counsel of
Vice President, Secretary and General Counsel InterCapital and DWSC; Senior Vice President and Secretary
Two World Trade Center of DWTC; Senior Vice President, Assistant Secretary and
New York, New York Assistant General Counsel of Distributors; Assistant
Secretary of DWR; Vice President, Secretary and General
Counsel of the Dean Witter Funds and the TCW/DW Funds.

Thomas F. Caloia First Vice President (since May, 1991) and Assistant
Treasurer Treasurer (since January, 1993) of InterCapital; First
Two World Trade Center Vice President and Assistant Treasurer of DWSC; Treasurer
New York, New York of the Dean Witter Funds and TCW/DW Funds; previously Vice
President of InterCapital.
<FN>
- ------------------------
*Denotes Directors who are "interested persons" of the Fund, as defined in the
Act.
</TABLE>

In addition, Robert M. Scanlan, President and Chief Operating Officer of
InterCapital and DWSC, Executive Vice President of Distributors and DWTC and
Director of DWTC, David A. Hughey, Executive Vice President and Chief
Administrative Officer of InterCapital, DWSC, Distributors and DWTC and Director
of DWTC, Edmund C. Puckhaber, Executive Vice President of InterCapital and
Director of DWTC and Thomas H. Connelly, Senior Vice President of InterCapital,
are Vice Presidents of the Fund. Barry Fink and Marilyn K. Cranney, First Vice
Presidents and Assistant General Counsels of InterCapital and DWSC, and Lawrence
S. Lafer, Lou Anne D. McInnis and Ruth Rossi, Vice Presidents and Assistant
General Counsels of InterCapital and DWSC, are Assistant Secretaries of the
Fund.

The Fund pays each Director who is not an employee or retired employee of
the Investment Manager or an affiliated company an annual fee of $1,200 ($1,600
prior to December 31, 1993) plus $50 for each meeting of the Board of Directors,
or of any Committee of the Board of Directors attended by the Director (the Fund
pays the Chairman of the Audit Committee an additional annual fee of $1,000
($1,200 prior to December 31, 1993), and pays the Chairman of the Committee of
the Independent Directors an additional annual fee of $2,400, in each case
inclusive of the Committee meeting fees). The Fund also reimburses such
Directors for travel and other out-of-pocket expenses incurred by them in
connection with attending such meetings. The Fund has adopted a retirement
program under which an Independent Director who retires after a minimum required
period of service would be entitled to retirement payments upon reaching the
eligible retirement age (normally, after attaining age 72) based upon length of
service and computed as a percentage of one-fifth of the total compensation
earned by such Director for service to the Fund in the five-year period prior to
the date of the Director's retirement. Directors and officers of the Fund who
are employed by the Investment Manager or an affiliated company receive no
compensation or expense reimbursement from the Fund. For the fiscal year ended
October 31, 1994, the Fund accrued a total of $44,021 for Directors' fees,
expenses and benefits. As of the date of this Statement of Additional
Information, the aggregate shares of common stock of the Fund owned by the
Fund's officers and Directors as a group was less than 1 percent of the Fund's
shares of beneficial interest outstanding.

9
<PAGE>
INVESTMENT PRACTICES AND POLICIES
- --------------------------------------------------------------------------------

As stated in the Prospectus, the Fund may invest more than 25% of its total
assets in securities of issuers located in each of Japan and Hong Kong. While it
is not anticipated that the Fund will invest more than 25% of its total assets
in the securities of issuers located in each of Singapore, Thailand, Malaysia
and South Korea, the Fund's Registration Statement will be amended to contain
disclosure discussing the risks pertaining to a concentration of the Fund's
assets in any such country at such time as the 25% level is exceeded.

PRIVATE PLACEMENTS. The Fund may invest up to 10% 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 Directors 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.

CONVERTIBLE SECURITIES. The Fund may invest in fixed-income securities
which are convertible into common stock. Convertible securities rank senior to
common stocks in a corporation's capital structure and, therefore, entail less
risk than the corporation's common stock. The value of a convertible security is
a function of its "investment value" (its value as if it did not have a
conversion privilege), and its "conversion value" (the security's worth if it
were to be exchanged for the underlying security, at market value, pursuant to
its conversion privilege).

To the extent that a convertible security's investment value is greater than
its conversion value, its price will be primarily a reflection of such
investment value and its price will be likely to increase when interest rates
fall and decrease when interest rates rise, as with a fixed-income security (the
credit standing of the issuer and other factors may also have an effect on the
convertible security's value). If the conversion value exceeds the investment
value, the price of the convertible security will rise above its investment
value and, in addition, will sell at some premium over its conversion value.
(This premium represents the price investors are willing to pay for the
privilege of purchasing a fixed-income security with a possibility of capital
appreciation due to the conversion privilege.) At such times the price of the
convertible security will tend to fluctuate directly with the price of the
underlying equity security. Convertible securities may be purchased by the Fund
at varying price levels above their investment values and/or their conversion
values in keeping with the Fund's objectives.

WARRANTS. The Fund may acquire warrants, including warrants which are
attached to fixed-income securities purchased for its portfolio, and hold such
warrants until the Investment Manager and/or the Sub-Advisor determines it is
prudent to sell. Warrants are, in effect, an option to purchase equity
securities at a specific price, generally valid for a specific period of time,
and have no voting rights, pay no dividends and have no rights with respect to
the corporations issuing them.

10
<PAGE>
U.S. GOVERNMENT SECURITIES. Securities issued by the U.S. Government, its
agencies or instrumentalities in which the Fund may invest include:

(1) U.S. Treasury bills (maturities of one year or less), U.S. Treasury
notes (maturities of one to ten years) and U.S. Treasury bonds (generally
maturities of greater than ten years), all of which are direct obligations
of the U.S. Government and, as such, are backed by the "full faith and
credit" of the United States.

(2) Securities issued by agencies and instrumentalities of the U.S.
Government which are backed by the full faith and credit of the United
States. Among the agencies and instrumentalities issuing such obligations
are the Federal Housing Administration, the Government National Mortgage
Association ("GNMA"), the Department of Housing and Urban Development, the
Export-Import Bank, the Farmers Home Administration, the General Services
Administration, the Maritime Administration and the Small Business
Administration. The maturities of such obligations range from three months
to 30 years.

Neither the value nor the yield of the U.S. Government securities which may
be invested in by the Fund are guaranteed by the U.S. Government. Such values
and yield will fluctuate with changes in prevailing interest rates and other
factors. Generally, as prevailing interest rates rise, the value of any U.S.
Government securities held by the Fund will fall. Such securities with longer
maturities generally tend to produce higher yields and are subject to greater
market fluctuation as a result of changes in interest rates than debt securities
with shorter maturities.

ZERO COUPON TREASURY SECURITIES. A portion of the U.S. Government
securities purchased by the Fund may be "zero coupon" Treasury securities. These
are U.S. Treasury bills, notes and bonds which have been stripped of their
unmatured interest coupons and receipts or which are certificates representing
interests in such stripped debt obligations and coupons. Such securities are
purchased at a discount from their face amount, giving the purchaser the right
to receive their full value at maturity. A zero coupon security pays no interest
to its holder during its life. Its value to an investor consists of the
difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price). The Fund intends
to invest in such zero coupon treasury securities as STRIPS, Treasury Receipts,
Physical Coupons, and Proprietary Receipts. However, the Fund does not intend,
during its current fiscal year, to invest in such securities in amounts
totalling more than 5% of its total assets.

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 if
prevailing interest rates rise. For this reason, zero coupon securities are
subject to substantially greater market price fluctuations during periods of
changing prevailing interest rates than are comparable debt securities which
make current distributions of interest. 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. As a
result, the Fund may be forced to liquidate portfolio securities at a time which
may be disadvantageous to the Fund, in order to have sufficient cash to make
requisite distributions.

Currently the only U.S. Treasury security issued without coupons is the
Treasury bill. However, in the last few years a number of banks and brokerage
firms have separated ("stripped") the principal portions from the coupon
portions of the U.S. Treasury bonds and notes and sold them separately in the
form of receipts or certificates representing undivided interests in these
instruments (which instruments are generally held by a bank in a custodial or
trust account).

11
<PAGE>
As stated in the Prospectus, the money market instruments which the Fund may
purchase include U.S. Government securities, bank obligations, Eurodollar
certificates of deposit, obligations of savings institutions, fully insured
certificates of deposit and commercial paper. Such securities are limited to:

U.S. GOVERNMENT SECURITIES. Obligations issued or guaranteed as to
principal and interest by the United States or its agencies (such as the
Export-Import Bank of the United States, Federal Housing Administration and
Government National Mortgage Association) or its instrumentalities (such as the
Federal Home Loan Bank), including Treasury bills, notes and bonds;

BANK OBLIGATIONS. Obligations (including certificates of deposit and
bankers' acceptances) of banks subject to regulation by the U.S. Government and
having total assets of $1,000,000,000 or more, and instruments secured by such
obligations, not including obligations of foreign branches of domestic banks
except to the extent below;

EURODOLLAR CERTIFICATES OF DEPOSIT. Eurodollar certificates of deposit
issued by foreign branches of domestic banks having total assets of
$1,000,000,000 or more;

OBLIGATIONS OF SAVINGS INSTITUTIONS. Certificates of deposit of savings
banks and savings and loan associations, having total assets of $1,000,000,000
or more;

FULLY INSURED CERTIFICATES OF DEPOSIT. Certificates of deposit of banks and
savings institutions, having total assets of less than $1,000,000,000, if the
principal amount of the obligation is insured by the Federal Deposit Insurance
Corporation, limited to $100,000 principal amount per certificate and to 10% or
less of the Fund's total assets in all such obligations and in all illiquid
assets, in the aggregate;

COMMERCIAL PAPER. Commercial paper rated within the two highest grades by
S&P or the highest grade by Moody's or, if not rated, issued by a company having
an outstanding debt issue rated at least AA by S&P or Aa by Moody's.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

As discussed in the Prospectus, the Fund may enter into forward foreign
currency exchange contracts ("forward contracts") as a hedge against
fluctuations in future foreign exchange rates. The Fund will conduct its foreign
currency exchange transactions either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency exchange market, or through entering
into forward contracts to purchase or sell foreign currencies. A 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 are traded in the interbank market conducted directly between currency
traders (usually large, commercial and investment banks) and their customers.
Such forward contracts will only be entered into with United States banks and
their foreign branches or foreign banks whose assets total $1 billion or more. A
forward contract generally has no deposit requirement, and no commissions are
charged at any stage for trades.

When management of the Fund believes that the currency of a particular
foreign country may suffer a substantial movement against the U.S. dollar, it
may enter into a forward contract to purchase or sell, for a fixed amount of
dollars or other currency, the amount of foreign currency approximating the
value of some or all of the Fund's portfolio securities denominated in such
foreign currency. The Fund will also not enter into such forward contracts or
maintain a net exposure to such contracts where the consummation of the
contracts would obligate the Fund to deliver an amount of foreign currency in
excess of the value of the Fund's portfolio securities or other assets
denominated in that currency. Under normal circumstances, consideration of the
prospect for currency parities will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies.
However, the management of the Fund believes that it is important to have the
flexibility to enter into such forward contracts when it determines that the
best interests of the Fund will be served. The Fund's custodian bank will place
cash, U.S. Government securities or other appropriate liquid high grade debt
securities in a segregated account of the Fund in an amount equal to the value
of the Fund's total assets committed to

12
<PAGE>
the consummation of forward contracts entered into under the circumstances set
forth above. If the value of the securities placed in the segregated account
declines, additional cash or securities will be placed in the account on a daily
basis so that the value of the account will equal the amount of the Fund's
commitments with respect to such contracts.

Where, for example, the Fund is hedging a portfolio position consisting of
foreign fixed-income securities denominated in a foreign currency against
adverse exchange rate moves vis-a-vis the U.S. dollar, at the maturity of the
forward contract for delivery by the Fund of a foreign currency, the Fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate its contractual obligation to deliver
the foreign currency by purchasing an "offsetting" contract with the same
currency trader obligating it to purchase, on the same maturity date, the same
amount of the foreign currency (however, the ability of the Fund to terminate a
contract is contingent upon the willingness of the currency trader with whom the
contract has been entered into to permit an offsetting transaction). It is
impossible to forecast the market value of portfolio securities at the
expiration of the contract. Accordingly, it may be necessary for the Fund to
purchase additional foreign currency on the spot market (and bear the expense of
such purchase) if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver and if a decision is made to
sell the security and make delivery of the foreign currency. Conversely, it may
be necessary to sell on the spot market some of the foreign currency received
upon the sale of the portfolio securities if its market value exceeds the amount
of foreign currency the Fund is obligated to deliver.

If the Fund retains the portfolio securities and engages in an offsetting
transaction, the Fund will incur a gain or loss to the extent that there has
been movement in spot or forward contract prices. If the Fund engages in an
offsetting transaction, it may subsequently enter into a new forward contract to
sell the foreign currency. Should forward prices decline during the period
between the Fund's entering into a forward contract for the sale of a foreign
currency and the date it enters into an offsetting contract for the purchase of
the foreign currency, the Fund will realize a gain to the extent the price of
the currency it has agreed to sell exceeds the price of the currency it has
agreed to purchase. Should forward prices increase, the Fund will suffer a loss
to the extent the price of the currency it has agreed to purchase exceeds the
price of the currency it has agreed to sell.

If the Fund purchases a fixed-income security which is denominated in U.S.
dollars but which will pay out its principal based upon a formula tied to the
exchange rate between the U.S. dollar and a foreign currency, it may hedge
against a decline in the principal value of the security by entering into a
forward contract to sell an amount of the relevant foreign currency equal to
some or all of the principal value of the security.

At times when the Fund has written a call option on a fixed-income security
or the currency in which it is denominated, it may wish to enter into a forward
contract to purchase or sell the foreign currency in which the security is
denominated. A forward contract would, for example, hedge the risk of the
security on which a call option has been written declining in value to a greater
extent than the value of the premium received for the option. The Fund will
maintain with its Custodian at all times, cash, U.S. Government securities, or
other appropriate high grade debt obligations in a segregated account equal in
value to all forward contract obligations and option contract obligations
entered into in hedge situations such as this.

Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. It will, however, do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers do
not charge a fee for conversion, they do realize a profit based on the spread
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.

13
<PAGE>
OPTIONS AND FUTURES TRANSACTIONS

As discussed in the Prospectus, the Fund may write covered call options
against securities held in its portfolio and purchase options of the same series
to effect closing transactions, and may hedge against potential changes in the
market value of its investments (or anticipated investments) by purchasing put
and call options on portfolio (or eligible portfolio) securities (and the
currencies in which they are denominated) and engaging in transactions involving
futures contracts and options on such contracts.

Call and put options on U.S. Treasury notes, bonds and bills and on various
foreign currencies are listed on several U.S. and foreign securities exchanges
and are written in over-the-counter transactions ("OTC Options"). Listed options
are issued or guaranteed by the exchange on which they trade or by a clearing
corporation such as the Options Clearing Corporation ("OCC"). Ownership of a
listed call option gives the Fund the right to buy from the OCC (in the U.S.) or
other clearing corporation or exchange, the underlying security or currency
covered by the option at the stated exercise price (the price per unit of the
underlying security or currency) by filing an exercise notice prior to the
expiration date of the option. The writer (seller) of the option would then have
the obligation to sell, to the OCC (in the U.S.) or other clearing corporation
or exchange, the underlying security or currency at that exercise price prior to
the expiration date of the option, regardless of its then current market price.
Ownership of a listed put option would give the Fund the right to sell the
underlying security or currency to the OCC (in the U.S.) or other clearing
corporation or exchange at the stated exercise price. Upon notice of exercise of
the put option, the writer of the option would have the obligation to purchase
the underlying security or currency from the OCC (in the U.S.) or other clearing
corporation or exchange at the exercise price.

OPTIONS ON FOREIGN CURRENCIES. The Fund may purchase and write options on
foreign currencies for purposes similar to those involved with investing in
forward foreign currency exchange contracts. For example, in order to protect
against declines in the dollar value of portfolio securities which are
denominated in a foreign currency, the Fund may purchase put options on an
amount of such foreign currency equivalent to the current value of the portfolio
securities involved. As a result, the Fund would be enabled to sell the foreign
currency for a fixed amount of U.S. dollars, thereby "locking in" the dollar
value of the portfolio securities (less the amount of the premiums paid for the
options). Conversely, the Fund may purchase call options on foreign currencies
in which securities it anticipates purchasing are denominated to secure a set
U.S. dollar price for such securities and protect against a decline in the value
of the U.S. dollar against such foreign currency. The Fund may also purchase
call and put options to close out written option positions.

The Fund may also write call options on foreign currency to protect against
potential declines in its portfolio securities which are denominated in foreign
currencies. If the U.S. dollar value of the portfolio securities falls as a
result of a decline in the exchange rate between the foreign currency in which
it is denominated and the U.S. dollar, then a loss to the Fund occasioned by
such value decline would be ameliorated by receipt of the premium on the option
sold. At the same time, however, the Fund gives up the benefit of any rise in
value of the relevant portfolio securities above the exercise price of the
option and, in fact, only receives a benefit from the writing of the option to
the extent that the value of the portfolio securities falls below the price of
the premium received. The Fund may also write options to close out long call
option positions.

The markets in foreign currency options are relatively new and the Fund's
ability to establish and close out positions on such options is subject to the
maintenance of a liquid secondary market. While in the opinion of the management
of the Fund, the market for such options has developed sufficiently to ensure
that the risks in connection with such options are not greater than the risks in
connection with the underlying currency, there can be no assurance that a liquid
secondary market will exist for a particular option at any specific time. In
addition, options on foreign currencies are affected by all of those factors
which influence foreign exchange rates and investments generally.

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The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and have no relationship to the investment merits of a foreign security,
including foreign securities held in a "hedged" investment portfolio. Because
foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information available is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(i.e., less than $1 million) where rates may be less favorable. The interbank
market in foreign currencies is a global, around-the-clock market. To the extent
that the U.S. options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that are not reflected in the options market.

OTC OPTIONS. Exchange-listed options are issued by the OCC (in the U.S.) or
other clearing corporation or exchange which assures that all transactions in
such options are properly executed. OTC options are purchased from or sold
(written) to dealers or financial institutions which have entered into direct
agreements with the Fund. With OTC options, such variables as expiration date,
exercise price and premium will be agreed upon between the Fund and the
transacting dealer, without the intermediation of a third party such as the OCC.
If the transacting dealer fails to make or take delivery of the securities or
amount of foreign currency underlying an option it has written, in accordance
with the terms of the option, the Fund would lose the premium paid for the
option as well as any anticipated benefit of the transaction. The Fund will
engage in OTC option transactions only with member banks of the Federal Reserve
System or primary dealers in U.S. Government securities or with affiliates of
such banks or dealers which have capital of at least $50 million or whose
obligations are guaranteed by an entity having capital of at least $50 million.

COVERED CALL WRITING. As stated in the Prospectus, the Fund is permitted to
write covered call options on portfolio securities and on the U.S. Dollar and
foreign currencies, without limit, in order to aid in achieving its investment
objectives. Generally, a call option is "covered" if the Fund owns, or has the
right to acquire, without additional cash consideration (or for additional cash
consideration held for the Fund by its Custodian in a segregated account) the
underlying security (currency) subject to the option except that in the case of
call options on U.S. Treasury Bills, the Fund might own U.S. Treasury Bills of a
different series from those underlying the call option, but with a principal
amount and value corresponding to the exercise price and a maturity date no
later than that of the security (currency) deliverable under the call option. A
call option is also covered if the Fund holds a call on the same security as the
underlying security (currency) of the written option, where the exercise price
of the call used for coverage is equal to or less than the exercise price of the
call written or greater than the exercise price of the call written if the mark
to market difference is maintained by the Fund in cash, U.S. Government
securities or other high grade debt obligations which the Fund holds in a
segregated account maintained with its Custodian.

The Fund will receive from the purchaser, in return for a call it has
written, a "premium"; i.e., the price of the option. Receipt of these premiums
may better enable the Fund to earn a higher level of current income than it
would earn from holding the underlying securities (currencies) alone. Moreover,
the premium received will offset a portion of the potential loss incurred by the
Fund if the securities (currencies) underlying the option are ultimately sold
(exchanged) by the Fund at a loss. Furthermore, a premium received on a call
written or a foreign currency will ameliorate any potential loss of value on the
portfolio security due to a decline in the value of the currency. The premium
received will fluctuate with varying economic market conditions. If the market
value of the portfolio securities (or the currencies in

15
<PAGE>
which they are denominated) upon which call options have been written increases,
the Fund may receive a lower total return from the portion of its portfolio upon
which calls have been written than it would have had such calls not been
written.

As regards listed options and certain OTC options, during the option period,
the Fund may be required, at any time, to deliver the underlying security
(currency) against payment of the exercise price on any calls it has written
(exercise of certain listed and OTC options may be limited to specific
expiration dates). This obligation is terminated upon the expiration of the
option period or at such earlier time when the writer effects a closing purchase
transaction. A closing purchase transaction is accomplished by purchasing an
option of the same series as the option previously written. However, once the
Fund has been assigned an exercise notice, the Fund will be unable to effect a
closing purchase transaction.

Closing purchase transactions are ordinarily effected to realize a profit on
an outstanding call option, to prevent an underlying security (currency) from
being called, to permit the sale of an underlying security (or the exchange of
the underlying currency) or to enable the Fund to write another call option on
the underlying security (currency) with either a different exercise price or
expiration date or both. The Fund may realize a net gain or loss from a closing
purchase transaction depending upon whether the amount of the premium received
on the call option is more or less than the cost of effecting the closing
purchase transaction. Any loss incurred in a closing purchase transaction may be
wholly or partially offset by unrealized appreciation in the market value of the
underlying security (currency). Conversely, a gain resulting from a closing
purchase transaction could be offset in whole or in part or exceeded by a
decline in the market value of the underlying security (currency).

If a call option expires unexercised, the Fund realizes a gain in the amount
of the premium on the option less the commission paid. Such a gain, however, may
be offset by depreciation in the market value of the underlying security
(currency) during the option period. If a call option is exercised, the Fund
realizes a gain or loss from the sale of the underlying security (currency)
equal to the difference between the purchase price of the underlying security
(currency) and the proceeds of the sale of the security (currency) plus the
premium received on the option less the commission paid.

Options written by the Fund will normally have expiration dates of up to
eighteen months from the date written. The exercise price of a call option may
be below, equal to or above the current market value of the underlying security
at the time the option is written. See "Risks of Options and Futures
Transactions," below.

PURCHASING CALL AND PUT OPTIONS. As stated in the Prospectus, the Fund may
purchase listed and OTC call and put options in amounts equalling up to 5% of
its total assets. The Fund may purchase a call option in order to close out a
covered call position (see "Covered Call Writing" above), to protect against an
increase in price of a security it anticipates purchasing or, in the case of a
call option on foreign currency, to hedge against an adverse exchange rate move
of the currency in which the security it anticipates purchasing is denominated
vis-a-vis the currency in which the exercise price is denominated. The purchase
of the call option to effect a closing transaction on a call written
over-the-counter may be a listed or an OTC option. In either case, the call
purchased is likely to be on the same securities (currencies) and have the same
terms as the written option. If purchased over-the-counter, the option would
generally be acquired from the dealer or financial institution which purchased
the call written by the Fund.

The Fund may purchase put options on securities and currencies (or related
currencies) which it holds in its portfolio only to protect itself against a
decline in the value of the security. If the value of the underlying security
(currency) were to fall below the exercise price of the put purchased in an
amount greater than the premium paid for the option, the Fund would incur no
additional loss. In addition, the Fund may sell a put option which it has
previously purchased prior to the sale of the securities (currencies) underlying
such option. Such a sale would result in a net gain or loss depending on whether
the amount received on the sale is more or less than the premium and other
transaction costs paid on the put option which is sold. And such gain or loss
could be offset in whole or in part by a change in the market value of the
underlying security (currency). If a put option purchased by the Fund expired
without being sold or exercised, the premium would be lost.

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<PAGE>
RISKS OF OPTIONS TRANSACTIONS. During the option period, the covered call
writer has, in return for the premium on the option, given up the opportunity
for capital appreciation above the exercise price should the market price of the
underlying security (or the value of its denominated currency) increase, but has
retained the risk of loss should the price of the underlying security (or the
value of its denominated currency) decline. The writer has no control over the
time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver or receive the underlying securities at the exercise
price.

Prior to exercise or expiration, an option position can only be terminated
by entering into a closing purchase or sale transaction. If a covered call
option writer is unable to effect a closing purchase transaction or to purchase
an offsetting OTC option, it cannot sell the underlying security until the
option expires or the option is exercised. Accordingly, a covered call option
writer may not be able to sell an underlying security at a time when it might
otherwise be advantageous to do so.

As discussed in the Prospectus, the Fund's ability to close out its position
as a writer of an option is dependent upon the existence of a liquid secondary
market on Option Exchanges. 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. However, the Fund may be able to purchase an offsetting option which
does not close out its position as a writer but constitutes an asset of equal
value to the obligation under the option written. If the Fund is not able to
either enter into a closing purchase transaction or purchase an offsetting
position, it will be required to maintain the securities subject to the call, or
the collateral underlying the put, even though it might not be advantageous to
do so, until a closing transaction can be entered into (or the option is
exercised or expires).

Among the possible reasons for the absence of a liquid secondary market on
an Exchange are: (i) insufficient trading interest in certain options; (ii)
restrictions on transactions imposed by an Exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities; (iv) interruption of the normal
operations on an Exchange; (v) inadequacy of the facilities of an Exchange or
the Options Clearing Corporation ("OCC") to handle current trading volume; or
(vi) a decision by one or more Exchanges to discontinue the trading of options
(or a particular class or series of options), in which event the secondary
market on that Exchange (or in that class or series of options) would cease to
exist, although outstanding options on that Exchange that had been issued by the
OCC as a result of trades on that Exchange would generally continue to be
exercisable in accordance with their terms.

In the event of the bankruptcy of a broker through which the Fund engages in
transactions in options, the Fund could experience delays and/or losses in
liquidating open positions purchased or sold through the broker and/or incur a
loss of all or part of its margin deposits with the broker. Similarly, in the
event of the bankruptcy of the writer of an OTC option purchased by the Fund,
the Fund could experience a loss of all or part of the value of the option.
Transactions are entered into by the Fund only with brokers or financial
institutions deemed creditworthy by the Fund's management.

Each of the Exchanges has established limitations governing the maximum
number of options on the same underlying security or futures contract (whether
or not covered) which may be written by a single investor, whether acting alone
or in concert with others (regardless of whether such options are written on the
same or different Exchanges or are held or written on one or more accounts or
through one or more brokers). An Exchange may order the liquidation of positions
found to be in violation of these limits and it may impose other sanctions or
restrictions. These position limits may restrict the number of listed options
which the Fund may write.

The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the option markets
close before the markets for the underlying securities, significant price and
rate movements can take place in the underlying markets that cannot be reflected
in the option markets.

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<PAGE>
The extent to which the Fund may enter into transactions involving options
may be limited by the Internal Revenue Code's requirements for qualification as
a regulated investment company and the Fund's intention to qualify as such (see
"Dividends, Distributions and Taxes" in the Prospectus).

FUTURES CONTRACTS. As stated in the Prospectus, the Fund may purchase and
sell interest rate, currency, and index futures contracts ("futures contracts"),
that are traded on U.S. and foreign commodity exchanges, on such underlying
securities as U.S. Treasury bonds, notes and bills and/or any foreign government
fixed-income security ("interest rate" futures), on various currencies
("currency futures") and on such indexes of U.S. and foreign securities as may
exist or come into being ("index" futures).

The Fund will purchase or sell interest rate futures contracts for the
purpose of hedging some or all of the value of its portfolio securities (or
anticipated portfolio securities) against changes in prevailing interest rates.
If it is anticipated that interest rates may rise and, concomitantly, the price
of certain of its portfolio securities fall, the Fund may sell an interest rate
futures contract. If declining interest rates are anticipated, the Fund may
purchase an interest rate futures contract to protect against a potential
increase in the price of securities the Fund intends to purchase. Subsequently,
appropriate securities may be purchased by the Fund in an orderly fashion; as
securities are purchased, corresponding futures positions would be terminated by
offsetting sales of contracts.

The Fund will purchase or sell index futures contracts for the purpose of
hedging some or all of its portfolio (or anticipated portfolio) securities
against changes in their prices. If it is anticipated that the prices of
securities held by the Fund may fall, the Fund may sell an index futures
contract. Conversely, if the Fund wishes to hedge against anticipated price
rises in those securities which the Fund intends to purchase, the Fund may
purchase an index futures contract.

The Fund will purchase or sell currency futures on currencies in which its
portfolio securities (or anticipated portfolio securities) are denominated for
the purposes of hedging against anticipated changes in currency exchange
rates.The Fund will enter into currency futures contracts for the same reasons
as set forth above for entering into forward foreign currency contracts; namely,
to "lock-in" the value of a security purchased or sold in a given currency
vis-a-vis a different currency or to hedge against an adverse currency exchange
rate movement of a portfolio security's (or anticipated portfolio security's)
denominated currency vis-a-vis a different currency.

In addition to the above, interest rate, index and currency futures will be
bought or sold in order to close out a short or long position maintained by the
Fund in a corresponding futures contract.

Although most interest rate futures contracts call for actual delivery or
acceptance of securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. A futures contract
sale is closed out by effecting a futures contract purchase for the same
aggregate amount of the specific type of security (currency) and the same
delivery date. If the sale price exceeds the offsetting purchase price, the
seller would be paid the difference and would realize a gain. If the offsetting
purchase price exceeds the sale price, the seller would pay the difference and
would realize a loss. Similarly, a futures contract purchase is closed out by
effecting a futures contract sale for the same aggregate amount of the specific
type of security (currency) and the same delivery date. If the offsetting sale
price exceeds the purchase price, the purchaser would realize a gain, whereas if
the purchase price exceeds the offsetting sale price, the purchaser would
realize a loss. There is no assurance that the Fund will be able to enter into a
closing transaction.

INTEREST RATE FUTURES CONTRACTS. When the Fund enters into an interest rate
futures contract, it is initially required to deposit with the Fund's Custodian,
in a segregated account in the name of the broker performing the transaction, an
"initial margin" of cash or U.S. Government securities or other high grade
short-term obligations equal to approximately 2% of the contract amount. Initial
margin requirements are established by the Exchanges on which futures contracts
trade and may, from time to time, change. In addition, brokers may establish
margin deposit requirements in excess of those required by the Exchanges.

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<PAGE>
Initial margin in futures transactions is different from margin in
securities transactions in that initial margin does not involve the borrowing of
funds by a brokers' client but is, rather, a good faith deposit on the futures
contract which will be returned to the Fund upon the proper termination of the
futures contract. The margin deposits made are marked to market daily and the
Fund may be required to make subsequent deposits of cash or U.S. Government
securities called "variation margin", with the Fund's futures contract clearing
broker, which are reflective of price fluctuations in the futures contract.
Currently, interest rate futures contracts can be purchased on debt securities
such as U.S. Treasury Bills and Bonds, U.S. Treasury Notes with Maturities
between 6 1/2 and 10 years, GNMA Certificates and Bank Certificates of Deposit.

CURRENCY FUTURES. Generally, foreign currency futures provide for the
delivery of a specified amount of a given currency, on the exercise date, for a
set exercise price denominated in U.S. dollars or other currency. Foreign
currency futures contracts would be entered into for the same reason and under
the same circumstances as forward foreign currency exchange contracts. The
Investment Manager will assess such factors as cost spreads, liquidity and
transaction costs in determining whether to utilize futures contracts or forward
contracts its in foreign currency transactions and hedging strategy. Currently,
currency futures exist for, among other foreign currencies, the Japanese yen,
German mark, Canadian dollar, British pound, Swiss franc and European currency
unit.

Purchasers and sellers of foreign currency futures contracts are subject to
the same risks that apply to the buying and selling of futures generally. In
addition, there are risks associated with foreign currency futures contracts and
their use as a hedging device similar to those associated with options on
foreign currencies described above. Further, settlement of a foreign currency
futures contract must occur within the country issuing the underlying currency.
Thus, the Fund must accept or make delivery of the underlying foreign currency
in accordance with any U.S. or foreign restrictions or regulations regarding the
maintenance of foreign banking arrangements by U.S. residents and may be
required to pay any fees, taxes or charges associated with such delivery which
are assessed in the issuing country.

Options on foreign currency futures contracts may involve certain additional
risks. Trading options on foreign currency futures contracts is relatively new.
The ability to establish and close out positions on such options is subject to
the maintenance of a liquid secondary market. To reduce this risk, the Fund will
not purchase or write options on foreign currency futures contracts unless and
until, in the Investment Manager's opinion, the market for such options has
developed sufficiently that the risks in connection with such options are not
greater than the risks in connection with transactions in the underlying foreign
currency futures contracts.

INDEX FUTURES CONTRACTS. As discussed in the Prospectus, the Fund may
invest in index futures contracts. An index futures contract sale creates an
obligation by the Fund, as seller, to deliver cash at a specified future time.
An index futures contract purchase would create an obligation by the Fund, as
purchaser, to take delivery of cash at a specified future time. Futures
contracts on indexes do not require the physical delivery of securities, but
provide for a final cash settlement on the expiration date which reflects
accumulated profits and losses credited or debited to each party's account.

The Fund is required to maintain margin deposits with brokerage firms
through which it effects index futures contracts in a manner similar to that
described above for interest rate futures contracts. Currently, the initial
margin requirements range from 3% to 10% of the contract amount for index
futures. In addition, due to current industry practice, daily variations in
gains and losses on open contracts are required to be reflected in cash in the
form of variation margin payments. The Fund may be required to make additional
margin payments during the term of the contract.

At any time prior to expiration of the futures contract, the Fund may elect
to close the position by taking an opposite position which will operate to
terminate the Fund's position in the futures contract. A final determination of
variation margin is then made, additional cash is required to be paid by or
released to the Fund and the Fund realizes a loss or gain.

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<PAGE>
OPTIONS ON FUTURES CONTRACTS. The Fund may 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. An option on a futures contract gives the purchaser the right (in
return for the premium paid) to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the term of the option. Upon
exercise of the option, the delivery of the futures position by the writer of
the option to the holder of the option is accompanied by delivery of the
accumulated balance in the writer's futures margin account, which represents the
amount by which the market price of the futures contract at the time of exercise
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option on the futures contract.

The writer of an option on a futures contract is required to deposit initial
and variation margin pursuant to requirements similar to those applicable to
futures contracts. Premiums received from the writing of an option on a futures
contract are included in initial margin deposits.

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
(purchase of a call option or sale of a put option) and the sale of a futures
contract (purchase of a put option or sale of a call option), or to close out a
long or short position in futures contracts. If, for example, the Fund's
management wished to protect against an increase in interest rates and the
resulting negative impact on the value of a portion of its fixed-income
portfolio, the Fund might write a call option on an interest rate futures
contract, the underlying security of which correlates with the portion of the
portfolio the Fund seeks to hedge. Any premiums received in the writing of
options on futures contracts may, of course, provide a further hedge against
losses resulting from price declines in portions of the Fund portfolio.

LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS ON FUTURES. The Fund may not
enter into futures contracts or purchase 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. In addition, in accordance with the
regulations of the Commodity Futures Trading Commission ("CFTC") under which the
Fund is exempted from registration as a commodity pool operator, the Fund may
only enter into futures contracts and options on futures contracts transactions
for purposes of hedging a part or all of its portfolio. If the CFTC changes its
regulations so that the Fund would be permitted to write options on futures
contracts for purposes other than hedging the Fund's investments without CFTC
registration, the Fund may engage in such transactions for those purposes.
Except as described above, there are no other limitations on the use of futures
and options thereon by the Fund.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS. As stated
in the Prospectus, the Fund may sell a futures contract to protect against the
decline in the value of securities (or the currency in which they are
denominated) held by the Fund. However, it is possible that the futures market
may advance and the value of securities (or the currency in which they are
denominated) held in the portfolio of the Fund may decline. If this occurred,
the Fund would lose money on the futures contract and also experience a decline
in value of its portfolio securities. However, while this could occur for a very
brief period or to a very small degree, over time the value of a diversified
portfolio will tend to move in the same direction as the futures contracts.

If the Fund purchases a futures contract to hedge against the increase in
value of securities it intends to buy (or the currency in which they are
denominated), and the value of such securities (currencies) decreases, then the
Fund may determine not to invest in the securities as planned and will realize a
loss on the futures contract that is not offset by a reduction in the price of
the securities.

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<PAGE>
If the Fund has sold a call option on a futures contract, it will cover this
position by holding, in a segregated account maintained at its Custodian, cash,
U.S. Government securities or other high grade debt obligations equal in value
(when added to any initial or variation margin on deposit) to the market value
of the securities (currencies) underlying the futures contract or the exercise
price of the option. Such a position may also be covered by owning the
securities (currencies) underlying the futures contract, or by holding a call
option permitting the Fund to purchase the same contract at a price no higher
than the price at which the short position was established.

In addition, if the Fund holds a long position in a futures contract it will
hold cash, U.S. Government securities or other high grade debt obligations equal
to the purchase price of the contract (less the amount of initial or variation
margin on deposit) in a segregated account maintained for the Fund by its
Custodian. Alternatively, the Fund could cover its long position by purchasing a
put option on the same futures contract with an exercise price as high or higher
than the price of the contract held by the Fund.

Exchanges limit the amount by which the price of a futures contract 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. In the event of adverse price movements, the Fund would continue to
be required to make daily cash payments of variation margin on open futures
positions. In such situations, if the Fund has insufficient cash, it may have to
sell portfolio securities to meet daily variation margin requirements at a time
when it may be disadvantageous to do so. In addition, the Fund may be required
to take or make delivery of the instruments underlying interest rate futures
contracts it holds at a time when it is disadvantageous to do so. The inability
to close out options and futures positions could also have an adverse impact on
the Fund's ability to effectively hedge its portfolio.

Futures contracts and options thereon which are purchased or sold on foreign
commodities exchanges may have greater price volatility than their U.S.
counterparts. Furthermore, foreign commodities exchanges may be less regulated
and under less governmental scrutiny than U.S. exchanges. Brokerage commissions,
clearing costs and other transaction costs may be higher on foreign exchanges.
Greater margin requirements may limit the Fund's ability to enter into certain
commodity transactions on foreign exchanges. Moreover, differences in clearance
and delivery requirements on foreign exchanges may occasion delays in the
settlement of the Fund's transactions effected on foreign exchanges.

In the event of the bankruptcy of a broker through which the Fund engages in
transactions in futures or options thereon, the Fund could experience delays
and/or losses in liquidating open positions purchased or sold through the broker
and/or incur a loss of all or part of its margin deposits with the broker.
Similarly, in the event of the bankruptcy of the writer of an OTC option
purchased by the Fund, the Fund could experience a loss of all or part of the
value of the option. Transactions are entered into by the Fund only with brokers
or financial institutions deemed creditworthy by the Investment Manager.

While the futures contracts and options transactions to be engaged in by the
Fund for the purpose of hedging the Fund's portfolio securities are not
speculative in nature, there are risks inherent in the use of such instruments.
One such risk which may arise in employing futures contracts to protect against
the price volatility of portfolio securities (and the currencies in which they
are denominated) is that the prices of securities and indexes subject to futures
contracts (and thereby the futures contract prices) may correlate imperfectly
with the behavior of the cash prices of the Fund's portfolio securities (and the
currencies in which they are denominated). Another such risk is that prices of
interest rate futures contracts may not move in tandem with the changes in
prevailing interest rates against which the Fund seeks a hedge. 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.

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<PAGE>
As stated in the Prospectus, there may exist an imperfect correlation
between the price movements of futures contracts purchased by the Fund and the
movements in the prices of the securities (currencies) which are the subject of
the hedge. If participants in the futures market elect to close out their
contracts through offsetting transactions rather than meet margin deposit
requirements, distortions in the normal relationship between the debt securities
or currency markets and futures markets could result. Price distortions could
also result if investors in futures contracts opt to make or take delivery of
underlying securities rather than engage in closing transactions due to the
resultant reduction in the liquidity of the futures market. In addition, due to
the fact that, from the point of view of speculators, the deposit requirements
in the futures markets are less onerous than margin requirements in the cash
market, increased participation by speculators in the futures market could cause
temporary price distortions. Due to the possibility of price distortions in the
futures market and because of the imperfect correlation between movements in the
prices of securities and movements in the prices of futures contracts, a correct
forecast of interest rate trends may still not result in a successful hedging
transaction.

As stated in the Prospectus, there is no assurance that a liquid secondary
market will exist for futures contracts and related options in which the Fund
may invest. In the event a liquid market does not exist, it may not be possible
to close out a futures position, and in the event of adverse price movements,
the Fund would continue to be required to make daily cash payments of variation
margin. In addition, limitations imposed by an exchange or board of trade on
which futures contracts are traded may compel or prevent the Fund from closing
out a contract which may result in reduced gain or increased loss to the Fund.
The absence of a liquid market in futures contracts might cause the Fund to make
or take delivery of the underlying securities (currencies) at a time when it may
be disadvantageous to do so.

The extent to which the Fund may enter into transactions involving futures
contracts and options thereon may be limited by the Internal Revenue Code's
requirements for qualification as a regulated investment company and the Fund's
intention to qualify as such (see "Dividends, Distributions and Taxes" in the
Prospectus).

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 the purchase of a
call or put option on a futures contract would result in a loss to the Fund
notwithstanding that the purchase or sale of a futures contract would not result
in a loss, as in the instance where there is no movement in the prices of the
futures contract or underlying securities (currencies).

OTHER INVESTMENT POLICIES

REPURCHASE AGREEMENTS. When cash may be available for only a few days, it
may be invested by the Fund in repurchase agreements until such time as it may
otherwise be invested or used for payments of obligations of the Fund. A
repurchase agreement may be viewed as a type of secured lending by the Fund
which typically involves the acquisition by the Fund of government 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 ("collateral") at a specified price and at a fixed time in
the future, usually not more than seven days from the date of purchase. The
collateral will be maintained in a segregated account and will be
marked-to-market daily to determine that the full value of the collateral, as
specified in the agreement, is always at least equal to the purchase price plus
accrued interest. If required, additional collateral will be requested from the
counterparty and when received, added to the account to maintain full
collateralization. In the event the original seller defaults on its obligations
to repurchase, as a result of its bankruptcy or otherwise, the Fund will seek to
sell the collateral, which action could involve costs or delays. In such case,
the Fund's ability to dispose of the collateral to recover its investment may be
restricted or delayed.

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<PAGE>
The Fund will accrue interest from the institution until the time when the
repurchase is to occur. Although such date is deemed by the Fund to be the
maturity date of a repurchase agreement, the maturities of securities subject to
repurchase agreements are not subject to any limits and may exceed one year.

While repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Fund follows procedures designed to minimize
such risks. Repurchase agreements will be transacted only with large,
well-capitalized and well-established financial institutions whose financial
condition will be continuously monitored by the management of the Fund subject
to procedures established by the Directors. The procedures also require that the
collateral underlying the agreement be specified. The Fund does not presently
intend to enter into repurchase agreements so that more than 5% of the Fund's
net assets are subject to such agreements.

REVERSE REPURCHASE AGREEMENTS. The Fund may also use reverse repurchase
agreements for purposes of meeting redemptions or as part of its investment
strategy. Reverse repurchase agreements involve sales by the Fund of portfolio
assets concurrently with an agreement by the Fund to repurchase the same assets
at a later date at a fixed price. Generally, the effect of such a transaction is
that the Fund can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while
it will be able to keep the interest income associated with those portfolio
securities. Such transactions are only advantageous if the interest cost to the
Fund of the reverse repurchase transaction is less than the cost of obtaining
the cash otherwise. Opportunities to achieve this advantage may not always be
available, and the Fund intends to use the reverse repurchase technique only
when it will be to its advantage to do so. The Fund will establish a segregated
account with its custodian bank in which it will maintain cash, U.S. Government
securities or other appropriate liquid high grade obligations equal in value to
its obligations in respect of reverse repurchase agreements. Reverse repurchase
agreements are considered borrowings by the Fund and, in accordance with legal
requirements, the Fund will maintain an asset coverage (including the proceeds)
of at least 300% with respect to all reverse repurchase agreements. Reverse
repurchase agreements may not exceed 10% of the Fund's total assets. The Fund
will make no purchases of portfolio securities while it is still subject to a
reverse repurchase agreement. The Fund has not to date entered into any reverse
repurchase agreements and presently has no intention of entering reverse
repurchase agreements during the coming year.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS. As
discussed in the Prospectus, from time to time, in the ordinary course of
business, the Fund may purchase securities on a when-issued or delayed delivery
basis and 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. The securities so purchased are subject to market
fluctuation and no interest accrues to the purchaser during this period. While
the Fund will only purchase securities on a when-issued, delayed delivery or
forward commitment basis with the intention of acquiring the securities, the
Fund may sell the securities before the settlement date, if it is deemed
advisable. At the time the Fund makes the commitment to purchase securities on a
when-issued or delayed delivery basis, the Fund will record the transaction and
thereafter reflect the value, each day, of such security in determining the net
asset value of the Fund. At the time of delivery of the securities, the value
may be more or less than the purchase price. The Fund will also establish a
segregated account with the Fund's custodian bank in which it will continuously
maintain cash or U.S. Government securities or other high grade debt portfolio
securities equal in value to commitments for such when-issued or delayed
delivery securities; subject to this requirement, the Fund may purchase
securities on such basis without limit. An increase in the percentage of the
Fund's assets committed to the purchase of securities on a when-issued or
delayed delivery basis may increase the volatility of the Fund's net asset
value. The Fund's management and the Directors do not believe that the Fund's
net asset value or income will be adversely affected by its purchase of
securities on such basis.

WHEN, AS AND IF ISSUED SECURITIES. As discussed in the Prospectus, the Fund
may purchase securities on a "when, as and if issued" basis under which the
issuance of the security depends upon

23
<PAGE>
the occurrence of a subsequent event, such as approval of a merger, corporate
reorganization, leveraged buyout or debt restructuring. The commitment for the
purchase of any such security will not be recognized in the portfolio of the
Fund until the Investment Manager determines that issuance of the security is
probable. At such time, the Fund will record the transaction and, in determining
its net asset value, will reflect the value of the security daily. At such time,
the Fund will also establish a segregated account with its custodian bank in
which it will continuously maintain cash or U.S. Government securities or other
high grade debt portfolio securities equal in value to recognized commitments
for such securities. Settlement of the trade will occur within five business
days of the occurrence of the subsequent event. The value of the Fund's
commitments to purchase the securities of any one issuer, together with the
value of all securities of such issuer owned by the Fund, may not exceed 5% of
the value of the Fund's total assets at the time the initial commitment to
purchase such securities is made (see "Investment Restrictions"). Subject to the
foregoing restrictions, the Fund may purchase securities on such basis without
limit. 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. The Fund's management and the Directors do
not believe that the net asset value of the Fund will be adversely affected by
its purchase of securities on such basis. The Fund may also sell securities on a
"when, as and if issued" basis provided that the issuance of the security will
result automatically from the exchange or conversion of a security owned by the
Fund at the time of the sale.

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 notice provisions described below), and are at all times
secured by cash or appropriate high-grade debt obligations, which are maintained
in a segregated account pursuant to applicable regulations and that are at least
equal to the market value, determined daily, of the loaned securities. The
advantage of such loans is that the Fund continues to receive the income on the
loaned securities while at the same time earning interest on the cash amounts
deposited as collateral, which will be invested in short-term obligations. The
Fund will not lend its portfolio securities if such loans are not permitted by
the laws or regulations of any state in which its shares are qualified for sale
and will not lend more than 25% of the value of its total assets. A loan may be
terminated by the borrower on one business day's notice, or by the Fund on two
business days' notice. If the borrower fails to deliver the loaned securities
within two days after receipt of notice, the Fund could use the collateral to
replace the securities while holding the borrower liable for any excess of
replacement cost over collateral. As with any extensions of credit, there are
risks of delay in recovery and in some cases even loss of rights in the
collateral should the borrower of the securities fail financially. However,
these loans of portfolio securities will only be made to firms deemed by the
Fund's management to be creditworthy and when the income which can be earned
from such loans justifies the attendant risks. Upon termination of the loan, the
borrower is required to return the securities to the Fund. Any gain or loss in
the market price during the loan period would inure to the Fund. The
creditworthiness of firms to which the Fund lends its portfolio securities will
be monitored on an ongoing basis by the Fund's management pursuant to procedures
adopted and reviewed, on an ongoing basis, by the Board of Directors of the
Fund.

When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loaned securities, to
be delivered within one day after notice, to permit the exercise of such rights
if the matters involved would have a material effect on the Fund's investment in
such loaned securities. The Fund will pay reasonable finder's, administrative
and custodial fees in connection with a loan of its securities. The Fund has
not, to date, lent any of its portfolio securities and it does not presently
intend to lend any of its portfolio securities in the foreseeable future.

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

In addition to the investment restrictions enumerated in the Prospectus, the
investment restrictions listed below have been adopted by the Fund as
fundamental policies, except as otherwise indicated. Under the Act, a
fundamental policy may not be changed without the vote of a majority of the
outstanding

24
<PAGE>
voting securities of the Fund, as defined in the Act. Such a majority is defined
as the lesser of (a) 67% or more of the shares present at a meeting of
shareholders, if the holders of 50% of the outstanding shares of the Fund are
present or represented by proxy or (b) more than 50% of the outstanding shares
of the Fund.

The Fund may not:

1. Purchase or sell real estate or interests therein (including real
estate limited partnerships), although the Fund may purchase securities of
issuers which engage in real estate operations and securities secured by
real estate or interests therein.

2. Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the Fund may
invest in the securities of companies which operate, invest in, or sponsor
such programs.

3. Borrow money (except insofar as to the Fund may be deemed to have
borrowed by entrance into a reverse repurchase agreement up to an amount not
exceeding 10% of the Fund's total assets), 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).

4. Issue senior securities as defined in the Act except insofar as the
Fund may be deemed to have issued a senior security by reason of (a)
entering into any repurchase or reverse repurchase agreement; (b) purchasing
any securities on a when-issued or delayed delivery basis; (c) purchasing or
selling futures contracts, forward foreign exchange contracts or options;
(d) borrowing money in accordance with restrictions described above; or (e)
lending portfolio securities.

5. Make loans of money or securities, except: (a) by the purchase of
publicly distributed debt obligations in which the Fund may invest
consistent with its investment objectives and policies; (b) by investment in
repurchase or reverse repurchase agreements; or (c) by lending its portfolio
securities.

6. Make short sales of securities.

7. Engage in the underwriting of securities, except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933 in disposing
of a portfolio security.

8. Invest for the purpose of exercising control or management of any
other issuer.

9. Purchase or sell commodities or commodities contracts except that
the Fund may purchase or write interest rate, currency and stock and bond
index futures contracts and related options thereon.

10. Pledge its assets or assign or otherwise encumber them except to
secure permitted borrowings. (For the purpose of this restriction,
collateral arrangements with respect to the writing of options and
collateral arrangements with respect to initial or variation margin for
futures are not deemed to be pledges of assets.)

11. Purchase securities on margin (but the Fund may obtain short-term
loans as are necessary for the clearance of transactions). The deposit or
payment by the fund of initial or variation margin in connection with future
contracts or related options thereon is not considered the purchase of a
security on margin.

In addition, as a nonfundamental policy, the Fund will not invest more than
5% of its net assets in warrants, including not more than 2% of such assets in
warrants not listed on either a recognized domestic or foreign exchange.
However, the acquisition of warrants attached to other securities is not subject
to this restriction.

25
<PAGE>
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in values of
portfolio securities or amount of total or net assets will not be considered a
violation of any of the foregoing restrictions.

PORTFOLIO TRANSACTIONS AND BROKERAGE
- --------------------------------------------------------------------------------

Subject to the general supervision of the Fund's Directors, the Investment
Manager and the Sub-Advisor are responsible for decisions to buy and sell
securities of the Fund, the selection of brokers and dealers to effect the
transactions, and the negotiation of brokerage commissions, if any. Purchases
and sales of securities on a stock exchange are effected through brokers who
charge a commission for their services. In the over-the-counter market,
securities are generally traded on a "net" basis with non-affiliated dealers
acting as principal for their own accounts without a stated commission, although
the price of the security usually includes a profit to the dealer. The Fund also
expects that securities will be purchased at times in underwritten offerings
where the price includes a fixed amount of compensation, generally referred to
as the underwriter's concession or discount. In the underwritten offerings,
securities are purchased at a fixed price which includes an amount of
compensation equal to the underwriter's concession. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. The Fund paid $1,854,283, $3,259,103 and
$10,812,577 in brokerage commissions during the fiscal years ended October 31,
1992, 1993 and 1994, respectively.

The Investment Manager and the Sub-Advisor currently serve as investment
advisors to a number of clients, including, in the case of the Investment
Manager, other investment companies, and may in the future act as investment
manager or adviser to others. It is the practice of the Investment Manager and
the Sub-Advisor to cause purchase and sale transactions to be allocated among
the Fund and others whose assets it manages in such manner as it deems
equitable. In making such allocations among the Fund and other client accounts,
the main factors considered are the respective investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment commitments
generally held and the opinions of the persons responsible for managing the
portfolios of the Fund and other client accounts.

The policy of the Fund regarding purchases and sales of securities for its
portfolio is that primary consideration will be given to obtaining the most
favorable prices and efficient executions of transactions. Consistent with this
policy, when securities transactions are effected on a stock exchange, the
Fund's policy is to pay commissions which are considered fair and reasonable
without necessarily determining that the lowest possible commissions are paid in
all circumstances. The Fund believes that a requirement always to seek the
lowest possible commission cost could impede effective portfolio management and
preclude the Fund and the Investment Manager and the Sub-Advisor from obtaining
a high quality of brokerage and research services. In seeking to determine the
reasonableness of brokerage commissions paid in any transaction, the Investment
Manager and the Sub-Advisor rely upon their experience and knowledge regarding
commissions generally charged by various brokers and on its judgment in
evaluating the brokerage and research services received from the broker
effecting the transaction. Such determinations are necessarily subjective and
imprecise, as in most cases an exact dollar value for those services is not
ascertainable.

The Fund anticipates that certain of its transactions involving foreign
securities will be effected on securities exchanges. Fixed commissions on such
transactions are generally higher than negotiated commissions on domestic
transactions. There is also generally less government supervision and regulation
of foreign securities exchanges and brokers than in the United States.

In seeking to implement the Fund's policies, the Investment Manager and the
Sub-Advisor effect transactions with those brokers and dealers who the
Investment Manager and the Sub-Advisor believe provide the most favorable prices
and are capable of providing efficient executions. If the Investment Manager
and/or the Sub-Advisor believe such prices and executions are obtainable from
more than one broker or dealer, they may give consideration to placing portfolio
transactions with those brokers and dealers who also furnish research and other
services to the Fund or the Investment Manager and/or the

26
<PAGE>
Sub-Advisor. Such services may include, but are not limited to, any one or more
of the following: information as to the availability of securities for purchase
or sale; statistical or factual information or opinions pertaining to
investment; wire services; and appraisals or evaluations of portfolio
securities.

The information and services received by the Investment Manager and the
Sub-Advisor from brokers and dealers may be of benefit to the Investment Manager
and the Sub-Advisor in the management of accounts of some of their other clients
and may not in all cases benefit the Fund directly. While the receipt of such
information and services is useful in varying degrees and would generally reduce
the amount of research or services otherwise performed by the Investment Manager
and the Sub-Advisor and thereby reduce their expenses, it is of indeterminable
value and the fees paid to the Investment Manager and the Sub-Advisor are not
reduced by any amount that may be attributable to the value of such services.

Pursuant to an order of the Securities and Exchange Commission, the Fund may
effect principal transactions in certain money market instruments with DWR. The
Fund will limit its transactions with DWR to U.S. Government and Government
Agency Securities, Bank Money Instruments (i.e., Certificates of Deposit and
Bankers' Acceptances) and Commercial Paper. Such transactions will be effected
with DWR only when the price available from DWR is better than that available
from other dealers.

Consistent with the policy described above, brokerage transactions in
securities listed on exchanges or admitted to unlisted trading privileges may be
effected through DWR and/or affiliated broker-dealers of the Sub-Advisor--Morgan
Grenfell Asia and Partners Securities Pte. Limited, Deutsche Bank A.G., Deutsche
Bank Capital Markets Ltd. and C.J. Lawrence, Morgan Grenfell Inc. In order for
these broker-dealers to effect any portfolio transactions for the Fund, the
commissions, fees or other remuneration received by them must be reasonable and
fair compared to the commissions, fees or other remuneration paid to other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on an exchange during a comparable period of time. This
standard would allow them to receive no more than the remuneration which would
be expected to be received by an unaffiliated broker in a commensurate
arm's-length transaction. Furthermore, the Directors of the Fund, including a
majority of the Directors who are not "interested" persons of the Fund, as
defined in the Act, have adopted procedures which are reasonably designed to
provide that any commissions, fees or other remuneration paid to these
broker-dealers are consistent with the foregoing standard. The Fund paid
affiliated broker-dealers of the Sub-Advisor $225,257 (12.10% of its brokerage
commissions); $155,500 (4.77% of its brokerage commissions) and $1,715,713
(15.86% of its brokerage commissions) during the fiscal years ended October 31,
1992, 1993 and 1994 to effect transactions totalling $24,466,565 (10.90% of all
transactions on which brokerage commissions were paid), $21,282,500 (4.73% of
all transactions on which brokerage commissions were paid) and $221,539,340
(15.44% of all transactions on which brokerage commissions were paid),
respectively.

PORTFOLIO TRADING

It is anticipated that the Fund's portfolio turnover rate will not exceed
100% in any one year. A 100% turnover rate would occur, for example, if 100% of
the securities held in the Fund's portfolio (excluding all securities whose
maturities at acquisition were one year or less) were sold and replaced within
one year.

THE DISTRIBUTOR
- --------------------------------------------------------------------------------

As discussed in the Prospectus, shares of the Fund are distributed by Dean
Witter Distributors Inc. (the "Distributor"). The Distributor has entered into a
selected dealer agreement with DWR, which through its own sales organization
sells shares of the Fund. In addition, the Distributor may enter into selected
dealer agreements with other selected broker-dealers. The Distributor, a
Delaware corporation, is a wholly-owned subsidiary of DWDC. The Directors who
are not, and were not at the time they voted, interested persons of the Fund, as
defined in the Act (the "Independent Directors"), approved, at their meeting
held on October 30, 1992, the current Distribution Agreement appointing the
Distributor as exclusive distributor of the Fund's shares and providing for the
Distributor to bear distribution expenses not borne by the Fund. The present
Distribution Agreement is substantively identical to the Fund's

27
<PAGE>

previous distribution agreement. The Distribution Agreement took effect on June
30, 1993 upon the
spin-off by Sears, Roebuck and Co. of its remaining shares of DWDC. By its
terms, the Distribution Agreement had an initial term ending April 30, 1994, and
provides that it will remain in effect from year to year thereafter if approved
by the Directors. At their meeting held on April 8, 1994, the Directors,
including all of the Independent Directors, approved the continuation of the
Agreement until April 30, 1995.

The Distributor bears all expenses it may incur in providing services under
the Distribution Agreement. Such expenses include the payment of commissions for
sales of the Fund's shares and incentive compensation to account executives. The
Distributor also pays certain expenses in connection with the distribution of
the Fund's shares, including the costs of preparing, printing and distributing
advertising or promotional materials, and the costs of printing and distributing
prospectuses and supplements thereto used in connection with the offering and
sale of the Fund's shares. The Fund bears the costs of initial typesetting,
printing and distribution of prospectuses and supplements thereto to
shareholders. The Fund also bears the costs of registering the Fund and its
shares under federal and state securities laws. The Fund and the Distributor
have agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. Under the Distribution
Agreement, the Distributor uses its best efforts in rendering services to the
Fund, but in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations, the Distributor is not liable to the Fund
or any of its shareholders for any error of judgment or mistake of law or for
any act or omission or for any losses sustained by the Fund or its shareholders.

PLAN OF DISTRIBUTION. To compensate the Distributor for the services it
provides and for the expenses by the Distributor or any selected dealer under
the Distribution Agreement, the Fund has adopted a Plan of Distribution pursuant
to Rule 12b-1 under the Act (the "Plan") pursuant to which the Fund pays the
Distributor compensation accrued daily and payable monthly at the 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 upon which such charge has
been waived; or (b) the Fund's average daily net assets. The Distributor also
receives the proceeds of contingent deferred sales charges imposed on certain
redemptions of shares, which are separate and apart from payments made pursuant
to the Plan (see "Redemption and Repurchases--Contingent Deferred Sales Charge"
in the Prospectus). The Distributor has informed the Fund that it and/or DWR
received approximately $264,000, $445,500 and $2,068,000 in contingent deferred
sales charges for the fiscal years ended October 31, 1992, 1993 and 1994,
respectively.

Under its terms, the Plan had an initial term ending April 30, 1991, and
provided that it will remain in effect from year to year thereafter, provided
such continuance is approved annually by a vote of the Directors, including a
majority of the Directors who are not "interested persons" of the Fund (as
defined in the Act) and who have no direct or indirect financial interest in the
operation of the Plan (the "Independent 12b-1 Directors"). The Plan was most
recently submitted to and approved for continuance by the Directors of the Fund,
including a majority of the Independent 12b-1 Directors, at their meeting held
on April 8, 1994, after evaluating all the information they deemed necessary to
make an informed determination of whether the Plan should be continued. In
making their determination to continue the Plan, the Directors considered: (1)
the Fund's experience under the Plan and whether such experience indicates that
the Plan is operating as anticipated; (2) the benefits the Fund had obtained,
was obtaining and would be likely to obtain under the Plan; and (3) what
services had been provided and were continuing to be provided under the Plan by
DWR to the Fund and its shareholders. Based upon their review, the Directors of
the Fund, including each of the Independent 12b-1 Directors, determined that
continuation of the Plan would be in the best interest of the Fund and would
have a reasonable likelihood of continuing to benefit the Fund and its
shareholders. In the Directors' quarterly review of the Plan, they will consider
its continued appropriateness and the level of compensation provided therein.

At their meeting held on October 30, 1992, the Directors of the Fund,
including all of the independent 12b-1 Directors, had approved certain
amendments to the Plan which took effect in January, 1993

28
<PAGE>

and were designed to reflect the facts that upon the reorganization described
above the share distribution activities theretofore performed for the Fund by
DWR were assumed by the Distributor and that DWR's sales activities are now
being performed pursuant to the terms of a selected dealer agreement between the
Distributor and DWR. The amendments provide that payments under the Plan will be
made to the Distributor rather than to DWR as they had been before the
amendment, and that the Distributor in turn is authorized to make payments to
DWR, its affiliates or other selected broker-dealers (or direct that the Fund
pay such entities directly). The Distributor is also authorized to retain part
of such fee as compensation for its own distribution-related expenses. At their
meeting held on April 28, 1993, the Directors, including a majority of the
Independent 12b-1 Directors, had also approved certain technical amendments to
the Plan in connection with amendments adopted by the National Association of
Securities Dealers, Inc. to its Rules of Fair Practice.

The Distributor has informed the Fund that a portion of the fees payable by
the Fund each year pursuant to the Plan equal to 0.25% of the Fund's average
daily net assets is characterized as a "service fee" under the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (of which the
Distributor is a member). Such portion of the fee is a payment made for personal
service and/or the maintenance of shareholder accounts. The remaining portion of
the Plan fees payable by the Fund is characterized as an "asset-based sales
charge" as defined in the aforementioned Rules of Fair Practice.

Pursuant to the Plan and as required by Rule 12b-1, the Directors receive
and review promptly after the end of each calendar quarter a written report
provided by the Distributor of the amounts expended by the Distributor under the
Plan and the purpose for which such expenditures were made. The Fund accrued
amounts payable to the Distributor under the Plan, during the fiscal year ended
October 31, 1994 of $11,170,369. This amount is equal to payments required to be
paid monthly by the Fund which were computed at the annual rate of 1.0% of 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. This 12b-1 fee is treated by the Fund
as an expense in the year it is accrued.

The Plan was adopted in order to permit the implementation of the Fund's
method of distribution. Under this distribution method shares of the Fund are
sold without a sales load being deducted at the time of purchase, so that the
full amount of an investor's purchase payment will be invested in shares without
any deduction for sales charges. Shares of the Fund may be subject to a
contingent deferred sales charge, payable to the Distributor, if redeemed during
the six years after their purchase. DWR compensates its account executives by
paying them, from its own funds, commissions for the sale of the Fund's shares,
currently a gross sales credit of up to 5% of the amount sold and an annual
residual commission of up to 0.25 of 1% of the current value of the amount sold.
The gross sales credit is a charge which reflects commissions paid by DWR to its
account executives and DWR's Fund associated distribution-related expenses,
including sales compensation, and overhead and other branch office distribution-
related expenses including: (a) the expenses of operating DWR's branch offices
in connection with the sale of Fund shares, including lease costs, the salaries
and employee benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies; (b) the costs of
client sales seminars; (c) travel expenses of mutual fund sales coordinators to
promote the sale of Fund shares; and (d) other expenses relating to branch
promotion of Fund share sales. The distribution fee that the Distributor
receives from the Fund under the Plan, in effect, offsets distribution expenses
incurred on behalf of the Fund and opportunity costs, such as the gross sales
credit and an assumed interest charge thereon ("carrying charge"). In the
Distributor's reporting of its distribution expenses to the Fund, such assumed
interest (computed at the "broker's call rate") has been calculated on the gross
sales credit as it is reduced by amounts received by the Distributor under the
Plan and any contingent deferred sales charges received by the Distributor upon
redemption of shares of the Fund. No other interest charge is included as a
distribution expense in the Distributor's calculation of its distribution costs
for this purpose. The broker's call rate is the interest rate charged to
securities brokers on loans secured by exchange-listed securities.

29
<PAGE>

The Fund has paid 100% of the $11,170,369 accrued under the Plan for the
fiscal year ended October 31, 1994 to the Distributor. The Distributor and DWR
estimate that they have spent, pursuant to the Plan, $62,355,252 on behalf of
the Fund since the inception of the Fund. It is estimated that this amount was
spent in approximately the following ways: (i) 2.45% ($1,527,607)--advertising
and promotional expenses; (ii) 0.39% ($240,528)--printing of prospectuses for
distribution to other than current shareholders; and (iii) 97.16%
($60,587,117)--other expenses, including the gross sales credit and the carrying
charge, of which 3.03% ($1,837,418) represents carrying charges, 39.35%
($23,840,628) represents commission credits to DWR branch offices for payments
of commissions to account executives and 57.62% ($34,909,071) represents
overhead and other branch office distribution-related expenses.

At any given time, the expenses of distributing shares of the Fund may be
more or less than 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 redemption of shares. DWR has advised the Fund that such excess
amount, including the carrying charge designed to approximate the opportunity
costs incurred by DWR which arise from it having advanced monies without having
received the amount of any sales charges imposed at the time of sale of the
Fund's shares totalled $43,809,400 as of October 31, 1994. Because there is no
requirement under the Plan that the Distributor be reimbursed for all its
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 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 Directors 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.

No interested person of the Fund, nor any Director of the Fund who is not an
interested person of the Fund, as defined in the Act, has any direct or indirect
financial interest in the operation of the Plan except to the extent that the
Distributor, InterCapital, DWR, or certain of its employees may be deemed to
have such an interest as a result of benefits derived from the successful
operation of the Plan or as a result of receiving a portion of the amounts
expended thereunder by the Fund.

The Plan may not be amended to increase materially the amount to be spent
for the services described therein without approval of the shareholders of the
Fund, and all material amendments of the Plan must also be approved by the
Directors in the manner described above. The Plan may be terminated at any time,
without payment of any penalty, by vote of a majority of the Independent 12b-1
Directors or by a vote of a majority of the outstanding voting securities of the
Fund (as defined in the Act) on not more than thirty days' written notice to any
other party to the Plan. So long as the Plan is in effect, the election and
nomination of Independent Directors shall be committed to the discretion of the
Independent Directors.

DETERMINATION OF NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of the Fund is determined once daily at 4:00
p.m. New York time on each day that the New York Stock Exchange is open and on
each other day in which there is a sufficient degree of trading in the Fund's
investments to affect the net asset value, except that the net asset value may
not be computed on a day on which no orders to purchase, or tenders to sell or
redeem, Fund shares have been received, by taking the value of all assets of the
Fund, subtracting its liabilities, dividing by the number of shares outstanding
and adjusting to the nearest cent. The New York Stock Exchange currently
observes the following holidays: New Year's Day; President's Day; Good Friday;
Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.

30
<PAGE>

they reach a remaining maturity of sixty days, whereupon they will be valued at
amortized cost using their value on the 61st day unless the Directors determine
such does not reflect the securities' fair value, in which case these securities
will be valued at their fair value as determined by the Directors. Options are
valued at the mean between their latest bid and asked prices. Futures are valued
at the last sale price as of the close of the commodities exchange on which they
trade unless the Directors determine that such price does not reflect their
market value, in which case they will be valued at their fair value as
determined by the Directors. All other securities and other assets are valued at
their fair value as determined in good faith under procedures established by and
under the supervision of the Directors.

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 4:00 p.m., New York time. 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 4:00 p.m., New York time. Occasionally, events
which affect the values of such securities and such exchange rates may occur
between the times at which they are determined and 4:00 p.m., New York time, 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 Directors.

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

Upon the purchase of shares of the Fund, a Shareholder Investment Account is
opened for the investor on the books of the Fund and maintained by the Fund's
Transfer Agent, Dean Witter Trust Company (the "Transfer Agent"). This is an
open account in which shares owned by the investor are credited by the Transfer
Agent in lieu of issuance of a share certificate. If a share certificate is
desired, it must be requested in writing for each transaction. Certificates are
issued only for full shares and may be redeposited in the account at any time.
There is no charge to the investor for issuance of a certificate. Whenever a
shareholder instituted transaction takes place in the Shareholder Investment
Account, the shareholder will be mailed a confirmation of the transaction from
the Fund or from DWR or other selected broker-dealer.

AUTOMATIC INVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. As stated in the
Prospectus, all income dividends and capital gains distributions are
automatically paid in full and fractional shares of the Fund, unless the
shareholder requests that they be paid in cash. Each purchase of shares of the
Fund is made upon the condition that the Transfer Agent is thereby automatically
appointed as agent of the investor to receive all dividends and capital gains
distributions on shares owned by the investor. Such dividends and distributions
will be paid, at the net asset value per share in shares of the Fund (or in cash
if the shareholder so requests) as of the close of business on the record date.
At any time an investor may request the Transfer Agent, in writing, to have
subsequent dividends and/or capital gains distributions paid to him or her in
cash rather than shares. To assure sufficient time to process the change, such
request should be received by the Transfer Agent at least five business days
prior to the record date of the dividend or distribution. In the case of
recently purchased shares for which registration instructions have not been
received on the record date, cash payments will be made to DWR or another
selected broker-dealer, and will be forwarded to the shareholder, upon the
receipt of proper instructions.

TARGETED DIVIDENDS.SM In states where it is legally permissible,
shareholders may also have all income dividends and capital gains distributions
automatically invested in shares of an open-end Dean Witter Fund other than Dean
Witter Pacific Growth Fund Inc. Such investment will be made as described above
for automatic investment in shares of the Fund, at the net asset value per share
of the selected Dean Witter Fund as of the close of business on the payment date
of the dividend or distribution and will begin to earn dividends, if any, in the
selected Dean Witter Fund the next business day. To participate in the Targeted
Dividends program, shareholders should contact their DWR or other selected
broker-dealer account executive or the Transfer Agent. Shareholders of the Fund
must be shareholders of the Dean

31
<PAGE>
Witter Fund targeted to receive investments from dividends at the time they
enter the Targeted Dividends program. Investors should review the prospectus of
the targeted Dean Witter Fund before entering the program.

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. Shares purchased through EasyInvest will be added to the shareholder's
existing account at the net asset value calculated the same business day the
transfer of funds is effected. For further information or to subscribe to
EasyInvest, shareholders should contact their DWR or other selected
broker-dealer account executive or the Transfer Agent.

INVESTMENT OF DIVIDENDS OR DISTRIBUTIONS RECEIVED IN CASH. As discussed in
the Prospectus, any shareholder who receives a cash payment representing a
dividend or distribution may invest such dividend or distribution at the net
asset value next determined after receipt by the Transfer Agent, without the
imposition of a contingent deferred sales charge upon redemption, by returning
the check or the proceeds to the Transfer Agent within 30 days after the payment
date. If the shareholder returns the proceeds of a dividend or distribution,
such funds must be accompanied by a signed statement indicating that the
proceeds constitute a dividend or distribution to be invested. Such investment
will be made at the net asset value per share next determined after receipt of
the check or proceeds by the Transfer Agent.

SYSTEMATIC WITHDRAWAL PLAN. As discussed in the Prospectus, a withdrawal
plan (the "Withdrawal Plan") is available for shareholders who own or purchase
shares of the Fund having a minimum value of $10,000 based upon the then current
net asset value. The Withdrawal Plan provides for monthly or quarterly (March,
June, September and December) check 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 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.

The Transfer Agent acts as agent for the shareholder in tendering to the
Fund for redemption sufficient full and fractional shares to provide the amount
of the periodic withdrawal payment designated in the application. The shares
will be redeemed at their net asset value determined, at the shareholder's
option, on the tenth or twenty-fifth day (or next following business day) of the
relevant month or quarter and normally a check for the proceeds will be mailed
by the Transfer Agent within five business days after the date of redemption.
The Withdrawal Plan may be terminated at any time by the Fund.

Withdrawal Plan payments should not be considered as dividends, yields or
income. If periodic Withdrawal Plan payments continuously exceed net investment
income and net capital gains, the shareholder's original investment will be
correspondingly reduced and ultimately exhausted.

Each withdrawal constitutes a redemption of shares and any gain or loss
realized must be recognized for federal income tax purposes. Although the
shareholder may make additional investments of $2,500 or more under the
Withdrawal Plan, withdrawals made concurrently with purchases of additional
shares may be inadvisable because of the contingent deferred sales charge
applicable to the redemption of shares purchased during the preceding six years
(see "Redemptions and Repurchases-- Contingent Deferred Sales Charge").

Any shareholder who wishes to have payments under the Withdrawal Plan made
to a third party or sent to an address other than the one listed on the account
must send complete written instructions to the Transfer Agent to enroll in the
Withdrawal Plan. The shareholder's signature on such instructions must be
guaranteed by an eligible guarantor acceptable to the Transfer Agent
(shareholders should contact the Transfer Agent for a determination as to
whether a particular institution is such an eligible

32
<PAGE>
guarantor). A shareholder may, at any time, change the amount and interval of
withdrawal payments through his or her Account Executive or by written
notification to the Transfer Agent. In addition, the party and/or the address to
which checks are mailed may be changed by written notification to the Transfer
Agent, with signature guarantees required in the manner described above. The
shareholder may also terminate the Withdrawal Plan at any time by written notice
to the Transfer Agent. In the event of such termination, the account will be
continued as a regular shareholder investment account.

DIRECT INVESTMENTS THROUGH TRANSFER AGENT. As discussed in the Prospectus,
a shareholder may make additional investments in Fund shares at any time by
sending a check in any amount, not less than $100, payable to Dean Witter
Pacific Growth Fund Inc., directly to the Fund's Transfer Agent. Such amounts
will be applied to the purchase of Fund shares at the net asset value per share
next computed after receipt of the check or purchase payment by the Transfer
Agent. The shares so purchased will be credited to the investor's account.

EXCHANGE PRIVILEGE

As discussed in the Prospectus, the Fund makes available to its shareholders
an Exchange Privilege whereby shareholders of the Fund may exchange their shares
for shares of other Dean Witter Funds sold with a contingent deferred sales
charge ("CDSC funds"), for shares of Dean Witter Short-Term U.S. Treasury Trust,
Dean Witter Limited Term Municipal Trust, Dean Witter Short-Term Bond Fund and
for shares of five Dean Witter Funds which are money market funds (the foregoing
eight non-CDSC funds are referred to hereinafter as "Exchange Funds"). Exchanges
may be made after the shares of the Fund acquired by purchase (not by exchange
or dividend reinvestment) have been held for thirty days. There is no waiting
period for exchanges of shares acquired by exchange or dividend reinvestment. An
exchange will be treated for federal income tax purposes the same as a
repurchase or redemption of shares, on which the shareholder may realize a gain
or loss.

Any new account established through the Exchange Privilege will have the
same registration and cash dividend or dividend reinvestment plan as the present
account, unless the Transfer Agent receives written notification to the
contrary. For telephone exchanges, the exact registration of the existing
account and the account number must be provided.

Any shares held in certificate form cannot be exchanged but must be
forwarded to the Transfer Agent and deposited into the shareholder's account
before being eligible for exchange. (Certificates mailed in for deposit should
not be endorsed.)

As described below, and in the Prospectus under the captions "Exchange
Privilege" and "Contingent Deferred Sales Charge," a contingent deferred sales
charge ("CDSC") may be imposed upon a redemption, depending on a number of
factors, including the number of years from the time of purchase until the time
of redemption or exchange ("holding period"). When shares of the Fund or any
other CDSC fund are exchanged for shares of an Exchange Fund, the exchange is
executed at no charge to the shareholder, without the imposition of the CDSC at
the time of the exchange. 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 investment period or "year since
purchase payment made" is frozen. When shares are redeemed out of the Exchange
Fund, they will be subject to a CDSC which would be based upon the period of
time the shareholder held shares in a CDSC fund. However, in the case of shares
exchanged for shares of 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
which are attributable to those shares. Shareholders acquiring shares of an
Exchange Fund pursuant to this exchange privilege may exchange those shares back
into a CDSC fund from the money market fund, with no CDSC being imposed on such
exchange. The investment period previously frozen when shares were first
exchanged for shares of the Exchange Fund resumes on the last day of the month
in which shares of a CDSC fund are reacquired. Thus, a CDSC is imposed only upon
an ultimate redemption, based upon the time (calculated as described above) the
shareholder was invested in a CDSC fund.

33
<PAGE>
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.

When shares initially purchased in a CDSC fund are exchanged for shares of
another CDSC fund, or for shares of an Exchange Fund, the date of purchase of
the shares of the fund exchanged into, for purposes of the CDSC upon redemption,
will be the last day of the month in which the shares being exchanged were
originally purchased. In allocating the purchase payments between funds for
purposes of the CDSC, the amount which represents the current net asset value of
shares at the time of the exchange which were (i) purchased more than three or
six years (depending on the CDSC schedule applicable to the shares) prior to the
exchange, (ii) originally acquired through reinvestment of dividends or
distributions (of the Fund or another Dean Witter Fund) and (iii) acquired in
exchange for shares of front-end sales charge funds, or for shares of other Dean
Witter Funds for which shares of front-end sales charge funds have been
exchanged (all such shares called "Free Shares"), will be exchanged first.
Shares of Dean Witter Strategist Fund acquired prior to November 8, 1989, shares
of Dean Witter American Value Fund acquired prior to April 30, 1984, and shares
of Dean Witter Dividend Growth Securities Inc. and Dean Witter Natural Resource
Development Securities Inc. acquired prior to July 2, 1984, will be the first
Free Shares to be exchanged. After an exchange, all dividends earned on shares
in an Exchange Fund will be considered Free Shares. If the exchanged amount
exceeds the value of such Free Shares, an exchange is made, on a block-by-block
basis, of non-Free Shares held for the longest period of time (except that if
shares held for identical periods of time but subject to different CDSC
schedules are held in a block in the same Exchange Privilege account, the shares
of that block that are subject to a higher CDSC rate will be exchanged prior to
the shares of that block that are subject to a higher CDSC rate). Shares equal
to any appreciation in the value of non-Free Shares exchanged will be treated as
Free Shares, and the amount of the purchase payments for the non-Free Shares of
the fund exchanged into will be equal to the lesser of (a) the purchase payments
for, or (b) the current net asset value of, the exchanged non-Free Shares. If an
exchange between funds would result in exchange of only part of a particular
block of non-Free Shares, then shares equal to any appreciation in the value of
the block (up to the amount of the exchange) will be treated as Free Shares and
exchanged first, and the purchase payment for that block will be allocated on a
pro rata basis between the non-Free Shares of that block to be retained and the
non-Free Shares to be exchanged. The prorated amount of such purchase payment
attributable to the retained non-Free Shares will remain as the purchase payment
for such shares, and the amount of purchase payment for the exchanged non-Free
Shares will be equal to the lesser of (a) the prorated amount of the purchase
payment for, or (b) the current net asset value of, those exchanged non-Free
Shares. Based upon the procedures described in the Prospectus under the caption
"Contingent Deferred Sales Charge", any applicable CDSC will be imposed upon the
ultimate redemption of shares of any fund, regardless of the number of exchanges
since those shares were originally purchased.

The Transfer Agent acts as agent for shareholders of the Fund in effecting
redemptions of Fund shares and in applying the proceeds to the purchase of other
fund shares. In the absence of negligence on its part, neither the Transfer
Agent nor the Fund shall be liable for any redemption of Fund shares caused by
unauthorized telephone instructions. Accordingly, in such an event, the investor
shall bear the risk of loss. The staff of the Securities and Exchange Commission
is currently considering the propriety of such a policy.

With respect to the redemption or repurchase of shares of the Fund, the
application of proceeds to the purchase of new shares in the Fund or any other
of the funds and the general administration of the Exchange Privilege, the
Transfer Agent acts as agent for the Distributor and for the shareholder's
selected broker-dealer, if any, in the performance of such functions. With
respect to exchanges, redemptions

34
<PAGE>
or repurchases, the Transfer Agent shall be liable for its own negligence and
not for the default or negligence of its correspondents or for losses in
transit. The Fund shall not be liable for any default or negligence of the
Transfer Agent, the Distributor or any selected broker-dealer.

The Distributor and any selected broker-dealer have authorized and appointed
the Transfer Agent to act as their agent in connection with the application of
proceeds of any redemption of Fund shares to the purchase of shares of any other
fund and the general administration of the Exchange Privilege. No commission or
discounts will be paid to the Distributor or any selected dealer for any
transactions pursuant to this Exchange Privilege.

Exchanges are subject to the minimum investment requirement and any other
conditions imposed by each fund. (The minimum initial investment is $5,000 for
Dean Witter Liquid Asset Fund Inc., Dean Witter New York Municipal Money Market
Trust, Dean Witter Tax-Free Daily Income Trust and Dean Witter California
Tax-Free Daily Income Trust although those funds may, at their discretion,
accept initial investments of as low as $1,000. The minimum initial investment
is $10,000 for Dean Witter Short-Term U.S. Treasury Trust, although that fund,
in its discretion, may accept initial purchases of as low as $5,000. The minimum
initial investment for all other Dean Witter Funds for which the Exchange
Privilege is available is $1,000.) Upon exchange into an Exchange Fund, the
shares of that fund will be held in a special Exchange Privilege Account
separately from accounts of those shareholders who have acquired their shares
directly from that fund. As a result, certain services normally available to
shareholders of money market funds, including the check writing feature, will
not be available for funds held in that account.

The Fund and each of the other Dean Witter Funds may limit the number of
times this Exchange Privilege may be exercised by any investor within a
specified period of time. Also, the Exchange Privilege may be terminated or
revised at any time by the Fund and/or any of the Dean Witter Funds for which
shares of the Fund have been exchanged, upon such notice as may be required by
applicable regulatory agencies (presently sixty days for termination or material
revision), provided that six months' prior written notice of termination will be
given to the shareholders who hold shares of Exchange Funds pursuant to the
Exchange Privilege, and provided further that the Exchange Privilege may be
terminated or materially revised without notice at times (a) when the New York
Stock Exchange is closed for other than customary weekends and holidays, (b)
when trading on that Exchange is restricted, (c) when an emergency exists as a
result of which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund fairly to determine
the value of its net assets, (d) during any other period when the Securities and
Exchange Commission by order so permits (provided that applicable rules and
regulations of the Securities and Exchange Commission shall govern as to whether
the conditions prescribed in (b) or (c) exist) or (e) if the Fund would be
unable to invest amounts effectively in accordance with its investment
objective(s), policies and restrictions.

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. 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.

For further information regarding the Exchange Privilege, shareholders
should contact their DWR or other selected dealer account executive or the
Transfer Agent.

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

REDEMPTION. As stated in the Prospectus, 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

35
<PAGE>
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. The share certificate, or an accompanying stock power, and the
request for redemption, must be signed by the shareholder or shareholders
exactly as the shares are registered. Each request for redemption, whether or
not accompanied by a share certificate, must be sent to the Fund's Transfer
Agent, which will redeem the shares at their net asset value next computed (see
"Purchase of Fund Shares") after it receives the request, and certificate, if
any, in good order. Any redemption request received after such computation will
be redeemed at the next determined net asset value. The term "good order" means
that the share certificate, if any, and request for redemption are properly
signed, accompanied by any documentation required by the Transfer Agent, and
bear signature guarantees when required by the Fund or the Transfer Agent. If
redemption is requested by a corporation, partnership, trust or fiduciary, the
Transfer Agent may require that written evidence of authority acceptable to the
Transfer Agent be submitted before such request is accepted.

Whether certificates are held by the shareholder or shares are held in a
shareholder's account, if the proceeds are to be paid to any person other than
the record owner, or it the proceeds are to be paid to a corporation (other than
the Distributor or a selected broker-dealer for the account of the shareholder),
partnership, trust or fiduciary, or sent to the shareholder at an address other
than the registered address, signatures must be guaranteed by an eligible
guarantor acceptable to the Transfer Agent (shareholders should contact the
Transfer Agent for a determination as to whether a particular institution is
such an eligible guarantor). A stock power may be obtained from any dealer or
commercial bank. The Fund may change the signature guarantee requirements from
time to time upon notice to shareholders, which may be by means of a new
prospectus.

CONTINGENT DEFERRED SALES CHARGE. As stated in the Prospectus, a contingent
deferred sales charge ("CDSC") will be imposed on any redemption by an investor
if after such redemption the current value of the investor's shares of the Fund
is less than the dollar amount of all payments by the shareholder for the
purchase of Fund shares during the preceding six years. However, no CDSC will be
imposed to the extent that the net asset value of the shares redeemed does not
exceed: (a) the current net asset value of shares purchased more than six years
prior to the redemption, plus (b) the current net asset value of shares
purchased through reinvestment of dividends or distributions of the Fund or
another Dean Witter Fund (See "Shareholder Services--Targeted Dividends"), plus
(c) the current net asset value of shares acquired in exchange for (i) shares of
Dean Witter front-end sales charge funds, or (ii) shares of other Dean Witter
Funds for which shares of front-end sales charge funds have been exchanged (See
"Shareholder Services--Exchange Privilege"), plus (d) increases in the net asset
value of the investor's shares above the total amount of payments for the
purchase of Fund shares made during the preceding six years. The CDSC will be
paid to the Distributor. In addition, no CDSC will be imposed on redemptions of
shares which were purchased by the employee benefit plans established by DWR and
SPS Transaction Services, Inc. (an affiliate of DWR) for their employees as
qualified under Section 401(k) of the Internal Revenue Code.

In determining the applicability of a CDSC to each redemption, the amount
which represents an increase in the net asset value of the investor's shares
above the amount of the total payments for the purchase of shares within the
last six years will be redeemed first. In the event the redemption amount
exceeds such increase in value, the next portion of the amount redeemed will be
the amount which represents the net asset value of the investor's shares
purchased more than six years prior to the redemption and/or shares purchased
through reinvestment of dividends or distributions and/or shares acquired in
exchange for shares of Dean Witter front-end sales charge funds, or for shares
of other Dean Witter funds for which shares of front-end sales charge funds have
been exchanged. A portion of the amount redeemed which exceeds an amount which
represents both such increase in value and the value of shares purchased more
than six years prior to the redemption and/or shares purchased through
reinvestment of dividends or distributions and/or shares acquired in the
above-described exchanges will be subject to CDSC.

36
<PAGE>
The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of Fund shares until the time of
redemption of such shares. For purposes of determining the number of years from
the time of any payments for the purchase of shares, all payments made during a
month will be aggregated and deemed to have been made on the last day of the
month. The following table sets forth the rates of the CDSC:

<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>

In determining the rate of the CDSC, it will be assumed that a redemption is
made of shares held by the investor for the longest period of time within the
applicable six-year period. This will result in any such CDSC being imposed at
the lowest possible rate. Accordingly, shareholders may redeem, without
incurring any CDSC, amounts equal to any net increase in the value of their
shares above the amount of their purchase payments made within the past six
years and amounts equal to the current value of shares purchased more than six
years prior to the redemption and shares purchased through reinvestment of
dividends or distributions or acquired in exchange for shares of Dean Witter
front-end sales charge funds, or for shares of other Dean Witter funds for which
shares of front-end sales charge funds have been exchanged. The CDSC will be
imposed, in accordance with the table shown above, on any redemptions within six
years of purchase which are in excess of these amounts and which redemptions are
not (a) requested within one year of death or initial determination of
disability of a shareholder, or (b) made pursuant to certain taxable
distributions from retirement plans or retirement accounts, as described in the
Prospectus.

PAYMENT FOR SHARES REDEEMED OR REPURCHASED. As discussed in the Prospectus,
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. The term good order means that the share
certificate, if any, and request for redemption are properly signed, accompanied
by any documentation required by the Transfer Agent, and bear signature
guarantees when required by the Fund or the Transfer Agent. Such payment may be
postponed or the right of redemption suspended at times (a) when the New York
Stock Exchange is closed for other than customary weekends and holidays, (b)
when trading on that Exchange is restricted, (c) when an emergency exists as a
result of which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund fairly to determine
the value of its net assets, or (d) during any other period when the Securities
and Exchange Commission by order so permits; provided that applicable rules and
regulations of the Securities and Exchange Commission shall govern as to whether
the conditions prescribed in (b) or (c) exist. 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.

TRANSFERS OF SHARES. In the event a shareholder requests a transfer of any
shares to a new registration, such shares will be transferred without sales
charge at the time of transfer. With regard to the status of shares which are
either subject to the contingent deferred sales charge or free of such charge
(and with regard to the length of time shares subject to the charge have been
held), any transfer involving less than all of the shares in an account will be
made on a pro-rata basis (that is, by transferring

37
<PAGE>
shares in the same proportion that the transferred shares bear to the total
shares in the account immediately prior to the transfer). The transferred shares
will continue to be subject to any applicable contingent deferred sales charge
as if they had not been so transferred.

REINSTATEMENT PRIVILEGE. As discussed in the Prospectus, 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
redemption or repurchase reinstate any portion of all of the proceeds of such
redemption or repurchase in shares of the Fund at the net asset value next
determined after a reinstatement request, together with such proceeds, is
received by the Transfer Agent.

Exercise of the reinstatement privilege will not affect the federal income
tax treatment of any gain or loss realized upon the redemption or repurchase,
except that if the redemption or repurchase resulted in a loss and reinstatement
is made in shares of the Fund, some or all of the loss, depending on the amount
reinstated, will not be allowed as a deduction for federal income tax purposes,
but will be applied to adjust the cost basis of the shares acquired upon
reinstatement.

INVOLUNTARY REDEMPTION. As discussed in the Prospectus, the Fund reserves
the right, on 60 days' notice, to redeem, at their net asset value, the shares
of any shareholder whose shares due to redemptions by the shareholder have a
value of less than $100 or such lesser amount as may be fixed by the Trustees.
However, before the Fund redeems such shares and sends the proceeds to the
shareholder, it will notify the shareholder that the value 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. No CDSC will be imposed on any involuntary
redemption.

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

As discussed in the Prospectus, the Fund will determine either to distribute
or to retain all or part of any net long-term capital gains in any year for
reinvestment. If any such gains are retained, the Fund will pay federal income
tax thereon, and, if the Fund makes an election, the shareholders would include
such undistributed gains in their income and shareholders will be able to claim
their share of the tax paid by the Fund as a credit against their individual
federal income tax.

Gains or losses on sales of securities by the Fund will generally be
long-term capital gains or losses if the securities have been held by the Fund
for more than twelve months. Gains or losses on the sale of securities held for
twelve months or less will be generally short-term capital gains or losses.

The Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986 (the "Code"). If so qualified,
the Fund will not be subject to federal income tax on its net investment income
and capital gains, if any, realized during any fiscal year in which it
distributes such income and capital gains to its shareholders.

Any dividend or capital gains distribution received by a shareholder from
any investment company will have the effect of reducing the net asset value of
the shareholder's stock in that company by the exact amount of the dividend or
capital gains distribution. Furthermore, capital gains distributions and
dividends are subject to federal income taxes. If the net asset value of the
shares should be reduced below a shareholder's cost as a result of the payment
of dividends or the distribution of realized net long-term capital gains, such
payment or distribution would be in part a return of the shareholder's
investment to the extent of such reduction below the shareholder's cost, but
nonetheless would be fully taxable. Therefore, an investor should consider the
tax implications of purchasing Fund shares immediately prior to a distribution
record date.

Dividends, interest and capital gains received by the Fund may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. Investors may be entitled to claim United States foreign tax credits or
deductions with respect to such taxes, subject to certain provisions and
limitations contained in the Code. If more than 50% of the Fund's total assets
at the close of its fiscal year consist of securities of

38
<PAGE>
foreign corporations, the Fund would be eligible and would determine whether or
not to file an election with the Internal Revenue Service pursuant to which
shareholders of the Fund will be required to include their respective pro rata
portions of such withholding taxes in their United States income tax returns as
gross income, treat such respective pro rata portions as taxes paid by them, and
deduct such respective pro rata portions in computing their taxable income or,
alternatively, use them as foreign tax credits against their United States
income taxes. If the Fund does elect to file the election with the Internal
Revenue Service, the Fund will report annually to its shareholders the amount
per share of such withholding.

SPECIAL RULES FOR CERTAIN FOREIGN CURRENCY TRANSACTIONS. In general, gains
from foreign currencies and from foreign currency options, foreign currency
futures and forward foreign exchange contracts relating to investments in stock,
securities or foreign currencies are currently considered to be qualifying
income for purposes of determining whether the Fund qualifies as a regulated
investment company. It is currently unclear, however, who will be treated as the
issuer of certain foreign currency instruments or how foreign currency options,
futures, or forward foreign currency contracts will be valued for purposes of
the regulated investment company diversification requirements applicable to the
Fund.

Under Code Section 988, special rules are provided for certain transactions
in a foreign currency other than the taxpayer's functional currency (I.E.,
unless certain special rules apply, currencies other than the U.S. dollar). In
general, foreign currency gains or losses from forward contracts, from futures
contracts that are not "regulated futures contracts", and from unlisted options
will be treated as ordinary income or loss under Code Section 988. Also, certain
foreign exchange gains or losses derived with respect to foreign fixed-income
securities are also subject to Section 988 treatment. In general, therefore,
Code Section 988 gains or losses will increase or decrease the amount of the
Fund's investment company taxable income available to be distributed to
shareholders as ordinary income, rather than increasing or decreasing the amount
of the Fund's net capital gain. Additionally, if Code Section 988 losses exceed
other investment company taxable income during a taxable year, the Fund would
not be able to make any ordinary dividend distributions.

The Fund may be subject to taxes in foreign countries in which it invests.
In addition, if the Fund were deemed to be a resident of the United Kingdom for
United Kingdom tax purposes or if the Fund were treated as being engaged in a
trading activity through an agent in the United Kingdom, there is a risk that
the United Kingdom would attempt to tax all or a portion of the Fund's gains or
income. In light of the structure of the Fund and the terms and conditions of
the Investment Management and Sub-Advisory Agreements, it is believed by the
Investment Manager that any such risk is minimal.

If the Fund invests in an entity which is classified as a "passive foreign
investment company" ("PFIC") for U.S. tax purposes, the application of certain
technical tax provisions applying to such companies could result in the
imposition of federal income tax with respect to such investments at the Fund
level which could not be eliminated by distributions to shareholders. The U.S.
Treasury issued proposed regulation section 1.1291-8 which establishes a
mark-to-market regime which allows investment companies investing in PFIC's to
avoid most, if not all of the difficulties posed by the PFIC rules. In any
event, it is not anticipated that any taxes on the Fund with respect to
investments in PFIC's would be significant.

Shareholders are urged to consult their attorneys or tax advisers regarding
specific questions as to federal, state or local taxes.

39
<PAGE>
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

As discussed in the Prospectus, from time to time the Fund may quote its
"total return" in advertisements and sales literature. The Fund's "average
annual total return" represents an annualization of the Fund's total return over
a particular period and is computed by finding the annual percentage rate which
will result in the ending redeemable value of a hypothetical $1,000 investment
made at the beginning of a one, five or ten year period, or for the period from
the date of commencement of the Fund's operations, if shorter than any of the
foregoing. The ending redeemable value is reduced by any contingent deferred
sales charge at the end of the one, five or ten year or other period. For the
purpose of this calculation, it is assumed that all dividends and distributions
are reinvested. The formula for computing the average annual total return
involves a percentage obtained by dividing the ending redeemable value by the
amount of the initial investment, taking a root of the quotient (where the root
is equivalent to the number of years in the period) and subtracting 1 from the
result. The average annual total returns of the Fund for the period November 30,
1990 (commencement of operations) through October 31, 1994 and for the fiscal
year ended October 31, 1994 were 22.46% and 5.69%, respectively.

In addition to the foregoing, the Fund may advertise its total return over
different periods of time by means of aggregate, average, year-by-year or other
types of total return figures. Such calculations may or may not reflect the
deduction of the contingent deferred sales charge which, if reflected, would
reduce the performance quoted. For example, the average annual total return of
the Fund may be calculated in the manner described above, but without deduction
for any applicable contingent deferred sales charge. Based on this calculation,
the average annual total returns for the Fund for the period November 30, 1990
through October 31, 1994 and for the fiscal year ended October 31, 1994 were
22.74% and 10.69%, respectively.

In addition, the Fund may compute its aggregate total return for specified
periods by determining the aggregate percentage rate which will result in the
ending value of a hypothetical $1,000 investment made at the beginning of the
period. For the purpose of this calculation, it is assumed that all dividends
and distributions are reinvested. The formula for computing aggregate total
return involves a percentage obtained by dividing the ending value (without the
reduction for any contingent deferred sales charge) by the initial $1,000
investment and subtracting 1 from the result. Based on the foregoing
calculation, the Fund's total returns for the period November 30, 1990 through
October 31, 1994 and for the fiscal year ended October 31, 1994 were 123.17% and
10.69%, respectively.

The Fund may also advertise the growth of hypothetical investments of
$10,000, $50,000 and $100,000 in shares of the Fund by adding 1 to the Fund's
aggregate total return to date (expressed as a decimal and without taking into
account the effect of any applicable CDSC) and multiplying by $10,000, $50,000
or $100,000, as the case may be. Investments of $10,000, $50,000 and $100,000 in
the Fund at inception would have grown to $22,317, $111,585 and $223,170,
respectively, at October 31, 1994.

The Fund from time to time may also advertise its performance relative to
certain performance rankings and indexes compiled by independent organizations.

DESCRIPTION OF COMMON STOCK
- --------------------------------------------------------------------------------

The Fund is authorized to issue 200,000,000 shares of common stock of $0.01
par value. Shares of the Fund, when issued, are fully paid, non-assessable,
fully transferable and redeemable at the option of the holder. All shares are
equal as to earnings, assets and voting privileges. There are no conversion,
preemptive or other subscription rights. In the event of liquidation, each share
of common stock of the Fund is entitled to its portion of all of the Fund's
assets after all debts and expenses have been paid. Except for agreements
entered into by the Fund in its ordinary course of business within the
limitations of the Fund's fundamental investment policies (which may be modified
only by shareholder vote), the Fund will not issue any securities other than
common stock.

40
<PAGE>
The shares of the Fund do not have cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors if they choose to do so, and in such
event, the holders of the remaining less than 50% of the shares voting for the
election of directors will not be able to elect any person or persons to the
Board of Directors.

The Fund's By-Laws provide that one or more of the Fund's Directors may be
removed, either with or without cause, at any time by the affirmative vote of
the Fund's shareholders holding a majority of the outstanding shares entitled to
vote for the election of Directors. A special meeting of the shareholders of the
Fund will be called by the Fund's Secretary upon the written request of
shareholders entitled to vote at least 10% of the Fund's outstanding shares. The
Fund will also comply with the provisions of Section 16(c) of the Act.

CUSTODIAN AND TRANSFER AGENT
- --------------------------------------------------------------------------------

The Chase Manhattan Bank N.A., One Chase Plaza, New York, New York 10005 is
the Custodian of the Fund's assets in the United States and around the world. As
Custodian, The Chase Manhattan Bank has contracted with various foreign banks
and depositaries to hold portfolio securities of non-U.S. issuers on behalf of
the Fund. Any of the Fund's cash balances with the Custodian in excess of
$100,000 are unprotected by federal deposit insurance. Such balances may, at
times, be substantial.

Dean Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey
City, New Jersey 07311 is the Transfer Agent of the Fund's shares and Dividend
Disbursing Agent for payment of dividends and distributions on Fund shares and
Agent for shareholders under various investment plans described herein. Dean
Witter Trust Company is an affiliate of Dean Witter InterCapital Inc., the
Fund's Investment Manager and Dean Witter Distributor Inc., the Fund's
Distributor. As Transfer Agent and Dividend Disbursing Agent, Dean Witter Trust
Company's responsibilities include maintaining shareholder accounts; disbursing
cash dividends and reinvesting dividends; processing account registration
changes; handling purchase and redemption transactions; mailing prospectuses and
reports; mailing and tabulating proxies; processing share certificate
transactions; and maintaining shareholder records and lists. For these services
Dean Witter Trust Company receives a per shareholder account fee.

INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

Price Waterhouse LLP serves as the independent accountants of the Fund. The
independent accountants are responsible for auditing the annual financial
statements of the Fund.

REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------

The Fund will send to shareholders, at least semi-annually, reports showing
the Fund's portfolio and other information. An annual report containing
financial statements audited by independent accountants will be sent to
shareholders each year.

The Fund's fiscal year ends on October 31. The financial statements of the
Fund must be audited at least once a year by independent accountants whose
selection is made annually by the Fund's Board of Directors.

LEGAL COUNSEL
- --------------------------------------------------------------------------------

Sheldon Curtis, Esq., who is an officer and the General Counsel of the
Investment Manager, is an officer and the General Counsel of the Fund.

41
<PAGE>
EXPERTS
- --------------------------------------------------------------------------------

The financial statements of the Fund included in this Statement of
Additional Information and incorporated by reference in the Prospectus, have
been so included and incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

REGISTRATION STATEMENT
- --------------------------------------------------------------------------------

This Statement of Additional Information and the Prospectus do not contain
all of the information set forth in the Registration Statement the Fund has
filed with the Securities and Exchange Commission. The complete Registration
Statement may be obtained from the Securities and Exchange Commission upon
payment of the fee prescribed by the rules and regulations of the Commission.

42
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
COMMON STOCKS, PREFERRED STOCKS, WARRANTS,
RIGHTS AND BONDS (98.3%)
AUSTRALIA (2.1%)
BANKING
1,500,000 Australia & New Zealand
Banking Group, Ltd...... $ 4,343,040
-----------------
BUILDING & CONSTRUCTION
825,000 Boral, Ltd................ 2,076,307
-----------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
2,500,000 Fosters Brewing Group..... 2,208,640
-----------------
LEISURE
1,500,000 Burnswood Property Trust.. 1,425,408
-----------------
METALS & MINING
200,000 Broken Hill Proprietary... 3,073,536
200,000 CRA, Ltd.................. 2,844,877
909,562 Western Mining Corp.
Holdings, Ltd........... 5,665,422
-----------------
11,583,835
-----------------
MULTI - INDUSTRY
800,000 Pacific Dunlop, Ltd....... 2,429,133
-----------------
OIL & RELATED
1,000,000 Santos, Ltd............... 2,939,904
1,000,000 Woodside Petroleum, Ltd... 3,726,848
-----------------
6,666,752
-----------------
TRANSPORTATION
237,250 Brambles Industries,
Ltd..................... 2,374,291
-----------------
TOTAL AUSTRALIA........... 33,107,406
-----------------
CHINA (0.6%)
BUILDING MATERIALS
230,000 Shanghai Yaohua Pilk (B
Shares)................. 287,500
-----------------
CHEMICALS
3,900,000 Yizheng Chemical Fibre
Co...................... 1,552,066
-----------------
ELECTRIC UTILITIES
322,000 Shandong Huaneng (ADR).... 3,461,500
-----------------
TRANSPORTATION
2,040,000 Jinhui Shipping........... 3,692,400
-----------------
TOTAL CHINA............... 8,993,466
-----------------
HONG KONG (23.1%)
BANKING
1,283,838 Dao Heng Bank............. 4,261,848
2,250,000 Guoco Group............... 10,628,591
1,340,000 Hang Seng Bank, Ltd....... 9,711,653
1,092,800 Hong Kong & Shanghai
Banking Corp.
Holdings................ 12,940,829
4,790,000 International Bank of
Asia.................... 1,999,243
-----------------
39,542,164
-----------------
BUILDING & CONSTRUCTION
4,009,000 Kumagai Gumi, Ltd......... 4,487,996
US$ 3,000M Paul Y-ITC Construction
5.0% due 2/3/01
(Conv.)................. 2,347,500
-----------------
6,835,496
-----------------

<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
COMPUTER SERVICES
5,702,000 Hanny Magnetics Holdings,
Ltd..................... $ 782,228
-----------------
CONGLOMERATES
15,369,000 China Merchants Hai Hong
Holding Co., Ltd........ 3,600,182
2,706,000 Citic Pacific, Ltd........ 8,142,375
5,500,000 Hutchison Whampoa, Ltd.... 25,411,555
1,700,200 Jardine Matheson Holdings,
Ltd..................... 14,137,528
1,100,000 Swire Pacific, Ltd. (A
Shares)................. 8,399,337
2,500,000 Wheelock & Co............. 5,403,272
-----------------
65,094,249
-----------------
FINANCE
1,830,000 Dah Sing Financial
Holdings................ 4,665,709
-----------------
INVESTMENT COMPANIES
1,204,000 Guangdong Investments..... 763,524
100,000 Investment Co. of China*.. 675,000
-----------------
1,438,524
-----------------
LEISURE
22,112,000 CDL Hotels International,
Ltd..................... 10,159,134
3,000,000 Hong Kong & Shanghai
Hotels, Ltd............. 4,232,024
6,422,000 Regal Hotels
International........... 1,562,530
-----------------
15,953,688
-----------------
LEISURE BROADCASTING
1,594,000 Television Broadcasts..... 7,364,731
-----------------
MANUFACTURING
1,250,000 Johnson Electric Holdings,
Ltd..................... 3,478,154
US$ 2,000M Johnson Electric Holdings,
Ltd. 4.5% due 11/5/00
(Conv.)................. 1,995,000
400,000 Wo Kee Hong Holdings...... 144,950
-----------------
5,618,104
-----------------
REAL ESTATE
4,000,000 Amoy Properties, Ltd...... 4,969,716
US$ 2,000M Amoy Properties, Ltd.
(Preferred)............. 1,950,000
5,966,000 Cheung Kong Holdings...... 28,722,783
9,250,000 Great Eagle Holdings Co... 5,267,381
2,500,000 Hang Lung Development
Co...................... 4,513,511
4,420,000 Henderson Investment,
Ltd..................... 4,061,448
1,500,000 Henderson Land
Development............. 9,803,541
3,000,000 Hong Kong Land Holdings,
Ltd..................... 7,687,529
US$ 2,500M Hong Kong Resorts 4.75%
due 10/18/00 (Conv.).... 2,825,000
7,096,000 Hopewell Holdings, Ltd.... 7,300,978
3,008,000 Hysan Development......... 8,019,465
2,000,000 New World Development Co.,
Ltd..................... 6,380,390
1,000,000 Ryoden Development Co..... 275,017
</TABLE>

43
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
4,003,500 Sun Hung Kai Properties,
Ltd..................... $ 30,569,770
5,940,000 Tai Cheung Holdings,
Ltd..................... 7,995,030
1,400,000 Wharf Holdings............ 5,526,220
-----------------
135,867,779
-----------------
RETAIL STORES
10,000,000 Dickson Concepts
International........... 7,765,181
-----------------
TELECOMMUNICATIONS
7,600,000 Champion Technology
Holdings................ 2,458,974
14,450,000 Hong Kong
Telecommunications,
Ltd..................... 30,950,393
8,300,000 S. Megga International
Holdings, Ltd........... 1,278,278
-----------------
34,687,645
-----------------
TRANSPORTATION
3,650,000 Cathay Pacific Airlines... 5,408,772
-----------------
UTILITIES
3,123,000 China Light & Power....... 16,247,942
4,012,631 Consolidated Electric
Power................... 9,373,607
103,771 Hong Kong & China Gas
Co...................... 196,750
466,000 Hong Kong & China Gas Co.
(Warrants due
12/31/95)*.............. 168,867
1,940,000 Hong Kong Electric
Holdings................ 6,101,103
-----------------
32,088,269
-----------------
TOTAL HONG KONG........... 363,112,539
-----------------
INDONESIA (6.8%)
AUTOMOTIVE
4,000,000 PT Gadjah Tunggal......... 6,817,920
-----------------
BANKING
1,533,500 PT Bank Indonesia Dagang
Nasional................ 2,967,039
2,400,000 PT Bank International
Indonesia............... 8,126,223
2,000,000 PT Panin Bank............. 3,501,094
-----------------
14,594,356
-----------------
BUILDING & CONSTRUCTION
US$ 3,770M PT Eka Gunatama Mandiri
4.0% due 10/4/97
(Conv.)................. 3,732,300
702,000 PT Semen Gresik........... 3,783,669
-----------------
7,515,969
-----------------
FINANCIAL SERVICES
5 Peregrine Indonesia
(Units)++............... 825,000
-----------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
US$ 3,850M Global Mark International
3.5% due 4/6/97
(Conv.)................. 4,196,500
3,932,500 PT Hanjaya Mandala
Sampoerna............... 19,021,652
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
650,000 PT Mayora Indah........... $ 3,593,228
1,890,000 PT Sinar Mas Agro Research
& Technology Corp....... 3,047,334
-----------------
29,858,714
-----------------
FOREST PRODUCTS, PAPER & PACKAGING
3,000,000 Pab K Tjiwi Kimia......... 7,739,261
31,000 PT Barito Pacific Timber.. 52,838
6,930,000 PT Indah Kiat Paper Co.... 8,220,546
2,000,000 PT Inti Indorayon Utama... 5,435,909
-----------------
21,448,554
-----------------
MISCELLANEOUS
1,112,000 PT United Tractors........ 2,868,686
-----------------
PHOTOGRAPHY
750,000 PT Modern Photography &
Film.................... 4,111,482
-----------------
REAL ESTATE
694,000 Modernland Realty, Ltd.... 2,429,759
4,905,500 PT Dharmala
International........... 6,722,959
954,000 PT Lippo Land
Development............. 1,626,074
1,104,000 PT Lippo Land (Rights)*... 457,722
-----------------
11,236,514
-----------------
TELECOMMUNICATIONS
1,250,000 Indosat................... 4,980,997
-----------------
TEXTILES
500,000 PT Indorama Synthetic..... 2,003,916
-----------------
WIRE & CABLE
335,500 PT Kabelmetal Indonesia... 482,984
-----------------
TOTAL INDONESIA........... 106,745,092
-----------------
JAPAN (14.2%)
AGRICULTURE
30,000 Yukiguni Maitake Co.,
Ltd..................... 1,018,519
-----------------
APPAREL
82,500 Goldwin, Inc.............. 882,716
-----------------
AUTOMOTIVE
18,500 Autobacs Seven Co......... 2,322,016
Y 255,000M Toyota Motor Corp. 1.2%
due 1/28/98 (Conv.)..... 2,912,037
-----------------
5,234,053
-----------------
BANKING
204,000 Asahi Bank, Ltd........... 2,245,679
148,000 Bank of Tokyo............. 2,268,724
92,000 Dai-Ichi Kangyo Bank...... 1,675,309
189,000 Mitsui Trust & Banking.... 2,177,778
60,000 Sanwa Bank, Ltd........... 1,253,086
163,000 Shizuoka Bank, Ltd........ 2,213,580
90,000 Sumitomo Bank, Ltd........ 1,685,185
142,000 Sumitomo Trust & Banking.. 2,059,877
-----------------
15,579,218
-----------------
BUILDING & CONSTRUCTION
60,000 Higashi Nihon House....... 1,617,284
30,000 Hosoda Corp............... 521,605
60,000 Kaneshita Construction.... 975,309
76,000 Maeda Road Construction... 1,462,140
20,000 Maezawa Kaisei
Industries.............. 1,296,296
</TABLE>

44
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
79,000 Raito Kogyo Co............ $ 1,739,300
40,000 Sankyo Frontier Co.,
Ltd..................... 1,436,214
111,000 Sumitomo Forestry......... 1,861,420
100,000 Takada Kiko Steel......... 1,023,663
20,000 Tone Geo Technology Co.,
Ltd..................... 808,642
35,000 Yokogawa Construction
Co...................... 770,576
-----------------
13,512,449
-----------------
BUSINESS SERVICES
30,000 Catena Corp............... 737,654
80,000 Dai Nippon Printing Co.... 1,481,481
80,000 Ichiken Co., Ltd.......... 1,193,416
27,000 Nippon Kanzai Co.......... 1,527,778
24,000 Nissin Co................. 1,918,519
45,000 Secom Co.................. 2,995,370
70,000 Tanseisha Co.............. 1,145,062
-----------------
10,999,280
-----------------
CHEMICALS
386,600 Mitsubishi Chemical
Corp.................... 2,275,054
73,000 Shin-Etsu Chemical Co..... 1,547,119
52,000 Shinto Paint Co........... 962,963
-----------------
4,785,136
-----------------
COMPUTER SERVICES
40,000 Enix Corp................. 1,514,403
60,000 Meitec Corp............... 1,234,568
20,000 Nintendo Co............... 1,119,342
55,000 Sumiya Co................. 1,001,543
-----------------
4,869,856
-----------------
COMPUTERS
230,000 Fujitsu, Ltd.............. 2,626,543
6,000 I-O Data Device, Inc...... 253,704
30,000 Japan Digital Laboratory
Co., Ltd................ 870,370
70,000 Nippon Computer System
Co...................... 993,827
44,000 Tecmo..................... 796,708
27,500 TKC Corp.................. 848,765
-----------------
6,389,917
-----------------
COMPUTERS - SYSTEMS
38,000 Daiwabo Information
Systems Co.............. 1,122,016
-----------------
CONGLOMERATES
122,000 Mitsubishi Corp........... 1,656,790
-----------------
ELECTRIC UTILITIES
68,000 Hokkaido Electric Power... 1,693,004
67,000 Kyushu Electric Power..... 1,681,893
-----------------
3,374,897
-----------------
ELECTRONICS
70,000 Aiwa Co................... 1,901,235
Y 100,000M Canon, Inc. 1.2% due
12/20/05 (Conv.)........ 1,224,280
Y 95,000M Canon, Inc. 1.3% due
12/19/08 (Conv.)........ 1,163,066
264,000 Hitachi, Ltd.............. 2,743,210
20,000 Katsuragawa Electric Co... 448,560
41,000 Kyocera Corp.............. 3,112,963
32,000 Mabuchi Motor Co.......... 2,442,798
55,000 Murata Manufacturing Co.,
Ltd..................... 2,240,741
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
35,000 Nihon Dempa Kogyo......... $ 1,260,288
77,000 Omron Corp................ 1,386,317
150,000 Sharp Corp................ 2,793,210
40,000 Sony Corp................. 2,432,099
41,000 Tokyo Electron............ 1,366,667
-----------------
24,515,434
-----------------
ENGINEERING & CONSTRUCTION
44,000 Meiden Engineering Co..... 769,547
30,000 Sanshin Corp.............. 527,778
-----------------
1,297,325
-----------------
ENVIRONMENTAL CONTROL
75,000 Suido Kiko Kaisha......... 1,087,963
-----------------
FINANCIAL SERVICES
143,000 Daiwa Securities.......... 2,074,383
48,400 Nichiei Co., Ltd.
(Kyoto)................. 3,112,140
102,000 Nomura Securities, Ltd.... 2,130,247
41,000 Promise Co., Ltd.......... 2,277,778
-----------------
9,594,548
-----------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
30,000 Aiya Co., Ltd............. 833,333
59,000 Amway Japan............... 1,905,967
101,000 Nippon Meat Packers....... 1,475,514
15,000 Plenus Co., Ltd........... 1,095,679
52,000 Sanyo Coca Cola Bottling.. 748,971
60,000 Stamina Foods, Inc........ 956,790
70,000 Steak Miya Co............. 1,065,844
55 Yoshinoya D & C Co.,
Ltd..................... 679,012
-----------------
8,761,110
-----------------
HEALTH & PERSONAL CARE
45,000 Hitachi Medical Corp...... 865,741
50,000 Kawasumi Laboratories,
Inc..................... 1,213,992
56,000 Uni-Charm Corp............ 1,463,374
-----------------
3,543,107
-----------------
HOUSEHOLD FURNISHINGS & APPLIANCES
27,600 Beltecno Corp............. 908,642
45,000 Noritz Corp............... 958,333
Y 120,000M Rinnai Corp. 1.8% due
9/30/98 (Conv.)......... 1,283,951
-----------------
3,150,926
-----------------
INSURANCE
168,000 Tokio Marine & Fire
Insurance............... 1,987,654
273,000 Yasuda Fire & Marine
Insurance............... 1,999,753
-----------------
3,987,407
-----------------
MACHINERY
60,000 Comson Corp............... 1,141,975
5,000 DMW Corp.................. 720,165
53,000 Fanuc, Ltd................ 2,562,757
50,000 Fuji Machine
Manufacturing........... 1,635,802
21,000 Keyence Corp.............. 2,527,778
72,000 Makita Corp............... 1,355,556
383,000 Minebea Co................ 3,313,817
270,000 Mitsubishi Heavy
Industries, Ltd......... 2,191,667
30,000 Sankyo Engineering........ 1,009,259
</TABLE>

45
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
60,000 Sansei Yusoki Co., Ltd.... $ 1,117,284
83,000 THK Co.................... 2,476,337
-----------------
20,052,397
-----------------
MANUFACTURED HOUSING
165,000 Daiwa House Industry...... 2,274,691
50,000 Nissei Building Kogyo..... 653,292
-----------------
2,927,983
-----------------
MANUFACTURING
45,000 Bridgestone Metalpha
Corp.................... 870,370
15,000 Kokusai Den............... 1,535,494
46,000 Nichiha Corp.............. 918,107
95,000 Nippon Electric Glass
Co...................... 2,052,469
143,000 Takara Standard Co........ 1,588,889
-----------------
6,965,329
-----------------
METALS & MINING
490,000 Kawasaki Steel Corp....... 2,288,683
286,000 Nippon Light Metal Co..... 2,089,095
560,000 Nippon Steel Corp......... 2,304,527
-----------------
6,682,305
-----------------
MISCELLANEOUS
19,500 Maruco Co., Ltd........... 1,368,210
4,000 Misumi Corp............... 173,663
116,000 Nippon Thompson Co........ 912,963
23,000 Yagi Corp................. 629,424
-----------------
3,084,260
-----------------
MULTI - INDUSTRY
55,000 Trusco Nakayama Corp...... 1,329,733
-----------------
NATURAL GAS
365,000 Tokyo Gas Co., Ltd........ 1,716,101
-----------------
OIL & RELATED
227,500 General Sekiyu............ 2,363,940
-----------------
PHARMACEUTICALS
102,000 Eisai Co., Ltd............ 1,741,975
SFr 900M Kuraya Corp. 0.5% due
3/31/98 (Conv.)......... 596,665
28,000 Ono Pharmaceutical Co..... 1,307,819
55,000 Santen Pharmaceutical
Co...................... 1,454,218
38,000 Seikagaku Corp............ 1,622,428
13,000 Towa Pharmaceutical Co.,
Ltd..................... 1,086,008
-----------------
7,809,113
-----------------
REAL ESTATE
60,000 Chubu Sekiwa Real Estate.. 858,025
60,000 Fuso Lexel, Inc........... 604,938
60,000 Kansai Sekiwa Real
Estate.................. 1,141,975
247,000 Mitsui Fudosan Co......... 2,769,856
88,000 Sekiwa Real Estate........ 1,032,099
-----------------
6,406,893
-----------------
RETAIL
20,000 Belluna Co., Ltd.......... 882,716
7,500 Fast Retailing Co.,
Ltd..................... 833,333
43,000 Ministop Co., Ltd......... 1,358,128
34,000 Mr. Max Corp.............. 902,469
25,700 Nissen Co................. 1,047,037
25,000 Nitori Co................. 990,226
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
40,000 Senshukai Co.............. $ 1,172,840
96,000 Shimano, Inc.............. 1,906,173
-----------------
9,092,922
-----------------
RETAIL STORES
50,000 Aoyama Trading Co......... 1,532,922
47,000 Home Wide Corp............ 1,015,432
Y 159,000M Izumi Co., Ltd. 1.7% due
8/30/02 (Conv.)......... 2,077,469
27,000 Kahma Co., Ltd............ 827,778
50,000 Kojitu Co., Ltd........... 709,877
40,000 Kuroganeya Co............. 823,045
50,000 Olympic Sports Co., Ltd... 792,181
55,000 Shimachu Co., Ltd......... 1,867,284
90,000 Tasaki Shinju Co.......... 1,231,481
15,000 Tsutsumi Jewelry.......... 1,413,580
50,000 Xebio Co.................. 2,057,613
-----------------
14,348,662
-----------------
TELECOMMUNICATIONS
66,000 C Cube Corp............... 767,284
330 DDI Corp.................. 2,980,864
158,000 Nippon Comsys Co.......... 2,308,230
75,000 Takamisawa Electric Co.... 771,605
40,000 Uniden Corp............... 1,164,609
-----------------
7,992,592
-----------------
TEXTILES
190,000 Kuraray Co................ 2,404,321
-----------------
TRANSPORTATION
470 East Japan Railway........ 2,335,494
256,000 Kamigumi Co............... 2,791,770
-----------------
5,127,264
-----------------
TOTAL JAPAN............... 223,666,482
-----------------
MALAYSIA (14.9%)
AIR TRANSPORT
1,200 Malaysian Helicopter
Services................ 2,957
-----------------
AUTOMOTIVE
1,200,000 Edaran Otomobil Nasional.. 8,541,259
-----------------
BANKING
US$ 2,700M Commerce Asset Holding
1.75% due 9/26/04
(Conv.) 144A**.......... 2,619,000
1,875,000 Hong Leong Bank Berhad.... 5,902,914
2,750,000 Malayan Banking Berhad.... 18,713,336
8,873,000 Public Bank Berhad........ 19,917,625
-----------------
47,152,875
-----------------
BUILDING & CONSTRUCTION
2,280,000 Hume Industries - Malayan
Berhad.................. 9,540,868
1,658,000 Kedah Cement Holdings
Berhad.................. 2,489,918
1,175,000 Metacorp Berhad........... 4,549,276
1,120,000 Nam Fatt Berhad........... 3,920,219
1,500,000 Sungei Way Holdings
Berhad.................. 5,924,912
250,000 Sungei Way Holdings Berhad
(Warrants due
6/29/99)*............... 408,682
</TABLE>

46
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
2,000,000 United Engineers Berhad... $ 10,793,899
1,250,000 United Engineers Berhad 4%
ICUL STK 5/22/99........ 596,402
-----------------
38,224,176
-----------------
CHEMICALS
750,000 Malaysian Oxygen.......... 2,082,519
-----------------
CONGLOMERATES
4,735,000 Renong Berhad............. 7,407,118
962,500 Sime Darby Berhad......... 2,653,745
-----------------
10,060,863
-----------------
CONSTRUCTION PLANT & EQUIPMENT
1,200,000 YTL Corp.................. 6,804,849
-----------------
ELECTRIC EQUIPMENT
750,000 Leader Universal
Holdings................ 4,165,037
-----------------
ELECTRIC UTILITIES
1,200,000 Tenaga Nasional Berhad.... 6,382,479
-----------------
ENTERTAINMENT
2,010,000 Genting Berhad............ 18,472,820
240,000 Genting Berhad (CLOB)..... 2,138,630
-----------------
20,611,450
-----------------
FINANCIAL SERVICES
1,539,000 Arab Malaysian Corp.
Berhad.................. 5,055,768
1,266,666 Arab Malaysian Finance
Berhad.................. 4,309,736
1,266,666 Arab Malaysian Finance
Berhad (Rights)*........ 178,334
2,069,500 Hong Leong Credit Berhad.. 12,302,073
3,113,000 Public Finance Berhad..... 6,452,444
3,500,000 Rashid Hussain Berhad..... 10,813,453
-----------------
39,111,808
-----------------
FOREST PRODUCTS, PAPER & PACKAGING
360,000 Aokam Perdana Berhad...... 2,970,669
US$ 1,780M Aokam Perdana Berhad 3.5%
due 6/13/04 (Conv.)..... 1,922,400
-----------------
4,893,069
-----------------
MANUFACTURING
703,000 O.Y.L. Industries Berhad.. 4,976,261
-----------------
MISCELLANEOUS
1,831,000 Taiping Consolidated
Berhad.................. 4,117,423
-----------------
MULTI - INDUSTRY
600,000 Time Engineering Berhad... 1,783,340
-----------------
PLANTATION
1,500,000 Kuala Lumpur Kepong
Berhad.................. 3,637,075
-----------------
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
REAL ESTATE
2,665,000 Land & General Berhad..... $ 13,132,186
US$ 1,000M Land & General Berhad 4.5%
due 7/26/04 (Conv.)..... 1,235,000
681,000 Sime Uep Properties
Berhad.................. 1,571,334
-----------------
15,938,520
-----------------
TELECOMMUNICATIONS
2,000,000 Telekom Malaysia.......... 16,190,849
-----------------
TOTAL MALAYSIA............ 234,676,809
-----------------
PAKISTAN (0.2%)
TELECOMMUNICATIONS
14,700 Pakistan Telecom*......... 2,396,100
-----------------
PHILIPPINES (2.8%)
BANKS - COMMERCIAL
145,530 Philippine National Bank.. 2,285,812
-----------------
BUILDING & CONSTRUCTION
399,900 Bacnotan Consolidated
Inc..................... 4,791,391
-----------------
CONGLOMERATES
1,800,000 First Philippine Holdings
(B Shares).............. 9,061,619
600,000 First Philippine Holdings
(Rights)*............... 1,105,518
1,490,940 Metro Pacific Corp. (Class
A)...................... 282,216
993,960 Metro Pacific Corp.
(Rights)*............... 96,073
-----------------
10,545,426
-----------------
ELECTRIC UTILITIES
196,830 Manila Electric Co. (B
Shares)................. 2,774,487
-----------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
1,420,000 San Miguel Corp. (B
Shares)................. 7,720,499
-----------------
PROPERTY
10,000,000 Belle Resources Corp. (B
Shares)................. 2,295,610
-----------------
REAL ESTATE
US$ 2,000M Filinvest Development
3.75% due 2/28/04
(Conv.)................. 1,760,000
15,000,000 Filinvest Land, Inc....... 6,796,214
-----------------
8,556,214
-----------------
TELECOMMUNICATIONS
82,000 Philippine Long Distance
Telephone............... 4,879,000
-----------------
TOTAL PHILIPPINES......... 43,848,439
-----------------
SINGAPORE (13.2%)
AUTOMOTIVE
918,000 Cycle and Carriage........ 8,430,039
-----------------
</TABLE>

47
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
BANKING
872,250 Development Bank of
Singapore, Ltd.......... $ 9,255,901
950,000 Overseas Chinese Banking
Corp., Ltd.............. 10,210,190
1,804,000 Overseas Union Bank....... 10,307,870
1,346,000 United Overseas Bank
Corp., Ltd.............. 14,740,902
-----------------
44,514,863
-----------------
CONGLOMERATES
1,529,000 Keppel Corp., Ltd......... 14,040,882
-----------------
ELECTRONICS
200,000 Creative Technology....... 2,875,000
2,784,000 Datapulse Technology,
Ltd..................... 1,145,718
1,070,000 Eltech Electronic......... 596,830
764,000 Venture Manufacturing,
Ltd..................... 1,850,105
-----------------
6,467,653
-----------------
ENGINEERING & CONSTRUCTION
915,000 Van Der Horst............. 4,107,884
-----------------
FINANCE
1,237,000 Hong Leong Finance, Ltd... 4,712,060
250,000 Hong Leong Finance, Ltd.
(Rights)*............... 319,706
-----------------
5,031,766
-----------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
800,000 Fraser & Neave Ltd........ 9,468,744
52,000 Fraser & Neave, Ltd.
(Warrants due
5/27/98)*............... 300,660
-----------------
9,769,404
-----------------
HOTELS
3,482,000 Marco Polo Developments,
Ltd..................... 6,158,221
1,268,000 Overseas Union
Enterprise.............. 8,107,748
1,822,000 Republic Hotels &
Resorts................. 3,346,303
-----------------
17,612,272
-----------------
METALS & MINING
1,626,000 Amtek Engineering, Ltd.... 3,119,053
-----------------
PUBLISHING
200,000 Singapore Press Holdings.. 3,659,615
-----------------
REAL ESTATE
148,000 Bukit Sembawang Estates... 3,261,819
3,794,400 City Developments, Ltd.... 22,326,073
3,000,000 DBS Land.................. 10,509,489
3,000,000 Liang Court Holdings,
Ltd..................... 3,285,491
1,542,000 Malayan Credit, Ltd....... 4,048,786
1,000,000 Singapore Land............ 6,428,134
3,000,000 United Overseas Land,
Ltd..................... 6,285,287
2,000,000 Wing Tai Holdings, Ltd.... 4,081,355
-----------------
60,226,434
-----------------
RETAIL STORES
750,000 Metro Holdings............ 3,443,643
-----------------
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
SHIPBUILDING
1,000,000 Far East Levingston....... $ 4,931,637
850,000 Jurong Shipyard, Ltd...... 7,632,134
1,000,000 Sembawang Maritime........ 4,795,592
-----------------
17,359,363
-----------------
TRANSPORTATION
1,020,000 Singapore International
Airline, Ltd............ 9,783,008
-----------------
TOTAL SINGAPORE........... 207,565,879
-----------------
SOUTH KOREA (5.5%)
AUTOMOTIVE
122,000 Hyundai Motor Co., Ltd.
(GDR)................... 2,623,000
232,000 Kai Motors Corp. (GDS).... 4,350,000
-----------------
6,973,000
-----------------
BANKING
102,670 Kangwon Bank.............. 1,159,385
53,852 Kangwon Bank (Rights)*.... 608,115
-----------------
1,767,500
-----------------
BUILDING & CONSTRUCTION
92,201 Dong-Ah Construction
Industries.............. 3,458,984
140,000 Dongbu Steel Co........... 5,533,250
76,880 Dongkuk Steel Mill Co..... 3,598,023
2,382 Sam Whan Camus Co......... 34,071
-----------------
12,624,328
-----------------
CHEMICALS
70,000 Pacific Chemical.......... 3,293,601
-----------------
ELECTRONICS
US$ 4,000M Daewoo Electronics 3.5%
due 12/31/07 (Conv.).... 5,680,000
5,562 Samsung Electronics
(GDR)................... 329,549
114,787 Samsung Electronics
(GDS)................... 6,801,130
-----------------
12,810,679
-----------------
FINANCIAL SERVICES
205,658 Sang Up Securities Co..... 4,670,527
-----------------
INVESTMENT COMPANIES
165,000 Clemente Korea Emerging
Growth Fund *........... 2,103,750
-----------------
MANUFACTURING
88,000 Kumho & Co., Inc.......... 1,413,300
-----------------
METALS & MINING
350,000 Poongsan Corp............. 8,212,045
-----------------
MULTI - INDUSTRY
SFr 2,750M Daewoo Corp. 3.25% due
12/31/97 (Conv.)........ 2,429,039
US$ 2,300M Daewoo Corp. 0.25% due
12/31/08 (Conv.)........ 2,472,500
US$ 3,215M Kolon International Corp.
1.0% due 12/31/08
(Conv.)................. 2,604,150
-----------------
7,505,689
-----------------
</TABLE>

48
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
OIL & RELATED
US$ 6,500M Sangyong Oil 3.75% due
12/31/08 (Conv.)........ $ 8,417,500
240,000 Yukong, Ltd. (GDS)........ 5,940,000
SFr 3,000M Yukong, Ltd. 1.0% due
12/31/98 (Conv.)........ 4,168,321
-----------------
18,525,821
-----------------
STEEL & IRON
112,700 Pohang Iron & Steel, Ltd.. 3,606,400
-----------------
TRANSPORTATION
84,460 Han Jin Transportation.... 3,709,034
-----------------
TOTAL SOUTH KOREA......... 87,215,674
-----------------
TAIWAN (4.0%)
BUILDING & CONSTRUCTION
220,179 Asia Cement (GDS)......... 3,934,599
SFr 3,000M Pacific Construction
2.125% due 10/1/98
(Conv.)................. 2,643,906
-----------------
6,578,505
-----------------
ELECTRONICS
208,220 Microelectronics
Technology.............. 2,498,640
US$ 3,900M United Micro Electronic
1.25% due 6/8/04
(Conv.)................. 5,460,000
-----------------
7,958,640
-----------------
FOOD MANUFACTURER
867 President Enterprise Corp.
(GDR)................... 16,040
-----------------
INVESTMENT COMPANIES
105,000 Formosa Growth Fund....... 1,548,750
515 Formosa Growth Fund
(Units)++............... 4,738,000
738,000 Invesco International
Taiwan Growth Fund...... 5,535,000
120 Taipei Fund............... 9,840,000
360,000 Taiwan Capital Fund....... 3,690,000
-----------------
25,351,750
-----------------
RETAIL
US$ 2,800M Far Eastern Dept Store
3.0% due 7/6/01 (Conv.)
- 144A**................ 2,737,000
-----------------
TEXTILES
US$ 5,150M Far Eastern Textile 4.0%
due 10/7/06 (Conv.)..... 5,536,250
261,836 Tuntex Distinct (GDS)..... 2,880,196
-----------------
8,416,446
-----------------
TRANSPORTATION
US$ 6,000M U-Ming Marine Holdings
1.5% due 2/7/01
(Conv.)................. 6,315,000
US$ 4,550M Yang Ming Marine 2.0% due
10/6/01 (Conv.)......... 4,914,000
-----------------
11,229,000
-----------------
TOTAL TAIWAN.............. 62,287,381
-----------------
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
THAILAND (10.9%)
AUTOMOTIVE
615,000 Swedish Motor Corp........ $ 4,591,579
-----------------
BANKING
486,200 Bangkok Bank.............. 5,269,297
3,000,000 Krung Thai Bank, Ltd...... 10,175,410
3,371,300 Siam City Bank............ 4,770,133
600,000 Siam Commercial Bank,
Ltd..................... 6,213,623
1,400,000 Thai Farmers Bank......... 12,363,023
2,793,400 Thai Military Bank,
Ltd..................... 13,006,639
-----------------
51,798,125
-----------------
BUILDING & CONSTRUCTION
1,805,000 NTS Steel Group Co.,
Ltd..................... 4,455,807
129,300 Siam Cement Co............ 7,463,308
396,000 Siam City Cement Co.,
Ltd..................... 8,519,890
757,000 Thai - German Ceramics
Industry Co............. 3,190,503
THB 3,523M Thai - German Ceramics
Industry Co. 3.0% due
7/8/99 (Units)++........ 938,694
317,070 Thai - German Ceramics
(Warrants due
7/8/99)*................ 594,991
880,000 Tipco Asphalt Co., Ltd.... 7,241,199
THB 5,900M Tipco Asphalt Co. 3.875%
due 2/28/99............. 167,529
47,200 Tipco Asphalt Co (Warrants
due 12/31/98)*.......... 270,927
-----------------
32,842,848
-----------------
FINANCIAL SERVICES
715,000 General Finance
Securities.............. 7,921,166
54,600 Phatra Thanakit Co.,
Ltd..................... 561,056
US$ 1,900M Phatra Thanakit Co., Ltd.
3.5% due 12/13/03
(Conv.)................. 2,603,000
218,400 Phatra Thanakit
(Rights)*............... 2,156,561
300,000 Securities One, Ltd....... 9,392,687
-----------------
22,634,470
-----------------
FOOD, BEVERAGE, TOBACCO & HOUSEHOLD PRODUCTS
516,000 CP Feedmill Co............ 3,748,886
-----------------
FOREST PRODUCTS, PAPER & PACKAGING
1,110,000 Siam Pulp & Paper Co...... 3,920,845
-----------------
FURNITURE
747,000 Modernform Group Co.,
Ltd..................... 1,559,185
-----------------
INVESTMENT COMPANIES
9,840,300 Ruang Khao Fund 2......... 5,529,812
-----------------
LEISURE
3,100,570 Dusit Thani Corp.......... 4,604,869
-----------------
METALS & MINING
146,000 Ban Pu Coal Co., Ltd...... 3,703,769
1,250,000 Sahaviriya Steel
Industries.............. 3,135,913
-----------------
6,839,682
-----------------
</TABLE>

49
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL
AMOUNT VALUE
- ----------------- -----------------
<C> <S> <C>
REAL ESTATE
250,000 Juldis Development Co.,
Ltd..................... $ 1,344,679
365,700 Land & House Co........... 7,515,691
US$ 1,000M Land & House Co. 5.0% due
4/29/03 (Conv.)......... 1,560,000
445,000 MDX Co., Ltd.............. 2,500,702
621,600 Quality House Co., Ltd.... 4,566,002
-----------------
17,487,074
-----------------
TELECOMMUNICATIONS
263,500 Advanced Information
Services................ 4,653,795
343,000 Jasmine International..... 6,760,045
96,000 United Communication,
Inc..................... 2,836,110
-----------------
14,249,950
-----------------
TRANSPORTATION
104,000 Regional Container Line... 2,062,217
-----------------
TOTAL THAILAND............ 171,869,542
-----------------
TOTAL COMMON STOCKS,
PREFERRED STOCKS,
WARRANTS, RIGHTS AND
BONDS (IDENTIFIED COST
$1,330,625,567)......... 1,545,484,809
-----------------
COMMERCIAL PAPER (A)(1.4%)
UNITED STATES (1.4%)
AUTOMOTIVE FINANCE
US$ 21,900M Ford Motor Credit Co. 4.7%
due 11/1/94 (Amortized
Cost $21,900,000)....... 21,900,000
-----------------
</TABLE>

<TABLE>
<CAPTION>
CURRENCY EXPIRATION
AMOUNT DATE/EXERCISE
(IN THOUSANDS) PRICE VALUE
- -------------- ----------------------------- -----------------
<C> <S> <C>
PURCHASED PUT OPTIONS ON FOREIGN CURRENCY (0.1%)
Y 1,001,300 November 4, 1994/Y 100.13.... $ 1,000
Y 6,616,920 December 28, 1994/Y 98.76.... 549,400
Y 6,026,800 December 28, 1994/Y 98.80.... 347,700
Y 6,619,600 December 28, 1994/Y 98.80.... 314,900
-----------------
TOTAL PURCHASED PUT OPTIONS
ON FOREIGN CURRENCY
(IDENTIFIED COST
$4,026,000)................ 1,213,000
-----------------
TOTAL INVESTMENTS (IDENTIFIED
COST $1,356,551,567) (B).... 99.8% $ 1,568,597,809
CASH AND OTHER ASSETS IN
EXCESS OF LIABILITIES....... 0.2 1,989,928
---------- ---------------
NET ASSETS.................... 100.0% $ 1,570,587,737
---------- ---------------
---------- ---------------
<FN>
- ------------------
++ CONSISTS OF ONE OR MORE CLASS OF SECURITIES TRADED TOGETHER AS A UNIT;
GENERALLY BONDS WITH ATTACHED STOCKS/WARRANTS.
* NON-INCOME PRODUCING SECURITY.
** RESALE IS RESTRICTED TO QUALIFIED INSTITUTIONAL INVESTORS.
ADR AMERICAN DEPOSITORY RECEIPT.
GDR GLOBAL DEPOSITORY RECEIPT.
GDS GLOBAL DEPOSITORY SHARE.
(A) COMMERCIAL PAPER WAS PURCHASED ON A DISCOUNT BASIS. THE INTEREST RATE
SHOWN HAS BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $1,378,817,759; THE
AGGREGATE GROSS UNREALIZED APPRECIATION IS $255,072,245 AND THE AGGREGATE
GROSS UNREALIZED DEPRECIATION IS $65,292,195, RESULTING IN NET UNREALIZED
DEPRECIATION OF $189,780,050.
</TABLE>

FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT OCTOBER 31, 1994:

<TABLE>
<CAPTION>
UNREALIZED
CONTRACTS DELIVERY APPRECIATION/
TO DELIVER IN EXCHANGE FOR DATE (DEPRECIATION)
- ---------------- ------------------- --------- -------------
<S> <C> <C> <C>
Y 12,910,934 US$ 133,144 11/ 1/94 $ 315
US$ 94,629 Y 9,176,190 11/ 1/94 (224)
US$ 3,032,132 THB 75,409,126 11/ 1/94 (5,234)
US$ 6,262,185 IDR 13,593,637,025 11/ 3/94 --
US$ 371,532 MYR 950,007 11/ 3/94 --
US$ 87,304 THB 2,184,000 11/ 4/94 361
US$ 494,598 MYR 1,266,666 11/ 8/94 774
US$ 1,421,895 IDR 3,091,200,000 11/18/94 2,129
-------------
Net Unrealized Depreciation... $ (1,879)
-------------
-------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

50
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
SUMMARY OF INVESTMENTS BY INDUSTRY CLASSIFICATION OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PERCENT OF
INDUSTRY VALUE NET ASSETS
- ------------------------------------------------------------- -------------- -------------
<S> <C> <C>
Agriculture.................................................. $ 1,018,519 0.1%
Air Transport................................................ 2,957 0.0
Apparel...................................................... 882,716 0.1
Automotive................................................... 40,587,850 2.6
Automotive Finance........................................... 21,900,000 1.4
Banking...................................................... 219,292,141 14.0
Banks - Commercial........................................... 2,285,812 0.1
Building & Construction...................................... 125,001,469 8.0
Building Materials........................................... 287,500 0.0
Business Services............................................ 10,999,280 0.7
Chemicals.................................................... 11,713,322 0.7
Computer Services............................................ 5,652,084 0.4
Computers.................................................... 6,389,917 0.4
Computers - Systems.......................................... 1,122,016 0.1
Conglomerates................................................ 101,398,210 6.5
Construction Plant & Equipment............................... 6,804,849 0.4
Electric Equipment........................................... 4,165,037 0.3
Electric Utilities........................................... 15,993,363 1.0
Electronics.................................................. 51,752,406 3.3
Engineering & Construction................................... 5,405,209 0.3
Entertainment................................................ 20,611,450 1.3
Environmental Control........................................ 1,087,963 0.1
Finance...................................................... 9,697,475 0.6
Financial Services........................................... 76,836,353 4.9
Food, Beverage, Tobacco & Household Products................. 62,067,253 3.9
Food Manufacturer............................................ 16,040 0.0
Foreign Currency Put Options................................. 1,213,000 0.1
Forest Products, Paper & Packaging........................... 30,262,468 1.9
Furniture.................................................... 1,559,185 0.1
Health & Personal Care....................................... 3,543,107 0.2
Hotels....................................................... 17,612,272 1.1
Household Furnishings & Appliances........................... 3,150,926 0.2
Insurance.................................................... 3,987,407 0.3
Investment Companies......................................... 34,423,836 2.2
Leisure...................................................... 21,983,965 1.4
Leisure Broadcasting......................................... 7,364,731 0.5
Machinery.................................................... 20,052,397 1.3
Manufactured Housing......................................... 2,927,983 0.2
Manufacturing................................................ 18,972,994 1.2
</TABLE>

51
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
SUMMARY OF INVESTMENTS BY INDUSTRY CLASSIFICATION OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT OF
INDUSTRY VALUE NET ASSETS
- ------------------------------------------------------------- -------------- -------------
<S> <C> <C>
Metals & Mining.............................................. $ 36,436,920 2.3%
Miscellaneous................................................ 10,070,369 0.6
Multi-Industry............................................... 13,047,895 0.8
Natural Gas.................................................. 1,716,101 0.1
Oil & Related................................................ 27,556,513 1.8
Pharmaceuticals.............................................. 7,809,113 0.5
Photography.................................................. 4,111,482 0.3
Plantation................................................... 3,637,075 0.2
Property..................................................... 2,295,610 0.1
Publishing................................................... 3,659,615 0.2
Real Estate.................................................. 255,719,428 16.3
Retail....................................................... 11,829,922 0.8
Retail Stores................................................ 25,557,486 1.6
Shipbuilding................................................. 17,359,363 1.1
Steel & Iron................................................. 3,606,400 0.2
Telecommunications........................................... 85,377,133 5.4
Textiles..................................................... 12,824,683 0.8
Transportation............................................... 43,385,986 2.8
Utilities.................................................... 32,088,269 2.0
Wire & Cable................................................. 482,984 0.0
-------------- -----
$1,568,597,809 99.8%
-------------- -----
-------------- -----
</TABLE>

SUMMARY OF INVESTMENTS BY TYPE OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TYPE OF INVESTMENT
- --------------------------------------------------------------
<S> <C> <C>
Bonds......................................................... $ 90,537,057 5.7%
Commercial Paper.............................................. 21,900,000 1.4
Common and Preferred Stocks................................... 1,448,281,596 92.2
Put Options................................................... 1,213,000 0.1
Rights........................................................ 4,922,029 0.3
Warrants...................................................... 1,744,127 0.1
-------------- -----
$1,568,597,809 99.8%
-------------- -----
-------------- -----
</TABLE>

52
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value
(identified cost $1,356,551,567) (Note
1).................................... $ 1,568,597,809
Cash (including $6,346,843 in foreign
currency)............................. 6,615,555
Receivable for:
Capital stock sold.................... 7,694,151
Investments sold (Note 4)............. 6,287,994
Dividends............................. 1,649,380
Interest.............................. 944,688
Deferred organizational expenses (Note
1).................................... 30,755
Prepaid expenses and other assets....... 28,414
---------------
TOTAL ASSETS.................... 1,591,848,746
---------------
LIABILITIES:
Payable for:
Investments purchased (Note 4)........ 15,464,829
Investment management fee (Note 2).... 1,277,179
Capital stock repurchased............. 1,274,680
Plan of distribution fee (Note 3)..... 1,215,823
Accrued expenses and other payables
(Note 4).............................. 2,028,498
---------------
TOTAL LIABILITIES............... 21,261,009
---------------
NET ASSETS:
Paid-in-capital......................... 1,309,724,534
Net unrealized appreciation............. 212,064,254
Accumulated net investment loss......... (21,875,178)
Accumulated undistributed net realized
gains................................. 70,674,127
---------------
NET ASSETS...................... $ 1,570,587,737
---------------
---------------
NET ASSET VALUE PER SHARE, 72,702,299
shares outstanding (200,000,000 shares
authorized of $.01 par value).........
$21.60
---------------
---------------
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1994

<TABLE>
<S> <C>
INVESTMENT INCOME:
INCOME
Dividends (net of $2,456,421 foreign
withholding tax)..................... $ 19,349,457
Interest (net of $13,801 foreign
withholding tax)..................... 1,697,795
------------
TOTAL INCOME....................... 21,047,252
------------
EXPENSES
Investment management fee (Note 2)..... 12,209,230
Plan of distribution fee (Note 3)...... 11,170,369
Custodian fees......................... 3,597,030
Transfer agent fees and expenses (Note
4)................................... 1,887,640
Registration fees...................... 475,593
Shareholder reports and notices........ 129,309
Professional fees...................... 67,835
Directors' fees and expenses (Note
4)................................... 33,989
Organizational expenses (Note 1)....... 28,419
Other.................................. 10,087
------------
TOTAL EXPENSES..................... 29,609,501
------------
NET INVESTMENT LOSS.............. (8,562,249)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
(Note 1):
Net realized gain (loss) on:
Investments.......................... 64,027,772
Foreign exchange transactions........ (388,218)
------------
63,639,554
------------
Net change in unrealized appreciation
on:
Investments.......................... 31,369,967
Translation of other assets and
liabilities denominated in foreign
currencies......................... 29,867
------------
31,399,834
------------
NET GAIN ON INVESTMENTS............ 95,039,388
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS...... $ 86,477,139
------------
------------
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED
OCTOBER 31,1994 OCTOBER 31, 1993
------------------ ------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment loss................................................... $ (8,562,249) $ (1,430,412)
Net realized gain..................................................... 63,639,554 9,710,201
Net change in unrealized appreciation................................. 31,399,834 165,227,866
------------------ ------------------
Net increase in net assets resulting from operations.............. 86,477,139 173,507,655
Distributions to shareholders from net realized gain.................... (13,872,858) (29,883)
Net increase from capital stock transactions (Note 5)................... 803,593,702 344,121,450
------------------ ------------------
Total increase.................................................... 876,197,983 517,599,222
NET ASSETS:
Beginning of period..................................................... 694,389,754 176,790,532
------------------ ------------------
END OF PERIOD (including accumulated net investment loss of $21,875,178
and $2,810,484, respectively).......................................... $ 1,570,587,737 $ 694,389,754
------------------ ------------------
------------------ ------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

53
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1. ORGANIZATION AND ACCOUNTING POLICIES -- Dean Witter Pacific Growth Fund Inc.
(the "Fund") is registered under the Investment Company Act of 1940, as amended
(the "Act"), as a diversified, open-end management investment company. The Fund
was incorporated in Maryland on June 13, 1990 and commenced operations on
November 30, 1990.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS -- (1) an equity security listed or traded on
the New York or American Stock Exchange or other domestic or foreign stock
exchange is valued at its latest sale price on that exchange prior to the
time when assets are valued; if there were no sales that day, the security
is valued at the latest bid price (in cases where securities are traded on
more than one exchange, the securities are valued on the exchange designated
as the primary market by the Directors); (2) listed options are valued at
the latest sale price on the exchange on which they are listed unless no
sales of such options have taken place that day, in which case they will be
valued at the mean between their latest bid and asked price; (3) all other
portfolio securities for which over-the-counter market quotations are
readily available are valued at the latest available bid price prior to the
time of valuation; (4) when market quotations are not readily available,
including circumstances under which it is determined by the Investment
Manager that sale and 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 Directors (valuation of debt securities for which market quotations
are not readily available may be based upon current market prices of
securities which are comparable in coupon, rating and maturity or an
appropriate matrix utilizing similar factors); (5) short-term debt
securities having a maturity date of more than sixty days at time of
purchase are valued on a mark-to-market basis and thereafter at amortized
cost based on their value on the 61st day. Short-term debt securities having
a maturity date of sixty days or less at the time of purchase are valued at
amortized cost; and (6) the value of other assets will be determined in good
faith at their fair value under procedures established by and under the
general supervision of the Directors.

B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on
the trade date (date the order to buy or sell is executed). Realized gains
and losses on security transactions are determined on the identified cost
method. 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.
Interest income is accrued daily and includes amortization of discounts of
certain short-term securities.

C. OPTION ACCOUNTING PRINCIPLES -- When the Fund writes a call option, an
amount equal to the premium received is included in the Statement of Assets
and Liabilities as a liability which is subsequently marked-to-market to
reflect the current market value of the option written. If a written option
either expires or the Fund enters into a closing purchase transaction, the
Fund realizes a gain or loss without regard to any unrealized gain or loss
on the underlying security or currency and the liability related to such
option is extinguished. If a written call option is exercised, the Fund
realizes a gain or loss from the sale of the underlying security or currency
and the proceeds from such sale are increased by the premium originally
received.

54
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

When the Fund purchases a call or put option, the premium paid is
recorded as an investment and is subsequently marked-to-market to reflect
the current market value. If a purchased option expires, the Fund will
realize a loss to the extent of the premium paid. If the Fund enters into a
closing sale transaction, a gain or loss is realized for the difference
between the proceeds from the sale and the cost of the option. If a put
option is exercised, the cost of the security or currency sold upon exercise
will be increased by the premium originally paid. If a call option is
exercised, the cost of the security purchased upon exercise will be
increased by the premium originally paid.

D. FOREIGN CURRENCY TRANSLATION -- The books and records of the Fund are
maintained in U.S. dollars as follows: (1) the foreign currency market value
of investment securities, other assets and liabilities and forward contracts
are translated at the exchange rates prevailing at the end of the period;
and (2) purchases, sales, income and expenses are translated at the exchange
rates prevailing on the respective dates of such transactions. The resultant
exchange gains and losses are included in the Statement of Operations as
realized or unrealized gain/loss on foreign exchange transactions. Pursuant
to U.S. Federal income tax regulations, certain foreign exchange gains/
losses included in realized and unrealized gain/loss in the statement of
operations are included in or are a reduction of ordinary income for federal
income tax purposes. The Fund does not isolate that portion of the results
of operations arising as a result of changes in the foreign exchange rates
from the changes in the market prices of the securities.

E. FORWARD FOREIGN CURRENCY CONTRACTS -- The Fund may enter into forward
foreign currency contracts as a hedge against fluctuations in foreign
exchange rates. Forward contracts are valued daily at the appropriate
exchange rates. The resultant exchange gains and losses are included in the
Statement of Operations as unrealized gain/loss on foreign exchange
transactions. The Fund records realized gains or losses on delivery of the
currency or at the time the contract is extinguished (compensated) by
entering into a closing transaction prior to delivery.

F. FEDERAL INCOME TAX STATUS -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, no federal income tax provision is required.

G. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund records
dividends and distributions to its shareholders on the ex-dividend date. The
amount of dividends and distributions from net investment income and net
realized capital gains are determined in accordance with federal income tax
regulations, which may differ from generally accepted accounting principles.
These "book/tax" differences are either considered temporary or permanent in
nature. To the extent these differences are permanent in nature, such
amounts are reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require reclassification.
Dividends and distributions which exceed net investment income and net
realized capital gains for financial reporting purposes but not for tax
purposes are reported as dividends in excess of net investment income or
distributions in excess of net realized capital gains. To the extent they
exceed net investment income and net realized capital gains for tax
purposes, they are reported as distributions of paid-in-capital.

H. ORGANIZATIONAL EXPENSES -- Dean Witter InterCapital Inc. (the
"Investment Manager") paid the
organizational expenses of the Fund in the amount of approximately $142,000
which have been fully

55
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

reimbursed by the Fund. Such expenses have been deferred and are being amortized
by the Fund on the straight-line method over a period not to exceed five years
from the commencement of operations.

2. INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS -- Pursuant to an
Investment Man-
agement Agreement, the Fund pays its Investment Manager a management fee,
accrued daily and payable monthly, by applying the annual rate of 1.0% to the
net assets of the Fund determined as of the close of each business day.
Effective May 1, 1994, the Agreement was amended to reduce the annual fee to
0.95% of the portion of daily net assets in excess of $1 billion.

Under the terms of the Agreement, in addition to managing the Fund's
investments, the Investment Manager maintains certain of the Fund's books and
records and furnishes, at its own expense, office space, facilities, equipment,
clerical, bookkeeping and certain legal services and pays the salaries of all
personnel, including officers of the Fund who are employees of the Investment
Manager. The Investment Manager also bears the cost of telephone services, heat,
light, power and other utilities provided to the Fund.

Under a Sub-Advisory Agreement between Morgan Grenfell Investment Services
Limited (the "Sub-Advisor") and the Investment Manager, the Sub-Advisor provides
the Fund with investment advice and portfolio management relating to the Fund's
investments in securities, subject to the overall supervision of the Investment
Manager. As compensation for its services provided pursuant to the Sub-Advisory
Agreement, the Investment Manager pays the Sub-Advisor monthly compensation
equal to 40% of its monthly compensation.

3. PLAN OF DISTRIBUTION -- Shares of the Fund are distributed by Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager.
The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1
under the Act pursuant to which the Fund pays the Distributor compensation,
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
Fund's inception (not including reinvestment of dividend or capital gain
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 upon which such charge has been waived; or (b)
the Fund's average daily net assets. Amounts paid under the Plan are paid to the
Distributor to compensate it for the services provided and the expenses borne by
it 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 the account executives of Dean Witter Reynolds Inc., an affiliate of
the Investment Manager and Distributor, and other employees or selected dealers
who engage in or support distribution of the Fund's shares or who service
shareholder's 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 be compensated under the Plan for its opportunity costs in
advancing such amounts, which compensation would be in the form of a carrying
charge on any unreimbursed expenses incurred by the Distributor.

56
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

Provided that the Plan continues in effect, any cumulative expenses incurred
but not yet recovered, may be recovered through future distribution fees from
the Fund and contingent deferred sales charges from the Fund's shareholders.

The Distributor has informed the Fund that for the year ended October 31,
1994, it received approximately $2,068,000 in contingent deferred sales charges
from certain redemptions of the Fund's shares. The Fund's shareholders pay such
charges which are not an expense of the Fund.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The cost of
purchases and proceeds from sales of portfolio securities, excluding short-term
investments, for the year ended October 31, 1994 aggregated $1,188,085,486 and
$428,343,185, respectively.

For the year ended October 31, 1994, the Fund incurred $1,715,713 in
brokerage commissions with affiliates of Morgan Grenfell for portfolio
transactions executed on behalf of the Fund. At October 31, 1994, the Fund's
receivable for investments sold and payable for investments purchased included
unsettled trades with Morgan Grenfell of $305,425 and $7,838,162, respectively.

Dean Witter Trust Company, an affiliate of the Investment Manager and
Distributor, is the Fund's transfer agent. At October 31, 1994, the Fund had
transfer agent fees and expenses payable of approximately $367,000.

On January 1, 1994, the Fund adopted an unfunded noncontributory defined
benefit pension plan covering all independent Directors of the Fund who will
have served as independent Directors for at least five years at the time of
retirement. Benefits under this plan are based on years of service and
compensation during the last five years of service. Aggregate pension costs for
the year ended October 31, 1994, included in Directors' fees and expenses in the
Statement of Operations, amounted to $10,032. At October 31, 1994, the Fund had
an accrued pension liability of $13,080 which is included in accrued expenses in
the Statement of Assets and Liabilities.

5. CAPITAL STOCK -- Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED
OCTOBER 31, 1994 OCTOBER 31, 1993
---------------------------------- -------------------------------
SHARES AMOUNT SHARES AMOUNT
-------------- ------------------ ------------- ----------------
<S> <C> <C> <C> <C>
Sold......................................... 54,026,401 $ 1,146,362,977 25,051,232 $ 403,642,713
Reinvestment of distributions................ 577,238 12,878,176 2,334 28,148
-------------- ------------------ ------------- ----------------
54,603,639 1,159,241,153 25,053,566 403,670,861
Repurchased.................................. (16,968,849) (355,647,451) (3,920,342) (59,549,411)
-------------- ------------------ ------------- ----------------
Net increase................................. 37,634,790 $ 803,593,702 21,133,224 $ 344,121,450
-------------- ------------------ ------------- ----------------
-------------- ------------------ ------------- ----------------
</TABLE>

6. FEDERAL INCOME TAX STATUS -- As of October 31, 1994, the Fund had temporary
book/tax differ-
ences primarily attributable to the mark-to-market of passive foreign investment
companies and permanent book/tax differences primarily attributable to foreign
currency losses, dividend redesignations and offsetting of net realized capital
gains with a net operating loss. To reflect cumulative reclassifications arising
from permanent book/tax differences as of October 31, 1993, accumulated net
investment loss was charged $1,472,266, paid-in-capital was charged $121 and
accumulated undistributed net realized gains was credited $1,472,387. To reflect
reclassifications arising from permanent book/tax differences

57
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

for the year ended October 31, 1994, accumulated net investment loss was charged
and accumulated undistributed net realized gains was credited $10,502,445.

7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK -- As of October 31, 1994,
the Fund had outstanding forward foreign currency contracts ("forward
contracts") as a hedge against changes in foreign exchange rates. Forward
contracts involve elements of market risk in excess of the amount reflected in
the Statement of Assets and Liabilities. The Fund bears the risk of an
unfavorable change in the foreign exchange rates underlying the forward
contracts. Risks may also arise upon entering into these contracts from the
potential inability of the counterparties to meet the terms of their contracts.

58
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Selected ratios and data for a share of capital stock outstanding through each
period:

<TABLE>
<CAPTION>
FOR THE
PERIOD
FOR THE YEAR ENDED OCTOBER NOVEMBER 30,
31, 1990* THROUGH
---------------------------- OCTOBER 31,
1994 1993 1992** 1991
-------- -------- -------- -------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
of period................ $19.80 $12.69 $11.72 $10.00
-------- -------- -------- -------------
Net investment income
(loss)................... (0.10) (0.04) (0.01) 0.06
Net realized and
unrealized gain.......... 2.22 7.15 1.14 1.69
-------- -------- -------- -------------
Total from investment
operations............... 2.12 7.11 1.13 1.75
-------- -------- -------- -------------
Less dividends and
distributions from:
Net investment income... -- -- (0.01) (0.03)
Capital gains........... (0.32) -- (0.15) --
-------- -------- -------- -------------
Total dividends and
distributions............ (0.32) -- (0.16) (0.03)
-------- -------- -------- -------------
Net asset value, end of
period................... $21.60 $19.80 $12.69 $11.72
-------- -------- -------- -------------
-------- -------- -------- -------------
TOTAL INVESTMENT
RETURN+.................. 10.69% 56.13% 9.86% 17.54%(1)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)........... $1,570,588 $694,390 $176,791 $ 85,701
Ratios to average net
assets:
Expenses................ 2.41% 2.38% 2.77% 2.43%(2)(3)
Net investment income
(loss)................. (0.70)% (0.46)% (0.30)% 0.61%(2)(3)
Portfolio turnover rate... 35% 30% 73% 70%(1)
<FN>
- ------------------------
* COMMENCEMENT OF OPERATIONS.
** NET INVESTMENT LOSS WAS COMPUTED BASED UPON MONTHLY AVERAGE SHARES
OUTSTANDING.
+ DOES NOT REFLECT THE DEDUCTION OF SALES LOAD.
(1) NOT ANNUALIZED.
(2) ANNUALIZED.
(3) IF THE FUND HAD BORNE ALL EXPENSES THAT WERE ASSUMED OR WAIVED BY THE
INVESTMENT MANAGER, THE ABOVE ANNUALIZED EXPENSE RATIO WOULD HAVE BEEN
2.83% AND THE ABOVE ANNUALIZED NET INVESTMENT INCOME RATIO WOULD HAVE BEEN
0.22%.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

59
<PAGE>

DEAN WITTER PACIFIC GROWTH FUND INC.
REPORT OF INDEPENDENT ACCOUNTANTS

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

To the Shareholders and Board of Directors of Dean Witter Pacific Growth Fund
Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Dean Witter Pacific Growth Fund
Inc. (the "Fund") at October 31, 1994, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the three years in
the period then ended and for the period November 30, 1990 (commencement of
operations) through October 31, 1991, in conformity with generally accepted
accounting principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Fund's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities owned at October 31, 1994 by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, New York

December 22, 1994

1994 FEDERAL TAX NOTICE (UNAUDITED)

During the year ended October 31, 1994, the Fund paid to
shareholders $0.081481 per share from long-term capital gains.