<PAGE>
SUPPLEMENT TO THE PROSPECTUS OF
DEAN WITTER PACIFIC GROWTH FUND INC.
DATED JANUARY 30, 1998
THE FUND AND ITS MANAGEMENT. In May 1998 Morgan Grenfell advised the Board
of Directors of the Fund and InterCapital of its resignation as Sub-Adviser to
the Fund, effective at the close of business on October 31, 1998.
On June 2, 1998, the Board of Directors unanimously recommended that a new
Sub-Advisory Agreement with Morgan Stanley Asset Management Inc. ("MSAM"), an
affiliate of InterCapital, be submitted to shareholders for approval at a
special meeting expected to be held in August 1998. Under the new Sub-Advisory
Agreement, MSAM will provide the Fund with investment advice and portfolio
management relating to the Fund's investments, subject to the overall
supervision of InterCapital, the Fund's Investment Manager, and will receive a
fee from InterCapital equal to 40% of InterCapital's investment management fee.
The new Sub-Advisory Agreement is identical to the current Sub-Advisory
Agreement, except for: (1) the dates of effectiveness and termination; (2) the
deletion of a provision pursuant to which Morgan Grenfell and its affiliates
were prohibited from acting as investment adviser or sub-adviser to funds that
are similar to the Fund; and (3) deletion of a provision which requires the sub-
adviser to obtain prior approval of InterCapital regarding certain allocations
of Fund assets among countries. If approved, the new Sub-Advisory Agreement
would take effect on November 1, 1998.
At the same time that the new Sub-Advisory Agreement takes effect,
InterCapital and the Fund will amend the Investment Management Agreement between
InterCapital and the Fund to reduce the fee paid by the Fund to InterCapital
under the Agreement by 0.05% of the Fund's daily net assets, resulting in the
following fee schedule: 0.95% of the portion of daily net assets not exceeding
$1 billion; 0.90% of the portion of daily net assets exceeding $1 billion but
not exceeding $2 billion; and 0.85% of the portion of daily net assets exceeding
$2 billion.
MSAM, like InterCapital, is a wholly-owned subsidiary of Morgan Stanley Dean
Witter Co., a preeminent global financial services firm that maintains leading
market positions in each of three primary businesses--securities, asset
management, and credit services. MSAM serves in various portfolio management and
similar capacities to investment companies and pension plans and other
institutional investors.
Capitalized terms in this supplement are defined in the Prospectus unless
otherwise defined herein.
June 2, 1998
