WITTER DEAN SHORT TERM US TREASURY TRUST, 497, 1994-08-03

WITTER DEAN SHORT TERM US TREASURY TRUST
497, 1994-08-03

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<PAGE>
Filed Pursuant to Rule 497(c)
Registration File No.: 33-41187
PROSPECTUS
JULY 28, 1994

Dean Witter Short-Term U.S. Treasury Trust (the "Fund") is an open-end
diversified management investment company whose investment objective is
current income, preservation of principal and liquidity. The Fund seeks to
achieve its objective by investing all of its assets in U.S. Treasury
securities backed by the full faith and credit of the U.S. Government. (See
"Investment Objective and Policies.") Shares of the Fund are not issued,
insured or guaranteed, as to value or yield, by the U.S. Government or its
agencies or instrumentalities.

Shares of the Fund are sold and redeemed at net asset value without the
imposition of a sales charge. The Fund is authorized to reimburse specific
expenses incurred in promoting the distribution of the Fund's shares,
including personal services to shareholders and maintenance of shareholder
accounts, in accordance with a Plan of Distribution pursuant to Rule 12b-1
under the Investment Company Act of 1940. Reimbursement may in no event
exceed an amount equal to payments at the annual rate of 0.35% of the average
daily net assets of the Fund.

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 July 28, 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 below. The Statement of Additional Information is incorporated
herein by reference.

Dean Witter
Short-Term U.S. Treasury Trust
Two World Trade Center
New York, New York 10048
(212) 392-2550
(800) 526-3143

TABLE OF CONTENTS

Prospectus Summary/ 2
Summary of Fund Expenses/ 3
Financial Highlights/ 3
The Fund and its Management/ 4
Investment Objective and Policies/ 4
Purchase of Fund Shares/ 6
Shareholder Services/ 8
Redemptions and Repurchases/ 11
Dividends, Distributions and Taxes/ 13
Performance Information/ 14
Additional Information/ 15
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 DISTRIBUTORS INC.
DISTRIBUTOR

<PAGE>

PROSPECTUS SUMMARY
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
The The Fund is organized as a Trust, commonly known as a Massachusetts business trust, and is an open-end
Fund diversified management investment company investing in U.S. Treasury securities backed by the full faith
and credit of the U.S. Government.
- ----------------- ---------------------------------------------------------------------------------------------------------
Shares Shares of beneficial interest with $0.01 par value (see page 15).
Offered
- ----------------- ---------------------------------------------------------------------------------------------------------
Offering The price of the shares offered by this Prospectus is determined once daily as of 4:00 p.m., New York
Price time, on each day that the New York Stock Exchange is open, and is equal to the net asset value per share
without a sales charge (see page 7).
- ----------------- ---------------------------------------------------------------------------------------------------------
Minimum Minimum initial purchase through Distributor, $10,000 although the Fund and Distributor may, from time to
Purchase time, accept initial purchases of $5,000; minimum subsequent investment, $100 (see page 6).
- ----------------- ---------------------------------------------------------------------------------------------------------
Investment The investment objective of the Fund is to provide investors with current income, preservation of
Objective principal and liquidity.
- ----------------- ---------------------------------------------------------------------------------------------------------
Investment In order to maximize the amount of the Fund's dividends which are exempt from state and local income
Policies taxation, the Fund will invest all of its assets in U.S. Treasury securities which are direct obligations
of the U.S. Government (see page 4).
- ----------------- ---------------------------------------------------------------------------------------------------------
Investment Dean Witter InterCapital Inc. ("InterCapital"), the Investment Manager of the Fund, and its wholly-owned
Manager subsidiary, Dean Witter Services Company Inc. serve in various investment management, advisory,
management and administrative capacities to eighty-seven investment companies and other portfolios with
assets of approximately $70.6 billion at May 31, 1994 (see page 4).
- ----------------- ---------------------------------------------------------------------------------------------------------
Management The Investment Manager receives a monthly fee at the annual rate of 0.35% of daily net assets (see page
Fee 4).
- ----------------- ---------------------------------------------------------------------------------------------------------
Dividends and Dividends are declared daily and paid monthly. Capital gains distributions, if any, are paid at least
Capital Gains once a year or are retained for reinvestment by the Fund. Dividends and capital gains distributions are
Distributions automatically invested in additional shares at net asset value unless the shareholder elects to receive
cash (see page 13).
- ----------------- ---------------------------------------------------------------------------------------------------------
Distributor Dean Witter Distributors Inc. (the "Distributor") (see page 6). The Fund is authorized to reimburse
and Plan of specific expenses incurred in promoting the distribution of the Fund's shares, including personal
Distribution services to shareholders and maintenance of shareholders accounts, in accordance with a Plan of
Distribution with the Distributor pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Reimbursement may in no event exceed an amount equal to payments at an annual rate of 0.35% of average
daily net assets of the Fund (see page 7).
- ----------------- ---------------------------------------------------------------------------------------------------------
Redemption At net asset value; account may be involuntarily redeemed if total value of the account is less than
$1,000 (see pages 11-13).
- ----------------- ---------------------------------------------------------------------------------------------------------
Risks The Fund invests only in U.S. Treasury securities which are subject to minimal risk of loss of income and
principal. It may engage in the purchase of such securities on a when-issued basis. The value of the
Fund's portfolio securities, and therefore the Fund's net asset value per share, may increase or decrease
due to various factors, principally changes in prevailing interest rates. Generally, a rise in interest
rates will result in a decrease in the Fund's net asset value per share, while a drop in interest rates
will result in an increase in the Fund's net asset value per share. A portion of the U.S. Treasury
securities in which the Fund invests may be zero coupon Treasury securities. Such securities are subject
to greater market price fluctuations during periods of changing prevailing interest rates (see pages
4-5).
- ----------------- ---------------------------------------------------------------------------------------------------------
</TABLE>

The above is qualified in its entirety by the detailed information
appearing elsewhere in this Prospectus
and in the Statement of Additional Information.

<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 May 31, 1994

<TABLE>
<CAPTION>
<S> <C>
Shareholder Transaction Expenses
- -------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases ................................ None
Maximum Sales Charge Imposed on Reinvested Dividends ..................... None
Deferred Sales Charge .................................................... None
Redemption Fees .......................................................... None
Exchange Fee ............................................................. None
Annual Fund Operating Expenses (as a Percentage of Average Net Assets)
- -------------------------------------------------------------------------
Management Fees .......................................................... 0.35%
12b-1 Fees* .............................................................. 0.35%
Other Expenses ........................................................... 0.09%
Total Fund Operating Expenses ............................................ 0.79%
</TABLE>
- ----------------
* A portion of the 12b-1 fee, which may not exceed 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 ("NASD") guidelines.

<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: ....... $8 $25 $44 $98
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES OF THE FUND MAY BE MORE 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" and "Purchase of Fund Shares--Plan of
Distribution" in this Prospectus.

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

<PAGE>

FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------

The following ratios and per share data for a share of beneficial interest
outstanding throughout each period have been audited by Price Waterhouse,
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 unaudited information about the performance
of the Fund is contained in the Fund's Annual Report to Shareholders, which
may be obtained without charge upon request to the Fund.

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR FOR THE YEAR AUGUST 13, 1991*
ENDED ENDED THROUGH
MAY 31, 1994 MAY 31, 1993 MAY 31, 1992
-------------- -------------- ----------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period ................... $ 10.34 $ 10.21 $ 10.00
-------------- -------------- ----------------
Net investment income ................................. 0.49 0.54 0.44
Net realized and unrealized gain (loss) on investments (0.45) 0.13 0.20
-------------- -------------- ----------------
Total from investment operations ....................... 0.04 0.67 0.64
-------------- -------------- ----------------
Less dividends and distributions:
Dividends from net investment income .................. (0.50) (0.53) (0.43)
Distribution from realized gains on investments ...... 0.00 (0.01) 0.00
-------------- -------------- ----------------
Total dividends and distributions ...................... (0.50) (0.54) (0.43)
-------------- -------------- ----------------
Net asset value, end of period ......................... $ 9.88 $ 10.34 $ 10.21
============== ============== ================
TOTAL INVESTMENT RETURN ................................ 0.25% 6.75% 6.55%(1)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) ............... $516,017 $584,206 $523,555
Ratio of expenses to average net assets ................ 0.79% 0.80% 0.79%(2)(3)
Ratio of net investment income to average net assets .. 4.74% 5.18% 5.49%(2)(3)
Portfolio turnover rate ................................ 49% 21% 12%
<FN>
* Date of commencement of operations.
(1) Not annualized.
(2) Annualized.
(3) If the Fund had borne all expenses that were assumed or waived by the
Investment Manager, the above annualized expense ratio would have been
0.81% ($.065 per share) and the above annualized net investment income
ratio would have been 5.47% ($.437 per share).
</TABLE>
3

<PAGE>

THE FUND AND ITS MANAGEMENT
- -----------------------------------------------------------------------------

Dean Witter Short-Term U.S. Treasury Trust (the "Fund") is an open-end
diversified management investment company. The Fund is a trust of the type
commonly known as a "Massachusetts business trust" and was organized under
the laws of The Commonwealth of Massachusetts on June 4, 1991.

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, serve in various investment management, advisory, management and
administrative capacities to a total of eighty-seven investment companies,
thirty of which are listed on the New York Stock Exchange, with combined
total assets of approximately $68.6 billion as of May 31, 1994. The
Investment Manager also manages portfolios of pension plans, other
institutions and individuals which aggregated approximately $2.0 billion at
such date.

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

As full compensation for the services and facilities furnished to the Fund
and for expenses of the Fund assumed by the Investment Manager, the Fund pays
the Investment Manager monthly compensation calculated daily by applying an
annual rate of 0.35% to the Fund's net assets determined as of the close of
each business day. For the fiscal year ended May 31, 1994, the Fund accrued
total compensation to the Investment Manager amounting to 0.35% of the Fund's
average daily net assets and the Fund's total expenses amounted to 0.79% of
the Fund's average daily net assets.

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

The investment objective of the Fund is current income, preservation of
principal and liquidity. The Fund will seek to achieve its investment
objective by investing all of its net assets in U.S. Treasury securities.
U.S. Treasury securities, which presently consist of U.S. Treasury bills,
U.S. Treasury notes and U.S. Treasury bonds, are direct obligations of the
U.S. Treasury and are backed by the "full faith and credit" of the U.S.
Government. The investment objective is a fundamental policy of the Fund and
may not be changed without the approval of the holders of a majority of the
Fund's shares. There is no assurance that the Fund's investment objective
will be achieved.

Neither the value nor the yield of the U.S. Treasury securities in which
the Fund invests (or the value or yield of shares of the Fund) are guaranteed
by the U.S. Government. The value of the Fund's portfolio securities and
therefore the net asset value of the Fund's shares may increase or decrease
due to changes in prevailing interest rates and other factors. Generally, as
prevailing interest rates rise, the value of the securities held by the Fund,
and concomitantly, the net asset value of the Fund's shares, will fall. Debt
securities with shorter maturities are generally subject to a lesser degree
of market fluctuation as a result of changes in interest rates than debt
securities with longer maturities. In an effort to minimize fluctuations in
market value of its portfolio securities the Fund is expected to maintain a
portfolio with a dollar-weighted average maturity of less than 3 years.

Zero Coupon Treasury Securities. A portion of the U.S. Treasury securities
purchased by the Fund
4

<PAGE>

may be "zero coupon" Treasury securities. These are U.S. Treasury 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 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. See "Dividends,
Distributions and Taxes."

Certain banks and brokerage firms have separated ("stripped") the
principal portions ("corpus") from the coupon portions of the U.S. Treasury
bonds and notes and sell 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).
The Fund will not purchase any such receipts or certificates representing
stripped corpus or coupon interests in U.S. Treasury securities sold by banks
and brokerage firms. The Fund will only purchase zero coupon Treasury
securities which have been stripped by the Federal Reserve Bank.

When-Issued and Delayed Delivery Securities and Firm Commitments. From
time to time, in the ordinary course of business, the Fund may purchase U.S.
Treasury securities on a when-issued or delayed delivery basis or may
purchase or sell U.S. Treasury securities on a firm commitment basis. For
example, the Fund may wish to purchase U.S. Treasury notes and bonds sold at
periodic U.S. Treasury auctions prior to a month or more of their issuance
("when-issued"). 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. While the Fund will only purchase
securities on a when-issued, delayed delivery or firm commitment basis with
the intention of acquiring the securities, the Fund may sell the securities
before the settlement date, if it is deemed advisable. The securities so
purchased or sold are subject to market fluctuation and no interest accrues
to the purchaser during this period. At the time the Fund makes the
commitment to purchase or sell securities on a when-issued, delayed delivery
or firm commitment basis, it will record the transaction and thereafter
reflect the value, each day, of such security purchased or, if a sale, the
proceeds to be received, in determining its net asset value. At the time of
delivery of the securities, their value may be more or less than the purchase
or sale price. The Fund will also establish a segregated account with its
custodian bank in which it will continually maintain cash or cash equivalents
or other portfolio (U.S. Treasury) securities equal in value to commitments
to purchase securities on a when-issued, delayed delivery or firm commitment
basis.

PORTFOLIO MANAGEMENT

The Fund's portfolio is actively managed by its Investment Manager with a
view to achieving the Fund's investment objective. In determining which
securities to purchase for the Fund or hold in the Fund's portfolio, the
Investment Manager will rely on information from various sources, including
research, analysis and appraisals of brokers and dealers, including Dean
Witter Reynolds Inc. ("DWR"), a broker-dealer affiliate of the Investment

<PAGE>

Manager; the views of the Trustees of the Fund and others regarding economic
developments and interest rate trends; and the Investment Manager's own
analysis of factors it deems relevant. The Fund's portfolio is managed within
InterCapital's Government Fixed-Income Group, which manages five funds and
fund portfolios, with approximately $12.7 billion in assets as of May 31,
1994. Rajesh K. Gupta, Senior Vice President of InterCapital and Manager of
InterCapital's Government Fixed-Income Group, has been the primary portfolio
manager of the Fund since its inception and has been a portfolio manager at
InterCapital for over five years.

Brokerage commissions are not normally charged on the purchase or sale of
U.S. Government obligations, but such transactions may involve costs in the
form of spreads between bid and asked prices. Pursuant to an order of the
Securities and Exchange Commission, the Fund may effect principal
transactions in certain money market instruments with DWR. In addition, the
Fund may incur brokerage commissions on transactions conducted through DWR.
Although the Fund does not intend to engage in short-term trading of
portfolio securities as a means of achieving its investment objective, it may
sell portfolio securities without regard to the length of time they have been
held whenever such sale will, in the opinion of the Investment Manager,
strengthen the Fund's position and contribute to its investment objective. It
is not anticipated that the portfolio trading engaged in by the Fund will
result in its portfolio turnover rate exceeding 100%.

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 others who have entered into Selected Dealer agreements with the
Distributor ("Selected Broker-Dealers"). The principal executive office of
the Distributor is located at Two World Trade Center, New York, New York
10048.

The minimum initial purchase is $10,000 (the Fund and the Distributor may,
from time to time accept initial purchases of $5,000). 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.
Minimum subsequent purchases of $100 or more may be made by sending a check,
payable to Dean Witter Short-Term U.S. Treasury Trust, directly to Dean
Witter Trust Company (the "Transfer Agent") at P.O. Box 1040, Jersey City, NJ
07303 or by contacting an account executive of DWR or another Selected
Broker-Dealer. The offering price will be the net asset value per share next
determined (see "Determination of Net Asset Value" below) following receipt
and acceptance by the Transfer Agent of an order in proper form and
accompanied by payment in Federal funds (i.e., monies of member banks within
the Federal Reserve System held on deposit at a Federal Reserve Bank)
available to the Fund for investment. Orders for the purchase of Fund shares
placed by investors through DWR or another Selected Broker-Dealer will be
transmitted to the Transfer Agent for purchase on that date, with payment in
Federal funds transmitted to the Transfer Agent on the business day following
the day the order is placed. Shares commence earning income on the date
following the date of purchase. Certificates for shares purchased will not be
issued unless requested by the shareholder in writing to the Transfer Agent.

Sales personnel of a Selected Broker-Dealer are compensated for shares of
the Fund sold by them by the Distributor or any of its affiliates and/or by a
Selected Broker-Dealer. In addition, some sales personnel of the Selected
Broker-Dealer will receive non-cash compensation in the form of trips

<PAGE>

to educational seminars and merchandise as special sales incentives. The Fund
and the Distributor reserve the right to reject any purchase orders.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Fund is determined by taking the
value of all the assets of the Fund, subtracting all liabilities, dividing by
the number of shares outstanding and adjusting the result to the nearest
cent. The net asset value per share is determined by the Investment Manager
as of 4:00 P.M. New York time on each day that the New York Stock Exchange is
open. 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) all portfolio
securities for which over-the-counter market quotations are readily available
are valued at the bid price; (2) when market quotations are not readily
available, including circumstances under which it is determined by the
Investment Manager that sale or bid prices are not reflective of a security's
market value, portfolio securities are valued at their fair value as
determined in good faith under procedures established by and under the
general supervision of the Fund's Board of Trustees (valuation of 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); and (3)
short-term debt instruments having a maturity date of more than 60 days are
valued on a "mark-to-market" basis, that is, at prices based on market
quotations for securities of similar type, yield, quality and maturity, until
60 days prior to maturity and thereafter at amortized cost. Short-term
instruments having a maturity date of 60 days or less at the time of purchase
are valued at amortized cost unless the Board of Trustees determines this
does not represent fair market value.

Certain of the Fund's portfolio securities may be valued by an outside
pricing service approved by the Fund's Trustees. The pricing service utilizes
a matrix system incorporating security quality, maturity and coupon as the
evaluation model parameters, and/or research and 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.

PLAN OF DISTRIBUTION

The Fund has entered into a Plan of Distribution pursuant to Rule 12b-1
under the Investment Com-pany Act of 1940, as amended (the "Act"), with the
Distributor whereby the expenses of certain activities and services,
including personal services to shareholders and maintenance of shareholder
accounts, in connection with the distribution of the Fund's shares are
reimbursed. The principal activities and services which may be provided by
the Distributor and its affiliates, or any other Selected Broker-Dealer under
the Plan include: (1) compensation to, and expenses of, DWR account
executives and others, including overhead and telephone expenses; (2) sales
incentives and bonuses to sales representatives and to marketing personnel in
connection with promoting sales of the Fund's shares; (3) expenses incurred
in connection with promoting sales of the Fund's shares; (4) preparing and
distributing sales literature; and (5) providing advertising and promotional
activities, including direct mail solicitation and television, radio,
newspaper, magazine and other media advertisements. Reimbursements for these
services will be made in monthly payments by the Fund, which will in no event
exceed an amount equal to a payment at the annual rate of 0.35% of the Fund's
average daily net assets. A portion of the amount payable pursuant to the
Plan, which may not exceed 0.25% of the Fund's average daily net assets, is
characterized as a service fee within the meaning of the NASD guidelines.
Expenses incurred pursuant to the Plan in any fiscal year will not be
reimbursed by the Fund through payments accrued in any subsequent fiscal
year. The Fund accrued $2,235,259 to the Distributor pursuant to the Plan for
the fiscal year ended May 31, 1994. This is an accrual at the annual rate of
0.35% of the Fund's average daily net assets.

<PAGE>

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

Automatic Investment of Dividends and Distribu-tions. 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. Such dividends and distributions will be paid in shares of the Fund at
net asset value per share. At any time an investor may request the Transfer
Agent in writing to have subsequent dividends and/or capital gains
distributions paid to the investor 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 payment date for
which it commences to take effect. 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 other Selected Broker-Dealer
through whom shares were purchased.

Investment of Distributions Received in Cash. Any shareholder who
receives a cash payment representing a dividend or capital gains distribution
may invest such dividend or distribution at the net asset value next
determined after receipt by the Transfer Agent by returning the check or the
proceeds to the Transfer Agent within 30 days after the payment date.

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 investment
company for which InterCapital serves as investment manager (collectively,
the "Dean Witter Funds"), other than Dean Witter Short-Term U.S. Treasury
Trust. 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 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 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 Fund's 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.

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 offering price.
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. 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, or amounts credited to a shareholder's DWR or
other Selected Broker-Dealer brokerage account, within five business days
after the date of redemption. Only shareholders having accounts in which no
share certificates have been issued will be permitted to enroll in the
Withdrawal Plan.

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, and generally, state and
local tax purposes.

<PAGE>

Shareholders wishing to enroll in the Withdrawal Plan should make this
election on the Investment Application or contact their DWR or other Selected
Broker-Dealer account executive or the Transfer Agent.

Tax Sheltered Retirement Plans. Retirement plans are available through the
Investment Manager for use by the self-employed, eligible Individual
Retirement Accounts and Custodial Accounts under Section 403(b)(7) of the
Internal Revenue Code. Adoption of such plans should be on advice of legal
counsel or tax adviser.

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

EXCHANGE PRIVILEGE

An "Exchange Privilege", that is, the privilege of exchanging shares of
certain Dean Witter Funds for shares of the Fund, exists whereby shares of
various Dean Witter Funds which are open-end investment companies sold with
either a front-end (at time of purchase) sales charge ("FESC funds") or a
contingent deferred (at time of redemption) sales charge ("CDSC funds"), may
be exchanged for shares of the Fund, Dean Witter Limited Term Municipal Trust
and Dean Witter Short-Term Bond Fund, and for shares of five Dean Witter
Funds which are money market funds: Dean Witter Liquid Asset Fund Inc., Dean
Witter U.S. Government Money Market Trust, Dean Witter Tax-Free Daily Income
Trust, Dean Witter California Tax Free Daily Income Trust and Dean Witter New
York Municipal Money Market Trust (which eight funds, including the Fund, are
hereinafter collectively referred to as "Exchange Funds"). An exchange from
an FESC fund or a CDSC fund to an 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 an FESC fund or a CDSC fund, shares of the FESC fund or the
CDSC fund are redeemed at their next calculated net asset value and exchanged
for shares of the money market fund at their net asset value determined the
following business day. Subsequently, shares of the Exchange Fund received in
an exchange for shares of an FESC fund (regardless of the type of fund
originally purchased) may be redeemed and exchanged for shares of Exchange
Funds, FESC funds or CDSC funds (however, shares of CDSC funds, including
shares acquired in exchange for (i) shares of FESC funds or (ii) shares of
Exchange Funds which were acquired in exchange for shares of FESC funds, may
not be exchanged for shares of FESC funds). Additionally, shares of Exchange
Funds received in an exchange for shares of a CDSC fund (regardless of the
type of fund originally purchased) may be redeemed and exchanged for shares
of Exchange Funds or CDSC funds. Ultimately, any applicable contingent
deferred sales charge ("CDSC") will have to be paid upon redemption of shares
originally purchased from a CDSC fund. (If shares of an Exchange Fund
received in exchange for shares originally purchased from a CDSC fund are
exchanged for shares of another CDSC fund having a different CDSC schedule
than that of the CDSC fund from which the Exchange Fund shares were acquired,
the shares will be subject to the higher CDSC schedule.) During the period of
time the shares originally purchased from a CDSC fund remain in the Exchange
Fund, the holding period (for the purpose of determining the rate of CDSC) is
frozen so that the charge is based upon the period of time the shareholder
actually held shares of a CDSC fund. However, in the case of shares exchanged
into an Exchange Fund on or after April 23, 1990, 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 fees,
if any, incurred on or after that date which are attributable to those shares
(see "Purchase of Fund Shares--Plan of Distribution" in the respective
Exchange Fund Prospectus for a description of Exchange Fund distribution
fees). Exchanges involving FESC funds or CDSC funds may be made after the
shares of the FESC fund or CDSC fund acquired by purchase (not by exchange or
dividend

<PAGE>

reinvestment) have been held for thirty days. There is no waiting period for
exchanges of shares acquired by exchange or dividend reinvestment.

Purchases and exchanges should be made for investment purposes only. A
pattern of frequent exchanges may be deemed by the Distributor to be abusive
and contrary to the best interests of the Fund's other shareholders and, at
the Distributor'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 may be
exchanged, upon such notice as may be required by applicable regulatory
agencies (presently sixty days prior written notice for termination or
material revision), provided that six months' prior written notice of
termination will be given to the shareholders who hold shares of the Exchange
Funds pursuant to this Exchange Privilege, and provided further that the
Exchange Privilege may be terminated or materially revised without notice
under certain unusual circumstances. 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
their margin account.

The current prospectus for each fund describes its investment objective(s)
and policies, and shareholders should obtain one and read 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 shareholder's 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.

If DWR or another Selected Broker-Dealer is the current broker-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 above Dean Witter Funds pursuant to this Exchange Privilege by
contacting their DWR or other Selected Broker-Dealer account executive (no
Exchange Privilege Authorization Form is required). Other shareholders (and
those shareholders who are clients of DWR or another Selected Broker-Dealer
but who wish to make exchanges directly by writing or telephoning the
Transfer Agent) must complete and forward to the Transfer Agent an Exchange
Privilege Authorization Form, copies of which may be obtained from the
Transfer Agent, to initiate an exchange. If the Authorization Form is used,
exchanges may be made 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 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 will also be recorded. If such procedures are not employed, the
Fund may be liable for any losses due to unauthorized or fraudulent
instructions.

<PAGE>

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
experience of 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
- -----------------------------------------------------------------------------

REDEMPTIONS. Shares of the Fund may be redeemed through the Transfer Agent
(without redemption or other charge) on any day that the New York Stock
Exchange is open (see "Purchase of Fund Shares--Determination of Net Asset
Value"). Redemptions will be effected at the net asset value per share next
determined after the receipt of a redemption request meeting the applicable
requirements described below.

1. BY CHECK

The Transfer Agent will supply blank checks to any shareholder who has
requested them on an Investment Application. The shareholder may make checks
payable to the order of anyone in any amount not less than $500 (checks
written in amounts under $500 will not be honored by the Transfer Agent).
Shareholders must sign checks exactly as their shares are registered. If the
account is a joint account, the check may contain one signature unless the
joint owners have specifically specified on an Investment Application that
all owners are required to sign checks. Only shareholders having accounts in
which no share certificates have been issued will be permitted to redeem
shares by check or enroll in the Systematic Withdrawal Plan.

Shares will be redeemed at their net asset value next determined (see
"Purchase of Fund Shares--Determination of Net Asset Value") after receipt by
the Transfer Agent of a check which does not exceed the value of the account.
Payment of the proceeds of a check will normally be made on the next business
day after receipt by the Transfer Agent of the check in proper form. Shares
purchased by check (including a certified or bank cashier's check) are not
normally available to cover redemption checks until fifteen days after
receipt of the check used for investment by the Transfer Agent. The Transfer
Agent will not honor a check in an amount exceeding the value of the account
at the time the check is presented for payment. Since the dollar value of an
account is constantly changing, it is not possible for a shareholder to
determine in advance the total value of its account so as to write a check
for the redemption of the entire account. For the same reason, a shareholder
should not write a check for substantially all of the current value of the
shares in its account with the Fund.

2. BY TELEPHONE OR WIRE INSTRUCTIONS WITH PAYMENT TO PREDESIGNATED BANK
ACCOUNT

A shareholder may redeem shares by telephoning or sending wire
instructions to the Transfer Agent. Payment will be made by the Transfer
Agent to the shareholder's bank account at any commercial bank designated by
the shareholder in an Investment Application, by wire if the amount is $1,000
or more and the shareholder so requests, and otherwise by mail. Normally, the
Transfer Agent will transmit payment the next business day following receipt
of a request for redemption in proper form. Only shareholders having accounts
in which no share certificates have been issued will be permitted to redeem
shares by wire instructions.

DWR and any other participating Selected Broker-Dealers have informed the
Distributor and

<PAGE>

the Fund that, on behalf of and as agent for their customers who are
shareholders of the Fund, they will transmit to the Fund requests for
redemption of shares owned by their customers. In such cases, the Transfer
Agent will wire proceeds of redemptions to DWR's or other Selected
Broker-Dealer's bank account for credit to the shareholders' accounts the
following business day. DWR and other participating Selected Broker-Dealers
have also informed the Distributor and the Fund that they do not charge for
this service.

Redemption instructions must include the shareholder's name and account
number and be wired or called to the Transfer Agent at 800-526-3143 (toll
free).

3. BY MAIL

A shareholder may redeem shares by sending a letter to Dean Witter Trust
Company, P.O. Box 983, Jersey City, NJ 07303, requesting redemption and
surrendering share certificates if any have been issued.

Redemption proceeds will be mailed to the shareholder at his or her
registered address or mailed or wired to his or her predesignated bank
account, as he or she may request. Proceeds of redemption may also be sent to
some other person, as requested by the shareholder in accordance with the
general redemption requirements listed below.

GENERAL REDEMPTION REQUIREMENTS

Written requests for redemption must be signed by the registered
shareholder(s). If the proceeds are to be paid to anyone other than the
registered shareholder(s) or sent to any address other than the shareholder's
registered address or predesignated bank account, 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), except in
the case of redemption by check. Additional documentation may be required
where shares are held by a corporation, partnership, trust or other
organization. With regard to shares of the Fund acquired pursuant to the
Exchange Privilege, any applicable contingent deferred sales charge will be
imposed upon the redemption of such shares (see "Purchase of Fund
Shares--Exchange Privilege").

If shares to be redeemed are represented by a share certificate, the
request for redemption must be accompanied by the share certificate and a
stock assignment form signed by the registered shareholder(s) exactly as the
account is registered. Signatures must be guaranteed by a commercial bank or
member firm of a domestic stock exchange. Additional documentation may be
required where shares are held by a corporation, partnership, trust or other
organization.

All requests for redemption should be sent to Dean Witter Trust Company,
P.O. Box 983, Jersey City, NJ 07303.

Generally, the Fund will attempt to make payment for all redemptions
within one business day, and in no event later than seven days after receipt
of such redemption request in proper form. However, if the shares being
redeemed were purchased by check (including a certified or bank cashier's
check), payment 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). In addition, the
Fund may postpone redemptions at certain times when normal trading is not
taking place on the New York Stock Exchange.

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 if the proceeds are to be paid to a corporation
(other than DWR or any other 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, signature(s) 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.

<PAGE>

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 determined (see "Purchase of Fund Shares--Determination
of Net Asset Value") after such repurchase order is received. Payment for
shares repurchased may be made by the Fund to DWR and other Selected
Broker-Dealers for the account of the shareholder. The offers by DWR and
other Selected Broker-Dealers to repurchase shares from shareholders may be
suspended by them at any time. In that event, shareholders may redeem their
shares through the Fund's Transfer Agent as set forth above under
"Redemption."

Payment for Shares Redeemed or Repurchased. Payment for shares presented
for repurchase or redemption will be made by check within seven days after
receipt by the Transfer Agent of the certificate and/or written request in
good order. Such payment may be postponed or the right of redemption
suspended under unusual circumstances. If the shares to be redeemed have
recently been purchased by check, payment of the redemption proceeds may be
delayed for the minimum time needed to verify that the check used for
investment has been honored (not more than fifteen days from the time of
receipt of the check by the Transfer Agent). Shareholders maintaining margin
accounts with DWR or other Selected Broker-Dealers 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 30 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.

Involuntary Redemption. The Fund reserves the right to redeem, on 60 days'
notice and at net asset value, the shares of any shareholder whose shares
have a value of less than $1,000 as a result of redemptions or repurchases,
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 $1,000 and
allow him or her 60 days to make an additional investment in an amount which
will increase the value of his or her account to $1,000 or more before the
redemption is processed.

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

Dividends and Distributions. The Fund declares dividends from net
investment income on each day the New York Stock Exchange is open for
business. Such dividends are payable monthly. The Fund may distribute
quarterly net realized short-term capital gains, if any, in excess of any net
realized long-term capital losses. The Fund intends to distribute dividends
from net long-term capital gains, if any, at least once each year. The Fund
may, however, elect to retain all or a portion of any such net long-term
capital gains in any year.

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 or all dividends and distributions be
paid in cash. (See "Shareholder Services--Automatic Investment of Dividends
and Distributions".)

TAXATION

Federal Taxes. Because the Fund intends to distribute subtantially all of
its net investment income and net short-term capital gains to shareholders
and otherwise remain qualified as a regulated investment company under
Subchapter M of the

<PAGE>

Internal Revenue Code, it is not expected that the Fund will be required to
pay any federal income tax on such income and capital gains. Shareholders
will normally have to pay federal income taxes on the dividends and capital
gains distributions they receive from the Fund. Distributions of 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 received by the shareholder
in the prior year.

Long-term and short-term capital gains may be generated by the sale of
portfolio securities by the Fund. Distributions of 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.

No portion of such distributions will be eligible for the dividends
received deduction for corporations. To avoid being subject to a 31% federal
backup withholding tax on taxable dividends, capital gains distributions and
the proceeds of redemptions and repurchases, shareholders' taxpayer
identification numbers must be furnished and certified as to accuracy.

Current federal 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. Accordingly, the Fund may
be required to pay out as an income distribution each year an amount which is
greater than the total amount of cash receipts of interest the Fund actually
received. Such distributions will be made from the available cash of the Fund
or by liquidation of portfolio securities, if necessary.

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 Federal tax status of dividends and distributions paid
or retained by the Fund.

The foregoing discussion relates solely to the Federal income tax
consequences of an investment in the Fund and dividends (where applicable)
and distributions may also be subject to state and local taxes (see "State
and Local Taxes" below); therefore, each shareholder is advised to consult
his or her own tax adviser.

State and Local Taxes. The Fund intends to invest only in U.S. Treasury
obligations that provide interest income exempt from state and local taxes.
Because all States presently allow the pass-through of federal obligation
interest derived from specific federal obligations, it is anticipated that
substantially all of the interest income generated by the Fund and paid out
to shareholders as net investment income will be exempt from state and local
taxation. Such investment income, however, will not be exempt from federal
tax. Furthermore, any capital gains realized by the Fund will not be exempt
from federal, and generally, state and local taxes. It should be noted that
although the Fund intends to invest only in securities the pass-through
income from which is believed exempt from state and local income taxes, it is
possible that a state or local taxing authority may seek to tax an investor
on a portion of the interest income of a particular government obligation
held by the Fund. Shareholders are urged to consult their tax advisers
regarding specific questions regarding federal, state and local taxes.

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

From time to time the Fund may quote its "yield" and/or its "total return"
in advertisements and sales literature. Both the yield and the total return
of the Fund are based on historical earnings and are not intended to indicate
future performance. The yield of the Fund is computed by dividing the net

<PAGE>

investment income of the Fund over a 30-day period by an average value (using
the average number of shares entitled to receive dividends and the net asset
value per share at the end of the period), all in accordance with applicable
regulatory requirements. Such amount is compounded for six months and then
annualized for a twelve-month period to derive the yield of the Fund. The
Fund may also quote its tax-equivalent yield, which is calculated by
determining the pre-tax yield which after being taxed at a stated rate, would
be equivalent to the yield determined as described above.

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, 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 assets of the Fund, and all expenses incurred by the Fund, for the stated
periods. It also assumes reinvestment of all dividends and distributions paid
by the Fund.

The Fund from time to time may also advertise its performance relative to
certain performance rankings and indexes compiled by independent
organizations (such as Lipper Analytical Services Inc.).

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

Voting Rights. All shares of beneficial interest of the Fund are of $0.01
par value and are equal as to earnings, assets and voting privileges. There
are no conversion, pre-emptive or other subscription rights. In the event of
liquidation, each share of beneficial interest 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
Trustees may call Special Meetings of Shareholders for action by shareholder
vote as may be required by the Act or the Declaration of Trust. The Trustees
themselves have the power to alter the number and the terms of office of the
Trustees and they may at any time lengthen their own terms or make their
terms of unlimited duration and appoint their own successors, provided that
always at least a majority of the Trustees has been elected by the
shareholders of the Fund. Under certain circumstances the Trustees may be
removed by action of the Trustees. The shareholders also have the right under
certain circumstances to remove the Trustees.

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

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.

<PAGE>

Dean Witter
Short-Term U.S. Treasury Trust
Two World Trade Center
New York, New York 10048

TRUSTEES

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

OFFICERS

Charles A. Fiumefreddo
Chairman and Chief Executive Officer

Sheldon Curtis
Vice President, Secretary and General Counsel

Rajesh K. Gupta
Vice President

Thomas F. Caloia
Treasurer

CUSTODIAN

The Bank of New York
110 Washington Street
New York, New York 10286

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT

Dean Witter Trust Company
Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311

INDEPENDENT ACCOUNTANTS

Price Waterhouse
1177 Avenue of the Americas
New York, New York 10036

INVESTMENT MANAGER

Dean Witter InterCapital Inc.
DEAN WITTER
SHORT-TERM
U.S. TREASURY
TRUST

PROSPECTUS--JULY 28, 1994

<PAGE>

DEAN WITTER
SHORT-TERM
U.S. TREASURY
TRUST

STATEMENT OF ADDITIONAL INFORMATION
JULY 28, 1994

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

Dean Witter Short-Term U.S. Treasury Trust (the "Fund") is an open-end,
diversified management investment company whose investment objective is
current income, preservation of principal and liquidity. The Fund seeks to
achieve its investment objective by investing in U.S. Treasury securities
backed by the full faith and credit of the U.S. Government.

A Prospectus for the Fund dated July 28, 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
Short-Term U.S. Treasury Trust
Two World Trade Center
New York, New York 10048
(212) 392-2550

<PAGE>

TABLE OF CONTENTS
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
The Fund and its Management ............. 3
Trustees and Officers ................... 6
Investment Practices and Policies ...... 9
Investment Restrictions ................. 10
Portfolio Transactions and Brokerage ... 11
The Distributor ......................... 12
Shareholder Services. ................... 15
Redemptions and Repurchases ............. 19
Dividends, Distributions and Taxes ..... 19
Performance Information. ................ 20
Description of Shares of the Fund. ..... 21
Custodian and Transfer Agent. ........... 22
Independent Accountants ................. 22
Reports to Shareholders ................. 22
Legal Counsel ........................... 22
Experts ................................. 22
Registration Statement .................. 22
Financial Statements .................... 23
Report of Independent Accountants ...... 30
</TABLE>

<PAGE>

THE FUND AND ITS MANAGEMENT
- -----------------------------------------------------------------------------

THE FUND

The Fund is a trust of the type commonly known as a "Massachusetts
business trust" and was organized under the laws of the Commonwealth of
Massachusetts on June 4, 1991.

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. The daily management of the Fund and
research relating to the Fund's portfolio is conducted by or under the
direction of officers of the Fund and of the Investment Manager, subject to
review of investments by the Fund's Board of Trustees. In addition, Trustees
of the Fund provide guidance on economic factors and interest rate trends.
Information as to these Trustees and Officers is contained under the caption
"Trustees and Officers".

InterCapital is also the investment manager (or investment adviser and
administrator) of the following investment companies: Dean Witter Liquid
Asset Fund Inc., InterCapital Income Securities Inc., InterCapital Insured
Municipal Bond Trust, InterCapital Insured Municipal Trust, Dean Witter High
Yield Securities Inc., Dean Witter Tax-Free Daily Income Trust, Dean Witter
Developing Growth Securities Trust, Dean Witter Tax-Exempt Securities Trust,
Dean Witter Natural Resource Development Securities Inc., Dean Witter
Dividend Growth Securities Inc., Dean Witter American Value Fund, 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
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, High Income Advantage Trust,
High Income Advantage Trust II, High Income Advantage Trust III, Dean Witter
Government Income Trust, Dean Witter Utilities Fund, Dean Witter Managed
Assets Trust, Dean Witter California Tax-Free Daily Income Trust, Dean Witter
Strategist Fund, Dean Witter World Wide Income Trust, Dean Witter
Intermediate Income Securities, Dean Witter New York Municipal Money Market
Trust, Dean Witter Capital Growth Securities, Dean Witter European Growth
Fund Inc., Dean Witter Precious Metals and Minerals Trust, Dean Witter Global
Short-Term Income Fund Inc., Dean Witter Pacific Growth Fund Inc., Dean
Witter Multi-State Municipal Series Trust, Dean Witter Diversified Income
Trust, Dean Witter Premier Income Trust, 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, Dean Witter
Retirement Series, Dean Witter Health Sciences Trust, InterCapital Insured
Municipal Income Trust, InterCapital California Insured Municipal Income
Trust, InterCapital Insured Municipal Securities, InterCapital Insured
California Municipal Securities, 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 National Municipal
Trust, Dean Witter High Income Securities, Dean Witter International Small
Cap Fund, Active Assets Money Trust, Active Assets Tax-Free Trust, Active
Assets California Tax-Free Trust and Active Assets Government Securities
Trust. Also, the Investment Manager serves as investment adviser and
administrator to 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, Prime
Income Trust and Municipal Premium 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, 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 North American
Intermediate Income Trust, TCW/DW Term Trust 2000, TCW/DW Term Trust 2002,
TCW/DW Term Trust

<PAGE>

2003 and TCW/DW Emerging Markets Opportunities Trust (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.

InterCapital 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 "Agreement") with the
Investment Manager, the Fund has retained the Investment Manager to manage
the investment of the Fund's assets, including the placing of orders for the
purchase and sale of portfolio securities. The Investment Manager obtains and
evaluates such information and advice relating to the economy, securities
markets and specific securities as it considers necessary or useful to
continuously manage the assets of the Fund in a manner consistent with its
investment objective.

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, such office space, facilities,
equipment, clerical help, bookkeeping and certain legal services as the Fund
may reasonably require in the conduct of its business, including the
preparation of prospectuses, 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 which 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
Agreement or by Dean Witter Distributors Inc. ("Distributors" or the
"Distributor"), the Distributor of the Fund's shares (see "The Distributor"),
will be paid by the Fund. The expenses borne by the Fund include, but are not
limited to: fees pursuant to the Fund's Plan of Distribution; charges and
expenses of any registrar, custodian, stock transfer and dividend disbursing
agent; brokerage commissions; taxes; engraving and printing 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 Trustees' meetings and of preparing,
printing and mailing of proxy statements and reports to shareholders; fees
and travel expenses of Trustees or members of any advisory board or committee
who are not employees of the Investment Manager or any corporate affiliate of
the Investment Manager; 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 legal counsel, including
counsel to the Trustees who are not interested persons of the Fund or of the
Investment Manager (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;
postage; insurance premiums on property or personnel (including officers and
Trustees) 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.

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

<PAGE>

calculated daily by applying the annual rate of 0.35% to the net assets of
the Fund, determined as of the close of each business day. At the inception
of the Fund, the Investment Manager had undertaken to assume all expenses
except for the Plan of Distribution fee and brokerage fees and to waive the
compensation provided for in the Management Agreement until the Fund had $50
million of net assets. On September 1, 1991 the Fund began to accrue all
expenses. The management fees waived and the expenses assumed by the
Investment Manager approximated $25,000 and $64,000, respectively, for the
period from August 13, 1991 through May 31, 1992. For the fiscal period
August 13, 1991 (commencement of operations) through May 31, 1992 and the
fiscal years ended May 31, 1993 and May 31, 1994, the Fund accrued to the
Investment Manager total compensation under the Agreement in the amounts of
$1,195,891, $2,016,212 and $2,249,631, respectively.

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 applicable limitations as the same may be amended from time to
time. Presently, the most restrictive limitation to which the Fund is subject
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. Such amount, 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 period ended May 31, 1992 or for
the fiscal years ended May 31, 1993 and May 31, 1994.

The 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 Agreement in no way restricts the Investment
Manager from acting as investment manager or adviser to others.

The Investment Manager has paid the organizational expenses of the Fund in
the amount of approximately $135,000 incurred prior to the offering of the
Fund's shares. The Fund has reimbursed the Investment Manager for such
expenses. The Fund has deferred and is amortizing the reimbursed 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 Agreement was initially approved by the Board of Trustees on October
30, 1992, and by the shareholders of the Fund at a Special Meeting of
Shareholders held on January 12, 1993. The Agreement is substantially
identical to a prior investment management agreement which was initially
approved by the Board of Trustees on July 18, 1991 and by DWR, the then sole
shareholder of the Fund, on July 19, 1991, and by the Fund's shareholders at
a Special Meeting of Shareholders on October 14, 1992. The Agreement took
effect on June 30, 1993 upon the spin-off by Sears, Roebuck and Co. of its
remaining shares of DWDC. The Agreement may be terminated at any time,
without penalty, on thirty days' notice by the Board of Trustees 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, or by
the Investment Manager. The Agreement will automatically terminate in the
event of its assignment (as defined in the Act). Under its terms, the
Agreement will continue in effect until April 30, 1994 and will continue from
year to year thereafter, provided such continuance of the 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 Board of
Trustees of the Fund; provided that in either event such continuance is
approved annually by the vote of a majority of the Trustees of the Fund who
are not parties to the Agreement or "interested persons" (as defined in the
Act) of any such party, which vote 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 Trustees approved the continuance of the Agreement until April 30,
1995.

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

<PAGE>

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 is terminated, the Fund will
eliminate the name "Dean Witter" from its name if DWR or its parent company
shall so request.

TRUSTEES AND OFFICERS
- -----------------------------------------------------------------------------

The Trustees and Executive Officers of the Fund, their principal business
occupations during the last five years and their affiliations, if any, 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;
Trustee formerly Senior Vice President and Director of Exxon
141 Taconic Road Corporation (1975-January, 1989) and Under Secretary of
Greenwich, Connecticut the U.S. Treasury for Monetary Affairs (1974-1975);
Director of Philips Electronics N.V., Tandem Computers
Inc. and Massachusetts Mutual Life Insurance Co.;
Director or Trustee of various not-for-profit and
business organizations.

Michael Bozic President and Chief Executive Officer of Hills Department
Trustee 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, Trustee, InterCapital, Distributors and DWSC; Executive Vice
President and Chief Executive President and Director of DWR; Chairman, Trustee or
Officer Director, President and Chief Executive Officer of the
Two World Trade Center Dean Witter Funds; Chairman, Chief Executive Officer and
New York, New York Trustee of the TCW/DW Funds; formerly Executive Vice
President and Director of DWDC; Chairman and Director of
Dean Witter Trust Company ("DWTC") (since October, 1989);
Director of various DWDC subsidiaries and affiliates;
formerly Executive Vice President and Director of DWDC
(until February 1993).
Edwin J. Garn Director or Trustee of the Dean Witter Funds; formerly
Trustee United States Senator (R-Utah) (1974-1992) and Chairman,
2000 Eagle Gate Tower Senate Banking Committee (1980-1986); formerly Mayor of
Salt Lake City, Utah Salt Lake City, Utah (1971-1974); formerly Astronaut,
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.
6

<PAGE>

<PAGE>
<CAPTION>
NAME, POSITION WITH FUND AND ADDRESS PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
- ---------------------------------------- ---------------------------------------------------------
<S> <C>
John R. Haire Chairman of the Audit Committee and Chairman of the
Trustee Committee of the Independent Directors or Trustees and
439 East 51st Street Director or Trustee of each of the Dean Witter Funds;
New York, New York Trustee of the TCW/DW Funds; formerly President, Council
for Aid to Education (1978-October, 1989), and Chairman
and Chief Executive Officer of Anchor Corporation, an
Investment Adviser (1964-1978); Director of Washington
National Corporation (insurance) and Bowne & Co., Inc.
(printing).

Dr. John E. Jeuck Retired; Director or Trustee of the Dean Witter Funds;
Trustee formerly Robert Law Professor of Business Administration,
70 East Cedar Street Graduate School of Business, University of Chicago (until
Chicago, Illinois July, 1989); Business consultant.

Dr. Manuel H. Johnson Senior Partner, Johnson Smick International, Inc., a
Trustee consulting firm (since June, 1985); Koch Professor of
7521 Old Dominion Dr. International Economics and Director of the Center for
MacLean, Virginia Global Market Studies at George Mason University (since
September, 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
Trustee the Audit Committee and Committee of the Independent
9 Hunting Ridge Road Trustees and Trustee of the TCW/DW Funds; formerly
Stamford, Connecticut Chairman of the Financial Accounting Standards Advisory
Council and Chairman and Chief Executive Officer of the
American Stock Exchange; Director of UCC Investors
Holding Inc. (Uniroyal Chemical Company Inc.); director
or trustee of various not-for-profit organizations.

Michael E. Nugent General Partner, Triumph Capital, L.P., a private
Trustee partnership (since April, 1988); Director or Trustee of
1465 Roosevelt Place the Dean Witter Funds; Trustee of the TCW/DW Funds;
Pelham Manor, New York formerly Vice President, Bankers Trust Company and BT
Capital Corporation (September, 1984-March, 1988);
Director of various business organizations.

<PAGE>

<PAGE>
<CAPTION>
NAME, POSITION WITH FUND AND ADDRESS PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
- ---------------------------------------- ---------------------------------------------------------
<S> <C>
Philip J. Purcell* Chairman of the Board of Directors and Chief Executive
Trustee 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.

John L. Schroeder Executive Vice President and Chief Investment Officer of
Trustee the Home Insurance Company (since August, 1991); Director
Northgate 3A or Trustee of the Dean Witter Funds; Director of Citizens
Alger Court Utilities Company; formerly Chairman and Chief Investment
Bronxville, 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).

Edward R. Telling* Retired; Director or Trustee of the Dean Witter Funds;
Trustee formerly Chairman of the Board of Directors and Chief
Sears Tower Executive Officer (until December, 1985) and President
Chicago, Illinois (from January, 1981-March, 1982 and from February,
1984-August, 1984) of Sears, Roebuck and Co.; formerly
Director of Sears, Roebuck and Co.
Sheldon Curtis Senior Vice President, Secretary and General Counsel of
Vice President, Secretary InterCapital and DWSC; Senior Vice President and
and General Counsel Secretary of DWTC; Senior Vice President, Assistant
Two World Trade Center Secretary and Assistant General Counsel of Dean Witter
New York, New York Distributors Inc.; Assistant Secretary of DWDC and DWR;
Vice President, Secretary and General Counsel of the Dean
Witter Funds and the TCW/DW Funds.

Rajesh K. Gupta Senior Vice President of InterCapital (since April,
Vice President 1991); previously Vice President of InterCapital; Vice
Two World Trade Center President of various Dean Witter Funds.
New York, New York

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 the TCW/DW Funds; previously
Vice President of InterCapital.

<FN>
* Denotes Trustees 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 and Distributors and President
and Director of DWTC, and Edmund C. Puckhaber, Executive Vice President of
InterCapital, and Peter Avelar, Jonathan R. Page, Senior Vice Presidents of
InterCapital, are Vice Presidents of the Fund and

<PAGE>

Marilyn K. Cranney and Barry Fink, First Vice Presidents and Assistant
General Counsels of InterCapital, and Lawrence S. Lafer, Lou Anne D. McInnis
and Ruth Rossi, Vice Presidents and Assistant General Counsels of
InterCapital, are Assistant Secretaries of the Fund.

The Fund pays each Trustee who is not an employee or retired employee of
the Investment Manager or an affiliated company an annual fee of $1,200 plus
$50 for each meeting of the Board of Trustees, the Audit Committee or the
Committee of the Independent Trustees attended by the Trustee in person (the
Fund pays the Chairman of the Audit Committee an additional annual fee of
$1,000 and pays the Chairman of the Committee of the Independent Trustees an
annual fee of $2,400, in each case inclusive of the Committee meeting fees).
The Fund also reimburses Trustees for travel and other out-of-pocket expenses
incurred by them in connection with attending such meetings. Trustees and
officers of the Fund who are or have been employed by the Investment Manager
or an affiliated company receive no compensation or expense reimbursement
from the Fund. For the fiscal year ended May 31, 1994, the Fund accrued a
total of $21,800 for Trustees' fees and expenses. As of the date of this
Statement of Additional Information, the aggregate shares of beneficial
interest of the Fund owned by the Fund's officers and Trustees as a group was
less than 1 percent of the Fund's shares of beneficial interest outstanding.

INVESTMENT PRACTICES AND POLICIES
- -----------------------------------------------------------------------------

As stated in the Prospectus, the Fund will invest all of its assets in
U.S. Treasury securities backed by the full faith and credit of the U.S.
Government.

U.S. Treasury securities presently consist of 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.

Zero Coupon Treasury Securities. A portion of the U.S. Treasury securities
purchased by the Fund may be "zero coupon" Treasury securities. These are
U.S. Treasury 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).

In the last few years a number of banks and brokerage firms have separated
("stripped") the principal portions ("corpus") 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). The Fund will not purchase any such receipts or certificates
representing stripped corpus interests in U.S. Treasury securities sold by
banks and brokerage firms. The Fund will only purchase zero coupon Treasury
Securities which have been stripped by the Federal Reserve Bank.

<PAGE>

When-Issued and Delayed Delivery Securities and Firm Commitments. From
time to time, in the ordinary course of business, the Fund may purchase U.S.
Treasury securities on a when-issued or delayed delivery basis or may
purchase or sell U.S. Treasury securities on a firm commitment basis. For
example, the Fund may wish to purchase U.S. Treasury notes and bonds sold at
periodic U.S. Treasury auctions prior to their issuance ("when-issued"). 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. While the Fund will only purchase securities on a
when-issued, delayed delivery or firm commitment basis with the intention of
acquiring the securities, the Fund may sell the securities before the
settlement date, if it is deemed advisable. The securities so purchased or
sold are subject to market fluctuation and no interest accrues to the
purchaser during this period. At the time the Fund makes the commitment to
purchase or sell securities on a when-issued, delayed delivery or firm
commitment basis, it will record the transaction and thereafter reflect the
value, each day, of such security purchased or, if a sale, the proceeds to be
received, in determining its net asset value. At the time of delivery of the
securities, their value may be more or less than the purchase or sale price.
The Fund will also establish a segregated account with its custodian bank in
which it will continually maintain cash or cash equivalents or other
portfolio (U.S. Treasury) securities equal in value to commitments to
purchase securities on a when-issued, delayed delivery or firm commitment
basis.

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

The Fund has adopted certain investment restrictions as fundamental
policies which cannot be changed without the approval of the holders of a
"majority" of the outstanding shares of the Fund, as defined in the Act.
Majority is defined in the Act as the lesser of (a) 67% or more of the shares
present at a meeting of shareholders, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (b)
more than 50% of the outstanding shares.

These restrictions provide that the Fund may not:

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

2. Purchase common stocks, preferred stocks, warrants, other equity
securities, corporate bonds, municipal bonds or industrial revenue bonds;

3. Borrow money, except from banks for temporary or emergency
purposes, including the meeting of redemption requests which might
otherwise require the untimely disposition of securities. Borrowing in
the aggregate may not exceed 20%, and borrowing for purposes other than
meeting redemptions may not exceed 5% of the value of the Fund's total
assets (including the amount borrowed), less liabilities (not including
the amount borrowed) at the time the borrowing is made. Borrowings in
excess of 5% will be repaid before additional investments are made;

4. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 10% of the value of its net assets, but only to
secure borrowings for temporary or emergency purposes;

5. Sell securities short or purchase securities on margin;

6. Write or purchase put or call options;

7. Underwrite the securities of other issuers or purchase restricted
securities;

8. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts or oil and gas interests;

9. Make loans to others except through the purchase of qualified debt
obligations in accordance with the Fund's investment objectives and
policies;

10. 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)
borrowing money in accordance with restrictions

<PAGE>

described above or (b) by purchasing securities on a when-issued or
delayed delivery basis or purchasing or selling securities on a forward
commitment basis;

11. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation, acquisition of
assets or plan of reorganization.

If a percentage restriction is adhered to at the time of an 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 constitute a
violation of any of the foregoing restrictions.

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

Subject to the general supervision by the Trustees of the Fund, the
Investment Manager is responsible for decisions to buy and sell securities
for the Fund, the selection of brokers and dealers to effect the
transactions, and the negotiation of brokerage commissions, if any. Purchases
and sales of portfolio securities are normally transacted through issuers,
underwriters or major dealers in U.S. Government securities acting as
principals. Such transactions are made on a net basis and do not involve
payment of brokerage commissions. The cost of securities purchased from an
underwriter usually includes a commission paid by the issuer to the
underwriters; transactions with dealers normally reflect the spread between
bid and asked prices. During the fiscal period from August 13, 1991 through
May 31, 1992 and the fiscal years ended May 31, 1993 and May 31, 1994, the
Fund did not pay any brokerage commissions.

The Investment Manager currently serves as investment manager to a number
of clients, including other investment companies, and may in the future act
as investment manager or adviser to others. It is the practice of the
Investment Manager to cause purchase and sale transactions to be allocated
among the Fund and others whose assets it manages in such a 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. In seeking to
implement the Fund's policies, the Investment Manager effects transactions
with those brokers and dealers who the Investment Manager believes provide
the most favorable prices and are capable of providing efficient executions.
If the Investment Manager believes such prices and executions are obtainable
from more than one broker or dealer, it 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. 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.

During the fiscal year ended May 31, 1994, the Fund paid no brokerage
commissions in connection with transactions to brokers because of research
services provided.

The information and services received by the Investment Manager from
brokers and dealers may be of benefit to the Investment Manager in the
management of accounts of some of its 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
thereby reduce its expenses, it is of indeterminable value and the management
fee paid to the Investment Manager is 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. Treasury
securities. Such transactions will be effected with DWR only when the price
available from DWR is better than that available from other dealers.

<PAGE>

Consistent with the policy described above, brokerage transactions in
securities listed on exchanges or admitted to unlisted trading privileges may
be effected through DWR. In order for DWR to effect any portfolio
transactions for the Fund, the commissions, fees or other remuneration
received by DWR 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 DWR 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 Trustees of the Fund, including a majority of the Trustees
who are not "interested" Trustees, have adopted procedures which are
reasonably designed to provide that any commissions, fees or other
remuneration paid to DWR are consistent with the foregoing standard. During
the fiscal period from August 13, 1991 through May 31, 1992 and the fiscal
years ended May 31, 1993 and May 31, 1994, the Fund did not pay any brokerage
commissions to DWR.

Portfolio turnover rate is defined as the lesser of the value of the
securities purchased or securities sold, excluding all securities whose
maturities at time of acquisition were one year or less, divided by the
average monthly value of such securities owned during the year. However,
because of the short-term nature of the Fund's portfolio securities, it is
anticipated that the number of purchases and sales or maturities of such
securities will be substantial. Nevertheless, as brokerage commissions are
not normally charged on purchases and sales of such securities, the large
number of these transactions does not have an adverse effect upon the net
yield and net asset value of the shares of the Fund.

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

As discussed in the Prospectus, shares of the Fund are distributed by Dean
Witter Distributors Inc. (the "Distributor") and are offered for sale to the
public on a continuous basis at an offering price equal to the net asset
value per share next determined following a receipt of an order. The
Distributor has entered into a Selected Dealer Agreement with DWR, which
through its own sales organization sells shares of the Fund, and may enter
into selected dealer agreements with others. The Distributor is an indirect
wholly-owned subsidiary of DWDC. As part of an internal reorganization that
took place in December, 1992, the Distributor assumed the investment company
share distribution activities previously performed by DWR. The current
Distribution Agreement appointing the Distributor exclusive distributor of
the Fund's shares and providing for the Distributor to bear distribution
expenses not borne by the Fund was initially approved by the Board of
Trustees, including a majority of the Independent Trustees, on October 30,
1992. The Agreement is substantially identical to a prior Agreement which was
initially approved by the Board of Trustees on July 8, 1991. The Agreement
took effect on June 30, 1993 upon the spin-off by Sears, Roebuck and Co. of
its remaining shares of DWDC. Under its terms, the Distribution Agreement
remained in effect until April 30, 1994, and will remain in effect from year
to year thereafter if approved by the Trustees. At a meeting held on April 8,
1994, the Trustees, including all of the Independent Trustees, voted to
approve the continuance of the Distribution Agreement until April 30, 1995.

The Distributor has agreed to pay certain expenses of the offering of the
Fund's shares, including 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 will bear the costs of initial typesetting, printing
and distribution to shareholders. The Fund and the Distributor have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

PLAN OF DISTRIBUTION

As discussed in the Prospectus, the Fund has entered into a Plan of
Distribution pursuant to Rule 12b-1 under the Act with the Distributor
whereby the expenses of certain activities in connection with the
distribution of shares of the Fund are reimbursed. The Plan was initially
approved by the Trustees of the Fund on July 18, 1991, by DWR, the then sole
shareholder of the Fund on July 19, 1991, and by the Fund's shareholders at a
Special Meeting of Shareholders on October 14, 1992. The vote of the Trustees
included a majority of the Trustees who are not and were not at the time of
their votes interested persons of the Fund and who have and had at the time
of their votes no direct or indirect financial interest in the

<PAGE>

operation of the Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on such Plan. In determining to
approve the Plan, the Trustees, including the Independent Trustees, concluded
that, in their judgment, there is a reasonable likelihood that the Plan will
benefit the Fund and its shareholders.

The Plan provides that the Distributor will bear the expense of all
promotional and distribution related activities on behalf of the Fund,
including personal services to shareholders and maintenance of shareholder
accounts, except for expenses that the Trustees determine to reimburse, as
described below. The Distributor, DWR, its affiliates and any other selected
broker-dealer may be reimbursed for the following expenses and services under
the Plan: (1) compensation to and expenses of account executives and other
employees of DWR, its affiliates and other selected broker-dealers, including
overhead and telephone expenses; (2) sales incentives and bonuses to sales
representatives and to marketing personnel in connection with promoting sales
of the Fund's shares; (3) expenses incurred in connection with promoting
sales of the Fund's shares; (4) preparing and distributing sales literature;
and (5) providing advertising and promotional activities, including direct
mail solicitation and television, radio, newspaper, magazine and other media
advertisements.

The Fund is authorized to reimburse specific expenses incurred or to be
incurred in promoting the distribution of the Fund's shares and in servicing
shareholder accounts. Reimbursement is made through monthly payments in
amounts determined in advance of each fiscal quarter by the Trustees,
including a majority of the Independent Trustees. The amount of each monthly
payment may in no event exceed an amount equal to a payment at the annual
rate of 0.35 of 1% of the Fund's average daily net assets during the month.
No interest or other financing charges, if any, incurred on any distribution
expenses will be reimbursable under the Plan. In making quarterly
determinations of the amounts that may be expended by the Fund, the
Distributor will provide and the Trustees will review a quarterly budget of
projected distribution expenses to be incurred on behalf of the Fund,
together with a report explaining the purposes and anticipated benefits of
incurring such expenses. The Trustees will determine which particular
expenses, and the portions thereof, that may be borne by the Fund, and in
making such a determination shall consider the scope of the Distributor's
commitment to promoting the distribution of the Fund's shares.

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 (of which
the Distributor is a member). Such portion of the fee is a payment made for
personal service and/or 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 by the aforementioned Rules of Fair
Practice.

At their meeting held on October 30, 1992, the Trustees of the Fund,
including all of the Independent 12b-1 Trustees, approved certain amendments
to the Plan which took effect in January, 1993 and were designed to reflect
the fact that upon the reorganization described above, the share distribution
and shareholder service activities theretofore performed for the Fund by DWR
were assumed by the Distributor and 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 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, including
personal services to shareholders and maintenance of shareholder accounts.

DWR's account executives are credited with an annual gross residual
commission, currently a gross residual of up to 0.35% of the current value of
the respective accounts for which they are the account executives of record.
The "gross residual" is a charge which reflects residual commissions paid by
DWR to its account executives and expenses of DWR associated with the sale
and promotion of Fund shares and the servicing of shareholders' accounts,
including the expenses of operating branch offices in

<PAGE>

connection with the servicing of shareholders' accounts, which expenses
include lease costs, the salaries and employee benefits of operations and
sales support personnel, utility costs, communications costs and the costs of
stationery and supplies and other expenses relating to branch office
servicing of shareholder accounts. The portion of the annual gross residual
commission allocated to servicing of shareholders' accounts does not exceed
0.25% of the average annual net asset value of shares sold by the account
executive.

Under the Plan, 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.

The Fund accrued $2,235,259 to DWR and the Distributor pursuant to the
Plan for the fiscal year ended May 31, 1994, amounting to an annual rate of
0.35 of 1% of the Fund's average daily net assets for the fiscal year. Based
upon the total amounts spent by the Distributor during the period, it is
estimated that the amount paid by the Fund to the Distributor for
distribution was spent in approximately the following ways: (i)
advertising--$-0-; (ii) printing and mailing prospectuses to other than
current shareholders--$-0-; (iii) compensation to underwriters--$-0-; (iv)
compensation to dealers--$-0-; (v) compensation to sales personnel--$-0-; and
(vi) other, which includes payments to DWR for expenses substantially all of
which relate to compensation of sales personnel (including compensation for
servicing shareholder accounts) and associated overhead expenses--$2,235,259.

The Plan remained in effect until April 30, 1992, and will continue from
year to year thereafter, provided such continuance is approved annually by a
vote of the Trustees, including a majority of the Independent 12b-1 Trustees.
At their meeting held on April 8, 1994, the Trustees, including a majority of
the Independent 12b-1 Trustees, approved the continuance of the Plan until
April 30, 1995. At that meeting, the Trustees of the Fund, including a
majority of the Independent 12b-1 Trustees, also approved certain technical
amendments to the Plan in connection with recent amendments adopted by the
National Association of Securities Dealers to its Rules of Fair Practice. Any
amendment to increase materially the maximum amount authorized to be spent
under the Plan must be approved by the shareholders of the Fund, and all
material amendments to the Plan must be approved by the Trustees 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 Trustees or
by a vote of the holders of a majority of the outstanding voting securities
of the Trust (as defined in the Act) on not more than 30 days written notice
to any other party to the Plan. So long as the Plan is in effect, the
selection or nomination of the Independent Trustees is committed to the
discretion of the Independent Trustees.

Under the Plan the Distributor provides the Fund, for review by the
Trustees, and the Trustees review, promptly after the end of each calendar
quarter, a written report regarding the distribution expenses incurred on
behalf of the Fund during such calendar quarter, which report includes (1) an
itemization of the types of expenses and the purposes therefor; (2) the
amounts of such expenses; and (3) a description of the benefits derived by
the Fund. In the Trustees' quarterly review of the Plan they consider its
continued appropriateness and the level of compensation provided therein.

No interested person of the Fund nor any Trustee 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, DWSC, 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.

DETERMINATION OF NET ASSET VALUE

As discussed in the Prospectus, the net asset value per share of the Fund
is determined at 4:00 p.m., New York time, on each day the New York Stock
Exchange is open, by taking the value of all the assets of the Fund,
subtracting all liabilities, dividing by the number of shares outstanding and
adjusting the result to the nearest cent. The New York Stock Exchange
currently observes the following holidays: New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

<PAGE>

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

Shareholder Investment Account. Upon purchase of shares of the Fund, a
Shareholder Investment Account is opened for the investor on the books of the
Fund, maintained by Dean Witter Trust Company (the "Transfer Agent"), in full
and fractional shares of the Fund (rounded to the nearest 1/100 of a share).
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. No certificates will be issued for fractional shares or to
shareholders who have elected the pre-designated bank account method,
Systematic Withdrawal Plan or check writing privilege of withdrawing cash
from their accounts. Whenever a shareholder instituted transaction takes
place in the Shareholder Investment Account, the shareholder will be mailed a
written confirmation of the transaction from the Fund or from DWR or other
selected broker-dealer.

Automatic Investment of Dividends and Distributions. All 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 in shares of the Fund
at the net asset value per share as of the close of business on the record
date. An investor may terminate such agency at any time and may request the
Transfer Agent in writing to have subsequent dividends and/or capital gains
distributions paid in cash rather than shares. Such request must be received
by the Transfer Agent at least five (5) business days prior to the record
date for which it commences to take effect. In 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 other selected
broker-dealer.

Investment of Distributions Received in Cash. As discussed in the
Prospectus, any shareholder who receives a cash payment representing a
dividend or capital gains distribution may invest such dividend or
distribution at net asset value (without sales charge) 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 the proceeds by the Transfer Agent.

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
Short-Term U.S. Treasury Trust, directly to the 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.

Systematic Withdrawal Plan. As discussed in the Prospectus, a 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 offering price.
The 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.

Dividends and capital gains distributions on shares held under the
Systematic Withdrawal Plan will be invested in additional full and fractional
shares at net asset value (without a sales charge). Shares will be credited
to an open account for the investor by the Transfer Agent; no share
certificates will be issued. A shareholder is entitled to a share certificate
upon written request to the Transfer Agent, although in that event the
shareholder's Systematic Withdrawal Plan will be terminated.

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

<PAGE>

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.

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
guarantor). A shareholder may, at any time, change the amount and interval of
withdrawal payments and the address to which checks are mailed by written
notification to the Transfer Agent. The shareholder's signature on such
notification must be guaranteed in the manner described above. The
shareholder may also terminate the Systematic 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 Shareholder Investment Account. The
shareholder may also redeem all or part of the shares held in the Systematic
Withdrawal Plan account (see "Redemptions and Repurchases" in the Prospectus)
at any time. The Systematic Withdrawal Plan is not available for shares held
in an Exchange Privilege Account.

EXCHANGE PRIVILEGE

As discussed in the Prospectus under the caption "Exchange Privilege," an
Exchange Privilege exists whereby investors who have purchased shares of any
of the Dean Witter Funds sold with either a front-end sales charge ("FESC
funds") or a contingent deferred sales charge ("CDSC funds") will be
permitted, after the shares of the fund acquired by purchase (not by exchange
or dividend reinvestment) have been held for thirty days, to redeem all or
part of their shares in that fund, have the proceeds invested in shares of
the Fund, Dean Witter Limited Term Municipal Trust and Dean Witter Short-Term
Bond Fund, and in shares of five money market funds: Dean Witter Liquid Asset
Fund Inc., Dean Witter Tax-Free Daily Income Trust, Dean Witter California
Tax-Free Daily Income Trust, Dean Witter New York Municipal Money Market
Trust, or Dean Witter U.S. Government Money Market Trust (these eight funds,
including the Fund, are hereinafter collectively referred to as "Exchange
Funds"). There is no waiting period for exchanges of shares acquired by
exchange or dividend reinvestment. Subsequently, shares of Exchange Funds
received in an exchange for shares of an FESC fund (regardless of the type of
fund originally purchased) may be redeemed and exchanged for shares of other
Exchange Funds, FESC funds or CDSC funds (however, shares of CDSC funds,
including shares acquired in exchange of (i) shares of FESC funds or (ii)
shares of Exchange Funds which were acquired in exchange for shares of FESC
funds, may not be exchanged for shares of FESC funds). Additionally, shares
of Exchange Funds received in an exchange for shares of a CDSC fund
(regardless of the type of fund originally purchased) may be redeemed and
exchanged for shares of Exchange Funds or CDSC funds. Ultimately, any
applicable contingent deferred sales charge ("CDSC") will have to be paid
upon redemption of shares originally purchased from a CDSC fund. An exchange
will be treated for federal income tax purposes the same as a repurchase or
redemption of shares, on which the shareholder may realize a capital gain or
loss.

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.)

When shares of any CDSC fund are exchanged for shares of any 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 holding
period or "year

<PAGE>

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 of a CDSC fund exchanged into the Exchange Fund on or after
April 23, 1990, upon redemption of shares which results in a CDSC being
imposed, a credit (not to exceed the amount of the CDSC) will be given in an
amount equal to the Exchange Fund 12b-1 distribution fees, if any, incurred
on or after that date 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 Exchange Fund, with no
CDSC being imposed on such exchange. The holding 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.
Shares of a CDSC fund acquired in exchange for shares of an FESC fund (or in
exchange for shares of other Dean Witter Funds for which shares of an FESC
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 and (iii) acquired in
exchange for shares of FESC funds, or for shares of other Dean Witter Funds
for which shares of FESC funds have been exchanged (all such shares called
"Free Shares"), will be exchanged first. Shares of Dean Witter American Value
Fund acquired prior to April 30, 1984, shares of Dean Witter Dividend Growth
Securities Inc. and Dean Witter Natural Resource Development Securities Inc.
acquired prior to July 2, 1984, and shares of Dean Witter Strategist Fund
acquired prior to November 8, 1989 are also considered Free Shares and will
be the first Free Shares to be exchanged. After an exchange, all dividends
earned on shares in the 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 the same Exchange Privilege Account, the
shares of that block that are subject to a lower 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 CDSC fund 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 or telegraph instructions. Accordingly, in
such event, the investor shall bear the risk of loss. The staff of the
Securities and Exchange Commission is currently considering the propriety of
such policies.

<PAGE>

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 any selected
broker-dealer in the performance of such functions.

With respect to exchanges, redemptions 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
the 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 broker-dealer for any transactions pursuant to this Exchange
Privilege.

Shares of the Fund acquired from a CDSC Fund or an FESC Fund pursuant to
the Exchange Privilege will be held by the Fund's Transfer Agent in an
Exchange Privilege Account distinct from any account of the same shareholder
who may have acquired shares of the Fund directly. A shareholder of the Fund
will not be permitted to make additional investments in such Exchange
Privilege Account, except through the exchange of additional shares of the
fund in which the shareholder had initially invested, and the proceeds of any
shares redeemed from such Account may not thereafter be placed back into that
Account. If such a shareholder desires to make any additional investments in
the Fund, a separate account will be maintained for receipt of such
investments. The Fund will have additional costs for account maintenance if a
shareholder has more than one account with the Fund.

Exchanges are subject to the minimum investment requirement and any other
conditions imposed by each fund. (The minimum initial investment is $10,000
for the Fund (although the Fund, in its discretion, may accept initial
investments of as low as $5,000) and $5,000 for Dean Witter Liquid Asset Fund
Inc., Dean Witter Tax-Free Daily Income Trust, Dean Witter California
Tax-Free Daily Income Trust, and Dean Witter New York Municipal Money Market
Trust, although those funds may, at their discretion, accept initial
investments of as low as $1,000. 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 the Fund or 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 any of the Dean Witter Funds, upon such notice as may
be required by applicable regulatory agencies (presently sixty days prior
written notice 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 this Exchange Privilege, and
provided further that the Exchange Privilege may be terminated or materially
revised 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.

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

<PAGE>

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

As discussed in the Prospectus, shares of the Fund may be redeemed at net
asset value on any day the New York Stock Exchange is open (see
"Determination of Net Asset Value"). Redemptions will be effected at the net
asset value per share next determined after the receipt of a redemption
request meeting the applicable requirements discussed in the Prospectus. When
a redemption is made by check and a check is presented to the Transfer Agent
for payment, the Transfer Agent will redeem a sufficient number of full and
fractional shares in the shareholder's account to cover the amount of the
check. This enables the shareholder to continue earning daily income
dividends until the check has cleared.

A check drawn by a shareholder against his or her other account in the
Fund constitutes a request for redemption of a number of shares sufficient to
provide proceeds equal to the amount of the check. Payment of the proceeds of
a check will normally be made on the next business day after receipt by the
Transfer Agent of the check in proper form. If a check is presented for
payment to the Transfer Agent by a shareholder or payee in person, the
Transfer Agent will make payment by means of a check drawn on the Fund's
account or, in the case of a shareholder payee, to the shareholder's
predesignated bank account, but will not make payment in cash.

The Prospectus describes redemption procedures by check, telephone or wire
instructions with payment to a predesignated bank account, or by mail.

Payment for Shares Redeemed or Repurchased. As discussed in the
Prospectus, payment for shares presented for repurchase or redemption will be
ordinarily made by check within seven days after receipt by the Transfer
Agent of the certificate and/or written request in good order. Such payment
may be postponed or the right of redemption suspended 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 to fairly 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 (including a certified or bank cashier's check), payment of
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).

Involuntary Redemption. As discussed in the Prospectus, due to the
relatively high cost of handling small investments, the Fund reserves the
right to redeem, at net asset value, the shares of any shareholders whose
shares have a value of less than $1,000 or such lesser amounts as may be
fixed by the Trustees. However, before the Trust redeems such shares and
sends the proceeds to the shareholder, it will notify the shareholder that
the value of its shares is less than $1,000 and allow the shareholder 60 days
to make an additional investment in an amount which will increase the value
of the account to $1,000 or more before the redemption is processed.

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

Because the Fund intends to distribute all of its net investment income
and capital gains to shareholders and intends to otherwise comply with all
the provisions of Subchapter M of the Internal Revenue Code of 1986, it is
not expected that the Fund will be required to pay any federal income tax on
such income and capital gains. If however, any such capital gains are
retained, the Fund will pay federal income tax thereon. In such a case,
shareholders will have to include such retained gains in their income but
will be able to claim their share of the tax paid by the Fund as a credit
against their individual federal income tax.

Shareholders will normally have to pay federal income taxes on the
dividends and capital gains distributions they receive from the Fund. Such
dividends and distributions derived from net investment income or short-term
capital gains are taxable to the shareholder as ordinary dividend income
regardless of how long a shareholder has held the Fund's shares and whether
the shareholder receives such

<PAGE>

dividends or distributions in additional shares or in cash. Distributions of
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.

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 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 at either ordinary
or capital gain rates. Therefore, an investor should consider the tax
implications of purchasing Fund shares immediately prior to a dividend or
distribution record date.

Under current federal tax law, the Fund will receive net investment income
in the form of interest by virtue of holding Treasury bills, notes and bonds,
and will recognize income attributable to it from holding zero coupon
Treasury securities. 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 payment in cash on the security during the year. As an investment
company, the Fund must pay out substantially all of its net investment income
each year. Accordingly, the Fund may be required to pay out as an income
distribution each year an amount which is greater than the total amount of
cash receipts of interest the Fund actually received. Such distributions will
be made from the available cash of the Fund or by liquidation of portfolio
securities, if necessary. If a distribution of cash necessitates the
liquidation of portfolio securities, the Investment Manager will select which
securities to sell. The Fund may realize a gain or loss from such sales. In
the event the Trust realizes net capital gains from such transactions, its
shareholders may receive a larger capital gain distribution, if any, than
they would in the absence of such transactions.

State and Local Taxes. The Fund intends to invest only in the obligations
of the U.S. Government that provide interest income exempt from most state
and local taxes. Because all States presently allow the pass-through of
federal obligation interest derived from specific federal obligations, it is
anticipated that substantially all of the interest income generated by the
Fund and paid out to shareholders as net investment income will be exempt
from the taxation of most state and local jurisdictions. Such investment
income, however, will not be exempt from federal tax. Furthermore, any
capital gains realized by the Fund will not be exempt from federal, and
generally, state and local taxes. It should be noted that although the Fund
intends to invest only in securities the pass-through income from which is
believed exempt from state and local income taxes, except as noted above, it
is possible that a state or local taxing authority may seek to tax an
investor on a portion of the interest income of a particular government
obligation held by the Fund.

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

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

As discussed in the Prospectus, from time to time the Fund may quote its
"yield" and/or its "total return" in advertisements and sales literature.
Yield is calculated for any 30-day period as follows: the amount of interest
and/or dividend income for each security in the Fund's portfolio is
determined in accordance with regulatory requirements; the total for the
entire portfolio constitutes the Fund's gross income for the period. Expenses
accrued during the period are subtracted to arrive at "net investment
income". The resulting amount is divided by the product of the net asset
value per share on the last day of the period multiplied by the average
number of Fund shares outstanding during the period that were entitled to
dividends. This amount is added to 1 and raised to the sixth power. 1 is then
subtracted from the result and the difference is multiplied by 2 to arrive at
the annualized yield. The Fund's yield for the 30-day period ended May 31,
1994 was 5.28%.

<PAGE>

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. 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 return for the Fund for the fiscal
year ended May 31, 1994, and for the period August 13, 1991 (commencement of
operations) through May 31, 1994 were 0.25%, and 4.80%, 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. 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 by the initial $1,000 investment and subtracting 1
from the result. The Fund's total return for the year ended May 31, 1994 and
for the period August 13, 1991 (commencement of operations) through May 31,
1994 were 0.25% and 14.01% respectively.

The Fund may also advertise the growth of a hypothetical investment of
$10,000, $50,000 or $100,000 in shares of the Fund by adding 1 to the Fund's
aggregate total return 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 $11,401, $57,005 and $114,010, respectively, at
May 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 SHARES OF THE FUND
- -----------------------------------------------------------------------------

The shareholders of the Fund are entitled to a full vote for each full
share held. The Trustees were elected by the shareholders at a Special
Meeting of Shareholders of the Fund held on January 12, 1993. Messrs. Bozic,
Purcell and Schroeder were elected by the existing Trustees. The Trustees
themselves have the power to alter the number and the terms of office of the
Trustees, and they may at any time lengthen their own terms or make their
terms of unlimited duration and appoint their own successors, provided that
always at least a majority of the Trustees has been elected by the
shareholders of the Fund. Under certain circumstances the Trustees may be
removed by action of the Trustees. The shareholders also have the right under
certain circumstances to remove the Trustees. The voting rights of
shareholders are not cumulative, so that holders of more than 50 percent of
the shares voting can, if they choose, elect all Trustees being selected,
while the holders of the remaining shares would be unable to elect any
Trustees.

The Declaration of Trust permits the Trustees to authorize the creation of
additional series of shares (the proceeds of which would be invested in
separate, independently managed portfolios) and additional classes of shares
within any series (which would be used to distinguish among the rights of
different categories of shareholders, as might be required by future
regulations or other unforeseen circumstances). However, the Trustees have
not authorized any such additional series or classes of shares.

The Declaration of Trust further provides that no Trustee, officer,
employee or agent of the Fund is liable to the Fund or to a shareholder, nor
is any Trustee, officer, employee or agent liable to any third persons in
connection with the affairs of the Fund, except as such liability may arise
from his or its own bad faith, willful misfeasance, gross negligence, or
reckless disregard of his duties. It also provides that all third persons
shall look solely to the Fund's property for satisfaction of claims arising
in connection with the affairs of the Fund. With the exceptions stated, the
Declaration of Trust provides that a Trustee, officer, employee or agent is
entitled to be indemnified against all liability in connection with the
affairs of the Fund.

<PAGE>

The Fund is authorized to issue an unlimited number of shares of
beneficial interest. The Fund shall be of unlimited duration, subject to the
provisions in the Declaration of Trust concerning termination by action of
the shareholders.

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

The Bank of New York, 110 Washington Street, New York, New York 10286 is
the Custodian of the Fund's assets. Any Fund cash balances with the Custodian
in excess of $100,000 are unprotected by Federal deposit insurance. Such
amounts 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 Trust's shares and
Dividend Disbursing Agent for payment of dividends and distributions on Trust
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 of Dean Witter Distributors 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 from the Fund.

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

Price Waterhouse serves as the independent accountants of the Fund. The
independent account-ants 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 account-ants, will be
sent to shareholders each year.

The Fund's fiscal year ends on May 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 Trustees.

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.

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, 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.

<PAGE>

DEAN WITTER SHORT-TERM U.S. TREASURY TRUST
PORTFOLIO OF INVESTMENTS
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT COUPON MATURITY
(IN THOUSANDS) RATE DATE VALUE
- ---------------- -------- ---------- ------------
<S> <C> <C> <C>
U.S. GOVERNMENT
OBLIGATIONS (99.1%)
U.S. TREASURY STRIPS
(9.6%)
$10,000 ............ 0.00 % 5/15/96 $ 8,902,663
10,000 ............ 0.00 5/15/97 8,293,505
20,000 ............ 0.00 5/15/97 16,577,512
20,000 ............ 0.00 11/15/97 15,995,206
------------
TOTAL U.S. TREASURY STRIPS
(IDENTIFIED COST $52,133,056) ....... 49,768,886
------------
U.S. TREASURY NOTES (88.8%)

5,000 ............ 3.875 2/28/95 4,952,344
5,000 ............ 3.875 4/30/95 4,934,375
17,600 ............ 3.875 10/31/95 17,176,500
20,000 ............ 4.00 1/31/96 19,425,000
5,000 ............ 4.625 2/15/96 4,898,438
30,000 ............ 4.625 2/29/96 29,376,563
4,000 ............ 4.625 8/15/95 3,957,500
10,000 ............ 4.75 9/30/98 9,295,313
20,000 ............ 4.75 10/31/98 18,543,750
20,000 ............ 4.75 2/15/97 19,243,750
53,000 ............ 5.00 1/31/99 49,414,218
5,000 ............ 5.125 2/28/98 4,764,062
5,000 ............ 5.125 3/31/98 4,757,813
20,000 ............ 5.125 6/30/98 18,943,750
20,000 ............ 5.125 11/30/98 18,790,625
10,000 ............ 5.25 7/31/98 9,503,125
5,000 ............ 5.375 5/31/98 4,784,375
30,000 ............ 5.50 2/15/95 30,065,625
25,000 ............ 5.50 7/31/97 24,355,468
10,000 ............ 5.50 9/30/97 9,717,187
10,000 ............ 5.875 5/15/95 10,043,750
20,000 ............ 6.00 11/15/94 20,096,875
40,000 ............ 6.125 12/31/96 39,956,250
10,000 ............ 6.375 6/30/97 10,009,375
25,000 ............ 6.50 11/30/96 25,160,156
5,000 ............ 6.875 10/31/96 5,074,219
40,000 ............ 7.00 9/30/96 40,737,500
------------
TOTAL U.S. TREASURY NOTES
(IDENTIFIED COST $468,853,511) ...... 457,977,906
------------
</TABLE>

<PAGE>

DEAN WITTER SHORT-TERM U.S. TREASURY TRUST
PORTFOLIO OF INVESTMENTS (continued)
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT COUPON MATURITY
(IN THOUSANDS) RATE DATE VALUE
- ---------------- -------- ---------- -------------
<S> <C> <C> <C>
SHORT-TERM INVESTMENT (0.7%)
U.S. TREASURY BILLS (a) (0.7%)
(Identified Cost $3,594,405)
$ 3,600 ....................... 3.73% 6/16/94 $ 3,594,405
-------------
TOTAL INVESTMENTS
(IDENTIFIED COST
$524,580,972)(B) ....................... 99.1% 511,341,197
CASH AND OTHER ASSETS IN
EXCESS OF LIABILITIES ................ . 0.9 4,675,879
---------- -------------
NET ASSETS .............................. 100.0% $516,017,076
========== =============
<FN>
(a) U.S. Treasury bills were purchased on a discount basis. The rate shown
reflects the bond equivalent interest rate.

(b) The aggregate cost of investments for federal income tax purposes is
$524,580,972; the aggregate gross unrealized appreciation is $1,385,173
and the aggregate gross unrealized depreciation is $14,624,948,
resulting in net unrealized depreciation of $13,239,775.
</TABLE>

See Notes to Financial Statements

<PAGE>

DEAN WITTER SHORT-TERM U.S. TREASURY TRUST
FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
May 31, 1994
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments in securities, at value
(identified cost $524,580,972)(Note 1) .. $511,341,197
Cash ...................................... 150,853
Receivable for:
Interest ................................. 5,833,196
Shares of beneficial interest sold ...... 633,128
Prepaid expenses .......................... 113,671
Deferred organizational expenses (Note 1) 60,558
--------------
TOTAL ASSETS ............................ 518,132,603
--------------
LIABILITIES:
Payable for:
Shares of beneficial interest repurchased 1,371,377
Dividends to shareholders ................ 343,536
Investment management fee (Note 2) ...... 161,766
Plan of distribution fee (Note 3) ....... 161,766
Accrued expenses .......................... 77,082
--------------
TOTAL LIABILITIES ....................... 2,115,527
--------------
NET ASSETS:
Paid-in-capital ........................... 530,949,155
Accumulated net realized loss ............. (1,864,974)
Net unrealized depreciation on investments (13,239,775)
Accumulated undistributed net investment
income ................................... 172,670
--------------
NET ASSETS .............................. $516,017,076
==============
NET ASSET VALUE PER SHARE, 52,213,696
shares outstanding (unlimited shares
authorized of $.01 par value) ............ $9.88
==============
</TABLE>

STATEMENT OF OPERATIONS
For the year ended May 31, 1994
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
INTEREST INCOME .......................... $ 35,591,097
--------------
EXPENSES
Investment management fee (Note 2) ..... 2,249,631
Plan of distribution fee (Note 3) ...... 2,235,259
Transfer agent fees and expenses ....... 262,732
Registration fees ....................... 175,454
Professional fees ....................... 37,746
Shareholder reports and notices ........ 33,897
Organizational expenses (Note 1) ....... 26,937
Trustees' fees and expenses ............. 21,800
Custodian fees .......................... 20,609
Other ................................... 12,218
--------------
TOTAL EXPENSES ......................... 5,076,283
--------------
Net Investment Income ................. 30,514,814
--------------
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS (NOTE 1):
Net realized loss on investments ....... (1,832,563)
Net change in unrealized appreciation on
investments ............................ (26,597,480)
--------------
NET LOSS ON INVESTMENTS ................ (28,430,043)
--------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ........... $ 2,084,771
==============
</TABLE>

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED MAY 31, ENDED MAY 31,
1994 1993
-------------- --------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income ................................................... $ 30,514,814 $ 29,832,988
Net realized gain (loss) on investments ................................. (1,832,563) 266,090
Net change in unrealized appreciation on investments .................... (26,597,480) 6,464,012
-------------- --------------
Net increase in net assets resulting from operations ................... 2,084,771 36,563,090
-------------- --------------
Dividends and distributions to shareholders from:
Net investment income ................................................... (30,758,353) (29,690,814)
Net realized gain on investments ........................................ (298,412) (679,492)
-------------- --------------
(31,056,765) (30,370,306)
-------------- --------------
Net increase (decrease) from transactions in shares of beneficial
interest (Note 6) ....................................................... (39,217,191) 54,458,749
-------------- --------------
Total increase (decrease) .............................................. (68,189,185) 60,651,533
NET ASSETS:
Beginning of period ...................................................... 584,206,261 523,554,728
-------------- --------------
END OF PERIOD (including undistributed net investment income
of $172,670 and $416,209, respectively) ................................. $516,017,076 $584,206,261
============== ==============
</TABLE>

See Notes to Financial Statements

<PAGE>

DEAN WITTER SHORT-TERM U.S. TREASURY TRUST
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------

1. ORGANIZATION AND ACCOUNTING POLICIES--Dean Witter Short-Term U.S. Treasury
Trust (the "Fund") is registered under the Investment Company Act of 1940, as
amended (the "Act"), as a diversified, open-end management investment
company. It was organized on June 4, 1991 as a Massachusetts business trust
and commenced operations on August 13, 1991.

The following is a summary of significant accounting policies:

A. Valuation of Investments--(1) all portfolio securities for which
over-the-counter market quotations are readily available are valued at the
bid price; (2) when market quotations are not readily available, portfolio
securities are valued at their fair value as determined in good faith under
procedures established by and under the general supervision of the Trustees
(valuation of 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); and (3) short-term debt securities with remaining
maturities of 60 days or less to maturity at time of purchase are valued at
amortized cost; other short-term securities are valued on a mark-to-market
basis until such time as they reach a remaining maturity of 60 days,
whereupon they are valued at amortized cost using their value on the 61st
day.

B. Accounting for Investments--Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). In computing net
investment income, the Fund does not amortize premiums or accrue discounts on
fixed income securities in the portfolio, except those original issue
discounts for which amortization is required for federal income tax purposes.
Additionally, with respect to market discount, a portion of any capital gain
realized upon disposition is recharacterized as investment income in
accordance with the provisions of the Internal Revenue Code. Realized gains
and losses on security transactions are determined on the identified cost
method. Interest income is accrued daily.

C. 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.

D. 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 that 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 reclassifications.
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 that
they exceed net investment income and net realized capital gains for tax
purposes, they are reported as distributions of paid-in-capital.

<PAGE>

DEAN WITTER SHORT-TERM U.S. TREASURY TRUST
NOTES TO FINANCIAL STATEMENTS (continued)
- -----------------------------------------------------------------------------

E. Organizational Expenses--The Fund has reimbursed the Manager for $135,000
of organizational expenses which have been deferred and are being amortized
by the Fund on the straight-line method over a period of five years from the
commencement of operations.

2. INVESTMENT MANAGEMENT AGREEMENT--Pursuant to an Investment Management
Agreement (the "Agreement") with Dean Witter InterCapital Inc. (the
"Investment Manager"), the Fund pays its Investment Manager a management fee
accrued daily and payable monthly by applying the annual rate of 0.35% to the
net assets of the Fund determined as of the close of each business day.

3. PLAN OF DISTRIBUTION--Shares of the Fund are distributed by Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of the Investment
Manager. To compensate the Distributor, the Fund adopted a Plan of
Distribution (the "Plan") pursuant to Rule 12b-1 under the Act with the
Distributor whereby the Distributor finances certain activities in connection
with the distribution of shares of the Fund.

Under the Plan, the Distributor bears the expense of all promotional and
distribution related activities on behalf of the Fund, except for expenses
that the Trustees determine to reimburse as described below. The following
activities and services may be provided by the Distributor under the Plan;
(1) compensation to sales representatives of the Distributor and other
broker-dealers; (2) sales incentives and bonuses to sales representatives and
to marketing personnel in connection with promoting sales of the Fund's
shares; (3) expenses incurred in connection with promoting sales of the
Fund's shares; (4) preparing and distributing sales literature; and (5)
providing advertising and promotional activities, including direct mail
solicitation and television, radio, newspaper, magazine and other media
advertisements.

The Fund is authorized to reimburse the Distributor for specific expenses
the Distributor incurs or plans to incur in promoting the distribution of the
Fund's shares. The amount of each monthly reimbursement payment may in no
event exceed an amount equal to a payment at the annual rate of 0.35% of the
Fund's average daily net assets during the month. For the year ended May 31,
1994, the distribution fee accrued was at the annual rate of 0.35%.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES--The cost of
purchases and the proceeds from sales of portfolio securities for the year
ended May 31, 1994, excluding short-term investments, aggregated $302,350,247
and $342,594,676, respectively.

Dean Witter Trust Company, an affiliate of the Investment Manager and
Distributor, is the Fund's transfer agent. At May 31, 1994, the Fund had
transfer agent fees and expenses payable of approximately $25,400.

<PAGE>

DEAN WITTER SHORT-TERM U.S. TREASURY TRUST
NOTES TO FINANCIAL STATEMENTS (continued)
- -----------------------------------------------------------------------------

Bowne & Co., Inc. is an affiliate of the Fund by virtue of a common Fund
Trustee and Director of Bowne & Co. During the year ended May 31, 1994, the
Fund paid Bowne & Co., Inc. $2,527 for printing of shareholder reports.

5. FEDERAL INCOME TAX STATUS--Any net capital losses incurred after October
31 ("post-October losses") within the taxable year are deemed to arise on the
first business day of the Fund's next taxable year. The Fund incurred and
will elect to defer such net capital losses of approximately $1,865,000
during fiscal 1994. As of May 31, 1994, the Fund had temporary book/tax
differences primarily attributable to post-October loss deferrals.

6. SHARES OF BENEFICIAL INTEREST--Transactions in shares of beneficial
interest were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED MAY 31, 1994 FOR THE YEAR ENDED MAY 31, 1993
------------------------------- -------------------------------
SHARES AMOUNT SHARES AMOUNT
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Sold ......................... 81,445,102 $ 837,411,660 83,302,728 $ 863,032,328
Reinvestment of dividends and
distributions ............... 2,575,965 26,371,210 2,511,899 26,016,212
-------------- --------------- -------------- ---------------
84,021,067 863,782,870 85,814,627 889,048,540
Repurchased .................. (88,298,619) (903,000,061) (80,582,390) (834,589,791)
-------------- --------------- -------------- ---------------
Net increase (decrease) ..... (4,277,552) $ (39,217,191) 5,232,237 $ 54,458,749
============== =============== ============== ===============
</TABLE>

<PAGE>

DEAN WITTER SHORT-TERM U.S. TREASURY TRUST
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------

Selected data and ratios for a share of beneficial interest outstanding
throughout each period:

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR FOR THE YEAR AUGUST 13, 1991*
ENDED MAY 31, ENDED MAY 31, THROUGH MAY 31,
1994 1993 1992
-------------- -------------- ----------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period ................... $ 10.34 $ 10.21 $ 10.00
-------------- -------------- ----------------
Net investment income ................................. 0.49 0.54 0.44
Net realized and unrealized gain (loss) on investments (0.45) 0.13 0.20
-------------- -------------- ----------------
Total from investment operations ....................... 0.04 0.67 0.64
-------------- -------------- ----------------
Less dividends and distributions:
Dividends from net investment income .................. (0.50) (0.53) (0.43)
Distribution from realized gains on investments ...... 0.00 (0.01) 0.00
-------------- -------------- ----------------
Total dividends and distributions ...................... (0.50) (0.54) (0.43)
-------------- -------------- ----------------
Net asset value, end of period ......................... $ 9.88 $ 10.34 $ 10.21
============== ============== ================
TOTAL INVESTMENT RETURN ................................ 0.25% 6.75% 6.55%(1)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) ............... $516,017 $584,206 $523,555
Ratio of expenses to average net assets ................ 0.79% 0.80% 0.79%(2)(3)
Ratio of net investment income to average net assets .. 4.74% 5.18% 5.49%(2)(3)
Portfolio turnover rate ................................ 49 % 21 % 12 %
<FN>
* Date of commencement of operations.
(1) Not annualized.
(2) Annualized.
(3) If the Fund had borne all expenses that were assumed or waived by the
Investment Manager, the above annualized expense ratio would have been
0.81% ($.065 per share) and the above annualized net investment income
ratio would have been 5.47% ($.437 per share).
</TABLE>

- -------------------------------------------------------------------------------
1994 FEDERAL TAX NOTICE (unaudited)
For the year ended May 31, 1994, the Fund paid to shareholders $0.00404
per share from long-term capital gains.
- -------------------------------------------------------------------------------

See Notes to Financial Statements
29

<PAGE>

DEAN WITTER SHORT-TERM U.S.TREASURY TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
- -----------------------------------------------------------------------------

To the Shareholders and Trustees of Dean Witter
Short-Term U.S. Treasury Trust

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
Short-Term U.S. Treasury Trust (the "Fund") at May 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 two years in the period then ended and for the period August
13, 1991 (commencement of operations) through May 31, 1992, 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 at May 31,
1994 by correspondence with the custodian, provide a reasonable basis for the
opinion expressed above.

PRICE WATERHOUSE
1177 Avenue of the Americas
New York, New York
July 5, 1994