ACTIVE ASSETS CALIFORNIA TAX FREE TRUST, 485BPOS, 1994-08-22

ACTIVE ASSETS CALIFORNIA TAX FREE TRUST
485BPOS, 1994-08-22

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1994

REGISTRATION NOS.: 33-41685
811-6530
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------

FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO.
---- / /
POST-EFFECTIVE AMENDMENT NO. 4 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
AMENDMENT NO. 5 /X/

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

ACTIVE ASSETS
CALIFORNIA TAX-FREE TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 392-1600

SHELDON CURTIS, ESQ.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

COPY TO:
DAVID M. BUTOWSKY, ESQ.
GORDON ALTMAN BUTOWSKY
WEITZEN SHALOV & WEIN
114 WEST 47TH STREET
NEW YORK, NEW YORK 10036
----------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Post-Effective Amendment becomes effective.

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
_X_ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)
___ on pursuant to paragraph (a) of rule 485.

THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO SECTION (A) (1) OF RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940. THE REGISTRANT HAS FILED THE RULE 24F-2 NOTICE,
FOR ITS FISCAL YEAR ENDED JUNE 30, 1994, WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST 4, 1994.

AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS

-------------------------------------------------------
-------------------------------------------------------
<PAGE>
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

CROSS-REFERENCE SHEET

FORM N-1A

ITEM CAPTION
PART A PROSPECTUS
1. ..................... Cover (page 1 of Active Assets Money Trust
Prospectus)
2........................ Highlights; Summary of Trust Expenses; Financial
Highlights
3........................ Dividends, Distributions and Taxes (Appendix)
4........................ Investment Objectives and Policies; Highlights; The
Trusts and Their Management (Appendix)
5........................ Investment Objectives and Policies; The Trusts and
Their Management (Appendix); Back Cover
6........................ Dividends, Distribution and Taxes (Appendix); General
Information (Appendix)
7........................ How Net Asset Value is Determined (Appendix);
Purchase and Redemption of Shares (Appendix)
8........................ Purchase and Redemption of Shares (Appendix)
9........................ Not Applicable
PART B STATEMENT OF ADDITIONAL INFORMATION
10....................... Cover Page
11....................... Table of Contents
12....................... Not Applicable
13....................... Investment Practices and Policies; Investment
Restrictions
14....................... Investment Manager (Appendix); Trustees and Officers
(Appendix)
15....................... Investment Manager (Appendix); Trustees and Officers
(Appendix)
16....................... Investment Manager (Appendix); Custodian and Transfer
Agent (Appendix); Experts (Appendix)
17....................... Portfolio Transactions and Brokerage (Appendix)
18....................... General Information (Appendix)
19....................... How Net Asset Value is Determined; Experts (Appendix)
20....................... Dividends, Distributions and Taxes
21....................... Investment Manager (Appendix)
22....................... Dividends, Distributions and Taxes
23....................... Experts (Appendix)

PART C

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
ACTIVE ASSETS MONEY TRUST
ACTIVE ASSETS TAX-FREE TRUST
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
--------------------

THIS DOCUMENT CONSISTS OF THE PROSPECTUSES OF ACTIVE ASSETS MONEY TRUST,
ACTIVE ASSETS TAX-FREE TRUST, ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST AND ACTIVE
ASSETS GOVERNMENT SECURITIES TRUST (COLLECTIVELY, THE "TRUSTS") AND AN APPENDIX
TO SUCH PROSPECTUSES WHICH CONSTITUTES PART OF THE PROSPECTUSES. A TABLE OF
CONTENTS IS CONTAINED ON PAGE 1 OF EACH PROSPECTUS.
------------------------

Each Trust is a diversified open-end management investment company seeking
high current income, preservation of capital and liquidity from investments in
short-term securities. Active Assets Money Trust invests in money market
instruments generally; Active Assets Tax-Free Trust invests in high quality,
short-term tax-exempt securities and pays dividends exempt from federal personal
income taxation; Active Assets California Tax-Free Trust invests in high
quality, short-term California tax-exempt securities and pays dividends exempt
from federal and California personal income taxation; and Active Assets
Government Securities Trust invests in money market instruments issued or
guaranteed by the United States Government or its agencies or instrumentalities.

The Active Assets -R- Account financial service program ("Active Assets") of
Dean Witter Reynolds Inc. ("Dean Witter") provides a medium for the investment
of free credit cash balances held in the Active Assets account in shares of the
Trusts. An Active Assets account is a Dean Witter securities account (the
"Securities Account") which is linked to the Trusts, a Federal Deposit Insurance
Corporation ("FDIC") insured bank account (the "Active Assets Insured Account")
maintained at a bank which has entered into an agreement with Dean Witter to
participate in Active Assets and a Visa-R- check/card account maintained by Bank
One, Columbus, N.A., Columbus, Ohio ("Visa Account").

The annual fee for participation in the Active Assets program is presently
$80 ($100 for corporations). Dean Witter may charge certain group or special
accounts a different fee. Dean Witter reserves the right to change the fee for
participation in the Active Assets program at any time. As described in the
Appendix to the Prospectus under the section "Purchase of Shares", shares of the
Trusts may be purchased by investors maintaining brokerage accounts with Dean
Witter who are not subscribers to the Active Assets program. In addition,
certain other Securities Accounts which are not subscribers to the Active Assets
Program may be linked to the Trusts and the Active Assets Insured Account.
Shareholders of the Trusts not subscribing to the Active Assets program will not
be charged the program fee.

Subject to the conditions set forth herein, a subscriber to the Active
Assets program will have his or her free credit cash balances held in the
account automatically invested daily in shares of any of the Trusts or
transmitted to the bank for deposit into the Active Assets Insured Account,
depending upon which investment is selected by the investor, and earn a return
thereon pending further investment of such funds in other aspects of the Active
Assets program or utilization through the Visa Account. A program participant
may make additional investments in or change his or her chosen investment at any
time by following the procedures set forth in the Appendix under "Purchase and
Redemption of Shares".
------------------------

THE INFORMATION IN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE DEAN
WITTER CLIENT AGREEMENT WHICH IS BEING FURNISHED TO ALL ACTIVE ASSETS
SUBSCRIBERS (OR OTHER ACCOUNT AGREEMENT FOR NON-ACTIVE ASSETS SUBSCRIBERS) AND
WILL BE FURNISHED TO NEW SUBSCRIBERS PRIOR TO THE TIME AN ACTIVE ASSETS ACCOUNT,
OR OTHER SECURITIES ACCOUNT, IS OPENED. REFERENCE IS MADE TO SUCH MATERIAL FOR
INFORMATION WITH RESPECT TO THE ACTIVE ASSETS AND OTHER PROGRAMS, INCLUDING THE
FEES RELATED THERETO. FOR MORE COMPLETE DETAILS ABOUT THE ACTIVE ASSETS INSURED
ACCOUNT, INCLUDING PROCEDURES FOR TRANSFERRING FROM ANY OF THE TRUSTS, THE
SUBSCRIBER SHOULD CONSULT HIS OR HER DEAN WITTER ACCOUNT EXECUTIVE.

<TABLE>
<S> <C> <C> <C>
For information on participation in the Active Assets program and information relating to a
specific account, call:
- Anywhere in the United States, Puerto Rico - In New York City (212) 392-5000
and the Virgin Islands toll free at (800)
869-3326
</TABLE>

ACTIVE ASSETS IS A REGISTERED TRADEMARK OF DEAN WITTER REYNOLDS INC. AUGUST 22,
1994

<PAGE>
TRUSTEES AND OFFICERS

ACTIVE ASSETS MONEY TRUST
ACTIVE ASSETS TAX-FREE TRUST
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

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 J. Purcell

John L. Schroeder

Edward R. Telling

OFFICERS

Charles A. Fiumefreddo
Chairman and Chief Executive Officer

Sheldon Curtis
Vice President, Secretary and
General Counsel

Jonathan R. Page
Vice President

Katherine H. Stromberg
Vice President

Thomas F. Caloia
Treasurer
<PAGE>
ACTIVE ASSETS MONEY TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 - (212) 392-5000

Active Assets Money Trust (the "Money Trust" or the "Trust") is a no-load,
diversified open-end management investment company the investment objectives of
which are high current income, preservation of capital and liquidity. The Trust
is authorized to reimburse Dean Witter Distributors Inc. for specific expenses
incurred in promoting the distribution of the Trust's shares pursuant to a Plan
of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940,
as amended (the "Act"). Reimbursement may in no event exceed an amount equal to
payments at the annual rate of 0.15% of the average daily net assets of the
Trust.

The Trust will invest in a diversified portfolio of short-term money market
instruments consisting primarily of United States Government securities,
obligations of U.S. regulated banks and savings and loan associations having
assets of $1 billion or more, certificates of deposit of savings banks and
savings and loan associations having total assets of $1 billion or more, high
grade commercial paper, high grade corporate obligations maturing in one year or
less and certificates of deposit of $100,000 or less of U.S. regulated banks and
savings institutions, having total assets of less than $1 billion, which are
fully insured by the FDIC.

AN INVESTMENT IN THE TRUST IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE TRUST WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

SHARES OF THE TRUST 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.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Highlights/2 How Net Asset Value is Determined/A-4
Summary of Trust Expenses/3 Confirmations/A-5
Financial Highlights/3 The Trusts and Their Management/A-5
Investment Objectives and Policies/4 Plan of Distribution/A-6
Investment Restrictions/5 Dividends, Distributions and Taxes/A-6
Financial Statements/6 General Information/A-9
Report of Independent Accountants/11 Voting Rights/A-9
Purchase and Redemption of Shares/A-1 Custodian/A-10
Purchase of Shares/A-1 Shareholder Inquiries/A-10
Purchase of Shares by Non-Participants in
Active Assets Program/A-2
Redemption of Shares/A-3
Redemption of Shares by Non-Participants in
Active Assets Program/A-4
</TABLE>

THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION YOU SHOULD KNOW BEFORE
INVESTING IN THE TRUST. IT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
ADDITIONAL INFORMATION ABOUT THE TRUST IS CONTAINED IN THE STATEMENT OF
ADDITIONAL INFORMATION, DATED AUGUST 22, 1994, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND WHICH IS AVAILABLE AT NO CHARGE UPON
REQUEST OF THE TRUST AT THE ADDRESS LISTED ABOVE OR BY CALLING DEAN WITTER
INTERCAPITAL INC. (THE "INVESTMENT MANAGER" OR "INTERCAPITAL") AT (212)
392-2550. THE STATEMENT OF ADDITIONAL INFORMATION IS INCORPORATED HEREIN BY
REFERENCE.

THE INFORMATION IN THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH THE
INFORMATION APPEARING ELSEWHERE IN THIS DOCUMENT, INCLUDING THE APPENDIX HERETO,
WHICH IS PART OF THIS PROSPECTUS, AND IN THE DEAN WITTER CLIENT AGREEMENT.

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.
--------------------------

THE DATE OF THIS PROSPECTUS IS AUGUST 22, 1994.

ACTIVE ASSETS MONEY TRUST
<PAGE>
HIGHLIGHTS

<TABLE>
<S> <C>
THE A no-load, open-end diversified management investment company investing in money market
TRUST instruments. The Trust is authorized to reimburse Dean Witter Distributors Inc. for
specific expenses incurred in promoting the distribution of the Trust's shares pursuant
to a Plan of Distribution pursuant to Rule 12b-1 under the Act. (See page A-6). The
Trust is organized as an unincorporated business trust under the laws of Massachusetts.
(See page A-5).
- ----------------------------------------------------------------------------------------------------------
SHARES The shares of the Money Trust are offered to participants in the Active Assets program
OFFERED of Dean Witter and to non-participants who wish to invest directly in shares of the
Trust (See page A-2). The primary components of the Active Assets program are the
Securities Account, which is linked to the Active Assets Insured Account, the Money
Trust, the Active Assets Tax-Free Trust, the Active Assets California Tax-Free Trust or
the Active Assets Government Securities Trust and to the Visa Account. See the Dean
Witter Client Agreement for further information.
- ----------------------------------------------------------------------------------------------------------
PURCHASE Pursuant to the Dean Witter Client Agreement between Dean Witter and the customer, free
OF SHARES credit cash balances will be automatically invested in shares of the Money Trust daily
at their net asset value without any sales charge. Dean Witter Distributors Inc. is the
Distributor of shares of the Trust. Investments in shares are made under the
circumstances described under "Purchase and Redemption of Shares" (see page A-1).
Non-participants in the Active Assets program should refer to the discussion appearing
at page A-2.
- ----------------------------------------------------------------------------------------------------------
INVESTMENT High current income, preservation of capital and liquidity (see page 4). There can be no
OBJECTIVES assurance that the Trust's objectives can be achieved.
- ----------------------------------------------------------------------------------------------------------
AUTHORIZED Money market instruments as follows (see page 4):
INVESTMENTS - United States Government securities;
- Obligations of U.S. regulated banks having assets of $1 billion or more;
- High grade commercial paper;
- High grade corporate obligations maturing in one year or less;
- Certificates of deposit of savings banks and savings institutions having assets of $1
billion or more;
- Certificates of deposit of $100,000 or less, of U.S. regulated banks and savings
institutions, having total assets of less than $1 billion, fully insured by the FDIC;
- Repurchase Agreements (see page 4).
- ----------------------------------------------------------------------------------------------------------
INVESTMENT Dean Witter InterCapital Inc., the Investment Manager of the Trust, and its wholly-owned
MANAGER subsidiary, Dean Witter Services Company, Inc., serve in various investment management,
advisory, management and administrative capacities to eighty-six investment companies
and other portfolios with assets of approximately $69.4 billion at June 30, 1994 (see
page A-5).
- ----------------------------------------------------------------------------------------------------------
MANAGEMENT Monthly fee at an annual rate of 1/2 of 1% of average daily net assets, scaled down on
FEE assets over $500 million (see page A-5).
- ----------------------------------------------------------------------------------------------------------
DIVIDENDS Automatically reinvested daily in additional shares at net asset value (see page A-6).
- ----------------------------------------------------------------------------------------------------------
REPORTS Individual monthly account statements from Dean Witter on the Dean Witter Transaction
Statement; annual and semi-annual Trust financial statements.
- ----------------------------------------------------------------------------------------------------------
REDEMPTION For participants in the Active Assets program, shares of the Money Trust will be
OF SHARES redeemed at net asset value automatically to satisfy debit balances in the Securities
Account created by activity therein or to satisfy amounts owing in the Visa Account
resulting from Visa card purchases, cash advances or checks written against the Visa
Account. Non-participants in the Active Assets program should refer to the discussion
appearing at page A-4. It is anticipated that the net asset value will remain constant
at $1.00 per share. Dean Witter has the right to terminate a shareholder's Active Assets
service, in which event all Trust shares held in a shareholder's account will be
involuntarily redeemed. The Trust also reserves the right to reduce the number of shares
in all accounts if the Trustees determine that this is necessary to maintain the
constant $1.00 per share net asset value. See "Purchase and Redemption of Shares" (page
A-1).
- ----------------------------------------------------------------------------------------------------------
RISKS The Trust's investments are limited to U.S. Government securities, high grade corporate
obligations and obligations of banks and savings and loan associations having assets of
$1 billion or more and fully insured Certificates of Deposit; consequently, the
portfolio securities of the Trust are subject to minimal risk of loss of income and
principal. However, the investor is directed to the discussion of "Repurchase
Agreements" (page 4) concerning the risks associated with such portfolio securities and
management techniques.
- ----------------------------------------------------------------------------------------------------------
THE SUMMARY INFORMATION ABOVE SHOULD BE READ IN CONJUNCTION WITH THE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE APPENDIX HERETO, IN THE DEAN WITTER CLIENT AGREEMENT AND IN THE
TRUST'S STATEMENT OF ADDITIONAL INFORMATION, INCLUDING THE APPENDIX THERETO.
</TABLE>

2
ACTIVE ASSETS MONEY TRUST
<PAGE>
SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------

The following table illustrates all expenses and fees that a shareholder of
the Trust will incur. The expenses and fees set forth in the table are for the
fiscal year ended June 30, 1994.

<TABLE>
<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 TRUST OPERATING EXPENSES (AS A
PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees.............................. 0.33%
12b-1 Fees................................... 0.10%
Other Expenses............................... 0.08%
------
Total Trust Operating Expenses............... 0.51%
------
------
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ -------- -------- ---------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end
of each time period:................................................. $5 $16 $29 $64
</TABLE>

Dean Witter charges an annual Active Assets program participation fee of $80
($100 for corporate participants). Shareholders of the Trust who are not program
participants will not be charged an Active Assets program fee.

The above example should not be considered a representation of past or
future expenses or performance. Actual expenses of the Trust may be greater or
less than those shown.

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Trust will bear directly or
indirectly. For a more complete description of these costs and expenses, see
pages A-5 and A-6 in the Appendix to this Prospectus.

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

The following per share data and ratios for a share of beneficial interest
outstanding throughout each period have been audited by Price Waterhouse LLP,
independent accountants. The financial highlights should be read in conjunction
with the financial statements and notes thereto and the report of independent
accountants which are contained in this Prospectus commencing on page 6.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30,
---------------------------------------------------------
1994 1993 1992 1991 1990 1989
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- ------- -------
Net investment income................. 0.029 0.029 0.045 0.068 0.081 0.083
Less dividends from net investment
income............................... (0.029) (0.029) (0.045) (0.068) (0.081) (0.083)
------- ------- ------- ------- ------- -------
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
TOTAL INVESTMENT RETURN................. 2.99% 2.95% 4.58% 7.05% 8.43% 8.57%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
millions)............................ $4,144 $3,604 $3,628 $3,688 $3,454 $3,021
Ratio of expenses to average net
assets............................... 0.51% 0.51% 0.54% 0.52% 0.50% 0.52%
Ratio of net investment income to
average net assets................... 2.95% 2.90% 4.45% 6.80% 8.10% 8.33%

1988 1987 1986 1985
------- ------- ------- -------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.. $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- -------
Net investment income................. 0.066 0.058 0.072 0.094
Less dividends from net investment
income............................... (0.066) (0.058) (0.072) (0.094)
------- ------- ------- -------
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- -------
------- ------- ------- -------
TOTAL INVESTMENT RETURN................. 6.83% 5.90% 7.51% 9.82%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
millions)............................ $2,519 $2,299 $2,240 $2,082
Ratio of expenses to average net
assets............................... 0.54% 0.54% 0.56% 0.60%
Ratio of net investment income to
average net assets................... 6.63% 5.78% 7.23% 9.24%
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

3
ACTIVE ASSETS MONEY TRUST
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

THE INVESTMENT OBJECTIVES OF THE TRUST ARE HIGH CURRENT INCOME, PRESERVATION
OF CAPITAL AND LIQUIDITY. THE TRUST SEEKS TO ACHIEVE THOSE OBJECTIVES BY
INVESTING IN THE FOLLOWING MONEY MARKET INSTRUMENTS:

U.S. GOVERNMENT SECURITIES--

obligations issued or guaranteed as to principal and interest by the United
States or its agencies (such as the Export-Import Bank of the United States,
Federal Housing Administration, and Government National Mortgage Association) or
its instrumentalities (such as the Federal Home Loan Bank, Federal Intermediate
Credit Banks and Federal Land Bank), including Treasury bills, notes, bonds
(including zero coupon bonds) and coupons;

BANK OBLIGATIONS--

obligations (including certificates of deposit, bankers' acceptances and bank
notes) of banks subject to regulation by the U.S. Government and having total
assets of $1,000,000,000 or more, and instruments secured by such obligations,
including obligations of foreign branches of domestic banks (because of its
relationship to the Active Assets program, the Trust will not purchase
securities of Bank One, Columbus, N.A. or its affiliates and will not deal with
such Bank or its affiliates as a principal in the purchase and sale of
securities);

OBLIGATIONS OF SAVINGS INSTITUTIONS--

certificates of deposit of savings banks and savings and loan associations,
having total assets of $1,000,000,000 or more;

FULLY INSURED CERTIFICATES OF DEPOSIT--

certificates of deposit of banks and savings institutions, having total assets
of less than $1,000,000,000, if the principal amount of the obligation is
insured by the FDIC, limited to $100,000 principal amount per certificate and to
10% or less of the Trust's total assets in all such obligations or in all
illiquid assets, in the aggregate;

COMMERCIAL PAPER--

commercial paper rated within the two highest grades by Standard & Poor's
Corporation ("S&P") or the highest grade by Moody's Investors Service, Inc.,
("Moody's") or, if not rated, issued by a company having an outstanding debt
issue rated at least AA by S&P or Aa by Moody's;

CORPORATE OBLIGATIONS--

corporate obligations, rated at least A by S&P or Moody's, maturing in one year
or less.

See the Appendix to the Statement of Additional Information for an
explanation of S&P and Moody's ratings.

REPURCHASE AGREEMENTS--

The Trust may enter into repurchase agreements, which may be viewed as a
type of secured lending by the Trust, and which typically involve the
acquisition by the Trust of debt securities from a selling financial institution
such as a bank, savings and loan association or broker-dealer. The agreement
provides that the Trust will sell back to the institution, and that the
institution will repurchase, the underlying security ("collateral") at a
specified price and at a fixed time in the future. The Trust will accrue
interest from the institution until the time when the repurchase is to occur.
Although such date is deemed by the Trust to be the maturity date of a
repurchase agreement, the maturities of securities subject to repurchase
agreements are not subject to any limits and may exceed thirteen months. While
repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Trust follows procedures designed to
minimize such risks. These procedures include effecting repurchase transactions
only with large, well-capitalized and well-established financial institutions
and specifying the required value of the collateral underlying the agreement.

The investment objectives and policies stated above may not be changed
without shareholder approval. There is no assurance that the Trust's objectives
will be achieved.

PORTFOLIO MANAGEMENT--

Although the Trust will generally not seek profits through short-term
trading, it may dispose of any portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other circumstances or
considerations, it believes such disposition advisable.

4
ACTIVE ASSETS MONEY TRUST
<PAGE>
The Trust is expected to have a high portfolio turnover due to the short
maturities of securities purchased, but this should not affect income or net
asset value as brokerage commissions are not normally charged on the purchase or
sale of money market instruments.

The Trust will attempt to balance its objectives of high current income,
capital preservation and liquidity by investing in securities of varying
maturities and risks. The Trust will not, however, invest in securities that
mature in more than one year from the date of purchase.

VARIABLE RATE AND FLOATING RATE OBLIGATIONS. Certain of the types of
investments described above may be variable rate or floating rate obligations.
The interest rates payable on variable rate or floating rate obligations are not
fixed and may fluctuate based upon changes in market rates. The interest rate
payable on a variable rate obligation may be adjusted either at predesignated
periodic intervals and on a floating rate obligation whenever there is a change
in the market rate of interest on which the interest rate payable is based.

BROKERAGE ALLOCATION. Brokerage commissions are not normally charged on the
purchase or sale of money market instruments, but such transactions may involve
transaction costs in the form of spreads between bid and asked prices. Although
the Trust is expected to have a high portfolio turnover rate due to the short
maturities of its portfolio securities, the Trust's income or the net asset
value of its shares should not be affected as brokers' commissions are not
normally incurred. Pursuant to an order of the Securities and Exchange
Commission, the Trust may effect principal transactions in certain money market
instruments with Dean Witter. In addition, the Trust may incur brokerage
commissions on transactions conducted through Dean Witter.

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

These restrictions provide that the Trust may not:

1. 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 Trust's total assets (including the amount borrowed), less
liabilities (not including the amount borrowed) at the time the borrowing is
made;

2. Purchase securities of any issuer, except for securities issued by U.S.
Government agencies or instrumentalities, having a record, together with
predecessors, of less than three years' continuous operation, if, immediately
after such purchase, more than 5% of the value of the Trust's total assets would
be invested in such securities;

3. Purchase any securities, other than obligations of the U.S. Government,
or its agencies or instrumentalities, if, immediately after such purchase, more
than 5% of the value of the Trust's total assets would be invested in securities
of any one issuer, or more than 10% of the outstanding securities of one issuer
would be owned by the Trust (for this purpose all indebtedness of an issuer
shall be deemed a single class of security); and

4. Purchase any securities, other than obligations of banks or of the U.S.
Government, or its agencies or instrumentalities, if, immediately after such
purchase, more than 25% of the value of the Trust's total assets would be
invested in the securities of issuers in the same industry; however, there is no
limitation as to investments in bank obligations or in obligations issued or
guaranteed by the Federal Government or its agencies or instrumentalities.

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

5
ACTIVE ASSETS MONEY TRUST
<PAGE>
ACTIVE ASSETS MONEY TRUST
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1994
- ------------------------------------------------

<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value
(amortized cost $4,144,227,193) (Note
1)..................................... $ 4,144,227,193
Interest receivable..................... 1,407,703
Prepaid expenses........................ 415,785
---------------
TOTAL ASSETS...................... 4,146,050,681
---------------
LIABILITIES:
Payable for:
Shares of beneficial interest
repurchased.......................... 4,116
Investment management fee (Note 2).... 1,130,286
Plan of distribution fee (Note 3)..... 345,265
Accrued expenses and other payables
(Note 4)............................... 497,827
---------------
TOTAL LIABILITIES................. 1,977,494
---------------
NET ASSETS:
Paid-in-capital......................... 4,144,067,961
Accumulated undistributed net investment
income................................. 5,226
---------------
NET ASSETS........................ $ 4,144,073,187
---------------
---------------
NET ASSET VALUE PER SHARE, 4,144,067,961 $1.00
shares outstanding (unlimited shares ---------------
authorized of $.01 par value).......... ---------------
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1994
- ------------------------------------------------

<TABLE>
<S> <C>
INVESTMENT INCOME:
INTEREST INCOME......................... $ 135,416,925
--------------
EXPENSES
Investment management fee (Note 2).... 13,025,495
Plan of distribution fee (Note 3)..... 3,816,058
Transfer agent fees and expenses...... 2,354,692
Registration fees..................... 345,623
Shareholder reports and notices....... 247,377
Custodian fees........................ 129,013
Professional fees..................... 47,633
Trustees' fees and expenses (Note
4)................................... 32,025
Other................................. 39,273
--------------
TOTAL EXPENSES.................... 20,037,189
--------------
NET INVESTMENT INCOME......... 115,379,736
NET REALIZED GAIN ON INVESTMENTS
(Note 1).............................. 62,706
--------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS.... $ 115,442,442
--------------
--------------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
INCREASE (DECREASE) IN NET ASSETS: JUNE 30, 1994 JUNE 30, 1993
--------------- ---------------
<S> <C> <C>
Operations:
Net investment income............... $ 115,379,736 $ 108,430,954
Net realized gain on investments.... 62,706 -0-
--------------- ---------------
Net increase in net assets
resulting from operations......... 115,442,442 108,430,954
Dividends and distributions to
shareholders from:
Net investment income............... (115,376,388) (108,432,950)
Net realized gain on investments.... (62,706) -0-
--------------- ---------------
(115,439,094) (108,432,950)
--------------- ---------------
Net increase (decrease) from
transactions in shares of beneficial
interest (Note 5).................... 539,762,623 (23,997,368)
--------------- ---------------
Total increase (decrease)....... 539,765,971 (23,999,364)
NET ASSETS:
Beginning of period................... 3,604,307,216 3,628,306,580
--------------- ---------------
END OF PERIOD (including undistributed
net investment income of $5,226 and
$1,878, respectively)................ $ 4,144,073,187 $ 3,604,307,216
--------------- ---------------
--------------- ---------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

6
ACTIVE ASSETS MONEY TRUST
<PAGE>

ACTIVE ASSETS MONEY TRUST
NOTES TO FINANCIAL STATEMENTS

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

1. ORGANIZATION AND ACCOUNTING POLICIES--Active Assets Money Trust (the
"Trust") is registered under the Investment Company Act of 1940, as amended (the
"Act"), as a diversified, open-end management investment company. It was
organized as a Massachusetts business trust on March 30, 1981 and commenced
operations on July 7, 1981.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS--Portfolio securities are valued at amortized
cost, which approximates market value.

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 Trust amortizes any premiums and discounts on
securities owned. Realized gains and losses on security transactions are
determined on the identified cost method.

C. FEDERAL INCOME TAX STATUS--It is the Trust'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--Dividends and distributions
to shareholders are recorded by the Trust as of the close of the Trust's
business day.

E. REPURCHASE AGREEMENTS--The Trust's custodian takes possession on behalf
of the Trust of the collateral pledged for investments in repurchase
agreements. It is the policy of the Trust to value the underlying collateral
daily on a mark-to-market basis to determine that the value, including
accrued interest, is at least equal to the repurchase price. In the event of
default of the obligator to repurchase, the Trust has the right to liquidate
the collateral and apply the proceeds in satisfaction of the obligation.

2. INVESTMENT MANAGEMENT AGREEMENT--Pursuant to an Investment Management
Agreement with Dean Witter InterCapital Inc. (the "Investment Manager"), the
Trust pays its Investment Manager a management fee, calculated daily and payable
monthly, by applying the following annual rates to the net assets of the Trust
determined as of the close of the Trust's business day: 0.50% of the portion of
the daily net assets not exceeding $500 million; 0.425% of the portion of the
daily net assets exceeding $500 million but not exceeding $750 million; 0.375%
of the portion of the daily net assets exceeding $750 million but not exceeding
$1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets
exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the
daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of
the portion of the daily net assets exceeding $2.5 billion but not exceeding $3
billion; and 0.25% of the portion of the daily net assets exceeding $3 billion.

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

3. PLAN OF DISTRIBUTION--Shares of beneficial interest of the Trust are
distributed by Dean Witter Distributors Inc. (the "Distributor"), an affiliate
of the Investment Manager. The Trust has entered into 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 the Trust's shares.

7
ACTIVE ASSETS MONEY TRUST
<PAGE>

ACTIVE ASSETS MONEY TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

Under the Plan, the Distributor bears the expense of all promotional and
distribution related activities on behalf of the Trust, 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 shares; (3) expenses
incurred in connection with promoting sales of 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 Trust is authorized to reimburse specific expenses incurred in promoting
the distribution of the Trust's shares. The amount of each monthly reimbursement
payment may in no event exceed an amount equal to a payment at the average
annual rate of 0.15% of the Trust's average daily net assets during the month.
For the year ended June 30, 1994, the distribution fee established by the
Trustees and accrued was at the average annual rate of 0.10%.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES--The cost of
purchases and the proceeds from sales/maturities of portfolio securities for the
year ended June 30, 1994 aggregated $16,379,474,682 and $15,967,631,171,
respectively.

On April 1, 1991, the Trust established an unfunded noncontributory defined
benefit pension plan covering all independent Trustees of the Trust who will
have served as an independent Trustee for at least five years at the time of
retirement. Benefits under this Plan are based on years of service and
compensation during the last five years of service. Aggregate pension cost for
the year ended June 30, 1994, included in Trustees' fees and expenses in the
Statement of Operations, amounted to $10,198. At June 30, 1994, the Trust had an
accrued pension liability of $43,096 which is included in accrued expenses in
the Statement of Assets and Liabilities.

Dean Witter Trust Company, an affiliate of the Investment Manager and the
Distributor, is the Trust's transfer agent. At June 30, 1994, the Trust had
transfer agent fees and expenses payable of approximately $215,000.

5. SHARES OF BENEFICIAL INTEREST--Transactions in shares of beneficial
interest, at $1.00 per share, were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED JUNE 30, ENDED JUNE 30,
1994 1993
----------------- -----------------
<S> <C> <C>
Shares sold............................. 18,356,737,820 15,714,334,105
Shares issued in reinvestment of
dividends.............................. 115,190,871 108,252,232
----------------- -----------------
18,471,928,691 15,822,586,337
Shares repurchased...................... (17,932,166,068) (15,846,583,705)
----------------- -----------------
Net increase (decrease)................. 539,762,623 (23,997,368)
----------------- -----------------
----------------- -----------------
</TABLE>

6.__SELECTED PER SHARE DATA AND RATIOS--See the "Financial Highlights" table on
page 3 of this prospectus.

8
ACTIVE ASSETS MONEY TRUST
<PAGE>
ACTIVE ASSETS MONEY TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL ANNUALIZED
AMOUNT YIELD
(IN ON DATE OF
THOUSANDS) DESCRIPTION AND MATURITY DATE PURCHASE VALUE
- --------- ---------------------------------------- -------------- ---------------
<C> <S> <C> <C>
SHORT-TERM BANK NOTES (4.8%)
$ 30,000 FCC National Bank 7/11/94............... 3.30% $ 30,000,000
170,000 Bank of New York 8/23/94 to 9/12/94..... 4.44 to 4.51 170,000,000
---------------
TOTAL SHORT-TERM BANK NOTES (AMORTIZED COST
$200,000,000).......................................... 200,000,000
---------------
BANKERS' ACCEPTANCES (1.5%)
COMMERCIAL BANKS
10,000 Bank of America NT & SA 7/27/94......... 4.22 9,969,811
12,000 Mellon Bank, N.A. 9/2/94................ 4.87 11,899,200
40,000 Republic National Bank, N.Y. 10/3/94.... 4.65 39,521,645
---------------
TOTAL BANKERS' ACCEPTANCES (AMORTIZED COST
$61,390,656)........................................... 61,390,656
---------------
COMMERCIAL PAPER (78.9%)
AUTOMOTIVE: FINANCE (4.6%)
191,200 Ford Motor Credit Co. 7/7/94 to
10/11/94............................... 4.19 to 4.57 190,654,979
---------------
BANKS: COMMERCIAL (13.7%)
75,000 ABN AMRO N.A. Fin., Inc. 8/03/94 to
8/08/94................................ 4.14 to 4.35 74,695,681
50,000 Barclays U.S. Funding Corp. 8/04/94..... 4.44 49,791,750
140,100 Canadian Imperial Holdings Inc. 7/22/94
to 9/15/94............................. 3.81 to 4.46 139,330,834
73,850 CommerzBank US Finance Inc. 8/12/94 to
9/06/94................................ 3.53 to 3.57 73,496,079
111,500 National Westminster Bancorp Inc.
8/10/94 to 9/08/94..................... 4.38 to 4.51 110,862,531
30,000 Societe Generale N.A. Inc. 8/24/94...... 4.55 29,797,500
91,500 Toronto-Dominion Holdings (USA) Inc.
7/01/94 to 12/30/94.................... 3.88 to 4.97 90,656,309
---------------
568,630,684
---------------

<CAPTION>
PRINCIPAL ANNUALIZED
AMOUNT YIELD
(IN ON DATE OF
THOUSANDS) DESCRIPTION AND MATURITY DATE PURCHASE VALUE
- --------- ---------------------------------------- -------------- ---------------
<C> <S> <C> <C>

BANK HOLDING COMPANIES (20.1%)
$ 40,000 BankAmerica Corp. 7/12/94 to 8/16/94.... 3.28 to 3.69% $ 39,905,847
123,000 Bankers Trust N.Y. Corp. 7/20/94 to
9/02/94................................ 3.29 to 4.07 122,600,772
94,200 Chase Manhattan Corporation 8/18/94 to
9/21/94................................ 4.31 to 4.73 93,514,697
60,000 Chemical Banking Corporation 9/19/94 to
9/23/94................................ 4.49 59,393,200
21,800 Citicorp 7/14/94........................ 3.95 21,769,298
40,000 J.P. Morgan & Company Inc. 8/22/94 to
9/27/94................................ 4.00 to 4.61 39,663,244
199,500 NationsBank Corp. 7/12/94 to 9/07/94.... 4.37 to 4.61 198,560,207
45,000 Norwest Corporation 7/20/94............. 4.41 44,895,975
125,000 PNC Funding Corporation 7/19/94 to
8/09/94................................ 4.40 to 4.44 124,515,400
50,000 Republic New York Corporation 9/21/94... 4.52 49,490,917
21,500 SBC Finance (Delaware) Inc. 8/24/94..... 4.51 21,355,520
17,000 U.S. Bancorp 8/11/94.................... 4.38 16,915,779
---------------
832,580,856
---------------
BROKERAGE (4.4%)
109,200 Goldman Sachs Group L.P. 7/11/94 to
9/08/94................................ 3.92 to 4.47 108,793,506
75,000 Morgan Stanley Group Inc. 7/05/94 to
7/08/94................................ 4.27 74,948,767
---------------
183,742,273
---------------
EQUIPMENT: FINANCE (1.7%)
71,200 John Deere Capital Corp. 8/03/94 to
1/31/95................................ 4.42 to 5.17 70,522,229
---------------
</TABLE>

9
ACTIVE ASSETS MONEY TRUST
<PAGE>
ACTIVE ASSETS MONEY TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL ANNUALIZED
AMOUNT YIELD
(IN ON DATE OF
THOUSANDS) DESCRIPTION AND MATURITY DATE PURCHASE VALUE
- --------- ---------------------------------------- -------------- ---------------
<C> <S> <C> <C>
FINANCE: DIVERSIFIED (23.1%)
$151,250 American Express Credit Corp. 7/19/94 to
8/22/94................................ 4.33 to 4.37% $ 150,598,325
90,000 Avco Financial Services, Inc. 7/25/94 to
8/10/94................................ 4.30 to 4.39 89,653,600
165,750 CIT Group Holdings Inc. 7/06/94 to
10/14/94............................... 4.18 to 4.73 164,578,216
28,450 Commercial Credit Company 8/05/94....... 4.37 28,329,680
153,800 General Electric Capital Corp. 7/11/94
to 3/02/95............................. 3.29 to 5.11 152,063,098
66,400 Heller Financial Inc. 7/13/94 to
9/30/94................................ 4.37 to 4.80 65,983,882
165,000 Household Finance Corp. 7/15/94 to
10/12/94............................... 4.09 to 4.64 164,029,278
141,100 ITT Financial Corp. 7/15/94 to
8/26/94................................ 4.32 to 4.46 140,276,090
---------------
955,512,169
---------------
FOOD AND BEVERAGES (1.7%)
40,000 Coca-Cola Company 8/19/94 to 9/20/94.... 4.45 to 4.60 39,675,472
30,000 Heinz (HJ) Company 7/01/94.............. 4.47 30,000,000
---------------
69,675,472
---------------
OFFICE EQUIPMENT (1.4%)
60,000 Hewlett Packard Company 9/01/94 to
9/06/94................................ 4.15 59,561,400
---------------
RETAIL (4.2%)
173,850 Sears Roebuck Acceptance Corp. 7/28/94
to 8/31/94............................. 4.30 to 4.64 172,985,086
---------------
<CAPTION>
PRINCIPAL ANNUALIZED
AMOUNT YIELD
(IN ON DATE OF
THOUSANDS) DESCRIPTION AND MATURITY DATE PURCHASE VALUE
- --------- ---------------------------------------- -------------- ---------------
<C> <S> <C> <C>

TELEPHONE (3.3%)
$137,800 AT&T Corp. 7/07/94 to 9/16/94........... 4.13 to 4.63% $ 137,147,616
---------------
UTILITIES (0.7%)
30,000 National Rural Utilities Cooperative
Finance Corp. 8/29/94.................. 4.38 29,786,617
---------------
TOTAL COMMERCIAL PAPER (AMORTIZED COST
$3,270,799,381)........................................ 3,270,799,381
---------------
VARIABLE COUPON RENEWABLE NOTE* (1.2%)
50,000 PNC Bank, N.A. (Amortized Cost
$49,964,533) 4/21/95................... 4.44 49,964,533
---------------
U.S. GOVERNMENT AGENCIES (12.3%)
21,000 Federal Farm Credit Bank 11/15/94 to
11/30/94............................... 3.63 to 4.87 20,639,458
104,000 Federal Home Loan Banks 7/21/94 to
2/21/95................................ 3.35 to 5.06 102,323,131
390,700 Federal National Mortgage Association
7/06/94 to 12/30/94.................... 3.24 to 5.05 386,392,023
---------------
TOTAL U.S. GOVERNMENT AGENCIES AMORTIZED COST
$509,354,612).......................................... 509,354,612
---------------
U.S. GOVERNMENT OBLIGATIONS (1.3%)
53,000 U.S. Treasury Bills (Amortized Cost
$52,718,011) 7/28/94 to 11/17/94....... 3.34 to 3.61 52,718,011
---------------
</TABLE>

<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS (AMORTIZED COST
$4,144,227,193) (A)..................... 100.0 % 4,144,227,193
LIABILITIES IN EXCESS OF OTHER ASSETS... (0.0 ) (154,006)
------- ---------------
NET ASSETS.............................. 100.0 % $ 4,144,073,187
------- ---------------
------- ---------------
<FN>
- -----------------
*FLOATING RATE SECURITY. RATE SHOWN IS THE RATE IN EFFECT AT JUNE 30, 1994.
(A)COST IS THE SAME FOR FEDERAL INCOME TAX PURPOSES.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

10
ACTIVE ASSETS MONEY TRUST
<PAGE>

ACTIVE ASSETS MONEY TRUST
REPORT OF INDEPENDENT ACCOUNTANTS

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

To the Shareholders and Trustees of Active Assets Money 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 (which appear under the
heading "Financial Highlights" on page 3 of this Prospectus) present fairly, in
all material respects, the financial position of Active Assets Money Trust (the
"Trust") at June 30, 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 ten years in the period
then ended, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities owned at
June 30, 1994 by correspondence with the custodian, provide a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
August 4, 1994

11
ACTIVE ASSETS MONEY TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 - (212) 392-5000

Active Assets Tax-Free Trust (the "Tax-Free Trust" or the "Trust") is a
no-load, diversified open-end management investment company. The Trust is
authorized to reimburse Dean Witter Distributors Inc. for specific expenses
incurred in promoting the distribution of the Trust's shares pursuant to a Plan
of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940,
as amended (the "Act"). Reimbursement may in no event exceed an amount equal to
payments at the annual rate of 0.15% of the average daily net assets of the
Trust.

The investment objective of the Tax-Free Trust is to provide as high a level
of daily income exempt from federal personal income tax as is consistent with
stability of principal and liquidity. The Trust seeks to achieve its objective
by investing primarily in high quality, tax-exempt securities with short-term
maturities including Municipal Bonds, Municipal Notes and Municipal Commercial
Paper.

AN INVESTMENT IN THE TRUST IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE TRUST WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Highlights/2 How Net Asset Value is Determined/A-4
Summary of Trust Expenses/3 Confirmations/A-5
Financial Highlights/3 The Trusts and Their Management/A-5
Investment Objective and Policies/4 Plan of Distribution/A-6
Investment Restrictions/7 Dividends, Distributions and Taxes/A-6
Financial Statements/8 General Information/A-9
Report of Independent Accountants/18 Voting Rights/A-9
Purchase and Redemption of Shares/A-1 Custodian/A-10
Purchase of Shares/A-1 Shareholder Inquiries/A-10
Purchase of Shares by Non-Participants in
the Active Assets Program/A-2
Redemption of Shares/A-3
Redemption of Shares by Non-Participants in
the Active Assets Program/A-4
</TABLE>

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

THE DATE OF THIS PROSPECTUS AUGUST 22, 1994.

ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
HIGHLIGHTS

<TABLE>
<S> <C>
THE A no-load, open-end diversified management investment company investing principally in
TRUST short-term securities exempt from federal income tax. The Trust is authorized to
reimburse Dean Witter Distributors Inc. for specific expenses incurred in promoting the
distribution of the Trust's shares pursuant to a Plan of Distribution pursuant to Rule
12b-1 under the Act (See page A-6). The Trust is organized as an unincorporated business
trust under the laws of Massachusetts. (See page A-5).
- ----------------------------------------------------------------------------------------------------------
SHARES The shares of the Tax-Free Trust are offered to participants in the Active Assets
OFFERED program of Dean Witter and to non-participants who wish to invest directly in shares of
the Trust. (See page A-2). The primary components of the Active Assets program are the
Securities Account, which is linked to the Active Assets Insured Account, the Active
Assets Money Trust, the Tax-Free Trust, the Active Assets California Tax-Free Trust or
the Active Assets Government Securities Trust and to the Visa Account. See the Dean
Witter Client Agreement for further information.
- ----------------------------------------------------------------------------------------------------------
PURCHASE Pursuant to the Dean Witter Client Agreement between Dean Witter and the customer, free
OF SHARES credit cash balances will be automatically invested daily in shares of the Trust at
their current net asset value without any sales charge. Dean Witter Distributors Inc. is
the Distributor of shares of the Trust. Investments in shares are made under the
circumstances described under "Purchase and Redemption of Shares" (see page A-1).
Non-participants in the Active Assets program should refer to the discussion appearing
at page A-2.
- ----------------------------------------------------------------------------------------------------------
INVESTMENT High level of daily tax-exempt income consistent with stability of principal and
OBJECTIVE liquidity (see page 4). There can be no assurance that the Trust's investment objective
will be achieved.
- ----------------------------------------------------------------------------------------------------------
INVESTMENT A diversified portfolio of tax-exempt, fixed-income securities with short-term
POLICY maturities (see page 4).
- ----------------------------------------------------------------------------------------------------------
INVESTMENT Dean Witter InterCapital Inc., the Investment Manager of the Trust, and its wholly-owned
MANAGER subsidiary, Dean Witter Services Company, Inc., serve in various investment management,
advisory, management and administrative capacities to eighty-six investment companies
with assets under management of approximately $69.4 billion at June 30, 1994 (see page
A-5).
- ----------------------------------------------------------------------------------------------------------
MANAGEMENT Monthly fee at an annual rate of 1/2 of 1% of average daily net assets, scaled down on
FEE assets over $500 million (see page A-5).
- ----------------------------------------------------------------------------------------------------------
DIVIDENDS Automatically reinvested daily in additional shares at net asset value (see page A-6).
- ----------------------------------------------------------------------------------------------------------
REPORTS Individual monthly account statements from Dean Witter on the Dean Witter Transaction
Statement; annual and semi-annual Trust financial statements.
- ----------------------------------------------------------------------------------------------------------
REDEMPTION For participants in the Active Assets program, shares of the Trust will be redeemed at
OF SHARES net asset value automatically to satisfy debit balances in the Securities Account
created by activity therein or to satisfy amounts owing in the Visa Account resulting
from Visa card purchases, cash advances or checks written against the Visa Account.
Non-participants in the Active Assets program should refer to the discussion appearing
at page A-4. It is anticipated that the net asset value will remain constant at $1.00
per share. Dean Witter has the right to terminate a shareholder's Active Assets service,
in which event all Trust shares held in a shareholder's account will be involuntarily
redeemed. The Trust also reserves the right to reduce the number of shares in all
accounts if the Trustees determine that this is necessary to maintain the constant $1.00
per share net asset value. See "Purchase and Redemption of Shares" (page A-1).
- ----------------------------------------------------------------------------------------------------------
RISKS The Trust invests principally in high quality, short-term fixed-income securities issued
or guaranteed by state and local governments which are subject to minimal risk of loss
of income and principal. However, the investor is directed to the discussions of "lease
obligations" (page 5) and "When-Issued and Delayed Delivery Securities" (page 6)
concerning the risks associated with such portfolio securities and management
techniques.
- ----------------------------------------------------------------------------------------------------------
THE SUMMARY INFORMATION ABOVE SHOULD BE READ IN CONJUNCTION WITH THE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE APPENDIX HERETO, IN THE DEAN WITTER CLIENT AGREEMENT AND IN THE
TRUST'S STATEMENT OF ADDITIONAL INFORMATION, INCLUDING THE APPENDIX THERETO.
</TABLE>

ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------

The following table illustrates all expenses and fees that a shareholder of
the Trust will incur. The expenses and fees set forth in the table are for the
fiscal year ended June 30, 1994.

<TABLE>
<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 TRUST OPERATING EXPENSES (AS A
PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees......................... 0.42%
12b-1 Fees.............................. 0.10%
Other Expenses.......................... 0.04%
-------
Total Trust Operating Expenses.......... 0.56%
-------
-------
</TABLE>

<TABLE>
<CAPTION>
10
EXAMPLE 1 YEAR 3 YEARS 5 YEARS YEARS
------- ------- ------- -------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period:............... $ 6 $18 $31 $70
</TABLE>

The above example should not be considered a representation of past or
future expenses or performance. Actual expenses of the Trust may be greater or
less than those shown.

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

The following ratios and per share data for a share of beneficial interest
outstanding throughout each period have been audited by Price Waterhouse LLP,
independent accountants. The financial highlights should be read in conjunction
with the financial statements and notes thereto and the report of independent
accountants which are contained in this Prospectus commencing on page 8.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30,
---------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------- ----------- ----------- ----------- ----------- -----------
Net investment income................. 0.020 0.021 0.033 0.047 0.054 0.056
Less dividends from net investment
income............................... (0.020) (0.021) (0.033) (0.047) (0.054) (0.056)
----------- ----------- ----------- ----------- ----------- -----------
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
TOTAL INVESTMENT RETURN................. 2.01% 2.15% 3.38% 4.84% 5.57% 5.77%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands)........................... $ 1,416,301 $ 1,355,019 $ 1,304,136 $ 1,341,515 $ 1,174,460 $ 1,111,861
Ratio of expenses to average net
assets............................... 0.56% 0.57% 0.59% 0.60% 0.56% 0.58%
Ratio of net investment income to
average net assets................... 1.98% 2.13% 3.30% 4.71% 5.44% 5.66%

1988 1987 1986 1985
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------- ----------- --------- ---------
Net investment income................. 0.043 0.039 0.046 0.055
Less dividends from net investment
income............................... (0.043) (0.039) (0.046) (0.055)
----------- ----------- --------- ---------
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------- ----------- --------- ---------
----------- ----------- --------- ---------
TOTAL INVESTMENT RETURN................. 4.45% 4.00% 4.75% 5.67%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands)........................... $ 1,033,901 $ 1,045,440 $ 952,491 $ 640,018
Ratio of expenses to average net
assets............................... 0.57% 0.58% 0.62% 0.67%
Ratio of net investment income to
average net assets................... 4.35% 3.89% 4.62% 5.43%
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

3
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

THE INVESTMENT OBJECTIVE OF THE TRUST IS TO PROVIDE AS HIGH A LEVEL OF DAILY
INCOME EXEMPT FROM FEDERAL PERSONAL INCOME TAX AS IS CONSISTENT WITH STABILITY
OF PRINCIPAL AND LIQUIDITY. It is a fundamental policy of the Trust that at
least 80% of its total assets will be invested in securities the interest on
which is exempt from federal personal income tax ("tax-exempt securities"). This
policy and the Trust's investment objective may not be changed without a vote of
a majority of the Trust's outstanding voting securities (as defined in the Act).
There is no assurance that the objective will be achieved.

The Trust seeks to achieve its investment objective by investing primarily
in high quality tax-exempt securities with short-term maturities. Such
securities will include Municipal Bonds, Municipal Notes and Municipal
Commercial Paper ("Municipal Obligations") with maturities of thirteen months or
less, which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations ("NRSROs" -- primarily Moody's Investors Service ("Moody's") and
Standard & Poor's Corporation ("S&P")), or one NRSRO if the obligation is rated
by only one NRSRO. Unrated obligations may be purchased if they are determined
to be of comparable quality by the Trust's Trustees.

Municipal Bonds and Municipal Notes are debt obligations of states, cities,
municipalities and municipal agencies which generally have maturities, at the
time of their issuance, of either one year or more (Bonds) or from six months to
three years (Notes). Municipal Commercial Paper refers to short-term obligations
of municipalities.

The Trust may purchase certain Municipal Obligations which have a final
maturity of more than thirteen months but which are subject to short-term demand
features or tenders prior to final maturity, either determined by the issuer or
selected at the holder's option. The former are commonly referred to as
"variable rate" obligations (see below) and the latter as municipal commercial
paper. The Trust may purchase Municipal Bonds and Notes if they are within
either the short-term or long-term rating levels set forth above for Municipal
Obligations.

See the Appendix to the Statement of Additional Information for an
explanation of Moody's and S&P ratings.

Any municipal obligation which depends on the credit of the Federal
Government shall be considered to have a rating in the highest category.

Up to 20% of the Trust's total assets may be invested in securities the
interest on which is not exempt from federal personal income tax ("taxable
securities") and in tax-exempt securities subject to the federal alternative
minimum tax for individual ("AMT") (tax-exempt securities which are subject to
the AMT will not be included in the 80% total referred to above for investment
in tax-exempt securities).

Up to 20% of the Trust's total assets may be invested in taxable securities
of the type described below. The Trust may temporarily invest more than 20% in
taxable securities and tax-exempt securities subject to AMT to maintain a
"defensive" posture when, in the opinion of the Investment Manager, it is
advisable to do so because of market conditions. The types of taxable securities
in which the Trust may invest are limited to the following short-term,
fixed-income securities (maturing in thirteen months or less from the time of
purchase): (i) obligations of the United States Government or its agencies,
instrumentalities or authorities; (ii) prime commercial paper rated P-1 by
Moody's or A-1 by S&P; (iii) certificates of deposit and banker's acceptances of
domestic banks with assets of $1 billion or more; and (iv) repurchase agreements
with respect to any of the foregoing portfolio securities.

4
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
The foregoing percentage and rating limita-
tions apply at the time of acquisition of a security based on the last previous
determination of the Trust's net asset value. Any subsequent change in any
rating by a rating service or change in percentages resulting from market
fluctuations or amount of total or net assets may not require elimination of any
security from the Trust's portfolio.

The ratings assigned by NRSROs represent their opinions as to the quality of
the securities which they undertake to rate. It should be emphasized, however,
that the ratings are general and not absolute standards of quality. However, in
accordance with procedures adopted by the Trust's Trustees pursuant to federal
securities regulations governing money market funds, the Investment Manager will
perform a creditworthiness analysis of such downgraded securities, which
analysis will be reported to the Trustees who will, in turn, determine whether
the securities continue to present minimal credit risks to the Trust.

The two principal classifications of Municipal Obligations are "general
obligation" and "revenue" bonds, notes or commercial paper. General obligation
bonds, notes or commercial paper are secured by the issuer's pledge of its
faith, credit and taxing power for the payment of principal and interest.
Issuers of general obligation bonds, notes or commercial paper include a state,
its counties, cities, towns and other governmental units. Revenue bonds, notes
or commercial paper are payable from the revenues derived from a particular
facility or class of facilities or, in some cases, from specific revenue
sources. Revenue bonds, notes or commercial paper are issued for a wide variety
of purposes, including the financing of electric, gas, water and sewer systems
and other public utilities; industrial development and pollution control
facilities; single and multi-family housing units; public buildings and
facilities; air and marine ports, transportation facilities such as toll roads,
bridges and tunnels; and health and educational facilities such as hospitals and
dormitories. They rely primarily on user fees to pay debt service, although the
principal revenue source is often supplemented by additional security features
which are intended to enhance the creditworthiness of the issuer's obligations.
In some cases, particularly revenue bonds issued to finance housing and public
buildings, a direct or implied "moral obligation" of a governmental unit may be
pledged to the payment of debt service. In other cases, a special tax or other
charge may augment user fees.

Included within the revenue bonds category are participations in lease
obligations or installment purchase contracts (hereinafter collectively called
"lease obligations") of municipalities. State and local agencies or authorities
issue lease obligations to acquire equipment and facilities.

Lease obligations may have risks not normally associated with general
obligation or other revenue bonds. Leases, and installment purchase or
conditional sale contracts (which may provide for title to the leased asset to
pass eventually to the issuer), have developed as a means for governmental
issuers to acquire property and equipment without the necessity of complying
with the constitutional and statutory requirements generally applicable for the
issuance of debt. Certain lease obligations contain "non-appropriation" clauses
that provide that the governmental issuer has no obligation to make future
payments under the lease or contract unless money is appropriated for such
purpose by the appropriate legislative body on an annual or other periodic
basis. Consequently, continued lease payments on those lease obligations
containing "non-appropriation" clauses are dependent on future legislative
actions. If such legislative actions do not occur, the holders of the lease
obligation may experience difficulty in exercising their rights, including
disposition of the property.

5
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
illiquid (the Trust may not invest more than ten percent of its net assets in
illiquid securities), the Trustees of the Trust have established guidelines to
be utilized by the Trust in determining the liquidity of a lease obligation. The
factors to be considered in making the determination include: 1) the frequency
of trades and quoted prices for the obligation; 2) the number of dealers willing
to purchase or sell the security and the number of other potential purchasers;
3) the willingness of dealers to undertake to make a market in the security; and
4) the nature of the marketplace trades, including, the time needed to dispose
of the security, the method of soliciting offers, and the mechanics of the
transfer. All lease obligations purchased by the Trust are subject to the
creditworthiness standards discussed above for Municipal Obligations.

The Trust does not generally intend to invest more than 25% of its total
assets in securities of governmental units located in any one state, territory,
or possession of the United States. The Trust may invest more than 25% of its
total assets in industrial development and pollution control bonds (two kinds of
tax-exempt Municipal Bonds) whether or not the users of facilities financed by
such bonds are in the same industry. In cases where such users are in the same
industry, there may be additional risk to the Trust in the event of an economic
downturn in such industry, which may result generally in a lowered need for such
facilities and a lowered ability of such users to pay for the use of such
facilities.

The high quality, short-term fixed income
securities in which the Trust principally invests are issued and/or guaranteed
by state and local governments and their agencies and authorities and are
subject to minimal risk of loss of income and principal.

PORTFOLIO MANAGEMENT

The average weighted maturity of the portfolio will be 90 days or less. The
relatively short-term nature of the Trust portfolio is expected to result in a
lower yield than portfolios comprised of longer-term tax-exempt securities.

VARIABLE RATE AND FLOATING RATE OBLIGATIONS. The interest rates payable on
certain Municipal Bonds and Municipal Notes are not fixed and may fluctuate
based upon changes in market rates. Municipal obligations of this type are
called "variable rate" or "floating rate" obligations. The interest rate payable
on a variable rate obligation is adjusted at predesignated periodic intervals
and on a floating rate obligation, whenever there is a change in the market rate
of interest on which the interest rate payable is based.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Trust may purchase
tax-exempt securities on a when-issued or delayed delivery basis; i.e., delivery
and payment can take place a month or more after the date of the transaction.
These securities are subject to market fluctuation and no interest accrues to
the purchaser prior to settlement. At the time the Trust makes the commitment to
purchase such securities, it will record the transaction and thereafter reflect
the value, each day, of such security in determining its net asset value.

6
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
certain money market instruments with Dean
Witter. In addition, the Trust may incur brokerage commissions on transactions
conducted through Dean Witter.

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

The investment restrictions listed below are among the restrictions that
have been adopted by the Trust as fundamental policies. Under the Act, a
fundamental policy may not be changed without the vote of a majority of the
outstanding voting securities of the Trust, as defined in the Act. For purposes
of the following limitations: (a) an "issuer" of a security is the entity whose
assets and revenues are committed to the payment of interest and principal on
that particular security, provided that the guarantee of a security will be
considered a separate security; (b) a "taxable security" is any security the
interest on which is subject to federal income tax; and (c) all percentage
limitations apply immediately after a purchase or initial investment, and any
subsequent change in any applicable percentage resulting from market
fluctuations or amount of total or net assets does not require elimination of
any security from the portfolio.

The Trust 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 more than 10% of all outstanding taxable debt securities of
any one issuer;

3. Invest more than 25% of the value of its total assets in taxable
securities of issuers in any one industry (industrial development and
pollution control bonds are grouped into industries based upon the business
in which the issuers of such obligations are engaged). This restriction does
not apply to obligations issued or guaranteed by the United States
Government or its agencies or instrumentalities or to investments in bank
obligations;

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

5. 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 Trust's total assets (including the
amount borrowed), less liabilities (not including the amount borrowed) at
the time the borrowing is made.

7
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>

ACTIVE ASSETS TAX-FREE TRUST
FINANCIAL STATEMENTS

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

STATEMENT OF ASSETS AND LIABILITIES

JUNE 30, 1994

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

<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value
(amortized cost $1,460,506,099) (Note
1)..................................... $ 1,460,506,099
Cash.................................... 4,146,235
Receivable for:
Interest.............................. 7,016,394
Investments sold...................... 5,648,195
Prepaid expenses and other assets....... 72,400
---------------
TOTAL ASSETS...................... 1,477,389,323
---------------
LIABILITIES:
Payable for:
Investments purchased................. 60,302,875
Shares of beneficial interest
repurchased.......................... 1,574
Investment management fee (Note 2).... 501,970
Plan of distribution fee (Note 3)..... 119,936
Accrued expenses (Note 4)............... 162,156
---------------
TOTAL LIABILITIES................. 61,088,511
---------------
NET ASSETS:
Paid-in-capital......................... 1,416,370,037
Accumulated net realized loss on
investments............................ (69,581)
Accumulated undistributed net investment
income................................. 356
---------------
NET ASSETS........................ $ 1,416,300,812
---------------
---------------
NET ASSET VALUE PER SHARE, 1,416,370,037 $1.00
shares outstanding (unlimited shares ---------------
authorized of $.01 par value).......... ---------------
</TABLE>

STATEMENT OF OPERATIONS

__FOR THE YEAR ENDED JUNE 30, 1994

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

<TABLE>
<S> <C>
INVESTMENT INCOME:
INTEREST INCOME........................ $ 37,415,944
---------------
EXPENSES
Investment management fee (Note 2).... 6,138,744
Plan of distribution fee (Note 3)..... 1,444,689
Transfer agent fees and expenses...... 356,186
Registration fees..................... 126,989
Custodian fees........................ 60,204
Professional fees..................... 56,354
Shareholder reports and notices....... 36,736
Trustees' fees and expenses (Note
4)................................... 32,099
Other................................. 20,182
---------------
TOTAL EXPENSES.................... 8,272,183
---------------
NET INVESTMENT INCOME......... 29,143,761
---------------
NET REALIZED LOSS ON INVESTMENTS
(Note 1)............................... (12,019)
---------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS.... $ 29,131,742
---------------
---------------
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
INCREASE (DECREASE) IN NET ASSETS: JUNE 30, 1994 JUNE 30, 1993
--------------- ---------------
<S> <C> <C>
Operations:
Net investment income............... $ 29,143,761 $ 29,439,169
Net realized gain (loss) on
investments........................ (12,019) 15,900
--------------- ---------------
Net increase in net assets
resulting from operations......... 29,131,742 29,455,069
Dividends to shareholders from net
investment income.................... (29,144,673) (29,438,000)
Net increase from transactions in
shares of beneficial interest (Note
5)................................... 61,295,026 50,865,160
--------------- ---------------
Total increase.................. 61,282,095 50,882,229
NET ASSETS:
Beginning of period................... 1,355,018,717 1,304,136,488
--------------- ---------------
END OF PERIOD (including undistributed
net investment income of $356 and
$1,268, respectively)................ $ 1,416,300,812 $ 1,355,018,717
--------------- ---------------
--------------- ---------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

ACTIVE ASSETS TAX-FREE TRUST

<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1. ORGANIZATION AND ACCOUNTING POLICIES -- Active Assets Tax-Free Trust (the
"Trust") is registered under the Investment Company Act of 1940, as amended (the
"Act"), as a diversified, open-end management investment company. The Trust was
organized as a Massachusetts business trust on March 30, 1981 and commenced
operations on July 7, 1981.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS -- Portfolio securities are valued at amortized
cost, which approximates market value.

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 Trust amortizes any premiums and original issue
discounts and accrues interest income daily on securities owned. Realized
gains and losses on security transactions are determined on the identified
cost method.

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

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and
distributions to shareholders are recorded by the Trust as of the close of
the Trust's business day.

2. INVESTMENT MANAGEMENT AGREEMENT -- Pursuant to an Investment Management
Agreement with Dean Witter InterCapital Inc. (the "Investment Manager"), the
Trust pays its Investment Manager a management fee, calculated daily and payable
monthly, by applying the following annual rates to the net assets of the Trust
determined as of the close of each business day: 0.50% of the portion of the
daily net assets not exceeding $500 million; 0.425% of the portion of the daily
net assets exceeding $500 million but not exceeding $750 million; 0.375% of the
portion of the daily net assets exceeding $750 million but not exceeding $1
billion; 0.35% of the portion of the daily net assets exceeding $1 billion but
not exceeding $1.5 billion; 0.325% of the portion of the daily net assets
exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the
daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of
the portion of the daily net assets exceeding $2.5 billion but not exceeding $3
billion; and 0.25% of the portion of the daily net assets exceeding $3 billion.

3. PLAN OF DISTRIBUTION -- Shares of beneficial interest of the Trust are
distributed by Dean Witter Distributors Inc. (the "Distributor"), an affiliate
of the Investment Manager. The Trust has entered into 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 Trust.

9
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
representatives and to marketing personnel in connection with promoting sales of
shares; (3) expenses incurred in connection with promoting sales of 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.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The cost of
purchases and the proceeds from sales/maturities of portfolio securities for the
year ended June 30, 1994 aggregated $2,636,186,050 and $2,700,789,933,
respectively.

On April 1, 1991, the Trust established an unfunded noncontributory defined
benefit pension plan covering all independent Trustees of the Trust who will
have served as an independent Trustee for at least five years at the time of
retirement. Benefits under this plan are based on years of service and
compensation during the last five years of service. Aggregate pension cost for
the year ended June 30, 1994, included in Trustees' fees and expenses in the
Statement of Operations, amounted to $10,198. At June 30, 1994, the Trust had an
accrued pension liability of $43,097 which is included in accrued expenses in
the Statement of Assets and Liabilities.

5. SHARES OF BENEFICIAL INTEREST -- Transactions in shares of beneficial
interest, at $1.00 per share, were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
JUNE 30, 1994 JUNE 30, 1993
---------------- ----------------
<S> <C> <C>
Shares sold............................. 5,847,211,623 5,085,457,781
Shares issued in reinvestment of
dividends.............................. 29,144,673 29,438,000
---------------- ----------------
5,876,356,296 5,114,895,781
Shares repurchased...................... (5,815,061,270) (5,064,030,621)
---------------- ----------------
Net increase............................ 61,295,026 50,865,160
---------------- ----------------
---------------- ----------------
</TABLE>

6. FEDERAL INCOME TAX STATUS -- At June 30, 1994, the Trust had capital loss
carryovers of approximately $47,000 available through June 30, 2000 which may be
used to offset future capital gains to the extent provided by regulations.
Capital losses incurred after October 31 within the taxable year are deemed to
arise on the first day of the Fund's next taxable year. The Trust incurred and
will elect to defer such net capital losses of approximately $12,000 during
fiscal 1994.

7. SELECTED RATIOS AND PER SHARE DATA -- See the "Financial Highlights" table
on page 3 of this Prospectus.

10
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(IN CURRENT
THOUSANDS) YIELD VALUE
- -------- --------- ---------------
<C> <S> <C> <C>
SHORT-TERM VARIABLE RATE MUNICIPAL
OBLIGATIONS* (77.0%)
ARIZONA
$ 3,900 Phoenix, Ser 1994-1, 3.30% due 7/1/94... 3.30% $ 3,900,000
ARKANSAS
20,000 Crossett, Georgia Pacific Corp Ser 1984,
2.25% due 7/7/94....................... 2.25 20,000,000
17,000 Little River County, Georgia Pacific
Corp Ser 1991 (AMT), 2.925% due
7/7/94................................. 2.925 17,000,000

CALIFORNIA
10,000 Long Beach, Memorial Health Services Ser
1991, 2.20% due 7/6/94................. 2.20 10,000,000

COLORADO
30,000 Arapahoe County, Highway E-470 Ser 1986
F, 2.90% due 8/31/94................... 2.90 30,000,000

CONNECTICUT
10,000 Connecticut, Economic Recovery Ser B,
2.40% due 7/6/94....................... 2.40 10,000,000

DISTRICT OF COLUMBIA
13,800 General Fund Recovery Ser 1991 B-2 &
B-3, 3.60% due 7/1/94.................. 3.60 13,800,000
8,025 Georgetown University Ser 1988 B, 2.55%
due 7/6/94............................. 2.55 8,025,000

FLORIDA
7,850 Atlantic Beach, Fleet Landing Ser 1989,
2.25% due 7/7/94....................... 2.25 7,850,000
23,500 Dade County Industrial Development
Authority, Dolphins Stadium Ser 1985 B
& C, 2.80% due 7/5/94.................. 2.80 23,500,000
15,000 Dade County, Water & Sewer System Ser
1994 (FGIC Insured), 2.20% due
7/6/94................................. 2.20 15,000,000
5,205 Gulf Breeze, Local Government Ser 1985 B
(FGIC Insured), 2.25% due 7/7/94....... 2.25 5,205,000
10,000 Martin County Industrial Development
Authority, Indiantown Cogeneration Ser
1992 B (AMT), 2.30% due 7/6/94......... 2.30 10,000,000
16,600 Sarasota County Health Facilities
Authority, Venice Hospital, 3.60% due
7/1/94................................. 3.60 16,600,000
21,460 Volusia County Health Facilities
Authority, Pooled Ser 1985 (FGIC
Insured), 2.50% due 7/6/94............. 2.50 21,460,000

GEORGIA
10,000 Albany-Dougherty County Hospital
Authority, Phoebe-Putney Memorial
Hospital Ser 1991 (AMBAC Insured),
2.45% due 7/6/94....................... 2.45 10,000,000
9,800 Burke County Development Authority,
Ogelthorpe Power Corp Vogtle Proj Ser
1993 A, 2.20% due 7/6/94............... 2.20 9,800,000
17,441 Georgia Municipal Association, Pool Ser
1990 COPs (MBIA Insured), 2.25% due
7/7/94................................. 2.25 17,441,046

HAWAII
Hawaii Department of Budget & Finance,
9,000 Kaiser Permanente Semiannual Tender Ser
1984 B, 2.58% due 9/1/94............... 2.58 9,000,000
23,500 Queens Medical Center Ser 1985 B (FGIC
Insured), 2.60% due 7/6/94............. 2.60 23,500,000

IDAHO
20,000 Idaho Health Facilities Authority,
Pooled Ser 1985, 2.50% due 7/5/94...... 2.50 20,000,000
</TABLE>

11
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(IN CURRENT
THOUSANDS) YIELD VALUE
- -------- --------- ---------------
<C> <S> <C> <C>
ILLINOIS
$25,000 Chicago, Tender Notes Ser 1994 A, 2.45%
due 10/25/94........................... 2.45% $ 25,000,000
8,100 Chicago, O'Hare International Airport
American Airlines Ser 1983 D, 3.60% due
7/1/94................................. 3.60 8,100,000
1,850 Illinois Development Finance Authority,
Wilton Corp Ser C (AMT), 2.60% due
7/6/94................................. 2.60 1,850,000
Illinois Health Facilities Authority,
5,150 The Carle Foundation Ser 1992 (FGIC
Insured), 2.40% due 7/6/94............. 2.40 5,150,000
23,000 Elmhurst Memorial Hospital Ser 1993 B,
3.50% due 7/1/94....................... 3.50 23,000,000
15,870 Franciscan Sisters Health Care Corp Ser
1992, 3.50% due 7/1/94................. 3.50 15,870,000
11,500 Healthcorp Affiliates Central Dupage
Hospital Assn, 3.50% due 7/1/94........ 3.50 11,500,000
22,500 Lutheran General Health Care System Ser
1985 B, 2.75% due 7/1/94............... 2.75 22,500,000
10,000 Parkside Development Corp Ser 1991,
2.45% due 7/6/94....................... 2.45 10,000,000
4,800 Resurrection Health Care System Ser
1993, 3.00% due 7/1/94................. 3.00 4,800,000
10,000 Revolving Fund Ser 1985 B, 2.40% due
7/6/94................................. 2.40 10,000,000

INDIANA
12,500 Indiana Hospital Equipment Financing
Authority, Ser 1985 (MBIA Insured),
2.90% due 7/6/94....................... 2.90 12,500,000
6,760 Indianapolis, Resource Recovery Ogden
Martin System Inc Ser 1987 (AMT), 3.00%
due 7/1/94............................. 3.00 6,760,000

KENTUCKY
7,000 Jamestown, Union Underwear Co, 2.60% due
7/6/94................................. 2.60 7,000,000
20,000 Kentucky Pollution Abatement & Water
Resources Authority, Toyota Motor
Manufacturers USA Inc Ser 1986 (AMT),
3.50% due 7/1/94....................... 3.50 20,000,000

LOUISIANA
Louisana Offshore Terminal Authority,
8,800 LOOP Inc Ser 1986, 3.50% due 7/1/94..... 3.50 8,800,000
8,100 LOOP Inc Ser 1992 A, 2.85% due 7/1/94... 2.85 8,100,000
24,100 New Orleans Aviation Board, Ser 1993 B
(MBIA Insured), 2.50% due 7/6/94....... 2.50 24,100,000

MAINE
9,500 Biddeford, Maine Energy Recovery Co Ser
1985, 2.85% due 7/1/94................. 2.85 9,500,000

MARYLAND
10,000 Baltimore Industrial Development
Authority, Cap Acq Ser 1986, 2.65% due
7/6/94................................. 2.65 10,000,000
7,850 Maryland Energy Financing
Administration, Baltimore First Ltd
Partnership Ser 1991 (AMT), 3.55% due
7/1/94................................. 3.55 7,850,000
23,000 Montgomery County, Cons Ser 1992 B BANs,
2.45% due 7/6/94....................... 2.45 23,000,000
5,000 Montgomery County Housing Opportunities
Commission, 1993 Ser B, 2.85% due
11/1/94................................ 2.85 5,000,000

MASSACHUSETTS
10,000 Massachusetts Bay Transportation
Authority, 1984 Ser A, 2.75% due
9/1/94................................. 2.75 10,000,000
5,800 Massachusetts, Dedicated Income Tax Ser
1990 E, 3.10% due 7/1/94............... 3.10 5,800,000
Massachusetts Health & Educational
Facilities Authority,
6,700 Capital Asset Prog Ser B (MBIA Insured),
3.00% due 7/1/94....................... 3.00 6,700,000
14,000 Harvard University Ser 1985 I, 2.10% due
7/7/94................................. 2.10 14,000,000
</TABLE>

12
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(IN CURRENT
THOUSANDS) YIELD VALUE
- -------- --------- ---------------
<C> <S> <C> <C>
MICHIGAN
$ 3,200 Michigan State Hospital Finance
Authority, Equipment Loan Ser 1989,
2.25% due 7/6/94....................... 2.25% $ 3,200,000
6,000 University of Michigan, Hospital Ser
1992 A, 2.85% due 7/1/94............... 2.85 6,000,000

MINNESOTA
3,900 Beltrami County, Environmental Northwood
Panelboard Co Ser 1991, 3.55% due
7/1/94................................. 3.55 3,900,000
1,755 Minneapolis Community Development
Agency, Riverside Pinnacle Apts, 2.50%
due 7/7/94............................. 2.50 1,755,000
10,000 University of Minnesota, Ser 1985 F,
2.40% due 8/1/94....................... 2.40 10,000,000

MISSISSIPPI
2,800 Mississippi Hospital Equipment &
Facilities Authority, Mississippi
Baptist Medical Center Ser 1990 B,
3.00% due 7/6/94....................... 3.00 2,800,000

MISSOURI
14,000 Missouri Environmental Improvement &
Energy Resources Authority, Noranda
Aluminum Inc Ser 1982, 3.00% due
7/6/94................................. 3.00 14,000,000
Missouri Health & Educational Facilities
Authority,
13,500 Missouri Baptist Medical Center Ser 1990
B, 2.45% due 8/1/94.................... 2.45 13,500,000
10,000 Sisters of Mercy Health System St Louis
Inc Ser 1989 A, 2.30% due 7/7/94....... 2.30 10,000,000
5,300 Sisters of Mercy Health System St Louis
Inc Ser 1992 B, 2.30% due 7/7/94....... 2.30 5,300,000
9,800 St Anthony's Medical Center Ser 1989 A,
2.65% due 7/5/94....................... 2.65 9,800,000

NEBRASKA
Nebraska Higher Education Loan Program
Inc,
17,785 1985 Ser E (MBIA Insured), 2.25% due
7/6/94................................. 2.25 17,785,000
8,600 1986 Ser C (AMT), 2.40% due 7/6/94...... 2.40 8,600,000

NEVADA
12,000 Clark County, Airport Sys Refg Ser 1993
A (MBIA Insured), 2.20% due 7/6/94..... 2.20 12,000,000

NEW HAMPSHIRE
2,500 New Hampshire Higher Educational &
Health Facilities Authority, Dartmouth
Education Loan Corp Ser 1993 (AMT),
3.75% due 6/1/95....................... 3.75 2,500,000

NEW JERSEY
10,000 New Jersey Economic Development
Authority, Center For Aging Inc--
Applewood Estates Ser 1989, 2.20% due
7/7/94................................. 2.20 10,000,000

NEW YORK
New York City,
10,000 Fiscal 1994 Subser A-5 & A-8, 3.60% due
7/1/94................................. 3.60 10,000,000
2,000 New York Local Government Assistance
Corporation, Ser 1994 B, 2.00% due
7/6/94................................. 2.00 2,000,000
10,000 New York State Mortgage Agency,
Homeowner Ser 37-B, 3.10% due
9/29/94................................ 3.10 10,000,000
7,000 New York State Power Authority, Tender
Notes, 2.75% due 9/1/94................ 2.75 7,000,000
2,800 Port Authority of New York & New Jersey,
Ser 2, 3.50% due 7/1/94................ 3.50 2,800,000
</TABLE>

13
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(IN CURRENT
THOUSANDS) YIELD VALUE
- -------- --------- ---------------
<C> <S> <C> <C>
NORTH CAROLINA
North Carolina Medical Care Commission,
$14,200 Duke University Hospital Ser 1985 B,
2.20% due 7/7/94....................... 2.20% $ 14,200,000
10,785 Duke University Hospital Ser 1985 C,
2.20% due 7/7/94....................... 2.20 10,785,000
15,400 Pooled Ser 1985 (MBIA Insured), 2.55%
due 7/5/94............................. 2.55 15,400,000
5,000 Pooled Ser 1991 A, 3.60% due 7/1/94..... 3.60 5,000,000
21,700 Person County Industrial Facilities &
Pollution Control Financing Authority,
Carolina Power & Light Co Ser 1992 A,
2.65% due 7/6/94....................... 2.65 21,700,000

OKLAHOMA
4,000 Oklahoma Housing Finance Agency,
Homeownership Loan 1994 Ser A (AMT),
3.875% due 5/1/95...................... 3.875 4,000,000
13,970 Oklahoma Water Resources Board, State
Loan Prog Ser 1994 A, 2.85% due
9/1/94................................. 2.85 13,970,000

OREGON
10,000 Oregon, Veterans' Welfare Ser 73 H,
2.40% due 7/6/94....................... 2.40 10,000,000

PENNSYLVANIA
10,000 Allegheny County Hospital Development
Authority, Health Education & Research
Corp Ser 1988 B, 2.40% due 7/6/94...... 2.40 10,000,000
Emmaus General Authority,
15,000 Local Govt Ser 1989 B Subser B-5, 2.35%
due 7/6/94............................. 2.35 15,000,000
6,200 Local Govt Ser 1989 D, 2.25% due
7/6/94................................. 2.25 6,200,000
10,500 Pennsylvania Energy Development
Authority, Clarion Co Piney Creek Ser A
(AMT), 2.30% due 7/6/94................ 2.30 10,500,000
5,200 University of Pittsburgh, Univ Cap 1989
Ser A, 2.525% due 7/7/94............... 2.525 5,200,000
8,400 Washington County Authority, Pooled Ser
1985 A-1 Subser B, 2.95% due 7/6/94.... 2.95 8,400,000

RHODE ISLAND
Rhode Island Housing & Mortgage Finance
Corporation,
3,900 Homeownership Ser 9 B, 2.40% due
7/6/94................................. 2.40 3,900,000
7,500 Homeownership Ser 13, 2.25% due
7/6/94................................. 2.25 7,500,000

SOUTH CAROLINA
12,000 York County, North Carolina Electric
Membership Corp Pooled Ser 1984 N-3 & 4
(NRU-CFC Gtd), 3.05% due 9/15/94....... 3.05 12,000,000

TEXAS
3,800 Angelina & Neches River Authority, TEEC
Inc Ser 1984 D, 3.55% due 7/1/94....... 3.55 3,800,000
9,700 Gulf Coast Industrial Development
Authority, Amoco Oil Co Ser 1993 (AMT),
3.10% due 7/1/94....................... 3.10 9,700,000
Gulf Coast Waste Disposal Authority,
3,000 Amoco Oil Co Ser 1991 (AMT), 2.95% due
10/1/94................................ 2.95 3,000,000
3,700 Amoco Oil Co Ser 1992, 2.75% due
7/1/94................................. 2.75 3,700,000
15,100 Harris County, Toll Road Unlimited Tax
Sub Lien Ser 1985 E, 2.25% due
7/7/94................................. 2.25 15,100,000
8,000 Harris County Health Facilities
Development Corporation, St Lukes
Episcopal Hospital 1992 A, 3.30% due
7/1/94................................. 3.30 8,000,000
</TABLE>

14
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(IN CURRENT
THOUSANDS) YIELD VALUE
- -------- --------- ---------------
<C> <S> <C> <C>
$13,000 Hockley County Industrial Development
Corporation, Amoco Oil Co Ser 1985,
3.15% due 11/1/94...................... 3.15% $ 13,000,000
6,400 Houston Health Facilities Development
Corporation, Methodist Hospital Ser
1984, 3.30% due 7/1/94................. 3.30 6,400,000

UTAH
15,500 Intermountain Power Agency, 1985 Ser E &
F, 3.00% due 9/15/94................... 3.00 15,500,000
15,000 Utah Housing Finance Agency, Single
Family Mortgage 1994 Ser 2 (AMT), 2.75%
due 7/6/94............................. 2.75 15,000,000

VIRGINIA
Richmond Redevelopment & Housing
Authority,
7,000 Tobacco Row 1989 Ser B-4 (AMT), 2.75%
due 7/6/94............................. 2.75 7,000,000
8,710 Tobacco Row 1989 Ser B-7 (AMT), 2.75%
due 7/6/94............................. 2.75 8,710,000

WASHINGTON
7,000 Washington State Housing Finance
Commission, Single Family Mortgage Ser
1994 D (AMT), 3.90% due 6/1/95......... 3.90 7,000,000
4,500 Washington Student Loan Finance
Association, Ser 1988 A (AMT), 2.75%
due 7/7/94............................. 2.75 4,500,000

WEST VIRGINIA
4,700 Marion County, Grant Town Cogeneration
Ser 1990 D (AMT), 2.35% due 7/6/94..... 2.35 4,700,000

WISCONSIN
10,000 Wisconsin Health Facilities Authority,
Franciscan Health Care Inc Ser 1985
A-1, 2.90% due 7/6/94.................. 2.90 10,000,000
---------------
TOTAL SHORT-TERM VARIABLE RATE MUNICIPAL
OBLIGATIONS
(AMORTIZED COST $1,090,766,046)....... 1,090,766,046
---------------
<CAPTION>
YIELD TO
MATURITY
ON DATE
OF
PURCHASE
---------
<C> <S> <C> <C>
TAX-EXEMPT COMMERCIAL PAPER (13.6%)
CALIFORNIA
4,000 Long Beach Harbor Department, Ser A
(AMT), 3.00% due 8/15/94............... 3.00% 4,000,000
FLORIDA
14,000 Jacksonville, Ser A, 2.90% due
8/11/94................................ 2.90 14,000,000
6,500 Jacksonville Electric Authority, 3.30%
due 10/27/94........................... 3.30 6,500,000
8,000 Lee County Hospital Board of Directors,
Lee Memorial Hospital Ser 1992 B, 2.65%
due 8/19/94............................ 2.65 8,000,000

GEORGIA
4,000 Burke County Development Authority,
Oglethorpe Power Corp Ser 1992 A, 3.30%
due 9/12/94............................ 3.30 4,000,000
9,900 Georgia Municipal Gas Authority, Ser B,
2.65% due 7/14/94...................... 2.65 9,900,000

LOUISIANA
10,000 Louisana Offshore Terminal Authority,
LOOP Inc Ser 1991 A, 3.30% due
9/13/94................................ 3.30 10,000,000
</TABLE>

15
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YIELD TO
PRINCIPAL MATURITY
AMOUNT ON DATE
(IN OF
THOUSANDS) PURCHASE VALUE
- -------- --------- ---------------
<C> <S> <C> <C>
$25,000 St James Parish, Texaco Inc Ser 1988 B,
2.80% due 8/16/94...................... 2.80% $ 25,000,000

NEW HAMPSHIRE
10,000 New Hampshire Business Finance
Authority, New England Power Co 1990
Ser A (AMT), 3.45% due 10/13/94........ 3.45 10,000,000

OHIO
8,000 Ohio Water Development Authority,
Duquesne Light Co Ser 1988 (AMT), 3.45%
due 10/25/94........................... 3.45 8,000,000

PENNSYLVANIA
Pennsylvania Economic Development
Financing Authority,
6,500 Inter-Power/AhlCon Partners 1992 Ser A
(AMT), 2.85% due 7/19/94............... 2.85 6,500,000
8,900 Inter-Power/AhlCon Partners 1992 Ser A
(AMT), 2.85% due 7/21/94............... 2.85 8,900,000
8,000 Venango Industrial Development
Authority, Scrubgrass Ser 1990 B (AMT),
2.65% due 8/23/94...................... 2.65 8,000,000

TEXAS
10,000 Brazos River Authority, Texas Utilities
Electric Co Ser 1994 B (AMT), 3.35% due
9/15/94................................ 3.35 10,000,000
11,300 Braxos River Harbor Navigation District,
Dow Chemical Co Ser 1992 (AMT), 2.80%
due 8/24/94............................ 2.80 11,300,000
6,700 Harris County Health Facilities
Development Corporation, Sisters of
Charity of the Incarnate Word, 2.55%
due 8/17/94............................ 2.55 6,700,000
Lower Colorado River Authority,
5,000 Ser B, 2.95% due 8/29/94................ 2.95 5,000,000
9,500 Ser C, 3.25% due 9/14/94................ 3.25 9,500,000
10,000 Texas A & M University, Ser B, 2.95% due
8/26/94................................ 2.95 10,000,000

UTAH
7,000 Tooele County, Union Pacific Corp Ser A
(AMT), 2.95% due 10/19/94.............. 2.95 7,000,000

VIRGINIA
6,380 Norfolk Industrial Development
Authority, Sentara Hospitals Ser 1990
A, 3.30% due 10/21/94.................. 3.30 6,380,000

WYOMING
4,400 Sublette County, Exxon Corp Ser 1987 B
(AMT), 3.35% due 10/11/94.............. 3.35 4,400,000
---------------
TOTAL TAX-EXEMPT COMMERCIAL PAPER
(AMORTIZED COST $193,080,000)......... 193,080,000
---------------

SHORT-TERM MUNICIPAL NOTES (12.5%)
CALIFORNIA
23,000 Alameda County, 1993-1994 TRANs, dtd
7/8/93 3.25% due 7/29/94............... 2.75 23,008,576
California School Cash Reserve Program
Authority,
35,000 1993 Pool Ser A, dtd 7/2/93 3.40% due
7/5/94................................. 2.90 35,001,860
20,000 1994 Pool Ser A, dtd 7/5/94 4.50% due
7/5/95 (a)............................. 3.75 20,144,400
25,000 California Statewide Communities
Development Authority, 1994 Ser A
TRANs, dtd 7/6/94 4.50% due 7/17/95
(a).................................... 2.80 25,211,000
13,000 Los Angeles County Local Educational
Agencies, Pooled 1994-95
Ser A TRANs, dtd 7/7/94 4.50% due
7/6/95(a).............................. 3.75 13,093,600
</TABLE>

16
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YIELD TO
PRINCIPAL MATURITY
AMOUNT ON DATE
(IN OF
THOUSANDS) PURCHASE VALUE
- -------- --------- ---------------
<C> <S> <C> <C>
CONNECTICUT
$10,000 Connecticut, Special Assessment
Unemployment Compensation 1993 Ser C
(FGIC Insured), dtd 9/23/93 3.00% due
7/1/94................................. 2.80% $ 10,000,000
INDIANA
25,000 Indiana Bond Bank, Advance Funding
Notes, Ser 1994 A-2, dtd 1/13/94 3.03%
due 1/17/95............................ 2.75 25,037,225

IOWA
25,000 Iowa School Corporations, Warrant
Certificates Ser A 1994 (Capital
Guaranty Insured), dtd 6/29/94 4.25%
due 7/17/95............................ 3.60 25,163,392
---------------
TOTAL SHORT-TERM MUNICIPAL NOTES
(AMORTIZED COST $176,660,053)......... 176,660,053
---------------
</TABLE>

<TABLE>
<C> <S> <C> <C>
TOTAL INVESTMENTS
(AMORTIZED COST $1,460,506,099) (B)... 103.1% 1,460,506,099
LIABILITIES IN EXCESS OF CASH AND OTHER
ASSETS................................. (3.1) (44,205,287)
----------- ---------------
NET ASSETS.............................. 100.0% $ 1,416,300,812
----------- ---------------
----------- ---------------
<FN>
- ---------------
AMT - ALTERNATIVE MINIMUM TAX.
BANS- BOND ANTICIPATION NOTES.
COPS- CERTIFICATE OF PARTICIPATION.
TRANS - TAX AND REVENUE ANTICIPATION NOTES.
* DUE DATE REFLECTS NEXT RATE CHANGE.
(A) WHEN ISSUED SECURITY.
(B) COST IS THE SAME FOR FEDERAL INCOME TAX PURPOSES.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

____________________________1994 FEDERAL TAX NOTICE (UNAUDITED)
During the year ended June 30, 1994, the Trust paid to shareholders $0.019898
per share from net investment income. All of the Trust's dividends were exempt
interest dividends, excludable from gross income for Federal income tax
purposes.

17
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Trustees of Active Assets Tax-Free 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 (which appear under the
heading "Financial Highlights" on page 3 of this Prospectus) present fairly, in
all material respects, the financial position of Active Assets Tax-Free Trust
(the "Trust") at June 30, 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 ten years in the period
then ended, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities owned at
June 30, 1994 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
August 4, 1994

18
ACTIVE ASSETS TAX-FREE TRUST
<PAGE>
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 - (212) 392-5000

Active Assets California Tax-Free Trust (the California "Tax-Free Trust" or
the "Trust") is a no-load, diversified open-end management investment company.
The Trust is authorized to reimburse Dean Witter Distributors Inc. for specific
expenses incurred in promoting the distribution of the Trust's shares pursuant
to a Plan of Distribution pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act"). Reimbursement may in no event exceed an
amount equal to payments at the annual rate of 0.15% of the average daily net
assets of the Trust.

The investment objective of the Trust is to provide as high a level of daily
income exempt from federal and California personal income tax as is consistent
with stability of principal and liquidity. The Trust seeks to achieve its
objective by investing primarily in high quality, California tax-exempt
securities with short-term maturities including Municipal Bonds, Municipal Notes
and Municipal Commercial Paper.

AN INVESTMENT IN THE TRUST IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE TRUST WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Highlights/2 How Net Asset Value is Determined/A-4
Summary of Trust Expenses/3 Confirmations/A-5
Financial Highlights/3 The Trusts and Their Management/A-5
Investment Objective and Policies/4 Plan of Distribution/A-6
Investment Restrictions/9 Dividends, Distributions and Taxes/A-6
Financial Statements/11 General Information/A-9
Report of Independent Accountants/16 Voting Rights/A-9
Purchase and Redemption of Shares/A-1 Custodian/A-10
Purchase of Shares/A-1 Shareholder Inquiries/A-10
Purchase of Shares by Non-Participants in
the Active Assets Program/A-2
Redemption of Shares/A-3
Redemption of Shares by Non-Participants in
the Active Assets Program/A-4
</TABLE>

THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION YOU SHOULD KNOW BEFORE
INVESTING IN THE TRUST. IT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
ADDITIONAL INFORMATION ABOUT THE TRUST IS CONTAINED IN THE STATEMENT OF
ADDITIONAL INFORMATION, DATED AUGUST 22, 1994, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND WHICH IS AVAILABLE AT NO CHARGE UPON
REQUEST OF THE TRUST AT THE ADDRESS LISTED ABOVE OR BY CALLING THE DEAN WITTER
INTERCAPITAL INC. (THE "INVESTMENT MANAGER" OR "INTERCAPITAL") AT (212)
392-2550. THE STATEMENT OF ADDITIONAL INFORMATION IS INCORPORATED HEREIN BY
REFERENCE.

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.
------------------------

THE DATE OF THIS PROSPECTUS IS AUGUST 22, 1994.

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>
HIGHLIGHTS

<TABLE>
<S> <C>
THE A no-load, open-end diversified management investment company investing principally in
TRUST short-term securities exempt from federal and California personal income tax. The Trust
is authorized to reimburse Dean Witter Distributors Inc. for specific expenses incurred
in promoting the distribution of the Trust's shares pursuant to a Plan of Distribution
pursuant to Rule 12b-1 under the Act (See page A-6). The Trust is organized as an
unincorporated business trust under the laws of Massachusetts. (See page A-5).
- ----------------------------------------------------------------------------------------------------------
SHARES The shares of the Trust are offered to participants in the Active Assets program of Dean
OFFERED Witter and to non-participants who wish to invest directly in shares of the Trust. (See
page A-2). The primary components of the Active Assets program are the Securities
Account, which is linked to the Active Assets Insured Account, the Active Assets Money
Trust, the Active Assets Tax-Free Trust, the California Tax-Free Trust or the Active
Assets Government Securities Trust and to the Visa Account. See the Dean Witter Client
Agreement for further information.
- ----------------------------------------------------------------------------------------------------------
PURCHASE Pursuant to the Dean Witter Client Agreement between Dean Witter and the customer, free
OF SHARES credit cash balances will be automatically invested daily in shares of the Trust at
their current net asset value without any sales charge. Dean Witter Distributors Inc. is
the Distributor of shares of the Trust. Investments in shares are made under the
circumstances described under "Purchase and Redemption of Shares" (see page A-1).
Non-participants in the Active Assets program should refer to the discussion appearing
at page A-2.
- ----------------------------------------------------------------------------------------------------------
INVESTMENT High level of daily California tax-exempt income consistent with stability of principal
OBJECTIVE and liquidity (see page 4). There can be no assurance that the Trust's investment
objective will be achieved.
- ----------------------------------------------------------------------------------------------------------
INVESTMENT A diversified portfolio of tax-exempt, fixed-income securities with short-term
POLICY maturities (see page 4).
- ----------------------------------------------------------------------------------------------------------
INVESTMENT Dean Witter InterCapital Inc., the Investment Manager of the Trust, and its wholly-owned
MANAGER subsidiary, Dean Witter Services Company, Inc., serve in various investment management,
advisory, management and administrative capacities to eighty-six investment companies
with assets under management of approximately $69.4 billion at June 30, 1994 (see page
A-5).
- ----------------------------------------------------------------------------------------------------------
MANAGEMENT Monthly fee at an annual rate of 1/2 of 1% of average daily net assets, scaled down on
FEE assets over $500 million (see page A-5).
- ----------------------------------------------------------------------------------------------------------
DIVIDENDS Automatically reinvested daily in additional shares at net asset value (see page A-6).
- ----------------------------------------------------------------------------------------------------------
REPORTS Individual monthly account statements from Dean Witter on the Dean Witter Transaction
Statement; annual and semi-annual Trust financial statements.
- ----------------------------------------------------------------------------------------------------------
REDEMPTION For participants in the Active Assets program, shares of the Trust will be redeemed at
OF SHARES net asset value automatically to satisfy debit balances in the Securities Account
created by activity therein or to satisfy amounts owing in the Visa Account resulting
from Visa card purchases, cash advances or checks written against the Visa Account.
Non-participants in the Active Assets program should refer to the discussion appearing
at page A-4. It is anticipated that the net asset value will remain constant at $1.00
per share. Dean Witter has the right to terminate a shareholder's Active Assets service,
in which event all Trust shares held in a shareholder's account will be involuntarily
redeemed. The Trust also reserves the right to reduce the number of shares in all
accounts if the Trustees determine that this is necessary to maintain the constant $1.00
per share net asset value. See "Purchase and Redemption of Shares" (page A-1).
- ----------------------------------------------------------------------------------------------------------
RISKS The Trust invests principally in high quality, short-term fixed-income securities issued
or guaranteed by the state of California and its local governments which are subject to
minimal risk of loss of income and principal. However, the investor is directed to the
discussions of "lease obligations" (page 5) and "When-Issued and Delayed Delivery
Securities" (page 6) concerning the risks associated with such portfolio securities and
management techniques. Since the Trust concentrates its investments in California
tax-exempt securities, the Trust is affected by any political, economic or regulatory
developments affecting the ability of California issuers to pay interest or repay
principal (page 6).
- ----------------------------------------------------------------------------------------------------------
THE SUMMARY INFORMATION ABOVE SHOULD BE READ IN CONJUNCTION WITH THE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE APPENDIX HERETO, IN THE DEAN WITTER CLIENT AGREEMENT AND IN THE
TRUST'S STATEMENT OF ADDITIONAL INFORMATION, INCLUDING THE APPENDIX THERETO.
</TABLE>

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>
SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------

The following table illustrates all expenses and fees that a shareholder of
the Trust will incur. The expenses and fees set forth in the table are for the
year ended June 30, 1994.

<TABLE>
<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......................... 0.50%
12b-1 Fees.............................. 0.10%
Other Expenses.......................... 0.08%
-------
Total Trust Operating Expenses.......... 0.68%
-------
-------
</TABLE>

<TABLE>
<CAPTION>
10
EXAMPLE 1 YEAR 3 YEARS 5 YEARS YEARS
- ---------------------------------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at
the end of each time period: $ 7 $22 $38 $85
</TABLE>

The above example should not be considered a representation of past or
future expenses or performance. Actual expenses of the Trust may be greater or
less than those shown.

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

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR ENDED JUNE 30, NOVEMBER 12, 1991*
------------------------------------------------- THROUGH
1994 1993 JUNE 30, 1992
----------------------- ----------------------- ----------------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period............................... $ 1.00 $ 1.00 $ 1.00
---------- ---------- ----------
Net investment income................. 0.018 0.018 0.017
Less dividends from net investment
income............................... (0.018) (0.018) (0.017)
---------- ---------- ----------
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00
---------- ---------- ----------
---------- ---------- ----------
TOTAL INVESTMENT RETURN................. 1.78% 1.84% 1.66%(1)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands)........................... $288,506 $202,149 $170,364
Ratio of expenses to average net
assets............................... 0.68% 0.71% 0.56% (2) (3)
Ratio of net investment income to
average net assets................... 1.77% 1.82% 2.42% (2) (3)
<FN>
- -----------------
* DATE OF COMMENCEMENT OF OPERATIONS.
(1)NOT ANNUALIZED.
(2)ANNUALIZED.
(3) IF THE TRUST HAD BORNE ALL EXPENSES THAT WERE ASSUMED OR WAIVED BY THE
INVESTMENT MANAGER, THE ABOVE ANNUALIZED EXPENSE RATIO WOULD HAVE BEEN .80%
($.006 PER SHARE) AND THE ABOVE ANNUALIZED NET INVESTMENT INCOME RATIO WOULD
HAVE BEEN 2.18% ($.023 PER SHARE).
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

3
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

THE INVESTMENT OBJECTIVE OF THE TRUST IS TO PROVIDE AS HIGH A LEVEL OF DAILY
INCOME EXEMPT FROM FEDERAL AND CALIFORNIA PERSONAL INCOME TAX AS IS CONSISTENT
WITH STABILITY OF PRINCIPAL AND LIQUIDITY. It is a fundamental policy of the
Trust that at least 80% of its total assets will be invested in securities the
interest on which is exempt from federal and California personal income tax
("California tax-exempt securities"). This policy and the Trust's investment
objective may not be changed without a vote of a majority of the Trust's
outstanding voting securities, as defined in the Act. There is no assurance that
the objective will be achieved.

The Trust seeks to achieve its investment objective by investing primarily
in high quality tax-exempt securities with short-term maturities. Such
securities will include California Municipal Bonds, California Municipal Notes
and California Municipal Commercial Paper ("Municipal Obligations") with
maturities of thirteen months or less, which are rated in one of the two highest
rating categories for debt obligations by at least two nationally recognized
statistical rating organizations ("NRSRO's"-- primarily Moody's Investors
Service ("Moody's") and Standard & Poor's Corporation ("S&P")), or one NRSRO if
the obligation is rated by only one NRSRO. Unrated obligations may be purchased
if they are determined to be of comparable quality by the Trust's Trustees.

Up to 20% of the Trust's total assets may also be invested in securities
exempt from federal personal income tax but not from California personal income
tax ("non-California tax-exempt securities"), in taxable securities and in
tax-exempt securities subject to the federal alternative minimum tax for
individual shareholders ("AMT") (California tax-exempt securities subject to AMT
will not be included in the 80% total referred to above for investment in
California tax-exempt securities). In addition, the Trust may temporarily invest
more than 20% of its total assets in taxable securities, non-California
tax-exempt securities, or in tax-exempt securities subject to AMT, to maintain a
"defensive" posture when, in the opinion of the Investment Manager, it is
advisable to do so because of market conditions. The types of taxable securities
in which the Trust may temporarily invest are limited to the following
short-term fixed-income securities (maturing in thirteen months or less from the
time of purchase); (i) obligations of the United States Government or its
agencies, instrumentalities or authorities; (ii) commercial paper rated P-1 by
Moody's or A-1 by S&P; (iii) certificates of deposit of domestic banks with
assets of $1 billion or more; and (iv) repurchase agreements with respect to any
of the foregoing portfolio securities.

California Municipal Bonds and California Municipal Notes are debt
obligations of a state, its cities, municipalities and municipal agencies which
generally have maturities, at the time of their issuance, of either one year or
more (Bonds) or from six months to three years (Notes). California Municipal
Commercial Paper refers to short-term obligations of municipalities. Any
Municipal Obligation which depends on the credit of the Federal Government, its
agencies or instrumentalities shall be considered to have a Moody's rating of
Aaa or S&P rating of AAA. An obligation shall be considered a Municipal
Obligation only if, in the opinion of bond counsel, the interest payable
therefrom is exempt from both federal income tax and California personal income
tax.

The foregoing percentage and rating limitations apply at the time of
acquisition of a security based on the last previous determination of the
Trust's net asset value. Any subsequent change in any rating by a rating service
or change in percentages resulting from market fluctuations may not require
elimination of any security from the Trust's portfolio. However, in accordance
with procedures adopted by the Trust's Trustees pursuant to federal securities
regulations governing money market funds, the Investment Manager will perform a

4
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>
creditworthiness analysis of such downgraded securities, which analysis will be
reported to the Trustees who will, in turn, determine whether the securities
continue to present minimal credit risks to the Trust. The Trust does not
anticipate that more than 5% of its net assets are likely to be downgraded below
the rating requirements described above for Municipal Obligations.

The ratings assigned by NRSROs represent their opinions as to the quality of
the securities which they undertake to rate (see the Appendix to the Statement
of Additional Information for an explanation of Moody's and S&P ratings). It
should be emphasized, however, that the ratings are general and not absolute
standards of quality.

In addition, lease obligations represent a relatively new type of financing
that has not yet developed the depth of marketability associated with more
conventional municipal obligations, and, as a result, certain of such lease
obligations may be considered illiquid securities. To determine whether or not
the Trust will consider such securities to be illiquid (the Trust may not invest
more than ten percent of its net assets in illiquid securities), the Trustees of
the Trust have established guidelines to be utilized by the Trust in determining
the liquidity of a lease obligation. The factors to be considered in making the
determination include: 1) the frequency of trades and quoted prices for the
obliga-

5
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>
tion; 2) the number of dealers willing to purchase or sell the security and the
number of other potential purchasers; 3) the willingness of dealers to undertake
to make a market in the security; and 4) the nature of the marketplace trades,
including, the time needed to dispose of the security, the method of soliciting
offers, and the mechanics of the transfer. All lease obligations purchased by
the Trust are subject to the creditworthiness standards discussed above for
Municipal Obligations.

The Trust does not generally intend to invest more than 25% of its total
assets in securities of any one governmental unit. The Trust may invest more
than 25% of its total assets in industrial development and pollution control
bonds (two kinds of tax-exempt Municipal Bonds) whether or not the users of
facilities financed by such bonds are in the same industry. In cases where such
users are in the same industry, there will be additional risk to the Trust in
the event of an economic downturn in such industry, which may result generally
in a lowered need for such facilities and a lowered ability of such users to pay
for the use of such facilities.

PORTFOLIO MANAGEMENT

Although the Trust will generally acquire securities for investment with the
intent of holding them to maturity and will not seek profits through short-term
trading, the Trust may dispose of any security prior to its maturity to meet
redemption requests. Securities may also be sold when the Trust's Investment
Manager believes such disposition to be advisable on the basis of a revised
evaluation of the issuer or based upon relevant market considerations. There may
be occasions when, as a result of maturities of portfolio securities or sale of
Trust shares, or in order to meet anticipated redemption requests, the Trust may
hold cash which is not earning income.
The Trust anticipates that the average weighted maturity of the portfolio
will be 90 days or less. The relatively short-term nature of the Trust's
portfolio is expected to result in a lower yield than portfolios comprised of
longer-term tax-exempt securities.
VARIABLE RATE AND FLOATING RATE OBLIGATIONS. The interest rates payable on
certain Municipal Bonds and Municipal Notes are not fixed and may fluctuate
based upon changes in market rates. Municipal obligations of this type are
called "variable rate" or "floating rate" obligations. The interest rate payable
on a variable rate obligation is adjusted at predesignated periodic intervals
and on a floating rate obligation, whenever there is a change in the market rate
of interest on which the interest rate payable is based.

BROKERAGE ALLOCATION. Brokerage commissions are not normally charged on
purchases and sales of short-term municipal obligations, but such transactions
may involve transaction costs in the form of spreads between bid and asked
prices. Pursuant to an order of the Securities and Exchange Commission, the
Trust may effect principal transactions in certain money market instruments with
Dean Witter. In addition, the Trust may incur brokerage commissions on
transactions conducted through Dean Witter.

SPECIAL CONSIDERATIONS RELATING TO CALIFORNIA TAX-EXEMPT SECURITIES

The Trust will be affected by any political, economic or regulatory
developments affecting the ability of California issuers to pay interest or
repay principal on their obligations. Various subsequent developments regarding
the California Constitution and State statutes which limit the taxing and
spending authority of California governmental entities may impair the ability of
California issuers to maintain debt service on their obligations. Of

6
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>

particular impact are constitutional voter initiatives, which have become common
in recent years. The following information constitutes only a brief summary and
is not intended as a complete description.

In 1978, Proposition 13, an amendment to the California Constitution, was
approved, limiting real property valuation for property tax purposes and the
power of local governments to increase real property tax revenues and revenues
from other sources. Legislation adopted after Proposition 13 provided for
assistance to local governments, including the redistribution of the
then-existing surplus in the General Fund, reallocation of revenues to local
governments, and assumption by the State of certain local government
obligations. However, more recent legislation reduced such state assistance.
There can be no assurance that any particular level of State aid to local
governments will be maintained in future years. In NORDLINGER V. HAHN, the
United States Supreme Court upheld certain provisions of Proposition 13 against
claims that it violated the equal protection clause of the Constitution. In
1979, an amendment was passed adding Article XIIIB to the State Constitution. As
amended in 1990, Article XIIIB imposes an "appropriations limit" on the spending
authority of the State and local government entities. In general, the
appropriations limit is based on certain 1985-86 expenditures, adjusted annually
to reflect changes in the cost of living, population and certain services
provided by State and local government entities. "Appropriations limit" does not
include appropriations for qualified capital outlay projects, certain increases
in transportation-related taxes, and certain emergency appropriations.

In 1988, State voters approved Proposition 87, which amended Article XVI of
the State Constitution to authorize the State Legislature to prohibit
redevelopment agencies from receiving any property tax revenues raised by
increased property taxes to repay bonded indebtedness of local government which
is not approved by voters on or before January 1, 1989. It is not possible to
predict whether the State Legislature will enact such a prohibition, nor is it
possible to predict the impact of Proposition 87 on redevelopment agencies and
their ability to make payments on outstanding debt obligations.

In November 1988, California voters approved Proposition 98. This initiative
requires that revenues in excess of amounts permitted to be spent and which
would otherwise be returned by revision of tax rates or fee schedules, be
transferred and allocated (up to a maximum of 40%) to the State School Fund and
be expended solely for purposes of instructional improvement and accountability.
No such transfer or allocation of funds will be required if certain designated
state officials determine that annual student expenditures and class size meet
certain criteria as set forth in Proposition 98. Any funds allocated to the
State School Fund shall cause the appropriation limits to be annually increased
for any such allocation made in the prior year. Proposition 98 also requires the
State of California to provide a minimum level of funding for public schools and
community colleges. The initiative permits the enactment of legislation, by a
two-thirds vote, to suspend the minimum funding requirement for one year.

In July 1991, California increased taxes by adding two new marginal tax
rates, at 10% and 11%, effective for tax years 1991 through 1995. After 1995,
the maximum personal income tax rate is scheduled to return to 9.3%, and the
alternative minimum tax rate is scheduled to drop from 8.5% to 7%. In addition,
legislation in July 1991 raised the sales tax by 1.25%. 0.5% was a permanent
addition to counties, but with the money earmarked to trust funds to pay for
health and welfare programs whose administration was transferred to counties.
This tax increase will be cancelled if a court rules that such transfer and tax
increase violate any constitutional requirements. 0.5% of the State tax rate was
scheduled to expire on June 30, 1993, but was extended for six months for the
benefit of counties and cities. On November 2, 1993, voters made this
half-percent levy a permanent source of funding for local government.

7
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>

The State is a party to numerous legal proceedings, many of which normally
occur in governmental operations. In addition, the State is involved in certain
other legal proceedings that, if decided against the State, might require the
State to make significant future expenditures or impair future revenue sources.
Two such court cases may upset California's budgetary balance. In 1992-93 and
1993-94, the State met part of its Proposition 98 commitment to education
through $1.8 billion in off-book loans. These loans were held to be illegal in a
lower court decision, CALIFORNIA TEACHERS ASSOCIATION V. GOULD. If this decision
is upheld on appeal, the schools will not be required to repay those loans, and
the officially recognized 1994-95 year-end deficit would increase by $1.8
billion. In July, 1994, a federal appeals court invalidated the Bush
Administration's approval of a 5.8% welfare benefits cut imposed in December,
1992. The ruling could also nullify a further 2.7% reduction approved in 1993
and a 2.3% reduction scheduled to go into effect in September, 1994. It has been
estimated that, if the ruling is upheld on appeal, it could cost the State up to
$175 million per year in additional welfare benefit payments.

Since 1990, California has faced the worst economic, fiscal and budget
conditions since the 1930s. After experiencing strong growth throughout much of
the 1980s, the State was adversely affected by the national recession and
cutbacks in aerospace and defense spending, both of which have had a severe
impact on the economy in Southern California. The State's tax revenue experience
clearly reflects sharp declines in employment, income and retail sales on a
scale not seen in over fifty years. Although the national economic recovery
continued at a strong pace in the first quarter of 1994, California is still
experiencing the effects of the recession. However, the State's budget for
fiscal year 1994-95 assumes that the State will begin to recover from
recessionary conditions in 1994, with a modest upturn in 1994 and continuing in
1995.

These economic difficulties have exacerbated the structural budget imbalance
which has been evident since fiscal year 1985-1986. Since that time, budget
shortfalls have become increasingly more difficult to solve. The State has
recorded General Fund operating deficits in five of the past six fiscal years.
Many of these problems have been attributable to the fact that the great
population influx has produced increased demand for education and social
services at a far greater pace than the growth in the State's tax revenues.
Despite substantial tax increases, expenditure reductions and the shift of some
expenditure responsibilities to local government, the budget condition remains
problematic.

On July 8, 1994, the Governor of California signed into law a $57.5 billion
budget which, among other things: (a) reduces welfare grants and aid to families
and to the aged, blind and disabled, and (b) relies on the State's ability to
obtain $2.8 billion in new reimbursement from the federal government for the
State's cost of serving illegal immigrants. Although the State legislature has
passed a standby measure which could trigger automatic budget reductions if the
state's fiscal condition worsens over the next two years, the stability of the
budget would be jeopardized if the state is unable to obtain the hoped-for
federal funds.

The current budget includes General Fund spending of $40.9 billion, up 4.2%
from the level of spending during the 1993-94 fiscal year. The budget also
envisions General Fund spending climbing another 8.4% in the 1995-96 fiscal
year. The budget forecasts levels of revenues and expenditures which will result
in operating surpluses in both 1994-95 and 1995-96, leading to the elimination
of an estimated $2.0 billion accumulated budget deficit by June 30, 1996.

Because of the State's continuing budget problems, the State's General
Obligation bonds were downgraded in July 1994 from Aa to A1 by Moody's, to A
from A+ by Standard & Poor's, and from AA to A by Fitch Investors Service, Inc.
All three rating agencies expressed uncertainty in the State's ability to
balance its budget by 1996.

On January 17, 1994, Northridge, California experienced an earthquake that
registered 6.7 on

8
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>

the Richter Scale resulting in significant property damage to private and public
facilities throughout Los Angeles and Ventura Counties, and to parts of Orange
and San Bernardino Counties. The effected portions of the counties were declared
to be federal and state disaster areas. The total damage is estimated to be
between $13 billion and $20 billion. The cost to federal, state and local
government is estimated to be $11.6 billion with the State's and local
governments' share estimated to be $1.9 billion and $135 million, respectively.
In mid-February 1994 Congress approved an earthquake relief package totaling
about $8.6 billion, bringing total federal support to $9.5 billion. The
California legislature approved $2 billion in bond refinancing in mid-March 1994
for earthquake recovery costs and seismic safety improvements. However, the bond
issue was rejected by California voters in the June 1994 election. It now
appears that the state will pay for its share of the recovery costs through a
reallocation of existing funds and borrowing from the federal government.

The bipartisan Commission on State Finance believes that, although it may
carry long-term implications for the City of Los Angeles, the earthquake will
not derail the State's economic recovery.

The effect of these various constitutional and statutory amendments and
budget developments upon the ability of California issuers to pay interest and
principal on their obligations remains unclear and in any event may depend upon
whether a particular California tax-exempt security is a general or limited
obligation bond and on the type of security provided for the bond. It is
possible that other measures affecting the taxing or spending authority of
California or its political subdivisions may be approved or enacted in the
future.

For a more detailed discussion of the State of California economic factors,
see the Statement of Additional Information.

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

Investment restrictions listed below are among the restrictions which have
been adopted by the Trust as fundamental policies. Under the Act, a fundamental
policy may not be changed without the vote of a majority of the outstanding
voting securities of the Trust, as defined in the Act.

For purposes of the following restrictions: (a) an "issuer" of a security is
the entity whose assets and revenues are committed to the payment of interest
and principal on that particular security, provided that the guarantee of a
security will be considered a separate security; (b) a "taxable security" is any
security the interest on which is subject to federal income tax; and (c) all
percentage limitations apply immediately after a purchase or initial investment,
and any subsequent change in any applicable percentage resulting from market
fluctuations does not require elimination of any security from the portfolio.

The Trust may not:

1. With respect to 75% of its total assets, purchase securities of any
issuer if, immediately thereafter, more than 5% (10% where the security is
the guarantee of a security) of the value of its total assets are in the
securities of any one issuer (other than obligations issued, or guaranteed
by, the United States Government, its agencies or instrumentalities or by
the State of California or its political subdivisions).

2. With respect to 75% of its total assets, purchase more than 10% of
all outstanding taxable debt securities of any one issuer (other than debt
securities issued, or guaranteed as to principal and interest by, the United
States Government, its agencies or instrumentalities).

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

9
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>
any one industry (industrial development and pollution control bonds are
grouped into industries based upon the business in which the issuers of such
obligations are engaged). This restriction does not apply to obligations
issued or guaranteed by the United States Government, its agencies or
instrumentalities or by the State of California or its political
subdivisions, or to domestic bank obligations (including domestic branches
of foreign banks).

The Trust will comply with any investment policies necessitated by rules
governing the pricing of shares of money market funds (see "How Net Asset Value
is Determined" below), even though an investment restriction of the Trust is
less restrictive than the related policy.

10
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
<PAGE>

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
FINANCIAL STATEMENTS

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

STATEMENT OF ASSETS AND LIABILITIES

JUNE 30, 1994

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

<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value
(amortized cost $314,834,156) (Note
1)..................................... $ 314,834,156
Cash.................................... 12,964,989
Interest receivable..................... 1,417,775
Deferred organizational expenses (Note
1)..................................... 22,039
Prepaid expenses........................ 9,109
-------------
TOTAL ASSETS...................... 329,248,068
-------------
LIABILITIES:
Payable for:
Investments purchased................. 40,518,412
Shares of beneficial interest
repurchased.......................... 20
Investment management fee (Note 2).... 118,278
Plan of distribution fee (Note 3)..... 23,656
Accrued expenses (Note 4)............... 81,758
-------------
TOTAL LIABILITIES................. 40,742,124
-------------
NET ASSETS:
Paid-in-capital......................... 288,522,781
Accumulated net realized loss on
investments............................ (16,957)
Accumulated undistributed net investment
income................................. 120
-------------
NET ASSETS........................ $ 288,505,944
-------------
-------------
NET ASSET VALUE PER SHARE, 288,522,781
shares outstanding (unlimited shares
authorized of $.01 par value).......... $1.00
</TABLE>

__STATEMENT OF OPERATIONS
__FOR THE YEAR ENDED JUNE 30, 1994

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

<TABLE>
<S> <C>
INVESTMENT INCOME:
INTEREST INCOME......................... $ 6,518,565
-------------
EXPENSES
Investment management fee (Note 2).... 1,328,271
Plan of distribution fee (Note 3)..... 261,619
Transfer agent fees and expenses...... 62,069
Professional fees..................... 55,514
Registration fees..................... 35,284
Shareholder reports and notices....... 26,469
Trustees' fees and expenses (Note
4)................................... 26,082
Organizational expenses (Note 1)...... 10,364
Other................................. 5,217
-------------
TOTAL EXPENSES.................... 1,810,889
-------------
NET INVESTMENT INCOME........... 4,707,676
-------------

NET REALIZED LOSS ON INVESTMENTS (Note
1)..................................... (900)
-------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS...... $ 4,706,776
-------------
-------------
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
INCREASE (DECREASE) IN NET ASSETS: JUNE 30, 1994 JUNE 30, 1993
------------- -------------
<S> <C> <C>
Operations:
Net investment income............... $ 4,707,676 $ 3,293,182
Net realized loss on investments.... (900) (16,057)
------------- -------------
Net increase in net assets
resulting from operations......... 4,706,776 3,277,125
Dividends to shareholders from net
investment income.................... (4,707,587) (3,293,161)
Net increase from transactions in
shares of beneficial interest (Note
5)................................... 86,358,020 31,800,872
------------- -------------
Total increase.................... 86,357,209 31,784,836
NET ASSETS:
Beginning of period................... 202,148,735 170,363,899
------------- -------------
END OF PERIOD (including undistributed
net investment income of $120 and
$31, respectively)................... $288,505,944 $202,148,735
------------- -------------
------------- -------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

<PAGE>

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
NOTES TO FINANCIAL STATEMENTS

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

1. ORGANIZATION AND ACCOUNTING POLICIES -- Active Assets California Tax-Free
Trust (the "Trust") is registered under the Investment Company Act of 1940, as
amended (the "Act"), as a diversified, open-end management investment company.
The Trust was organized as a Massachusetts business trust on July 10, 1991 and
commenced operations on November 12, 1991.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS -- Portfolio securities are valued at amortized
cost, which approximates market value.

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 Trust amortizes any premiums and original issue
discounts and accrues interest daily on securities owned. Realized gains and
losses on security transactions are determined on the identified cost method.

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

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and
distributions to shareholders are recorded by the Trust as of the close of
the Trust's business day.

E. ORGANIZATIONAL EXPENSES -- The Trust's Investment Manager paid
organizational expenses of the Trust in the amount of approximately $46,500.
The Trust reimbursed the Investment Manager for these costs which are being
amortized by the Trust on a straight-line basis over a period not to exceed
five years from the commencement of operations.

2. INVESTMENT MANAGEMENT AGREEMENT -- Pursuant to an Investment Management
Agreement with Dean Witter InterCapital Inc. (the "Investment Manager"), the
Trust pays its Investment Manager a management fee, calculated daily and payable
monthly, by applying the following annual rates to the net assets of the Trust
determined as of the close of each business day: 0.50% of the portion of the
daily net assets not exceeding $500 million; 0.425% of the portion of the daily
net assets exceeding $500 million but not exceeding $750 million; 0.375% of the
portion of the daily net assets exceeding $750 million but not exceeding $1
billion; 0.35% of the portion of the daily net assets exceeding $1 billion but
not exceeding $1.5 billion; 0.325% of the portion of the daily net assets
exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the
daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.275% of
the portion of the daily net assets exceeding $2.5 billion but not exceeding $3
billion; and 0.25% of the portion of the daily net assets exceeding $3 billion.

3. PLAN OF DISTRIBUTION -- Shares of beneficial interest of the Trust are
distributed by Dean Witter Distributors Inc. (the "Distributor"), an affiliate
of the Investment Manager. The Trust has entered into 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 Trust.

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

<PAGE>

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

Under the Plan the Distributor bears the expense of all promotional and
distribution related activities on behalf of the Trust, 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 shares; (3) expenses
incurred in connection with promoting sales of 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.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The cost of
purchases and the proceeds from sales/maturities of portfolio securities for the
year ended June 30, 1994 aggregated $623,042,920 and $536,503,769, respectively.

Effective January 1, 1994, the Trust adopted an unfunded noncontributory
defined benefit pension plan covering all independent Trustees of the Trust who
will have served as an independent Trustee for at least five years at the time
of retirement. Benefits under this plan are based on years of service and
compensation during the last five years of service. Aggregate pension cost for
the year ended June 30, 1994 included in Trustees' fees and expenses in the
Statement of Operations, amounted to $5,950. At June 30, 1994, the Trust had an
accrued pension liability of $5,859 which is included in accrued expenses in the
Statement of Assets and Liabilities.

5. SHARES OF BENEFICIAL INTEREST -- Transactions in shares of beneficial
interest, at $1.00 per share, were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
JUNE 30, 1994 JUNE 30, 1993
---------------- ----------------
<S> <C> <C>
Shares sold............................. 1,106,266,195 683,300,787
Shares issued in reinvestment of
dividends.............................. 4,707,587 3,293,161
---------------- ----------------
1,110,973,782 686,593,948
Shares repurchased...................... (1,024,615,762) (654,793,076)
---------------- ----------------
Net increase............................ 86,358,020 31,800,872
---------------- ----------------
---------------- ----------------
</TABLE>

6. FEDERAL INCOME TAX STATUS -- At June 30, 1994 the Trust had a net capital
loss carryover of approximately $16,000 available through June 30, 2002 which
may be used to offset future capital gains to the extent provided by
regulations. Capital losses incurred after October 31 within the taxable year
are deemed to arise on the first business day of the Trust's next taxable year.
The Trust incurred and will elect to defer such net capital losses of
approximately $900 during fiscal 1994.

7. SELECTED RATIOS AND PER SHARE DATA -- See the "Financial Highlights" table
on page 3 of this Prospectus.

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

<PAGE>
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN CALIFORNIA TAX-EXEMPT SHORT-TERM CURRENT
THOUSANDS) VARIABLE RATE MUNICIPAL YIELD VALUE
- ------------ --------- -------------
<C> <S> <C> <C>
OBLIGATIONS* (68.1%)
CALIFORNIA
$ 4,140 Association of Bay Area Governments,
Pooled Ser 1987, 2.60% due 7/7/94...... 2.60% $ 4,140,000
4,000 Big Bear Lake, Southwest Gas Corp 1993
Series A (AMT), 2.25% due 7/6/94....... 2.25 4,000,000
13,000 California Alternative Energy Finance
Authority, GE Capital Corp Arroyo
Energy Ser 1993 B (AMT), 2.20% due
7/6/94................................. 2.20 13,000,000
6,000 California Health Facilities Financing
Authority,
Adventist Health System West Sutter
Health Ser A, 2.20% due 7/7/94......... 2.20 6,000,000
2,900 Catholic HealthCare West 1988 Ser A
(MBIA Insured), 2.35% due 7/6/94....... 2.35 2,900,000
3,800 Childrens Hospital of Orange County Ser
1991 (MBIA Insured),
2.15% due 7/7/94....................... 2.15 3,800,000
7,000 Health Dimensions Inc Ser 1987 A, 2.35%
due 8/1/94............................. 2.35 7,000,000
5,460 Huntington Memorial Hospital Ser 1985,
2.20% due 7/6/94....................... 2.20 5,460,000
2,800 Pooled Loan Ser 1987 A (MBIA Insured),
2.55% due 7/7/94....................... 2.55 2,800,000
3,000 St Francis Memorial Hospital Ser 1993 B,
3.50% due 7/1/94....................... 3.50 3,000,000
7,000 St Joseph Health System Ser 1991 B,
2.75% due 7/1/94....................... 2.75 7,000,000
3,535 California Pollution Control Financing
Authority,
Chevron USA Ser B 1984, 3.70% due
12/15/94............................... 3.70 3,535,000
1,750 Noranda-Grey Eagle Mines Inc Ser 1984 B,
2.45% due 7/6/94....................... 2.45 1,750,000
5,000 North County Recycling Center 1991
Series B, 2.50% due 7/6/94............. 2.50 5,000,000
5,000 Stanislaus Inc Ser 1987 (AMT), 3.00% due
7/1/94................................. 3.00 5,000,000
14,000 California Public Capital Improvements
Financing Authority, Pooled Ser 1988 C,
3.15% due 9/15/94...................... 3.15 14,000,000
8,000 Contra Costa County, Multi-family The
Park Regency Ser 1992 A (AMT),
2.30% due 7/6/94....................... 2.30 8,000,000
4,600 Contra Costa Transportation Authority,
Sales Tax 1993 Ser A (FGIC Insured),
2.55% due 7/6/94....................... 2.55 4,600,000
11,700 Daly City Housing Development Finance
Agency, Serramonte-Del Ray Multi-family
Ser 1985 A, 2.30% due 7/7/94........... 2.30 11,700,000
5,000 Irvine, The Irvine Co Multi-family Ser
1983 A, 2.65% due 7/5/94............... 2.65 5,000,000
3,800 Kern County, Public Facilities Ser 1986
C COPs, 2.25% due 7/6/94............... 2.25 3,800,000
6,000 Long Beach, Memorial Health Services
Semiannual Ser 1984 C, 2.20% due
7/6/94................................. 2.20 6,000,000
2,900 Los Angeles, Multi-family 1985 Ser K,
2.40% due 7/5/94....................... 2.40 2,900,000
10,500 Los Angeles County Metropolitian
Transportation Authority, Prop C Sales
Tax Refg Ser 1993 A (MBIA Insured),
2.40% due 7/7/94....................... 2.40 10,500,000
5,000 Newport Beach, Hoag Memorial
Hospital/Presbyterian 1992 Ser A,
3.45% due 7/1/94....................... 3.45 5,000,000
4,600 Ontario Redevelopment Agency, Daisy XX
Assoc Ltd Ser 1984, 2.25% due 7/7/94... 2.25 4,600,000
2,000 Orange County, Niguel Summit II Apts
Issue U of 1985, 2.60% due 7/5/94...... 2.60 2,000,000
5,000 Orange County Sanitation Districts, Ser
1993 COPs (AMBAC Insured),
3.00% due 7/1/94....................... 3.00 5,000,000
3,900 Redlands, Orange Village Apts 1988 Ser A
(AMT), 2.55% due 7/6/94................ 2.55 3,900,000
6,200 Sacramento County, Administration Center
& Courthouse Ser 1990 COPs,
2.10% due 7/7/94....................... 2.10 6,200,000
6,000 San Diego County Regional Transportation
Commission, Sales Tax 1992 Ser A (FGIC
Insured), 2.50% due 7/6/94............. 2.50 6,000,000
5,000 San Francisco Redevelopment Agency,
Bayside Village Multi-family 1985 Issue
D Ser A, 2.525% due 7/7/94............. 2.525 5,000,000
2,000 San Jose, Kimberly Woods Apts Issue of
1984, 2.25% due 7/7/94................. 2.25 2,000,000
1,300 Santa Ana, Town & Country Manor Ser
1990, 3.00% due 7/1/94................. 3.00 1,300,000
7,200 Southern California Public Power
Authority, Transmission 1991 Refg Ser
(AMBAC Insured), 2.10% due 7/6/94...... 2.10 7,200,000
4,415 Turlock, Irrigation District Ser 1988 A,
2.20% due 7/6/94....................... 2.20 4,415,000
PUERTO RICO
2,000 Puerto Rico Government Development Bank,
Refg Ser 1985, 2.25% due 7/6/94........ 2.25 2,000,000
1,000 Puerto Rico Highway & Transportation
Authority, Ser X, 2.40% due 7/6/94..... 2.40 1,000,000
-------------
TOTAL CALIFORNIA TAX-EXEMPT SHORT-TERM
VARIABLE RATE MUNICIPAL OBLIGATIONS
(AMORTIZED COST $196,500,000) 196,500,000
-------------
</TABLE>

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

<PAGE>
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994 (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YIELD TO
MATURITY
PRINCIPAL ON
AMOUNT (IN DATE OF
THOUSANDS) PURCHASE VALUE
- ------------ --------- -------------
<C> <S> <C> <C>
CALIFORNIA TAX-EXEMPT COMMERCIAL PAPER
(25.3%)
$ 2,500 California Pollution Control Financing
Authority,
Pacific Gas & Electric Co Ser B 1988,
3.00% due 8/12/94...................... 3.00% $ 2,500,000
6,000 Pacific Gas & Electric Co Ser E 1988,
3.20% due 9/14/94...................... 3.20 6,000,000
5,000 Thermal Energy Dev Partnership Ser A
(AMT), 3.25% due 8/4/94................ 3.25 5,000,000
5,000 Chula Vista, San Diego Gas & Electric Co
Ser 1992 C (AMT), 3.10% due 8/16/94.... 3.10 5,000,000
2,500 Delmar Race Track Authority, Ser 1993
BANs, 2.65% due 8/10/94................ 2.65 2,500,000
4,000 East Bay Municipal Utility District,
Water, 2.45% due 8/11/94............... 2.45 4,000,000
Irvine Assessment District # 85-7,
3,000 2.80% due 7/21/94....................... 2.80 3,000,000
2,000 2.45% due 8/18/94....................... 2.45 2,000,000
6,000 Long Beach Harbor Department, Ser A
(AMT), 2.75% due 9/12/94............... 2.75 6,000,000
Los Angeles Department of Water & Power,
Electric
3,900 3.15% due 8/17/94....................... 3.15 3,900,000
5,000 2.65% due 9/8/94........................ 2.65 5,000,000
6,900 3.25% due 9/20/94....................... 3.25 6,900,000
Los Angeles Wastewater Sys
6,400 2.65% due 8/15/94....................... 2.65 6,400,000
4,700 3.15% due 8/23/94....................... 3.15 4,700,000
Sacramento Municipal Utility District,
Ser H,
4,000 2.70% due 7/27/94....................... 2.70 4,000,000
6,194 3.30% due 10/21/94...................... 3.30 6,194,000
-------------
TOTAL CALIFORNIA TAX-EXEMPT COMMERCIAL
PAPER
(AMORTIZED COST $73,094,000).......... 73,094,000
-------------
CALIFORNIA TAX-EXEMPT SHORT-TERM
MUNICIPAL NOTES (15.7%)
5,000 Alameda County, 1993-1994 TRANs, dtd
7/8/93 3.25% due 7/29/94............... 2.75 5,001,864
California School Cash Reserve Program
Authority,
7,000 1993 Pool Ser A, dtd 7/2/93 3.40% due
7/5/94................................. 2.90 7,000,372
5,000 1994 Contingency Ser A, dtd 7/5/94 4.50%
due 6/28/95 (a)........................ 3.85 5,030,700
8,000 1994 Pool Ser A, dtd 7/5/94 4.50% due
7/5/95 (a)............................. 3.75 8,057,760
9,000 California Statewide Communities
Development Authority, 1994 Ser A
TRANs, dtd 7/6/94 4.50% due 7/17/95
(a).................................... 3.65 9,075,960
5,000 Los Angeles County Local Educational
Agencies, Pooled 1994-95 Ser A TRANs,
dtd 7/7/94 4.50% due 7/6/95 (a)........ 3.75 5,036,000
6,000 Riverside County,1994-95 TRANs, dtd
7/1/94 4.25% due 6/30/95 (a)........... 3.60 6,037,500
-------------
TOTAL CALIFORNIA TAX-EXEMPT SHORT-TERM
MUNICIPAL NOTES
(AMORTIZED COST $45,240,156).......... 45,240,156
-------------
</TABLE>

<TABLE>
<C> <S> <C> <C>
TOTAL INVESTMENTS (AMORTIZED COST
$314,834,156) (B)..................... 109.1% 314,834,156
LIABILITIES IN EXCESS OF CASH AND OTHER
ASSETS................................ (9.1) (26,328,212)
----- -------------
NET ASSETS.............................. 100.0% $ 288,505,944
----- -------------
----- -------------
<FN>
- ---------------
AMT - ALTERNATIVE MINIMUM TAX.
COPS - CERTIFICATE OF PARTICIPATION.
TRANS - TAX AND REVENUE ANTICIPATION NOTES.
* DUE DATE REFLECTS NEXT RATE CHANGE.
(A) WHEN ISSUED SECURITY.
(B) COST IS THE SAME FOR FEDERAL INCOME TAX PURPOSES.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

____________________________1994 FEDERAL TAX NOTICE (UNAUDITED)
During the year ended June 30, 1994, the Trust paid to shareholders $0.017624
per share from net investment income. All of the Trust's dividends were exempt
interest dividends, excludable from gross income for Federal income tax
purposes.

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

<PAGE>
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Trustees of Active Assets California Tax-Free 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 (which appear under the
heading "Financial Highlights" on page 3 of this Prospectus) present fairly, in
all material respects, the financial position of Active Assets California
Tax-Free Trust (the "Trust") at June 30, 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 November 12, 1991 (commencement of
operations) through June 30, 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
Trust's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities owned at June 30, 1994 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
August 4, 1994

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 - (212) 392-5000

Active Assets Government Securities Trust (the "Government Securities Trust"
or the "Trust") is a no-load, diversified open-end management investment
company. The Trust is authorized to reimburse Dean Witter Distributors Inc. for
specific expenses incurred in promoting the distribution of the Trust's shares
pursuant to a Plan of Distribution pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act"). Reimbursement may in no event
exceed an amount equal to payments at the annual rate of 0.15% of the average
daily net assets of the Trust.

The investment objectives of the Trust are high current income, preservation
of capital and liquidity. The Trust will seek to achieve these objectives by
investing in a diversified portfolio of short-term money market instruments
issued or guaranteed by the United States Government or its agencies or
instrumentalities.

AN INVESTMENT IN THE TRUST IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE TRUST WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Highlights/2 How Net Asset Value is Determined/A-4
Summary of Trust Expenses/3 Confirmations/A-5
Financial Highlights/3 The Trusts and Their Management/A-5
Investment Objectives and Policies/4 Plan of Distribution/A-6
Financial Statements/6 Dividends, Distributions and Taxes/A-6
Report of Independent Accountants/10 General Information/A-9
Purchase and Redemption of Shares/A-1 Voting Rights/A-9
Purchase of Shares/A-1 Custodian/A-10
Purchase of Shares by Non-Participants in Shareholder Inquiries/A-10
Active Assets Program/A-2
Redemption of Shares/A-3
Redemption of Shares by Non-Participants in
Active Assets Program/A-4
</TABLE>

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.
------------------------

THE DATE OF THIS PROSPECTUS IS AUGUST 22, 1994.
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

<PAGE>
HIGHLIGHTS

<TABLE>
<S> <C>
THE A no-load, open-end diversified management investment company investing principally in
TRUST short-term money market instruments issued or guaranteed by the United States Government
or its agencies or instrumentalities. The Trust is authorized to reimburse Dean Witter
Distributors Inc. for specific expenses incurred in promoting the distribution of the
Trust's shares pursuant to a Plan of Distribution pursuant to Rule 12b-1 under the Act.
(see page A-6). The Trust is organized as an unincorporated business trust under the
laws of Massachusetts. (see page A-5).
- ----------------------------------------------------------------------------------------------------------
SHARES The shares of the Government Securities Trust are offered to participants in the Active
OFFERED Assets program of Dean Witter and to non-participants who wish to invest directly in
shares of the Trust (See page A-2). The primary components of the Active Assets program
are the Securities Account, which is linked to the Active Assets Insured Account, the
Active Assets Money Trust, the Active Assets Tax-Free Trust, the Active Assets
California Tax-Free Trust or the Government Securities Trust, and to the Visa Account.
See the Dean Witter Client Agreement for further information.
- ----------------------------------------------------------------------------------------------------------
PURCHASE Pursuant to the Dean Witter Client Agreement between Dean Witter and the customer, free
OF SHARES credit cash balances in an Active Assets account will automatically be invested in
shares of the Government Securities Trust daily at their net asset value without any
sales charge. Dean Witter Distributors Inc. is the Distributor of shares of the Trust.
Investments in shares are made under the circumstances described under "Purchase and
Redemption of Shares" (see page A-1). Non-participants in the Active Assets program
should refer to the discussion appearing at page A-2.
- ----------------------------------------------------------------------------------------------------------
INVESTMENT High current income, preservation of capital and liquidity (see page 4). There can be no
OBJECTIVES assurance that the Trust's investment objectives will be achieved.
- ----------------------------------------------------------------------------------------------------------
INVESTMENT A diversified portfolio of short-term money market instruments issued or guaranteed by
POLICY the United States Government or its agencies or instrumentalities (see page 4).
- ----------------------------------------------------------------------------------------------------------
INVESTMENT Dean Witter InterCapital Inc., the Investment Manager of the Trust, and its wholly-owned
MANAGER subsidiary, Dean Witter Services Company, Inc., serve in various investment management,
advisory, management and administrative capacities to eighty-six investment companies
and other portfolios with assets under management of approximately $69.4 billion at June
30, 1994 (see page A-5).
- ----------------------------------------------------------------------------------------------------------
MANAGEMENT Monthly fee at an annual rate of 1/2 of 1% of average daily net assets, scaled down on
FEE assets over $500 million (see page A-5).
- ----------------------------------------------------------------------------------------------------------
DIVIDENDS Automatically reinvested daily in additional shares at net asset value (see page A-6).
- ----------------------------------------------------------------------------------------------------------
REPORTS Individual monthly account statements from Dean Witter on the Dean Witter Transaction
Statement; annual and semi-annual Trust financial statements.
- ----------------------------------------------------------------------------------------------------------
REDEMPTION For participants in the Active Assets program, shares of the Government Securities Trust
OF SHARES will be redeemed at net asset value automatically to satisfy debit balances in the
securities account created by activity therein or to satisfy amounts owing in the Visa
Account resulting from Visa card purchases, cash advances or checks written against the
Visa Account. Non-participants in the Active Assets program should refer to the
discussion appearing at page A-4. It is anticipated that the net asset value will remain
constant at $1.00 per share. Dean Witter has the right to terminate a shareholder's
Active Assets service, in which event all Trust shares held in a shareholder's account
will be involuntarily redeemed. The Trust also reserves the right to reduce the number
of shares in all accounts if the Trustees determine that this is necessary to maintain
the constant $1.00 per share net asset value. See "Purchase and Redemption of Shares"
(page A-1).
- ----------------------------------------------------------------------------------------------------------
RISKS The Trust invests principally in high quality, short-term securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities which are subject
to minimal risk of loss of income and principal. However, the investor is directed to
the discussion under the captions "Investment Objectives and Policies" (page 4),
"Repurchase Agreements" (page 5), and "When-Issued and Delayed Delivery Securities"
(page 5) concerning the risks associated with such portfolio securities and management
strategies.
- ----------------------------------------------------------------------------------------------------------
THE SUMMARY INFORMATION ABOVE SHOULD BE READ IN CONJUNCTION WITH THE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE APPENDIX HERETO, IN THE DEAN WITTER CLIENT AGREEMENT AND IN THE
TRUST'S STATEMENT OF ADDITIONAL INFORMATION, INCLUDING THE APPENDIX THERETO.
</TABLE>

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------

The following table illustrates all expenses and fees that a shareholder of
the Trust will incur. The expenses and fees set forth in the table are for the
fiscal year ended June 30, 1994.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
- ----------------------------------------
<S> <C>
Maximum Sales Charge Imposed on
Purchases.............................. None
Maximum Sales Charge Imposed on
Reinvested Dividends................... None
Deferred Sales Charge................... None
Redemption Fees......................... None
Exchange Fee............................ None

<CAPTION>
ANNUAL TRUST OPERATING EXPENSES (AS A
PERCENTAGE OF AVERAGE NET ASSETS)
- ----------------------------------------
<S> <C>
Management Fees......................... 0.50%
12b-1 Fees.............................. 0.10%
Other Expenses.......................... 0.06%
-------
Total Trust Operating Expenses.......... 0.66%
-------
-------
</TABLE>

<TABLE>
<CAPTION>
10
EXAMPLE 1 YEAR 3 YEARS 5 YEARS YEARS
- ---------------------------------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment,
assuming (1) 5% annual return and (2)
redemption at the end
of each time period:................... $ 7 $21 $37 $82
</TABLE>

The above example should not be considered a representation of past or
future expenses or performance. Actual expenses of the Trust may be greater or
less than those shown.

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30,
---------------------------------------------------------------------
1994 1993 1992 1991 1990 1989
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- --------- --------- --------- ---------
Net investment income................. 0.027 0.027 0.043 0.065 0.077 0.079
Less dividends from net investment
income............................... (0.027) (0.027) (0.043) (0.065) (0.077) (0.079)
--------- --------- --------- --------- --------- ---------
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
TOTAL INVESTMENT RETURN................. 2.76% 2.71% 4.37% 6.72% 8.03% 8.20%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands)........................... $ 471,501 $ 508,582 $ 533,438 $ 597,098 $ 300,213 $ 243,631
Ratio of expenses to average net
assets............................... 0.66% 0.66% 0.68% 0.70% 0.68% 0.70%
Ratio of net investment income to
average net assets................... 2.72% 2.68% 4.28% 6.39% 7.74% 7.94%

1988 1987 1986 1985
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- --------- ---------
Net investment income................. 0.062 0.055 0.069 0.089
Less dividends from net investment
income............................... (0.062) (0.055) (0.069) (0.089)
--------- --------- --------- ---------
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- --------- ---------
--------- --------- --------- ---------
TOTAL INVESTMENT RETURN................. 6.41% 5.62% 7.10% 9.22%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands)........................... $ 236,449 $ 177,053 $ 181,731 $ 159,906
Ratio of expenses to average net
assets............................... 0.68% 0.70% 0.71% 0.76%
Ratio of net investment income to
average net assets................... 6.22% 5.47% 6.85% 8.80%
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

THE INVESTMENT OBJECTIVES OF THE TRUST ARE HIGH CURRENT INCOME, PRESERVATION
OF CAPITAL AND LIQUIDITY.

The Trust seeks to achieve its objectives by investing in U.S. Government
securities, including a variety of securities which are issued or guaranteed by
the United States Treasury, by various agencies of the United States Government,
and by various instrumentalities which have been established or sponsored by the
United States Government, and certain interests in the foregoing securities.
Except for U.S. Treasury securities, these obligations, even those which are
guaranteed by Federal agencies or instrumentalities, may or may not be backed by
the "full faith and credit" of the United States. In the case of securities not
backed by the full faith and credit of the United States, they may be backed, in
part, by a line of credit with the U.S. Treasury (such as the Federal National
Mortgage Association), or the Trust must look to the agency issuing or
guaranteeing the obligation for ultimate repayment (such as securities of the
Federal Farm Credit System) in which case the Trust may not be able to assert a
claim against the United States itself in the event the agency or
instrumentality does not meet its commitments.

Treasury securities include Treasury bills, Treasury coupons, Treasury
notes, and Treasury bonds (including zero coupon bonds). Some of the Government
agencies and instrumentalities which issue or guarantee securities include the
Federal Farm Credit System, the Federal Home Loan Banks, the Federal Home Loan
Mortgage Corporation, the Government National Mortgage Association, the Federal
National Mortgage Association, the Farmers Home Administration, the Federal Land
Banks, the Small Business Administration, the Export-Import Bank, the Federal
Intermediate Credit Banks and the Banks for Cooperatives.

The Trust may invest in securities issued or guaranteed by any agency or
instrumentality established or sponsored by the United States Government. Such
investments may take the form of participation interests in, and may be
evidenced by deposit or safekeeping receipts for, any of the foregoing.
Participation interests are pro rata interests in U.S. Government securities
held by others such as interests in pools of mortgages sold by the Government
National Mortgage Association; instruments evidencing deposit or safekeeping are
documentary receipts for such original securities held in custody by others.

The Federal Deposit Insurance Corporation is the administrative authority
over the Bank Insurance Fund and the Savings Insurance Fund which are the
agencies of the U.S. Government which insure (including both principal and
interest) the deposits of certain banks and savings and loan associations up to
$100,000 per deposit. Current federal regulations also permit such institutions
to issue insured negotiable certificates of deposit ("CDs") in principal amounts
of $100,000 or more without regard to the interest rate ceilings on other
deposits. To remain fully insured as to principal, these investments must
currently be limited to $100,000 per bank or savings and loan association. The
interest on such investments is not insured. The Trust may invest in such CDs of
banks and savings and loan institutions having total assets of less than
$1,000,000,000, limited to the insured amount of principal ($100,000) in each
case and limited with regard to all such CDs and all illiquid assets, in the
aggregate, to 10% of the Trust's total assets.

The Trust intends normally to hold its portfolio securities to maturity.
Historically, securities issued or guaranteed by the U.S. Government or its
agencies and instrumentalities have involved minimal risk of loss of principal
or interest, if held to maturity.

The Trust may not 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,
including reverse repurchase agreements, may not exceed 20%, and borrowing for
purposes other than meeting redemptions may not exceed 5% of the value of the
Trust's total assets (including the amount borrowed), less liabilities (not
including

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
the amount borrowed) at the time the borrowing is made.

The investment objectives and policies stated above may not be changed
without shareholder approval. There is no assurance that the Trust's objectives
will be achieved.

PORTFOLIO MANAGEMENT

REPURCHASE AGREEMENTS. The Trust may enter into repurchase agreements,
which may be viewed as a type of secured lending by the Trust, and which
typically involve the acquisition by the Trust of government securities from a
selling financial institution such as a bank, savings and loan association or
broker-dealer. The agreement provides that the Trust will sell back to the
institution, and that the institution will repurchase, the underlying security
("collateral") at a specified price and at a fixed time in the future. The Trust
will accrue interest from the institution until the time when the repurchase is
to occur. Although such date is deemed by the Trust to be the maturity date of a
repurchase agreement, the maturities of securities subject to repurchase
agreements are not subject to any limits and may exceed thirteen months. While
repurchase agreements involve certain risks not associated with direct
investments in U.S. Government securities, the Trust follows procedures designed
to minimize such risks. These procedures include effecting repurchase
transactions only with large, well capitalized and well established financial
institutions and specifying the required value of the collateral underlying the
agreement.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Trust may purchase
securities on a when-issued or delayed delivery basis; i.e., delivery and
payment can take place a month or more after the date of the transaction. When
such transactions are negotiated, the price is fixed at the time of commitment,
but delivery and payment can take place between one month and 120 days after the
date of the commitment. These securities are subject to market fluctuation and
no interest accrues to the purchaser during this period. At the time the Trust
makes the commitment to purchase securities on a when-issued or delayed delivery
basis, it will record the transaction and thereafter reflect the value, each
day, of such security in determining its net
asset value.

All the foregoing strategies may subject the Trust to the effects of
interest rate fluctuations to a greater extent than would occur if such
strategies were not used. While such strategies listed above may be used by the
Trust if, in the opinion of the Investment Manager, they will be advantageous to
the Trust, the Trust will be free to reduce or eliminate its activity in any of
these areas without changing its fundamental investment policies. Certain
provisions of the Internal Revenue Code, related regulations, and rulings of the
Internal Revenue Service may also have the effect of reducing the extent to
which the previously cited techniques may be used by the Trust, either
individually or in combination. Furthermore, there is no assurance that any of
these strategies or any other strategies and methods available to the Trust will
result in the achievement of its objectives.

The Trust will invest in securities of varying maturities and risks,
although it will not invest in securities with an effective maturity of more
than one year. The Trust will generally not seek profits through short-term
trading, although it may dispose of any portfolio security prior to maturity if,
on the basis of a revised evaluation or other circumstance or consideration, the
Investment Manager deems such disposition advisable.

The Trust is expected to have a high portfolio turnover due to the short
maturities of securities purchased, but this should not affect income or net
asset value as brokerage commissions are not normally charged on the purchase or
sale of money market instruments such as U.S. Government obligations.

BROKERAGE ALLOCATION. Brokerage commissions are not normally charged on the
purchase or sale of money market instruments such as U.S. Government
obligations, but such transactions may involve transaction costs in the form of
spreads between bid and asked prices. Pursuant to an order of the Securities and
Exchange Commission, the Trust may effect principal transactions in certain
money market instruments with Dean Witter. In addition, the Trust may incur
brokerage commissions on transactions conducted through Dean Witter.

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
FINANCIAL STATEMENTS

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

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1994

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

<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Investments in securities, at value
(amortized cost $471,776,079) (Note
1).................................... $ 471,776,079
Cash.................................... 767
Interest receivable..................... 612
Prepaid expenses........................ 63,591
-------------
TOTAL ASSETS...................... 471,841,049
-------------
LIABILITIES:
Payable for:
Shares of beneficial interest
repurchased.......................... 100
Investment management fee (Note 2).... 205,952
Plan of distribution fee (Note 3)..... 41,259
Accrued expenses (Note 4)............... 93,134
-------------
TOTAL LIABILITIES................. 340,445
-------------
NET ASSETS:
Paid-in-capital......................... 471,500,030
Accumulated undistributed net investment
income................................ 574
-------------
NET ASSETS........................ $ 471,500,604
-------------
-------------
NET ASSET VALUE PER SHARE, 471,500,030 $1.00
shares outstanding (unlimited shares -------------
authorized of $.01 par value)......... -------------
</TABLE>

STATEMENT OF OPERATIONS
__FOR THE YEAR ENDED JUNE 30, 1994

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

<TABLE>
<S> <C>
INVESTMENT INCOME:
INTEREST INCOME........................ $ 17,616,308
------------
EXPENSES
Investment management fee (Note 2).... 2,594,882
Plan of distribution fee (Note 3)..... 515,023
Registration fees..................... 100,186
Transfer agent fees and expenses...... 84,378
Professional fees..................... 32,832
Trustees' fees and expenses (Note
4)................................... 31,760
Custodian fees........................ 29,494
Shareholder reports and notices....... 29,474
Other................................. 7,773
------------
TOTAL EXPENSES.................... 3,425,802
------------
NET INVESTMENT INCOME AND NET
INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS..................... $ 14,190,506
------------
------------
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
JUNE 30, 1994 JUNE 30, 1993
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income and net
increase in net assets resulting
from operations.................... $ 14,190,506 $ 14,662,140
Dividends to shareholders from net
investment income.................... (14,190,247) (14,661,925)
Net decrease from transactions in
shares of beneficial interest (Note
5)................................... (37,081,813) (24,855,698)
------------- -------------
Total decrease.................... (37,081,554) (24,855,483)
NET ASSETS:
Beginning of period................... 508,582,158 533,437,641
------------- -------------
END OF PERIOD (including undistributed
net investment income of $574 and
$315, respectively).................. $471,500,604 $508,582,158
------------- -------------
------------- -------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

<PAGE>

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
NOTES TO FINANCIAL STATEMENTS

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

1. ORGANIZATION AND ACCOUNTING POLICIES--Active Assets Government Securities
Trust (the "Trust") is registered under the Investment Company Act of 1940, as
amended (the "Act"), as a diversified, open-end management investment company.
It was organized as a Massachusetts business trust on March 30, 1981 and
commenced operations on July 7, 1981.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS--Portfolio securities are valued at amortized
cost, which approximates market value.

D. DIVIDENDS TO SHAREHOLDERS--Dividends to shareholders are recorded by the
Trust as of the close of the Trust's business day.

E. REPURCHASE AGREEMENTS--The Trust's custodian takes possession on behalf
of the Trust of the collateral pledged for investments in repurchase
agreements. It is the policy of the Trust to value the underlying collateral
daily on a mark-to-market basis to determine that the value, including
accrued interest, is at least equal to the repurchase price plus accrued
interest. In the event of default of the obligation to repurchase, the Trust
has the right to liquidate the collateral and apply the proceeds in
satisfaction of the obligation.

2. INVESTMENT MANAGEMENT AGREEMENT--Pursuant to an Investment Management
Agreement with Dean Witter InterCapital Inc. (the "Investment Manager"), the
Trust pays its Investment Manager a management fee, calculated daily and payable
monthly, by applying the following annual rates to the net assets of the Trust
determined as of the close of the Trust's business day: 0.50% of the portion of
the daily net assets not exceeding $500 million; 0.425% of the portion of the
daily net assets exceeding $500 million but not exceeding $750 million; 0.375%
of the portion of the daily net assets exceeding $750 million but not exceeding
$1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets
exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the
daily net assets exceeding $2 billion but not exceeding $2.5 billion; and 0.275%
of the portion of the daily net assets exceeding $2.5 billion but not exceeding
$3 billion; and 0.25% of the portion of the daily net assets exceeding $3
billion.

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
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 Trust.

5. SHARES OF BENEFICIAL INTEREST--Transactions in shares of beneficial
interest, at $1.00 per share, were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
JUNE 30, 1994 JUNE 30, 1993
--------------- ---------------
<S> <C> <C>
Shares sold............................. 1,898,931,530 1,936,859,703
Shares issued in reinvestment of
dividends.............................. 14,176,134 14,650,953
--------------- ---------------
1,913,107,664 1,951,510,656
Shares repurchased...................... (1,950,189,477) (1,976,366,354)
--------------- ---------------
Net decrease............................ (37,081,813) (24,855,698)
--------------- ---------------
--------------- ---------------
</TABLE>

6. SELECTED PER SHARE DATA AND RATIOS--See the "Financial Highlights" table on
page 3 of this prospectus.

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL ANNUALIZED
AMOUNT YIELD
(IN DESCRIPTION AND ON DATE OF
THOUSANDS) MATURITY DATE PURCHASE VALUE
- --------- ---------------------------------------- -------------- -------------
<C> <S> <C> <C>
U.S. GOVERNMENT OBLIGATION (3.2%)
$ 15,000 U.S. Treasury Bill
(Amortized Cost $14,954,738)
8/04/94................................. 3.25% $ 14,954,738
-------------
U.S. GOVERNMENT AGENCIES (95.8%)
122,070 Federal Farm Credit Bank
7/06/94 to 12/04/94..................... 3.77 to 4.72 121,573,061
75,770 Federal Home Loan Banks
7/20/94 to 9/20/94...................... 3.99 to 4.49 75,330,654
12,000 Federal Home Loan Mortgage Corp.
8/15/94................................. 4.26 11,936,550
166,400 Federal National Mortgage Association
7/08/94 to 12/16/94..................... 3.24 to 5.04 165,174,520
26,000 Student Loan Marketing Association
7/26/94 to 9/08/94...................... 4.28 to 4.44 25,868,444
51,890 Tennessee Valley Authority
7/18/94 to 8/01/94...................... 4.26 to 4.47 51,750,112
-------------
TOTAL U.S GOVERNMENT AGENCIES (AMORTIZED COST
$451,633,341)......................................... 451,633,341
-------------
REPURCHASE AGREEMENT (1.1%)
5,188 Dillon Read & Co. 7/1/94
[dated 6/30/94; proceeds $5,188,612
collateralized by $4,900,000 United
States Treasury Bonds 8 1/8% due
8/15/94 valued at $5,292,000]
(Amortized Cost $5,188,000)............. 4.25 5,188,000
-------------
</TABLE>

<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS (AMORTIZED COST
$471,776,079)(A).................................. 100.1 % 471,776,079
LIABILITIES IN EXCESS OF CASH AND OTHER ASSETS.... (0.1 ) (275,475)
----- -------------
NET ASSETS........................................ 100.0 % $ 471,500,604
----- -------------
----- -------------
<FN>
- ---------
(A) COST IS THE SAME FOR FEDERAL INCOME TAX PURPOSES.
</TABLE>

See Notes to Financial Statements

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Trustees of Active Assets Government Securities 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 (which appear under the
heading "Financial Highlights" on page 3 of this Prospectus) present fairly, in
all material respects, the financial position of Active Assets Government
Securities Trust (the "Trust") at June 30, 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 ten years
in the period then ended, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities owned at June 30, 1994 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
August 4, 1994

ACTIVE ASSETS GOVERNMENT SECURITIES TRUST

<PAGE>
APPENDIX

THIS APPENDIX CONSTITUTES PART OF THE PROSPECTUSES OF THE ACTIVE ASSETS
MONEY TRUST (THE "MONEY TRUST"), THE ACTIVE ASSETS TAX-FREE TRUST (THE "TAX-FREE
TRUST"), THE ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST (THE "CALIFORNIA TAX-FREE
TRUST") AND THE ACTIVE ASSETS GOVERNMENT SECURITIES TRUST (THE "GOVERNMENT
SECURITIES TRUST"). THE MONEY TRUST, THE TAX-FREE TRUST, THE CALIFORNIA TAX-FREE
TRUST AND THE GOVERNMENT SECURITIES TRUST ARE REFERRED TO IN THIS APPENDIX
COLLECTIVELY AS THE "TRUSTS". UNLESS OTHERWISE INDICATED, THE INFORMATION SET
FORTH HEREIN IS APPLICABLE TO EACH TRUST.

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE OF SHARES

The shares of the Trusts are offered to participants in the Active Assets
financial service program (non-participants see below). Persons subscribing to
the program will have the free credit cash balances in their Active Assets
securities account invested in shares of the Money Trust, the Tax-Free Trust,
the California Tax-Free Trust or the Government Securities Trust or deposited in
the Active Assets Insured Account (a Federal Deposit Insurance Corporation
insured bank account), depending upon which investment vehicle has been
designated by the participant. For further information consult the Dean Witter
Client Agreement.

Purchases of shares of the Trusts by program participants will be made only
pursuant to the Active Assets automatic purchase procedures described below.

Subscribers to Active Assets services have the option to change the
designation of their Trust at any time by notifying their Dean Witter Account
Executive.

The purchase price for shares of the Trusts is the net asset value per share
next determined after receipt by a Trust of a purchase order, pursuant to the
Active Assets program, in proper form. The Trusts anticipate that the net asset
value will remain constant at $1.00 per share and that any fluctuations in value
will be reflected in the daily dividend or in the number of outstanding shares
in the shareholder's account rather than in the per share dollar value. The net
asset value is determined at 12 noon, New York time, on each day that the New
York Stock Exchange is open for business, immediately after the daily
declaration of dividends or on each other day in which there is a sufficient
degree of trading in the Trust's portfolio securities that the current net asset
value of the Trust's shares might be materially affected by changes in the value
of such portfolio securities, but only if on any such day the Trust is required
by the provisions of the Active Assets program to purchase or redeem Trust
shares or receives a request from a non-participant in the Active Assets program
to purchase or redeem shares of the Trust. Shares purchased will receive the
next dividend declared after such shares are issued which will be immediately
prior to the 12 noon pricing on the following business day. 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.

A purchase order will not be effective until Federal funds become available
to the Trusts. Federal funds are a commercial bank's deposits in a Federal
Reserve Bank and can be transferred from one member bank's account to that of
another member bank on the same day and thus are considered to be immediately
available funds. There are no minimum investment requirements for the Trusts
(with the exception of non-participants in the Active Assets Program--see below)
although the minimum requirement for entry in the Active Assets program is
currently $10,000 in cash and/or securities. Dean Witter reserves the right to
alter or

A-1
<PAGE>
waive the conditions upon which an Active Assets account may be opened.

Free credit cash balances held in an Active Assets account will be
automatically invested daily in shares of either the Money Trust, the Tax-Free
Trust, the California Tax-Free Trust or the Government Securities Trust, if a
Trust has been selected for investment by the participant, on each business day
on which the New York Stock Exchange is open. Free credit cash balances will be
invested in shares at the price next determined, which is 12 noon New York time,
on the next business day following the credit of any such amounts to the Active
Assets account. Free credit balances arising from a cash payment into an Active
Assets account shall be so invested unless such payment is made after the
cashiering deadline of the Dean Witter office in which the payment is made, in
which case the resulting free credit balance shall be invested on the second
following business day and the investor will not receive the daily dividend
which would have been received had such balance been invested in the designated
Trust. An Active Assets participant desiring to make such a cash payment should
contact his or her Dean Witter Account Executive for information concerning the
local office's cashiering deadline, which is dependent on such office's
arrangements with its commercial banks.
Each Trust has entered into a Distribution Agreement with Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of InterCapital, which has
its principal executive offices at Two World Trade Center, New York, New York
10048. The Distribution Agreements obligate the Distributor to pay certain
expenses in connection with the offering of the shares of the Trusts, including
costs involved in the distribution of prospectuses and periodic reports to
investors, other supplementary sales literature and advertising costs. However,
costs and expenses incurred by the Distributor may be reimbursed by the Trusts
pursuant to the provisions of the respective Plans of Distribution pursuant to
Rule 12b-1 (see page A-6).

From time to time, certain state administrative agencies may raise questions
as to whether the operation of the Active Assets program constitutes banking
under the laws of their state. In addition, legislation has been proposed in
certain states which, if enacted, could require a modification of the Active
Assets program in those states. The Distributor and Dean Witter are not banks
and believe that the operation of the Active Assets program does not constitute
banking under the laws of any state. The Distributor and Dean Witter intend to
fully contest and resist any regulatory or legislative challenges to the Active
Assets program. Final adverse rulings in any state that the Active Assets
program constitutes unauthorized banking therein or the adoption of legislation
by any state affecting the Active Assets program could force the Trusts to
liquidate shares of residents in such state or to cease offering their shares in
such state as part of the Active Assets program.

PURCHASE OF SHARES BY NON-PARTICIPANTS IN ACTIVE ASSETS PROGRAM

Shares of the Trusts may be purchased by investors maintaining brokerage
accounts with Dean Witter who choose not to participate in the Active Assets
program. Shareholders of the Trusts not participating in the Active Assets
program will not be charged a program fee. The minimum initial purchase for
non-participants is $5,000 and the minimum subsequent purchase is $1,000.
Non-participants in the Active Assets program who are participating in other
brokerage account programs with Dean Witter may have different initial and/or
subsequent purchase minimum accounts, and may make share purchases automatically
through their account programs. Dean Witter account holders should contact their
account executive for further information concerning methods of purchase.

The Trusts have been created for the purpose of serving as investments for
participants in the Active Assets program and, as such, do not in themselves
offer such typical money market fund features as check writing and exchange
privileges. There are other money market funds, including funds managed by
InterCapital, which have investment objectives similar to the Trusts and which
offer check writing and exchange privileges. Prior to making an investment in
any such money market fund, an investor should obtain and read the prospectus.

A-2
<PAGE>
REDEMPTION OF SHARES

Each Trust is required to redeem for cash all full and fractional shares of
the Trust. The redemption price is the net asset value per share next determined
after receipt by Dean Witter Trust Company (the "Transfer Agent") of
instructions from Dean Witter in accordance with the automatic procedure set
forth below (non-participants in the Active Assets program see below). Such
instructions are delivered to the Transfer Agent prior to the determination of
net asset value at 12 noon, New York time, on any day that the New York Stock
Exchange is open for business, or on each other day in which there is a
sufficient degree of trading in the Trust's portfolio securities that the
current net asset value of the Trust's shares might be materially affected by
changes in the value of such portfolio securities, but only if on any such day
the Trust is required by the provisions of the Active Assets program to purchase
or redeem Trust shares. Payment of the redemption proceeds will be made on the
same day the redemption becomes effective. Shareholders will receive upon
redemption all dividends declared and reinvested until the time of redemption.

Redemption will be automatically effected by Dean Witter to satisfy debit
balances in the Securities Account created by activity therein or to satisfy
debit balances created by Visa credit card purchases, cash advances or checks
written against the Visa Account. Each Active Assets account will be
automatically scanned for debits each business day that the New York Stock
Exchange is open for business as of the close of business on that day, and after
application of any free credit cash balances in the account to such debits, a
sufficient number of Trust shares owned by the Active Assets participants will
be redeemed at 12 noon the following business day to satisfy any remaining
debits in either the Securities Account or the Visa Account. Margin loans will
be utilized to satisfy debits remaining after the liquidation of all Trust
shares in an Active Assets participant's account and shares may not be purchased
until all debits and margin loans in the account are satisfied. Dean Witter (not
the Trusts) may impose a fee for the use of the Visa credit card to obtain cash
advances.

The right to receive payment with respect to any redemption may be suspended
by each Trust for a period of up to seven days. Suspensions of more than seven
days may not be made except (1) for any period (a) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings or
(b) during which trading on the New York Stock Exchange is restricted; (2) for
any period during which an emergency exists as a result of which (a) disposal by
the
Trust of securities owned by it is not reasonably practicable or (b) it is not
reasonably practicable for the Trust to fairly determine the value of its net
assets; or (3) for such other periods as the Securities and Exchange Commission
may by order permit for the protection of security holders of the Trust. The
Commission shall by rules and regulations determine the conditions under which
(i) trading shall be deemed to be restricted and (ii) an emergency shall be
deemed to exist within the meaning of clause (2) above. At various times the
Trusts may be requested to redeem shares with respect to which good payment has
not yet been received by the Distributor. A Trust may delay, or cause to be
delayed, the payment of the redemption proceeds until such time as it has
assured itself that good payment has been collected for the purchase of such
shares. In addition, where the shares to be redeemed have been purchased by
check (including a certified or bank cashier's check), automatic and manual
redemptions 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).

The total value of a shareholder's investment in a Trust at the time of
redemption may be more or less than his or her cost, depending on the value of
the securities held by the Trust at such time and income earned.

If a participant wishes to reduce or eliminate his or her investment in the
Trust shares component of the Active Assets program, he or she should first call
the Active Assets information number shown on the cover page preceding the
Active Assets Money Trust Prospectus, to ascertain the balance in his or her
Trust Account. He or she may then withdraw an amount equal to the value of

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such shares, less any charges pending in his or her Active Assets account, in
any of the following ways:

(a) by writing a check against the Visa Account in such amount;

(b) by obtaining a cash advance from a Visa participating bank or branch
thereof for
such amount (which the bank may limit to $5,000 per account per day); or

(c) by calling his or her Dean Witter Account Executive and requesting a
cash disbursement from the Active Assets program for such amount.
In any of the above methods, the Trust share balance at any time is subject
to reduction due to prior debits against the participant's account. Accordingly,
if payment is requested through the Visa Account check or the cash advance
methods and if any other debits are paid by automatic redemption of Trust shares
prior to the time the check or cash advance charge is presented for payment,
then the Trust share balance will be reduced. If so, payment of the check or
cash advance may be paid in part from the margin loan value of the Securities
Account or may result in an overdraft. In addition, Dean Witter (not the Trusts)
may impose a fee for the checkwriting service on certain Active Assets accounts.

Under the Active Assets program, both Dean Witter and Bank One have the
right to terminate an Active Assets account for any reason. In such event, all
shares held in a shareholder's account will be redeemed.

REDEMPTION OF SHARES BY NON-PARTICIPANTS IN ACTIVE ASSETS PROGRAM

Shareholders who are not participating in the Active Assets program should
contact Dean Witter, through his or her account executive, on any day the New
York Stock Exchange is open, to effect a redemption of shares of the Trust. All
such redemption requests will be promptly forwarded to the Transfer Agent;
redemption requests should not be sent directly to the Trusts or the Transfer
Agent. If such requests are inadvertently sent to the Trust or Transfer Agent,
they will be forwarded to the Distributor. Cash proceeds from the manual
redemption of Trust shares ordinarily will be credited to the shareholder's Dean
Witter brokerage account or, on request, will be mailed to the shareholder at
his or her address of record. In certain instances, as where redemption requests
are received in writing, such redemption requests will require written notices
containing the signatures of all persons in whose name the shares are
registered, or additional documents such as, but not limited to, trust
instruments, death certificates, appointments as executor or administrator, or
certificates of corporate authority. Non-participants in the Active Assets
program who are participating in other brokerage account programs with Dean
Witter may effect redemption of shares automatically, as provided for in their
account program. Dean Witter account holders should contact their account
executive for further information concerning methods of redemption.

HOW NET ASSET VALUE IS DETERMINED

The net asset value per share of each Trust, for the purpose of calculating
the price at which shares are issued and redeemed, is determined by the
Investment Manager as of 12 noon New York time on each day that the New York
Stock Exchange is open for business, immediately after the daily declaration of
dividends. Each Trust will also calculate such price on each other day in which
there is a sufficient degree of trading in that Trust's portfolio securities,
such that the current net asset value of the Trust's shares might be materially
affected by changes in the value of such portfolio securities, but only if on
any such day the Trust is required by the provisions of the Active Assets
program to purchase or redeem Trust shares or receives a request from a
non-participant in the Active Assets program to purchase or redeem Trust shares.
The determination of net asset value is made by subtracting from the value of
the assets of a Trust the amount of its liabilities, and dividing the remainder
by the number of outstanding shares of the Trust.

The Trusts utilize the amortized cost method in valuing their portfolio
securities, even though the portfolio securities may increase or decrease in
market value, generally, in regards to changes in interest rates. The amortized
cost method of
valua-

A-4
<PAGE>
tion involves valuing a security at its cost adjusted by a constant amortization
to maturity of any original issue discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the instrument. The purpose
of this method of calculation is to facilitate the maintenance of a constant net
asset value per share of $1.00, although there is no assurance that the $1.00
net asset value will be maintained.

CONFIRMATIONS

All purchases and redemptions of Trust shares and dividend reinvestments
will be confirmed monthly to the shareholder (rounded to the nearest share) in
the Active Assets Account Statement. Dean Witter has received an exemptive order
from the Securities and Exchange Commission which permits it to omit sending out
more frequent confirmations with respect to purchases and redemptions.
In the interest of economy and convenience and because of the operating
procedures of the Trusts, certificates representing the Trusts' shares will not
be physically issued. Shares are maintained by the Trusts on the register
maintained by the Transfer Agent and the holders thereof will have the same
rights of ownership with respect to such shares as if certificates had been
issued.

THE TRUSTS AND THEIR MANAGEMENT
- --------------------------------------------------------------------------------

Money Trust, Tax-Free Trust, California Tax-Free Trust and Government
Securities Trust are all no-load, open-end diversified investment management
companies. Money Trust, Tax-Free Trust and Government Securities Trust were
organized under the laws of the Commonwealth of Massachusetts as business trusts
on March 30, 1981. California Tax-Free Trust was organized under the laws of the
Commonwealth of Massachusetts as a business trust on July 10, 1991.

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

InterCapital and its wholly-owned subsidiary, Dean Witter Services Company
Inc., serve in various investment management, advisory, management and
administrative capacities to eighty-six investment companies (the "Dean Witter
Funds"), thirty of which are listed on the New York Stock Exchange, with
combined assets of approximately $67.4 billion at June 30, 1994. The Investment
Manager also manages portfolios of pension plans, other institutions and
individuals which aggregated approximately $2 billion at such date.

The Trusts have 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 Trusts' Trustees review the various services provided by the Investment
Manager to ensure that the Trusts' general investment policies and programs are
being properly carried out and that administrative services are being provided
to the Trusts in a satisfactory manner.

A-5
<PAGE>

As full compensation for the services and facilities furnished to the Trusts
and expenses of the Trusts assumed by the Investment Manager, the Trusts pay the
Investment Manager monthly compensation calculated daily by applying a
percentage rate to the daily net assets of each of the respective Trusts which
declines as net assets of the Trusts reach specified levels (up to $3 billion).
For the fiscal years ended June 30, 1994, the Trusts accrued total compensation
to the Investment Manager amounting to 0.33% (Money Trust), 0.42% (Tax-Free
Trust), 0.50% (California Tax-Free Trust) and 0.50% (Government Securities
Trust) of the respective Trusts' average daily net assets and the Trusts' total
expenses amounted to 0.51% (Money Trust), 0.56% (Tax-Free Trust), 0.68%
(California Tax-Free Trust) and 0.66% (Government Securities Trust) of the
respective Trusts' average daily net assets.

PLAN OF DISTRIBUTION

Each Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under
the Act. Under the respective Plans, the Distributor has expanded the nature of
its promotional activities on behalf of the respective Trusts and uses its best
efforts to foster additional sales of Trust shares. The respective Plans provide
that the Distributor bear the expense of all promotional and distribution
related activities on behalf of the respective Trusts, except for expenses that
the respective Trustees determine to reimburse, as described below. The
following activities and services may be provided by the Distributor under the
respective Plans: (1) compensation to sales representatives of Dean Witter and
other broker-dealers; (2) sales incentives and bonuses to sales representatives
and to marketing personnel in connection with promoting sales of shares of the
Trusts; (3) expenses incurred in connection with promoting sales of shares of
the Trusts; (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 are made in monthly payments by each Trust at
the annual rate of up to 0.15 of 1% of the average daily net assets of each
Trust. Such payments were made by Money Trust, Tax-Free Trust, California
Tax-Free Trust and Government Securities Trust at the annual rate of 0.10 of 1%
of each Trust's average daily net assets for their respective fiscal years ended
June 30, 1994. Dean Witter account executives are paid an annual residual
commission, currently a gross residual of up to 0.10 of 1% of the current value
of the respective accounts of which they are the account executive of record. In
addition, some Dean Witter sales personnel will receive non-cash compensation in
the form of trips to educational and/or business seminars and merchandise as
special sales incentives. Expenses incurred by the Distributor pursuant to the
Plans in any fiscal year will not be reimbursed by any Trust through payments
accrued in any subsequent fiscal year.

Each Trust's expenses include: the Investment Management fee; the fee
pursuant to the Plan of Distribution (see "Purchase of Fund Shares"); taxes;
certain legal, transfer agent, custodian and auditing fees; and printing and
other expenses relating to the Trust's operations which are not expressly
assumed by the Investment Manager under its Investment Management Agreement with
each Trust.

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

DIVIDENDS AND DISTRIBUTIONS

Each Trust declares dividends, payable on each day the New York Stock
Exchange is open for business, of all of its daily net investment income (and,
with respect to Money Trust and Government Securities Trust, net short-term
capital gains, if any) to shareholders of record as of 12 noon New York time of
the preceding business day. With respect to Tax-Free Trust and California
Tax-Free Trust, dividends from net short-term capital gains, if any, will be
paid periodically. The amount of dividend may fluctuate from day to day and may
be

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<PAGE>
omitted on some days if net realized losses on portfolio securities exceed a
Trust's net investment income. Dividends are automatically reinvested daily in
additional full and fractional shares of a Trust at the net asset value per
share determined at 12 noon, New York time on that day.

Each Trust intends to distribute dividends from net long-term capital gains,
if any, at least once each year. A Trust may, however, elect to retain all or a
portion of any net long-term capital gains in any year for reinvestment.

Dean Witter will send to each shareholder a monthly summary of his or her
account, including information as to dividends reinvested, on the Dean Witter
Transaction Statement.

TAXES

Because the Trusts currently intend to distribute all of their net
investment income and net capital gains, if any, to shareholders and intend to
otherwise comply with all the provisions of Subchapter M of the Internal Revenue
Code, as amended (the "Code"), to qualify as regulated investment companies, it
is not expected that the Trust will be required to pay any federal income tax.

To avoid being subject to a 31% federal withholding tax on taxable
dividends, capital gains distributions and proceeds of redemptions,
shareholders' taxpayer identification numbers must be furnished and certified as
to accuracy.

MONEY TRUST AND GOVERNMENT SECURITIES TRUST. Distributions of net investment
income and realized net short-term capital gains are taxable to shareholders as
ordinary income, whether such distributions are taken in cash or reinvested in
additional shares. Distributions of long-term capital gains, if any, are taxable
as long-term capital gains, regardless of how long the shareholder has held a
Trust's shares. No portion of such dividends or distributions will be eligible
for the federal dividends received deduction for corporations. The Trusts advise
their shareholders annually as to the federal income tax status of distributions
paid during each calendar year.

TAX-FREE TRUST AND CALIFORNIA TAX-FREE TRUST. The Trusts intend to qualify
to pay "exempt-interest dividends" to their shareholders by maintaining as of
the close of each quarter of their taxable year, at least 50% of the value of
their total assets in tax-exempt securities. If a Trust satisfies such
requirement, dividends from net investment income to shareholders, whether taken
in cash or reinvested in additional Trust shares, will be excludable from gross
income for federal income tax purposes to the extent net interest income is
represented by interest on tax-exempt securities. Exempt-interest dividends are
included, however, in determining what portion, if any, of a person's Social
Security benefits are subject to federal income tax.

The Code now subjects interest received on certain otherwise tax-exempt
securities to an alternative minimum tax. This alternative minimum tax applies
to interest received on "private activity bonds" (in general, bonds that benefit
non-government entities) issued after August 7, 1986 which, although tax-exempt
are used for purposes other than those generally performed by governmental units
(e.g., bonds used for commercial or housing purposes). Income received on such
bonds is classified as a "tax preference item", under the alternative minimum
tax, for both individual and corporate investors. A portion of a Trust's
investments may be made in such "private activity bonds," with the result that a
portion of the exempt-interest dividends paid by a Trust will be an item of tax
preference to shareholders subject to the alternative minimum tax. In addition,
certain corporations which are subject to the alternative minimum tax may have
to include a portion of exempt-interest dividends in calculating their
alternative minimum taxable income in situations where the "adjusted current
earnings" of the corporation exceeds its preadjustment alternative minimum
taxable income.

Under California law, an investment company which qualifies as a regulated
investment company

A-7
<PAGE>
must have at least 50% of the value of its total assets invested in California
state and local issues or in obligations of the United States which if held by
an individual, would pay interest excludable from income (or in a combination
thereof), at the end of each quarter of its taxable year in order
to be eligible to pay dividends which will be
exempt from California personal income tax.
Shareholders of California Tax-Free Trust who are California residents will not
incur any federal or California income tax on the amount of exempt-interest
dividends received by them from the Trust and derived from California state and
local issues or certain United States issues whether taken in cash or reinvested
in additional shares to the extent that such dividends are derived from
California securities.

Within 60 days after the end of its fiscal year, the Trusts will mail to
shareholders statements indicating the percentage of the dividend distributions
for such fiscal year which constitutes exempt-interest dividends and the
percentage, if any, that is taxable, and the percentage, if any, of the exempt-
interest dividends which constitutes an item of tax preference. This percentage
should be applied uniformly to any distributions made during the fiscal year to
determine the proportion of dividends that is tax-exempt. The percentage may
differ from the percentage of tax-exempt dividend distributions for any
particular month.

Unlike federal law, no portion of the exempt-interest dividends will
constitute an item of tax preference for California personal income tax
purposes. Moreover, unlike federal law, an individual's Social Security benefits
are not subject to California personal income tax, so that the receipt of
California exempt-interest dividends (from the California Tax-Free Trust) will
have no effect on an individual's California personal income tax.

Shareholders will normally be subject to federal and California personal
income tax on dividends paid from interest income derived from taxable
securities and on distributions of net capital gains, if any. For federal income
tax purposes, 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 a Trust's shares and regardless of whether the distribution is received
in additional shares or cash. In addition, for California personal income tax
purposes, the shareholders of the California Tax-Free Trust will not be subject
to tax, or receive a credit for tax paid by the Trust, on undistributed capital
gains, if any. With respect to the Tax-Free Trust, the exemption of interest
income for federal income tax purposes does not necessarily result in exemption
under the income or other tax laws of any state or local taxing authority. Thus,
shareholders of the Trust may be subject to state and local taxes on
exempt-interest dividends.

Distributions from investment income and long-term and short-term capital
gains will not be excluded from taxable income in determining the California
corporate income or franchise tax for corporate shareholders. Such distributions
also may be includable in income subject to the alternative minimum tax. In
addition, distributions from investment income and long-term and short-term
capital gains may be subject to state taxes in states other than California and
to local taxes.

Interest on indebtedness incurred by shareholders or related parties to
purchase or carry shares of an investment company paying exempt-interest
dividends, such as the Trust, will not be deductible by the investor for federal
or California personal income tax purposes.

The foregoing relates to federal income taxation and to California personal
income taxation as in effect as of the date of this Prospectus. Distributions
from investment income and capital gains, including exempt-interest dividends,
may be subject to California franchise taxes if received by a corporation doing
business in California, to state taxes in states other than California and to
local taxes.

A-8
<PAGE>
Shareholders should consult their tax advisers as to the applicability of
the above to their own tax situation.

CURRENT AND EFFECTIVE YIELD

From time to time the Trusts advertise their "yield" and "effective yield."
Both yield figures are based on historical earnings and are not intended to
indicate future performance. The "yield" of a Trust refers to the income
generated by an investment in the Trust over a given seven-day period (which
period will be stated in the advertisement). This income is then "annualized."
That is, the amount of income generated by the investment during that seven-day
period is assumed to be generated each seven-day period within a 365-day period
and is shown as a percentage of the investment. The "effective yield" for a
seven-day period is calculated similarly but, when annualized, the income earned
by an investment in a Trust is assumed to be reinvested each week within a
365-day period. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment. The Tax-Free
Trust and California Tax-Free Trust may also quote 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.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

All shares of beneficial interest of a Trust 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 a Trust is entitled to its portion of all of the
Trust's assets after all debts and expenses have been paid. The shares do not
have cumulative voting rights.

In accordance with each Trust's Declaration of Trust, the Trustees of a
Trust will be elected by a majority shareholder vote at the first meeting of
shareholders held following the initial offering of the shares of that Trust.
The Trustees will be elected for unlimited terms at the first meeting of
shareholders. The Trustees themselves have the power to alter the number and the
terms of office of the Trustees (as provided for in the Declaration of Trust),
and they may at any time lengthen or shorten 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 each
Trust. 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 elected, while the holders of the remaining shares
would be unable to elect any Trustees. The Trust is not required to hold Annual
Meetings of Shareholders and in ordinary circumstances the Trust 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 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 and the Trust has no present
intention to add additional series or classes of shares. Trustees may call
Special Meetings of Shareholders for action by shareholder vote as may be
required by the Act or the Declaration of Trust.

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

CUSTODIAN

The Bank of New York, 110 Washington Street, New York, New York 10286 is the
Custodian of the Trusts' assets. The Custodian has no part in deciding the
Trusts' investment policies or which securities are to be purchased or sold for
the Trusts' portfolios. Any of the Trust's cash balances with the Custodian in
excess of $100,000 are unprotected by Federal deposit insurance. Such balances
may, at times, be substantial.

SHAREHOLDER INQUIRIES. All inquiries regarding the Trusts should be
directed to the Trusts at the telephone number or at the address set forth on
the front cover of these Prospectuses.

A-10
<PAGE>

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 LLP
1177 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
INVESTMENT MANAGER
DEAN WITTER INTERCAPITAL INC.

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THESE
PROSPECTUSES OR IN THE STATEMENTS OF ADDITIONAL INFORMATION, IN CONNECTION WITH
THE OFFER CONTAINED IN THESE PROSPECTUSES OR IN THE STATEMENTS OF ADDITIONAL
INFORMATION AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUSTS OR THE
DISTRIBUTOR. THESE PROSPECTUSES AND THE STATEMENTS OF ADDITIONAL INFORMATION DO
NOT CONSTITUTE AN OFFER BY THE TRUSTS OR BY THE DISTRIBUTOR TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE TRUSTS OR THE
DISTRIBUTOR TO MAKE SUCH OFFER IN SUCH JURISDICTION.

ACTIVE ASSETS
MONEY TRUST
ACTIVE ASSETS
TAX-FREE TRUST
ACTIVE ASSETS
CALIFORNIA TAX-FREE
TRUST
ACTIVE ASSETS
GOVERNMENT
SECURITIES TRUST

PROSPECTUSES
AUGUST 22, 1994

THE ENCLOSED PROSPECTUSES DESCRIBE FOUR FULLY MANAGED MONEY MARKET TRUSTS.
SHARES OF THE TRUSTS ARE OFFERED DIRECTLY TO CLIENTS OF DEAN WITTER AND TO
PARTICIPANTS IN THE ACTIVE ASSETS-R- ACCOUNT PROGRAM OF DEAN WITTER REYNOLDS
INC.

INVESTORS SHOULD BE AWARE THAT THE ACTIVE ASSETS ACCOUNT SERVICE IS NOT A BANK
ACCOUNT. AS WITH ANY INVESTMENT IN SECURITIES, THE VALUE OF A SHAREHOLDER'S

INVESTMENT IN THE TRUSTS MAY FLUCTUATE.

PRINCIPAL OFFICE OF THE TRUSTS
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
[LOGO]
<PAGE>

STATEMENTS OF ADDITIONAL INFORMATION
AUGUST 22, 1994 [LOGO]

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

Active Assets Money Trust (the "Money Trust" or the "Trust") is a no-load,
diversified open-end management investment company whose investment objectives
are high current income, preservation of capital and liquidity. The Money Trust
seeks to achieve its objectives by investing in a diversified portfolio of
short-term money market instruments.

Active Assets Tax-Free Trust (the "Tax-Free Trust" or the "Trust") is a
no-load, diversified open-end management investment company whose investment
objective is to provide as high a level of daily income exempt from federal
personal income tax as is consistent with stability of principal and liquidity.
The Tax-Free Trust seeks to achieve its objective by investing primarily in high
quality tax-exempt securities with short-term maturities.

Active Assets California Tax-Free Trust (the "California Tax-Free Trust" or
the "Trust") is a no-load, diversified open-end management investment company
whose investment objective is to provide as high a level of daily income exempt
from federal and California personal income tax as is consistent with stability
of principal and liquidity. The California Tax-Free Trust seeks to achieve its
objective by investing primarily in high quality tax-exempt securities with
short-term maturities.

Active Assets Government Securities Trust (the "Government Securities Trust"
or the "Trust") is a no-load, diversified open-end management investment company
whose investment objectives are high current income, preservation of capital and
liquidity. The Government Securities Trust seeks to achieve its objective by
investing in U.S. Government securities, including a variety of securities which
are issued or guaranteed by the United States Government, its agencies or
instrumentalities.

Prospectuses for the Money Trust, the Tax-Free Trust, the California
Tax-Free Trust and the Government Securities Trust, all dated August 22, 1994,
which provide the basic information you should know before investing in any of
the aforementioned Trusts, may be obtained without charge from any of the Trusts
at the address or telephone number listed below. These Statements of Additional
Information are not Prospectuses. They contain information in addition to and
more detailed than that set forth in the Prospectuses. They are intended to
provide additional information regarding the activities and operations of the
Trusts, and should be read in conjunction with the Prospectuses. They should be
read with the information appearing in the Appendix hereto which is a part of
these Statements of Additional Information.

Active Assets Money Trust
Active Assets Tax-Free Trust
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust
Two World Trade Center
New York, New York 10048
(212) 392-2550

The shares of the Money Trust, the Tax-Free Trust, the California Tax-Free
Trust and the Government Securities Trust are offered to participants in the
Active Assets Account program of Dean Witter Reynolds Inc. ("Dean Witter"). In
addition, shares of the Trusts are offered to investors maintaining brokerage
accounts with Dean Witter who are not subscribers to the Active Assets program.
For further information, either consult the Dean Witter Client Agreement or
consult your Dean Witter Account Executive.

Active Assets Money Trust
<PAGE>
ACTIVE ASSETS MONEY TRUST
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Practices and Policies..................................... 3

Investment Restrictions............................................... 4

How Net Asset Value is Determined..................................... 5

Dividends, Distributions and Taxes.................................... 7

APPENDIX

Investment Manager.................................................... A-1

Trustees and Officers................................................. A-7

Portfolio Transactions and Brokerage.................................. A-11
General Information................................................... A-12
Custodian and Transfer Agent.......................................... A-12
Independent Accountants............................................... A-13
Reports to Shareholders............................................... A-13
Legal Counsel......................................................... A-13
Experts............................................................... A-13
Registration Statement................................................ A-13
Information with Respect to Securities Ratings........................ A-14
</TABLE>

Active Assets Money Trust 2
<PAGE>
INVESTMENT PRACTICES AND POLICIES
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS. As discussed in the Prospectus, when cash may be
available for only a few days, it may be invested by the Trust in repurchase
agreements until such time as it may otherwise be invested or used for payments
of obligations of the Trust. These agreements, which may be viewed as a type of
secured lending by the Trust, typically involve the acquisition by the Trust of
debt securities from a selling financial institution such as a bank, savings and
loan association or broker-dealer. The agreement provides that the Trust will
sell back to the institution, and that the institution will repurchase, the
underlying security ("collateral"), which is held by the Trust's Custodian, at a
specified price and at a fixed time in the future, which is usually not more
than seven days from the date of purchase. The Trust will accrue interest from
the institution until the time when the repurchase is to occur. Although such
date is deemed by the Trust to be the maturity date of a repurchase agreement,
the maturities of securities subject to repurchase agreements are not subject to
any limits and may exceed one year.

While repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Trust follows procedures designed to
minimize such risks. These procedures include effecting repurchase transactions
only with large, well capitalized and well established financial institutions,
whose financial condition will be continually monitored. In addition, the value
of the collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned on the
repurchase agreement. Such collateral will consist of Government securities or
"Eligible Securities" (as described below under the caption "How Net Asset Value
is Determined") rated in the highest grade by a nationally recognized
statistical rating organization (a "NRSRO") whose ratings qualify the collateral
security as an Eligible Security. In the event of a default or bankruptcy by a
selling financial institution, the Trust will seek to liquidate such collateral.
However, the exercise of the Trust's right to liquidate such collateral could
involve certain costs or delays and, to the extent that proceeds from any sale
upon a default of the obligation to repurchase were less than the repurchase
price, the Trust could suffer a loss. It is the current policy of the Trust not
to invest in repurchase agreements that do not mature within seven days if any
such investment, together with any other illiquid asset held by the Trust,
amount to more than 10% of its total assets. The Trust's investments in
repurchase agreements may, at times, be substantial when, in the view of the
Trust's investment manager, liquidity or other considerations warrant.

LENDING OF PORTFOLIO SECURITIES. Subject to Investment Restriction (2)
below, the Trust may lend portfolio securities to brokers, dealers and financial
institutions provided that cash equal to at least 100% of the market value
(including accrued interest) of the securities loaned is deposited by the
borrower with the Trust and is maintained each business day in a segregated
account pursuant to applicable regulations. While such securities are on loan,
the borrower will pay the Trust any income accruing thereon, and the Trust may
invest the cash collateral in portfolio securities, thereby earning additional
income. The Trust will not lend its portfolio securities if such loans are not
permitted by the laws or regulations of any state in which its shares are
qualified for sale and will not lend more than 10% of the value of its total
assets. The creditworthiness of firms to which the Fund lends its portfolio
securities will be monitored on an ongoing basis. Loans would be subject to
termination by the Trust in the normal settlement time, currently two business
days after notice, or by the borrower on one day's notice. Borrowed securities
must be returned when the loan is terminated. Any gain or loss in the market
price of the borrowed securities which occurs during the term of the loan inures
to the Trust and its shareholders. The Trust may pay reasonable finders,
borrowers, administrative, and custodial fees in connection with a loan. During
its fiscal year ended June 30, 1994, the Trust did not lend any of its portfolio
securities and it has no intention of doing so in the foreseeable future.

VARIABLE AND FLOATING RATE OBLIGATIONS. As stated in the Prospectus, the
Trust may invest in variable and floating rate obligations. The interest rate
payable on a variable rate obligation is adjusted at predesignated periodic
intervals and, on floating rate obligations, whenever there is a change in the
market rate of interest on which the interest rate payable is based. Other
features may include the right whereby the Trust may demand prepayment of the
principal amount of the obligation prior to its stated

Active Assets Money Trust 3
<PAGE>
maturity (a "demand feature") and the right of the issuer to prepay the
principal amount prior to maturity. The principal benefit of a variable rate
obligation is that the interest rate adjustment minimizes changes in the market
value of the obligation. As a result, the purchase of variable rate and floating
rate obligations should enhance the ability of the Trust to maintain a stable
net asset value per share (see "How Net Asset Value is Determined") and to sell
obligations prior to maturity at a price approximating the full principal amount
of the obligations. The principal benefit to the Trust of purchasing obligations
with a demand feature is that liquidity, and the ability of the Trust to obtain
repayment of the full principal amount of an obligation prior to maturity, is
enhanced. The payment of principal and interest by issuers of certain
obligations purchased by the Trust may be guaranteed by letters of credit or
other credit facilities offered by banks or other financial institutions. Such
guarantees will be considered in determining whether an obligation meets the
Trust's investment quality requirements.
------------

The Trust will attempt to balance its objectives of high current income,
preservation of capital and liquidity by investing in securities of varying
maturities and risks. The Trust will not, however, invest in securities with an
effective maturity of more than one year from the date of purchase (see "How Net
Asset Value is Determined"). The amounts invested in obligations of various
maturities of one year or less will depend on management's evaluation of the
risks involved. Longer-term issues, while generally paying higher interest
rates, are subject to greater fluctuations in value resulting from general
changes in interest rates than shorter-term issues. Thus, when rates on new debt
securities increase, the value of outstanding securities may decline, and vice
versa. Such changes may also occur, to a lesser degree, with short-term issues.
These changes, if experienced, may cause fluctuations in the amount of daily
dividends and, in extreme cases, could cause the net asset value per share to
decline (see "How Net Asset Value is Determined"). Longer-term issues also
increase the risk that the issuer may be unable to pay an installment of
interest or principal at maturity. In the event of unusually large redemption
demands, such securities may have to be sold at a loss prior to maturity, or the
Trust might have to borrow money and incur interest expenses. Either occurrence
would adversely impact upon the amount of daily dividends and could result in a
decline in the daily net asset value per share or the reduction by the Trust of
shares held in a shareholder's account. The Trust will attempt to minimize these
risks by investing in relatively longer-term securities when it appears to
management that yields on such securities are not likely to increase
substantially during the period of expected holding, and then only in securities
which are readily marketable. However, there can be no assurance that the Trust
will be successful in achieving this objective.

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

In addition to the investment restrictions enumerated in the Prospectus, the
investment restrictions listed below have been adopted as fundamental policies
which cannot be changed without the approval of the holders of a "majority" of
the outstanding shares of the Trust as defined in the Investment Company Act of
1940, as amended (the "Act"). Majority is defined in the Act as the lesser of
(a) sixty-seven percent or more of the shares present at a meeting of
shareholders, if the holders of more than fifty percent of the outstanding
shares of the Trust are present or represented by proxy, or (b) more than fifty
percent of the outstanding shares of the Trust.

These restrictions provide that the Trust may not:

1. Purchase any common stocks or other equity securities;

2. Make loans to others, except through the purchase of the debt
obligations and repurchase agreements referred to under "Investment
Practices and Policies" above and under "Investment Objectives and Policies"
in the Prospectus and loans of portfolio securities, not in excess of 10% of
the value of the Trust's total assets, made in accordance with guidelines of
the Trustees, including maintaining collateral from the borrower equal at
all times to the current market value of the securities loaned;

Active Assets Money Trust 4
<PAGE>
3. Purchase or sell real estate; however, the Trust may purchase
marketable securities issued by companies which invest in real estate or
interests therein;

4. Purchase securities on margin or sell short;

5. Purchase or sell commodities or commodity futures contracts, or oil,
gas, or mineral exploration or development programs;

6. Purchase securities for which there are legal or contractual
restrictions on resale (i.e. restricted securities), except for repurchase
agreements;

7. Underwrite securities of other issuers;

8. Purchase warrants, or write, purchase or sell puts, calls,
straddles, spreads or combinations thereof;

9. Participate on a joint or joint and several basis in any securities
trading account;

10. Purchase the securities of any other investment company, except in
connection with a merger, consolidation, reorganization or acquisition of
assets;

11. Purchase securities of any issuer for the purpose of exercising
control or management; and

12. Invest in securities of any issuer if, to the knowledge of the
Trust, any officer, Trustee or director of the Trust or of the Investment
Manager owns more than 1/2 of 1% of the outstanding securities of such
issuer and such officers, Trustees and directors who own more than 1/2 of 1%
own in the aggregate more than 5% of the outstanding securities of such
issuer.

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 be considered a
violation of any of the foregoing restrictions.

HOW NET ASSET VALUE IS DETERMINED
- --------------------------------------------------------------------------------

As discussed in the Appendix to the Prospectus, the net asset value of the
Trust is determined as of 12 noon New York time on each day that the New York
Stock Exchange is open. The New York Stock Exchange currently observes the
following holidays: New Year's Day; President's Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.

The Trust utilizes the amortized cost method in valuing its portfolio
securities for purposes of determining the net asset value of the shares of the
Trust. The Trust utilizes the amortized cost method in valuing its portfolio
securities even though the portfolio securities may increase or decrease in
market value, generally, in connection with changes in interest rates. The
amortized cost method of valuation involves valuing a security at its cost
adjusted by a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is higher or
lower than the price the Trust would receive if it sold the instrument. During
such periods the yield to investors in the Trust may differ somewhat from that
obtained in a similar company which uses mark to market values for all its
portfolio securities. For example, if the use of amortized cost resulted in a
lower (higher) aggregate portfolio value on a particular day, a prospective
investor in the Trust would be able to obtain a somewhat higher (lower) yield
than would result from investment in such a similar company and existing
investors would receive less (more) investment income. The purpose of this
method of calculation is to facilitate the maintenance of a constant net asset
value per share of $1.00.

The Trust's use of the amortized cost method to value its portfolio
securities is permitted pursuant to Rule 2a-7 of the Act (the "Rule") and is
conditioned on its compliance with various conditions contained in the Rule
including: (a) the Trustees are obligated, as a particular responsibility within
the overall duty of

Active Assets Money Trust 5
<PAGE>
care owed to the Trust's shareholders, to establish procedures reasonably
designed, taking into account current market conditions and the Trust's
investment objectives, to stabilize the net asset value per share as computed
for the purpose of distribution and redemption at $1.00 per share; (b)(i) the
procedures include calculation, at such intervals as the Trustees determine are
appropriate and as are reasonable in light of current market conditions, of the
deviation, if any between net asset value per share using amortized cost to
value portfolio securities and net asset value per share based upon available
market quotations with respect to such portfolio securities; (ii) periodic
review by the Trustees of the amount of deviation as well as methods used to
calculate it; and (iii) maintenance of written records of the procedures, and
the Trustees' considerations made pursuant to them and any actions taken upon
such consideration; c) the Trustees will consider what steps should be taken, if
any, in the event of a difference of more than 1/2 of 1% between the two methods
of valuation; and (d) the Trustees should take such action as they deem
appropriate (such as shortening the average portfolio maturity, realizing gains
or losses, withholding dividends or reducing the number of the outstanding
shares of the Trust) to eliminate or reduce to the extent reasonably practicable
material dilution or other unfair results to investors or existing shareholders
which might arise from differences between the two methods of valuation. Any
reduction of outstanding shares will be effected by having each shareholder
proportionately contribute to the Trust's capital the necessary shares that
represent the amount of excess upon such determination. Each shareholder will be
deemed to have agreed to such contribution in these circumstances by investment
in the Trust. See "Dividends, Distributions and Taxes" for a discussion of the
tax effect of such reduction.

Generally, for purposes of the procedures adopted under the Rule, the
maturity of a portfolio instrument is deemed to be the period remaining
(calculated from the trade date or such other date on which the Trust's interest
in the instrument is subject to market action) until the date noted on the face
of the instrument as the date on which the principal amount must be paid, or in
the case of an instrument called for redemption, the date on which the
redemption payment must be made.

A variable rate obligation that is subject to a demand feature is deemed to
have a maturity equal to the longer of the period remaining until the next
readjustment of the interest rate or the period remaining until the principal
amount can be recovered through demand. A floating rate instrument that is
subject to a demand feature is deemed to have a maturity equal to the period
remaining until the principal amount can be recovered through demand.

An Eligible Security is defined in the Rule to mean a security which: (a)
has a remaining maturity of thirteen months or less; (b)(i) is rated in the two
highest short-term rating categories by any two NRSRO that have issued a
short-term rating with respect to the security or class of debt obligations of
the issuer, or (ii) if only one NRSRO has issued a short-term rating with
respect to the security, then by that NRSRO; (c) was a long-term security at the
time of issuance whose issuer has outstanding a short-term debt obligation which
is comparable in priority and security and has a rating as specified in clause
(b) above; or (d) if no rating is assigned by any NRSRO as provided in clauses
(b) and (c) above, the unrated security is determined by the Board to be of
comparable quality to any such rated security. The Trust will limit its
investments to securities that meet the requirements for Eligible Securities
including the required ratings by S&P or Moody's, as set forth in the
prospectus.

As permitted by the Rule, the Board has delegated to the Trust's Investment
Manager, subject to the Board's oversight pursuant to guidelines and procedures
adopted by the Board, the authority to determine which securities present
minimal credit risks and which unrated securities are comparable in quality to
rated securities.

Active Assets Money Trust 6
<PAGE>
to be of comparable quality: (i) no more than 5% in the aggregate of the Trusts
total assets in all such securities, and (ii) no more than the greater of 1% of
total assets, or $1 million, in the securities on any one issuer.

The presence of a line of credit or other credit facility offered by a bank
or other financial institution which guarantees the payment obligation of the
issuer, in the event of a default in the payment of principal or interest of an
obligation may be taken into account in determining whether an investment is an
Eligible Security, provided that the guarantee itself is an Eligible Security.

The Rule further requires that the Trust limit its investments to U.S.
dollar-denominated instruments which the Trustees determine present minimal
credit risks and which are Eligible Securities. The Rule also requires the Trust
to maintain a dollar-weighted average portfolio maturity (not more than 90 days)
appropriate to its objective of maintaining a stable net asset value of $1.00
per share and precludes the purchase of any instrument with a remaining maturity
of more than 397 days. Should the disposition of a portfolio security result in
a dollar-weighted average portfolio maturity of more than 90 days, the Trust
will invest its available cash in such a manner as to reduce such maturity to 90
days or less as soon as is reasonably practicable.

If the Board determines that it is no longer in the best interests of the
Trust and its shareholders to maintain a stable price of $1 per share or if the
Board believes that maintaining such price no longer reflects a market-based net
asset value per share, the Board has the right to change from an amortized cost
basis of valuation to valuation based on market quotations. The Trust will
notify shareholders of any such change.

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

As discussed in the Appendix to the Prospectus, the Trust intends to declare
dividends payable on each day the New York Stock Exchange is open for business
of all of its daily net investment income and net short-term capital gains, if
any, to shareholders of record as of 12 noon New York time of the preceding
business day. Net income, for dividend purposes, includes accrued interest and
amortization of original issue and market discount, plus or minus any short-term
gains or losses realized on sales of portfolio securities, less the amortization
of market premium and the estimated expenses of the Trust. Net income will be
calculated immediately prior to the determination of net asset value per share
of the Trust.

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

The Trustees may revise the above dividend policy, or postpone the payment
of dividends, if the Trust should have or anticipate any large unexpected
expense, loss or fluctuation in net assets which, in the opinion of the
Trustees, might have a significant adverse effect on shareholders. On occasion,
in order to maintain a constant $1 per share net asset value, the Trustees may
direct that the number of outstanding shares be reduced in each shareholder's
account. Such reduction may result in taxable income to a shareholder in excess
of the net increase (i.e., dividends, less such reductions), if any, in the
shareholder's account for a period. Furthermore, such reduction may be realized
as a capital loss when the shares are liquidated.

The Trust has qualified and intends to remain qualified as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). If so qualified, the Trust will not be subject to federal
income or excise taxes provided that it distributes all of its taxable net
investment income and all of its net realized capital gains.

Active Assets Money Trust 7
<PAGE>
Shareholders will be subject to federal income tax on dividends paid from
interest income derived from taxable securities and on distributions of realized
net short-term capital gains. Such interest and realized net short-term capital
gains dividends and distributions are taxable to the shareholder as ordinary
dividend income regardless of whether the shareholder receives such
distributions in additional shares or in cash. Since the Trust's income is
expected to be derived entirely from interest rather than dividends, none of the
Trust's dividends/distributions will be eligible for the federal dividends
received deduction available to corporations.

The Code requires each regulated investment company to pay a nondeductible
4% excise tax to the extent the company does not distribute, during each
calendar year, 98% of its ordinary income, determined on a calendar year basis,
and 98% of its capital gains, determined in general on an October 31 year end,
plus certain undistributed amounts from previous years. The Trust anticipates
that it will make sufficient timely distributions to avoid imposition of the
excise tax.

Under present Massachusetts law, the Trust is not subject to any
Massachusetts income tax during any fiscal year in which the Trust qualifies as
a regulated investment company. The Trust might be subject to Massachusetts
income taxes for any taxable year in which it does not so qualify as a regulated
investment company.

The Trust may be subject to tax or taxes in certain states where it does
business. Furthermore, in those states which have income tax laws, the tax
treatment of the Trust and of shareholders with respect to distributions by the
Trust may differ from Federal tax treatment.

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

INFORMATION ON COMPUTATION OF YIELD

The Trust's annualized current yield, as may be quoted from time to time in
advertisements and other communications to shareholders and potential investors,
is computed by determining, for a stated seven-day period, the net change,
exclusive of capital changes and including the value of additional shares
purchased with dividends and any dividends declared therefrom (which reflect
deductions of all expenses of the Trust such as management fees), in the value
of a hypothetical pre-existing account having a balance of one share at the
beginning of the period, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return, and then
multiplying the base period return by (365/7).

The Trust's annualized effective yield, as may be quoted from time to time
in advertisements and other communications to shareholders and potential
investors, is computed by determining (for the same stated seven-day period as
for the current yield), the net change, exclusive of capital changes and
including the value of additional shares purchased with dividends and any
dividends declared therefrom (which reflect deductions of all expenses of the
Trust such as management fees), in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period, and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then compounding the base period
return by adding 1, raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result.

The yields quoted in any advertisement or other communication should not be
considered a representation of the yields of the Trust in the future since the
yield is not fixed. Actual yields will depend not only on the type, quality and
maturities of the investments held by the Trust and changes in interest rates on
such investments, but also on changes in the Trust's expenses during the period.

Yield information may be useful in reviewing the performance of the Trust
and for providing a basis for comparison with other investment alternatives.
However, unlike bank deposits or other investments which typically pay a fixed
yield for a stated period of time, the Trust's yield fluctuates.

The Trust's current yield for the seven days ending June 30, 1994 was 3.80%.
The effective annual yield on 3.80% is 3.86%, assuming daily compounding.

Active Assets Money Trust 8
<PAGE>

STATEMENTS OF ADDITIONAL INFORMATION
AUGUST 22, 1994 [LOGO]

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

Active Assets Money Trust
Active Assets Tax-Free Trust
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust

Two World Trade Center
New York, New York 10048
(212) 392-2550

Active Assets Tax-Free Trust
<PAGE>
ACTIVE ASSETS TAX-FREE TRUST
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Practices and Policies..................................... 3

Investment Restrictions............................................... 5

How Net Asset Value is Determined..................................... 7

Dividends, Distributions and Taxes.................................... 9

APPENDIX

Investment Manager.................................................... A-1

Trustees and Officers................................................. A-7

Active Assets Tax-Free Trust 2
<PAGE>
INVESTMENT PRACTICES AND POLICIES
- --------------------------------------------------------------------------------

MUNICIPAL BONDS. Municipal Bonds, as referred to in the Prospectus, are
debt obligations of states, cities, municipalities and municipal agencies (all
of which are generally referred to as "municipalities") which generally have a
maturity at the time of issuance of one year or more. They are issued to raise
funds for various public purposes, such as construction of a wide range of
public facilities, to refund outstanding obligations and to obtain funds for
general operating expenses or to loan to other public institutions and
facilities. In addition, certain types of industrial development bonds and
pollution control bonds are issued by or on behalf of public authorities to
provide funding for various privately operated facilities.

MUNICIPAL NOTES. Municipal Notes are short-term obligations of
municipalities, generally with a maturity, at the time of issuance, ranging from
six months to three years. The principal types of Municipal Notes include tax
anticipation notes, bond anticipation notes, revenue anticipation notes and
project notes. In addition, there are other types of Municipal Notes in which
the Trust may invest. Notes sold in anticipation of collection of taxes, a bond
sale, or receipt of other revenues are usually general obligations of the
issuing municipality or agency. Project Notes are issued by local agencies and
are guaranteed by the United States Department of Housing and Urban Development.
Such notes are secured by the full faith and credit of the United States.

The two principal classifications of Municipal Bonds and Notes are "general
obligation" and "revenue" bonds or notes. General obligation bonds and notes are
secured by the issuer's pledge of its faith, credit, and taxing power for the
payment of principal and interest. Issuers of general obligation bonds and notes
include states, counties, cities, towns and other governmental units. Revenue
bonds and notes are payable from the revenues derived from a particular facility
or class of facilities or, in some cases, from specific revenue sources. Revenue
bonds and notes and commercial paper are issued for a wide variety of purposes,
including the financing of electric, gas, water and sewer systems and other
public utilities; industrial development and pollution control facilities;
single and multi-family housing units; public buildings and facilities; air and
marine ports; transportation facilities such as toll roads, bridges and tunnels;
and health and educational facilities such as hospitals and dormitories. They
rely primarily on user fees to pay debt service although the principal revenue
source is often supplemented by additional security features which are intended
to enhance the creditworthiness of the issuer's obligations. In some cases,
particularly in the instance of revenue bonds issued to finance housing and
public buildings, a direct or implied "moral obligation" of a governmental unit
may be pledged to the payment of debt service. In other cases, a special tax or
other charge may augment user fees.

Obligations of issuers of Municipal Bonds and Municipal Notes are subject to
the provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any,
which may be enacted by Congress or state legislatures to extend the time for
payment of principal or interest, or both, or to impose other constraints upon
enforcement of such obligations or upon municipalities to levy taxes. There is
also the possibility that, as a result of litigation or other conditions, the
power or ability of any one or more issuer to pay, when due, principal of and
interest on its, or their, Municipal Bonds and Municipal Notes may be materially
affected.

VARIABLE RATE AND FLOATING RATE OBLIGATIONS. As stated in the Prospectus,
the Trust may invest in Municipal Bonds and Municipal Notes ("Municipal
Obligations") of the type called "variable rate" and "floating rate"
obligations.

The interest rate payable on a variable rate Municipal Obligation is
adjusted either at predesignated periodic intervals and on floating rate
Municipal Obligations, whenever there is a change in the market rate of interest
on which the interest rate payable is based. Other features may include the
right whereby the Trust may demand prepayment of the principal amount of the
obligation prior to its stated maturity (a "demand feature") and the right of
the issuer to prepay the principal amount prior to maturity. The principal
benefit of a variable rate and a floating rate Municipal Obligation is that the
interest rate adjustment minimizes changes in the market value of the
obligation. As a result, the purchases of variable rate and floating rate
Municipal Obligations could enhance the ability of the Trust to maintain a

Active Assets Tax-Free Trust 3
<PAGE>
stable net asset value per share (see "How Net Asset Value is Determined" in the
Prospectus") and to sell Municipal Obligations prior to maturity at a price
approximating the full principal amount of the obligation. The principal benefit
to the Trust of purchasing Municipal Obligations with a demand feature is that
liquidity, and the ability of the Trust to obtain repayment of the full
principal amount of a Municipal Obligation prior to maturity, is enhanced. The
payment of principal and interest by issuers of certain Municipal Obligations
purchased by the Trust may be guaranteed by letters of credit or other credit
facilities offered by banks or other financial institutions. Such guarantees
will be considered in determining whether a Municipal Obligation meets the
Trust's investment quality requirements.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. As stated in the Prospectus,
the Trust may purchase tax-exempt securities on a when-issued or delayed
delivery basis. When such transactions are negotiated, the price is fixed at the
time of commitment, but delivery and payment can take place a month or more
after the date of the commitment. While the Trust will only purchase securities
on a when-issued or delayed delivery basis with the intention of acquiring the
securities, the Trust 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 Trust makes the commitment to purchase a Municipal Obligation on a
when-issued or delayed delivery basis, it will record the transaction and
thereafter reflect the value, each day, of the Municipal Obligation in
determining its net asset value. The Trust will also establish a segregated
account with its custodian bank in which it will maintain cash or cash
equivalents or other Municipal Obligations equal in value to commitments for
such when-issued or delayed delivery securities. The Trust does not believe that
its net asset value or income will be adversely affected by its purchase of
Municipal Obligations on a when-issued or delayed delivery basis.

REPURCHASE AGREEMENTS. When cash may be available for only a few days, it
may be invested by the Trust in repurchase agreements until such time as it may
otherwise be invested or used for payments of obligations of the Trust. These
agreements, which may be viewed as a type of secured lending by the Trust,
typically involve the acquisition by the Trust of debt securities from a selling
financial institution such as a bank, savings and loan association or
broker-dealer. The agreement provides that the Trust will sell back to the
institution, and that the institution will repurchase, the underlying security
("collateral") at a specified price and at a fixed time in the future, which is
usually not more than seven days from the date of purchase. The Trust will
receive interest from the institution until the time when the repurchase is to
occur. Although such date is deemed by the Trust to be the maturity date of a
repurchase agreement, the maturities of securities subject to repurchase
agreements are not subject to any limits and may exceed one year.

While repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Trust follows procedures designed to
minimize such risks. These procedures include effecting repurchase transactions
only with large, well capitalized and well established financial institutions,
whose financial condition will be continuously monitored. In addition, the value
of the collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned on the
repurchase agreement. Such collateral will consist of Government securities or
"Eligible Securities" (as described below under the caption "How Net Asset Value
is Determined") rated in the highest grade by a nationally recognized
statistical rating organization (a "NRSRO") whose ratings qualify the collateral
as an Eligible Security. In the event of a default or bankruptcy by a selling
financial institution, the Trust will seek to liquidate such collateral.
However, the exercising of the Trust's right to liquidate such collateral could
involve certain costs or delays and, to the extent that proceeds from any sale
upon a default of the obligation to repurchase were less than the repurchase
price, the Trust could suffer a loss. It is the current policy of the Trust not
to invest in repurchase agreements that do not mature within seven days if any
such investment, together with any other illiquid assets held by the Trust,
amount to more than 10% of its total assets. The Trust's investments in
repurchase agreements may at times be substantial when, in the view of the
Trust's investment manager, liquidity or other considerations warrant. However,
during the fiscal year ended June 30, 1994, the Trust did not enter into any
repurchase agreements and the Trust does not intend to enter into any repurchase
agreements during the foreseeable future.

Active Assets Tax-Free Trust 4
<PAGE>
PUT OPTIONS. The Trust may purchase securities together with the right to
resell them to the seller at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
commonly known as a "put," and the aggregate price which the Trust pays for
securities with puts may be higher than the price which otherwise would be paid
for the securities. Consistent with the Trust's investment objectives and
subject to the supervision of the Trust's Trustees, the primary purpose of this
practice is to permit the Trust to be fully invested in securities the interest
on which is exempt from Federal income taxes while preserving the necessary
flexibility and liquidity to purchase securities on a when-issued basis, to meet
unusually large redemptions and to purchase, at a later date, securities other
than those subject to the put. The Trust's policy is generally to exercise the
puts on their expiration date, when the exercise price is higher than the
current market price for the related securities. Puts may be exercised prior to
the expiration date in order to fund obligations to purchase other securities or
to meet redemption requests. These obligations may arise during periods in which
proceeds from sales of Trust shares and from recent sales of portfolio
securities are insufficient to meet such obligations or when the funds available
are otherwise allocated for investment. In addition, puts may be exercised prior
to their expiration date in the event the Investment Manager revises its
evaluation of the creditworthiness of the issuer of the underlying security. In
determining whether to exercise puts prior to their expiration date and in
selecting which puts to exercise in such circumstances, the Investment Manager
considers, among other things, the amount of cash available to the Trust, the
expiration dates of the available puts, any future commitments for securities
purchases, the yield, quality and maturity dates of the underlying securities,
alternative investment opportunities and the desirability of retaining the
underlying securities in the Trust's portfolio.

The Trust values securities which are subject to puts at their amortized
cost and values the put, apart from the security, at zero. Thus, the cost of the
put will be carried on the Trust's books as an unrealized loss from the date of
acquisition and will be reflected in realized gain or loss when the put is
exercised or expires. Since the value of the put is dependent on the ability of
the put writer to meet its obligation to repurchase, the Trust's policy is to
enter into put transactions only with municipal securities dealers who are
approved by the Trust's Trustees. Each dealer will be approved on its own merits
and it is the Trust's general policy to enter into put transactions only with
those dealers which have been determined to present minimal credit risks. In
connection with such determination, the Trustees will review, among other
things, the ratings, if available, of equity and debt securities of such
municipal securities dealers, their reputations in the municipal securities
markets, the net worth of such dealers and their efficiency in consummating
transactions. Bank dealers normally will be members of the Federal Reserve
System, and other dealers will be members of the National Association of
Securities Dealers, Inc. or members of a national securities exchange. The
Trustees have directed the Investment Manager not to enter into put transactions
with, or to exercise outstanding puts of, any municipal securities dealer which,
in the judgment of the Investment Manager, ceases at any time to present a
minimal credit risk. In the event that a dealer should default on its obligation
to repurchase an underlying security, the Trust is unable to predict whether all
or any portion of any loss sustained could be subsequently recovered from such
dealer. During the fiscal year ended June 30, 1994, the Trust did not purchase
any put options and it has no intention of purchasing such securities during the
coming year.

In Revenue Ruling 82-144, the Internal Revenue Service stated that, under
certain circumstances, a purchaser of tax-exempt obligations which are subject
to puts will be considered the owner of the obligations for Federal income tax
purposes. In connection therewith, the Trust has received an opinion of counsel
to the effect that interest on Municipal Obligations subject to puts will be
tax-exempt to the Trust.

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

In addition to the investment restrictions enumerated in the Prospectus, the
investment restrictions listed below have been adopted by the Trust as
fundamental policies, except as otherwise indicated. Under the Act, a
fundamental policy may not be changed without the vote of the holders of a
majority of the outstanding voting securities of the Trust, as defined in the
Investment Company Act of 1940, as amended (the "Act"). Such a majority is
defined in the Act as the lesser of (a) 67% or more of the shares

Active Assets Tax-Free Trust 5
<PAGE>
present at a Meeting of Shareholders of the Trust, if the holders of more than
50% of the outstanding shares of the Trust are present or represented by proxy
at the meeting or (b) more than 50% of the outstanding shares of the Trust. For
purposes of the following restrictions and those contained in the Prospectus:
(a) an "issuer" of a security is the entity whose assets and revenues are
committed to the payment of interest and principal on that particular security,
provided that the guarantee of a security will be considered a separate
security; (b) a "taxable security" is any security the interest on which is
subject to federal income tax; and (c) all percentage limitations apply
immediately after a purchase or initial investment, and any subsequent change in
any applicable percentage resulting from market fluctuations or other changes in
total or net assets does not require elimination of any security from the
portfolio.

The restrictions provide that the Trust may not:

1. Invest in common stock;

2. Invest in securities of any issuer if, to the knowledge of the
Trust, any officer, Trustee or director of the Trust or of the Investment
Manager owns more than 1/2 of 1% of the outstanding securities of such
issuer, and such officers, Trustees and directors who own more than 1/2 of
1% own in the aggregate more than 5% of the outstanding securities of such
issuer;

3. Purchase or sell real estate or interests therein, although it may
purchase securities secured by real estate or interests therein;

4. Purchase or sell commodities or commodity futures contracts;

5. Purchase oil, gas or other mineral leases, rights or royalty
contracts, or exploration or development programs;

6. Write, purchase or sell puts, calls, or combinations thereof except
that it may acquire rights to resell Municipal Obligations at an agreed upon
price and at or within an agreed upon time;

7. Purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization or acquisition of
assets;

8. Pledge its assets or assign or otherwise encumber them except to
secure borrowings effected within the limitations set forth in Investment
Restriction 5, as disclosed in the Prospectus. To meet the requirements of
regulations in certain states, the Trust, as a matter of operating policy
but not as a fundamental policy, will limit any pledge of its assets to 10%
of its net assets so long as shares of the Trust are being sold in those
states;

9. Issue senior securities as defined in the Act except insofar as the
Trust may be deemed to have issued a senior security by reason of: (a)
entering into any repurchase agreement; (b) purchasing any securities on a
when-issued or delayed delivery basis; or (c) borrowing money in accordance
with restrictions described above;

10. Make loans of money or securities, except: (a) by the purchase of
debt obligations in which the Trust may invest consistent with its
investment objective and policies; and (b) by investment in repurchase
agreements;

11. Make short sales of securities;

12. Purchase securities on margin, except for such short-term loans as
are necessary for the clearance of purchases of portfolio securities;

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

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

Active Assets Tax-Free Trust 6
<PAGE>
HOW NET ASSET VALUE IS DETERMINED
- --------------------------------------------------------------------------------

The Trust utilizes the amortized cost method in valuing its portfolio
securities for purposes of determining the net asset value of the Trust's
shares. The Trust utilizes the amortized cost method in valuing its portfolio
securities even though the portfolio securities may increase or decrease in
market value, generally, in connection with changes in interest rates. The
amortized cost method of valuation involves valuing a security at its cost
adjusted by a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is higher or
lower than the price the Trust would receive it if sold the instrument. During
such periods, the yield to investors in the Trust may differ somewhat from that
obtained in a similar company which uses mark to market values for all its
portfolio securities. For example, if the use of amortized cost resulted in a
lower (higher) aggregate portfolio value on a particular day, a prospective
investor in the Trust would be able to obtain a somewhat higher (lower) yield
than would result from investment in such a similar company and existing
investors would receive less (more) investment income. The purpose of this
method of calculation is to facilitate the maintenance of a constant net asset
value per share of $1.00.

The Trust's use of the amortized cost method to value its portfolio
securities and the maintenance of the per share net asset value of $1.00 is
permitted pursuant to Rule 2a-7 of the Act (the "Rule"), and is conditioned on
its compliance with various conditions contained in the Rule including: (a) the
Trust's Trustees are obligated, as a particular responsibility within the
overall duty of care owed to the Trust's shareholders, to establish procedures
reasonably designed, taking into account current market conditions and the
Trust's investment objectives, to stabilize the net asset value per share as
computed for the purpose of distribution and redemption at $1.00 per share; (b)
(i) the procedures include calculation, at such intervals as are reasonable in
light of current market conditions, of the deviation, if any between net asset
value per share using amortized cost to value portfolio securities and net asset
value per share based upon available market quotations with respect to such
portfolio securities (for the purpose of determining market value, securities as
to which the Trust has a "put" will be valued at the higher of market value or
exercise price); (ii) periodic review by the Trustees of the amount of deviation
as well as methods used to calculate it, and (iii) maintenance of written
records of the procedures, the Trustees considerations made pursuant to them and
any actions taken upon such consideration; the Trustees will consider what steps
should be taken, if any, in the event of a difference of more than 1/2 of 1%
between the two methods of valuation; and (d) the Trustees should take such
action as they deem appropriate to eliminate or reduce, to the extent reasonably
practicable, material dilution or other unfair results to investors or existing
shareholders. Such action may include: selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten the average portfolio
maturity of the Trust; withholding dividends; utilizing a net asset value per
share as determined by using available market quotations or reducing the number
of its outstanding shares. Any reduction of outstanding shares will be effected
by having each shareholder proportionately contribute to the Trust's capital a
number of shares which represent the difference between the amortized cost
valuation and market valuation of the portfolio. Each shareholder will be deemed
to have agreed to such contribution by his or her investment in the Trust.

Active Assets Tax-Free Trust 7
<PAGE>
Should the disposition of a portfolio security result in a dollar-weighted
average portfolio maturity of more than 90 days, the Trust will invest its
available cash in such a manner as to reduce such maturity to 90 days or less as
soon as is reasonably practicable.

At the time the Trust makes the commitment to purchase a Municipal
Obligation on a when-issued or delayed delivery basis, it will record the
transaction and thereafter reflect the value, each day, of the Municipal
Obligation in determining its net asset value. Repurchase agreements are valued
at the face value of the repurchase agreement plus any accrued interest thereon
to date.

An Eligible Security is defined in the Rule to mean a security which: (a)
has a remaining maturity of 397 days or less; (b)(i) is rated in the two highest
short-term rating categories by any two NRSRO's that have issued a short-term
rating with respect to the security or class of debt obligations of the issuer,
or (ii) if only one NRSRO has issued a short-term rating with respect to the
security, then by that NRSRO; (c) was a long-term security at the time of
issuance whose issuer has outstanding a short-term debt obligation which is
comparable in priority and security and has a rating as specified in clause (b)
above; or (d) if no rating is assigned by any NRSRO as provided in clauses (b)
and (c) above, the unrated security is determined by the Board to be of
comparable quality to any such rated security. The Trust will limit its
investments to securities that meet the requirements for Eligible Securities, as
set forth in the prospectus.

Also, as required by the Rule, the Trust will limit its investments in
securities, other than Government securities, so that, at the time of purchase:
(a) except as further limited in (b) below with regard to certain securities, no
more than 5% of its total assets will be invested in the securities of any one
issuer; and (b) with respect to Eligible Securities that have received a rating
in less than the highest category by any one of the NRSROs whose ratings are
used to qualify the security as an Eligible Security, or are determined to be of
comparable quality: (i) no more than 5% in the aggregate of the Trusts total
assets in all such securities, and (ii) no more than the greater of 1% of total
assets, or $1 million, in the securities of any one issuer.

Active Assets Tax-Free Trust 8
<PAGE>
Trust's $1.00 per share net asset value. Such action may include distribution at
any time of part or all of the then accumulated undistributed net realized
capital gains, or reduction or elimination of daily dividends by an amount equal
to part or all of the then accumulated net realized capital losses. However, if
realized losses should exceed the sum of net investment income plus realized
gains on any day, the net asset value per share on that day might decline below
$1.00 per share. In such circumstances, the Trust may reduce or eliminate the
payment of daily dividends for a period of time in an effort to restore the
Trust's $1.00 per share net asset value. A decline in prices of securities could
result in significant unrealized depreciation on a mark to market basis. In
these circumstances, the Trust may reduce or eliminate the payment of dividends
and utilize a net asset value per share as determined by using available market
quotations or reduce the number of its outstanding shares.

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

As stated in the Appendix to the Prospectus, the Trust intends to declare
dividends, payable on each day the New York Stock Exchange is open for business,
of all of its net investment income to shareholders of record as of 12 noon New
York time of the preceding business day.

In computing interest income, the Trust will amortize any premiums and
original issue discounts on securities owned. Capital gains or losses realized
upon sale or maturity of such securities will be based on their amortized cost.

At June 30, 1994, the Trust had capital loss carryovers of approximately
$47,000 available through June 30, 2000. To the extent that this capital loss
carryover is used to offset future gains, it is probable that the gains so
offset will not be distributed to shareholders. Any net capital loss incurred
after October 31 ("post-October losses") within the taxable year is deemed to
arise on the first day of the fund's next taxable year. The Fund incurred and
elected to defer a net capital loss of approximately $12,000 during its fiscal
year ended June 30, 1994.

The Trustees may revise the dividend policy, or postpone the payment of
dividends, if the Trust should have or anticipate any large unexpected expense,
loss or fluctuation in net assets which, in the opinion of the Trustees, might
have a significant adverse effect on shareholders. On occasion, in order to
maintain a constant $1.00 per share net asset value, the Trustees may direct
that the number of outstanding shares be reduced in each shareholder's account.
Such reduction may result in taxable income, if any, to a shareholder in excess
of the net increase (i.e., dividends, less such reductions), if any, in the
shareholder's account for a period. Furthermore, such reduction may be realized
as a capital loss when the shares are liquidated.

As discussed in the Prospectus, the Trust intends to invest a portion of its
assets in certain "private activity bonds" issued after August 7, 1986. As a
result, a portion of the exempt-interest dividends paid by the Trust will be an
item of tax preference for taxable years beginning after December 31, 1986.
Certain corporations which are subject to the alternative minimum tax may also
have to include exempt-interest dividends in calculating their alternative
minimum taxable income in situations where the "adjusted current earnings" of
the corporation exceeds its preadjustment alternative minimum taxable income.

The Trust has qualified and intends to remain qualified as a regulated
investment company under Subchapter M of the Code. If so qualified, the Trust
will not be subject to federal income and excise tax on its net investment
income and capital gains, if any, realized during any fiscal year in which it
distributes such income and capital gains to its shareholders.

Active Assets Tax-Free Trust 9
<PAGE>
incurs no federal income taxes. Exempt-interest dividends are included, however,
in determining what portion, if any, of a person's Social Security benefits are
subject to federal income tax and in certain circumstances may affect the
determination of the supplemental premium applicable to Medicare eligible
individuals.

Alternative minimum taxable income is generally equal to taxable income with
certain adjustments and increased by certain "tax preference items" which may
include a portion of the Trust's dividends as described above. In addition, the
Code further provides that for taxable years beginning in 1990 and thereafter,
corporations are subject to an alternative minimum tax based, in part, on 75% of
any excess of "adjusted current earnings" over taxable income as adjusted for
other tax preferences. Because an exempt-interest dividend paid by the Trust
will be included in adjusted current earnings, a corporate shareholder may
therefore be required to pay an increased alternative minimum tax as the result
of receiving exempt-interest dividends paid by the Trust.

The Superfund Amendments and Reauthorization Act of 1986 (the "Superfund
Act") imposes a deductible tax on a corporation's alternative minimum taxable
income (computed without regard to the alternative tax net operating loss
deduction) at a rate of $12 per $10,000 (0.12%) of alternative minimum taxable
income in excess of $2,000,000. The tax will be imposed for taxable years
beginning after December 31, 1986 and before January 1, 1996. The tax will be
imposed even if the corporation is not required to pay an alternative minimum
tax because the corporation's regular income tax liability exceeds its minimum
tax liability. Exempt-interest dividends paid by the Trust that create
alternative minimum tax preferences for corporate shareholders under the Code
(as described above) may be subject to the tax.

Within 60 days after the end of its fiscal year, the Trust will mail to
shareholders a statement indicating the percentage of the dividend distributions
for such fiscal year which constitutes exempt-interest dividends and the
percentage, if any, that is taxable, and to what extent the taxable portion is
long-term capital gain, short-term capital gain or ordinary income. This
percentage should be applied uniformly to all monthly distributions made during
the fiscal year to determine the proportion of dividends that is tax-exempt. The
percentage may differ from the percentage of tax-exempt dividend distributions
for any particular month.

Shareholders will be subject to federal income tax on dividends paid from
interest income derived from taxable securities and on distributions of realized
net short-term capital gains. Such interest and realized net short-term capital
gains dividends and distributions are taxable to the shareholder as ordinary
dividend income regardless of whether the shareholder receives such
distributions in additional shares or in cash. Distributions of long-term
capital gains, if any, are taxable as long-term capital gains, regardless of how
long the shareholder has held the Fund shares and regardless of whether the
distribution is received in additional shares or cash. Since the Trust's income
is expected to be derived entirely from interest rather than dividends, it is
anticipated that none of such dividend distributions will be eligible for the
federal dividends received deduction available to corporations.

Any loss on the sale or exchange of shares of the Trust which are held for 6
months or less is disallowed to the extent of the amount of any exempt-interest
dividend paid with respect to such shares. Treasury Regulations may provide for
a reduction in such required holding periods.

The Code requires each regulated investment company to pay a nondeductible
4% excise tax to the extent the company does not distribute, during each
calendar year, 98% of its ordinary income, determined on a calendar year basis,
and 98% of its capital gains, determined in general on an October 31 year end,
plus certain undistributed amounts from previous years. The required
distributions, however, are based only on the taxable income of a regulated
investment company such as the Trust, which pays exempt-interest dividends. The
Trust anticipates that it will make sufficient timely distributions to avoid
imposition of the excise tax.

10
Active Assets Tax-Free Trust
<PAGE>
ing shares of the Trust. "Substantial user" is defined generally by Income Tax
Regulation 1.103-11 (b) as including a "non-exempt person" who regularly uses in
a trade or business a part of a facility financed from the proceeds of
industrial development bonds.

From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on municipal securities. Similar proposals may be introduced in the
future. If such a proposal were to be enacted, the availability of tax-exempt
municipal securities for investment by the Trust could be affected. If such
legislation is enacted, the Trust may reevaluate its investment objective and
policies.

The exemption of interest income for federal income tax purposes does not
necessarily result in exemption under the income or other tax laws of any state
or local taxing authority. Thus, shareholders of the Trust may be subject to
state and local taxes on exempt-interest dividends. Shareholders should consult
their tax advisers about the status of dividends from the Trust in their own
states and localities. The Trust will report annually to shareholders the
percentage of interest income received by the Trust during the preceding year on
tax-exempt obligations, indicating, on a state-by-state basis, the source of
such income.

Any dividends or capital gains distributions 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 fund by the exact amount of the dividends or
capital gains distribution. Furthermore, capital gains distributions are, and
some portion of the dividends may be, subject to income tax. If the net asset
value of the shares should be reduced below a shareholder's cost as a result of
the distribution of realized net long-term capital gains, such distribution
would be a return of capital but nonetheless taxable at capital gains rates.
Therefore, an investor should not purchase Trust shares immediately prior to a
distribution record date and sell them immediately thereafter solely for the
purpose of receiving the distribution.

INFORMATION ON COMPUTATION OF YIELD

Active Assets Tax-Free Trust 11
<PAGE>
Yield information may be useful in reviewing the performance of the Trust
and for providing a basis for comparison with other investment alternatives.
However, unlike bank deposits or other investments which typically pay a fixed
yield for a stated period of time, the Trust's yield fluctuates.

Tax-equivalent yield is computed by dividing that portion of the current
yield (calculated as described above) which is tax-exempt by 1 minus a stated
tax rate and adding the quotient to that portion, if any, of the yield of the
Trust that is not tax-exempt.

The Trust's current yield for the seven days ending June 30, 1994 was 2.27%.
The effective annual yield on 2.27% is 2.29%, assuming daily compounding.

Based upon a Federal personal income tax bracket of 39.6%, the Trust's
tax-equivalent yield for the seven days ending June 30, 1994 was 3.76%.
Tax-equivalent yield is computed by dividing that portion of the current yield
(calculated as described above) which is tax-exempt by 1 minus a stated tax rate
and adding the quotient to that portion, if any, of the yield of the Trust that
is not tax-exempt.

Active Assets Tax-Free Trust 12
<PAGE>

STATEMENTS OF ADDITIONAL INFORMATION
AUGUST 22, 1994 [LOGO]

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

Active Assets Money Trust
Active Assets Tax-Free Trust
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust

Two World Trade Center
New York, New York 10048
(212) 392-2550

Active Assets California Tax-Free Trust
<PAGE>
ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Practices and Policies..................................... 3

Investment Restrictions............................................... 6

Special Considerations Relating to California Tax-Exempt Securities... 8

How Net Asset Value is Determined..................................... 11

Dividends, Distributions and Taxes.................................... 13

APPENDIX

Investment Manager.................................................... A-1

Trustees and Officers................................................. A-7

Active Assets California Tax-Free Trust 2
<PAGE>
INVESTMENT PRACTICES AND POLICIES
- --------------------------------------------------------------------------------

PORTFOLIO SECURITIES

TAXABLE SECURITIES. As discussed in the Prospectus, the Trust may invest up
to 20% of its total assets in taxable money market instruments, repurchase
agreements and non-California tax-exempt securities. Investments in taxable
money market instruments would generally be made under any one of the following
circumstances: (a) pending investment proceeds of sale of Trust shares or of
portfolio securities; (b) pending settlement of purchases of portfolio
securities; and (c) to maintain liquidity for the purpose of meeting anticipated
redemptions. Only those non-California tax-exempt securities which satisfy the
standards established for California tax-exempt securities may be purchased by
the Fund.

In addition, the Trust may temporarily invest more than 20% of its total
assets in non-California tax-exempt securities and taxable money market
instruments, or in short-term tax-exempt securities subject to the federal
alternative minimum tax for individual shareholders, to maintain a "defensive"
posture when, in the opinion of the Investment Manager, it is advisable to do so
because of market conditions. The types of taxable money market instruments in
which the Trust may invest are limited to the following short-term fixed-income
securities (maturing in one year or less from the time of purchase): (i)
obligations of the United States Government, its agencies, instrumentalities or
authorities; (ii) commercial paper rated P-1 by Moody's Investors Services, Inc.
("Moody's") or A-1 by Standard & Poor's Corporation ("S&P"); (iii) certificates
of deposit of domestic banks with assets of $1 billion or more; and (iv)
repurchase agreements with respect to portfolio securities.

TAX-EXEMPT SECURITIES. As discussed in the Prospectus, at least 80% of the
Trust's total assets will be invested in California tax-exempt securities
(California Municipal Bonds, California Municipal Notes and California Municipal
Commercial Paper). In regard to the Moody's and S&P ratings discussed in the
Prospectus, it should be noted that the ratings represent the organizations'
opinions as to the quality of the securities which they undertake to rate and
the ratings are general and not absolute standards of quality. For a description
of Municipal Bond, Municipal Note and Municipal Commercial Paper ratings by
Moody's and S&P, see "Information with Respect to Securities Ratings" in the
Appendix to this Statement of Additional Information.

The percentage and rating limitations discussed above and in the Prospectus
apply at the time of acquisition of a security based upon the last previous
determination of the Trust's net asset value; any subsequent change in any
ratings by a rating service or change in percentages resulting from market
fluctuations or other changes in total assets will not require elimination of
any security from the Fund's portfolio.

The payment of principal and interest by issuers of certain Municipal
Obligations purchased by the Trust may be guaranteed by letters of credit or
other credit facilities offered by banks or other financial institutions. Such
guarantees will be considered in determining whether a Municipal Obligation
meets the Trust's investment quality requirements. In addition, some issues may
contain provisions which permit the Trust to demand from the issuer repayment of
principal at some specified period(s) prior to maturity.

MUNICIPAL BONDS. Municipal Bonds, as referred to in the Prospectus, are
debt obligations of a state, its cities, municipalities and municipal agencies
(all of which are generally referred to as "municipalities") which generally
have a maturity at the time of issue of one year or more, and the interest from
which is, in the opinion of bond counsel, exempt from federal income tax. In
addition to these requirements, the interest from California Municipal Bonds
must be, in the opinion of bond counsel, exempt from California personal income
tax. They are issued to raise funds for various public purposes, such as
construction of a wide range of public facilities, to refund outstanding
obligations and to obtain funds for general operating expenses or to loan to
other public institutions and facilities. In addition, certain types of
industrial development bonds and pollution control bonds are issued by or on
behalf of public authorities to provide funding for various privately operated
facilities.

Active Assets California Tax-Free Trust 3
<PAGE>
MUNICIPAL NOTES. Municipal Notes are short-term obligations of
municipalities, generally with a maturity at the time of issuance ranging from
six months to three years, the interest from which is, in the opinion of bond
counsel, exempt from federal income tax. In addition to those requirements, the
interest from California Municipal Notes must be, in the opinion of bond
counsel, exempt from California personal income tax. The principal types of
Municipal Notes include tax anticipation notes, bond anticipation notes, revenue
anticipation notes and project notes, although there are other types of
Municipal Notes in which the Trust may invest. Notes sold in anticipation of
collection of taxes, a bond sale or receipt of other revenues are usually
general obligations of the issuing municipality or agency. Project Notes are
issued by local agencies and are guaranteed by the United States Department of
Housing and Urban Development. Such notes are secured by the full faith and
credit of the United States Government.

MUNICIPAL COMMERCIAL PAPER. Municipal Commercial Paper refers to short-term
obligations of municipalities the interest from which is, in the opinion of bond
counsel, exempt from federal income tax. In addition to those requirements, the
interest from California Commercial Paper must be, in the opinion of bond
counsel, exempt from California personal income tax. It may be issued at a
discount and is sometimes referred to as Short-Term Discount Notes. Municipal
Commercial Paper is likely to be used to meet seasonal working capital needs of
a municipality or interim construction financing and to be paid from general
revenues of the municipality or refinanced with long-term debt. In most cases
Municipal Commercial Paper is backed by letters of credit, lending agreements,
note repurchase agreements or other credit facility agreements offered by banks
or other institutions.

The two principal classifications of Municipal Bonds, Notes and Commercial
Paper are "general obligation" and "revenue" bonds, notes or commercial paper.
General obligation bonds, notes or commercial paper are secured by the issuer's
pledge of its faith, credit and taxing power for the payment of principal and
interest. Issuers of general obligation bonds, notes or commercial paper include
a state, its counties, cities, towns and other governmental units. Revenue
bonds, notes or commercial paper are payable from the revenues derived from a
particular facility or class of facilities or, in some cases, from specific
revenue sources. Revenue bonds, notes or commercial paper are issued for a wide
variety of purposes, including the financing of electric, gas, water and sewer
systems and other public utilities; industrial development and pollution control
facilities; single and multi-family housing units; public buildings and
facilities; air and marine ports; transportation facilities such as toll roads,
bridges and tunnels; and health and educational facilities such as hospitals and
dormitories. They rely primarily on user fees to pay debt service, although the
principal revenue source is often supplemented by additional security features
which are intended to enhance the creditworthiness of the issuer's obligations.
In some cases, particularly with respect to revenue bonds issued to finance
housing and public buildings, a direct or implied "moral obligation" of a
governmental unit may be pledged to the payment of debt service. In other cases,
a special tax or other charge may augment user fees.

Issuers of these obligations are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Act, and laws, if any, which may be enacted by
Congress or any state extending the time for payment of principal or interest,
or both, or imposing other constraints upon enforcement of such obligations or
upon municipalities to levy taxes. There is also the possibility that as a
result of litigation or other conditions the power or ability of any one or more
issuers to pay, when due, principal of and interest on its, or their, Municipal
Bonds, Municipal Notes and Municipal Commercial Paper may be materially
affected.

PORTFOLIO MANAGEMENT

The interest rate payable on a variable rate obligation is adjusted either
at predesignated periodic intervals and on floating rate Municipal Obligations
whenever there is a change in the market rate of interest on which the interest
rate payable is based. Other features may include the right whereby the

Active Assets California Tax-Free Trust 4
<PAGE>
Trust may demand prepayment of the principal amount of the obligation prior to
its stated maturity (a "demand feature") and the right of the issuer to prepay
the principal amount prior to maturity. The principal benefit of a variable rate
Municipal Obligation is that the interest rate adjustment minimizes changes in
the market value of the obligation. As a result, the purchase of variable rate
and floating rate Municipal Obligations could enhance the ability of the Trust
to maintain a stable net asset value per share (see "How Net Asset Value is
Determined' in the Prospectus). The principal benefit to the Trust of purchasing
obligations with a demand feature is that liquidity, and the ability of the
Trust to obtain repayment of the full principal amount of a Municipal Obligation
prior to maturity, is enhanced.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. As stated in the Prospectus,
the Trust may purchase tax-exempt securities on a when-issued or delayed
delivery basis. When such transactions are negotiated, the price is fixed at the
time of commitment, but delivery and payment can take place a month or more
after the date of the commitment. While the Trust will only purchase securities
on a when-issued or delayed delivery basis with the intention of acquiring the
securities, the Trust 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 Trust makes the commitment to purchase a Municipal Obligation on a
when-issued or delayed delivery basis, it will record the transaction and
thereafter reflect the value, each day, of the Municipal Obligation in
determining its net asset value. The Trust will also establish a segregated
account with its custodian bank in which it will maintain liquid assets such as
cash, U.S. government securities or other appropriate high grade debt
obligations equal in value to commitments for such when-issued or delayed
delivery securities. The Trust does not believe that its net asset value or
income will be adversely affected by its purchase of Municipal Obligations on a
when-issued or delayed delivery basis.

REPURCHASE AGREEMENTS. When cash may be available for only a few days, it
may be invested by the Trust in repurchase agreements until such time as it may
otherwise be invested or used for payments of obligations of the Trust. These
agreements, which may be viewed as a type of secured lending by the Trust,
typically involve the acquisition by the Trust of debt securities from a selling
financial institution such as a bank, savings and loan association or
broker-dealer. The agreement provides that the Trust will sell back to the
institution, and that the institution will repurchase, the underlying security
("collateral"), which is held by the Trust's Custodian, at a specified price and
at a fixed time in the future, which is usually not more than seven days from
the date of purchase. The Trust will accrue interest from the institution until
the time when the repurchase is to occur. Although such date is deemed by the
Trust to be the maturity date of a repurchase agreement, the maturities of
securities subject to repurchase agreements are not subject to any limits and
may exceed one year.

While repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Trust follows procedures designed to
minimize such risks. These procedures include effecting repurchase transactions
only with large, well capitalized and well established financial institutions,
whose financial condition will be continually monitored. In addition, the value
of the collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned on the
repurchase agreement. Such collateral will consist of Government securities or
"Eligible Securities" (as described under the caption "How Net Asset Value is
Determined") rated in the highest grade by a nationally recognized statistical
rating organization (a "NRSRO") whose ratings qualify the collateral as an
Eligible Security. In the event of a default or bankruptcy by a selling
financial institution, the Trust will seek to liquidate such collateral.
However, the exercise of the Trust's right to liquidate such collateral could
involve certain costs or delays and, to the extent that proceeds from any sale
upon a default of the obligation to repurchase were less than the repurchase
price, the Trust could suffer a loss. It is the current policy of the Trust not
to invest in repurchase agreements that do not mature within seven days if any
such investment, together with any other illiquid asset held by the Trust,
amount to more than 10% of its total assets. The Trust's investments in
repurchase agreements may, at times, be substantial when, in the view of the
Trust's investment manager, liquidity or other considerations warrant. The Trust
has not to date and has no intention to enter into any repurchase agreements
during the coming fiscal year.

Active Assets California Tax-Free Trust 5
<PAGE>
PUT OPTIONS. The Trust may purchase securities together with the right to
resell them to the seller at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
commonly known as a "put," and the aggregate price which the Trust pays for
securities with puts may be higher than the price which otherwise would be paid
for the securities. Consistent with the Trust's investment objectives and
subject to the supervision of the Board of Trustees, the primary purpose of this
practice is to permit the Trust to be fully invested in securities the interest
on which is exempt from Federal and California personal income tax, while
preserving the necessary flexibility and liquidity to purchase securities on a
when-issued basis, to meet unusually large redemptions and to purchase at a
later date securities other than those subject to the put. The Trust's policy
is, generally, to exercise the puts on their expiration date, when the exercise
price is higher than the current market price for the related securities. Puts
may be exercised prior to the expiration date in order to fund obligations to
purchase other securities or to meet redemption requests. These obligations may
arise during periods in which proceeds from sales of Trust shares and from
recent sales of portfolio securities are insufficient to meet such obligations
or when the funds available are otherwise allocated for investment. In addition,
puts may be exercised prior to their expiration date in the event the Investment
Manager revises its evaluation of the creditworthiness of the issuer of the
underlying security. In determining whether to exercise puts prior to their
expiration date and in selecting which puts to exercise in such circumstances,
the Investment Manager considers, among other things, the amount of cash
available to the Trust, the expiration dates of the available puts, any future
commitments for securities purchases, the yield, quality and maturity dates of
the underlying securities, alternative investment opportunities and the
desirability of retaining the underlying securities in the Trust's portfolio.

The Trust values securities which are subject to puts at their amortized
cost and values the put, apart from the security, at zero. Thus, the cost of the
put will be carried on the Trust's books as an unrealized loss from the date of
acquisition and will be reflected in realized gain or loss when the put is
exercised or expires. Since the value of the put is dependent on the ability of
the put writer to meet its obligation to repurchase, the Trust's policy is to
enter into put transactions only with municipal securities dealers who are
approved by the Trust's Board of Trustees. Each dealer will be approved on its
own merits and it is the Trust's general policy to enter into put transactions
only with those dealers which are determined to present minimal credit risks. In
connection with such determination, the Board of Trustees will review, among
other things, the ratings, if available, of equity and debt securities of such
municipal securities dealers, their reputations in the municipal securities
markets, the net worth of such dealers and their efficiency in consummating
transactions. Bank dealers normally will be members of the Federal Reserve
System, and other dealers will be members of the National Association of
Securities Dealers, Inc. or members of a national securities exchange. The Board
has directed the Investment Manager not to enter into put transactions with, and
to exercise outstanding puts of, any municipal securities dealer which, in the
judgment of the Investment Manager, ceases at any time to present a minimal
credit risk. In the event that a dealer should default on its obligation to
repurchase an underlying security, the Trust is unable to predict whether all or
any portion of any loss sustained could be subsequently recovered from such
dealer. The Trust has not to date and has no intention to purchase put options
during the coming fiscal year.

INVESTMENT RESTRICTIONS
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Active Assets California Tax-Free Trust 6
<PAGE>
amended (the "Act"). Such a majority is defined in the Act as the lesser of (a)
67% or more of the shares present at a Meeting of Shareholders of the Trust, if
the holders of more than 50% of the outstanding shares of the Trust are present
or represented by proxy at the meeting, or (b) more than 50% of the outstanding
shares of the Trust. For purposes of the following restrictions and those
recited in the Prospectus: (a) an "issuer" of a security is the entity whose
assets and revenues are committed to the payment of interest and principal on
that particular security, provided that the guarantee of a security will be
considered a separate security; (b) a "taxable security" is any security the
interest on which is subject to federal income tax; and (c) all percentage
limitations apply immediately after a purchase or initial investment, and any
subsequent change in any applicable percentage resulting from market
fluctuations or other changes in total or net assets does not require
elimination of any security from the portfolio.

The term "bank obligations" as referred to in Investment Restriction 3 in
the Prospectus refers to short-term obligations (including certificates of
deposit and bankers' acceptances) of banks (including domestic branches of
foreign banks) subject to regulation by the U.S. Government and having total
assets of $1 billion or more, and instruments secured by such obligations, not
including obligations of foreign branches of domestic banks.

The Trust may not:

1. Invest in common stock.

2. Invest in securities of any issuer if, to the knowledge of the
Trust, any officer or trustee of the Trust or any officer or director of the
Investment Manager owns more than 1/2 of 1% of the outstanding securities of
such issuer, and such officers, trustees and directors who own more than 1/2
of 1% own in the aggregate more than 5% of the outstanding securities of
such issuer.

3. Purchase or sell real estate or interests therein, although it may
purchase securities secured by real estate or interests therein.

4. Purchase or sell commodities or commodity futures contracts.

5. Purchase oil, gas or other mineral leases, rights or royalty
contracts, or exploration or development programs.

6. Write, purchase or sell puts, calls, or combinations thereof except
that it may acquire rights to resell Municipal Obligations at an agreed upon
price and at or within an agreed upon time.

7. Purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization or acquisition of
assets.

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

9. Pledge its assets or assign or otherwise encumber them except to
secure borrowings effected within the limitations set forth in restriction
(8). To meet the requirements of regulations in certain states, the Trust,
as a matter of operating policy but not as a fundamental policy, will limit
any pledge of its assets to 10% of its net assets so long as shares of the
Trust are being sold in those states.

10. Issue senior securities as defined in the Act except insofar as the
Trust may be deemed to have issued a senior security by reason of: (a)
purchasing any securities on a when-issued or delayed delivery basis; or (b)
borrowing money in accordance with restrictions described above.

11. Make loans of money or securities, except: (a) by the purchase of
debt obligations in which the Trust may invest consistent with its
investment objective and policies; and (b) by investment in repurchase
agreements.

12. Make short sales of securities.

Active Assets California Tax-Free Trust 7
<PAGE>
13. Purchase securities on margin, except for such short-term loans as
are necessary for the clearance of purchases of portfolio securities.

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

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

SPECIAL CONSIDERATIONS RELATING TO CALIFORNIA TAX-EXEMPT SECURITIES
- --------------------------------------------------------------------------------

The Trust will be affected by any political, economic or regulatory
developments affecting the ability of California issuers to pay interest or
repay principal on their obligations. Various developments regarding the
California Constitution and State statutes which limit the taxing and spending
authority of California governmental entities may impair the ability of
California issuers to maintain debt service on their obligations. The following
information constitutes only a brief summary and is not intended as a complete
description.

In 1978, Proposition 13, an amendment to the California Constitution was
approved, limiting real property valuation for property tax purposes and the
power of local governments to increase real property tax revenues and revenues
from other sources. Legislation adopted after Proposition 13 provided for
assistance to local governments, including the redistribution of the
then-existing surplus in the General Fund, reallocation of revenues to local
governments, and assumption by the State of certain local government
obligations. However, more recent legislation reduced such state assistance.
There can be no assurance that any particular level of State aid to local
governments will be maintained in future years. In NORDLINGER V. HAHN, the
United States Supreme Court upheld certain provisions of Proposition 13 against
claims that it violated the equal protection clause of the Constitution.

In 1979, an amendment was passed adding Article XIIIB to the State
Constitution. As amended in 1990, Article XIIIB imposes an "appropriations
limit" on the spending authority of the State and local government entities. In
general, the appropriations limit is based on certain 1985-86 expenditures,
adjusted annually to reflect changes in the cost of living, population and
certain services provided by State and local government entities.
"Appropriations limit" does not include appropriations for qualified capital
outlay projects, certain increases in transportation-related taxes, and certain
emergency appropriations.

If a government entity raises revenues beyond its "appropriations limit" in
any year, a portion of the excess which cannot be appropriated within the
following year's limit must be returned to the entity's taxpayers within two
subsequent fiscal years, generally by a tax credit, refund or temporary
suspension of tax rates or fee schedules. "Debt service" is excluded from these
limitations, and is defined as "appropriations required to pay the cost of
interest and redemption charges, including the funding of any reserve or sinking
fund required in connection therewith, on indebtedness existing or legally
authorized as of January 1, 1979 or on bonded indebtedness thereafter approved
[by the voters]." In addition, Article XIIIB requires the State Legislature to
establish a prudent State reserve, and to require the transfer of 50% of excess
revenue to the State School Fund; any amounts allocated to the State School Fund
will increase the appropriations limit.

In June 1982, the voters of California passed two initiative measures to
repeal the California gift and inheritance tax laws and to enact, in lieu
thereof, California death taxes. California voters also passed an initiative
measure to increase, for taxable years commencing on or after January 1, 1982,
the amount to account for the effects of inflation. Decreases in State and local
revenues in future fiscal years as a consequence of these initiatives may result
in reductions in allocations of State revenues to California issuers or in the
ability of California issuers to pay their obligations.

In 1986, California voters approved an initiative statute known as
Proposition 62. This initiative (i) requires that any tax for general
governmental purposes imposed by local governments be approved by resolution or
ordinance adopted by a two-thirds vote of the governmental entity's legislative
body and

Active Assets California Tax-Free Trust 8
<PAGE>
by a majority vote of the electorate of the governmental entity, (ii) requires
that any special tax (defined as tax levied for other than general governmental
purposes) imposed by a local governmental entity be approved by a two-thirds
vote of the voters within that jurisdiction, (iii) restricts the use of revenues
from a special tax to the purposes or for the service for which the special tax
was imposed, (iv) prohibits the imposition of ad valorem taxes on real property
by local governmental entities except as permitted by the Proposition 13
amendment, (v) prohibits the imposition of transaction taxes and sales taxes on
the sale of real property by local governments, (vi) requires that any tax
imposed by a local government on or after August 1, 1985, be ratified by a
majority vote of the electorate within two years of the adoption of the
initiative or be terminated by November 15, 1989, (vii) requires that, in the
event a local government fails to comply with the provisions of this measure, a
reduction of the amount of property tax revenue allocated to such local
government occurs in an amount equal to the revenues received by such entity
attributable to the tax levied in violation of the initiative, and (vii) permits
these provisions to be amended exclusively by the voters of the State of
California.

In September 1988, the California Court of Appeals in CITY OF WESTMINSTER V.
COUNTY OF ORANGE held that Proposition 62 is unconstitutional to the extent that
it requires a general tax by a general city law enacted on or after August 1,
1985, and prior to the effective date of Proposition 62, to be subject to
approval by a majority of voters. The Court held that the California
Constitution prohibits the imposition of a requirement that local tax measures
be submitted to the electorate by either referendum or initiative. It is not
possible to predict the impact of this decision on charter cities, on special
taxes or on new taxes imposed after the effective date of Proposition 62.

In November 1988, California voters approved Proposition 98. This initiative
requires that revenues in excess of amounts permitted to be spent and which
would otherwise be returned by revision of tax rates or fee schedules, be
transferred and allocated (up to a maximum of 40%) to the State School Fund and
be expended solely for purposes of instructional improvement and accountability.
No such transfer or allocation of funds will be required if certain designated
state officials determine that annual student expenditures and class size meet
certain criteria as set forth in Proposition 98. Any funds allocated to the
State School Fund shall cause the appropriation limits to be annually increased
for any such allocation made in the prior year. Proposition 98 also requires the
State of California to provide a minimum level of funding for public schools and
community colleges. The initiative permits the enactment of legislation, by on a
two-thirds vote, to suspend the minimum funding requirement for one year.

On November 3, 1992, voters approved an initiative statute, Proposition 163,
which exempts certain food products, including candy and other snack foods, from
California's sales tax. The sales tax had been broadened to include those items
as part of the 1991-92 budget legislation. The State Legislative Analyst
estimates a resultant revenue reduction of $300-$330 million per year.

Active Assets California Tax-Free Trust 9
<PAGE>

The State is a party to numerous legal proceedings, many of which normally
occur in governmental operations. In addition, the State is involved in certain
other legal proceedings that, if decided against the State, might require the
State to make significant future expenditures or impair future revenue sources.
Two such court cases may upset California's budgetary balance. In 1992-93 and
1993-94, the State met part of its Proposition 98 commitment to education
through $1.8 billion in off-book loans. These loans were held to be illegal in a
lower court decision, CALIFORNIA TEACHERS ASSOCIATION V. GOULD. If this decision
is upheld on appeal, the schools will not be required to repay these loans, and
the officially recognized 1994-95 year-end deficit would increase by $1.8
billion. In July, 1994, a federal appeals court invalidated the Bush
Administration's approval of a 5.8% welfare benefits cut imposed in December,
1992. The ruling could also nullify a further 2.7% reduction approved in 1993
and a 2.3% reduction scheduled to go into effect in September, 1994. It has been
estimated that, if the ruling is upheld on appeal, it could cost the State up to
$175 million per year in additional welfare benefit payments.

California is the most populous state in the nation with a total population
at the 1990 census of 29,976,000. Growth has been incessant since World War II,
with population gains in each decade since 1950 of between 18% and 48%. During
the last decade, population rose 20%. The State now comprises 12% of the
nation's population and 13.3% of its total personal income. Its economy is broad
and diversified with major concentrations in high technology research and
manufacturing, aerospace and defense-related manufacturing, trade, real estate,
and financial services.

Since 1990, California has faced the worst economic, fiscal and budget
conditions since the 1930's. After experiencing strong growth throughout much of
the 1980's, the State was adversely affected by the national recession and
cutbacks in aerospace and defense spending, both of which have had a severe
impact on the economy in Southern California. The State's tax revenue experience
clearly reflects sharp declines in employment, income and retail sales on a
scale not seen in over fifty years. Although the national economic recovery
continued at a strong pace in the first quarter of 1994, California is still
experiencing the effects of the recession. However, the State's budget for
fiscal year 1994-95 assumes that the State will begin to recover from
recessionary conditions in 1994, with a modest upturn in 1994 and continuing in
1995.

On July 8, 1994, the Governor signed into law a $57.5 billion budget which,
among other things: (a) reduces welfare grants and aid to families and to the
aged, blind and disabled, and (b) relies on the State's ability to obtain $2.8
billion in new reimbursement from the federal government for the State's cost of
serving illegal immigrants. Although the State legislature has passed a standby
measure which could trigger automatic budget reductions if the state's fiscal
condition worsens over the next two years, the stability of the budget would be
jeopardized if the state is unable to obtain the hoped-for federal funds.

Because of the State of California's continuing budget problems, the State's
General Obligation bonds were downgraded in July 1994 from Aa to A1 by Moody's,
to A from A+ by Standard & Poor's, and from AA to A by Fitch Investors Service,
Inc. All three rating agencies expressed uncertainty in the State's ability to
balance its budget by 1996.

Active Assets California Tax-Free Trust 10
<PAGE>

On January 17, 1994, Northridge, California experienced an earthquake that
registered 6.7 on the Richter Scale resulting in significant property damage to
private and public facilities throughout Los Angeles and Ventura Counties, and
to parts of Orange and San Bernardino Counties. The effected portions of the
counties were declared to be federal and state disaster areas. The total damage
is estimated to be between $13 billion and $20 billion. The cost to federal,
state and local government is estimated to be $11.6 billion with the State's and
local governments' share estimated to be $1.9 billion and $135 million,
respectively. In mid-February 1994, Congress approved an earthquake relief
package totaling about $8.6 billion, bringing total federal support to $9.5
billion. The California legislature approved $2 billion in bond refinancing in
mid-March 1994 for earthquake recovery costs and seismic safety improvements.
However, the bond issue was rejected by California voters in the June 1994
election. It now appears that the state will pay for its share of the recovery
costs through a reallocation of existing funds and borrowing from the federal
government.

The bipartisan Commission on State Finance believes that, although it may
carry long-term implications for the City of Los Angeles, the earthquake will
not derail the state's economic recovery.

HOW NET ASSET VALUE IS DETERMINED
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Active Assets California Tax-Free Trust 11
<PAGE>
based upon available market quotations with respect to such portfolio securities
(for the purpose of determining market value, securities as to which the Trust
has a "put" will be valued at the higher of market value or exercise price);
(ii) periodic review by the Trustees of the amount of deviation as well as
methods used to calculate it, and (iii) maintenance of written records of the
procedures, the Trustees' considerations made pursuant to them and any actions
taken upon such consideration; the Trustees will consider what steps should be
taken, if any, in the event of a difference of more than 1/2 of 1% between the
two methods of valuation; and (d) the Trustees should take such action as they
deem appropriate to eliminate or reduce, to the extent reasonably practicable,
material dilution or other unfair results to investors or existing shareholders.
Such action may include: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten the average portfolio maturity of
the Trust; withholding dividends; utilizing a net asset value per share as
determined by using available market quotations or reducing the number of its
outstanding shares. Any reduction of outstanding shares will be effected by
having each shareholder proportionately contribute to the Trust's capital a
number of shares which represent the difference between the amortized cost
valuation and market valuation of the portfolio. Each shareholder will be deemed
to have agreed to such contribution by his or her investment in the Trust.

The Rule further requires that the Trust limit its investments to U.S.
dollar-denominated instruments which the Trustees determine present minimal
credit risks and which are Eligible Securities (as defined below). The Rule also
requires the Trust to maintain a dollar-weighted average portfolio maturity (not
more than 90 days) appropriate to its objective of maintaining a stable net
asset value of $1.00 per share and precludes the purchase of any instrument with
a remaining maturity of more than 397 days. Should the disposition of a
portfolio security result in a dollar-weighted average portfolio maturity of
more than 90 days, the Trust will invest its available cash in such a manner as
to reduce such maturity to 90 days or less as soon as is reasonably practicable.

Generally, for purposes of the procedures adopted under the Rule, the
maturity of a portfolio instrument is to be deemed the period remaining
(calculated from the trade date or such other date on which the Trust's interest
in the instrument is subject to market action) until the date noted on the face
of the instrument as the date on which the principal amount must be paid, or in
the case of an instrument called for redemption, the date on which the
redemption payment must be made.

An Eligible Security is defined in the Rule to mean a security which: (a)
has a remaining maturity of thirteen months or less; (b) (i) is rated in the two
highest short-term rating categories by any two NRSROs that have issued a
short-term rating with respect to the security or class of debt obligations of
the issuer, or (ii) if only one NRSRO has issued a short-term rating with
respect to the security, then by that NRSRO; (c) was a long-term security at the
time of issuance whose issuer has outstanding a short-term debt obligation which
is comparable in priority and security and has a rating as specified in clause
(b) above; or (d) if no rating is assigned by any NRSRO as provided in clauses
(b) and (c) above, the unrated security is determined by the Board to be of
comparable quality to any such rated security.

Active Assets California Tax-Free Trust 12
<PAGE>
Also, as required by the Rule, the Trust will limit its investments in
securities, other than Government securities, so that, at the time of purchase:
(a) except as further limited in (b) below with regard to certain securities, no
more than 5% (10% if a guarantee) of its total assets will be invested in the
securities of any one issuer; and (b) with respect to Eligible Securities that
have received a rating in less than the highest category by any one of the
NRSROs whose ratings are used to qualify the security as an Eligible Security,
or determined to be of comparable quality: (i) no more than 5% will be invested
in the aggregate of the Trust's total assets in all such securities, and (ii) no
more than the greater of 1% of total assets, or $1 million, will be invested in
the securities of any one issuer.

The Trust will manage its portfolio in an effort to maintain a constant
$1.00 per share price, but it cannot assure that the value of its shares will
never deviate from the $1.00 price. Since dividends from net investment income
are declared and reinvested on a daily basis, the net asset value per share,
under ordinary circumstances, is likely to remain constant. Realized and
unrealized gains and losses will not be distributed on a daily basis but will be
reflected in the Trust's net asset value. The amount of such gains and losses
will be considered by the Trustees in determining the action to be taken to
maintain the Trust's $1.00 per share net asset value. Such action may include
distribution at any time of part or all of the then accumulated undistributed
net realized capital gains, or reduction or elimination of daily dividends by an
amount equal to part or all of the then accumulated net realized capital losses.
However, if realized losses should exceed the sum of net investment income plus
realized gains on any day, the net asset value per share on that day might
decline below $1.00 per share. In such circumstances, the Trust may reduce or
eliminate the payment of daily dividends for a period of time in an effort to
restore the Trust's $1.00 per share net asset value. A decline in prices of
securities could result in significant unrealized depreciation on a mark to
market basis. In these circumstances, the Trust may reduce or eliminate the
payment of dividends and utilize a net asset value per share as determined by
using available market quotations or reduce the number of its outstanding
shares.

DIVIDENDS, DISTRIBUTIONS AND TAXES
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At June 30, 1994, the Trust had a net capital loss carryover of
approximately $16,000 which will be available through June 30, 2002 to offset
future capital gains to the extent provided by regulations. 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 Trust's next taxable
year. The Trust incurred and elected to defer net capital losses of
approximately $900 during its fiscal year ended June 30, 1994.

Active Assets California Tax-Free Trust 13
<PAGE>
income, if any, to a shareholder in excess of the net increase (i.e., dividends,
less such reductions), if any, in the shareholder's account for a period.
Furthermore, such reduction may be realized as a capital loss when the shares
are liquidated.

As discussed in the Prospectus, the Trust intends to qualify to pay
"exempt-interest dividends" to its shareholders by maintaining, as of the close
of each of its taxable years, at least 50% of its assets in tax-exempt
securities. An exempt-interest dividend is that part of a dividend distribution
made by the Trust which consists of interest received by the Trust on tax-exempt
securities upon which the shareholder incurs no federal income taxes.
Exempt-interest dividends are included, however, in determining what portion, if
any, of a person's Social Security benefits are subject to federal income tax
and in certain circumstances may affect the determination of the supplemental
premium applicable to Medicare eligible individuals.

Active Assets California Tax-Free Trust 14
<PAGE>
regardless of how long the shareholder has held the Fund shares and regardless
of whether the distribution is received in additional shares or cash. Since the
Trust's income is expected to be derived entirely from interest rather than
dividends, it is anticipated that none of such dividend distributions will be
eligible for the federal dividends received deduction available to corporations.

The Code requires each regulated investment company to pay a nondeductible
4% excise tax to the extent the company does not distribute, during each
calendar year, 98% of its ordinary income, determined on a calendar year basis,
and 98% of its capital gains, determined in general on an October 31 year end,
plus certain undistributed amounts from previous years. The required
distributions, however, are based only on the taxable income of a regulated
investment company such as the Trust, which pays exempt-interest dividends. The
Trust anticipates that it will make sufficient timely distributions to avoid
imposition of the excise tax.

Interest on indebtedness incurred or continued by a shareholder to purchase
or carry shares of the Trust is not deductible. Furthermore, entities or persons
who are "substantial users" (or related persons) of facilities financed by
industrial development bonds should consult their tax advisers before purchasing
shares of the Trust. "Substantial user" is defined generally by Income Tax
Regulation 1.103-11 (b) as including a "non-exempt person" who regularly uses in
a trade or business a part of a facility financed from the proceeds of
industrial development bonds.

To the extent that dividends are derived from interest on California
tax-exempt securities and on certain U.S. government securities, such dividends
will also be exempt from California personal income taxes. Under California law,
a fund which qualifies as a regulated investment company must have at least 50%
of its total assets invested in California state and local issues, and in U.S.
obligations which, if held by an individual, would pay interest excludable from
income or in a combination of such obligations at the end of each quarter of its
taxable year in order to be eligible to pay dividends to California residents
which will be exempt from California personal income taxes. Unlike federal law,
California law provides that no portion of the exempt-interest dividends will
constitute an item of tax preference for California personal income alternative
minimum tax purposes. In addition, unlike federal law, the California personal
income tax does not apply to any portion of an individual's Social Security
benefits.

For California personal income tax purposes, distributions paid from capital
gains are taxable as ordinary income. In addition, unlike federal law, the
shareholders of the Trust will not be subject to tax, or receive a credit for
taxes paid by the Trust, on undistributed capital gains, if any. Under the
California Revenue and Taxation Code, interest on indebtedness incurred or
continued to purchase or carry shares of an investment company paying
exempt-interest dividends, such as the Trust, will not be deductible by the
investor for state personal income tax purposes.

Active Assets California Tax-Free Trust 15
<PAGE>
The foregoing relates to federal income taxation and to California personal
income taxation as in effect as of the date of the Prospectus. Distributions
from interest income and capital gains, including exempt-interest dividends, may
be subject to California franchise taxes if received by a corporation doing
business in California, to state taxes in states other than California and to
local taxes.

INFORMATION ON COMPUTATION OF YIELD

The Trust's current yield for the seven days ended June 30, 1994 was 2.02%.
The effective annual yield on 2.02% is 2.04%, assuming daily compounding.

Based upon a combined Federal and California personal income tax bracket of
46.24%, the Trust's tax-equivalent yield for the seven days ended June 30, 1994
was 3.76%. Tax-equivalent yield is computed by dividing that portion of the
current yield (calculated as described above) which is tax-exempt by 1 minus a
stated tax rate and adding the quotient to that portion, if any, of the yield of
the Trust that is not tax-exempt.

Active Assets California Tax-Free Trust 16
<PAGE>

STATEMENTS OF ADDITIONAL INFORMATION
AUGUST 22, 1994 [LOGO]

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

Active Assets Money Trust
Active Assets Tax-Free Trust
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust

Two World Trade Center
New York, New York 10048
(212) 392-2550

Active Assets Government Securities Trust
<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Practices and Policies..................................... 3

Investment Restrictions............................................... 4

How Net Asset Value is Determined..................................... 5

Dividends, Distributions and Taxes.................................... 7

APPENDIX

Investment Manager.................................................... A-1

Trustees and Officers................................................. A-7

2
Active Assets Government Securities Trust
<PAGE>
INVESTMENT PRACTICES AND POLICIES
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS. As discussed in the Prospectus, the Trust may enter
into repurchase agreements with financial institutions. The Trust follows
certain procedures, adopted by its Trustees, designed to minimize the risks
inherent in such agreements. These procedures include effecting repurchase
transactions only with large, well capitalized and well established financial
institutions whose financial condition will be continuously monitored. In
addition, the value of the collateral underlying the repurchase agreement will
always be at least equal to the repurchase price, including any accrued interest
earned on the repurchase agreement. Such collateral will consist of Government
securities or "Eligible Securities" (as described under the caption "How Net
Asset Value is Determined") rated in the highest grade by a nationally
recognized statistical rating organization (a "NRSRO") whose ratings qualify the
collateral security as an "Eligible Security". In the event of a default or
bankruptcy by a selling financial institution, the Trust will seek to liquidate
such collateral. However, the exercising of the Trust's right to liquidate such
collateral could involve certain costs or delays and, to the extent that
proceeds from any sale upon a default of the obligation to repurchase were less
than the repurchase price, the Trust could suffer a loss. It is the current
policy of the Trust not to invest in repurchase agreements that do not mature
within seven days if any such investment, together with any other illiquid
assets held by the Trust, amounts to more than 10% of its total assets. The
Trust's investments in repurchase agreements may at times be substantial when,
in the view of the Trust's investment manager, liquidity or other considerations
warrant.

REVERSE REPURCHASE AGREEMENTS. The Trust may also use reverse repurchase
agreements as part of its investment strategy, but to date has not entered into
nor does it have any intention of entering into any such agreements. Reverse
repurchase agreements involve sales by the Trust of portfolio assets
concurrently with an agreement by the Trust to repurchase the same assets at a
later date at a fixed price. Generally, the effect of such a transaction is that
the Trust can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while
it will be able to keep the interest income associated with those portfolio
securities. Such transactions are only advantageous if the interest cost to the
Trust of the reverse repurchase transaction is less than the cost of otherwise
obtaining the cash. Opportunities to achieve this advantage may not always be
available, and the Trust intends to use the reverse repurchase technique only
when it will be to its advantage to do so. The Trust will establish a segregated
account with its custodian bank in which it will maintain cash or cash
equivalents or other portfolio securities equal in value to its obligations with
respect to reverse repurchase agreements. Reverse repurchase agreements are
considered borrowings by the Trust.

LENDING OF PORTFOLIO SECURITIES. Subject to investment restriction (11)
below, the Trust may lend portfolio securities to brokers, dealers and financial
institutions provided that cash equal to at least 100% of the market value of
the securities loaned is deposited by the borrower with the Trust and is
maintained each business day in a segregated account pursuant to applicable
regulations. While such securities are on loan, the borrower will pay the Trust
any income accruing thereon, and the Trust may invest the cash collateral in
portfolio securities, thereby earning additional income. The Trust will not lend
its portfolio securities if such loans are not permitted by the laws or
regulations of any state in which its shares are qualified for sale and will not
lend more than 10% of the value of its total assets. The creditworthiness of
firms to which the Trust lends its portfolio securities will be monitored on an
ongoing basis. Loans would be subject to termination by the Trust in the normal
settlement time, currently two business days after notice, or by the borrower on
one day's notice. Borrowed securities must be returned when the loan is
terminated. Any gain or loss in the market price of the borrowed securities
which occurs during the term of the loan inures to the Trust and its
shareholders. The Trust may pay reasonable finders, borrowers, administrative,
and custodial fees in connection with a loan. During its fiscal year ended June
30, 1994, the Trust did not lend any of its portfolio securities and it has no
intention of doing so in the foreseeable future.

3
Active Assets Government Securities Trust
<PAGE>
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. As discussed in the
Prospectus, from time to time, in the ordinary course of business, the Trust may
purchase securities on a when-issued or delayed delivery basis--i.e., delivery
and payment can take place a month or more after the date of the transaction.
While the Trust will only purchase securities on a when-issued or delayed
delivery basis with the intention of acquiring the securities, the Trust may
sell the securities before the settlement date, if it is deemed advisable. The
securities so purchased or sold are subject to market fluctuations and no
interest accrues to the purchaser during this period. At the time the Trust
makes the commitment to purchase securities on a when-issued or delayed delivery
basis, it will record the transaction and thereafter reflect the value, each
day, of such security in determining its net asset value. At the time of
delivery of the securities, the value may be more or less than the purchase
price. The Trust will also establish a segregated account with its custodian
bank in which it will maintain cash or cash equivalents or other portfolio
securities equal in value to commitments for such when-issued or delayed
delivery securities.

The foregoing strategies, and those discussed in the Prospectus under the
heading "Investment Objectives and Policies," may subject the Trust to the
effects of interest rate fluctuations to a greater extent than would occur if
such strategies were not used. While the strategies listed above may be used by
the Trust if, in the opinion of the Investment Manager, they will be
advantageous to the Trust, the Trust will be free to reduce or eliminate its
activity in any of those areas without changing its fundamental investment
policies. Certain provisions of the Internal Revenue Code, related regulations,
and rulings of the Internal Revenue Service may also have the effect of reducing
the extent to which the previously cited techniques may be used by the Trust,
either individually or in combination. Furthermore, there is no assurance that
any of these strategies or any other strategies and methods of investment
available to the Trust will result in the achievement of its objectives.

The Trust will attempt to balance its objectives of security of principal,
high current income and liquidity by investing in securities of varying
maturities and risks. The Trust will not, however, invest in securities with an
effective maturity of more than one year. The amounts invested in obligations of
various maturities of one year or less will depend on management's evaluation of
the risks involved. Longer-term U.S. Government issues, while generally paying
higher interest rates, are subject to greater fluctuations in value resulting
from general changes in interest rates than shorter-term issues. Thus, when
rates on new securities increase, the value of outstanding securities may
decline, and vice versa. Such changes may also occur, to a lesser degree, with
short-term issues. These changes, if realized, may cause fluctuations in the
amount of daily dividends and, in extreme cases, could cause the net asset value
per share to decline. In the event of unusually large redemption demands, such
securities may have to be sold at a loss prior to maturity, or the Trust might
have to borrow money and incur interest expense. Either occurrence would
adversely impact upon the amount of daily dividend and could result in a decline
in daily net asset value per share or the redemption by the Trust of shares held
in a shareholder's account. The Trust will attempt to minimize these risks by
investing in relatively longer-term securities when it appears to management
that yields on such securities are not likely to increase substantially during
the period of expected holding, and then only in securities which are readily
marketable. However, there can be no assurance that the Trust will be successful
in achieving this objective.

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

The Trust 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 Trust as defined in the Investment
Company Act of 1940, as amended (the "Act"). Majority is defined in the Act as
the lesser of (a) sixty-seven percent or more of the shares present at a meeting
of shareholders, if the holders of more than fifty percent of the outstanding
shares of the Trust are present or represented by proxy, or (b) more than fifty
percent of the outstanding shares of the Trust.

4
Active Assets Government Securities Trust
<PAGE>
These restrictions provide that the Trust may not:

1. Purchase common stocks, preferred stocks, warrants, other equity
securities, corporate bond debentures, state bonds, municipal bonds or
industrial revenue bonds;

2. 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,
including reverse repurchase agreements, may not exceed 20%, and borrowing
for purposes other than meeting redemptions may not exceed 5% of the value
of the Trust's total assets (including the amount borrowed), less
liabilities (not including the amount borrowed) at the time the borrowing is
made;

3. 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;

4. Sell securities short or purchase securities on margin;

5. Write or purchase put or call options;

6. Underwrite the securities of other issuers or purchase securities
with contractual or other restrictions on resale;

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

8. Make loans to others except through the purchase of qualified debt
obligations, loans of portfolio securities and entry into repurchase
agreements referred to under "Investment Practices and Policies" above and
"Investment Objectives and Policies" in the Prospectus;

9. Issue senior securities as defined in the Act except insofar as the
Trust may be deemed to have issued a senior security by reason of: (a)
entering into any repurchase or reverse repurchase agreement; (b) borrowing
money in accordance with restrictions described above; or (c) lending
portfolio securities;

10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets;
and

11. Lend its portfolio securities in excess of 10% of its total assets,
taken at value. Any loans of portfolio securities will be made according to
guidelines established by the Trustees, including maintenance of collateral
of the borrower equal at all times to the current market value of the
securities loaned.

HOW NET ASSET VALUE IS DETERMINED
- --------------------------------------------------------------------------------

5
Active Assets Government Securities Trust
<PAGE>
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Trust would receive if it sold the
instrument. During such periods the yield to investors in the Trust may differ
somewhat from that obtained in a similar company which uses mark to market
values for all its portfolio securities. For example, if the use of amortized
cost resulted in a lower (higher) aggregate portfolio value on a particular day,
a prospective investor in the Trust would be able to obtain a somewhat higher
(lower) yield than would result from investment in such a similar company and
existing investors would receive less (more) investment income. The purpose of
this method of calculation is to facilitate the maintenance of a constant net
asset value per share of $1.00.

The Trust's use of the amortized cost method to value its portfolio
securities and the maintenance of the per share net asset value of $1.00 is
permitted pursuant to Rule 2a-7 of the Act (the "Rule"), and is conditioned on
its compliance with various conditions including: (a) the Trustees are
obligated, as a particular responsibility within the overall duty of care owed
to the Trust's shareholders, to establish procedures reasonably designed, taking
into account current market conditions and the Trust's investment objectives, to
stabilize the net asset value per share as computed for the purpose of
distribution and redemption at $1.00 per share; (b) (i) the procedures include
calculation, at such intervals as the Trustees determine are appropriate and as
are reasonable in light of current market conditions, of the deviation, if any
between net asset value per share using amortized cost to value portfolio
securities and net asset value per share based upon available of market
quotations with respect to such portfolio securities; (ii) periodic review by
the Trustees of the amount of deviation as well as methods used to calculate it;
and (iii) maintenance of written records of the procedures, the Trustees'
considerations made pursuant to them and any actions taken upon such
considerations; (c) the Trustees should consider what steps should be taken, if
any, in the event of a difference of more than 1/2 of 1% between the two methods
of valuation; and (d) the Trustees should take such action as they deem
appropriate (such as shortening the average portfolio maturity, realizing gains
or losses or, as provided by the Declaration of Trust, reducing the number of
the outstanding shares of the Trust) to eliminate or reduce to the extent
reasonably practicable material dilution or other unfair results to investors or
existing shareholders. Any reduction of outstanding shares will be effected by
having each shareholder proportionately contribute to the Trust's capital the
necessary shares that represent the amount of excess upon such determination.
Each shareholder will be deemed to have agreed to such contribution in these
circumstances by investment in the Trust. See "Dividends, Distributions and
Taxes" for a discussion of the tax effect of such a reduction.

An Eligible Security is defined in the Rule to mean a security which: (a)
has a remaining maturity of thirteen months or less; (b) (i) is rated in the two
highest short-term rating categories by any two NRSRO's that have issued a
short-term rating with respect to the security or class of debt obligations of
the issuer, or (ii) if only one NRSRO has issued a short-term rating with
respect to the security, then by that NRSRO; (c) was a long-term security at the
time of issuance whose issuer has outstanding a short-term debt obligation which
is comparable in priority and security and has a rating as specified in clause
(b) above; or (d) if no rating is assigned by any NRSRO as provided in clauses
(b) and (c) above, the unrated security is determined by the Board to be of
comparable quality to any such rated security.

6
Active Assets Government Securities Trust
<PAGE>
As permitted by the Rule, the Board has delegated to the Trust's Investment
Manager, subject to the Board's oversight pursuant to guidelines and procedures
adopted by the Board, the authority to determine which securities present
minimal credit risks and which unrated securities are comparable in quality to
rated securities.

Also, as required by the Rule, the Trust will limit its investments in
securities, other than Government securities, so that, at the time of purchase:
(a) except as further limited in (b) below with regard to certain securities, no
more than 5% of its total assets will be invested in the securities of any one
issuer; and (b) with respect to Eligible Securities that have received a rating
in less than the highest category by any one of the NRSROs whose ratings are
used to qualify the security as an Eligible Security, or determined to be of
comparable quality: (i) no more than 5% in the aggregate of the Trust's total
assets in all such securities, and (ii) no more than the greater of 1% of total
assets, or $1 million, in the securities of any one issuer.

The Rule further requires that the Trust limit its investments to
instruments which the Trustees determine present minimal credit risks. The Rule
also requires the Trust to maintain a dollar-weighted average portfolio maturity
(not more than 90 days) appropriate to its objective of maintaining a stable net
asset value of $1.00 per share and precludes the purchase of any instrument with
a remaining maturity of more than one year. Should the disposition of a
portfolio security result in a dollar-weighted average portfolio maturity of
more than 90 days, the Trust is required to invest its available cash in such a
manner as to reduce such maturity to 90 days or less as soon as reasonably
practicable.

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

As discussed in the Appendix to the Prospectus, the Trust intends to declare
dividends payable on each day the New York Stock Exchange is open for business
of all of its daily net investment income and net short-term capital gains, if
any, to shareholders of record as of 12 Noon New York time of the preceding
business day. Net income, for dividend purposes, includes accrued interest and
amortization of original issue and market discount, plus or minus any short-term
gains or losses realized on sales of portfolio securities, less the amortization
of market premium and the estimated expenses of the Trust. Net income will be
calculated immediately prior to the determination of net asset value per share
of the Trust.

The Trustees may revise the dividend policy, or postpone the payment of
dividends, if the Trust should have or anticipate any large unexpected expense,
loss or fluctuation in net assets which, in the opinion of the Trustees, might
have a significant adverse effect on shareholders. On occasion, in order to
maintain a constant $1.00 per share net asset value, the Trustees may direct
that the number of outstanding shares be reduced in each shareholder's account.
Such reduction may result in taxable income to a shareholder in excess of the
net increase (i.e., dividends, less such reductions), if any, in the
shareholder's account for a period. Furthermore, such reduction may be realized
as a capital loss when the shares are liquidated.

The Trust has qualified and intends to remain qualified as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). If so qualified, the Trust will not be subject to federal
income and excise taxes provided that it distributes all of its taxable net
investment income and all of its net realized gains.

7
Active Assets Government Securities Trust
<PAGE>
Shareholders will be subject to federal income tax on dividends paid from
interest income derived from taxable securities and on distributions of realized
net short-term capital gains. Such interest and realized net short-term capital
gains dividends and distributions are taxable to the shareholder as ordinary
dividend income regardless of whether the shareholder receives such
distributions in additional shares or in cash. Since the Trust's income is
expected to be derived entirely from interest rather than dividends, none of
such dividends/distributions will be eligible for the federal dividends received
deduction available to corporations.

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

INFORMATION ON COMPUTATION OF YIELD

The Trust's current yield for the seven days ended June 30, 1994 was 3.44%.
The effective annual yield on 3.44% is 3.50%, assuming daily compounding.

8
Active Assets Government Securities Trust
<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1993
- ------------------------------------------------

<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Investments in:
Securities, at value.................... $ 447,214,785
Repurchase agreements................... 61,639,000
-------------
(amortized cost $508,853,785) (Note
1)..................................... 508,853,785
Cash...................................... 553
Interest receivable....................... 45,378
Prepaid expenses.......................... 91,064
-------------
TOTAL ASSETS........................ 508,990,780
-------------
LIABILITIES:
Payable for:
Shares of beneficial interest
repurchased............................ 124
Investment management fee (Note 2)...... 232,860
Plan of distribution fee (Note 3)....... 46,813
Accrued expenses (Note 4)................. 128,825
-------------
TOTAL LIABILITIES................... 408,622
-------------
NET ASSETS:
Paid in capital........................... 508,581,843
Accumulated undistributed net investment
income.................................. 315
-------------
NET ASSETS.......................... $ 508,582,158
-------------
-------------
NET ASSET VALUE PER SHARE, 508,581,843 $1.00
shares outstanding (unlimited shares -------------
authorized of $.01 par value)........... -------------
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1993
- ------------------------------------------------

<TABLE>
<S> <C>
INVESTMENT INCOME:
INTEREST INCOME.............................. $18,282,151
-----------
EXPENSES
Investment management fee (Note 2).......... 2,699,656
Plan of distribution management fee (Note
3)......................................... 534,925
Transfer agent fees and expenses (Note 4)... 125,529
Registration fees........................... 90,879
Professional fees........................... 55,508
Shareholder reports and notices............. 37,317
Trustees' fees and expenses................. 35,450
Custodian fees.............................. 32,356
Other....................................... 8,391
-----------
TOTAL EXPENSES.......................... 3,620,011
-----------
NET INVESTMENT INCOME AND NET INCREASE
IN NET ASSETS RESULTING FROM
OPERATIONS........................... $14,662,140
-----------
-----------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
JUNE 30, 1993 JUNE 30, 1992
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income and net increase in net assets resulting from operations....... $14,662,140 $24,485,081
Dividends to shareholders from net investment income................................... (14,661,925) (24,485,502)
Net decrease from transactions in shares of beneficial interest (Note 5)............... (24,855,698) (63,660,393)
------------- -------------
Total decrease..................................................................... (24,855,483) (63,660,814)
NET ASSETS:
Beginning of period.................................................................... 533,437,641 597,098,455
------------- -------------
END OF PERIOD (including undistributed net investment income of $315 and $100,
respectively)......................................................................... $508,582,158 $533,437,641
------------- -------------
------------- -------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

9
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION AND ACCOUNTING POLICIES--Active Assets Government Securities
Trust (the "Trust") was organized as a Massachusetts business trust on March 30,
1981 and is registered under the Investment Company Act of 1940, as amended (the
"Act"), as a diversified, open-end management investment company. The Trust
commenced operations on July 7, 1981.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS--Portfolio securities are valued at amortized
cost, which approximates market value.

D. DIVIDENDS TO SHAREHOLDERS--Dividends to shareholders are recorded by the
Trust as of the close of the Trust's business day.

E. REPURCHASE AGREEMENTS--The Trust's custodian takes possession on behalf
of the Trust of the collateral pledged for investments in repurchase
agreements. It is the policy of the Trust to value the underlying collateral
daily on a mark-to-market basis to determine that the value, including
accrued interest, is at least equal to the repurchase price plus accrued
interest. In the event of default of the obligation to repurchase, the Trust
has the right to liquidate the collateral and apply the proceeds in
satisfaction of the obligation.

2. INVESTMENT MANAGEMENT AGREEMENT--Pursuant to an Investment Management
Agreement (the "Agreement") with Dean Witter InterCapital Inc. (the "Investment
Manager"), formerly the InterCapital Division of Dean Witter Reynolds Inc., the
Trust pays its Investment Manager a management fee, calculated daily and payable
monthly, by applying the following annual rates to the net assets of the Trust
determined as of the close of the Trust's business day: 0.50% of the portion of
the daily net assets not exceeding $500 million; 0.425% of the portion of the
daily net assets exceeding $500 million but not exceeding $750 million; 0.375%
of the portion of the daily net assets exceeding $750 million but not exceeding
$1 billion; 0.35% of the portion of the daily net assets exceeding $1 billion
but not exceeding $1.5 billion; 0.325% of the portion of the daily net assets
exceeding $1.5 billion but not exceeding $2 billion; 0.30% of the portion of the
daily net assets exceeding $2 billion but not exceeding $2.5 billion; and 0.275%
of the portion of the daily net assets exceeding $2.5 billion but not exceeding
$3 billion; and 0.25% of the portion of the daily net assets exceeding $3
billion. Under the terms of the Agreement, in addition to managing the Trust's
investments, the Investment Manager maintains certain of the Trust's books and
records and furnishes office space and facilities, equipment, clerical,
bookkeeping and certain legal services, and pays the salaries of all personnel,
including officers of the Trust who are employees of the Investment Manager. The
Investment Manager also bears the cost of telephone services, heat, light, power
and other utilities provided to the Trust.

10
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
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 Trust.

The Trust is authorized to reimburse the Distributor for specific expenses
the Distributor incurs or plans to incur in promoting the distribution of the
Trust's shares. The amount of each monthly reimbursement payment may in no event
exceed an amount equal to a payment at the average annual rate of .15 of 1% of
the Trust's average daily net assets during the month. For the year ended June
30, 1993 the distribution fee established by the Trustees and accrued was at the
average annual rate of .10 of 1%.
4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES--The cost of
purchases and the proceeds from sales/maturities of portfolio securities for the
year ended June 30, 1993 aggregated $5,875,599,109 and $5,917,150,708,
respectively.

On April 1, 1991 the Trust established an unfunded noncontributory defined
benefit pension plan covering all independent Trustees of the Trust who will
have served as an independent Trustee for at least five years at the time of
retirement. Benefits under this Plan are based on years of service and
compensation during the last five years of service. Aggregate pension cost for
the year ended June 30, 1993, included in Trustees' fees and expenses in the
Statement of Operations, amounted to $13,850. At June 30, 1993, the Trust had an
accrued pension liability of $33,183 which is included in accrued expenses in
the Statement of Assets and Liabilities.

Dean Witter Trust Company ("DWTC"), an affiliate of the Investment Manager
and the Distributor, is the Trust's transfer agent. During the year ended June
30, 1993, the Trust incurred transfer agent fees and expenses of $125,529 with
DWTC, of which $37,798 was payable at June 30, 1993.
5. SHARES OF BENEFICIAL INTEREST--Transactions in shares of beneficial
interest, at $1.00 per share, were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
JUNE 30, 1993 JUNE 30, 1992
----------------- -----------------
<S> <C> <C>
Shares sold...................................................................... 1,936,859,703 1,713,435,628
Shares issued in reinvestment of dividends....................................... 14,650,953 24,466,847
----------------- -----------------
1,951,510,656 1,737,902,475
Shares repurchased............................................................... (1,976,366,354) (1,801,562,868)
----------------- -----------------
Net decrease in shares outstanding............................................... (24,855,698) (63,660,393)
----------------- -----------------
----------------- -----------------
</TABLE>

6. SELECTED PER SHARE DATA AND RATIOS--See the "Financial Highlights" table on
page 3 of this Prospectus.

11
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
PORTFOLIO OF INVESTMENTS JUNE 30, 1993
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT (IN DESCRIPTION AND ON DATE OF
THOUSANDS) MATURITY DATE PURCHASE VALUE
- ----------- --------------------------------------------------------------------------- -------------- -------------
<C> <S> <C> <C>
U.S. GOVERNMENT OBLIGATIONS (10.3%)
$ 53,000 U.S. Treasury Bills
(Amortized Cost $52,534,924)
7/29/93 to 11/18/93........................................................ 3.16 to 3.54% $ 52,534,924
-------------
U.S. GOVERNMENT AGENCIES (77.6%)
106,470 Federal Farm Credit Bank
7/1/93 to 9/10/93.......................................................... 2.98 to 3.17 106,283,698
110,410 Federal Home Loan Banks
7/26/93 to 1/24/94......................................................... 3.02 to 3.53 109,522,899
19,340 Federal Home Loan Mortgage Corp.
7/14/93 to 7/26/93......................................................... 3.06 to 3.11 19,304,469
124,000 Federal National Mortgage Association
7/9/93 to 2/15/94.......................................................... 3.07 to 3.55 122,656,484
37,075 Tennessee Valley Authority
7/21/93 to 9/15/93......................................................... 3.04 to 3.17 36,912,311
-------------
TOTAL U.S. GOVERNMENT AGENCIES (AMORTIZED COST $394,679,861)............................... 394,679,861
-------------
REPURCHASE AGREEMENTS (12.1%)
15,300 Bear Stearns & Co. Inc. 7/7/93............................................. 3.15 15,300,000
[dated 6/8/93; proceeds $15,338,824 collateralized by $15,325,969 Federal
National Mortgage Association 7% due 2/1/00 valued at $15,966,595]
16,770 Dillon Read & Co. 7/1/93................................................... 3.30 16,770,000
[dated 6/30/93; proceeds $16,771,537 collateralized by $16,500,000 United
States Treasury Note 5 7/8% due 5/15/95 valued at $17,180,625]
15,000 First Boston Corp. 7/2/93.................................................. 3.15 15,000,000
[dated 6/23/93; proceeds $15,011,813 collateralized by $14,635,249 Federal
National Mortgage Association 7 1/2% due 10/1/07 valued at $15,340,668]
14,569 Goldman Sachs & Co. 7/7/93................................................. 3.15 14,569,000
[dated 6/29/93; proceeds $14,579,198 collateralized by $14,277,221 Federal
National Mortgage Association 7% due 4/1/99 valued at $14,874,009]
-------------
TOTAL REPURCHASE AGREEMENTS
(AMORTIZED COST $61,639,000)............................................. 61,639,000
-------------
</TABLE>

<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS (AMORTIZED COST $508,853,785)(A)............................... 100.0% 508,853,785
LIABILITIES IN EXCESS OF CASH AND OTHER ASSETS................................... (0.0) (271,627)
--------- -------------
NET ASSETS....................................................................... 100.0% $ 508,582,158
--------- -------------
--------- -------------
</TABLE>

- ------------
(A) COST IS THE SAME FOR FEDERAL INCOME TAX PURPOSES.

12
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Trustees of Active Assets Government Securities 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 selected per share data and ratios (appearing in
the "Financial Highlights" table on page 3 of this Prospectus) present fairly,
in all material respects, the financial position of Active Assets Government
Securities Trust (the "Trust") at June 30, 1993, 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 selected per share data and ratios for each of
the ten years in the period then ended, in conformity with generally accepted
accounting principles. These financial statements and selected per share data
and ratios (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities owned at June 30, 1993 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
August 4, 1993

13
ACTIVE ASSETS GOVERNMENT SECURITIES TRUST
<PAGE>
APPENDIX
- --------------------------------------------------------------------------------

This Appendix constitutes part of the Statements of Additional Information
of the Active Assets Money Trust (the "Money Trust"), the Active Assets Tax-Free
Trust (the "Tax-Free Trust"), the Active Assets California Tax-Free Trust (the
"California Tax-Free Trust") and the Active Assets Government Securities Trust
(the "Government Securities Trust"). The Money Trust, the Tax-Free Trust, the
California Tax-Free Trust and the Government Securities Trust are referred to in
this Appendix collectively as the "Trusts". Unless otherwise indicated, the
information set forth herein is applicable to each Trust.

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 Trusts' Investment Manager. InterCapital is a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC") a Delaware corporation. The
daily management of the Trusts and research relating to the Trusts' portfolios
is conducted by or under the direction of officers of the Trusts and of the
Investment Manager, subject to review of investments by the Trusts' Trustees. In
addition, Trustees of the Trusts 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 also serves as investment manager (or investment advisor and
administrator) of the following investment companies: Dean Witter Liquid Asset
Fund Inc., InterCapital Income Securities Inc., 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
American Value Fund, Dean Witter Dividend Growth Securities Inc., Dean Witter
Natural Resource Development Securities Inc., 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, 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, High Income Advantage
Trust III, Dean Witter Capital Growth Securities, Dean Witter European Growth
Fund, Inc., Dean Witter New York Municipal Money Market Trust, 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, InterCapital Insured Municipal Bond Trust, InterCapital Insured
Municipal Trust, InterCapital Quality Municipal Investment Trust, Dean Witter
Diversified Income Trust, InterCapital Quality Municipal Income Trust,
InterCapital California Insured Municipal Income Trust, Dean Witter Global
Dividend Growth Securities, Dean Witter Limited Term Municipal Trust, Dean
Witter Health Sciences Trust, Dean Witter Retirement Series, Dean Witter Premier
Income Trust, Dean Witter Short-Term U.S. Treasury Trust, InterCapital Quality
Municipal Securities, InterCapital California Quality Municipal Securities,
InterCapital New York Quality Municipal Securities, InterCapital Insured
Municipal Income Trust, InterCapital Insured Municipal Securities, InterCapital
Insured California Municipal Securities, Dean Witter Short-Term Bond Fund, Dean
Witter Global Utilities Fund, Dean Witter National Municipal Trust, Dean Witter
High Income Securities, Dean Witter International SmallCap Fund, Dean Witter
Mid-Cap Growth Fund, Dean Witter Intermediate Income Securities, Municipal
Income Trust, Municipal Income Trust II, Municipal Income Trust III, Municipal
Income Opportunities Trust, Municipal Income Opportunities Trust II, Prime
Income Trust, Municipal Income Opportunities Trust III and Municipal Premium
Income Trust. The foregoing investment companies, together with the Trusts, 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 Term

A-1
<PAGE>

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

The Investment Manager also serves as an investment adviser for Dean Witter
World Wide Investment Fund, an investment company organized under the laws of
Luxembourg. The shares of this company may not be offered in the United States
or purchased by American citizens outside the United States.

The Trusts have entered into separate Investment Management Agreements (the
"Agreements") with the Investment Manager. Pursuant to the Agreements, the
Trusts have retained the Investment Manager to manage the investment of each of
the Trusts' 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 Trusts in a manner consistent with their investment objectives and
policies.

Under the terms of the Agreements, in addition to managing the Trusts'
investments, the Investment Manager maintains certain of the Trusts' books and
records and furnishes, at its own expense, such office space, facilities,
equipment, clerical help and bookkeeping services as the Trusts may reasonably
require in the conduct of business. In addition, the Investment Manager pays the
salaries of all personnel, including officers of the Trusts 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 Trusts.
Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and DWSC, DWSC began to provide the administrative services to the
Trusts 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 any of the
Agreements or by Dean Witter Distributors Inc. ("Distributors or the
Distributor"), the Distributor of the Trusts' shares (see "Plan and Agreement of
Distribution" below and in the Prospectus), will be paid by the Trusts. The
expenses borne by the Trusts include, but are not limited to: charges and
expenses of any registrar, custodian, stock transfer and dividend disbursing
agent; brokerage commissions; taxes; engraving and printing share certificates,
if any; registration costs of the Trusts and their 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
Trusts and supplements thereto to the Trusts' 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 Trusts' portfolio
securities; fees and expenses of legal counsel, including counsel to the
Trustees who are not interested persons of the Trusts or of the Investment
Manager and independent accountants; membership dues of industry associations;
interest on Trust borrowings; postage; insurance premiums on property or
personnel (including officers and trustees) of the Trusts which inure to the
Trusts' 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 Trusts' operation.

As full compensation for the services and facilities furnished to the Trusts
and Trust expenses assumed by the Investment Manager, the Trusts each pay the
Investment Manager monthly compensation calculated daily by applying the
following annual rates to the net assets of the respective Trust, determined as
of the close of each business day: 0.50% of the portion of the daily net assets
not

A-2
<PAGE>

exceeding $500 million; 0.425% of the portion of the daily net assets exceeding
$500 million but not exceeding $750 million; 0.375% of the portion of the daily
net assets exceeding $750 million but not exceeding $1 billion; 0.35% of the
portion of the daily net assets exceeding $1 billion but not exceeding $1.5
billion; 0.325% of the portion of the daily net assets exceeding $1.5 billion
but not exceeding $2 billion; 0.3% of the portion of the daily net assets
exceeding $2 billion but not exceeding $2.5 billion; 0.275% of the portion of
the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and
0.25% of the portion of the daily net assets exceeding $3 billion. The Money
Trust accrued to the Investment Manager compensation in the amounts of
$12,693,259, $12,588,084 and $13,025,495 during the fiscal years ended June 30,
1992, June 30, 1993 and June 30, 1994, respectively. The Tax-Free Trust accrued
to the Investment Manager compensation in the amounts of $5,854,412, $5,846,579
and $6,138,744 for the fiscal years ended June 30, 1992, June 30, 1993 and June
30, 1994, respectively. The California Tax-Free Trust accrued to the Investment
Manager compensation in the amounts of $256,945, $908,488 and $1,328,271 for the
fiscal period ended June 30, 1992 and the fiscal years ended June 30, 1993 and
June 30, 1994, respectively. The Government Securities Trust accrued to the
Investment Manager compensation in the amounts of $2,810,187, $2,699,656 and
$2,594,882 for the fiscal years ended June 30, 1992, June 30, 1993 and June 30,
1994, respectively.

Under the Agreements, total operating expenses of each Trust, exclusive of
taxes, interest, brokerage fees and extraordinary expenses (to the extent
permitted by applicable state securities laws and regulations), are subject to
applicable limitations under rules and regulations of states where each Trust is
authorized to sell its shares. Therefore, such expenses are effectively subject
to the most restrictive of such limitations as the same may be amended from time
to time. Presently, the most restrictive limitation is as follows: 2 1/2% of the
first $30,000,000 of average daily net assets, 2% of the next $70,000,000 of
average daily net assets and 1 1/2% of any excess over $100,000,000 of average
daily net assets. Under the Agreements, if in any fiscal year such operating
expenses exceed this limitation, the Investment Manager will reimburse the
Trust(s) for the amount of such excess. Such amount, if any, will be calculated
daily and credited on a monthly basis. During the fiscal years ended June 30,
1992, June 30, 1993 and June 30, 1994 the expenses of Money Trust, Tax-Free
Trust, California Tax-Free Trust and Government Securities Trust did not exceed
this limitation or the then existing most restrictive limitation.

The Agreements provide 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 Trusts or any of their investors for any
act or omission by the Investment Manager or for any losses sustained by the
Trusts or their investors. The Agreements in no way restrict the Investment
Manager from acting as investment manager or adviser to others.

The Agreements between Money Trust, Tax-Free Trust and Government Securities
Trust and the Investment Manager were initially approved by the Trustees on
January 18, 1983 and were approved by the shareholders of the respective Trusts
on March 17, 1983 and March 18, 1983. Pursuant to their terms, these Agreements
remained in effect until October 31, 1984 and were continued from year to year
thereafter, as the continuance of each Agreement was approved at least annually
by the vote of a majority, as defined in the Investment Company Act of 1940 (the
"Act"), of the outstanding voting securities of the Trust or by the Trustees of
the Trust, provided that in either event such continuance was approved annually
by the vote of a majority of the Trustees who were not parties to the Agreement
or "interested persons" (as defined in the Act) of any such party ("the
Independent Trustees"), which vote was cast in person at a meeting called for
the purpose of voting on such approval.

At their meeting held on April 29, 1992, which was specifically called for
the purpose of voting on the approval of the continuance of the Agreements, the
Trustees, including a majority of the non-interested Trustees as described
above, voted to continue the current Agreements until April 30, 1993. These
Agreements may be terminated at any time, without penalty, on thirty days'
notice, by the Trustees of the Trust, by the holders of a majority, as defined
in the Act, of the Trust's shares, or by the Investment Manager. These
Agreements will automatically terminate in the event of their assignment (as
defined in the Act).

A-3
<PAGE>

At their meetings held on October 30, 1992, the Trustees, including all of
the Independent Trustees, of Money Trust, Tax-Free Trust and Government
Securities Trust approved the assumption of the rights and duties of Dean Witter
(InterCapital's predecessor as the Trust's Investment Manager) under the
Agreements by InterCapital, upon the internal reorganization of Dean Witter
Reynolds Inc. ("Dean Witter") (which reorganization took place in January,
1993). At the same meetings, the Trustees approved new investment management
agreements to take effect upon the spin-off by Sears, Roebuck and Co. ("Sears")
of its remaining shares of DWDC. This spin-off was consummated on June 30, 1993,
whereupon the new agreements took effect. The new investment management
agreements are substantially identical in all material respects to the
Agreements. The approvals of the Trustees were subsequently ratified by the
shareholders of Money Trust, Tax-Free Trust Government Securities Trust at
Special Meetings held on January 12, 1993. Subsequently, at their meetings held
on April 8, 1994, the Trustees approved the continuance of the Agreements until
April 30, 1995.

The Agreement between California Tax-Free Trust and the Investment Manager
was approved by the Trustees on July 18, 1991 and by Dean Witter as the sole
shareholder on October 4, 1991. Under its terms, this Agreement remained in
effect until April 30, 1993, and will continue in effect from year to year
thereafter, provided continuance of each Agreement is approved at least annually
by the vote of a majority, as defined in the Act, of the outstanding voting
securities of the Trust or by the Trustees of the Trust, provided that in either
event such continuance is approved annually by the vote of a majority of the
Independent Trustees of the California Tax-Free Trust, which vote must be cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement may, be terminated at any time, without penalty, on thirty day's
notice, by the Trustees of the California Tax-Free Trust, by the holders of a
majority, as defined in the Act, of the California Tax-Free Trust's shares, or
by the Investment Manager. The Agreement will automatically terminate in the
event of its assignment (as defined in the Act).

At its meeting held on October 30, 1992, the Trustees of California Tax-Free
Trust, including all of the Independent Trustees, approved the assumption by
InterCapital of Dean Witter's rights and duties under the Agreement (which
assumption took place upon the reorganization referred to above, and a new
investment management agreement identical in all material respects to the
Agreement) to take effect upon the spin-off described above. At their Special
Meeting held on January 13, 1993, the shareholders of California Tax-Free Trust
approved the Agreement's continuation as well as the aforementioned assumption
of rights and duties and the new investment management agreement (which went
into effect on June 30, 1993). Subsequently, at their meetings held on April 8,
1994, the Trustees approved the continuance of the Agreement until April 30,
1995.

The Investment Manager has paid the organizational expenses of the
California Tax-Free Trust incurred prior to the offering of its shares. The
California Tax-Free Trust has reimbursed the Investment Manager for such
expenses in an amount of approximately $46,500. The California Tax-Free Trust
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
its operations.

PLAN OF DISTRIBUTION

As discussed in the Prospectus, each Trust has entered into a Distribution
Agreement with Dean Witter Distributors Inc. (the "Distributor") in connection
with the continuous offering of the shares of the Trust. The Distribution
Agreements obligate the Distributor to pay certain expenses in connection with
the offering of the shares of the Trust, including costs involved in the
distribution of prospectuses and periodic reports to investors, the cost of
other supplementary sales literature and advertising costs.

The Distributor has entered into selected dealer agreements with Dean
Witter, which through its own sales organization sells shares of the Trusts. The
Distributor, a Delaware corporation, is an indirect wholly-owned subsidiary of
DWDC. The Trustees who are not, and were not at the time they voted, interested
persons of the Trusts, as defined in the Act (the "Independent Trustees"),
approved, at their meeting held on October 30, 1992, Distribution Agreements
appointing the Distributor as exclusive distributor of the Trusts' shares and
providing for the Distributor to bear distribution expenses not borne by the
Trusts. At the same meeting, the Trustees of the Trusts, including all of the
Independent Trustees,

A-4
<PAGE>

approved new Distribution Agreements between the Trusts and the Distributor, to
take effect upon the spin-off by Sears. The new Distribution Agreements are
substantively identical to the current Distribution Agreements in all material
respects, except for the dates of effectiveness. By their terms, the
Distribution Agreements have initial terms ending April 30, 1994, and provide
that they will remain in effect from year to year thereafter if approved by the
Trustees. At their meetings held on April 8, 1994, the Trustees, including all
of the Independent Trustees, voted to approve the continuance of the
Distribution Agreements until April 30, 1995.

As discussed in the Appendix to the Prospectuses, the Trusts have each
adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the
Act. The adoptions of the Plans of Money Trust, Tax-Free Trust, and Government
Securities Trust were made on March 21, 1983. These respective Plans were
initially approved by the Trustees of the respective Trusts on January 18, 1983
and by the respective Trust's shareholders on March 17, 1983 and March 18, 1983.
The Plan of California Tax-Free Trust was adopted by the Trustees of the Trust
on July 18, 1991 and by DWR, as sole shareholder, on October 4, 1991, whereupon
it went into effect. On April 29, 1992, the Trustees approved continuance of
these Plans until April 30, 1993. In all instances, the vote of the respective
Trustees included a majority of the Trustees who are not and were not at the
time of their votes interested persons of the Trust and who have and had no
direct or indirect financial interest in the operation of the Plan (the
"Independent 12b-1 Trustees"), cast in person at meetings called for the purpose
of voting on such Plans and Agreements. The California Tax-Free Trust has
undertaken, in its Registration Statement, to seek subsequent shareholder
approval of the Plan at its first Annual or Special Meeting of Shareholders held
after the effective date of the Registration Statement of which this Statement
of Additional Information is a part.

At their meetings held on October 30, 1992, the Trustees of the Trusts,
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 referred to above the share distribution
activities theretofore performed for the Trusts by Dean Witter were assumed by
the Distributor, and Dean Witter's sales activities are now being performed
pursuant to the terms of a selected dealer agreement between the Distributor and
Dean Witter. The amendments provide that payments under the Plans will be made
to the Distributor rather than to Dean Witter, as before the amendment, and that
the Distributor in turn is authorized to make payments to Dean Witter, its
affiliates or other selected broker-dealers (or direct that the Trusts pay such
entities directly). The Distributor is also authorized to retain part of such
payments as compensation for its own distribution-related expenses. This amended
Plan was approved by the shareholders of California Tax-Free Trust at their
meeting held on January 13, 1993.

Under the respective Plans, the Distributor has expanded the nature of its
promotional activities on behalf of the respective Trusts and used its best
efforts to foster additional sales of Trust shares. The respective Plans provide
that the Distributor bears the expense of all promotional and distribution
related activities on behalf of the respective Trusts, except for expenses that
the respective Trustees determine to reimburse, as described below. The
following activities and services may be provided by the Distributor under the
respective Plans: (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
shares; (3) expenses incurred in connection with promoting sales of shares of
the Trust; (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.

Dean Witter account executives are paid an annual residual commission,
currently a gross residual of up to 0.10% 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 Dean Witter to
its account executives and Dean Witter's expenses associated with the servicing
of shareholder's accounts, including the expenses of operating Dean Witter's
branch offices in connection with the

A-5
<PAGE>
servicing of shareholder's 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 serving of shareholder accounts.

Each Trust is authorized to reimburse the Distributor for specific expenses
the Distributor incurs or plans to incur in promoting the distribution of the
respective Trust's shares. Reimbursement is made through monthly payments in
such amounts determined in advance of each fiscal quarter by the respective
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 .15 of 1% of the Trust's average daily net assets during the
month. No interest or other financing charges will be incurred by Dean Witter
for which reimbursement payments under the Plan will be made. In making
quarterly determinations of the amounts that may be expended by each Trust, the
Distributor provides, and the respective Trustees review, a quarterly budget of
projected incremental distribution expenses to be incurred on behalf of each
Trust, together with a report explaining the purposes and anticipated benefits
of incurring such expenses. The respective Trustees determine which particular
expenses, and the portions thereof, that may be borne by each Trust, and in
making such determination shall consider the scope of the Distributor's
commitment to promoting the distribution of the respective Trusts' shares.

Money Trust, Tax-Free Trust, California Tax-Free Trust and Government
Securities Trust accrued $3,816,058, $1,444,689, $261,619 and $515,023,
respectively, to the Distributor pursuant to the Plans for the fiscal year ended
June 30, 1994. Based upon the total amounts spent by the Distributor during the
period, it is estimated that the amounts paid by the Trusts to the Distributor
for distribution were spent in approximately the following ways: for the Money
Trust: (i) advertising -- $-0-; (ii) printing and mailing of 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 to Dean Witter for expenses
substantially all of which relate to compensation of sales personnel --
$3,816,058; for the Tax-Free Trust: (i) advertising -- $-0-; (ii) printing and
mailing of 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 to Dean
Witter for expenses substantially all of which relate to compensation of sales
personnel -- $1,444,689; for the California Tax-Free Trust: (i) advertising --
$-0-; (ii) printing and mailing of 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 to Dean Witter for expenses substantially all of
which relate to compensation of sales personnel --$261,619; and for Government
Securities Trust: (i) advertising -- $-0-; (ii) printing and mailing of
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 to Dean Witter for
expenses substantially all of which relate to compensation of sales personnel --
$515,023.

Under each Plan, the Distributor will use its best efforts in rendering
services to the respective Trusts, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations, the
Distributor will not be liable to any of such Trusts or any of its shareholders
for any error of judgment or mistake of law or for any act of omission or for
any losses sustained by any of such Trusts or their shareholders.

The respective Plans of Money Trust, Tax-Free Trust and Government
Securities Trust remained in effect until December 31, 1984, and the Plan of
California Tax-Free Trust remained in effect until April 30, 1992, and such
Plans will remain in effect from year to year thereafter, provided such
continuances are approved annually by a vote of the Trustees, including a
majority of the Independent 12b-1 Trustees. Any amendment to increase materially
the maximum amount authorized to be spent under each Plan must be approved by
the shareholders of each Trust, and all material amendments to each Plan must be
approved by the Trustees in the manner described above. Each Plan may be
terminated at any time, without payment of any penalty, by vote of a majority of
the Independent 12b-1 Trustees or by a vote of the holders of a majority of the
outstanding voting securities of each Trust (as defined in the Act) on not

A-6
<PAGE>
more than 30 days written notice to any other party to the Plan. The authority
to make reimbursement payments to the Distributor automatically terminates in
the event of an assignment (as defined in the Act); however, the Trustees'
authority under each Plan to utilize its proceeds to finance the distribution of
Trust shares would continue. After such an assignment, the Trusts' authority to
make payments to their Distributor would resume, subject to certain conditions.
So long as the Plans are in effect, the selection or nomination of the
Independent Trustees is committed to the discretion of the Independent 12b-1
Trustees.

Under each Plan, the Distributor provides the respective Trust, for review
by its Trustees, and the Trustees review, promptly after the end of each fiscal
quarter, a written report regarding the incremental distribution expenses
incurred by the Distributor on behalf of each Trust during such fiscal 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 each Trust. In the Trustees' quarterly review of the
Plans they consider their continued appropriateness and the level of
compensation provided therein.

Pursuant to the Plans of all Trusts, the Distributor provided the Trustees,
at their Meetings held on April 8, 1994, with all the information the Trustees
deemed necessary to make an informed determination on whether each Plan should
be continued. In making their determination to continue each of the Plans until
April 30, 1994, the Trustees, including all of the Independent 12b-1 Trustees,
arrived at the conclusion that the Plans had benefited each of the Trusts. This
conclusion was based upon the Distributor's belief that the expenditures made
pursuant to the Plans had tended to arrest the decline of the Trusts' assets by
meeting the competitive efforts of other, similar financial products, and had
encouraged the account executives employed by Dean Witter to increase their
efforts in selling shares of the Trusts. The Trustees, including the Independent
12b-1 Trustees, also concluded that, in their judgment, there is a reasonable
likelihood that the Plans will continue to benefit each of the Trusts and their
shareholders.

No interested person of the Trusts nor any Trustee of the Trusts who is not
an interested person of the Trusts, as defined in the Act, had any direct or
indirect financial interest in the operation of the Plans except to the extent
that the Distributor 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
Plans or as a result of receiving a portion of the amounts expended thereunder
by the Trusts.

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

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

<TABLE>
<CAPTION>
NAME, POSITION WITH TRUSTS AND
ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ------------------------------ ----------------------------------------------
<S> <C>
Jack F. Bennett .............. Retired; Director or Trustee of the Dean
Trustee Witter Funds; formerly Senior Vice President
141 Taconic Road and Director of Exxon Corporation
Greenwich, Connecticut (1975--January 31, 1989) and Under Secretary
of the U.S. Treasury for Monetary Affairs
(1974-1975); Director of Philips Electronics
N.V., Tandem Computers, Inc. and Massachusetts
Mutual Insurance Co.; director or trustee of
various not-for-profit and business
organizations.
</TABLE>

A-7
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITION WITH TRUSTS AND
ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ------------------------------ ----------------------------------------------
<S> <C>
Michael Bozic ................ President and Chief Executive Officer of Hills
Trustee Department Stores (since May, 1991); formerly
c/o Hills Stores Inc. Chairman and Chief Executive Officer (January,
15 Dan Road 1987-August, 1990) and President and Chief
Canton, Massachusetts Operating Officer (August, 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
Chairman, Trustee, of InterCapital, Distributors and DWSC;
President and Chief Executive Vice President and Director of Dean
Executive Officer Witter; Chairman, Trustee or Director,
Two World Trade Center President and Chief Executive Officer of the
New York, New York Dean Witter Funds; Chairman, Chief Executive
Officer and 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;
Trustee formerly United States Senator (R-Utah)
2000 Eagle Gate Tower (1974-1992) and Chairman, Senate Banking
Salt Lake City, Utah Committee (1980-1986); formerly Mayor of 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.
John R. Haire ................ Chairman of the Audit Committee and Chairman
Trustee of the Committee of Independent Directors or
439 East 51st Street Trustees and Director or Trustee of the Dean
New York, New York Witter Funds; 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
Trustee Witter Funds; formerly Robert Law Professor of
70 East Cedar Street Business Administration, Graduate School of
Chicago, Illinois Business, University of Chicago (until July,
1989); Business Consultant.
</TABLE>

A-8
<PAGE>

<TABLE>
<CAPTION>
NAME, POSITION WITH TRUSTS AND
ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ------------------------------ ----------------------------------------------
<S> <C>
Dr. Manuel H. Johnson ........ Senior Partner, Johnson Smick International,
Trustee Inc., a consulting firm (since June, 1985);
7521 Old Dominion Drive Koch Professor of International Economics and
Maclean, Virginia Director of the Center for 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 at 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;
Trustee Chairman of the Audit Committee and Committee
9 Hunting Ridge Road of Independent Trustees and Trustee of the
Stamford, Connecticut TCW/DW Funds; formerly 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
and/or trustee of various not-for-profit
organizations.
Michael E. Nugent ............ General Partner, Triumph Capital, L.P., a
Trustee private investment partnership (since April,
1465 Roosevelt Place 1988); Director or Trustee of the Dean Witter
Pelham Manor, New York Funds; Trustee of the TCW/DW Funds; formerly
Vice President, Bankers Trust Company and BT
Capital Corporation (September, 1984-March
1988); Director of various business
organizations.
Philip J. Purcell*............ Chairman of the Board of Directors and Chief
Trustee Executive Officer of DWDC, Dean Witter and
Two World Trade Center Novus Credit Services Inc.; Director of
New York, New York InterCapital, DWSC and Distributors; Director
or Trustee of the Dean Witter Funds; Director
and/or officer of various DWDC subsidiaries.
John L. Schroeder............. Executive Vice President and Chief Investment
Trustee Officer of the Home Insurance Company (since
Northgate 3A August, 1991); Director or Trustee of the Dean
Alger Court Witter Funds; Director of Citizens Utilities
Bronxville, New York Company; formerly Chairman and Chief
Investment 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).
</TABLE>

A-9
<PAGE>

<TABLE>
<CAPTION>
NAME, POSITION WITH TRUSTS AND PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
ADDRESS ----------------------------------------------
- ------------------------------
<S> <C>
Edward R. Telling* ........... Retired; Director or Trustee of the Dean
Trustee Witter Funds; formerly Chairman of the Board
Sears Tower of Directors and Chief Executive Officer
Chicago, Illinois (until December 31, 1985) and President (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
Vice President, Secretary Counsel of InterCapital and DWSC; Senior Vice
and General Counsel President and Secretary of Dean Witter Trust
Two World Trade Center Company (since October, 1989); Senior Vice
New York, New York President, Assistant Secretary and Assistant
General Counsel of Dean Witter Distributors
Inc.; Assistant Secretary of DWDC and Dean
Witter; Vice President, Secretary and General
Counsel of the Dean Witter Funds and the
TCW/DW Funds.
Patricia A. Cuddy ............ Vice President of InterCapital (since June,
Vice President 1994); Vice President of various Dean Witter
Two World Trade Center Funds; formerly Senior Vice President of
New York, New York various investment companies managed by
Dreyfus Corporation.
Jonathan R. Page ............. Senior Vice President of InterCapital; Vice
Vice President President of various Dean Witter funds.
Two World Trade Center
New York, New York
Katherine H. Stromberg ....... Vice President of InterCapital since October,
Vice President 1991. Previously Vice President and Investment
Two World Trade Center Officer of Kidder Peabody Asset Management for
New York, New York over five years.
Thomas F. Caloia ............. First Vice President (since May, 1991) and
Treasurer Assistant Treasurer of InterCapital and
Two World Trade Center Treasurer of the Dean Witter Funds and the
New York, New York TCW/DW Funds; previously Vice President of
InterCapital.
</TABLE>

- ------------
*Denotes Trustees who are "Interested persons" of the Trusts, as defined in the
Act.

In addition, Robert M. Scanlan, President and Chief Operating Officer of
InterCapital and DWSC, Executive Vice President of DWTC and Distributors 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, Edmund C. Puckhaber, Executive Vice President of InterCapital
and James F. Willison, Senior Vice President of InterCapital are Vice Presidents
of the Fund. Barry Fink and Marilyn Cranney, First Vice Presidents and Assistant
General Counsels of InterCapital and Lawrence S. Lafer, Lou Ann D. McInnis and
Ruth Rossi, Vice Presidents and Assistant General Counsels of InterCapital are
Assistant Secretaries of the Funds.

The Trust 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 ($1,600
prior to December 31, 1993) plus $50 for each meeting of the Board of Trustees
or any Committee of the Board of Trustees attended by the Trustee (the Trust
pays the Chairman of the Audit Committee an additional fee of $1,000, ($1,200
prior to December 31, 1993) inclusive of the Committee meeting fee, and pays the
Chairman of the Committee of the Independent Trustees an additional annual fee
of $2,400, in each case inclusive of the Committee meeting fees). Each Trust
also reimburses such Trustees for travel and other out-of-pocket expenses

A-10
<PAGE>

incurred by them in connection with attending such meetings. Trustees and
officers of the Trust who are or have been employed by the Investment Manager or
an affiliated company receive no compensation or expense reimbursement from the
Trusts. Each Trust has adopted a retirement program under which a Trustee who is
not an "interested person" of the Trust and who retires after a minimum required
period of service would be entitled to retirement payments upon reaching the
eligible retirement age (normally, after attaining age 72) based upon length of
service and computed as a percentage of one-fifth of the total compensation
earned by such Trustee for service to the Trust in the five-year period prior to
the date of the Trustee's retirement, subject to a maximum amount per year. For
the fiscal year ended June 30, 1994, Money Trust, Tax-Free Trust, California
Tax-Free Trust and Government Securities Trust each accrued a total of $32,025,
$32,099, $26,082 and $31,760, respectively, in Trustees' fees, expenses and
benefits under the above-described retirement program. As of July 31, 1993, the
aggregate amount of shares owned in each Trust by the Trusts' officers and
Trustees as a group was less than 1 percent of the shares of each Trust
outstanding.

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

The Investment Manager is responsible for decisions to buy and sell
securities for the Trusts and arranges for the execution of portfolio security
transactions on behalf of the Trusts. Purchases of portfolio securities are made
from dealers, underwriters and issuers; sales, if any, prior to maturity, are
made to dealers and issuers. The Trusts do not normally incur any brokerage
commission expense on such transactions. Money market instruments are generally
traded on a "net" basis with dealers acting as principal for their own accounts
without a stated commission, although the price of the security usually includes
a profit to the dealer. Securities purchased in underwritten offerings include a
fixed amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. When securities are purchased or sold
directly from or to an issuer, no commissions or discounts are paid. No
brokerage commissions were paid on any transactions entered into by the Trusts
during the fiscal year ended June 30, 1994.

The policy of the Trusts regarding purchases and sales of securities for
their respective portfolios is that primary consideration will be given to
obtaining the most favorable price and efficient execution of transactions with
those dealers who the Investment Manager believes provide the most favorable
prices and are capable of providing efficient executions. If the Investment
Manager believes such price and execution can be obtained from more than one
dealer, it may give consideration to placing portfolio transactions with those
dealers who also furnish research and other services to the Trusts 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
purchases or sale; statistical or factual information or opinions pertaining to
investments; wire services; and appraisals or evaluations of portfolio
securities.

The information and services received by the Investment Manager from dealers
may be of benefit to the Investment Manager in the management of accounts of
some or all of its other clients and may not in all cases benefit the Trusts
directly. While the receipt of such information and services are useful and
important in supplementing its own research and facilities, the Investment
Manager believes the value of such services is not determinable and does not
significantly reduce its expenses. The Trusts do not reduce the management fee
they pay to the Investment Manager by any amount that may be attributable to the
value of such services.

Pursuant to an order of the Securities and Exchange Commission, the Trusts
may effect principal transactions in certain money market instruments with Dean
Witter. The Trusts will limit their transactions with Dean Witter to U.S.
Government and Government Agency Securities, Bank Money Instruments (I.E.,
Certificates of Deposit and Banker's Acceptances) and Commercial Paper (not
including Tax-Exempt Municipal Paper). Such transactions will be effected with
Dean Witter only when the price available from Dean Witter is better than that
available from other dealers.

While the Trusts do not anticipate that they will incur any brokerage
commissions, consistent with the policy described above, brokerage transactions
in securities listed on exchanges or admitted to

A-11
<PAGE>
unlisted trading privileges may be effected through Dean Witter. In order for
Dean Witter to effect portfolio transactions for any of the Trusts, the
commissions, fees or other remuneration received by Dean Witter 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 Dean Witter 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 Trust,
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 Dean Witter are consistent with
the foregoing standard.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

As discussed in the Prospectus, the shareholders of the Trusts are entitled
to a full vote for each full share held. The Trustees have been elected by the
shareholders of the Trusts. 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 Trust. Under certain circumstances a
Trustee 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 Declarations of Trust permit 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 Declarations of Trust further provide that no Trustee, officer, employee
or agent of the Trusts is liable to any Trust or to a shareholder, nor is any
Trustee, officer, employee or agent liable to any third persons in connection
with the affairs of any Trust, except as such liability may arise from his/her
or its own bad faith, willful misfeasance, gross negligence, or reckless
disregard of his/her or its duties. It also provides that all third persons
shall look solely to a Trust's property for satisfaction of claims arising in
connection with the affairs of that Trust. With the exceptions stated, the
Declarations of Trust provide that a Trustee, officer, employee or agent is
entitled to be indemnified against all liability in connection with the affairs
of any Trust.

The Trusts shall be of unlimited duration subject to the provisions in the
Declarations of Trust concerning termination by action of the shareholders.

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

Dean Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey
City, New Jersey 07311 is the Transfer Agent of the Trust's shares, 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
Trusts' Investment

A-12
<PAGE>
Manager, and of Dean Witter Distributors Inc., the Trusts' Distributor. As
Transfer Agent and Dividend Disbursing Agent, Dean Witter Trust Company's
responsibilities include maintaining shareholder accounts; disbursing cash
dividends and reinvesting dividends; processing account registration changes;
handling purchase and redemption transactions; mailing prospectuses and reports;
mailing and tabulating proxies; processing share certificate transactions; and
maintaining shareholder records and lists. For these services Dean Witter Trust
Company receives a per shareholder account fee.

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

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

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

The Trusts will send to shareholders, at least semiannually, reports showing
the Trusts' portfolios and other information. An annual report, containing
financial statements audited by independent accountants, will be sent to
shareholders each year.

The Trusts' fiscal years end on June 30. The financial statements of the
Trusts must be audited at least once a year by independent accountants whose
selection is approved annually by the Trusts' 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 Trusts.

EXPERTS
- --------------------------------------------------------------------------------

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

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

These Statements of Additional Information and the Prospectuses do not
contain all of the information set forth in the Registration Statements the
Trusts have filed with the Securities and Exchange Commission. The complete
Registration Statements may be obtained from the Securities and Exchange
Commission upon payment of the fees prescribed by the rules and regulations of
the Commission.

The Declaration of Trust establishing each Trust, a copy of which is on file
in the office of the Secretary of the Commonwealth of Massachusetts, provides
that the Trust refer to the Trustees under the Declaration of Trust collectively
as Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of such Trust shall be held to any personal
liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of said Trusts but that the Trust Estate only shall be liable.

A-13
<PAGE>
INFORMATION WITH RESPECT TO SECURITIES RATINGS
- --------------------------------------------------------------------------------

CORPORATE AND TAX-EXEMPT BOND RATINGS:

The four highest ratings of Moody's Investors Service, Inc. ("Moody's") for
tax-exempt and corporate bonds are Aaa, Aa, A and Baa, all of which are
considered investment grade. Bonds rated Aaa are judged to be of the "best
quality". The rating of Aa is assigned to bonds which are of "high quality by
all standards", but as to which margins of protection or other elements make
long-term risks appear somewhat larger than Aaa rated bonds. The Aaa and Aa
rated bonds comprise what are generally known as "high grade bonds". Bonds which
are rated A by Moody's possess many favorable investment attributes and are
considered "upper medium grade obligations". Factors giving security to
principal and interest of A-rated bonds are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future. Bonds rated Baa are considered as "medium grade" obligations. They are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well. Moody's applies numerical modifiers, 1, 2
and 3 in each rating classification for Aa and below. The modifier 1 indicates
that the security ranks in the higher end of its category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks
in the lower end of its category. The foregoing ratings are sometimes presented
in parentheses preceded with a "con" indicating that the bonds are rated
conditionally. Bonds, the security for which depends upon the completion of some
act or the fulfillment of some condition, are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Such parenthetical rating denotes the probable credit stature upon
completion of construction or elimination of the basis of the condition.

The four highest ratings of Standard & Poor's Corporation ("Standard &
Poor's") for tax-exempt and corporate bonds are AAA, AA, A, and BBB all of which
are considered investment grade. Bonds rated AAA bear the highest rating
assigned by Standard & Poor's to a debt obligation, and the rating indicates an
extremely strong capacity to pay principal and interest. Bonds rated AA also
qualify as high quality debt obligations. Capacity to pay principal and interest
is very strong, and in the majority of instances they differ from AAA issues
only in small degree. Bonds rated A have strong capacity to pay principal and
interest, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions. The BBB rating, which is the
lowest "investment grade" security rating by Standard & Poor's, indicates an
adequate capacity to pay principal and interest. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay principal
and interest for bonds in this category than for bonds in the A category. The
ratings for AA and below may be modified by the addition of a plus or minus sign
to show relative standing within the major rating categories. The foregoing
ratings are sometimes followed by a "p", which indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the bonds being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the
likelihood or risk of default upon failure of such completion.

TAX-EXEMPT NOTES

The two highest ratings of Moody's for Notes are MIG 1 and MIG 2. Notes
bearing the designation MIG 1 are judged to be of the best quality, enjoying
strong protection from established cash flows of funds for their servicing or
from established and broad-based access to the market for refinancing, or

A-14
<PAGE>
both. Notes bearing the designation MIG 2 are judged to be of high quality, with
margins of protection ample although not so large as in the preceding group. The
ratings of Standard & Poor's for Notes are the same as for Bonds, although
somewhat different criteria is applied.

The three highest ratings of Standard & Poor's for Notes are SP-1+, SP-1 and
SP-2. Notes designated SP-1+ are determined to possess overwhelming safety
characteristics regarding capacity to pay principal and interest. Notes
designated SP-1 are determined to possess very strong or strong capacity to pay
principal and interest. Notes designated SP-2 are determined to possess
satisfactory capacity to pay principal and interest.

COMMERCIAL PAPER

Moody's and Standard & Poor's ratings grades for commercial paper and
short-term Municipal Obligations, set forth below, are applied to short-term
Municipal Obligations as well as taxable commercial paper.

Moody's ratings are opinions of the ability of issuers to repay punctually
promissory obligations not having an original maturity in excess of nine months.
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers: Prime-1,
Highest Quality; Prime-2, Higher Quality; and Prime-3, High Quality.

Standard & Poor's ratings are a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days. The
rating is not a recommendation to purchase or sell a security. The ratings are
based upon current information furnished by the issuer or obtained by S&P from
other sources it considers reliable. The ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of such information.

Ratings are graded into four categories, ranging from "A" for the highest
quality obligations to "D" for the lowest. Issues assigned A ratings are
regarded as having the greatest capacity for timely payment. Issues in this
category are further refined with the designation 1, 2 and 3 to indicate the
relative degree of safety. The "A-1+" and "A-1" designations indicate that the
degree of safety regarding timely payment is very strong.

VARIABLE RATE DEMAND OBLIGATIONS

In addition to the Bond or MIG ratings of variable rate obligations with a
demand feature, Moody's may assign a second rating to the demand feature itself.
Such ratings are designated as VMIG, or if the demand feature is not rated, as
NR. Short-term ratings on issues with demand features are differentiated by use
of the VMIG symbol to reflect such characteristics as payment upon periodic
demand, rather than fixed maturity dates and payment relying on external
liquidity. The two highest ratings for the demand feature are VMIG 1 and VMIG 2.
These ratings reflect Moody's judgements regarding the quality of the demand
features which are identical to the criteria involved in assigning the ratings
MIG 1 and MIG 2, respectively, to tax-exempt Notes as discussed above.

A-15
<PAGE>

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

PART C OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) FINANCIAL STATEMENTS

(1) Financial statements schedules, included
in Prospectus (Part A): PAGE IN
PROSPECTUS

Financial highlights for the period November 12,
1991 through June 30, 1992 and the fiscal years
ended June 30, 1993 and 1994...................... 3

Statement of assets and liabilities at
June 30, 1994..................................... 6

Statement of operations for the year ended June
30, 1994.......................................... 6

Statement of changes in net assets for the
years ended June 30, 1993 and June 30, 1994....... 6

Notes to Financial Statements..................... 7

Portfolio of Investments at June 30, 1994......... 9

(2) Financial statements included in the Statement of
Additional Information (Part B):

None
(3) Financial statements included in Part C:

None

(b) EXHIBITS:

8(b). - Form of Transfer Agency and Service Agreement between the
Registrant and Dean Witter Trust Company

9. - Form of Services Agreement between Dean Witter InterCapital
Inc. and Dean Witter Services Company Inc.

11. - Consent of Independent Accountants

16. - Schedules for Computation of Performance Quotations

<PAGE>

Other - Powers of Attorney

____________________________________
All other exhibits previously filed and incorporated by reference.

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None

Item 26. NUMBER OF HOLDERS OF SECURITIES.

(1) (2)
NUMBER OF RECORD HOLDERS
TITLE OF CLASS AT AUGUST 7, 1994
-------------- -------------------------

Shares of Beneficial Interest 6193

Item 27. INDEMNIFICATION

Pursuant to Section 5.3 of the Registrant's Declaration of Trust and under
Section 4.8 of the Registrant's By-Laws, the indemnification of the Registrant's
trustees, officers, employees and agents is permitted if it is determined that
they acted under the belief that their actions were in or not opposed to the
best interest of the Registrant, and, with respect to any criminal proceeding,
they had reasonable cause to believe their conduct was not unlawful. In
addition, indemnification is permitted only if it is determined that the actions
in question did not render them liable by reason of willful misfeasance, bad
faith or gross negligence in the performance of their duties or by reason of
reckless disregard of their obligations and duties to the Registrant. Trustees,
officers, employees and agents will be indemnified for the expense of litigation
if it is determined that they are entitled to indemnification against any
liability established in such litigation. The Registrant may also advance money
for these expenses provided that they give their undertakings to repay the
Registrant unless their conduct is later determined to permit indemnification.

Pursuant to Section 5.2 of the Registrant's Declaration of Trust and
paragraph 8 of the Registrant's Investment Management Agreement, neither the
Investment Manager nor any trustee, officer, employee or agent of the Registrant
shall be liable for any action or failure to act, except in the case of bad
faith, willful misfeasance, gross negligence or reckless disregard of duties to
the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to trustees, officers and controlling
persons of the Registrant

<PAGE>

pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer, or controlling person of the Registrant in
connection with the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such trustee, officer or controlling person
in connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act, and will
be governed by the final adjudication of such issue.

The Registrant hereby undertakes that it will apply the indemnification
provision of its by-laws in a manner consistent with Release 11330 of the
Securities and Exchange Commission under the Investment Company Act of 1940, so
long as the interpretation of Sections 17(h) and 17(i) of such Act remains in
effect.

Registrant, in conjunction with the Investment Manager, Registrant's
Trustees, and other registered investment management companies managed by the
Investment Manager, maintains insurance on behalf of any person who is or was a
Trustee, officer, employee, or agent of Registrant, or who is or was serving at
the request of Registrant as a trustee, director, officer, employee or agent of
another trust or corporation, against any liability asserted against him and
incurred by him or arising out of his position. However, in no event will
Registrant maintain insurance to indemnify any such person for any act for which
Registrant itself is not permitted to indemnify him.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

See "The Fund and Its Management" in the Prospectus regarding the business
of the investment adviser. The following information is given regarding
officers of Dean Witter InterCapital Inc. Information regarding the other
officers of InterCapital is included in Item 29(b) below. The term "Dean Witter
Funds" used below refers to the following Funds: (1) InterCapital Income
Securities Inc., (2) High Income Advantage Trust, (3) High Income Advantage
Trust II, (4) High Income Advantage Trust III, (5) Municipal Income Trust, (6)
Municipal Income Trust II, (7) Municipal Income Trust III, (8) Dean Witter
Government Income Trust, (9) Municipal Premium Income Trust, (10) Municipal
Income Opportunities Trust, (11) Municipal Income Opportunities Trust II, (12)
Municipal Income Opportunities Trust III, (13) Prime Income Trust, (14)
InterCapital Insured Municipal

<PAGE>

Bond Trust, (15) InterCapital Quality Municipal Income Trust, (16) InterCapital
Quality Municipal Investment Trust, (17) InterCapital Insured Municipal Income
Trust, (18) InterCapital California Insured Municipal Income Trust, (19)
InterCapital Insured Municipal Trust, (20) InterCapital Quality Municipal
Securities (21) InterCapital New York Quality Municipal Securities, (22)
InterCapital California Municipal Securities, (23) InterCapital Insured
California Municipal Securities and (24) InterCapital Insured Municipal
Securities, registered closed-end investment companies, and (1) Dean Witter
Short-Term Bond Fund, (2) Dean Witter Tax-Exempt Securities Trust, (3) Dean
Witter Tax-Free Daily Income Trust, (4) Dean Witter Dividend Growth Securities
Inc., (5) Dean Witter Convertible Securities Trust, (6) Dean Witter Liquid Asset
Fund Inc., (7) Dean Witter Developing Growth Securities Trust, (8) Dean Witter
Retirement Series, (9) Dean Witter Federal Securities Trust, (10) Dean Witter
World Wide Investment Trust, (11) Dean Witter U.S. Government Securities Trust,
(12) Dean Witter Select Municipal Reinvestment Fund, (13) Dean Witter High Yield
Securities Inc., (14) Dean Witter Intermediate Income Securities, (15) Dean
Witter New York Tax-Free Income Fund, (16) Dean Witter California Tax-Free
Income Fund, (17) Dean Witter Health Sciences Trust, (18) Dean Witter California
Tax-Free Daily Income Trust, (19) Dean Witter Managed Assets Trust, (20) Dean
Witter American Value Fund, (21) Dean Witter Strategist Fund, (22) Dean Witter
Utilities Fund, (23) Dean Witter World Wide Income Trust, (24) Dean Witter New
York Municipal Money Market Trust, (25) Dean Witter Capital Growth Securities,
(26) Dean Witter Precious Metals and Minerals Trust, (27) Dean Witter European
Growth Fund Inc., (28) Dean Witter Global Short-Term Income Fund Inc., (29) Dean
Witter Pacific Growth Fund Inc., (30) Dean Witter Multi-State Municipal Series
Trust, (31) Dean Witter Premier Income Trust, (32) Dean Witter Short-Term U.S.
Treasury Trust, (33) Dean Witter Diversified Income Trust, (34) Dean Witter U.S.
Government Money Market Trust, (35) Dean Witter Global Dividend Growth
Securities, (36) Active Assets California Tax-Free Trust, (37) Dean Witter
Natural Resource Development Securities Inc., (38) Active Assets Government
Securities Trust, (39) Active Assets Money Trust, (40) Active Assets Tax-Free
Trust, (41) Dean Witter Limited Term Municipal Trust, (42) Dean Witter Variable
Investment Series, (43) Dean Witter Value-Added Market Series, (44) Dean Witter
Global Utilities Fund, (45) Dean Witter High Income Securities, (46) Dean Witter
National Municipal Trust, (47) Dean Witter International SmallCap Fund and
(48) Dean Witter Mid-Cap Growth Fund, registered open-end investment companies.
InterCapital is a wholly-owned subsidiary of Dean Witter, Discover & Co. The
principal address of the Dean Witter Funds is Two World Trade Center, New York,
New York 10048. The term "TCW/DW Funds" refers to the following Funds: (1)
TCW/DW Core Equity Trust, (2) TCW/DW North American Government Income Trust,
(3) TCW/DW Latin American Growth Fund, (4) TCW/DW Income and Growth Fund, (5)
TCW/DW Small Cap Growth Fund, (6) TCW/DW Balanced Fund, (7) TCW/DW North
American Intermediate Income Trust, registered open-end investment companies
and (8) TCW/DW Term Trust 2002, (9) TCW/DW Term Trust 2003 (10) TCW/DW Term

<PAGE>

Trust 2000, and (11) TCW/DW Emerging Markets Opportunities Trust, registered
closed-end investment companies.

OTHER SUBSTANTIAL
BUSINESS, PROFESSION,
POSITION WITH VOCATION OR EMPLOYMENT,
DEAN WITTER INCLUDING NAME, PRIN-
INTERCAPITAL CIPAL ADDRESS AND
NAME INC. NATURE OF CONNECTION
---- ------------- -----------------------

Charles A. Chairman, Chief Executive Vice President
Fiumefreddo Executive Officer and Director of Dean Witter
and Director Reynolds Inc. ("DWR");
Chairman, Director or
Trustee, President and Chief
Executive Officer of the Dean
Witter Funds; Chairman, Chief
Executive Officer and Trustee
of the TCW/DW Funds; Chairman
and Director of Dean Witter
Trust Company ("DWTC");
Chairman, Chief Executive
Officer and Director of Dean
Witter Distributors Inc.
("Distributors") and Dean
Witter Services Company Inc.
("DWSC"); Formerly Executive
Vice President and Director of
Dean Witter, Discover & Co.
("DWDC"); Director and/or
officer of DWDC subsidiaries.

Philip J. Director Chairman, Chief Executive
Purcell Officer and Director of DWDC
and DWR; Director of DWSC and
Distributors; Director or
Trustee of the Dean Witter
Funds; Director and/or officer
of various DWDC subsidiaries.

<PAGE>

Richard M. Director President and Chief Operating
DeMartini Officer of Dean Witter
Capitaland Director of DWR,
DWSC and Distibutors; Trustee
of the TCW/DW Funds.

James F. Director President and Chief Operating
Higgins Officer of Dean Witter
Financial; Director of DWR,
DWSC and Distributors.

Thomas C. Executive Vice Executive Vice President,
Schneider President, Chief Chief Financial Officer
Financial Officer and Director of DWSC, DWR and
and Director Distributors.

Christine A. Director Executive Vice President,
Edwards Secretary, General Counsel and
Director of DWR, DWR DWSC and
Distributors.

Robert M. Scanlan President and Vice President of the Dean
Chief Operating Witter Funds and the TCW/DW
Officer Funds; President of DWSC;
Executive Vice President of
Distributors; Executive Vice
President and Director of
DWTC.

David A. Hughey Executive Vice Vice President of the Dean
President and Witter Funds and the TCW/DW
Chief Administrative Funds; Executive Vice
Officer President, Chief
Administrative Officer and
Director of DWTC; Executive
Vice

<PAGE>

President and Chief
Administrative Officer of DWSC
and Distributors.

Edmund C. Executive Vice Vice President of the
Puckhaber President Dean Witter Funds.

John Van Heuvelen Executive Vice President and Chief
President Operating Officer of DWTC.

Sheldon Curtis Senior Vice Vice President, Secretary and
President, General Counsel of the
General Counsel Dean Witter Funds and the
and Secretary TCW/DW Funds; Senior Vice
President and Secretary of
DWTC; Assistant Secretary of
DWR and DWDC; Senior Vice
President, General Counsel and
Secretary of DWSC; Senior Vice
President, Assistant General
Counsel and Assistant
Secretary of Distributors.

Peter M. Avelar Senior Vice Vice President of
President various Dean Witter
Funds.

Mark Bavoso Senior Vice Vice President of
President various Dean Witter Funds.

Thomas H. Connelly Senior Vice Vice President of
President various Dean Witter Funds.

Edward Gaylor Senior Vice Vice President of
President various Dean Witter Funds.

<PAGE>

OTHER SUBSTANTIAL BUSINESS,
POSITION WITH PROFESSION, VOCATION OR
DEAN WITTER EMPLOYMENT, INCLUDING NAME,
INTERCAPITAL PRINCIPAL ADDRESS AND
NAME INC. NATURE OF CONNECTION
---- ------------- ---------------------------

Rajesh K. Gupta Senior Vice Vice President of
President various Dean Witter Funds.

Kenton J. Senior Vice Vice President of
Hinchliffe President various Dean Witter Funds.

John B. Kemp, III Senior Vice Director of the
President Provident Savings
Bank, Jersey City, New Jersey.

Anita Kolleeny Senior Vice Vice President of
President various Dean Witter Funds.

Jonathan R. Page Senior Vice Vice President of
President various Dean Witter Funds.

Ira Ross Senior Vice Vice President of
President various Dean Witter Funds.

Rochelle G. Siegel Senior Vice Vice President of
President various Dean Witter Funds.

Paul D. Vance Senior Vice Vice President of
President various Dean Witter Funds.

Elizabeth A. Senior Vice
Vetell President

James F. Willison Senior Vice Vice President of
President various Dean Witter Funds.

Ronald Worobel Senior Vice Vice President of
President various Dean Witter Funds.

Thomas F. Caloia First Vice Treasurer of the
President and Dean Witter Funds
Assistant Treasurer and the TCW/DW Funds;
Assistant Treasurer of DWSC;
Assistant Treasurer of
Distributors.

8
<PAGE>

Marilyn K. Cranney First Vice Assistant Secretary
President and of the Dean Witter
Assistant Funds and the TCW/DW
Secretary Funds; Vice President and
Assistant Secretary of DWSC;
Assistant Secretary of DWR
and DWDC.

Barry Fink First Vice Assistant Secretary of the
President Dean Witter Funds and TCW/DW
Funds; First Vice President
and Assistant Secretary of
DWSC.

Michael First Vice First Vice President and
Interrante President and Controller of DWSC; Assistant
Controller Treasurer of Distributors.

Robert Zimmerman First Vice
President

Joan G. Allman Vice President

Joseph Arcieri Vice President

Terence P. Brennan, II Vice President

Douglas Brown Vice President

Rosalie Clough Vice President

B. Catherine Vice President
Connelly

Salvatore DeSteno Vice President Vice President of DWSC.

Frank J. DeVito Vice President Vice President of DWSC.

Dwight Doolan Vice President

Bruce Dunn Vice President

June Ewers Vice President

<PAGE>

Geoffrey D. Flynn Vice President Vice President of DWSC.

Jeffrey D. Geffen Vice President

Deborah Genovese Vice President

Peter W. Gurman Vice President

Shant Harootunian Vice President

John Hechtlinger Vice President

David T. Hoffman Vice President

David Johnson Vice President

Christopher Jones Vice President

Stanley Kapica Vice President

Konrad J. Krill Vice President

Paula LaCosta Vice President Vice President of various Dean
Witter Funds.

Lawrence S. Lafer Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW Funds;
Vice President Assistant
Secretary of DWSC.

Thomas Lawlor Vice President

Lou Anne D. McInnis Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW Funds;
Vice President of DWSC.

Sharon K. Milligan Vice President

James Mulcahy Vice President

James Nash Vice President

<PAGE>

Hugh Rose Vice President

Ruth Rossi Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW Funds;
Assistant Secretary of DWSC.

Carl F. Sadler Vice President

Rafael Scolari Vice President

Rose Simpson Vice President

Stuart Smith Vice President

Diane Lisa Sobin Vice President Vice President of
various Dean Witter Funds.

Susanne Stager Vice President

Kathleen Stromberg Vice President Vice President of various Dean
Witter Funds.

Vinh Q. Tran Vice President Vice President of various Dean
Witter Funds.

Alice Weiss Vice President Vice President of various Dean
Witter Funds.

Jayne M. Wolff Vice President

Marianne Zalys Vice President

Item 29. PRINCIPAL UNDERWRITERS
----------------------

(a) Dean Witter Distributors Inc. ("Distributors"), a Delaware corporation, is
the principal underwriter of the Registrant. Distributors is also the principal
underwriter of the following investment companies:

<PAGE>

(8) Dean Witter Capital Growth Securities
(9) Dean Witter Convertible Securities Trust
(10) Active Assets Tax-Free Trust
(11) Active Assets Money Trust
(12) Active Assets California Tax-Free Trust
(13) Active Assets Government Securities Trust
(14) Dean Witter Short-Term Bond Fund
(15) Dean Witter Federal Securities Trust
(16) Dean Witter U.S. Government Securities Trust
(17) Dean Witter High Yield Securities Inc.
(18) Dean Witter New York Tax-Free Income Fund
(19) Dean Witter Tax-Exempt Securities Trust
(20) Dean Witter California Tax-Free Income Fund
(21) Dean Witter Managed Assets Trust
(22) Dean Witter Limited Term Municipal Trust
(23) Dean Witter World Wide Income Trust
(24) Dean Witter Utilities Fund
(25) Dean Witter Strategist Fund
(26) Dean Witter New York Municipal Money Market Trust
(27) Dean Witter Intermediate Income Securities
(28) Prime Income Trust
(29) Dean Witter European Growth Fund Inc.
(30) Dean Witter Developing Growth Securities Trust
(31) Dean Witter Precious Metals and Minerals Trust
(32) Dean Witter Pacific Growth Fund Inc.
(33) Dean Witter Multi-State Municipal Series Trust
(34) Dean Witter Premier Income Trust
(35) Dean Witter Short-Term U.S. Treasury Trust
(36) Dean Witter Diversified Income Trust
(37) Dean Witter Health Sciences Trust
(38) Dean Witter Global Dividend Growth Securities
(39) Dean Witter American Value Fund
(40) Dean Witter U.S. Government Money Market Trust
(41) Dean Witter Global Short-Term Income Fund Inc.
(42) Dean Witter Variable Investment Series
(43) Dean Witter Value-Added Market Series
(44) Dean Witter Global Utilities Fund
(45) Dean Witter High Income Securities
(46) Dean Witter National Municipal Trust
(47) Dean Witter International SmallCap Fund
(48) Dean Witter Mid-Cap Growth Fund
(1) TCW/DW Core Equity Trust
(2) TCW/DW North American Government Income Trust
(3) TCW/DW Latin American Growth Fund
(4) TCW/DW Income and Growth Fund
(5) TCW/DW Small Cap Growth Fund
(6) TCW/DW Balanced Fund
(7) TCW/DW North American Intermediate Income Trust
(8) TCW/DW Emerging Markets Opportunities Trust

(b) The following information is given regarding directors and officers of
Distributors not listed in Item 28 above. The principal address of Distributors
is Two World Trade Center, New York, New York 10048. None of the following
persons has any position or office with the Registrant.

12
<PAGE>

POSITIONS AND
OFFICE WITH
NAME DISTRIBUTORS
- ---- -------------

Fredrick K. Kubler Senior Vice President, Assistant
Secretary and Chief Compliance
Officer.

Michael T. Gregg Vice President and Assistant
Secretary.

Edward C. Oelsner III Vice President of Distributors.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained by the Investment Manager at its offices, except records relating to
holders of shares issued by the Registrant, which are maintained by the
Registrant's Transfer Agent, at its place of business as shown in the
prospectus.

Item 31. MANAGEMENT SERVICES

Registrant is not a party to any such management-related service
contract.

Item 32. UNDERTAKINGS

Not Applicable

13
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York and State of
New York on the 22nd day of August, 1994.

ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST

By /s/ Sheldon Curtis
------------------
Sheldon Curtis
Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 4 has been signed below by the following persons in the
capacities and on the dates indicated.

Signatures Title Date
---------- ----- ----
(1) Principal Executive Officer President, Chief
Executive Officer,
Trustee and Chairman
By /s/ Charles A. Fiumefreddo 08/22/94
---------------------------
Charles A. Fiumefreddo

(2) Principal Financial Officer Treasurer and Principal
Accounting Officer

By /s/ Thomas F. Caloia 08/22/94
---------------------
Thomas F. Caloia

(3) Majority of the Trustees

Charles A. Fiumefreddo (Chairman)
Edward R. Telling
Philip J. Purcell

By /s/ Sheldon Curtis 08/22/94
-------------------
Sheldon Curtis
Attorney-in-Fact

Jack F. Bennett Manuel H. Johnson
Michael Bozic Paul Kolton
Edwin J. Garn Michael E. Nugent
John R. Haire John L. Schroeder
John E. Jeuck

By /s/ David M. Butowsky 08/22/94
----------------------
David M. Butowsky
Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

8(b).- Form of Transfer Agency and Service Agreement between the
Registrant and Dean Witter Trust Company

9.- Form of Services Agreement between InterCapital and Dean
Witter Services Company Inc.

11.- Consent of Independent Accountants

16.- Schedules for Computation of Performance Quotations

Other- Powers of Attorney

______________________________________

All other exhibits previously filed and incorporated by reference.

<PAGE>

AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT

with

DEAN WITTER TRUST COMPANY

DWR

[open-end]
<PAGE>

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

PAGE

Article 1 Terms of Appointment; Duties of DWTC. . . . . . . . . . . . . 2

Article 2 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 6

Article 3 Representations and Warranties of DWTC. . . . . . . . . . . . 7

Article 4 Representations and Warranties of the Fund. . . . . . . . . . 8

Article 5 Duty of Care and Indemnification. . . . . . . . . . . . . . . 9

Article 6 Documents and Covenants of the Fund and DWTC. . . . . . . . . 12

Article 7 Duration and Termination of Agreement . . . . . . . . . . . . 16

Article 8 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 16

Article 9 Affiliations. . . . . . . . . . . . . . . . . . . . . . . . . 17

Article 10 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Article 11 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . 18

Article 12 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 18

Article 13 Merger of Agreement . . . . . . . . . . . . . . . . . . . . . 20

Article 14 Personal Liability. . . . . . . . . . . . . . . . . . . . . . 21

-i-
<PAGE>

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
- ----------------------------------------------------------

AMENDED AND RESTATED AGREEMENT made as of the 1st day of August, 1993
by and between each of the Dean Witter Funds listed on the signature pages
hereof, each of such Funds acting severally on its own behalf and not jointly
with any of such other Funds (each such Fund hereinafter referred to as the
"Fund"), each such Fund having its principal office and place of business at Two
World Trade Center, New York, New York, 10048, and DEAN WITTER TRUST COMPANY, a
trust company organized under the laws of New Jersey, having its principal
office and place of business at Harborside Financial Center, Plaza Two, Jersey
City, New Jersey 07311 ("DWTC").

WHEREAS, the Fund desires to appoint DWTC as its transfer agent,
dividend disbursing agent and shareholder servicing agent and DWTC desires to
accept such appointment;

NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

-1-

<PAGE>

Article 1 TERMS OF APPOINTMENT; DUTIES OF DWTC
1.1 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints DWTC to act as, and DWTC agrees
to act as, the transfer agent for each series and class of shares of the Fund,
whether now or hereafter authorized or issued ("Shares"), dividend disbursing
agent and shareholder servicing agent in connection with any accumulation, open-
account or similar plans provided to the holders of such Shares ("Shareholders")
and set out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund, including without limitation any
periodic investment plan or periodic withdrawal program.

1.2 DWTC agrees that it will perform the following services:

(a) In accordance with procedures established from time to time
by agreement between the Fund and DWTC, DWTC shall:

(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation therefor to the
custodian of the assets of the Fund (the "Custodian");

-2-

<PAGE>

(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and issue certificates therefor or hold such Shares in book form in
the appropriate Shareholder account;

(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to the Custodian;

(iv) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the redeeming
Shareholders;

(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;

(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund;

(vii) Calculate any sales charges payable by a Shareholder on
purchases and/or redemptions of Shares of the Fund as such charges may be
reflected in the prospectus;

(viii) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and

-3-

<PAGE>

(ix) Record the issuance of Shares of the Fund and maintain
pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934 ("1934
Act") a record of the total number of Shares of the Fund which are authorized,
based upon data provided to it by the Fund, and issued and outstanding. DWTC
shall also provide to the Fund on a regular basis the total number of Shares
which are authorized, issued and outstanding and shall notify the Fund in case
any proposed issue of Shares by the Fund would result in an overissue. In case
any issue of Shares would result in an overissue, DWTC shall refuse to issue
such Shares and shall not countersign and issue any certificates requested for
such Shares. When recording the issuance of Shares, DWTC shall have no
obligation to take cognizance of any Blue Sky laws relating to the issue of sale
of such Shares, which functions shall be the sole responsibility of the Fund.

(b) In addition to and not in lieu of the services set forth in
the above paragraph (a), DWTC shall: (i) perform all of the customary services
of a transfer agent, dividend disbursing agent and, as relevant, shareholder
servicing agent in connection with dividend reinvestment, accumulation, open-
account or similar plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not limited to, maintaining
all Shareholder accounts, preparing Shareholder meeting lists,

-4-

<PAGE>

mailing proxies, receiving and tabulating proxies, mailing shareholder reports
and prospectuses to current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing appropriate forms required
with respect to dividends and distributions by federal tax authorities for all
Shareholders, preparing and mailing confirmation forms and statements of account
to Shareholders for all purchases and redemptions of Shares and other confirm-
able transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders and providing Shareholder account information; (ii)
open any and all bank accounts which may be necessary or appropriate in order to
provide the foregoing services; and (iii) provide a system which will enable the
Fund to monitor the total number of Shares sold in each State or other
jurisdiction.

(c) In addition, the Fund shall (i) identify to DWTC in writing
those transactions and assets to be treated as exempt from Blue Sky reporting
for each State and (ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the daily activity for
each State. The responsibility of DWTC for the Fund's registration status under
the Blue Sky or securities laws of any State or other jurisdiction is solely
limited to the initial establishment of transactions subject to Blue Sky
compliance by the Fund and the reporting of such transactions

-5-

<PAGE>

to the Fund as provided above and as agreed from time to time by the Fund and
DWTC.

(d) DWTC shall provide such additional services and functions
not specifically described herein as may be mutually agreed between DWTC and
the Fund. Procedures applicable to such services may be established from time
to time by agreement between the Fund and DWTC.

Article 2 FEES AND EXPENSES
2.1 For performance by DWTC pursuant to this Agreement, each
Fund agrees to pay DWTC an annual maintenance fee for each Shareholder account
and certain transactional fees, if applicable, as set out in the respective fee
schedule attached hereto as Schedule A. Such fees and out-of-pocket expenses
and advances identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Fund and DWTC.

2.2 In addition to the fees paid under Section 2.1 above, the
Fund agrees to reimburse DWTC in connection with the services rendered by DWTC
hereunder. In addition, any other expenses incurred by DWTC at the request or
with the consent of the Fund will be reimbursed by the Fund.

2.3 The Fund agrees to pay all fees and reimbursable expenses
within a reasonable period of time

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<PAGE>

following the mailing of the respective billing notice. Postage for mailing of
dividends, proxies, Fund reports and other mailings to all Shareholder accounts
shall be advanced to DWTC by the Fund upon request prior to the mailing date of
such materials.

Article 3 REPRESENTATIONS AND WARRANTIES OF DWTC
DWTC represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in
good standing under the laws of New Jersey and it is duly qualified to carry on
its business in New Jersey.

3.2 It is and will remain registered with the U.S. Securities
and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements
of Section 17A of the 1934 Act.

3.3 It is empowered under applicable laws and by its charter and
By-Laws to enter into and perform this Agreement.

3.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

3.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.

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<PAGE>

Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to DWTC that:

4.1 It is a corporation duly organized and existing and in good
standing under the laws of Delaware or Maryland or a trust duly organized and
existing and in good standing under the laws of Massachusetts, as the case may
be.

4.2 It is empowered under applicable laws and by its Articles of
Incorporation or Declaration of Trust, as the case may be, and under its By-Laws
to enter into and perform this Agreement.

4.3 All corporate proceedings necessary to authorize it to
enter into and perform this Agreement have been taken.

4.4 It is an investment company registered with the SEC under
the Investment Company Act of 1940, as amended (the "1940 Act").

4.5 A registration statement under the Securities Act of 1933
(the "1933 Act") is currently effective and will remain effective, and
appropriate state securities law filings have been made and will continue to be
made, with respect to all Shares of the Fund being offered for sale.

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<PAGE>

Article 5 DUTY OF CARE AND INDEMNIFICATION
5.1 DWTC shall not be responsible for, and the Fund shall
indemnify and hold DWTC harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising out of or
attributable to:

(a) All actions of DWTC or its agents or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.

(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of breach of any representation or
warranty of the Fund hereunder.

(c) The reliance on or use by DWTC or its agents or subcontractors of
information, records and documents which (i) are received by DWTC or its agents
or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have
been prepared and/or maintained by the Fund or any other person or firm on
behalf of the Fund.

(d) The reliance on, or the carrying out by DWTC or its agents or
subcontractors of, any instructions or requests

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<PAGE>

of the Fund.

(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities or Blue Sky laws of
any State or other jurisdiction that such Shares be registered in such State or
other jurisdiction or in violation of any stop order or other determination or
ruling by any federal agency or any State or other jurisdiction with respect to
the offer or sale of such Shares in such State or other jurisdiction.

5.2 DWTC shall indemnify and hold the Fund harmless from or
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by DWTC as a result of the lack of good faith, negligence or
willful misconduct of DWTC, its officers, employees or agents.

5.3 At any time, DWTC may apply to any officer of the Fund for
instructions, and may consult with legal counsel to the Fund, with respect to
any matter arising in connection with the services to be performed by DWTC under
this Agreement, and DWTC and its agents or subcontractors shall not be liable
and shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. DWTC, its

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<PAGE>

agents and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably believed to
be genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to DWTC or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. DWTC, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signature of the officers of the
Fund, and the proper countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.

5.4 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.

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<PAGE>

5.5 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.

5.6 In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.

Article 6 DOCUMENTS AND COVENANTS OF THE FUND AND DWTC
6.1 The Fund shall promptly furnish to DWTC the following:

(a) If a corporation:

(i) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of DWTC and the execution and delivery of
this Agreement;

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<PAGE>

(ii) A certified copy of the Articles of Incorporation and By-Laws of
the Fund and all amendments thereto;

(iii) Certified copies of each vote of the Board of Directors
designating persons authorized to give instructions on behalf of the Fund and
signature cards bearing the signature of any officer of the Fund or any other
person authorized to sign written instructions on behalf of the Fund;

(iv) A specimen of the certificate for Shares of the Fund in the form
approved by the Board of Directors, with a certificate of the Secretary of the
Fund as to such approval;

(b) If a business trust:

(i) A certified copy of the resolution of the Board of Trustees of
the Fund authorizing the appointment of DWTC and the execution and delivery of
this Agreement;

(ii) A certified copy of the Declaration of Trust and By-laws of the
Fund and all amendments thereto;

(iii) Certified copies of each vote of the Board of Trustees
designating persons authorized to give instructions on behalf of the Fund and
signature cards bearing the signature of any officer of the Fund or any other
person authorized to sign written instructions on behalf of the Fund;

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<PAGE>

(iv) A specimen of the certificate for Shares of the Fund in the form
approved by the Board of Trustees, with a certificate of the Secretary of the
Fund as to such approval;

(c) The current registration statements and any amendments and
supplements thereto filed with the SEC pursuant to the requirements of the 1933
Act or the 1940 Act;

(d) All account application forms or other documents relating to
Shareholder accounts and/or relating to any plan, program or service offered or
to be offered by the Fund; and

(e) Such other certificates, documents or opinions as DWTC deems to
be appropriate or necessary for the proper performance of its duties.

6.2 DWTC hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of Share
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

6.3 DWTC shall prepare and keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable and
as required by applicable laws and regulations. To the extent required by

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<PAGE>

Section 31 of the 1940 Act, and the rules and regulations thereunder, DWTC
agrees that all such records prepared or maintained by DWTC relating to the
services performed by DWTC hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such Section 31 of
the 1940 Act, and the rules and regulations thereunder, and will be surrendered
promptly to the Fund on and in accordance with its request.

6.4 DWTC and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential and shall not be voluntarily disclosed to any other person
except as may be required by law or with the prior consent of DWTC and the Fund.

6.5 In case of any request or demands for the inspection of the
Shareholder records of the Fund, DWTC will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. DWTC reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.

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<PAGE>

Article 7 DURATION AND TERMINATION OF AGREEMENT
7.1 This Agreement shall remain in full force and effect until
July 31, 1996 and from year-to-year thereafter unless terminated by either party
as provided in Section 7.2 hereof.

7.2 This Agreement may be terminated by the Fund on 60 days
written notice, and by DWTC on 90 days written notice, to the other party
without payment of any penalty.

7.3 Should the Fund exercise its right to terminate, all out-of-
pocket expenses associated with the movement of records and other materials will
be borne by the Fund. Additionally, DWTC reserves the right to charge for any
other reasonable fees and expenses associated with such termination.

Article 8 ASSIGNMENT
8.1 Except as provided in Section 8.3 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

8.2 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

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<PAGE>

8.3 DWTC may, in its sole discretion and without further consent
by the Fund, subcontract, in whole or in part, for the performance of its
obligations and duties hereunder with any person or entity including but not
limited to companies which are affiliated with DWTC; PROVIDED, HOWEVER, that
such person or entity has and maintains the qualifications, if any, required to
perform such obligations and duties, and that DWTC shall be as fully responsible
to the Fund for the acts and omissions of any agent or subcontractor as it is
for its own acts or omissions under this Agreement.

Article 9 AFFILIATIONS
9.1 DWTC may now or hereafter, without the consent of or notice
to the Fund, function as transfer agent and/or shareholder servicing agent for
any other investment company registered with the SEC under the 1940 Act and for
any other issuer, including without limitation any investment company whose
adviser, administrator, sponsor or principal underwriter is or may become
affiliated with Dean Witter, Discover & Co. or any of its direct or indirect
subsidiaries or affiliates.

9.2 It is understood and agreed that the Directors or Trustees
(as the case may be), officers, employees, agents and shareholders of the Fund,
and the directors, officers, employees, agents and shareholders of the

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<PAGE>

Fund's investment adviser and/or distributor, are or may be interested in DWTC
as directors, officers, employees, agents and shareholders or otherwise, and
that the directors, officers, employees, agents and shareholders of DWTC may be
interested in the Fund as Directors or Trustees (as the case may be), officers,
employees, agents and shareholders or otherwise, or in the investment adviser
and/or distributor as directors, officers, employees, agents, shareholders or
otherwise.

Article 10 AMENDMENT
10.1 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors or the Board of Trustees (as the case may be) of the
Fund.

Article 11 APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
York.

Article 12 MISCELLANEOUS
12.1 In the event that one or more additional investment
companies managed or administered by Dean Witter InterCapital Inc. or any of its
affiliates ("Additional TCW/DW Funds") desires to retain DWTC to act as transfer
agent, dividend disbursing agent and/or shareholder servicing agent,

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<PAGE>

and DWTC desires to render such services, such services shall be provided
pursuant to a letter agreement, substantially in the form of Exhibit A hereto,
between DWTC and each Additional TCW/DW Fund.

12.2 In the event of an alleged loss or destruction of any Share
certificate, no new certificate shall be issued in lieu thereof, unless there
shall first be furnished to DWTC an affidavit of loss or non-receipt by the
holder of Shares with respect to which a certificate has been lost or destroyed,
supported by an appropriate bond satisfactory to DWTC and the Fund issued by a
surety company satisfactory to DWTC, except that DWTC may accept an affidavit of
loss and indemnity agreement executed by the registered holder (or legal
representative) without surety in such form as DWTC deems appropriate
indemnifying DWTC and the Fund for the issuance of a replacement certificate, in
cases where the alleged loss is in the amount of $1000 or less.

12.3 In the event that any check or other order for payment of money
on the account of any Shareholder or new investor is returned unpaid for any
reason, DWTC will (a) give prompt notification to the Fund's distributor
("Distributor") (or to the Fund if the Fund acts as its own distributor) of such
non-payment; and (b) take such other action, including imposition of a
reasonable processing or handling fee, as DWTC

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<PAGE>

may, in its sole discretion, deem appropriate or as the Fund and, if applicable,
the Distributor may instruct DWTC.

12.4 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to DWTC shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.

To the Fund:

[Name of Fund]
Two World Trade Center
New York, New York 10048

Attention: General Counsel

To DWTC:

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

Attention: President

Article 13 MERGER OF AGREEMENT
13.1 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

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<PAGE>

Article 14 PERSONAL LIABILITY
14.1 In the case of a Fund organized as a Massachusetts business
trust, a copy of the Declaration of Trust of the Fund is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund; provided, however, that
the Declaration of Trust of the Fund provides that the assets of a particular
Series of the Fund shall under no circumstances be charged with liabilities
attributable to any other Series of the Fund and that all persons extending
credit to, or contracting with or having any claim against, a particular Series
of the Fund shall look only to the assets of that particular Series for payment
of such credit, contract or claim.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.

(1) Dean Witter Liquid Asset Fund Inc.
(2) Dean Witter Tax-Free Daily Income Trust
(3) Dean Witter California Tax-Free Daily Income Trust
(4) Dean Witter Retirement Series
(5) Dean Witter Dividend Growth Securities Inc.
(6) Dean Witter Natural Resource Development Securities Inc.
(7) Dean Witter World Wide Investment Trust
(8) Dean Witter Capital Growth Securities
(9) Dean Witter Convertible Securities Trust
(10) Active Assets Tax-Free Trust
(11) Active Assets Money Trust
(12) Active Assets California Tax-Free Trust
(13) Active Assets Government Securities Trust
(14) Dean Witter Equity Income Trust
(15) Dean Witter Federal Securities Trust
(16) Dean Witter U.S. Government Securities Trust
(17) Dean Witter High Yield Securities Inc.
(18) Dean Witter New York Tax-Free Income Fund
(19) Dean Witter Tax-Exempt Securities Trust
(20) Dean Witter California Tax-Free Income Fund
(21) Dean Witter Managed Assets Trust
(22) Dean Witter Limited Term Municipal Trust
(23) Dean Witter World Wide Income Trust
(24) Dean Witter Utilities Fund
(25) Dean Witter Strategist Fund
(26) Dean Witter New York Municipal Money Market Trust
(27) Dean Witter Intermediate Income Securities
(28) Prime Income Trust
(29) Dean Witter European Growth Fund Inc.
(30) Dean Witter Developing Growth Securities Trust
(31) Dean Witter Precious Metals and Minerals Trust
(32) Dean Witter Pacific Growth Fund Inc.
(33) Dean Witter Multi-State Municipal Series Trust
(34) Dean Witter Premier Income Trust
(35) Dean Witter Short-Term U.S. Treasury Trust
(36) Dean Witter Diversified Income Trust
(37) Dean Witter Health Sciences Trust

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<PAGE>

(38) Dean Witter Global Dividend Growth Securities
(39) Dean Witter American Value Fund
(40) Dean Witter U.S. Government Money Market Trust
(41) Dean Witter Global Short-Term Income Fund Inc.
(42) Dean Witter Value-Added Market Series
(43) Dean Witter Select Municipal Reinvestment Fund
(44) Dean Witter Variable Investment Series

BY:/s/ Sheldon Curtis
----------------------------------
Sheldon Curtis
Vice President and General Counsel

ATTEST:

/s/ Barry Fink
- ---------------------------
Barry Fink
Assistant Secretary

DEAN WITTER TRUST COMPANY

BY:/s/ Charles A. Fiumefreddo
----------------------------------
Charles A. Fiumefreddo
Chairman

ATTEST:

/s/ David A. Hughey
- --------------------------
David A. Hughey
Executive Vice President

f:transfer.dw

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<PAGE>

EXHIBIT A

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

Gentlemen:

The undersigned, ( Name of Fund ) a (Massachusetts
business trust/Maryland Corporation) (the "Fund"), desires to employ and appoint
Dean Witter Trust Company ("DWTC") to act as transfer agent for each series and
class of shares of the Fund, whether now or hereafter authorized or issued
("Shares"), dividend disbursing agent and shareholder servicing agent, registrar
and agent in connection with any accumulation, open-account or similar plan
provided to the holders of Shares, including without limitation any periodic
investment plan or periodic withdrawal plan.

The Fund hereby agrees that, in consideration for the payment by the
Fund to DWTC of fees as set out in the fee schedule attached hereto as Schedule
A, DWTC shall provide such services to the Fund pursuant to the terms and
conditions set forth in the Transfer Agency and Service Agreement annexed
hereto, as if the Fund was a signatory thereto.

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<PAGE>

Please indicate DWTC's acceptance of employment and appointment by the
Fund in the capacities set forth above by so indicating in the space provided
below.

Very truly yours,
[ Fund Name ]

By:__________________________________
Sheldon Curtis
Vice President and General Counsel

ACCEPTED AND AGREED TO:

DEAN WITTER TRUST COMPANY

By:_______________________
Its:______________________
Date:_____________________

f:\transfer.dw

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<PAGE>

SERVICES AGREEMENT

AGREEMENT made as of the 31st day of December, 1993 by and between Dean
Witter InterCapital Inc., a Delaware corporation (herein referred to as
"InterCapital"), and Dean Witter Services Company Inc., a New Jersey corporation
(herein referred to as "DWS").

WHEREAS, InterCapital has entered into separate agreements (each such
agreement being herein referred to as an "Investment Management Agreement") with
certain investment companies as set forth on Schedule A (each such investment
company being herein referred to as a "Fund" and, collectively, as the "Funds")
pursuant to which InterCapital is to perform, or supervise the performance of,
among other services, administrative services for the Funds (and, in the case of
Funds with multiple portfolios, the Series or Portfolios of the Funds (such
Series and Portfolio being herein individually referred to as "a Series" and,
collectively, as "the Series"));

WHEREAS, InterCapital desires to retain DWS to perform the administrative
services as described below; and

WHEREAS, DWS desires to be retained by InterCapital to perform such
administrative services:

Now, therefore, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. DWS agrees to provide administrative services to each Fund as
hereinafter set forth. Without limiting the generality of the foregoing, DWS
shall (i) administer the Fund's business affairs and supervise the overall
day-to-day operations of the Fund (other than rendering investment advice); (ii)
provide the Fund with full administrative services, including the maintenance of
certain books and records, such as journals, ledger accounts and other records
required under the Investment Company Act of 1940, as amended (the"Act"), the
notification to the Fund and InterCapital of available funds for investment, the
reconciliation of account information and balances among the Fund's custodian,
transfer agent and dividend disbursing agent and InterCapital, and the
calculation of the net asset value of the Fund's shares; (iii) provide the Fund
with the services of persons competent to perform such supervisory,
administrative and clerical functions as are necessary to provide effective
operation of the Fund; (iv) oversee the performance of administrative and
professional services rendered to the Fund by others, including its custodian,
transfer agent and dividend disbursing agent, as well as accounting, auditing
and other services; (v) provide the Fund with adequate general office space and
facilities; (vi) assist in the preparation and the printing of the periodic
updating of the Fund's registration statement and prospectus (and, in the case
of an open-end Fund, the statement of additional information), tax returns,
proxy statements, and reports to its shareholders and the Securities and
Exchange Commission; and (vii) monitor the compliance of the Fund's investment
policies and restrictions.

In the event that InterCapital enters into an Investment Management
Agreement with another investment company, and wishes to retain DWS to perform
administrative services hereunder, it shall notify DWS in writing. If DWS is
willing to render such services, it shall notify InterCapital in writing,
whereupon such other Fund shall become a Fund as defined herein.

2. DWS shall, at its own expense, maintain such staff and employ or retain
such personnel and consult with such other persons as it shall from time to time
determine to be necessary or useful to the performance of its obligations under
this Agreement. Without limiting the generality of the foregoing, the staff and
personnel of DWS shall be deemed to include officers of DWS and persons employed
or otherwise retained by DWS (including officers and employees of InterCapital,
with the consent of InterCapital) to furnish services, statistical and other
factual data, information with respect to technical and scientific developments,
and such other information, advice and assistance as DWS may desire. DWS shall
maintain each Fund's records and books of account (other than those maintained
by the Fund's transfer agent, registrar, custodian and other agencies). All such
books and records so maintained shall be the property of the Fund and, upon
request therefor, DWS shall surrender to InterCapital or to the Fund such of the
books and records so requested.

3. InterCapital will, from time to time, furnish or otherwise make
available to DWS such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as DWS may

<PAGE>

reasonably require in order to discharge its duties and obligations to the Fund
under this Agreement or to comply with any applicable law and regulation or
request of the Board of Directors/Trustees of the Fund.

4. For the services to be rendered, the facilities furnished, and the
expenses assumed by DWS, InterCapital shall pay to DWS monthly compensation
calculated daily (in the case of an open-end Fund) or weekly (in the case of
a closed-end Fund) by applying the annual rate or rates set forth on Schedule B
to the net assets of each Fund. Except as hereinafter set forth, (i) in the
case of an open-end Fund, compensation under this Agreement shall be calculated
by applying 1/365th of the annual rate or rates to the Fund's or the Series'
daily net assets determined as of the close of business on that day or the last
previous business day and (ii) in the case of a closed-end Fund, compensation
under this Agreement shall be calculated by applying the annual rate or rates
to the Fund's average weekly net assets determined as of the close of the last
business day of each week. If this Agreement becomes effective subsequent to
the first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
on Schedule B. Subject to the provisions of paragraph 5 hereof, payment of DWS'
compensation for the preceding month shall be made as promptly as possible
after completion of the computations contemplated by paragraph 5 hereof.

5. In the event the operating expenses of any open-end Fund and/or any
Series thereof, or of InterCapital Income Securities Inc., including amounts
payable to InterCapital pursuant to the Investment Management Agreement, for any
fiscal year ending on a date on which this Agreement is in effect, exceed the
expense limitations applicable to the Fund and/or any Series thereof imposed by
state securities laws or regulations thereunder, as such limitations may be
raised or lowered from time to time, or, in the case of InterCapital Income
Securities Inc. or Dean Witter Variable Investment Series or any Series thereof,
the expense limitation specified in the Fund's Investment Management Agreement,
the fee payable hereunder shall be reduced on a pro rata basis in the same
proportion as the fee payable by the Fund under the Investment Management
Agreement is reduced.

6. DWS shall bear the cost of rendering the administrative services to be
performed by it under this Agreement, and shall, at its own expense, pay the
compensation of the officers and employees, if any, of the Fund employed by DWS,
and such clerical help and bookkeeping services as DWS shall reasonably require
in performing its duties hereunder.

7. DWS will use its best efforts in the performance of administrative
activitives on behalf of each Fund, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations hereunder,
DWS shall not be liable to the Fund or any of its investors for any error of
judgment or mistake of law or for any act or omission by DWS or for any losses
sustained by the Fund or its investors. It is understood that, subject to the
terms and conditions of the Investment Management Agreement between each Fund
and InterCapital, InterCapital shall retain ultimate responsibility for all
services to be performed hereunder by DWS. DWS shall indemnify InterCapital and
hold it harmless from any liability that InterCapital may incur arising out of
any act or failure to act by DWS in carrying out its responsibilities hereunder.

8. It is understood that any of the shareholders, Directors/Trustees,
officers and employees of the Fund may be a shareholder, director, officer or
employee of, or be otherwise interested in, DWS, and in any person controlling,
controlled by or under common control with DWS, and that DWS and any person
controlling, controlled by or under common control with DWS may have an interest
in the Fund. It is also understood that DWS and any affiliated persons thereof
or any persons controlling, controlled by or under common control with DWS have
and may have advisory, management, administration service or other contracts
with other organizations and persons, and may have other interests and
businesses, and further may purchase, sell or trade any securities or
commodities for their own accounts or for the account of others for whom they
may be acting.

9. This Agreement shall continue until April 30, 1994, and thereafter shall
continue automatically for successive periods of one year unless terminated by
either party by written notice delivered to the other party within 30 days of
the expiration of the then-existing period. Notwithstanding the foregoing, this
Agreement may be terminated at any time, by either party on 30 days' written
notice delivered to the other party. In the

<PAGE>

event that the Investment Management Agreement between any Fund and InterCapital
is terminated, this Agreement will automatically terminate with respect to such
Fund.

10. This Agreement may be amended or modified by the parties in any manner
by mutual written agreement executed by each of the parties hereto.

11. This Agreement shall be construed and interpreted in accordance with
the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written in New York, New York.

DEAN WITTER INTERCAPITAL INC.

By: ____________________________

Attest:

__________________________

DEAN WITTER SERVICES COMPANY INC.

By: _____________________________

Attest:

__________________________

<PAGE>

SCHEDULE A

DEAN WITTER FUNDS
at December 31, 1993

Open-End Funds

1. Active Assets California Tax-Free Trust
2. Active Assets Government Securities Trust
3. Active Assets Money Trust
4. Active Assets Tax-Free Trust
5. Dean Witter American Value Fund
6. Dean Witter California Tax-Free Daily Income Trust
7. Dean Witter California Tax-Free Income Fund
8. Dean Witter Capital Growth Securities
9. Dean Witter Convertible Securities Trust
10. Dean Witter Developing Growth Securities Trust
11. Dean Witter Diversified Income Trust
12. Dean Witter Dividend Growth Securities Inc.
13. Dean Witter Equity Income Trust
14. Dean Witter European Growth Fund Inc.
15. Dean Witter Federal Securities Trust
16. Dean Witter Global Dividend Growth Securities
17. Dean Witter Global Short-Term Income Fund Inc.
18. Dean Witter Health Sciences Trust
19. Dean Witter High Yield Securities Inc.
20. Dean Witter Intermediate Income Securities
21. Dean Witter Limited Term Municipal Trust
22. Dean Witter Liquid Asset Fund Inc.
23. Dean Witter Managed Assets Trust
24. Dean Witter Multi-State Municipal Series Trust
25. Dean Witter Natural Resource Development Securities Inc.
26. Dean Witter New York Municipal Money Market Trust
27. Dean Witter New York Tax-Free Income Fund
28. Dean Witter Pacific Growth Fund Inc.
29. Dean Witter Precious Metals and Minerals Trust
30. Dean Witter Premier Income Trust
31. Dean Witter Retirement Series
32. Dean Witter Select Municipal Reinvestment Fund
33. Dean Witter Short-Term U.S. Treasury Trust
34. Dean Witter Strategist Fund
35. Dean Witter Tax-Exempt Securities Trust
36. Dean Witter Tax-Free Daily Income Trust
37. Dean Witter U.S. Government Money Market Trust
38. Dean Witter U.S. Government Securities Trust
39. Dean Witter Utilities Fund
40. Dean Witter Value-Added Market Series
41. Dean Witter Variable Investment Series
42. Dean Witter World Wide Income Trust
43. Dean Witter World Wide Investment Trust

Closed-End Funds
44. High Income Advantage Trust
45. High Income Advantage Trust II
46. High Income Advantage Trust III
47. InterCapital Income Securities Inc.
48. Dean Witter Government Income Trust
49. InterCapital Insured Municipal Bond Trust
50. InterCapital Insured Municipal Trust
51. InterCapital Insured Municipal Income Trust
52. InterCapital California Insured Municipal Income Trust
53. InterCapital Quality Municipal Investment Trust
54. InterCapital Quality Municipal Income Trust
55. InterCapital Quality Municipal Securities
56. InterCapital California Quality Municipal Securities
57. InterCapital New York Quality Municipal Securities

<PAGE>

DEAN WITTER SERVICES COMPANY

SCHEDULE OF ADMINISTRATIVE FEES - JANUARY 1, 1994

MONTHLY COMPENSATION CALCULATED DAILY BY APPLYING THE FOLLOWING ANNUAL RATES TO
THE FUND'S NET ASSETS.

Active Assets Account (4) 0.050% of the portion of the daily net assets not
exceeding $500 million; 0.0425% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.0375% of the portion
of the daily net assets exceeding $750 million but
not exceeding $1 billion; 0.035% of the portion of
the daily net assets exceeding $1 billion but not
exceeding $1.5 billion; 0.0325% of the portion of
the daily net assets exceeding $1.5 billion but
not exceeding $2 billion; 0.03% of the portion of
the daily net assets exceeding $2 billion but not
exceeding $2.5 billion; 0.0275% of the portion of
the daily net assets exceeding $2.5 billion but
not exceeding $3 billion; and 0.025% of the
portion of the daily net assets exceeding $3
billion.

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this Post-
Effective Amendment No.4 to the registration statement on Form N-1A (the
"Registration Statement") of our report dated August 4, 1994, relating to the
financial statements and financial highlights of Active Assets California Tax-
Free Trust, which appears in such Prospectus. We also consent to the references
to us under the headings "Independent Accountants" and "Experts" in the
Statement of Additional Information which constitutes part of the Registration
Statement and to the reference to us under the heading "Financial Highlights" in
the Prospectus.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
August 19, 1994

<PAGE>

* REVISED *
ACTIVE ASSETS CALIFORNIA TAX-FREE

Exhibit 16: Schedule for computation of each performance
quotation provided in the Statement of Additional Information.

(16) The Trust's current yield for the seven days ending
June 30, 1994

(A-B) x 365/N

(1.000388-1) x 365/7 = 2.02%

The Trust's effective annualized yield for the seven days ending
June 30, 1994

365/N
A - 1

365/7
1.000388 - 1 = 2.04%

A = Value of a share of the Trust at end of period.
B = Value of a share of the Trust at beginning of period.
N = Number of days in the period.

CALCULATION Tax equivalent Yield = 2.02% Based on a tax
= bracket of 46.24%
(1.000388 -1) x 365/7
= 2.02%

((1.000388) x 52.14285714-1)
= 2.04%

TAX BRACKET: 46.24%

FORMULA (CURRENT 7 DAY YIELD / 1-46.24)
CURRENT 7 DAY YIELD: 2.02
2.02/.5376
Tax equivalent Yield = 3.76%

<PAGE>
POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each of CHARLES A. FIUMEFREDDO and
EDWARD R. TELLING, whose signatures appear below, constitutes and appoints
Sheldon Curtis, Marilyn K. Cranney and Barry Fink, or any of them, his true and
lawful attorneys-in-fact and agent, with full power of substitution among
himself and each of the persons appointed herein, for him and in his name, place
and stead, in any and all capacities, to sign any amendments to any registration
statement of ANY OF THE DEAN WITTER FUNDS SET FORTH ON SCHEDULE A ATTACHED
HERETO, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

Dated: May 10, 1994

/s/Charles A. Fiumefreddo /s/Edward R. Telling
------------------------- --------------------
Charles A. Fiumefreddo Edward R. Telling

<PAGE>

DEAN WITTER FUNDS

MONEY MARKET
- ------------

1. Dean Witter Liquid Asset Fund Inc.
2. Active Assets Money Trust
3. Active Assets Tax-Free Trust
4. Active Assets California Tax-Free Trust
5. Active Assets Government Securities Trust
6. Dean Witter Tax-Free Daily Income Trust
7. Dean Witter U.S. Government Money Market Trust
8. Dean Witter California Tax-Free Daily Income Trust
9. Dean Witter New York Municipal Money Market Trust

EQUITY FUNDS
- ------------

10. Dean Witter American Value Fund
11. Dean Witter Dividend Growth Securities Inc.
12. Dean Witter Capital Growth Securities
13. Dean Witter Natural Resource Development Securities Inc.
14. Dean Witter Precious Metals & Minerals Trust
15. Dean Witter Developing Growth Securities Trust
16. Dean Witter World Wide Investment Trust
17. Dean Witter Value-Added Market Series
18. Dean Witter European Growth Fund Inc.
19. Dean Witter Pacific Growth Fund Inc.
20. Dean Witter Equity Income Trust
21. Dean Witter Utilities Fund
22. Dean Witter Health Sciences Trust
23. Dean Witter Global Dividend Growth Securities
24. Dean Witter Global Utilities Fund

ASSET ALLOCATION FUNDS
- ----------------------

25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund

FIXED-INCOME FUNDS
- ------------------

27. Dean Witter High Yield Securities Inc.
28. Dean Witter Convertible Securities Trust
29. Dean Witter Intermediate Income Securities
30. Dean Witter World Wide Income Trust
31. Dean Witter Global Short-Term Income Fund Inc.
32. Dean Witter Diversified Income Trust
33. Dean Witter Premier Income Trust
34. Dean Witter U.S. Government Securities Trust
35. Dean Witter Federal Securities Trust

<PAGE>

36. Dean Witter Short-Term U.S. Treasury Trust
37. Dean Witter Tax-Exempt Securities Trust
38. Dean Witter California Tax-Free Income Fund
39. Dean Witter New York Tax-Free Income Fund
40. Dean Witter Multi-State Municipal Series Trust
Arizona Series
California Series
Florida Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
New York Series
Ohio Series
Pennsylvania Series
41. Dean Witter Select Municipal Reinvestment Fund
42. Dean Witter Limited Term Municipal Trust
43. Dean Witter Short-Term Bond Fund

SPECIAL PURPOSE FUNDS
- ---------------------

44. Dean Witter Variable Investment Series
Money Market Portfolio
Quality Income Plus Portfolio
High Yield Portfolio
Utilities Portfolio
Dividend Growth Portfolio
Capital Growth Portfolio
European Growth Portfolio
Equity Portfolio
Managed Assets Portfolio
45. Dean Witter Retirement Series
Liquid Asset Series
U.S. Government Money Market Series
U.S. Government Securities Series
Intermediate Income Securities Series
American Value Series
Capital Growth Series
Dividend Growth Series
Strategist Series
Utilities Series
Value-Added Market Series
Global Equity Series

<PAGE>

CLOSED-END FUNDS
- ----------------

46. High Income Advantage Trust
47. High Income Advantage Trust II
48. High Income Advantage Trust III
49. InterCapital Income Securities Inc.
50. Dean Witter Government Income Trust
51. InterCapital Insured Municipal Bond Trust
52. InterCapital Insured Municipal Trust
53. InterCapital Quality Municipal Investment Trust
54. InterCapital Quality Municipal Income Trust
55. Municipal Income Trust
56. Municipal Income Trust II
57. Municipal Income Trust III
58. Municipal Income Opportunities Trust
59. Municipal Income Opportunities Trust II
60. Municipal Income Opportunities Trust III
61. Municipal Premium Income Trust
62. Prime Income Trust
63. InterCapital Insured Municipal Income Trust
64. InterCapital California Insured Municipal Income Trust
65. InterCapital Quality Municipal Securities
66. InterCapital California Quality Municipal Securities
67. InterCapital New York Quality Municipal Securities
68. InterCapital California Insured Municipal Securities
69. InterCapital Insured Municipal Securities

<PAGE>

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each of JACK F. BENNETT, EDWIN J.
GARN, JOHN R. HAIRE, JOHN E. JEUCK, MANUEL H. JOHNSON, PAUL KOLTON and MICHAEL
E. NUGENT, whose signatures appear below, constitutes and appoints David M.
Butowsky, Ronald Feiman and Stuart Strauss, or any of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution among himself and
each of the persons appointed herein, for him and in his name, place and stead,
in any and all capacities, to sign any amendments to any registration statement
of ANY OF THE DEAN WITTER FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.

Dated: May 10, 1994

/s/Jack F. Bennett /s/Manuel H. Johnson
------------------ --------------------
Jack F. Bennett Manuel H. Johnson

/s/Edwin J. Garn /s/Paul Kolton
------------------ --------------------
Edwin J. Garn Paul Kolton

/s/John R. Haire /s/Michael E. Nugent
------------------ --------------------
John R. Haire Michael E. Nugent

/s/John E. Jeuck
-----------------
John E. Jeuck

<PAGE>

DEAN WITTER FUNDS

MONEY MARKET
- ------------

EQUITY FUNDS
- ------------

ASSET ALLOCATION FUNDS
- ----------------------

25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund

FIXED-INCOME FUNDS
- ------------------

<PAGE>

SPECIAL PURPOSE FUNDS
- ---------------------

<PAGE>

CLOSED-END FUNDS
- ----------------

<PAGE>

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that PHILIP J. PURCELL, whose signature
appears below, constitutes and appoints Sheldon Curtis, Marilyn K. Cranney and
Barry Fink, or any of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution among himself and each of the persons appointed
herein, for him and in his name, place and stead, in any and all capacities, to
sign any amendments to any registration statement of ANY OF THE DEAN WITTER
FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

Dated: April 8, 1994

/s/ Philip J. Purcell
--------------------------
Philip J. Purcell

<PAGE>

DEAN WITTER FUNDS

MONEY MARKET
- ------------

EQUITY FUNDS
- ------------

ASSET ALLOCATION FUNDS
- ----------------------

25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund

FIXED-INCOME FUNDS

<PAGE>

SPECIAL PURPOSE FUNDS
- ---------------------

<PAGE>

CLOSED-END FUNDS
- ----------------

<PAGE>

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that MICHAEL BOZIC, whose signature appears
below, constitutes and appoints David M. Butowsky, Ronald Feiman and Stuart
Strauss, or any of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution among himself and each of the persons appointed
herein, for him and in his name, place and stead, in any and all capacities, to
sign any amendments to any registration statement of ANY OF THE DEAN WITTER
FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

Dated: April 15, 1994

/s/ Michael Bozic
- ---------------------
Michael Bozic

<PAGE>

DEAN WITTER FUNDS

MONEY MARKET
- ------------

EQUITY FUNDS
- ------------

ASSET ALLOCATION FUNDS
- ----------------------

25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund

FIXED-INCOME FUNDS
- ------------------

<PAGE>

SPECIAL PURPOSE FUNDS
- ---------------------

<PAGE>

CLOSED-END FUNDS
- ----------------

<PAGE>
POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that JOHN L. SCHROEDER, whose signature
appears below, constitutes and appoints David M. Butowsky, Ronald Feiman and
Stuart Strauss, or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution among himself and each of the persons
appointed herein, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to any registration statement of ANY OF THE
DEAN WITTER FUNDS SET FORTH ON SCHEDULE A ATTACHED HERETO, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

Dated: April 13, 1994

/s/ John L. Schroeder
- -----------------------
John L. Schroeder

<PAGE>

DEAN WITTER FUNDS

MONEY MARKET
- ------------

EQUITY FUNDS
- ------------

ASSET ALLOCATION FUNDS
- ----------------------

25. Dean Witter Managed Assets Trust
26. Dean Witter Strategist Fund

FIXED-INCOME FUNDS
- ------------------

<PAGE>

SPECIAL PURPOSE FUNDS
- ---------------------

<PAGE>

CLOSED-END FUNDS
- ----------------