MORGAN STANLEY DEAN WITTER LATIN AMERICAN GROWTH FUND
497, 1999-07-09
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<PAGE>
                                                     PROSPECTUS -  JUNE 28, 1999

Morgan Stanley Dean Witter
                                                      LATIN AMERICAN GROWTH FUND

[COVER PHOTO]

                         A MUTUAL FUND THAT SEEKS LONG-TERM CAPITAL APPRECIATION

  The Securities and Exchange Commission has not approved or disapproved these
                           Securities or passed upon
    the adequacy of this Prospectus. Any representation to the contrary is a
                               criminal offense.
<PAGE>
CONTENTS

<TABLE>
<S>                       <C>                                                           <C>
The Fund                  Investment Objective........................................                   1
                          Principal Investment Strategies.............................                   1
                          Principal Risks.............................................                   2
                          Past Performance............................................                   4
                          Fees and Expenses...........................................                   5
                          Additional Investment Strategy Information..................                   6
                          Additional Risk Information.................................                   7
                          Fund Management.............................................                   9

Shareholder Information   Pricing Fund Shares.........................................                  10
                          How to Buy Shares...........................................                  10
                          How to Exchange Shares......................................                  11
                          How to Sell Shares..........................................                  13
                          Distributions...............................................                  15
                          Tax Consequences............................................                  15
                          Share Class Arrangements....................................                  16

Financial Highlights      ............................................................                  24

Our Family of Funds       ............................................................   Inside Back Cover

                          THIS PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE FUND.
                          PLEASE READ IT CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.
</TABLE>
<PAGE>
[Sidebar]
CAPITAL APPRECIATION
An investment objective having the goal of selecting securities with the
potential to rise in price rather than pay out income.
[End Sidebar]

THE FUND

[ICON]              INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
                    Morgan Stanley Dean Witter Latin American Growth Fund seeks
                    long-term capital appreciation.

[ICON]              PRINCIPAL INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
                    The Fund will normally invest at least 65% of its total
                    assets in common stocks, and other equity securities
                    (including depository receipts) of Latin American companies.
                    In determining which securities to buy, hold or sell for the
                    Fund, the Fund's "Sub-Advisor," TCW Funds Management, Inc.,
                    selects securities based on its view of their potential for
                    capital appreciation; current dividend income will not be a
                    factor. The Sub-Advisor primarily uses a "top-down"
                    investment approach, which begins with an evaluation of the
                    country in which the proposed investment is to be made.
                    Following the country level review, the Sub-Advisor conducts
                    a fundamental analysis of specific securities, industries
                    and companies. The Fund's equity securities will
                    predominately consist of the common and preferred stock of
                    companies listed on a recognized securities exchange or
                    traded in other regulated markets. The Fund's assets will be
                    allocated among the countries in Latin America in accordance
                    with the Sub-Advisor's judgment as to where the best
                    investment opportunities exist. However, the Sub-Advisor
                    will normally invest in at least three Latin American
                    countries.

                    For the Fund's investment purposes, Latin America includes
                    Argentina, the Bahamas, Barbados, Belize, Bolivia, Brazil,
                    Chile, Colombia, Costa Rica, the Dominican Republic,
                    Ecuador, El Salvador, French Guinea, Guatemala, Guyana,
                    Haiti, Honduras, Jamaica, Mexico, the Netherlands Antilles,
                    Nicaragua, Panama, Paraguay, Peru, Suriname, Trinidad and
                    Tobago, Uruguay and Venezuela. Latin American companies are
                    organized in, have their securities principally trading in
                    markets located in, derive at least 50% of their profits or
                    revenues from business in, these countries or have
                    depository shares listed on securities exchanges or traded
                    in other regulated markets in the United States.

                    Common stock is a share ownership or equity interest in a
                    corporation. It may or may not pay dividends, as some
                    companies reinvest all of their profits back into their
                    businesses, while others pay out some of their profits to
                    shareholders as dividends. A depository receipt is generally
                    issued by a bank or financial institution and represents the
                    common stock or other equity securities of a foreign
                    company. The owner of a depository receipt holds rights to
                    the underlying securities, including the right to receive
                    dividends paid on the underlying security.

                    In addition to the securities described above, the Fund may
                    also invest in Latin American convertible and debt
                    securities (including zero coupon securities and "junk
                    bonds"), other investment companies, options and futures,
                    and forward currency contracts.

                                                                               1
<PAGE>
                    In pursuing the Fund's investment objective, the Sub-Advisor
                    has considerable leeway in deciding which investments it
                    buys, holds or sells on a day-to-day basis -- and which
                    trading strategies it uses. For example, the Sub-Advisor in
                    its discretion may determine to use some permitted trading
                    strategies while not using others.

[ICON]              PRINCIPAL RISKS
- --------------------------------------------------------------------------------
                    There is no assurance that the Fund will achieve its
                    investment objective. The Fund's share price will fluctuate
                    with changes in the market value of the Fund's portfolio
                    securities. When you sell Fund shares, they may be worth
                    less than what you paid for them and, accordingly, you can
                    lose money investing in this Fund.

                    A principal risk of investing in the Fund is associated with
                    its emphasis on investments in Latin America. In general,
                    stock values fluctuate in response to activities specific to
                    the company as well as general market, economic and
                    political conditions. Stock prices can fluctuate widely in
                    response to these factors.

                    FOREIGN SECURITIES/LATIN AMERICA. The Fund's investments in
                    foreign securities (including depository receipts) involve
                    risks in addition to the risks associated with domestic
                    securities. One additional risk is currency risk. While the
                    price of Fund shares is quoted in U.S. dollars, the Fund
                    generally converts U.S. dollars to a foreign market's local
                    currency to purchase a security in that market. If the value
                    of that local currency falls relative to the U.S. dollar,
                    the U.S. dollar value of the foreign security will decrease.
                    This is true even if the foreign security's local price
                    remains unchanged.

                    In addition, many of the currencies of Latin American
                    countries have experienced steady devaluations relative to
                    the U.S. dollar, and major devaluations have historically
                    occurred in certain countries. Any devaluations in the
                    currencies in which the Fund's portfolio securities are
                    denominated may have a detrimental impact on the Fund. There
                    is also a risk that certain Latin American countries may
                    restrict the free conversion of their currencies into other
                    currencies. Further, certain Latin American currencies may
                    not be internationally traded.

                    Foreign securities also have risks related to economic and
                    political developments abroad, including expropriations,
                    confiscatory taxation, exchange control regulation,
                    limitations on the use or transfer of Fund assets, and any
                    effects of foreign social, economic or political
                    instability. Economic and political developments in Latin
                    America may have profound effects upon the value of the
                    Fund's portfolio. In the event of expropriation,
                    nationalization or other complication, the Fund could lose
                    its entire investment in any one country. In addition,
                    individual Latin American countries may place restrictions
                    on the ability of foreign entities such as the Fund to
                    invest in particular segments of the local economies.

                    Foreign companies, in general, are not subject to the
                    regulatory requirements of U.S. companies and, as such,
                    there may be less publicly available information about these
                    companies. Moreover, foreign accounting, auditing and
                    financial reporting standards generally are different from
                    those applicable to U.S. companies. Finally, in the event of
                    a default of any foreign debt obligations, it may be more
                    difficult for the Fund to obtain or enforce a judgment
                    against the issuers of the securities.

 2
<PAGE>
                    Securities of foreign issuers may be less liquid than
                    comparable securities of U.S. issuers and, as such, their
                    price changes may be more volatile. The securities markets
                    of Latin American countries are substantially smaller, less
                    developed, less liquid and more volatile than the major
                    securities markets in the United States. The limited size of
                    many Latin American securities markets and limited trading
                    volume in issuers compared to volume of trading in U.S.
                    securities could cause prices to be erratic for reasons
                    apart from factors that affect the quality of the
                    securities. For example, limited market size may cause
                    prices to be unduly influenced by traders who control large
                    positions. Adverse publicity and investors' perceptions,
                    whether or not based on fundamental analysis, may decrease
                    the value and liquidity of portfolio securities, especially
                    in these markets.

                    Furthermore, foreign exchanges and broker-dealers are
                    generally subject to less government and exchange scrutiny
                    and regulation than their U.S. counterparts. Also,
                    differences in clearance and settlement procedures on
                    foreign markets may occasion delays in settlements of Fund
                    trades effected in such markets. Inability to dispose of
                    portfolio securities due to settlement delays could result
                    in losses to the Fund due to subsequent declines in value of
                    the securities and the inability of the Fund to make
                    intended security purchases due to settlement problems could
                    result in a failure of the Fund to make potentially
                    advantageous investments.

                    Most Latin American countries have experienced substantial,
                    and in some periods extremely high, rates of inflation for
                    many years. Inflation and rapid fluctuations in inflation
                    rates have had and may continue to have very negative
                    effects on the economies and securities markets of certain
                    Latin American countries.

                    NON-DIVERSIFIED STATUS. The Fund is a "non-diversified"
                    mutual fund and, as such, its investments are not required
                    to meet certain diversification requirements under federal
                    law. Compared with "diversified" funds, the Fund may invest
                    a greater percentage of its assets in an individual
                    corporation or governmental entity. Thus, the Fund's assets
                    may be invested in fewer securities than other funds. A
                    decline in the value of those investments would cause the
                    Fund's overall value to decline to a greater degree. The
                    Fund's investments, however, are currently diversified and
                    may remain diversified in the future.

                    OTHER RISKS. The performance of the Fund also will depend on
                    whether the Sub-Advisor is successful in pursuing the Fund's
                    investment strategy. The Fund is also subject to other risks
                    from its permissible investments including the risks
                    associated with its investments in convertible and debt
                    securities (including zero coupon securities and "junk
                    bonds"), options and futures, and forward currency
                    contracts.

                    Shares of the Fund are not bank deposits and are not
                    guaranteed or insured by the FDIC or any other government
                    agency.

                                                                               3
<PAGE>
[Sidebar]
ANNUAL TOTAL RETURNS
This chart shows how the performance of the Fund's Class B shares has varied
from year to year over the past 6 calendar years.

AVERAGE ANNUAL
TOTAL RETURNS
This table compares the Fund's average annual returns with those of a broad
measure of market performance over time. The Fund's returns include the maximum
applicable sales charge for each Class and assume you sold your shares at the
end of each period.
[End Sidebar]

[ICON]              PAST PERFORMANCE
- --------------------------------------------------------------------------------
                    The bar chart and table below provide some indication of the
                    risks of investing in the Fund. The Fund's past performance
                    does not indicate how the Fund will perform in the future.

                    ANNUAL TOTAL RETURNS - CALENDAR YEARS

                    EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>        <C>
1993          46.83%
'94          -23.73%
'95          -20.26%
'96           22.03%
'97           30.56%
'98          -38.99%
</TABLE>

                    The bar chart reflects the performance of Class B shares;
                    the performance of the other Classes will differ because the
                    Classes have different ongoing fees. The performance
                    information in the bar chart does not reflect the deduction
                    of sales charges; if these amounts were reflected, returns
                    would be less than shown.

                    During the periods shown in the bar chart, the highest
                    return for a calendar quarter was 33.58% (quarter ended
                    December 31, 1993) and the lowest return for a calendar
                    quarter was -29.55% (quarter ended March 31, 1995).
                    Year-to-date total return as of March 31, 1999 was 7.79%.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (AS OF DECEMBER 31, 1998)
- ---------------------------------------------------------------
                                     PAST 1 YEAR   PAST 5 YEARS     LIFE OF FUND
                                                                  (SINCE 12/30/92)
<S>                                  <C>           <C>            <C>
- ----------------------------------------------------------------------------------
 Class A(1)                            -41.78%         N/A              N/A
- ----------------------------------------------------------------------------------
 Class B                               -42.04%       -10.33%         -2.36%(4)
- ----------------------------------------------------------------------------------
 Class C(1)                            -39.64%         N/A              N/A
- ----------------------------------------------------------------------------------
 Class D(1)                            -38.38%         N/A              N/A
- ----------------------------------------------------------------------------------
 IFC Latin American Total Return
 Index(2)                              -35.54%        -5.94%          2.85%(4)
- ----------------------------------------------------------------------------------
 Lipper Latin American Funds
 Average(3)                            -37.86%        -6.46%          1.95%(5)
- ----------------------------------------------------------------------------------
</TABLE>

1    Classes A, C and D commenced operations on July 28, 1997.
2    The International Finance Corporation (IFC) Latin America Total Return
     Index is a benchmark for the Latin American Markets. The Index, which
     includes Argentina, Brazil, Chile, Colombia, Mexico, Peru and Venezuela,
     reflects restrictions on foreign investment. The Index does not include any
     expenses or fees. The Index is unmanaged and should not be considered an
     investment.
3    The Lipper Latin American Funds Average tracks the performance of the funds
     whose primary trading markets or operations are concentrated in the Latin
     American region or in a single country within the region, as reported by
     Lipper Analytical Services.
4    For the period December 30, 1992 through December 31, 1998.
5    For the period December 31, 1992 through December 31, 1998.

 4
<PAGE>
[Sidebar]
SHAREHOLDER FEES
These fees are paid directly from your investment.

ANNUAL FUND
OPERATING EXPENSES
These expenses are deducted from the Fund's assets and are based on expenses
paid for the fiscal year ended January 31, 1999.
[End Sidebar]

[ICON]              FEES AND EXPENSES
- --------------------------------------------------------------------------------
                    The table below briefly describes the fees and expenses that
                    you may pay if you buy and hold shares of the Fund. The Fund
                    offers four Classes of shares: Classes A, B, C and D. Each
                    Class has a different combination of fees, expenses and
                    other features. The Fund does not charge account or exchange
                    fees. See the "Share Class Arrangements" section for further
                    fee and expense information.

<TABLE>
<CAPTION>
                                                               CLASS A      CLASS B        CLASS C       CLASS D
<S>                                                            <C>         <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------------------------
 SHAREHOLDER FEES
- ----------------------------------------------------------------------------------------------------------------
 Maximum sales charge (load) imposed on purchases (as a
 percentage of offering price)                                   5.25%(1)     None           None         None
- ----------------------------------------------------------------------------------------------------------------
 Maximum deferred sales charge (load) (as a percentage based
 on the lesser of the offering price or net asset value at
 redemption)                                                   None(2)       5.00%(3)       1.00%(4)      None
- ----------------------------------------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES
- ----------------------------------------------------------------------------------------------------------------
 Management fee                                                 1.25%        1.25%          1.25%         1.25%
- ----------------------------------------------------------------------------------------------------------------
 Distribution and service (12b-1) fees                          0.23%        1.00%          1.00%         None
- ----------------------------------------------------------------------------------------------------------------
 Other expenses                                                 0.73%        0.73%          0.73%         0.73%
- ----------------------------------------------------------------------------------------------------------------
 Total annual Fund operating expenses                           2.21%        2.98%          2.98%         1.98%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

1    Reduced for purchases of $25,000 and over.
2    Investments that are not subject to any sales charge at the time of
     purchase are subject to a contingent deferred sales charge ("CDSC") of
     1.00% that will be imposed if you sell your shares within one year after
     purchase, except for certain specific circumstances.
3    The CDSC is scaled down to 1.00% during the sixth year, reaching zero
     thereafter. See "Share Class Arrangements" for a complete discussion of the
     CDSC.
4    Only applicable if you sell your shares within one year after purchase.

                     EXAMPLE
                    This example is intended to help you compare the cost of
                    investing in the Fund with the cost of investing in other
                    mutual funds.

                    The example assumes that you invest $10,000 in the Fund,
                    your investment has a 5% return each year, and the Fund's
                    operating expenses remain the same. Although your actual
                    costs may be higher or lower, the tables below show your
                    costs at the end of each period based on these assumptions
                    depending upon whether or not you sell your shares at the
                    end of each period.

<TABLE>
<CAPTION>
                         IF YOU SOLD YOUR SHARES:                    IF YOU HELD YOUR SHARES:
                 -----------------------------------------   -----------------------------------------
                 1 YEAR    3 YEARS    5 YEARS    10 YEARS    1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>              <C>       <C>        <C>        <C>         <C>       <C>        <C>        <C>
- ----------------------------------------------------------   -----------------------------------------
 CLASS A           $224     $   692    $ 1,186     $2,546      $224      $692      $ 1,186     $2,546
- ----------------------------------------------------------   -----------------------------------------
 CLASS B           $801     $ 1,221    $ 1,766     $3,296      $301      $921      $ 1,566     $3,296
- ----------------------------------------------------------   -----------------------------------------
 CLASS C           $401     $   921    $ 1,566     $3,296      $301      $921      $ 1,566     $3,296
- ----------------------------------------------------------   -----------------------------------------
 CLASS D           $201     $   621    $ 1,066     $2,303      $201      $621      $ 1,066     $2,303
- ----------------------------------------------------------   -----------------------------------------
</TABLE>

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

                                                                               5
<PAGE>
[ICON]              ADDITIONAL INVESTMENT STRATEGY INFORMATION
- --------------------------------------------------------------------------------
                    This section provides additional information relating to the
                    Fund's principal strategies.

                     CONVERTIBLE AND DEBT SECURITIES. The Fund may invest up to
                     35% of its assets in Latin American convertible securities,
                    which are bonds and other securities convertible into common
                    stock at a particular time and price, and Latin American
                    debt securities. The Latin American debt securities include:
                    (a) debt securities of companies organized in a country in
                    Latin America or for which the principal trading market is
                    located in Latin America, (b) "sovereign debt," which are
                    debt securities issued or guaranteed by the government of a
                    country in Latin America, its agencies or instrumentalities,
                    or the central bank of such country, (c) debt securities
                    denominated in a Latin American currency issued by companies
                    to finance operations in Latin America, and (d) debt
                    securities of Latin American companies.

                    Most debt securities in which the Fund invests are not
                    rated; when rated, the rating generally will be below
                    investment grade. Any portion of the Fund's debt securities
                    may be below investment grade. Securities below investment
                    grade are commonly known as "junk bonds." These securities
                    may include "Rule 144A" securities, which are subject to
                    resale restrictions. The Fund, however, will not invest in
                    debt securities that are in default in payment of principal
                    or interest.

                     INVESTMENT COMPANIES. The Fund may invest up to 10% of its
                     assets in securities issued by other investment companies.
                    The Sub-Advisor may view these investments as necessary to
                    participate in certain foreign markets where foreigners are
                    prohibited from investing directly in the securities of
                    individual companies.

                     OPTIONS AND FUTURES. The Fund may invest in put and call
                     options and futures with respect to financial instruments,
                    stock and interest rate indexes, and U.S. and foreign
                    currencies. The Fund may use options and futures to seek to
                    protect against a decline in securities or currency prices
                    or an increase in prices of securities or currencies that
                    may be purchased, as well as to protect against interest
                    rate changes.

                     FORWARD CURRENCY CONTRACTS. The Fund's investments also may
                     include forward currency contracts, which involve the
                    purchase or sale of a specific amount of foreign currency at
                    the current price with delivery at a specified future date.
                    The Fund may use these contracts to hedge against adverse
                    price movements in its portfolio securities and the
                    currencies in which they are denominated.

                     DEFENSIVE INVESTING. The Fund may take temporary
                     "defensive" positions in attempting to respond to adverse
                    market conditions. The Fund may invest any amount of its
                    assets in cash or money market instruments in a defensive
                    posture when the Sub-Advisor believes it is advisable to do
                    so. Although taking a defensive posture is designed to
                    protect the Fund from an anticipated market downturn, it
                    could have the effect of reducing the benefit from any
                    upswing in the market.

                    The percentage limitations relating to the composition of
                    the Fund's portfolio apply at the time the Fund acquires an
                    investment and refer to the Fund's net assets, unless
                    otherwise noted. Subsequent percentage changes that result
                    from market

 6
<PAGE>
                    fluctuations will not require the fund to sell any portfolio
                    security. The Fund may change its principal investment
                    strategies without shareholder approval; however, you would
                    be notified of any changes.

[ICON]              ADDITIONAL RISK INFORMATION
- --------------------------------------------------------------------------------
                    This section provides additional information relating to the
                    principal risks of investing in the Fund.

                     CONVERTIBLE SECURITIES. The Fund's investments in
                     convertible securities subject the Fund to the risks
                    associated with both fixed-income securities and common
                    stocks. To the extent that a convertible security's
                    investment value is greater than its conversion value, its
                    price will be likely to increase when interest rates fall
                    and decrease when interest rates rise, as with a
                    fixed-income security. If the conversion value exceeds the
                    investment value, the price of the convertible security will
                    tend to fluctuate directly with the price of the underlying
                    equity security.

                     HIGH RISK DEBT SECURITIES. Principal risks of investing in
                     the Fund are associated with its debt investments. All
                    fixed-income securities, such as corporate and sovereign
                    debt, are subject to two types of risk: credit risk and
                    interest rate risk. Credit risk refers to the possibility
                    that the issuer of a security will be unable to make
                    interest payments and/or repay the principal on its debt.

                    Interest rate risk refers to fluctuations in the value of a
                    fixed-income security resulting from changes in the general
                    level of interest rates. When the general level of interest
                    rates goes up, the prices of most fixed-income securities go
                    down. When the general level of interest rates goes down,
                    the prices of most fixed-income securities go up. (Zero
                    coupon securities are typically subject to greater price
                    fluctuations than comparable securities that pay current
                    interest.)

                    The Fund's investments in "junk bonds" pose significant
                    risks. The prices of these securities are likely to be more
                    sensitive to adverse economic changes or individual
                    corporate developments than higher rated securities. During
                    an economic downturn or substantial period of rising
                    interest rates, junk bond issuers and, in particular, highly
                    leveraged issuers may experience financial stress that would
                    adversely affect their ability to service their principal
                    and interest payment obligations, to meet their projected
                    business goals or to obtain additional financing. In the
                    event of a default, the Fund may incur additional expenses
                    to seek recovery. The Rule 144A securities could have the
                    effect of increasing the level of Fund illiquidity to the
                    extent the Fund may be unable to find qualified
                    institutional buyers interested in purchasing the
                    securities. In addition, periods of economic uncertainty and
                    change probably would result in an increased volatility of
                    market prices of junk bond securities and a corresponding
                    volatility in the Fund's net asset value.

                    The Fund's investments in Latin American sovereign debt are
                    subject to unique credit risks. Certain Latin American
                    countries are among the largest debtors to commercial banks
                    and foreign governments. At times, certain Latin American
                    countries have declared a moratorium on the payment of
                    principal and/or interest on external debt. The governmental
                    entities that control the repayment also may not be willing
                    or able to repay the principal and/or interest on the debt
                    when it

                                                                               7
<PAGE>
                    becomes due. Latin American governments may default on their
                    sovereign debt, which may require holders of that debt to
                    participate in debt rescheduling or additional lending to
                    defaulting governments. There is no bankruptcy proceeding by
                    which defaulted sovereign debt may be collected. These risks
                    could have a severely negative impact on the Fund's
                    sovereign debt holdings and cause the value of the Fund's
                    shares to decline drastically.

                    The Fund's Latin American debt securities are also subject
                    to the general risks of investing in foreign securities. See
                    the "FOREIGN SECURITIES/LATIN AMERICA" paragraphs in the
                    "Principal Risks" section for a discussion of those risks.

                     INVESTMENT COMPANIES. Any Fund investment in an investment
                     company is subject to the underlying risk of that
                    investment company's portfolio securities. For example, if
                    the investment company held common stocks, the Fund also
                    would be exposed to the risk of investing in common stocks.
                    In addition to the Fund's fees and expenses, the Fund would
                    bear its share of the investment company's fees and
                    expenses.

                     OPTIONS AND FUTURES. If the Fund invests in options and/or
                     futures, its participation in these markets would subject
                    the Fund's portfolio to certain risks. The Sub-Advisor's
                    predictions of movements in the direction of the stock,
                    currency or interest rate markets may be inaccurate, and the
                    adverse consequences to the Fund (e.g., a reduction in the
                    Fund's net asset value or a reduction in the amount of
                    income available for distribution) may leave the Fund in a
                    worse position than if these strategies were not used. Other
                    risks inherent in the use of options and futures include,
                    for example, the possible imperfect correlation between the
                    price of options and futures contracts and movements in the
                    prices of the securities being hedged, and the possible
                    absence of a liquid secondary market for any particular
                    instrument. Certain options may be over-the-counter options,
                    which are options negotiated with dealers; there is no
                    secondary market for these investments.

                     FORWARD CURRENCY CONTRACTS. The Fund's participation in
                     forward currency contracts also involves risks. If the
                    Sub-Advisor employs a strategy that does not correlate well
                    with the Fund's investments or the currencies in which the
                    investments are denominated, currency contracts could result
                    in a loss. The contracts also may increase the Fund's
                    volatility and may involve a significant risk.

                     YEAR 2000. The Fund could be adversely affected if the
                     computer systems necessary for the efficient operation of
                    the Investment Manager, the Sub-Advisor and the Fund's other
                    service providers, as well as the markets and corporate and
                    governmental issuers in which the Fund invests do not
                    properly process and calculate date-related information from
                    and after January 1, 2000. While Year 2000-related computer
                    problems could have a negative effect on the Fund, the
                    Investment Manager, the Sub-Advisor and their affiliates are
                    working hard to avoid any problems and to obtain assurances
                    from their service providers that they are taking similar
                    steps.

                    In addition, it is possible that the markets for securities
                    in which the Fund invests may be detrimentally affected by
                    computer failures throughout the financial services industry
                    beginning January 1, 2000. Improperly functioning trading
                    systems may

 8
<PAGE>
[Sidebar]
MORGAN STANLEY DEAN WITTER ADVISORS INC.
The Investment Manager is widely recognized as a leader in the mutual fund
industry and together with Morgan Stanley Dean Witter Services Company Inc., its
wholly-owned subsidiary, has more than $134.2 billion in assets under management
or administration as of May 31, 1999.
[End Sidebar]

                    result in settlement problems and liquidity issues. In
                    addition, corporate and governmental data processing errors
                    may also result in production problems for individual
                    companies and overall economic uncertainties. Earnings or
                    revenues of individual issuers will be affected by
                    remediation costs, which may be substantial and may be
                    reported inconsistently in U.S. and foreign financial
                    statements. Accordingly, the Fund's investments may be
                    adversely affected.

[ICON]              FUND MANAGEMENT
- --------------------------------------------------------------------------------
                    Effective June 28, 1999, the Fund has retained the
                    Investment Manager -- Morgan Stanley Dean Witter Advisors
                    Inc. -- to provide administrative services, manage its
                    business affairs and supervise the investment of its assets.
                    The Investment Manager has, in turn, contracted with the
                    Sub-Advisor -- TCW Funds Management, Inc. -- to invest the
                    Fund's assets, including the placing of orders for the
                    purchase and sale of portfolio securities. Prior to June 28,
                    1999, TCW Funds Management, Inc. acted as the Fund's advisor
                    and Morgan Stanley Dean Witter Services Company Inc. a
                    wholly-owned subsidiary of the Investment Manager, served as
                    the Fund's manager. The Investment Manager is a wholly-owned
                    subsidiary of Morgan Stanley Dean Witter & Co., a preeminent
                    global financial services firm that maintains leading market
                    positions in each of its three primary businesses:
                    securities, asset management and credit services. The
                    Manager's main business office is located at Two World Trade
                    Center, New York, NY 10048.

                    The Sub-Advisor is a wholly-owned subsidiary of TCW Group,
                    Inc., whose direct and indirect subsidiaries provide a
                    variety of trust, investment management and investment
                    advisory services. The Sub-Advisor's main business office is
                    located at 865 South Figueroa Street, Suite 1800, Los
                    Angeles, California 90017.

                    Michael P. Reilly, Managing Director of the Sub-Advisor, is
                    the primary portfolio manager of the Fund. Mr. Reilly has
                    been a portfolio manager with affiliated companies of the
                    TCW Group for over five years.

                    The Fund pays the Investment Manager a monthly management
                    fee as full compensation for the services and facilities
                    furnished to the Fund, and for Fund expenses assumed by the
                    Investment Manager. The fee is based on the Fund's average
                    daily net assets. The Investment Manager pays the
                    Sub-Advisor monthly compensation equal to 40% of this fee.
                    For the fiscal year ended January 31, 1999 the Fund accrued
                    aggregate total compensation to Morgan Stanley Dean Witter
                    Services Company Inc. (at that time the Fund's manager) and
                    TCW Funds Management, Inc. (at that time acting as the
                    Fund's advisor, rather than sub-advisor) of 1.25% of the
                    Fund's average daily net assets (0.75% to Morgan Stanley
                    Dean Witter Services Company Inc. and 0.50% to TCW Funds
                    Management, Inc.).

                                                                               9
<PAGE>
[Sidebar]
CONTACTING A FINANCIAL ADVISOR
If you are new to the Morgan Stanley Dean Witter Family of Funds and would like
to contact a Financial Advisor, call (800) THE-DEAN for the telephone number of
the Morgan Stanley Dean Witter office nearest you. You may also access our
office locator on our
Internet site at:
www.deanwitter.com/funds

[End Sidebar]

SHAREHOLDER INFORMATION

[ICON]              PRICING FUND SHARES
- --------------------------------------------------------------------------------
                    The price of Fund shares (excluding sales charges), called
                    "net asset value," is based on the value of the Fund's
                    portfolio securities. The net asset value of each Class,
                    however, will differ because the Classes have different
                    ongoing distribution fees.

                    The net asset value per share of the Fund is determined once
                    daily at 4:00 p.m. Eastern time, on each day that the New
                    York Stock Exchange is open (or, on days when the New York
                    Stock Exchange closes prior to 4:00 p.m., at such earlier
                    time). Shares will not be priced on days that the New York
                    Stock Exchange is closed.

                    The value of the Fund's portfolio securities is based on the
                    securities' market price when available. When a market price
                    is not readily available, including circumstances under
                    which the Investment Manager and/or Sub-Advisor determines
                    that a security's market price is not accurate, a portfolio
                    security is valued at its fair value, as determined under
                    procedures established by the Fund's Board of Trustees. In
                    these cases, the Fund's net asset value will reflect certain
                    portfolio securities' fair value rather than their market
                    price. Due to the Fund's holdings of securities that are
                    primarily listed on foreign exchanges, the value of the
                    Fund's portfolio securities may change on days when you will
                    not be able to purchase or sell your shares.

                    An exception to the Fund's general policy of using market
                    prices concerns its short-term debt portfolio securities.
                    Debt securities with remaining maturities of sixty days or
                    less at the time of purchase are valued at amortized cost.
                    However, if the cost does not reflect the securities' market
                    value, these securities will be valued at their fair value.

[ICON]              HOW TO BUY SHARES
- --------------------------------------------------------------------------------
                    You may open a new account to buy Fund shares or buy
                    additional Fund shares for an existing account by contacting
                    your Morgan Stanley Dean Witter Financial Advisor or other
                    authorized financial representative. Your Financial Advisor
                    will assist you, step-by-step, with the procedures to invest
                    in the Fund. You may also purchase shares directly by
                    calling the Fund's transfer agent and requesting an
                    application.

                    Because every investor has different immediate financial
                    needs and long-term investment goals, the Fund offers
                    investors four Classes of shares: Classes A, B, C and D.
                    Class D shares are only offered to a limited group of
                    investors. Each Class of shares offers a distinct structure
                    of sales charges, distribution and service fees, and other
                    features that are designed to address a variety of needs.
                    Your Financial Advisor or other authorized financial
                    representative can help you decide which Class may be most
                    appropriate for you. When purchasing Fund shares, you must
                    specify which Class of shares you wish to purchase.

                    When you buy Fund shares, the shares are purchased at the
                    next share price calculated (less any applicable front-end
                    sales charge for Class A shares) after we receive your
                    purchase order. Your payment is due on the third business
                    day after you place your purchase order. We reserve the
                    right to reject any order for the purchase of Fund shares.

 10
<PAGE>
[Sidebar]
EASYINVEST-SM-
A purchase plan that allows you to transfer money automatically from your
checking or savings account or from a Money Market Fund on a semi-monthly,
monthly or quarterly basis. Contact your Morgan Stanley Dean Witter Financial
Advisor for further information about this service.
[End Sidebar]

<TABLE>
<CAPTION>
MINIMUM INVESTMENT AMOUNTS
- ------------------------------------------------------------------------------------------------
                                                                            MINIMUM INVESTMENT
                                                                          ----------------------
 INVESTMENT OPTIONS                                                       INITIAL    ADDITIONAL
<S>                                  <C>                                  <C>        <C>
- ------------------------------------------------------------------------------------------------
 Regular Accounts:                                                         $ 1,000      $ 100
- ------------------------------------------------------------------------------------------------
 Individual Retirement Accounts:     Regular IRAs                          $ 1,000      $ 100
                                     Education IRAs                           $500      $ 100
- ------------------------------------------------------------------------------------------------
 EASYINVEST-SM-                      (Automatically from your checking
                                     or savings account or Money Market
                                     Fund)                                   $100*      $ 100*
- ------------------------------------------------------------------------------------------------
</TABLE>

*    Provided your schedule of investments totals $1,000 in twelve months.

                    There is no minimum investment amount if you purchase Fund
                    shares through: (1) the Investment Manager's mutual fund
                    asset allocation plan, (2) a program, approved by the Fund's
                    distributor, in which you pay an asset-based fee for
                    advisory, administrative and/or brokerage services, or (3)
                    employer-sponsored employee benefit plan accounts.

                    INVESTMENT OPTIONS FOR CERTAIN INSTITUTIONAL AND OTHER
                    INVESTORS/CLASS D SHARES. To be eligible to purchase Class D
                    shares, you must qualify under one of the investor
                    categories specified in the "Share Class Arrangements"
                    section of this PROSPECTUS.

                    SUBSEQUENT INVESTMENTS SENT DIRECTLY TO THE FUND. In
                    addition to buying additional Fund shares for an existing
                    account by contacting your Morgan Stanley Dean Witter
                    Financial Advisor, you may send a check directly to the
                    Fund. To buy additional shares in this manner:

                    - Write a "letter of instruction" to the Fund specifying the
                      name(s) on the account, the account number, the social
                      security or tax identification number, the Class of shares
                      you wish to purchase and the investment amount (which
                      would include any applicable front-end sales charge). The
                      letter must be signed by the account owner(s).

                    - Make out a check for the total amount payable to: Morgan
                      Stanley Dean Witter Latin American Growth Fund.

                    - Mail the letter and check to Morgan Stanley Dean Witter
                      Trust FSB at P.O. Box 1040, Jersey City, NJ 07303.

[ICON]              HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
                    PERMISSIBLE FUND EXCHANGES. You may exchange shares of any
                    Class of the Fund for the same Class of any other
                    continuously offered Multi-Class Fund, or for shares of a
                    No-Load Fund, a Money Market Fund, North American Government
                    Income Trust or Short-Term U.S. Treasury Trust, without the
                    imposition of an exchange fee. See the inside back cover of
                    this PROSPECTUS for each Morgan Stanley Dean Witter

                                                                              11
<PAGE>
                    Fund's designation as a Multi-Class Fund, No-Load Fund or
                    Money Market Fund. If a Morgan Stanley Dean Witter Fund is
                    not listed, consult the inside back cover of that Fund's
                    PROSPECTUS for its designation. For the purpose of
                    exchanges, shares of FSC Funds (subject to a front-end sales
                    charge) are treated as Class A shares of a Multi-Class Fund.

                    Exchanges may be made after shares of the Fund acquired by
                    purchase have been held for thirty days. There is no waiting
                    period for exchanges of shares acquired by exchange or
                    dividend reinvestment. The current PROSPECTUS for each Fund
                    describes its investment objective(s), policies and
                    investment minimums, and should be read before investment.

                    EXCHANGE PROCEDURES. You can process an exchange by
                    contacting your Morgan Stanley Dean Witter Financial Advisor
                    or other authorized financial representative. Otherwise, you
                    must forward an exchange privilege authorization form to the
                    Fund's transfer agent - Morgan Stanley Dean Witter Trust FSB
                    - and then write the transfer agent or call (800) 869-NEWS
                    to place an exchange order. You can obtain an exchange
                    privilege authorization form by contacting your Financial
                    Advisor or other authorized financial representative or by
                    calling (800) 869-NEWS. If you hold share certificates, no
                    exchanges may be processed until we have received all
                    applicable share certificates.

                    An exchange to any Fund (except a Money Market Fund) is made
                    on the basis of the next calculated net asset values of the
                    Funds involved after the exchange instructions are accepted.
                    When exchanging into a Money Market Fund, the Fund's shares
                    are sold at their next calculated net asset value and the
                    Money Market Fund's shares are purchased at their net asset
                    value on the following business day.

                    The Fund may terminate or revise the exchange privilege upon
                    required notice. Certain services normally available to
                    shareholders of Money Market Funds, including the check
                    writing privilege, are not available for Money Market Fund
                    shares you acquire in an exchange.

                    TELEPHONE EXCHANGES. For your protection when calling Morgan
                    Stanley Dean Witter Trust FSB, we will employ reasonable
                    procedures to confirm that exchange instructions
                    communicated over the telephone are genuine. These
                    procedures may include requiring various forms of personal
                    identification such as name, mailing address, social
                    security or other tax identification number. Telephone
                    instructions also may be recorded.

                    Telephone instructions will be accepted if received by the
                    Fund's transfer agent between 9:00 a.m. and 4:00 p.m.
                    Eastern time, on any day the New York Stock Exchange is open
                    for business. During periods of drastic economic or market
                    changes, it is possible that the telephone exchange
                    procedures may be difficult to implement, although this has
                    not been the case with the Fund in the past.

                    MARGIN ACCOUNTS. If you have pledged your Fund shares in a
                    margin account, contact your Morgan Stanley Dean Witter
                    Financial Advisor or other authorized financial
                    representative regarding restrictions on the exchange of
                    such shares.

 12
<PAGE>
                    TAX CONSIDERATIONS OF EXCHANGES. If you exchange shares of
                    the Fund for shares of another Morgan Stanley Dean Witter
                    Fund there are important tax considerations. For tax
                    purposes, the exchange out of the Fund is considered a sale
                    of Fund shares - and the exchange into the other Fund is
                    considered a purchase. As a result, you may realize a
                    capital gain or loss.

                    You should review the "Tax Consequences" section and consult
                    your own tax professional about the tax consequences of an
                    exchange.

                    FREQUENT EXCHANGES. A pattern of frequent exchanges may
                    result in the Fund limiting or prohibiting, at its
                    discretion, additional purchases and/or exchanges. The Fund
                    will notify you in advance of limiting your exchange
                    privileges.

                    CDSC CALCULATIONS ON EXCHANGES. See the "Share Class
                    Arrangements" section of this PROSPECTUS for a further
                    discussion of how applicable contingent deferred sales
                    charges (CDSCs) are calculated for shares of one Fund that
                    are exchanged for shares of another.

                    For further information regarding exchange privileges, you
                    should contact your Morgan Stanley Dean Witter Financial
                    Advisor or call (800) 869-NEWS.

[ICON]              HOW TO SELL SHARES
- --------------------------------------------------------------------------------
                    You can sell some or all of your Fund shares at any time. If
                    you sell Class A, Class B or Class C shares, your net sale
                    proceeds are reduced by the amount of any applicable CDSC.
                    Your shares will be sold at the next share price calculated
                    after we receive your order to sell as described below.

<TABLE>
<CAPTION>
 OPTIONS            PROCEDURES
<S>                 <C>
- --------------------------------------------------------------------------------
 Contact your       To sell your shares, simply call your Morgan Stanley Dean
 Financial Advisor  Witter Financial Advisor or other authorized financial
                    representative.
                    ------------------------------------------------------------
                    Payment will be sent to the address to which the account is
                    registered or deposited in your brokerage account.
    [ICON]
- --------------------------------------------------------------------------------
 By Letter          You can also sell your shares by writing a "letter of
                    instruction" that includes:
                    - your account number;
                    - the dollar amount or the number of shares you wish to
                      sell;
                    - the Class of shares you wish to sell; and
                    - the signature of each owner as it appears on the account.
    [ICON]
                    ------------------------------------------------------------
                    If you are requesting payment to anyone other than the
                    registered owner(s) or that payment be sent to any address
                    other than the address of the registered owner(s) or
                    pre-designated bank account, you will need a signature
                    guarantee. You can obtain a signature guarantee from an
                    eligible guarantor acceptable to Morgan Stanley Dean Witter
                    Trust FSB. (You should contact Morgan Stanley Dean Witter
                    Trust FSB at (800) 869-NEWS for a determination as to
                    whether a particular institution is an eligible guarantor.)
                    A notary public CANNOT provide a signature guarantee.
                    Additional documentation may be required for shares held by
                    a corporation, partnership, trustee or executor.
                    ------------------------------------------------------------
                    Mail the letter to Morgan Stanley Dean Witter Trust FSB at
                    P.O. Box 983, Jersey City, NJ 07303. If you hold share
                    certificates, you must return the certificates, along with
                    the letter and any required additional documentation.
                    ------------------------------------------------------------
                    A check will be mailed to the name(s) and address in which
                    the account is registered, or otherwise according to your
                    instructions.
                    ------------------------------------------------------------
</TABLE>

                                                                              13
<PAGE>

<TABLE>
<CAPTION>
 OPTIONS            PROCEDURES
<S>                 <C>
- --------------------------------------------------------------------------------
 Systematic         If your investment in all of the Morgan Stanley Dean Witter
 Withdrawal Plan    Family of Funds has a total market value of at least
                    $10,000, you may elect to withdraw amounts of $25 or more,
                    or in any whole percentage of a Fund's balance (provided the
                    amount is at least $25), on a monthly, quarterly,
                    semi-annual basis, from any Fund with a balance of at least
                    $1,000. Each time you add a Fund to the plan, you must meet
                    the plan requirements.
    [ICON]
                    ------------------------------------------------------------
                    Amounts withdrawn are subject to any applicable CDSC. A CDSC
                    may be waived under certain circumstances. See the Class B
                    waiver categories listed in the "Share Class Arrangements"
                    section of this Prospectus.
                    ------------------------------------------------------------
                    To sign up for the Systematic Withdrawal Plan, contact your
                    Morgan Stanley Dean Witter Financial Advisor or call (800)
                    869-NEWS. You may terminate or suspend your plan at any
                    time. Please remember that withdrawals from the plan are
                    sales of shares, not Fund "distributions," and ultimately
                    may exhaust your account balance. The Fund may terminate or
                    revise the plan at any time.
- --------------------------------------------------------------------------------
</TABLE>

                    PAYMENT FOR SOLD SHARES. After we receive your complete
                    instruction to sell as described above, a check will be
                    mailed to you within seven days, although we will attempt to
                    make payment within one business day. Payment may also be
                    sent to your brokerage account.

                    Payment may be postponed or the right to sell your shares
                    suspended, however, under unusual circumstances. If you
                    request to sell shares that were recently purchased by
                    check, payment of the sale proceeds may be delayed for the
                    minimum time needed to verify that the check has been
                    honored (not more than fifteen days from the time we receive
                    the check).

                    TAX CONSIDERATIONS. Normally, your sale of Fund shares is
                    subject to federal and state income tax. You should review
                    the "Tax Consequences" section of this PROSPECTUS and
                    consult your own tax professional about the tax consequences
                    of a sale.

                    REINSTATEMENT PRIVILEGE. If you sell Fund shares and have
                    not previously exercised the reinstatement privilege, you
                    may, within 35 days after the date of sale, invest any
                    portion of the proceeds in the same Class of Fund shares at
                    their net asset value and receive a pro rata credit for any
                    CDSC paid in connection with the sale.

                    INVOLUNTARY SALES. The Fund reserves the right, on sixty
                    days' notice, to sell the shares of any shareholder (other
                    than shares held in an IRA or 403(b) Custodial Account)
                    whose shares, due to sales by the shareholder, have a value
                    below $100, or in the case of an account opened through
                    EASYINVEST-SM-, if after 12 months the shareholder has
                    invested less than $1,000 in the account.

                    However, before the Fund sells your shares in this manner,
                    we will notify you and allow you sixty days to make an
                    additional investment in an amount that will increase the
                    value of your account to at least the required amount before
                    the sale is processed. No CDSC will be imposed on any
                    involuntary sale.

 14
<PAGE>
[Sidebar]
TARGETED DIVIDENDS-SM-
You may select to have your Fund distributions automatically invested in other
Classes of Fund shares or Classes of another Morgan Stanley Dean Witter Fund
that you own. Contact your Morgan Stanley Dean Witter Financial Advisor for
further information about this service.
[End Sidebar]

                    MARGIN ACCOUNTS. If you have pledged your Fund shares in a
                    margin account, contact your Morgan Stanley Dean Witter
                    Financial Advisor or other authorized financial
                    representative regarding restrictions on the sale of such
                    shares.

[ICON]              DISTRIBUTIONS
- --------------------------------------------------------------------------------
                    The Fund passes substantially all of its earnings from
                    income and capital gains along to its investors as
                    "distributions." The Fund earns income from stocks and
                    interest from fixed-income investments. These amounts are
                    passed along to Fund shareholders as "income dividend
                    distributions." The Fund realizes capital gains whenever it
                    sells securities for a higher price than it paid for them.
                    These amounts may be passed along as "capital gain
                    distributions."

                    The Fund declares income dividends separately for each
                    Class. Distributions paid on Class A and Class D shares
                    usually will be higher than for Class B and Class C because
                    distribution fees that Class B and Class C pay are higher.
                    Normally, income dividends are distributed to shareholders
                    semi-annually. Capital gains, if any, are usually
                    distributed in June and December. The Fund, however, may
                    retain and reinvest any long-term capital gains. The Fund
                    may at times make payments from sources other than income or
                    capital gains that represent a return of a portion of your
                    investment.

                    Distributions are reinvested automatically in additional
                    shares of the same Class and automatically credited to your
                    account, unless you request in writing that all
                    distributions be paid in cash. If you elect the cash option,
                    the Fund will mail a check to you no later than seven
                    business days after the distribution is declared. No
                    interest will accrue on uncashed checks. If you wish to
                    change how your distributions are paid, your request should
                    be received by the Fund's transfer agent, Morgan Stanley
                    Dean Witter Trust FSB, at least five business days prior to
                    the record date of the distributions.

[ICON]              TAX CONSEQUENCES
- --------------------------------------------------------------------------------
                    As with any investment, you should consider how your Fund
                    investment will be taxed. The tax information in this
                    PROSPECTUS is provided as general information. You should
                    consult your own tax professional about the tax consequences
                    of an investment in the Fund.

                    Unless your investment in the Fund is through a tax-deferred
                    retirement account, such as a 401(k) plan or IRA, you need
                    to be aware of the possible tax consequences when:

                    - The Fund makes distributions; and

                    - You sell Fund shares, including an exchange to another
                      Fund.

                    TAXES ON DISTRIBUTIONS. Your distributions are normally
                    subject to federal and state income tax when they are paid,
                    whether you take them in cash or reinvest them in Fund
                    shares. A distribution also may be subject to local income
                    tax. Any income dividend distributions and any short-term
                    capital gain distributions are

                                                                              15
<PAGE>
                    taxable to you as ordinary income. Any long-term capital
                    gain distributions are taxable as long-term capital gains,
                    no matter how long you have owned shares in the Fund.

                    Every January, you will be sent a statement (IRS Form
                    1099-DIV) showing the taxable distributions paid to you in
                    the previous year. The statement provides full information
                    on your dividends and capital gains for tax purposes.

                    TAXES ON SALES. Your sale of Fund shares normally is subject
                    to federal and state income tax and may result in a taxable
                    gain or loss to you. A sale also may be subject to local
                    income tax. Your exchange of Fund shares for shares of
                    another Fund is treated for tax purposes like a sale of your
                    original shares and a purchase of your new shares. Thus, the
                    exchange may, like a sale, result in a taxable gain or loss
                    to you and will give you a new tax basis for your new
                    shares.

                    When you open your Fund account, you should provide your
                    social security or tax identification number on your
                    investment application. By providing this information, you
                    will avoid being subject to a federal backup withholding tax
                    of 31% on taxable distributions and redemption proceeds. Any
                    withheld amount would be sent to the IRS as an advance tax
                    payment.

[ICON]              SHARE CLASS ARRANGEMENTS
- --------------------------------------------------------------------------------
                    The Fund offers several Classes of shares having different
                    distribution arrangements designed to provide you with
                    different purchase options according to your investment
                    needs. Your Morgan Stanley Dean Witter Financial Advisor or
                    other authorized financial representative can help you
                    decide which Class may be appropriate for you.

                    The general public is offered three Classes: Class A shares,
                    Class B shares and Class C shares, which differ principally
                    in terms of sales charges and ongoing expenses. A fourth
                    Class, Class D shares, is offered only to a limited category
                    of investors. Shares that you acquire through reinvested
                    distributions will not be subject to any front-end sales
                    charge or CDSC - contingent deferred sales charge. Sales
                    personnel may receive different compensation for selling
                    each Class of shares. The sales charges applicable to each
                    Class provide for the distribution financing of shares of
                    that Class.

 16
<PAGE>
[Sidebar]
FRONT-END SALES CHARGE OR FSC
An initial sales charge you pay when purchasing Class A shares that is based on
a percentage of the offering price. The percentage declines based upon the
dollar value of Class A shares you purchase. We offer three ways to reduce your
Class A sales charges - the Combined Purchase Privilege, Right of Accumulation
and Letter of Intent.
[End Sidebar]

                    The chart below compares the sales charge and maximum annual
                    12b-1 fee applicable to each Class:

<TABLE>
<CAPTION>
                                                      MAXIMUM
CLASS   SALES CHARGE                              ANNUAL 12b-1 FEE
<S>     <C>                                       <C>
- ------------------------------------------------------------------
 A      Maximum 5.25% initial sales charge
        reduced for purchase of $25,000 or more;
        shares sold without an initial sales
        charge are generally subject to a 1.0%
        CDSC during first year                              0.25%
- ------------------------------------------------------------------
 B      Maximum 5.0% CDSC during the first year
        decreasing to 0% after six years                    1.0%
- ------------------------------------------------------------------
 C      1.0% CDSC during first year                         1.0%
- ------------------------------------------------------------------
 D      None                                            None
- ------------------------------------------------------------------
</TABLE>

                     CLASS A SHARES  Class A shares are sold at net asset value
                    plus an initial sales charge of up to 5.25%. The initial
                    sales charge is reduced for purchases of $25,000 or more
                    according to the schedule below. Investments of $1 million
                    or more are not subject to an initial sales charge, but are
                    generally subject to a contingent deferred sales charge, or
                    CDSC, of 1.0% on sales made within one year after the last
                    day of the month of purchase. The CDSC will be assessed in
                    the same manner and with the same CDSC waivers as with Class
                    B shares. Class A shares are also subject to a distribution
                    (12b-1) fee of up to 0.25% of the average daily net assets
                    of the Class.

                    The offering price of Class A shares includes a sales charge
                    (expressed as a percentage of the offering price) on a
                    single transaction as shown in the following table:

<TABLE>
<CAPTION>
                                                       FRONT-END SALES CHARGE
                                          -------------------------------------------------
 AMOUNT OF SINGLE                             PERCENTAGE OF       APPROXIMATE PERCENTAGE OF
 TRANSACTION                              PUBLIC OFFERING PRICE      NET AMOUNT INVESTED
<S>                                       <C>                     <C>
- -------------------------------------------------------------------------------------------
 Less than $25,000                                 5.25%                     5.54%
- -------------------------------------------------------------------------------------------
 $25,000 but less than $50,000                     4.75%                     4.99%
- -------------------------------------------------------------------------------------------
 $50,000 but less than $100,000                    4.00%                     4.17%
- -------------------------------------------------------------------------------------------
 $100,000 but less than $250,000                   3.00%                     3.09%
- -------------------------------------------------------------------------------------------
 $250,000 but less than $1 million                 2.00%                     2.04%
- -------------------------------------------------------------------------------------------
 $1 million and over                               0.00%                     0.00%
- -------------------------------------------------------------------------------------------
</TABLE>

                    The reduced sales charge schedule is applicable to purchases
                    of Class A shares in a single transaction by:

                    - A single account (including an individual, trust or
                      fiduciary account).

                    - Family member accounts (limited to husband, wife and
                      children under the age of 21).

                    - Pension, profit sharing or other employee benefit plans of
                      companies and their affiliates.

                    - Tax-exempt organizations.

                    - Groups organized for a purpose other than to buy mutual
                      fund shares.

                                                                              17
<PAGE>
                    COMBINED PURCHASE PRIVILEGE. You also will have the benefit
                    of reduced sales charges by combining purchases of Class A
                    shares of the Fund in a single transaction with purchases of
                    Class A shares of other Multi-Class Funds and shares of FSC
                    Funds.

                    RIGHT OF ACCUMULATION. You also may benefit from a reduction
                    of sales charges if the cumulative net asset value of Class
                    A shares of the Fund purchased in a single transaction,
                    together with shares of other Funds you currently own which
                    were previously purchased at a price including a front-end
                    sales charge (including shares acquired through reinvestment
                    of distributions), amounts to $25,000 or more. Also, if you
                    have a cumulative net asset value of all your Class A and
                    Class D shares equal to at least $5 million (or $25 million
                    for certain employee benefit plans), you are eligible to
                    purchase Class D shares of any Fund subject to the Fund's
                    minimum initial investment requirement.

                    You must notify your Morgan Stanley Dean Witter Financial
                    Advisor or other authorized financial representative (or
                    Morgan Stanley Dean Witter Trust FSB if you purchase
                    directly through the Fund), at the time a purchase order is
                    placed, that the purchase qualifies for the reduced charge
                    under the Right of Accumulation. Similar notification must
                    be made in writing when an order is placed by mail. The
                    reduced sales charge will not be granted if: (i)
                    notification is not furnished at the time of the order; or
                    (ii) a review of the records of Dean Witter Reynolds or
                    other authorized dealer of Fund shares or the Fund's
                    transfer agent does not confirm your represented holdings.

                    LETTER OF INTENT. The schedule of reduced sales charges for
                    larger purchases also will be available to you if you enter
                    into a written "letter of intent." A letter of intent
                    provides for the purchase of Class A shares of the Fund or
                    other Multi-Class Funds or shares of FSC Funds within a
                    thirteen month period. The initial purchase under a letter
                    of intent must be at least 5% of the stated investment goal.
                    To determine the applicable sales charge reduction, you may
                    also include: (1) the cost of shares of other Morgan Stanley
                    Dean Witter Multi-Class Funds which were previously
                    purchased at a price including a front-end sales charge
                    during the 90-day period prior to the distributor receiving
                    the letter of intent, and (2) the cost of shares of other
                    Funds you currently own acquired in exchange for shares of
                    Funds purchased during that period at a price including a
                    front-end sales charge. You can obtain a letter of intent by
                    contacting your Morgan Stanley Dean Witter Financial Advisor
                    or other authorized financial representative, or by calling
                    (800) 869-NEWS. If you do not achieve the stated investment
                    goal within the thirteen month period, you are required to
                    pay the difference between the sales charges otherwise
                    applicable and sales charges actually paid, which may be
                    deducted from your investment.

                    OTHER SALES CHARGE WAIVERS. In addition to investments of $1
                    million or more, your purchase of Class A shares is not
                    subject to a front-end sales charge (or a CDSC upon sale) if
                    your account qualifies under one of the following
                    categories:

                    - A trust for which Morgan Stanley Dean Witter Trust FSB
                      provides discretionary trustee services.

 18
<PAGE>
[Sidebar]
CONTINGENT DEFERRED SALES CHARGE OR CDSC

A fee you pay when you sell shares of certain Morgan Stanley Dean Witter Funds
purchased without an initial sales charge. This fee declines the longer you hold
your shares as set forth in the table.
[End Sidebar]

                    - Persons participating in a fee-based investment program
                      (subject to all of its terms and conditions, including
                      mandatory sale or transfer restrictions on termination)
                      approved by the Fund's distributor pursuant to which they
                      pay an asset-based fee for investment advisory,
                      administrative and/or brokerage services.

                    - Employer-sponsored employee benefit plans, whether or not
                      qualified under the Internal Revenue Code, for which
                      Morgan Stanley Dean Witter Trust FSB serves as trustee or
                      Dean Witter Reynolds' Retirement Plan Services serves as
                      recordkeeper under a written Recordkeeping Services
                      Agreement ("MSDW Eligible Plans") which have at least 200
                      eligible employees.

                    - A MSDW Eligible Plan whose Class B shares have converted
                      to Class A shares, regardless of the plan's asset size or
                      number of eligible employees.

                    - A client of a Morgan Stanley Dean Witter Financial Advisor
                      who joined us from another investment firm within six
                      months prior to the date of purchase of Fund shares, and
                      you used the proceeds from the sale of shares of a
                      proprietary mutual fund of that Financial Advisor's
                      previous firm that imposed either a front-end or deferred
                      sales charge to purchase Class A shares, provided that:
                      (1) you sold the shares not more than 60 days prior to the
                      purchase of Fund shares, and (2) the sale proceeds were
                      maintained in the interim in cash or a money market fund.

                    - Current or retired Directors/Trustees of the Morgan
                      Stanley Dean Witter Funds, such persons' spouses and
                      children under the age of 21, and trust accounts for which
                      any of such persons is a beneficiary.

                    - Current or retired directors, officers and employees of
                      Morgan Stanley Dean Witter & Co. and any of its
                      subsidiaries, such persons' spouses and children under the
                      age of 21 and trust accounts for which any of such persons
                      is a beneficiary.

                     CLASS B SHARES  Class B shares are offered at net asset
                    value with no initial sales charge but are subject to a
                    contingent deferred sales charge, or CDSC, as set forth in
                    the table below. For the purpose of calculating the CDSC,
                    shares are deemed to have been purchased on the last day of
                    the month during which they were purchased.

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

                                                                              19
<PAGE>
                    Each time you place an order to sell or exchange shares,
                    shares with no CDSC will be sold or exchanged first, then
                    shares with the lowest CDSC will be sold or exchanged next.
                    For any shares subject to a CDSC, the CDSC will be assessed
                    on an amount equal to the lesser of the current market value
                    or the cost of the shares being sold.

                    CDSC WAIVERS. A CDSC, if otherwise applicable, will be
                    waived in the case of:

                    - Sales of shares held at the time you die or become
                      disabled (within the definition in Section 72(m)(7) of the
                      Internal Revenue Code which relates to the ability to
                      engage in gainful employment), if the shares are: (i)
                      registered either in your name (not a trust) or in the
                      names of you and your spouse as joint tenants with right
                      of survivorship; or (ii) held in a qualified corporate or
                      self-employed retirement plan, IRA or 403(b) Custodial
                      Account, provided in either case that the sale is
                      requested within one year of your death or initial
                      determination of disability.

                    - Sales in connection with the following retirement plan
                      "distributions:" (i) lump-sum or other distributions from
                      a qualified corporate or self-employed retirement plan
                      following retirement (or, in the case of a "key employee"
                      of a "top heavy" plan, following attainment of age 59
                      1/2); (ii) distributions from an IRA or 403(b) Custodial
                      Account following attainment of age 59 1/2; or (iii) a
                      tax-free return of an excess IRA contribution (a
                      "distribution" does not include a direct transfer of IRA,
                      403(b) Custodial Account or retirement plan assets to a
                      successor custodian or trustee).

                    - Sales of shares held for you as a participant in a MSDW
                      Eligible Plan.

                    - Sales of shares in connection with the Systematic
                      Withdrawal Plan of up to 12% annually of the value of each
                      Fund from which plan sales are made. The percentage is
                      determined on the date you establish the Systematic
                      Withdrawal Plan and based on the next calculated share
                      price. You may have this CDSC waiver applied in amounts up
                      to 1% per month, 3% per quarter, 6% semi-annually or 12%
                      annually. Shares with no CDSC will be sold first, followed
                      by those with the lowest CDSC. As such, the waiver benefit
                      will be reduced by the amount of your shares that are not
                      subject to a CDSC. If you suspend your participation in
                      the plan, you may later resume plan payments without
                      requiring a new determination of the account value for the
                      12% CDSC Waiver.

                    All waivers will be granted only following the Distributor
                    receiving confirmation of your entitlement. If you believe
                    you are eligible for a CDSC waiver, please contact your
                    Financial Advisor or call (800) 869-NEWS.

                    DISTRIBUTION FEE. Class B shares are subject to an annual
                    12b-1 fee of 1.0% of the lesser of: (a) the average daily
                    aggregate gross purchases by all shareholders of the Fund's
                    Class B shares since the inception of the Fund (not
                    including reinvestments of dividends or capital gains
                    distributions), less the average daily aggregate net asset
                    value of the Fund's Class B shares sold by all shareholders
                    since the Fund's inception upon which a CDSC has been
                    imposed or waived, or (b) the average daily net assets of
                    Class B.

 20
<PAGE>
                    CONVERSION FEATURE. After ten (10) years, Class B shares
                    will convert automatically to Class A shares of the Fund
                    with no initial sales charge. The ten year period runs from
                    the last day of the month in which the shares were
                    purchased, or in the case of Class B shares acquired through
                    an exchange, from the last day of the month in which the
                    original Class B shares were purchased; the shares will
                    convert to Class A shares based on their relative net asset
                    values in the month following the ten year period. At the
                    same time, an equal proportion of Class B shares acquired
                    through automatically reinvested distributions will convert
                    to Class A shares on the same basis. (Class B shares held
                    before May 1, 1997, however, will convert to Class A shares
                    in May 2007).

                    In the case of Class B shares held in a MSDW Eligible Plan,
                    the plan is treated as a single investor and all Class B
                    shares will convert to Class A shares on the conversion date
                    of the Class B shares of a Morgan Stanley Dean Witter Fund
                    purchased by that plan.

                    Currently, the Class B share conversion is not a taxable
                    event; the conversion feature may be cancelled if it is
                    deemed a taxable event in the future by the Internal Revenue
                    Service.

                    If you exchange your Class B shares for shares of a Money
                    Market Fund, a No-Load Fund, North American Government
                    Income Trust or Short-Term U.S. Treasury Trust, the holding
                    period for conversion is frozen as of the last day of the
                    month of the exchange and resumes on the last day of the
                    month you exchange back into Class B shares.

                    EXCHANGING SHARES SUBJECT TO A CDSC. There are special
                    considerations when you exchange Fund shares that are
                    subject to a CDSC. When determining the length of time you
                    held the shares and the corresponding CDSC rate, any period
                    (starting at the end of the month) during which you held
                    shares of a fund that does NOT charge a CDSC WILL NOT BE
                    COUNTED. Thus, in effect the "holding period" for purposes
                    of calculating the CDSC is frozen upon exchanging into a
                    fund that does not charge a CDSC.

                    For example, if you held Class B shares of the Fund in a
                    regular account for one year, exchanged to Class B of
                    another Morgan Stanley Dean Witter Multi-Class Fund for
                    another year, then sold your shares, a CDSC rate of 4% would
                    be imposed on the shares based on a two year holding period
                    - one year for each Fund. However, if you had exchanged the
                    shares of the Fund for a Money Market Fund (which does not
                    charge a CDSC) instead of the Multi-Class Fund, then sold
                    your shares, a CDSC rate of 5% would be imposed on the
                    shares based on a one year holding period. The one year in
                    the Money Market Fund would not be counted. Nevertheless, if
                    shares subject to a CDSC are exchanged for a Fund that does
                    not charge a CDSC, you will receive a credit when you sell
                    the shares equal to the distribution (12b-1) fees, if any,
                    you paid on those shares while in that Fund up to the amount
                    of any applicable CDSC.

                    In addition, shares that are exchanged into or from a Morgan
                    Stanley Dean Witter Fund subject to a higher CDSC rate will
                    be subject to the higher rate, even if the shares are
                    re-exchanged into a Fund with a lower CDSC rate.

                                                                              21
<PAGE>
                     CLASS C SHARES  Class C shares are sold at net asset value
                    with no initial sales charge but are subject to a CDSC of
                    1.0% on sales made within one year after the last day of the
                    month of purchase. The CDSC will be assessed in the same
                    manner and with the same CDSC waivers as with Class B
                    shares.

                    DISTRIBUTION FEE. Class C shares are subject to an annual
                    distribution (12b-1) fee of up to 1.0% of the average daily
                    net assets of that Class. The Class C shares' distribution
                    fee may cause that Class to have higher expenses and pay
                    lower dividends than Class A or Class D shares. Unlike Class
                    B shares, Class C shares have no conversion feature and,
                    accordingly, an investor that purchases Class C shares may
                    be subject to distribution (12b-1) fees applicable to Class
                    C shares for an indefinite period.

                     CLASS D SHARES  Class D shares are offered without any
                    sales charge on purchases or sales and without any
                    distribution (12b-1) fee. Class D shares are offered only to
                    investors meeting an initial investment minimum of $5
                    million ($25 million for MSDW Eligible Plans) and the
                    following investor categories:

                    - Investors participating in the Investment Manager's mutual
                      fund asset allocation program (subject to all of its terms
                      and conditions, including mandatory sale or transfer
                      restrictions on termination) pursuant to which they pay an
                      asset-based fee.

                    - Persons participating in a fee-based investment program
                      (subject to all of its terms and conditions, including
                      mandatory sale or transfer restrictions on termination)
                      approved by the Fund's distributor pursuant to which they
                      pay an asset-based fee for investment advisory,
                      administrative and/or brokerage services.

                    - Employee benefit plans maintained by Morgan Stanley Dean
                      Witter & Co. or any of its subsidiaries for the benefit of
                      certain employees of Morgan Stanley Dean Witter & Co. and
                      its subsidiaries.

                    - Certain unit investment trusts sponsored by Dean Witter
                      Reynolds.

                    - Certain other open-end investment companies whose shares
                      are distributed by the Fund's distributor.

                    MEETING CLASS D ELIGIBILITY MINIMUMS. To meet the $5 million
                    ($25 million for MSDW Eligible Plans) initial investment to
                    qualify to purchase Class D shares you may combine: (1)
                    purchases in a single transaction of Class D shares of the
                    Fund and other Morgan Stanley Dean Witter Multi-Class Funds
                    and/or (2) previous purchases of Class A and D shares of
                    Multi-Class Funds and shares of FSC Funds you currently own,
                    along with shares of Morgan Stanley Dean Witter Funds you
                    currently own that you acquired in exchange for those
                    shares.

                     NO SALES CHARGES FOR REINVESTED CASH DISTRIBUTIONS  If you
                    receive a cash payment representing an income dividend or
                    capital gain and you reinvest

 22
<PAGE>
                    that amount in the applicable Class of shares by returning
                    the check within 30 days of the payment date, the purchased
                    shares would not be subject to an initial sales charge or
                    CDSC.

                     PLAN OF DISTRIBUTION (RULE 12B-1 FEES)  The Fund has
                    adopted a Plan of Distribution in accordance with Rule 12b-1
                    under the Investment Company Act of 1940 with respect to the
                    distribution of Class A, Class B and Class C shares. The
                    Plan allows the Fund to pay distribution fees for the sale
                    and distribution of these shares. It also allows the Fund to
                    pay for services to shareholders of Class A, Class B and
                    Class C shares. Because these fees are paid out of the
                    Fund's assets on an ongoing basis, over time these fees will
                    increase the cost of your investment in these Classes and
                    may cost you more than paying other types of sales charges.

                                                                              23
<PAGE>
FINANCIAL HIGHLIGHTS

        The financial highlights table is intended to help you understand the
        Fund's financial performance for the past 5 fiscal years of the Fund.
        Certain information reflects financial results for a single Fund share.
        The total returns in the table represent the rate an investor would
        have earned or lost on an investment in the Fund (assuming reinvestment
        of all dividends and distributions).

        This information has been audited by PricewaterhouseCoopers LLP, whose
        report, along with the Fund's financial statements, is included in the
        annual report, which is available upon request.

<TABLE>
<CAPTION>
 YEARS ENDED JANUARY 31,                                1999++         1998*++         1997           1996           1995
<S>                                                    <C>            <C>            <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------------------------------------

 CLASS B
- ----------------------------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
- ----------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                     $12.09         $11.47         $ 9.48         $ 9.35         $16.05
- ----------------------------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                            0.05          (0.09)         (0.04)         (0.06)         (0.17)
    Net realized and unrealized gain (loss)                (4.90)          0.71           2.03           0.19          (6.21)
                                                       ---------      ---------      ---------      ---------      ---------
 Total income (loss) from investment operations            (4.85)          0.62           1.99           0.13          (6.38)
- ----------------------------------------------------------------------------------------------------------------------------
 Less distributions from net realized gain                    --             --             --             --          (0.32)
- ----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                           $ 7.24         $12.09         $11.47         $ 9.48         $ 9.35
- ----------------------------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                          (40.12)%         5.41%         20.99%          1.39%        (40.12)%
- ----------------------------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- ----------------------------------------------------------------------------------------------------------------------------
 Expenses                                                   2.98%(1)       2.81%          2.78%          2.98%          2.87%
- ----------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                               0.49%(1)      (0.64)%        (0.29)%        (0.61)%        (1.46)%
- ----------------------------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- ----------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands               $ 105,678      $ 272,710      $ 270,843      $ 261,066      $ 294,774
- ----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                      27%            30%            29%            64%           145%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Prior to July 28, 1997, the Fund issued one class of shares. All shares of the
  Fund held prior to that date have been designated Class B shares.
++ The per share amounts were computed using an average number of shares
outstanding during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net
asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific
expenses.

 24
<PAGE>

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR
                                                                    ENDED        FOR THE PERIOD JULY 28,
                                                                 JANUARY 31,              1997*
                                                                     1999        THROUGH JANUARY 31, 1998
<S>                                                              <C>             <C>
- ---------------------------------------------------------------------------------------------------------

 CLASS A
- ---------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
- ---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                 $12.14                      $15.22
- ---------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                                        0.15                       (0.07)
    Net realized and unrealized loss                                   (4.96)                      (3.01)
                                                                 ------------                   --------
 Total loss from investment operations                                 (4.81)                      (3.08)
- ---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                       $ 7.33                      $12.14
- ---------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                      (39.62)%                    (20.24)%(1)
- ---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- ---------------------------------------------------------------------------------------------------------
 Expenses                                                               2.21%(3)                    2.15%(2)
- ---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                           1.26%(3)                   (1.04)%(2)
- ---------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- ---------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                                 $58                        $110
- ---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                  27%                         30%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CLASS C(++)
- ---------------------------------------------------------------------------------------------------------
 SELECTED PER SHARE DATA:
<S>                                                              <C>             <C>
- ---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                 $12.10                      $15.22
- ---------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                                        0.06                       (0.12)
    Net realized and unrealized loss                                   (4.92)                      (3.00)
                                                                 ------------                   --------
 Total loss from investment operations                                 (4.86)                      (3.12)
- ---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                       $ 7.24                      $12.10
- ---------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                      (40.17)%                    (20.50)%(1)
- ---------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- ---------------------------------------------------------------------------------------------------------
 Expenses                                                               2.98%(3)                    2.91%(2)
- ---------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                           0.49%(3)                   (1.76)%(2)
- ---------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- ---------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                                $369                        $792
- ---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                  27%                         30%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

* The date shares were first issued.
++ The per share amounts were computed using an average number of shares
outstanding during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net
asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) Reflects overall Fund ratios for investment income and non-class specific
expenses.

                                                                              25
<PAGE>

<TABLE>
<CAPTION>
                                                                FOR THE YEAR       FOR THE PERIOD JULY 28,
                                                                   ENDED                    1997*
                                                              JANUARY 31, 1999    THROUGH JANUARY 31, 1998
<S>                                                           <C>                 <C>
- -----------------------------------------------------------------------------------------------------------

 CLASS D(++)
- -----------------------------------------------------------------------------------------------------------

 SELECTED PER SHARE DATA:
- -----------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                               $12.16                         $15.22
- -----------------------------------------------------------------------------------------------------------
 INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income (loss)                                      0.16                          (0.04)
    Net realized and unrealized loss                                 (4.97)                         (3.02)
                                                                  --------                       --------
 Total loss from investment operations                               (4.81)                         (3.06)
- -----------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                     $ 7.35                         $12.16
- -----------------------------------------------------------------------------------------------------------

 TOTAL RETURN(+)                                                    (39.56)%                       (20.11)%(1)
- -----------------------------------------------------------------------------------------------------------

 RATIOS TO AVERAGE NET ASSETS:
- -----------------------------------------------------------------------------------------------------------
 Expenses                                                             1.98%(3)                       1.86%(2)
- -----------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                         1.49%(3)                      (0.52)%(3)
- -----------------------------------------------------------------------------------------------------------

 SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------------------
 Net assets, end of period, in thousands                                $5                             $8
- -----------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                27%                            30%
- -----------------------------------------------------------------------------------------------------------
</TABLE>

* The date shares were first issued.
++ The per share amounts were computed using an average number of shares
outstanding during the period.
+ Calculated based on the net asset value as of the last business day of the
period.
(1) Not annualized.
(2) Annualized.
(3) Reflects overall Fund ratios for investment income and non-class specific
expenses.

 26
<PAGE>
NOTES

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                                                                              27
<PAGE>
NOTES

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 28
<PAGE>
MORGAN STANLEY DEAN WITTER
FAMILY OF FUNDS

        The Morgan Stanley Dean Witter Family of Funds offers investors a wide
        range of investment choices. Come on in and meet the family!

- --------------------------------------------------------------------------------
 GROWTH FUNDS
- --------------------------------

GROWTH FUNDS
Aggressive Equity Fund
American Opportunities Fund
Capital Growth Securities
Developing Growth Securities
Equity Fund
Growth Fund
Market Leader Trust
Mid-Cap Equity Trust
Small Cap Growth Fund
Special Value Fund
Value Fund

THEME FUNDS
Financial Services Trust
Health Sciences Trust
Information Fund
Natural Resource Development Securities
Precious Metals and Minerals Trust

GLOBAL/INTERNATIONAL FUNDS
Competitive Edge Fund - "Best Ideas"
 Portfolio
European Growth Fund
Fund of Funds - International Portfolio
International Fund
International SmallCap Fund
Japan Fund
Latin American Growth Fund
Pacific Growth Fund

- --------------------------------------------------------------------------------
 GROWTH AND INCOME FUNDS
- --------------------------------
Balanced Growth Fund
Balanced Income Fund
Convertible Securities Trust
Dividend Growth Securities
Fund of Funds - Domestic Portfolio
Income Builder Fund
Mid-Cap Dividend Growth Securities
S&P 500 Index Fund
S&P 500 Select Fund
Strategist Fund
Total Return Trust
Value-Added Market Series/Equity Portfolio

THEME FUNDS
Global Utilities Fund
Real Estate Fund
Utilities Fund

GLOBAL FUNDS
Global Dividend Growth Securities

- --------------------------------------------------------------------------------
 INCOME FUNDS
- --------------------------------

GOVERNMENT INCOME FUNDS
Federal Securities Trust
Short-Term U.S. Treasury Trust
U.S. Government Securities Trust

DIVERSIFIED INCOME FUNDS
Diversified Income Trust

CORPORATE INCOME FUNDS
High Yield Securities
Intermediate Income Securities
Short-Term Bond Fund (NL)

GLOBAL INCOME FUNDS
North American Government Income Trust
World Wide Income Trust

TAX-FREE INCOME FUNDS
California Tax-Free Income Fund
Hawaii Municipal Trust (FSC)
Limited Term Municipal Trust (NL)
Multi-State Municipal Series Trust (FSC)
New York Tax-Free Income Fund
Tax-Exempt Securities Trust

- --------------------------------------------------------------------------------
 MONEY MARKET FUNDS
- --------------------------------

TAXABLE MONEY MARKET FUNDS
Liquid Asset Fund (MM)
U.S. Government Money Market Trust (MM)

TAX-FREE MONEY MARKET FUNDS
California Tax-Free Daily Income Trust (MM)
N.Y. Municipal Money Market Trust (MM)
Tax-Free Daily Income Trust (MM)

There may be Funds created after this PROSPECTUS was published. Please consult
the inside back cover of a new Fund's prospectus for its designation, e.g.,
Multi-Class Fund or Money Market Fund.

Unless otherwise noted, each listed Morgan Stanley Dean Witter Fund, except for
North American Government Income Trust and Short-Term U.S. Treasury Trust, is a
Multi-Class Fund. A Multi-Class Fund is a mutual fund offering multiple Classes
of shares. The other types of funds are: NL - No-Load (Mutual) Fund; MM - Money
Market Fund; FSC - A mutual fund sold with a front-end sales charge and a
distribution (12b-1) fee.
<PAGE>
MORGAN STANLEY DEAN WITTER
LATIN AMERICAN GROWTH FUND

[Sidebar]
TICKER SYMBOLS:

Class A:  LATAX
- -------------------
Class B:  LATBX
- -------------------
Class C:  LATCX
- -------------------
Class D:  LATDX
- -------------------
[End Sidebar]

                    Additional information about the Fund's investments is
                    available in the Fund's ANNUAL AND SEMI-ANNUAL REPORTS TO
                    SHAREHOLDERS. In the Fund's ANNUAL REPORT, you will find a
                    discussion of the market conditions and investment
                    strategies that significantly affected the Fund's
                    performance during its last fiscal year. The Fund's
                    Statement of Additional Information also provides additional
                    information about the Fund. The Statement of Additional
                    Information is incorporated herein by reference (legally is
                    part of this PROSPECTUS). For a free copy of any of these
                    documents, to request other information about the Fund, or
                    to make shareholder inquiries, please call:

                                           (800) 869-NEWS

                    You also may obtain information about the Fund by calling
                    your Morgan Stanley Dean Witter Financial Advisor or by
                    visiting our Internet site at:

                                      WWW.DEANWITTER.COM/FUNDS

                    Information about the Fund (including the STATEMENT OF
                    ADDITIONAL INFORMATION) can be viewed and copied at the
                    Securities and Exchange Commission's Public Reference Room
                    in Washington, DC. Information about the Reference Room's
                    operations may be obtained by calling the SEC at (800)
                    SEC-0330. Reports and other information about the Fund are
                    available on the SEC's Internet site (www.sec.gov) and
                    copies of this information may be obtained, upon payment of
                    a duplicating fee, by writing the Public Reference Section
                    of the SEC, Washington, DC 20549-6009.

(THE FUND'S INVESTMENT COMPANY ACT FILE NO. IS 811-6608)


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