TCW/DW SMALL CAP GROWTH FUND, 497, 1999-05-11

TCW/DW SMALL CAP GROWTH FUND
497, 1999-05-11

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<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 33-48765

- -------------------------------------------------------------------------------
PROSPECTUS - MAY 1, 1999

TCW/DW
- -------------------------------------------------------------------------------
SMALL CAP GROWTH FUND

A MUTUAL FUND THAT SEEKS 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

The Fund Investment Objective ......................... 1
Principal Investment Strategies .............. 1
Principal Risks .............................. 2
Past Performance ............................. 3
Fees and Expenses ............................ 4
Additional Investment Strategy Information ... 5
Additional Risk Information .................. 6
Fund Management .............................. 8

Shareholder Information Pricing Fund Shares ......................... 10
How to Buy Shares ........................... 10
How to Exchange Shares ...................... 12
How to Sell Shares .......................... 14
Distributions ............................... 16
Tax Consequences ............................ 16
Share Class Arrangements .................... 18

Financial Highlights ............................................. 25
This Prospectus contains important information
about the Fund. Please read it carefully and keep
it for future reference.

FUND CATEGORY
-------------
[X] GROWTH

[ ] Growth and Income

[ ] Income

[ ] Money Market

<PAGE>

THE FUND

[GRAPHIC OMITTED]

INVESTMENT OBJECTIVE
- --------------------

TCW/DW Small Cap Growth Fund is a mutual fund that seeks capital appreciation.
There is no guarantee that the Fund will achieve this objective.

[GRAPHIC OMITTED]

PRINCIPAL INVESTMENT STRATEGIES
- -------------------------------

(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 will normally invest at least 65% of its assets in a diversified
portfolio of common stocks and securities convertible into common stocks of
small companies with market capitalizations, at the time of purchase, within the
capitalization range of securities comprising the Standard & Poor's Small Cap
600 Index (currently approximately $23 million to $3.6 billion as of March 31,
1999). The Fund's "Adviser," TCW Funds Management, Inc., invests in companies
that it believes exhibit superior earnings growth potential and attractive stock
market valuations. The Adviser uses its proprietary research in pursuing a
philosophy that emphasizes individual company selection. Quantitative and
qualitative standards will be used to screen companies to provide a list of
potential investment securities. The Adviser then subjects these securities to a
fundamental analysis using a variety of criteria. There are no minimum rating or
quality requirements with respect to the convertible securities in which the
Fund may invest, and the Fund may invest up to thirty-five percent of its assets
in these investments.

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 convertible security is a bond, preferred stock or other security
that may be converted into a prescribed amount of common stock at a particular
time and price.

In pursuing the Fund's investment objective, the Adviser 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 Adviser in its discretion
may determine to use some permitted trading strategies while not using others.
In addition to U.S. common stocks, the Fund may make other investments. The Fund
also may invest up to 35% of its assets in equity securities of medium-sized or
large companies, and up to 25% of its assets in foreign equity securities
(including depository receipts).

The Fund also may invest in options and futures.

1
<PAGE>

[GRAPHIC OMITTED]

PRINCIPAL RISKS
- ---------------

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 investments in
the common stock and securities convertible into common stock of small
companies. 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.

If the Fund invests in lower rated convertible securities, there are special
risk considerations. The prices of lower rated securities may be greatly
affected by adverse economic changes and individual corporate developments. This
may result in increased price volatility of the Fund's lower rated portfolio
securities and a corresponding volatility in the net asset value of the Fund.

Investing in securities of small companies may involve greater risk than is
customarily associated with investing in more established companies. Often,
small companies and the industries in which they are focused are still evolving,
and they are more sensitive to changing market conditions than larger companies
in more established industries. Small companies often have limited product
lines, financial resources and less experienced management. As a consequence,
their securities may be more volatile and have returns that vary, sometimes
significantly, from the overall stock market.

The performance of the Fund also will depend on whether the Adviser 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 medium-sized and large companies, options and futures
and foreign securities.

Shares of the Fund are not bank deposits and are not guaranteed or insured by
any bank, governmental entity, or the FDIC.

<PAGE>

[GRAPHIC OMITTED]

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.

(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 five calendar years.
(end sidebar)

ANNUAL TOTAL RETURNS -- CALENDAR YEARS

1994 '95 '96 '97 98
- ------ ------ ------ ------ ------
- -4.62% 60.21% 13.71% 10.64% 19.39%

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 32.92% (quarter ended December 31, 1998), and the lowest return for
a calendar quarter was --22.13% (quarter ended September 30, 1998). Year-to-date
total return as of March 31, 1999 was 6.86%.

(sidebar)
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)

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED THE 1998 CALENDAR YEAR)
- ----------------------------------------------------------------------------------------------
PAST 1 YEAR PAST 5 YEARS LIFE OF FUND (SINCE 8/2/93)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A 13.97% -- --
- ----------------------------------------------------------------------------------------------
Class B(1) 14.39% 17.87% 16.86%(4)
- ----------------------------------------------------------------------------------------------
Class C 18.39% -- --
- ----------------------------------------------------------------------------------------------
Class D 20.58% -- --
- ----------------------------------------------------------------------------------------------
Russell 2000(2) -2.55% 11.87% 12.84%(4)
- ----------------------------------------------------------------------------------------------
Lipper Small Cap Funds Index(3) -0.85% 11.30% 12.41%(5)
- ----------------------------------------------------------------------------------------------
</TABLE>

(1) Prior to July 28, 1997, the Fund only issued Class B shares.
(2) The Russell 2000 Small Stock Index is a capitalization-weighted price-only
index of the 2000 smallest stocks represented in the Russell 3000 Index. The
performance of the Index does not include expenses or fees, and should not
be considered an investment.
(3) The Lipper Small-Cap Funds Index is an equally-weighted performance index of
qualifying small-cap funds. The Index is unmanaged and should not be
considered an investment.
(4) For the period August 2, 1993 to December 31, 1998.
(5) For the period August 5, 1993 to December 31, 1998.

<PAGE>

[GRAPHIC OMITTED]

FEES AND EXPENSES
- -----------------

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 table below
briefly describes the fees and expenses that you may pay if you buy and hold
shares of the Fund. The Fund does not charge account or exchange fees. See the
"Share Class Arrangements" section for further fee and expense information.

(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 February 28, 1999.
(end sidebar)

<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 and Advisory fee 1.00% 1.00% 1.00% 1.00%
- -------------------------------------------------------------------------------------------------------
Distribution and service (12b-1) fees 0.24% 0.92% 1.00% None
- -------------------------------------------------------------------------------------------------------
Other expenses 0.26% 0.26% 0.26% 0.26%
- -------------------------------------------------------------------------------------------------------
Total annual Fund operating expenses 1.50% 2.18% 2.26% 1.26%
- -------------------------------------------------------------------------------------------------------
</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 on sales made 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 to sales made within one year after purchase.

<PAGE>

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:
- ------------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------- -------------------------------------
CLASS A $669 $973 $1,299 $2,218 $ 669 $973 $1,299 $2,218
- ------------------------------------------------- -------------------------------------
CLASS B $721 $981 $1,368 $2,510 $ 221 $681 $1,168 $2,510
- ------------------------------------------------- -------------------------------------
CLASS C $329 $705 $1,208 $2,591 $ 229 $705 $1,208 $2,591
- ------------------------------------------------- -------------------------------------
CLASS D $128 $399 $692 $1,519 $ 128 $399 $692 $1,519
- ------------------------------------------------- -------------------------------------
</TABLE>

[GRAPHIC OMITTED]

ADDITIONAL INVESTMENT STRATEGY INFORMATION
- ------------------------------------------

The Fund seeks capital appreciation. There is no guarantee that the Fund will
achieve this objective.

This section provides additional information concerning the Fund's principal
strategies.

Options and Futures. The Fund may invest in put and call options and futures
with respect to financial instruments, and stock and interest rate indexes.
Options and futures may be used to seek to protect against a decline in
securities prices or an increase in prices of securities that may be purchased.

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 Adviser 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.

Portfolio Turnover. The Fund may engage in active and frequent trading of
portfolio securities to achieve its principal investment strategies. The
portfolio turnover rate is not expected to exceed 150% annually under normal
circumstances. A high turnover rate will increase Fund brokerage costs. It also
may increase the Fund's capital gains,

<PAGE>

which are passed along to Fund shareholders as distributions. This, in turn, may
increase your tax liability as a Fund shareholder. See the sections on
"Distributions" and "Tax Consequences."

The percentage limitations relating to the composition of the Fund's portfolio
referenced in "Principal Investment Strategies" apply at the time the Fund
acquires an investment. Subsequent percentage changes that result from market
fluctuations or changes in assets 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.

[GRAPHIC OMITTED]

ADDITIONAL RISK INFORMATION
- ---------------------------

As discussed in the "Principal Risks" section, principal risks of investing in
the Fund are associated with its small-cap stock and convertible securities
investments. This section provides additional information regarding the
principal risks of investing in the Fund.

Other Investments. Any Fund investments in medium-sized and large companies
involve the risks associated with stocks 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. The Fund's investments in foreign securities (including
depository receipts) involve risks that are 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.

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. 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.

<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.
Furthermore, foreign exchanges and broker-dealers are generally subject to less
government and exchange scrutiny and regulation than their U.S. counterparts.

Many European countries have adopted or are in the process of adopting a single
European currency, referred to as the "euro." The consequences of the euro
conversion for foreign exchange rates, interest rates and the value of European
securities the Fund may purchase are presently unclear. The consequences may
adversely affect the value and/or increase the volatility of securities held by
the Fund.

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 Adviser's predictions of movements in the direction of the stock 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.

Year 2000. The Fund could be adversely affected if the computer systems
necessary for the efficient operation of Morgan Stanley Dean Witter Services
Company Inc. (the "Manager"), the Adviser and the Fund's other service
providers, as well as the markets and individual 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 Manager, Adviser and
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 result in settlement problems and liquidity issues. In
addition, corporate and governmental data processing errors may result in
production problems for individual companies and overall economic uncertainties.
Earnings 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.

<PAGE>

[GRAPHIC OMITTED]

FUND MANAGEMENT
- ---------------

(sidebar)
MORGAN STANLEY DEAN WITTER ADVISORS INC.
The Manager is a wholly owned subsidiary of Morgan Stanley Dean Witter Advisors
Inc., which is widely recognized as a leader in the mutual fund industry.
Together, the Manager and Morgan Stanley Dean Witter Advisors Inc. have more
than $129.2 billion in assets under management or administration as of March
31, 1999.
(end sidebar)

The Fund has retained the Manager -- Morgan Stanley Dean Witter Services Company
Inc. -- to provide administrative services and manage its business affairs
(other than providing investment advice). The Fund has contracted with the
Adviser -- TCW Funds Management, Inc. -- to invest the Fund's assets, including
the placing of orders for the purchase and sale of portfolio securities. The
Manager is a wholly-owned subsidiary of Morgan Stanley Dean Witter Advisors
Inc., which is in turn 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 Adviser, together with its affiliated companies, manages more than $55
billion primarily for institutional investors. The Adviser is a wholly-owned
subsidiary of The TCW Group, Inc. Its main business address is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.

Charles Larsen, Douglas S. Foreman and Christopher J. Ainley, Managing Directors
of the Adviser, have been the primary portfolio managers of the Fund since
September 1994 in the case of Messrs. Larsen and Foreman and since April 1998 in
the case of Mr. Ainley. Mr. Larsen has been a portfolio manager with the TCW
Group, Inc. for over five years. Mr. Foreman and Mr. Ainley have been portfolio
managers with the TCW Group, Inc. since May 1994, prior to which they were
portfolio managers with Putnam Investments.

The Fund pays the Manager and Adviser a monthly management or advisory fee as
full compensation for the services and facilities furnished to the Fund, and for
Fund expenses assumed by the Manager and Adviser. The fee is based on the Fund's
average daily net assets. For the fiscal year ended February 28, 1999 the Fund
accrued aggregate total compensation to the Manager and the Adviser of 1.00% of
the Fund's average daily net assets (0.60% to the Manager and 0.40% to the
Adviser).

In connection with the contemplated consolidation of the TCW/DW Funds with the
Morgan Stanley Dean Witter Funds, the Fund's Board of Trustees has approved
changes to the Fund's management/advisory relationships. Specifically, the Board
has

<PAGE>

approved the appointment of Morgan Stanley Dean Witter Advisors as the new
investment manager to replace the Adviser. The Board also has approved the
retention of the Adviser as sub-advisor to the Fund. The result of the new
arrangements would be that Morgan Stanley Dean Witter Advisors would have
overall responsibility for management of the Fund, including supervisory
responsibility over the Fund's investment programs, while TCW Funds Management,
Inc. would retain responsibility for investing the Fund's assets. The Manager
would continue to have responsibility for administrative services. Under the new
arrangements, the investment management fee rate that would be paid by the Fund
would be equal to the aggregate management/advisory fee rate currently paid by
the Fund. The Adviser would receive a sub-advisory fee paid by the Manager equal
to 0.40% of the Manager's fee. In order for the new arrangements to be
implemented, they must be approved by the Fund's shareholders, who will be asked
to approve the changes at a June 8, 1999 shareholders' meeting. Once shareholder
approval is obtained, the new arrangements would be effective as soon as
practicable thereafter.

<PAGE>

SHAREHOLDER INFORMATION

[GRAPHIC OMITTED]

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. While the assets of each
Class are invested in a single portfolio of securities, the net asset value of
each Class 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 Adviser 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. In addition, if the Fund holds securities
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 pricing policy 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.

[GRAPHIC OMITTED]

HOW TO BUY SHARES
- -----------------

(sidebar)
CONTACTING A FINANCIAL ADVISOR
If you are new to the TCW/DW Funds family 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)

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

<PAGE>

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, after we receive your
investment order in proper form. We reserve the right to reject any order for
the purchase of Fund shares.

(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 Morgan Stanley Dean Witter Advisors' mutual fund asset allocation plan, or
(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.

Three Day Settlement. Fund shares are sold through the Fund's distributor,
Morgan Stanley Dean Witter Distributors Inc., on a normal three business day
basis; that is, your payment for Fund shares is due on the third business day
(settlement day) after you place a purchase order.

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:

o 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).

o Make out a check for the total amount payable to: TCW/DW Small Cap Growth
Fund.

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

<PAGE>

[GRAPHIC OMITTED]

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 TCW/DW Multi-Class Fund advised
by the Adviser and managed by the Manager, without the imposition of an exchange
fee. You may also exchange Fund shares, without the imposition of an exchange
fee, for shares of TCW/DW North American Government Income Trust, and five Money
Market Funds for which Morgan Stanley Dean Witter Advisors serves as Investment
Manager.

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

<PAGE>

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.

Tax Considerations of Exchanges. If you exchange shares of the Fund for shares
of another 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.

<PAGE>

[GRAPHIC OMITTED]

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 Witter Financial Advisor or
Financial Advisor other authorized financial representative.
[GRAPHIC OMITTED] ------------------------------------------------------------------------------------------
Payment will be sent to the address to which the account is registered or deposited in
your brokerage account.
- ----------------------------------------------------------------------------------------------------------------
By Letter You can also sell your shares by writing a "letter of instruction" that includes:
[GRAPHIC OMITTED] o your account number;
o the dollar amount or the number of shares you wish to sell;
o the Class of shares you wish to sell; and
o the signature of each owner as it appears on the account.
------------------------------------------------------------------------------------------
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,
New Jersey 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.
- ----------------------------------------------------------------------------------------------------------------
Systematic If your investment in all of the TCW/DW Family of Funds has a total market value of at
Withdrawal Plan least $10,000, you may elect to withdraw amounts of $25 or more, or in any whole
[GRAPHIC OMITTED] 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.
------------------------------------------------------------------------------------------
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>

<PAGE>

Payment for Sold Shares. After we receive your complete instructions 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 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.

Margin Accounts. Certain restrictions may apply to Fund shares pledged in margin
accounts with Dean Witter Reynolds or another authorized broker-dealer of Fund
shares. If you hold Fund shares in this manner, please contact your Morgan
Stanley Dean Witter Financial Advisor or other authorized financial
representative for more details.

<PAGE>

[GRAPHIC OMITTED]

DISTRIBUTIONS
- -------------

(sidebar)
TARGETED DIVIDENDS(SM)
You may select to have your Fund distributions automatically invested in other
Classes of Fund shares or Classes of another TCW/DW Fund that you own. Contact
your Morgan Stanley Dean Witter Financial Advisor for further information about
this service.
(end sidebar)

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 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 and capital gains are distributed annually in 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.

[GRAPHIC OMITTED]

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:
o The Fund makes distributions; and
o 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
taxable to you as

<PAGE>

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.

<PAGE>

[GRAPHIC OMITTED]

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.

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

<TABLE>
<CAPTION>
CLASS SALES CHARGE ANNUAL 12B-1FEE
- ---------------------------------------------------------------------------------------------------------
<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 the 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 the 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.

<PAGE>

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:

(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)

<TABLE>
<CAPTION>
FRONT-END SALES CHARGE
-----------------------------------------------
PERCENTAGE OF APPROXIMATE PERCENTAGE
AMOUNT OF SINGLE TRANSACTION PUBLIC OFFERING PRICE OF 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 0
- -------------------------------------------------------------------------------------
</TABLE>

The reduced sales charge schedule is applicable to purchases of Class A shares
in a single transaction by:
o A single account (including an individual, trust or fiduciary account).
o Family member accounts (limited to husband, wife and children under the age of
21).
o Pension, profit sharing or other employee benefit plans of companies and their
affiliates.
o Tax-exempt organizations.
o Groups organized for a purpose other than to buy mutual fund shares.

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 TCW/DW Multi-Class 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 TCW/DW 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 TCW/DW 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

<PAGE>

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 TCW/DW Multi-Class Funds. 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
TCW/DW 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.

Other Front-End 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:
o A trust for which Morgan Stanley Dean Witter Trust FSB provides discretionary
trustee services.
o 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.
o 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.
o 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.
o 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

<PAGE>

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.

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.

(sidebar)
CONTINGENT DEFERRED SALES CHARGE OR CDSC
A fee you pay when you sell shares of certain TCW/DW Funds purchased without an
initial sales charge. This fee declines the longer you hold your shares as set
forth in the table.
(end sidebar)

<TABLE>
<CAPTION>
CDSC AS A PERCENTAGE
YEAR SINCE PURCHASE PAYMENT MADE 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>

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:
o 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.
o 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 591/2); (ii) distributions from
an IRA or 403(b) Custodial Account following attainment of age 591/2; 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).
o Sales of shares held for you as a participant in a MSDW Eligible Plan.
o 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

<PAGE>

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.

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 TCW/DW 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 one of the five Money Market
Funds for which Morgan Stanley Dean Witter Advisors serves as Investment
Manager, TCW/DW Multi-Class Fund or TCW/DW North American Government Income
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.

<PAGE>

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 TCW/DW 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 TCW/DW 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 TCW/DW Multi-Class 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.

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:
o Investors participating in Morgan Stanley Dean Witter Advisors' 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.

<PAGE>

o 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.
o 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.
o Certain unit investment trusts sponsored by Dean Witter Reynolds.
o 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 TCW/DW Multi-Class Funds and/or (2) previous purchases of Class A
shares of TCW/DW Multi-Class Funds, TCW/DW North American Government Income
Trust and five Money Market Funds advised by Morgan Stanley Dean Witter Advisors
you currently own.

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

<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>
CLASS B SHARES
- -----------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED FEBRUARY 28 1999++ 1998**++ 1997 1996* 1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 21.08 $ 15.73 $ 16.24 $ 9.90 $ 10.30
- -----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (0.43) (0.37) (0.26) (0.19) (0.18)
Net realized and unrealized gain (loss) 2.19 5.72 (0.25) 6.53 (0.22)
Total income (loss) from investment
operations 1.76 5.35 (0.51) 6.34 (0.40)
--------- --------- --------- --------- --------
Net asset value, end of period $ 22.84 $ 21.08 $ 15.73 $ 16.24 $ 9.90
- -----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN+ 8.35% 34.01% (3.14)% 64.04% (3.88)%
- -----------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------
Expenses 2.18%(1) 2.25% 2.15% 2.32% 2.57%
- -----------------------------------------------------------------------------------------------------------------------
Net investment loss (2.08)%(1) (2.05)% (1.70)% (1.75)% (2.04)%
- -----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of period, in thousands $322,489 $340,665 $268,783 $153,366 $69,984
- -----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 51% 61% 42% 52% 116%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

* Year ended February 29.
** 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.

<PAGE>

<TABLE>
<CAPTION>
CLASS A SHARES++
- -------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED FOR THE PERIOD JULY 28 1997*
FEBRUARY 28, 1999 THROUGH FEBRUARY 28, 1998
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER SHARE DATA
- -------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 21.18 $ 18.12
- -------------------------------------------------------------------------------------------------
Income from Investment operations
Net investment loss (0.29) (0.15)
Net realized and unrealized gain 2.24 3.21
Total income from investment operations 1.95 3.06
------- ---------
Net asset value, end of period $ 23.13 $ 21.18
- -------------------------------------------------------------------------------------------------
TOTAL RETURN+ 9.21% 16.89%(1)
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
- -------------------------------------------------------------------------------------------------
Expenses 1.50%(3) 1.52%(2)
- -------------------------------------------------------------------------------------------------
Net investment loss (1.40)%(3) (1.32)%(2)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
- -------------------------------------------------------------------------------------------------
Net assets, end of period, in thousands $2,450 $276
- -------------------------------------------------------------------------------------------------
Portfolio turnover rate 51% 61%(1)
- -------------------------------------------------------------------------------------------------
</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.

<PAGE>

<TABLE>
<CAPTION>
CLASS C SHARES++
- ------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED FOR THE PERIOD JULY 28 1997*
FEBRUARY 28, 1999 THROUGH FEBRUARY 28, 1998
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER SHARE DATA
- ------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 21.08 $ 18.12
- ------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.45) (0.24)
Net realized and unrealized gain 2.22 3.20
Total income from investment operations 1.77 2.96
------- ---------
Net asset value, end of period $ 22.85 $ 21.08
- ------------------------------------------------------------------------------------------------
TOTAL RETURN+ 8.35% 16.39%(1)
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
- ------------------------------------------------------------------------------------------------
Expenses 2.26%(3) 2.29%(2)
- ------------------------------------------------------------------------------------------------
Net investment loss (2.16)%(3) (2.10)%(2)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------------------------------
Net assets, end of period, in thousands $2,662 $923
- ------------------------------------------------------------------------------------------------
Portfolio turnover rate 51% 61%(1)
- ------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
CLASS D SHARES++
- ------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED FOR THE PERIOD JULY 28 1997*
FEBRUARY 28, 1999 THROUGH FEBRUARY 28, 1998
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER SHARE DATA
Net asset value, beginning of period $ 21.21 $ 18.12
- ------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.24) (0.12)
Net realized and unrealized gain 2.23 3.21
Total income from investment operations 1.99 3.09
------- ---------
Net asset value, end of period $ 23.20 $ 21.21
- ------------------------------------------------------------------------------------------------
TOTAL RETURN+ 9.38% 17.05%(1)
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
- ------------------------------------------------------------------------------------------------
Expenses 1.26%(3) 1.27%(2)
- ------------------------------------------------------------------------------------------------
Net investment loss (1.16)%(3) (1.10)%(2)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------------------------------
Net assets, end of period, in thousands $13 $12
- ------------------------------------------------------------------------------------------------
Portfolio turnover rate 51% 61%(1)
- ------------------------------------------------------------------------------------------------
</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.

<PAGE>

NOTES

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

29
<PAGE>

- -------------------------------------------------------------------------------
PROSPECTUS - MAY 1, 1999
- -------------------------------------------------------------------------------

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.

TICKER SYMBOLS:

Class A: TSGAX Class C: TSGCX
- ------------------- --------------------
Class B: TSGBX Class D: TSGDX
- ------------------- --------------------

(INVESTMENT COMPANY ACT FILE NO. 811-6711)

TCW/DW
- -------------------------------------------------------------------------------
SMALL CAP GROWTH FUND

A MUTUAL FUND THAT SEEKS CAPITAL APPRECIATION