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SUPPLEMENT TO THE PROSPECTUS OF
DEAN WITTER INTERNATIONAL SMALLCAP FUND
DATED JULY 28, 1997
THE FUND AND ITS MANAGEMENT. In August, 1997 Morgan Grenfell
indicated its intention to resign as Sub-Adviser to the Fund, such
resignation to take place upon shareholder approval of a
replacement Sub-Adviser.
On August 14, 1997, the Board of Trustees unanimously
recommended that a new Sub-Advisory Agreement with Morgan Stanley
Asset Management Inc. ("MSAM"), an affiliate of InterCapital, be
submitted to shareholders for approval at a special meeting
expected to be held in November, 1997. Under the new Sub-Advisory
Agreement, MSAM will provide the Fund with investment advice and
portfolio management relating to the Fund's investments, subject
to the overall supervision of InterCapital, the Fund's Investment
Manager, and will receive a fee from InterCapital equal to 40% of
InterCapital's investment management fee. The new Sub-Advisory
Agreement is identical to the current Sub-Advisory Agreement,
except with respect to the identity of the Sub-Adviser, the dates
of effectiveness and termination and the deletion of a provision
pursuant to which Morgan Grenfell and its affiliates were
prohibited from acting as Investment Adviser or Sub-Adviser to
funds that are similar to the Fund.
At the same time that the new Sub-Advisory Agreement takes
effect, InterCapital and the Fund will amend the Investment
Management Agreement between InterCapital and the Fund to reduce
the fee paid by the Fund to InterCapital under the Agreement from
1.25% of the Fund's daily net assets to 1.15% of the Fund's daily
net assets.
MSAM, like InterCapital, is a wholly-owned subsidiary of
Morgan Stanley, Dean Witter, Discover & Co., a preeminent global
financial services firm that maintains leading market positions in
each of three primary businesses--securities, asset management,
and credit services. MSAM serves in various portfolio management
and similar capacities to investment companies and pension plans
and other institutional and individual investors.
Capitalized terms in this supplement are defined in the
Prospectus unless otherwise defined herein.
August 14, 1997
