DEAN WITTER BALANCED GROWTH FUND
N-30D, 1997-03-27
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<PAGE>

DEAN WITTER BALANCED GROWTH FUND
Two World Trade Center, New York, New York 10048

LETTER TO THE SHAREHOLDERS January 31, 1997 

DEAR SHAREHOLDER: 

Despite two minor stock market corrections, the first in June/July and the 
second in October, the twelve-month period ended January 31, 1997 was another 
impressive year for the stock market, with the Dow Jones Industrial Average 
(DJIA) ending the year over 6800. The Standard & Poor's 500 Composite Stock 
Index (S&P 500) was also strong, advancing 29.34 percent for the year, with 
large-capitalization stocks outperforming small-cap stocks by a wide margin. 

During the same period, interest rates on intermediate-term U.S. Treasury 
securities were highly volatile. In early 1996, interest rates rose as 
economic data supported the perception that the economy had begun to 
accelerate. Fueled by consumer demand and reinvigorated by low mortgage 
rates, rebates and various incentives by the auto dealers, retail sales and 
housing starts soared. Declining inventories, combined with strong employment 
data, caused considerable consternation about a quickly rebounding economy 
and a possible inflation surge. By September, however, evidence of a 
moderating economy and the perception that the Federal Reserve Board would 
not take any immediate action to slow the economy enabled interest rates to 
decline rather sharply and quickly. This sentiment was short-lived as the 
economy again displayed signs of strength in December, resulting in rising 
interest rates. 

PERFORMANCE AND PORTFOLIO STRATEGY 

Against this backdrop, Dean Witter Balanced Growth Fund produced a total 
return of 13.44 percent for the twelve-month period ended January 31, 1997. 
During the same period, the Lipper Balanced Funds Index produced a return of 
14.40 percent, while the S&P 500 Index and Lehman Brothers 
Government/Corporate Bond Index returned 29.34 percent and 2.39 percent, 
respectively. The accompanying chart illustrates the growth of a hypothetical 
$10,000 investment in the Fund from inception (March 28, 1995) through 
January 31, 1997, versus a similar investment in the issues that comprise the 
S&P 500 Index, Lehman Brothers Government/Corporate Bond Index and the Lipper 
Balanced Funds Index. 


<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
LETTER TO THE SHAREHOLDERS January 31, 1997, continued 

On January 31, 1997, the Fund's net assets totaled more than $119 million, 
with approximately 63 percent invested in equities and 37 percent in 
fixed-income securities. At the end of the period under review, the Fund's 
equity component was well diversified among twenty-five stocks representing 
twenty-one different industry groups. Six new common stock positions were 
added to the equity portfolio during the year: General Motors Corp. 
(automotive), Banc One Corp. (banking), May Department Stores Co. (retail), 
Timken (manufacturing), American Brands Inc. (tobacco) and General Public 
Utilities (utilities). 

Over the course of the past twelve months, and as cash flows permitted, the 
Fund purchased current-coupon mortgage-backed securities at attractive 
levels, enhancing the Fund's potential for higher total returns. At the end 
of the fiscal year, approximately 65 percent of the Fund's fixed income 
component was invested in mortgage-backed securities, 19 percent in U.S. 
Treasury securities, 7 percent in U.S. agency obligations and 9 percent in 
money market instruments. 

LOOKING AHEAD 

We expect the U.S. economy to maintain a slow-to-moderate pace for 1997, with 
inflation remaining at a level similar to 1996. Before taking action to slow 
the economy, the Federal Reserve Board is likely to look for sustained 
confirmation of rising inflation and a strong economy. 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND

                              GROWTH OF $10,000
         DATE         TOTAL      S&P 500     LEHMAN IX       LIPPER
========================================================================
March 28, 1995       $10,000     $10,000     $10,000         $10,000
========================================================================
January 31, 1996     $12,213     $12,912     $11,429         $11,990
========================================================================
January 31, 1997     $13,854     $16,313     $11,702         $13,717
========================================================================

                         AVERAGE ANNUAL TOTAL RETURNS
                          ONE YEAR      LIFE OF FUND
              =================================================
                         13.44 (1)        19.29 (1)
              =================================================

===========================================================================
_______  Fund  _______ S&P 500 (3) ________ Lehman (4) _________ Lipper (5)
===========================================================================



Past performance is not predictive of future returns.
- ------------------------------------------------------

(1) Figure shown assumes reinvestment of all distributions.  There is no 
    front-end or contingent deferred sales charge.

(2) Closing value, assuming a complete redemption on January 31, 1997.

(3) The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is a
    broad-based index, the performance of which is based on the average
    performance of 500 widely held common stocks. The performance of the
    index does not include any expenses, fees or charges. The Index is
    unmanaged and should not be considered an investment.

(4) The Lehman Brothers Government/Corporate Bond Index tracks the performance
    of government and corporate obligations, including U.S. government agency
    and U.S. treasury securities and corporate and yankee bonds, with 
    maturities of one to ten years.  The performance of the index does not
    include any expenses, fees or charges.  The Index is unmanaged and should
    not be considered an investment.

(5) The Lipper Balanced Funds Index is an equally-weighted performance
    index of the largest qualifying funds (based on net assets) in the
    Lipper Balanced Funds objective. The Index, which is adjusted for
    capital gains distributions and income dividends, is unmanaged and
    should not be considered an investment. There are currently 30 funds
    represented in this Index.




<PAGE>


DEAN WITTER BALANCED GROWTH FUND 
LETTER TO THE SHAREHOLDERS January 31, 1997, continued 

We appreciate your support of Dean Witter Balanced Growth Fund and look 
forward to continuing to serve your investment needs and objectives. 

Very truly yours, 

/s/ Charles A. Fiumefreddo 
- --------------------------
CHARLES A. FIUMEFREDDO 
Chairman of the Board 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
PORTFOLIO OF INVESTMENTS January 31, 1997 

<TABLE>
<CAPTION>

 NUMBER OF 
   SHARES                                                                           VALUE 
- --------------------------------------------------------------------------------------------- 
<S>          <C>                                                               <C>
             COMMON STOCKS (63.1%) 
             Aerospace & Defense (2.6%) 
67,500       Raytheon Co. ....................................................   $ 3,096,562 
                                                                               -------------- 
             Aluminum (2.5%) 
43,000       Aluminum Co. of America .........................................     2,967,000 
                                                                               -------------- 
             Automotive (4.9%) 
91,000       Ford Motor Co. ..................................................     2,923,375 
50,000       General Motors Corp.  ...........................................     2,950,000 
                                                                               -------------- 
                                                                                   5,873,375 
                                                                               -------------- 
             Banking (5.3%) 
70,000       Banc One Corp.  .................................................     3,176,250 
28,300       BankAmerica Corp. ...............................................     3,158,987 
                                                                               -------------- 
                                                                                   6,335,237 
                                                                               -------------- 
             Beverages -Soft Drinks (2.7%) 
91,000       PepsiCo Inc. ....................................................     3,173,625 
                                                                               -------------- 
             Chemicals (2.6%) 
28,500       Du Pont (E.I.) de Nemours 
             & Co., Inc. .....................................................     3,124,313 
                                                                               -------------- 
             Computer Equipment (2.6%) 
19,800       International Business Machines Corp. ...........................     3,113,550 
                                                                               -------------- 
             Conglomerates (2.5%) 
75,000       Tenneco, Inc. ...................................................     3,000,000 
                                                                               -------------- 
             Drugs & Healthcare (2.6%) 
24,500       Bristol-Myers Squibb Co.  .......................................     3,111,500 
                                                                               -------------- 
             Electric -Major (2.5%) 
29,500       General Electric Co. ............................................     3,038,500 
                                                                               -------------- 
             Foods (2.6%) 
60,500       ConAgra, Inc. ...................................................     3,055,250 
                                                                               -------------- 
             Machinery -Agricultural (2.6%) 
73,000       Deere & Co. .....................................................     3,120,750 
                                                                               -------------- 
             Manufacturing -Diversified (2.7%) 
62,000       Timken Co. ......................................................     3,193,000 
                                                                               -------------- 
             Natural Gas (2.6%) 
74,000       Enron Corp. .....................................................     3,052,500 
                                                                               -------------- 
             Oil -Domestic (2.5%) 
23,000       Atlantic Richfield Co. ..........................................     3,041,750 
                                                                               -------------- 
             Paper & Forest Products (2.5%) 
64,400       Weyerhaeuser Co. ................................................     2,930,200 
                                                                               -------------- 
             Railroads (2.7%) 
66,000       CSX Corp. .......................................................     3,201,000 
                                                                               -------------- 
             Retail (5.1%) 
82,500       Dayton-Hudson Corp. .............................................     3,104,063 
68,000       May Department Stores Co.  ......................................     3,026,000 
                                                                               -------------- 
                                                                                   6,130,063 
                                                                               -------------- 
             Telecommunications (2.6%) 
76,000       Sprint Corp. ....................................................     3,097,000 
                                                                               -------------- 
             Tobacco (2.6%) 
60,000       American Brands, Inc. ...........................................     3,060,000 
                                                                               -------------- 
             Utilities -Electric (3.8%) 
88,500       General Public Utilities Corp.  .................................     2,964,750 
71,600       PG & E Corp.  ...................................................     1,628,900 
                                                                               -------------- 
                                                                                   4,593,650 
                                                                               -------------- 
             TOTAL COMMON STOCKS 
             (Identified Cost $64,612,705) ...................................    75,308,825 
                                                                               -------------- 


<PAGE>





</TABLE>
<TABLE>
<CAPTION>

 PRINCIPAL 
 AMOUNT IN 
 THOUSANDS 
- ----------- 
             U.S. GOVERNMENT & AGENCY 
             OBLIGATIONS (33.7%) 
             Federal National Mortgage Assoc. 
<S>          <C>                                                               <C>
$ 1,931       6.00% due 01/01/11-03/01/11 ....................................    1,859,196 
    966       6.50% due 08/01/10-03/01/11 ....................................      949,473 
  3,906       7.00% due 07/01/25-01/01/26 ....................................    3,822,762 
  4,820       7.50% due 06/01/25-01/01/27 ....................................    4,824,391 
  1,000       7.50%* .........................................................    1,000,937 
    881       8.00% due 05/01/24-05/01/25 ....................................      898,248 
             Government National 
              Mortgage Assoc. 
  3,844       7.00% due 07/15/23-01/15/27 ....................................    3,761,514 
  7,952       7.50% due 06/15/24-10/15/26 ....................................    7,969,266 
  3,921       8.00% due 04/15/26-08/15/26 ....................................    4,007,670 
  5,500      Resolution Funding Corp. 
              Coupon Strips 
              0.00% due 04/15/04-01/15/08 ....................................    2,995,010 
             U.S. Treasury Notes 
  1,000       5.875% due 06/30/00  ...........................................      991,770 
  1,000       6.25% due 01/31/02 .............................................      999,570 
  1,000       6.375% due 03/31/01 ............................................    1,005,190 
    500       6.50% due 04/30/97 .............................................      501,406 
    400       6.625% due 03/31/97 ............................................      400,804 
    500       6.875% due 03/31/00 ............................................      510,670 
    400       7.125% due 02/29/00 ............................................      411,244 
             U.S. Treasury Principal Strips 
  1,000       0.00% due 11/15/97 .............................................      958,560 
  4,500       0.00% due 11/15/04-02/15/07 ....................................    2,477,215 
                                                                               -------------- 
              TOTAL U.S. GOVERNMENT & AGENCY 
              OBLIGATIONS 
              (Identified Cost $40,456,732)  .................................   40,344,896 
                                                                               -------------- 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
DEAN WITTER BALANCED GROWTH FUND 
PORTFOLIO OF INVESTMENTS January 31, 1997, continued 

<TABLE>
<CAPTION>

 PRINCIPAL 
 AMOUNT IN 
 THOUSANDS                                                                           VALUE 
- -------------------------------------------------------------------------------------------- 
<S>          <C>                                                                  <C>
             SHORT-TERM INVESTMENT (3.4%) 
             REPURCHASE AGREEMENT 
$4,027       The Bank of New York 
               5.25% due 02/03/97 
               (dated 01/31/97; proceeds 
               $4,028,755; collateralized by 
               $5,883,705 U.S. Treasury 
               Strip 0.00% due 11/15/02 
               valued at $4,107,533) 
               (Identified Cost $4,026,993) ................................... $  4,026,993 
                                                                                ------------ 
TOTAL INVESTMENTS 
(Identified Cost $109,096,430) (a) .........     100.2%                          119,680,714 

LIABILITIES IN EXCESS OF 
OTHER ASSETS ...............................      (0.2)                             (264,727) 
                                                --------                        ------------ 
NET ASSETS..................................     100.0%                         $119,415,987 
                                                ========                        ============ 
</TABLE>

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

*      Security was purchased on a forward commitment basis with an 
       approximate principal amount and no definite maturity date; the actual 
       principal amount and maturity date will be determined upon settlement. 

(a)    The aggregate cost for federal income tax purposes approximates 
       identified cost. The aggregate gross unrealized appreciation is 
       $11,539,807 and the aggregate gross unrealized depreciation is 
       $955,523, resulting in net unrealized appreciation of $10,584,284. 


                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
FINANCIAL STATEMENTS 

STATEMENT OF ASSETS AND LIABILITIES 
JANUARY 31, 1997 

<TABLE>
<CAPTION>
<S>                                                            <C>
ASSETS: 
Investments in securities, at value 
 (identified cost $109,096,430)...............................   $119,680,714 
Receivable for: 
 Shares of beneficial interest sold...........................      1,104,633 
 Interest.....................................................        243,312 
 Dividends....................................................        153,764 
 Investments sold.............................................         89,397 
Deferred organizational expenses .............................        107,119 
Receivable from affiliate ....................................          6,830 
Prepaid expenses and other assets ............................         27,803 
                                                               -------------- 
  TOTAL ASSETS ...............................................    121,413,572 
                                                               -------------- 
LIABILITIES: 
Payable for: 
 Investments purchased........................................      1,615,290 
 Shares of beneficial interest repurchased....................        158,327 
 Plan of distribution fee.....................................         96,964 
 Investment management fee ...................................         58,178 
Accrued expenses and other payables ..........................         68,826 
                                                               -------------- 
  TOTAL LIABILITIES...........................................      1,997,585 
                                                               -------------- 
NET ASSETS: 
Paid-in-capital...............................................    107,501,766 
Net unrealized appreciation ..................................     10,584,284 
Accumulated undistributed net investment income...............        258,337 
Accumulated undistributed net realized gain...................      1,071,600 
                                                               -------------- 
  NET ASSETS .................................................   $119,415,987 
                                                               ============== 
NET ASSET VALUE PER SHARE, 
 9,179,945 shares outstanding (unlimited shares authorized
 of $.01 par value)...........................................         $13.01 
                                                               ============== 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
FINANCIAL STATEMENTS, continued 

STATEMENT OF OPERATIONS 
FOR THE YEAR ENDED JANUARY 31, 1997 

<TABLE>
<CAPTION>

<S>                                    <C>
NET INVESTMENT INCOME: 

INCOME 
Interest..............................   $ 1,962,778 
Dividends.............................     1,471,924 
                                        ------------ 
  TOTAL INCOME .......................     3,434,702 
                                        ------------ 
EXPENSES 
Plan of distribution fee..............       812,219 
Investment management fee.............       487,331 
Transfer agent fees and expenses .....        63,006 
Shareholder reports and notices  .....        54,615 
Professional fees ....................        53,262 
Registration fees ....................        46,419 
Organizational expenses ..............        34,064 
Custodian fees........................        19,243 
Trustees' fees and expenses...........        11,791 
Other.................................         4,910 
                                        ------------ 
  TOTAL EXPENSES .....................     1,586,860 
  LESS: AMOUNTS WAIVED/REIMBURSED  ...       (25,549) 
                                        ------------ 
  NET EXPENSES .......................     1,561,311 
                                        ------------ 
  NET INVESTMENT INCOME...............     1,873,391 
                                        ------------ 
NET REALIZED AND UNREALIZED GAIN: 
Net realized gain.....................     2,814,299 
Net change in unrealized 
 appreciation.........................     6,423,885 
                                        ------------ 
  NET GAIN............................     9,238,184 
                                        ------------ 
NET INCREASE..........................   $11,111,575 
                                        ============ 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
FINANCIAL STATEMENTS, continued 

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                                          FOR THE PERIOD 
                                                          FOR THE YEAR    MARCH 28, 1995* 
                                                             ENDED            THROUGH 
                                                        JANUARY 31, 1997  JANUARY 31, 1996 
- ------------------------------------------------------  ----------------  ---------------- 
<S>                                                     <C>               <C>
INCREASE (DECREASE) IN NET ASSETS: 
OPERATIONS: 
Net investment income .................................    $  1,873,391      $   866,831 
Net realized gain......................................       2,814,299           65,170 
Net change in unrealized appreciation .................       6,423,885        4,160,399 
                                                        ----------------  ---------------- 
  NET INCREASE.........................................      11,111,575        5,092,400 
                                                        ----------------  ---------------- 
DIVIDENDS AND DISTRIBUTIONS FROM: 
Net investment income .................................      (1,821,421)        (694,528) 
Net realized gain......................................      (1,797,082)         (10,787) 
                                                        ----------------  ---------------- 
  TOTAL................................................      (3,618,503)        (705,315) 
                                                        ----------------  ---------------- 
Net increase from transactions in shares of beneficial 
 interest..............................................      64,326,927       43,108,903 
                                                        ----------------  ---------------- 
  NET INCREASE.........................................      71,819,999       47,495,988 

NET ASSETS: 
Beginning of period....................................      47,595,988          100,000 
                                                        ----------------  ---------------- 
  END OF PERIOD 
  (Including undistributed net investment income of 
  $258,337 and $172,303, respectively).................    $119,415,987      $47,595,988 
                                                        ================  ================ 
</TABLE>

- ------------ 
* Commencement of operations. 


                      SEE NOTES TO FINANCIAL STATEMENTS 


<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997 

1. Organization and Accounting Policies 

Dean Witter Balanced Growth Fund (the "Fund") is registered under the 
Investment Company Act of 1940, as amended (the "Act"), as a diversified, 
open-end management investment company. The Fund's investment objective is 
capital growth with reasonable current income. The Fund seeks to achieve its 
objective by investing in common stock of companies which have a record of 
paying dividends and have the potential for increasing dividends, securities 
convertible into common stock and in investment grade fixed income 
securities. The Fund was organized as a Massachusetts business trust on 
November 23, 1994 and had no operations other than those relating to 
organizational matters and the issuance of 10,000 shares of beneficial 
interest for $100,000 to Dean Witter InterCapital Inc. (the "Investment 
Manager") to effect the Fund's initial capitalization. The Fund commenced 
operations on March 28, 1995. 

The preparation of financial statements in accordance with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts and disclosures. Actual results could differ 
from those estimates. 

The following is a summary of significant accounting policies: 

A. VALUATION OF INVESTMENTS -- (1) an equity security listed or traded on the 
New York, American or other domestic or foreign stock exchange is valued at 
its latest sale price on that exchange prior to the time when assets are 
valued; if there were no sales that day, the security is valued at the latest 
bid price (in cases where securities are traded on more than one exchange, 
the securities are valued on the exchange designated as the primary market 
pursuant to procedures adopted by the Trustees); (2) all other portfolio 
securities for which over-the-counter market quotations are readily available 
are valued at the latest available bid price prior to the time of valuation; 
(3) when market quotations are not readily available, including circumstances 
under which it is determined by the Investment Manager that sale or bid 
prices are not reflective of a security's market value, portfolio securities 
are valued at their fair value as determined in good faith under procedures 
established by and under the general supervision of the Trustees (valuation 
of debt securities for which market quotations are not readily available may 
be based upon current market prices of securities which are comparable in 
coupon, rating and maturity or an appropriate matrix utilizing similar 
factors); (4) certain portfolio securities may be valued by an outside 
pricing service approved by the Trustees. The pricing service may utilize a 
matrix system incorporating security quality, maturity and coupon as the 
evaluation model parameters, and/or research and evaluations by its staff, 
including review of broker-dealer market price quotations, if available, in 
determining what it believes is the fair valuation of the securities valued 
by such pricing service; and (5) short-term debt securities having a maturity 
date of more than sixty days at time of purchase are valued on a 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997, continued 

mark-to-market basis until sixty days prior to maturity and thereafter at 
amortized cost based on their value on the 61st day. Short-term debt 
securities having a maturity date of sixty days or less at the time of 
purchase are valued at amortized cost. 

B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on 
the trade date (date the order to buy or sell is executed). Realized gains 
and losses on security transactions are determined by the identified cost 
method. Discounts are accreted over the life of the respective securities. 
Dividend income and other distributions are recorded on the ex-dividend date. 
Interest income is accrued daily. 

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

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund records dividends 
and distributions to its shareholders on the ex-dividend date. The amount of 
dividends and distributions from net investment income and net realized 
capital gains are determined in accordance with federal income tax 
regulations which may differ from generally accepted accounting principles. 
These "book/tax" differences are either considered temporary or permanent in 
nature. To the extent these differences are permanent in nature, such amounts 
are reclassified within the capital accounts based on their federal tax-basis 
treatment; temporary differences do not require reclassification. Dividends 
and distributions which exceed net investment income and net realized capital 
gains for financial reporting purposes but not for tax purposes are reported 
as dividends in excess of net investment income or distributions in excess of 
net realized capital gains. To the extent they exceed net investment income 
and net realized capital gains for tax purposes, they are reported as 
distributions of paid-in-capital. 

E. ORGANIZATIONAL EXPENSES -- The Investment Manager paid the organizational 
expenses of the Fund of approximately $171,000 of which approximately 
$141,000 have been reimbursed. Such expenses have been deferred and are being 
amortized on the straight-line method over a period not to exceed five years 
from the commencement of operations. 

2. INVESTMENT MANAGEMENT AGREEMENT 

Pursuant to an Investment Management Agreement, the Fund pays the Investment 
Manager a management fee, accrued daily and payable monthly, by applying the 
annual rate of 0.60% to the net assets of the Fund determined as of the close 
of each business day. 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997, continued 

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

The Investment Manager assumed all operating expenses and waived the 
compensation provided for in its Investment Management Agreement until the 
Fund had $50 million of net assets which occurred on February 9, 1996 . At 
January 31, 1997, included in the Statement of Assets and Liabilities is a 
receivable from an affiliate which represents expense reimbursements due to 
the Fund. 

3. PLAN OF DISTRIBUTION 

Dean Witter Distributors Inc. (the "Distributor"), an affiliate of the 
Investment Manager, is the distributor of the Fund's shares and, in 
accordance with a Plan of Distribution (the "Plan"), pursuant to Rule 12b-1 
under the Act, finances certain expenses in connection therewith. 

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

The Fund is authorized to reimburse the Distributor for specific expenses the 
Distributor incurs or plans to incur in promoting the distribution of the 
Fund's shares. The amount of each monthly reimbursement payment may in no 
event exceed an amount equal to a payment at the annual rate of 1.0% of the 
Fund's average daily net assets during the month. Expenses incurred by the 
Distributor pursuant to the Plan in any fiscal year in excess of 1.0% will 
not be reimbursed by the Fund through payments accrued in any subsequent 
fiscal year. For the year ended January 31, 1997, the distribution fee was 
accrued at the annual rate of 1.0%. 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997, continued 

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES 

The cost of purchases and proceeds from sales of portfolio securities, 
excluding short-term investments, for the year ended January 31, 1997 
aggregated $73,510,936 and $12,486,714, respectively. Included in the 
aforementioned are purchases and sales of U.S. Government securities of 
$26,501,321 and $701,577, respectively. 

For the year ended January 31, 1997, the Fund incurred brokerage commissions 
of $44,062 with DWR for portfolio transactions executed on behalf of the 
Fund. At January 31, 1997, the Fund's receivable for investments sold and 
payable for investments purchased included unsettled trades with DWR of 
$89,397 and $322,813, respectively. 

Dean Witter Trust Company, an affiliate of the Investment Manager and 
Distributor, is the Fund's transfer agent. At January 31, 1997 the Fund had 
transfer agent fees and expenses payable of approximately $2,400. 

5. SHARES OF BENEFICIAL INTEREST 

Transactions in shares of beneficial interest were as follows: 

<TABLE>
<CAPTION>
                                                                                    FOR THE PERIOD 
                                                      FOR THE YEAR                  MARCH 28, 1995* 
                                                          ENDED                         THROUGH 
                                                    JANUARY 31, 1997               JANUARY 31, 1996 
                                              -----------------------------  ----------------------------- 
                                                 SHARES          AMOUNT         SHARES          AMOUNT 
                                              -------------  --------------  -------------  -------------- 
<S>                                           <C>            <C>             <C>            <C>
Sold ......................................      8,783,556     $108,772,818     4,686,686     $50,974,046 
Reinvestment of dividends and distributions        258,244        3,243,279        58,982         654,591 
                                              -------------  --------------  -------------  -------------- 
                                                 9,041,800      112,016,097     4,745,668      51,628,637 
Repurchased ...............................     (3,853,609)     (47,689,170)     (763,914)     (8,519,734) 
                                              -------------  --------------  -------------  -------------- 
Net increase ..............................      5,188,191     $ 64,326,927     3,981,754     $43,108,903 
                                              =============  ==============  =============  ============== 
</TABLE>

- ------------ 
* Commencement of operations. 


6. FEDERAL INCOME TAX STATUS 

As of January 31, 1997, the Fund had permanent book/tax differences 
attributable to nondeductible organizational expenses. To reflect 
reclassifications arising from permanent book/tax differences for the year 
ended January 31, 1997, paid-in-capital was charged and accumulated 
undistributed net investment income was credited $34,064. 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
FINANCIAL HIGHLIGHTS 

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


<TABLE>
<CAPTION>
                                                            FOR THE PERIOD 
                                            FOR THE YEAR    MARCH 28, 1995* 
                                               ENDED            THROUGH 
                                          JANUARY 31, 1997  JANUARY 31, 1996 
- ---------------------------------------------------------------------------- 
<S>                                      <C>               <C>
PER SHARE OPERATING PERFORMANCE: 

Net asset value, beginning of period  ..      $ 11.92            $10.00 
                                         ----------------  ---------------- 
Net investment income...................         0.25              0.31 
Net realized and unrealized gain  ......         1.33              1.88 
                                         ----------------  ---------------- 
Total from investment operations .......         1.58              2.19 
                                         ----------------  ---------------- 
Less dividends and distributions from: 
 Net investment income..................        (0.27)            (0.27)** 
 Net realized gain......................        (0.22)              -- 
                                         ----------------  ---------------- 
Total dividends and distributions ......        (0.49)            (0.27) 
                                         ----------------  ---------------- 
Net asset value, end of period..........      $ 13.01            $11.92 
                                         ================  ================ 
TOTAL INVESTMENT RETURN+................        13.44%            22.13%(1) 

RATIOS TO AVERAGE NET ASSETS: 
                                                                    
Expenses ...............................         1.92%(3)           -- %(2)(3) 
Net investment income...................         2.31%(3)          4.25%(2)(3) 

SUPPLEMENTAL DATA: 
Net assets, end of period, in 
 thousands..............................      $119,416          $47,596 
Portfolio turnover rate.................            16%               2%(1) 
                                                                   
Average commission rate paid............      $0.0516               -- 

</TABLE>

- ------------ 
 *     Commencement of operations. 
**     Includes a capital gain distribution of $0.004. 
 +     Calculated based on the net asset value as of the last business day of 
       the period. 
(1)    Not annualized. 
(2)    Annualized. 
(3)    If the Investment Manager had not reimbursed expenses and waived the 
       management fee, the annualized expense and net investment income ratios 
       would have been 2.42% and 1.83%, respectively, for the period ended 
       January 31, 1996, and 1.95% and 2.28%, respectively, for the year ended 
       January 31, 1997. 

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>

DEAN WITTER BALANCED GROWTH FUND 
REPORT OF INDEPENDENT ACCOUNTANTS 

TO THE SHAREHOLDERS AND TRUSTEES 
OF DEAN WITTER BALANCED GROWTH FUND 

In our opinion, the accompanying statement of assets and liabilities, 
including the portfolio of investments, and the related statements of 
operations and of changes in net assets and the financial highlights present 
fairly, in all material respects, the financial position of Dean Witter 
Balanced Growth Fund (the "Fund") at January 31, 1997, the results of its 
operations for the year then ended, and the changes in its net assets and the 
financial highlights for the year then ended and for the period March 28, 
1995 (commencement of operations) through January 31, 1996, in conformity 
with generally accepted accounting principles. These financial statements and 
financial highlights (hereafter referred to as "financial statements") are 
the responsibility of the Fund's management; our responsibility is to express 
an opinion on these financial statements based on our audits. We conducted 
our audits of these financial statements in accordance with generally 
accepted auditing standards which require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates made by 
management, and evaluating the overall financial statement presentation. We 
believe that our audits, which included confirmation of securities at January 
31, 1997 by correspondence with the custodian and brokers and the application 
of alternative auditing procedures where confirmation from brokers were not 
received, provide a reasonable basis for the opinion expressed above. 

PRICE WATERHOUSE LLP 
1177 Avenue of the Americas 
New York, New York 10036 
March 10, 1997 


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

                     1997 FEDERAL TAX NOTICE (unaudited) 

       During the year ended January 31, 1997, the Fund paid to its 
       shareholders $0.10 per share from long-term capital gains. For such 
       period, 50.2% of the income paid qualified for the dividends received 
       deduction available to corporations. 

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


<PAGE>

TRUSTEES 

Michael Bozic 
Charles A. Fiumefreddo 
Edwin J. Garn 
John R. Haire 
Dr. Manuel H. Johnson 
Michael E. Nugent 
Philip J. Purcell 
John L. Schroeder 


OFFICERS 

Charles A. Fiumefreddo 
Chairman and Chief Executive Officer 

Barry Fink
Vice President, Secretary and General Counsel 

Paul D. Vance
Vice President 

Rajesh K. Gupta
Vice President

Thomas F. Caloia 
Treasurer 


TRANSFER AGENT 

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


INDEPENDENT ACCOUNTANTS 

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


INVESTMENT MANAGER 

Dean Witter InterCapital Inc. 
Two World Trade Center 
New York, New York 10048 


This report is submitted for the general information of shareholders of the 
Fund. For more detailed information about the Fund, its officers and 
trustees, fees, expenses and other pertinent information, please see the 
prospectus of the Fund. 

This report is not authorized for distribution to prospective investors in 
the Fund unless preceded or accompanied by an effective prospectus. 


DEAN WITTER 
BALANCED
GROWTH FUND


ANNUAL REPORT 
JANUARY 31, 1997 



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