MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC, 485BPOS, 2000-10-20

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC
485BPOS, 2000-10-20

Previous: BB&T CORP, S-4, EX-99.B, 2000-10-20

Next: MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC, 485BPOS, EX-99.8(A), 2000-10-20

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 2000

REGISTRATION NOS.: 811-2575
2-53856
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 38 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
AMENDMENT NO. 28 /X/

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

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
(A MARYLAND CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

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

BARRY FINK, ESQ.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------------

COPY TO:
STUART M. STRAUSS, ESQ.
MAYER, BROWN & PLATT
1675 BROADWAY
NEW YORK, NEW YORK 10019
--------------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after this Post-Effective Amendment becomes effective.

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)

___ immediately upon filing pursuant to paragraph (b)

_X_ on October 23, 2000 pursuant to paragraph (b)

___ 60 days after filing pursuant to paragraph (a)

___ on (date) pursuant to paragraph (a) of rule 485.

AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

PROSPECTUS - OCTOBER 23, 2000

Morgan Stanley Dean Witter
LIQUID ASSET FUND

[COVER PHOTO]

A MONEY MARKET FUND THAT SEEKS TO PROVIDE HIGH CURRENT
INCOME, PRESERVATION OF CAPITAL AND LIQUIDITY

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

<TABLE>
<S> <C> <C>
The Fund Investment Objectives................................. 1
Principal Investment Strategies....................... 1
Principal Risks....................................... 1
Past Performance...................................... 2
Fees and Expenses..................................... 3
Fund Management....................................... 4

Shareholder Information Pricing Fund Shares................................... 5
How to Buy Shares..................................... 5
How to Exchange Shares................................ 7
How to Sell Shares.................................... 9
Distributions......................................... 11
Tax Consequences...................................... 12

Financial Highlights ...................................................... 13

Financial Information --
August 2000 ...................................................... 14

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

THIS PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE FUND. PLEASE READ
IT CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.
</TABLE>

<PAGE>
[Sidebar]
MONEY MARKET
A MUTUAL FUND HAVING THE GOAL TO SELECT SECURITIES TO PROVIDE CURRENT INCOME
WHILE SEEKING TO MAINTAIN A STABLE SHARE PRICE OF $1.00.
YIELD
THE FUND'S YIELD REFLECTS THE ACTUAL INCOME THE FUND PAYS TO YOU EXPRESSED AS A
PERCENTAGE OF THE FUND'S SHARE PRICE. BECAUSE THE FUND'S INCOME FROM ITS
PORTFOLIO SECURITIES WILL FLUCTUATE, THE INCOME IT IN TURN DISTRIBUTES TO YOU
AND THE FUND'S YIELD WILL VARY.
[End Sidebar]

THE FUND

[ICON] INVESTMENT OBJECTIVES

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

Morgan Stanley Dean Witter Liquid Asset Fund Inc. ("the Fund") is a
money market fund that seeks to provide high current income,
preservation of capital and liquidity.

[ICON] PRINCIPAL INVESTMENT STRATEGIES
--------------------------------------------------------------------------------
The Fund invests in high quality, short-term debt obligations. In
selecting investments, the Fund's "Investment Manager," Morgan
Stanley Dean Witter Advisors Inc., seeks to maintain the Fund's share
price at $1.00. The share price remaining stable at $1.00 means that
the Fund would preserve the principal value of your investment.

The Fund's investments include the following money market securities:

<TABLE>
<S> <C>
- Commercial paper;
- Corporate obligations;
- Debt obligations of U.S.-regulated banks and instruments
secured by those obligations (these investments include
certificates of deposit);
- Certificates of deposit of savings banks and savings and
loan associations;
- Debt obligations issued or guaranteed as to principal and
interest by the U.S. government, its agencies or its
instrumentalities; and
- Repurchase agreements, which may be viewed as a type of
secured lending by the Fund.
</TABLE>

[ICON] PRINCIPAL RISKS
--------------------------------------------------------------------------------

There is no assurance that the Fund will achieve its investment
objectives. Shares of the Fund are not bank deposits and are not
insured or guaranteed by the FDIC or any other government agency.
Although the Fund seeks to preserve the value of your investment at
$1.00 per share, if it is unable to do so, it is possible to lose
money by investing in the Fund.

CREDIT AND INTEREST RATE RISKS. Principal risks of investing in the
Fund are associated with its debt obligation investments. All debt
obligations, such as money market securities, are subject to two
types of risk: credit risk and interest rate risk. Credit risk refers
to the possibility that the issuer of a security will be unable to
make interest payments and/or repay the principal on its debt.
Interest rate risk refers to fluctuations in the value of a debt
security resulting from changes in the general level of interest
rates.

1
<PAGE>

[Sidebar]
ANNUAL TOTAL RETURNS
THIS CHART SHOWS HOW THE PERFORMANCE OF THE FUND'S SHARES HAS VARIED FROM YEAR
TO YEAR OVER THE PAST 10 CALENDAR YEARS. YEAR-TO-DATE TOTAL RETURN AS OF
SEPTEMBER 30, 2000, WAS 4.42%.

AVERAGE ANNUAL

TOTAL RETURNS
THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS.
[End Sidebar]

The Investment Manager actively manages the Fund's assets to reduce
the risk of losing any principal investment as a result of credit or
interest rate risks. The Fund's assets are reviewed to maintain or
improve creditworthiness. In addition, federal regulations require
money market funds to invest only in debt obligations of high quality
and short-term maturities.

[ICON] PAST PERFORMANCE
--------------------------------------------------------------------------------
The bar chart and table below provide some indication of the risks of
investing in the Fund. For the Fund's most recent 7-day annualized
yield, you may call (800) 869-NEWS. The Fund's past performance does
not indicate how the Fund will perform in the future.

ANNUAL TOTAL RETURNS - CALENDAR YEARS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

During the periods shown in the bar chart, the highest return for a
calendar quarter was 1.97% (quarter ended March 31, 1990) and the
lowest return for a calendar quarter was 0.64% (quarter ended
June 30, 1993).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (AS OF DECEMBER 31, 1999)
-----------------------------------------------------------------------------
PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
<S> <C> <C> <C>
-----------------------------------------------------------------------------
Liquid Asset Fund 4.79% 5.17% 4.93%
-----------------------------------------------------------------------------
</TABLE>

2
<PAGE>

[Sidebar]
ANNUAL FUND
OPERATING EXPENSES
THESE EXPENSES ARE DEDUCTED FROM THE FUND'S ASSETS AND ARE BASED ON EXPENSES
PAID FOR THE FISCAL YEAR ENDED AUGUST 31, 2000.

[End Sidebar]

[ICON] FEES AND EXPENSES
--------------------------------------------------------------------------------
The table below briefly describes the fees and expenses that you may
pay if you buy and hold shares of the Fund. The Fund is a no-load
fund. The Fund does not impose any sales charges and does not impose
account or exchange fees.

<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
----------------------------------------------------------------------
Management Fee 0.27%
----------------------------------------------------------------------
Distribution and service (12b-1) fees 0.10%
----------------------------------------------------------------------
Other expenses 0.21%
----------------------------------------------------------------------
Total annual Fund operating expenses 0.58%
----------------------------------------------------------------------
</TABLE>

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 table below shows your costs at the end of each period
based on these assumptions.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
----------------------------------
$59 $185 $323 $724
----------------------------------
</TABLE>

3
<PAGE>

[Sidebar]
MORGAN STANLEY DEAN WITTER ADVISORS INC.
THE INVESTMENT MANAGER IS WIDELY RECOGNIZED AS A LEADER IN THE MUTUAL FUND
INDUSTRY AND TOGETHER WITH MORGAN STANLEY DEAN WITTER SERVICES COMPANY INC., ITS
WHOLLY-OWNED SUBSIDIARY, HAD APPROXIMATELY $155 BILLION IN ASSETS UNDER
MANAGEMENT AS OF SEPTEMBER 30, 2000.

[End Sidebar]

[ICON] FUND MANAGEMENT
--------------------------------------------------------------------------------
The Fund has retained the Investment Manager -- Morgan Stanley Dean
Witter Advisors Inc. -- to provide administrative services, manage
its business affairs and invest its assets, including the placing of
orders for the purchase and sale of portfolio securities. The
Investment Manager is a wholly-owned subsidiary of Morgan Stanley
Dean Witter & Co., a preeminent global financial services firm that
maintains leading market positions in each of its three primary
businesses: securities, asset management and credit services. Its
main business office is located at Two World Trade Center, New York,
NY 10048.

The Fund pays the Investment Manager a monthly management fee as full
compensation for the services and facilities furnished to the Fund,
and for Fund expenses assumed by the Investment Manager. The fee is
based on the Fund's average daily net assets. For the fiscal year
ended August 31, 2000 the Fund accrued total compensation to the
Investment Manager amounting to 0.27% of the Fund's average daily net
assets.

4
<PAGE>

[Sidebar]
CONTACTING A FINANCIAL ADVISOR
IF YOU ARE NEW TO THE MORGAN STANLEY DEAN WITTER FAMILY OF FUNDS AND WOULD LIKE
TO CONTACT A FINANCIAL ADVISOR, CALL (877) 937-MSDW (TOLL-FREE) 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.msdwadvice.com/funds

[End Sidebar]

SHAREHOLDER INFORMATION

[ICON] PRICING FUND SHARES
--------------------------------------------------------------------------------
The price of Fund shares, called "net asset value," is based on the
amortized cost of the Fund's portfolio securities. The amortized cost
valuation method involves valuing a debt obligation in reference to
its cost, rather than market forces.

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.

[ICON] HOW TO BUY SHARES
--------------------------------------------------------------------------------
You may open a new account to buy Fund shares or buy additional Fund
shares for an existing account in several ways. When you buy Fund
shares, the shares are purchased at the next share price calculated
after we receive your purchase order accompanied by federal or other
immediately available funds. You begin earning dividends the business
day after the shares are purchased. We reserve the right to reject
any order for the purchase of Fund shares.

<TABLE>
<CAPTION>
MINIMUM INVESTMENT AMOUNTS
--------------------------------------------------------------------------------------------
MINIMUM INVESTMENT
-------------------------
INVESTMENT OPTIONS INITIAL ADDITIONAL
<S> <C> <C> <C>
--------------------------------------------------------------------------------------------
Regular Accounts: $5,000 $100
--------------------------------------------------------------------------------------------
Individual Retirement
Accounts: Regular IRAs $1,000 $100
Education IRAs $500 $100
--------------------------------------------------------------------------------------------
EASYINVEST-SM-
(Automatically from your
checking or savings
account) not available $100
--------------------------------------------------------------------------------------------
</TABLE>

There is no minimum investment amount if you purchase Fund shares
through: (1) the Investment Manager's mutual fund asset allocation
plan, (2) a program, approved by the Fund's distributor, in which you
pay an asset-based fee for advisory, administrative and/ or brokerage
services, (3) the following programs approved by the Fund's
distributor: (i) qualified state tuition plans described in
Section 529 of the Internal Revenue Code and (ii) certain other
investment programs that do not charge an asset-based fee, or
(4) employer-sponsored employee benefit plan accounts.

5
<PAGE>

<TABLE>
<CAPTION>
INVESTMENT
OPTIONS PROCEDURES
<S> <C>
--------------------------------------------------------------------------------
Contact Your NEW ACCOUNTS AND SUBSEQUENT INVESTMENTS
Financial Advisor You may buy Fund shares by contacting your Morgan Stanley
Dean Witter Financial Advisor or other authorized financial
ICON representative. Your Financial Advisor will assist you,
step-by-step, with the procedures to invest in the Fund.
--------------------------------------------------------------------------------
By Mail NEW ACCOUNTS
ICON To open a new account to buy Fund shares:
- Complete and sign the attached Application.
- Make out a check for the investment amount to: Morgan
Stanley Dean Witter Liquid Asset Fund Inc.
- Mail the Application and check to Morgan Stanley Dean
Witter Trust FSB at P.O. Box 1040, Jersey City, NJ 07303.
------------------------------------------------------------
SUBSEQUENT INVESTMENTS
To buy additional shares for an existing Fund account:
- Write a "letter of instruction" to the Fund specifying the
name(s) on the account, the account number and the social
security or tax identification number, and the additional
investment amount. The letter must be signed by the
account owner(s).
- Make out a check for the investment amount to: Morgan
Stanley Dean Witter Liquid Asset Fund Inc.
- Mail the letter and check to Morgan Stanley Dean Witter
Trust FSB at the same address as for new accounts.
--------------------------------------------------------------------------------
By wire NEW ACCOUNTS
ICON To open a new account to buy Fund shares:
- Mail the attached Application, completed and signed, to
Morgan Stanley Dean Witter Trust FSB at P.O. Box 1040,
Jersey City, NJ 07303.
- Before sending instructions by wire, call us at
(800) 869-NEWS advising us of your purchase and to confirm
we have received your Application (at that time we will
provide you with a new account number).
- Wire the instructions specifying the name of the Fund and
your account number, along with the additional investment
amount, to The Bank of New York, for credit to the account
of "Morgan Stanley Dean Witter Trust FSB, Harborside
Financial Center, Plaza Two, Jersey City, NJ 07303,
Account No. 8900188413."
(When you buy Fund shares, wire purchase instructions
received by Morgan Stanley Dean Witter Trust FSB prior to
12:00 noon Eastern time are normally effective that day and
wire purchase instructions received after 12:00 noon are
normally effective the next business day.)
------------------------------------------------------------
SUBSEQUENT INVESTMENTS
To buy additional shares for an existing Fund account:
- Before sending instructions by wire, call us at
(800) 869-NEWS advising us of your purchase.
- Wire the instructions specifying the name of the Fund and
your account number, along with the investment amount, to
The Bank of New York, for credit to the account of Morgan
Stanley Dean Witter Trust FSB in the same manner as
opening an account.
(Also, when you buy additional Fund shares, wire purchase
instructions received by Morgan Stanley Dean Witter Trust
FSB prior to 12:00 noon Eastern time are normally effective
that day and wire purchase instructions received after
12:00 noon are normally effective the next business day.)
--------------------------------------------------------------------------------
EASYINVEST -SM- NEW ACCOUNTS
(Automatically This program is not available to open a new Fund account or
from your a new account of another Money Market Fund.
checking or ------------------------------------------------------------
savings SUBSEQUENT INVESTMENTS
account) EASYINVEST-SM- A purchase plan that allows you to transfer
money automatically from your checking or savings account on
a semi-monthly, monthly or quarterly basis. Contact your
Morgan Stanley Dean Witter Financial Advisor for further
information about this service.
ICON
--------------------------------------------------------------------------------
</TABLE>

6
<PAGE>

ADDITIONAL PURCHASE INFORMATION. If you are a customer of Dean Witter
Reynolds or another authorized dealer of Fund shares, you may upon
request: (a) have the proceeds from the sale of listed securities
invested in Fund shares the day after you receive the proceeds; and
(b) pay for the purchase of certain listed securities by automatic
sale of Fund shares that you own. If you are a customer of Dean
Witter Reynolds or another authorized dealer of the Fund's shares,
you may have cash balances in your securities account of $1,000 or
more automatically invested in shares of the Fund on the next
business day after the balance is accrued in your account. Cash
balances of less than $1,000 may be automatically invested in Fund
shares on a weekly basis.

PLAN OF DISTRIBUTION. The Fund has adopted a Plan of Distribution in
accordance with Rule 12b-1 under the Investment Company Act of 1940.
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. 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 and may cost you more than paying other
types of sales charges.

[ICON] HOW TO EXCHANGE SHARES
--------------------------------------------------------------------------------
PERMISSIBLE FUND EXCHANGES. You may only exchange shares of the Fund
for shares of other continuously offered Morgan Stanley Dean Witter
Funds if the Fund shares were acquired in an exchange of shares
initially purchased in a Multi-Class Fund or an FSC Fund (subject to
a front-end sales charge). In that case, the shares may be
subsequently re-exchanged for shares of the same Class of any
Multi-Class Fund or FSC Fund or for shares of another Money Market
Fund, a No-Load Fund, North American Government Income Trust or
Short-Term U.S. Treasury Trust. Of course, if an exchange is not
permitted, you may sell shares of the Fund and buy another Fund's
shares with the proceeds.

See the inside back cover of this PROSPECTUS for each Morgan Stanley
Dean Witter Fund's designation as a Multi-Class Fund, FSC Fund,
No-Load Fund or Money Market Fund. If a Morgan Stanley Dean Witter
Fund is not listed, consult the inside back cover of that fund's
prospectus for its designation. For purposes of exchanges, shares of
FSC Funds are treated as Class A shares of a Multi-Class Fund.

The current prospectus for each fund describes its investment
objective(s), policies and investment minimums, and should be read
before investing. Since exchanges are available only into
continuously offered Morgan Stanley Dean Witter Funds, exchanges are
not available into any new Morgan Stanley Dean Witter Fund during its
initial offering period, or when shares of a particular Morgan
Stanley Dean Witter Fund are not being offered for purchase.

EXCHANGE PROCEDURES. You can process an exchange by contacting your
Morgan Stanley Dean Witter Financial Advisor or other authorized
financial representative.

7
<PAGE>
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.

An exchange to any Morgan Stanley Dean Witter 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. The check writing privilege is 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, or social
security or other tax identification number. Telephone instructions
also may be recorded.

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

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

EXCHANGING SHARES OF ANOTHER FUND SUBJECT TO A CONTINGENT DEFERRED
SALES CHARGE ("CDSC"). There are special considerations when you
exchange shares subject to a CDSC of another Morgan Stanley Dean
Witter Fund for shares of the Fund. 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
the Fund WILL NOT BE COUNTED. Thus, in effect the "holding period"
for purposes of calculating the CDSC is frozen upon exchanging into
the Fund. Nevertheless, if shares subject to a CDSC are exchanged for
shares of the Fund, 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 the Fund up to the amount of any applicable
CDSC. See the prospectus of the fund that charges the CDSC for more
details.

LIMITATIONS ON EXCHANGES. Certain patterns of past exchanges and/or
purchase or sale transactions involving the Fund or other Morgan
Stanley Dean Witter Funds may

8
<PAGE>

result in the Fund limiting or prohibiting, at its discretion,
additional purchases and/or exchanges. Determinations in this regard
may be made based on the frequency or dollar amount of the previous
exchanges or purchase or sale transactions. You will be notified in
advance of limitations on your exchange privileges.

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

[ICON] HOW TO SELL SHARES
--------------------------------------------------------------------------------
You can sell some or all of your Fund shares at any time. Your shares
will be sold at the next share price calculated after we receive your
order to sell as described below.

<TABLE>
<CAPTION>
OPTIONS PROCEDURES
<S> <C>
--------------------------------------------------------------------------------
Contact your To sell your shares, simply call your Morgan Stanley Dean
Financial Advisor Witter Financial Advisor or other authorized financial
ICON representative.
------------------------------------------------------------
Payment will be sent to the address to which the account is
registered or deposited in your brokerage account.
--------------------------------------------------------------------------------
Check-writing You may order a supply of blank checks by requesting them on
Option the investment application or by contacting your Morgan
ICON Stanley Dean Witter Financial Advisor.
------------------------------------------------------------
Checks may be written in any amount not less than $500. You
must sign checks exactly as their shares are registered. If
the account is a joint account, the check may contain one
signature unless the joint owners have specified on an
investment application that all owners are required to sign
checks.
------------------------------------------------------------
Payment of check proceeds normally will be made on the next
business day after we receive your check in proper form.
Shares purchased by check (including a certified or bank
cashier's check) are not normally available to cover
redemption checks until fifteen days after Morgan Stanley
Dean Witter Trust FSB receives the check used for
investment. A check will not be honored in an amount
exceeding the value of the account at the time the check is
presented for payment.
--------------------------------------------------------------------------------
Systematic If your investment in all of the Morgan Stanley Dean Witter
Withdrawal Plan Family of Funds has a total market value of at least
ICON $10,000, you may elect to withdraw amounts of $25 or more,
or in any whole percentage of a fund's balance (provided the
amount is at least $25), on a monthly, quarterly,
semi-annual or 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.
------------------------------------------------------------
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.
------------------------------------------------------------
When you sell Fund shares through the Systematic Withdrawal
Plan, the shares may be subject to a contingent deferred
sales charge ("CDSC") if they were obtained in exchange for
shares subject to a CDSC of another Morgan Stanley Dean
Witter Fund. The CDSC, however, will be waived in an amount
up to 12% annually of the Fund's value, although Fund 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.
See the prospectus of the fund that charges the CDSC for
more details.
--------------------------------------------------------------------------------
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
OPTIONS PROCEDURES
<S> <C>
--------------------------------------------------------------------------------
By Letter You may also sell your shares by writing a "letter of
ICON instruction" that includes:
- your account number;
- the dollar amount or the number of shares you wish to
sell; and
- 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, NJ 07303.
------------------------------------------------------------
A check will be mailed to the name(s) and address in which
the account is registered, or otherwise according to your
instructions.
--------------------------------------------------------------------------------
By Telephone or To sell shares by telephone or wire, first complete a
Wire telephone redemption application designating a bank account.
ICON Redemptions for more than $1,000 will be wired to your bank
ICON account (your bank may charge a fee for this service). For
redemptions for less than $1,000, a check will be mailed to
your bank account. If you hold share certificates, you may
not redeem those shares by this method. For more information
or to request a telephone redemption application, call
Morgan Stanley Dean Witter Trust FSB at (800) 869-NEWS.
--------------------------------------------------------------------------------
</TABLE>

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,
however, under unusual circumstances. If you request to sell shares
that were recently purchased by check, your sale will not be effected
until it has been verified that the check has been honored.

INVOLUNTARY SALES. The Fund reserves the right, on sixty days'
notice, to sell the shares of any shareholder whose shares, due to
sales by the shareholder, have a value below $1,000. 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.

MONEY MARKET FUND AUTOMATIC SALE PROCEDURES. If you maintain a
brokerage account with Dean Witter Reynolds or another authorized
dealer of Fund shares, you may elect to have your Fund shares
automatically sold from your account to satisfy amounts you owe as a
result of purchasing securities or other transactions in your
brokerage account.

10
<PAGE>
[Sidebar]
TARGETED DIVIDENDS-SM-
YOU MAY SELECT TO HAVE YOUR FUND DISTRIBUTIONS AUTOMATICALLY INVESTED IN ANOTHER
MORGAN STANLEY DEAN WITTER FUND THAT YOU OWN. CONTACT YOUR MORGAN STANLEY DEAN
WITTER FINANCIAL ADVISOR FOR FURTHER INFORMATION ABOUT THIS SERVICE.
[End Sidebar]

If you elect to participate by notifying Dean Witter Reynolds or
another authorized dealer of Fund shares, your brokerage account will
be scanned each business day prior to the close of business
(4:00 p.m. Eastern time). After any cash balances in the account are
applied, a sufficient number of Fund shares may be sold to satisfy
any amounts you are obligated to pay to Dean Witter Reynolds or
another authorized dealer of fund shares. Sales will be effected on
the business day before the date you are obligated to make payment,
and Dean Witter Reynolds or another authorized dealer of Fund shares
will receive the sale proceeds on the following day.

EASYINVEST -SM- -- AUTOMATIC REDEMPTION. You may invest in shares of
certain other Morgan Stanley Dean Witter Funds by subscribing to
EASYINVEST -SM-, an automatic purchase plan that provides for the
automatic investment of any amount from $100 to $5,000 in shares of
the specified fund. Under EASYINVEST -SM-, you may direct that a
sufficient number of shares of the Fund be automatically sold and the
proceeds transferred to Morgan Stanley Dean Witter Trust FSB, on a
semi-monthly, monthly or quarterly basis, for investment in shares of
the specified fund. Sales of your Fund shares will be made on the
business day preceding the investment date and Morgan Stanley Dean
Witter Trust FSB will receive the proceeds for investment on the day
following the sale date.

[ICON] DISTRIBUTIONS
--------------------------------------------------------------------------------
The Fund passes substantially all of its earnings along to its
investors as "distributions." The Fund earns interest from
fixed-income investments. These amounts are passed along to Fund
shareholders as "income dividend distributions." The Fund may realize
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 Investment Manager does not anticipate that there
will be significant capital gain distributions.

The Fund declares income dividends payable on each day the New York
Stock Exchange is open for business, of all of its daily net income
to shareholders of record as of the close of business the preceding
business day. Capital gains, if any, are distributed periodically.

Distributions are reinvested automatically in additional shares of
the Fund (rounded to the last 1/100 of a share) and automatically
credited to your account unless you request in writing that
distributions be paid in cash. If you elect the cash option, the Fund
will reinvest the additional shares and credit your account during
the month, then redeem

11
<PAGE>
the credited amount no later than the last business day of the month,
and mail a check to you no later than seven business days after the
end of the month. No interest will accrue on uncashed checks. If you
wish to change how your distributions are paid, your request should
be received by the Fund's transfer agent, Morgan Stanley Dean Witter
Trust FSB, at least five business days prior to the record date of
the distributions.

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

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

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 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 information on your dividends and capital
gains for tax purposes.

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
sale proceeds. Any withheld amount would be sent to the IRS as an
advance tax payment.

12
<PAGE>

1 6 0 --
for office use only

MORGAN STANLEY DEAN WITTER
LIQUID ASSET
APPLICATION FUND INC.

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
Send to: Morgan Stanley Dean Witter Trust FSB (the "Transfer Agent"),
P.O. Box 1040, Jersey City, NJ 07303
REMOVE APPLICATION CAREFULLY

<TABLE>
<S> <C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C><C>
-------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS For assistance in completing this application, telephone Morgan Stanley Dean Witter Trust FSB at (800) 869-NEWS
(toll-free).
-------------------------------------------------------------------------------------------------------------------------------
TO REGISTER
SHARES 1.
(please print)
---------------------------------------------------------------------------------------------------------------
First Name Last Name
-As joint
tenants,
use line 1 & 2 2.
---------------------------------------------------------------------------------------------------------------
First Name Last Name
(Joint tenants with rights of survivorship unless otherwise specified)
------------------------
Social Security Number
-As custodian
for a minor, 3.
use lines 1 &
3
---------------------------------------------------------------------------------------------------------------
Minor's Name
Under the _______________ Uniform Gifts to Minors Act ---------------------------
State of Residence of Minor Minor's Social Security Number

-In the name of
a corporation, 4.
trust,
partnership
or other ---------------------------------------------------------------------------------------------------------------
institutional Name of Corporation, Trust (including trustee name(s)) or Other Organization
investors, use
line 4
-------------------------------------------------------------------------------------------------------------------------------
If Trust, Date of Trust Instrument:____________ Tax Identification
Number__________
ADDRESS
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
City State Zip Code
</TABLE>

<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------------------
TO PURCHASE
SHARES:
Minimum Initial / / CHECK (enclosed) $__________ (Make Payable to Morgan Stanley Dean Witter Liquid Asset Fund Inc.)
Investment:
$5,000 / / WIRE* On__________ MF*______________________________________
(Date) (Control number, this transaction)
</TABLE>

<TABLE>
<S> <C> <C>
----------------------------------------------------------------------------------------------------------
Name of Bank Branch
----------------------------------------------------------------------------------------------------------
Address
----------------------------------------------------------------------------------------------------------
Telephone Number
* For an initial investment made by wiring funds, obtain a control number by calling: (800) 869-NEWS
(toll-free).
Your bank should wire to:
Bank of New York for credit to account of Morgan Stanley Dean Witter Trust FSB
</TABLE>

<TABLE>
<S> <C> <C>
Account Number: 8900188413
Re: Morgan Stanley Dean Witter Liquid Asset Fund Inc.
Account Of:______________________________________________________________
(Investor's Account as Registered at the Transfer Agent)
Control or Account Number:_______________________
(Assigned by Telephone)
-------------------------------------------------------------------------------------------------------------------------------
OPTIONAL SERVICES
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NOTE: If you are a current shareholder of Morgan Stanley Dean Witter
Liquid Asset Fund Inc., please indicate your fund account number
here.
[ 1 ] [ 6 ] [ 0 ] -
--------------------
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C>
DIVIDENDS All dividends will be reinvested daily in additional shares, unless the following option is selected:
/ / Pay income dividends by check at the end of each month.
-------------------------------------------------------------------------------------------------------------------------------
WRITE YOUR / / Send an initial supply of checks.
OWN FOR JOINT ACCOUNTS:
CHECK / / CHECK THIS BOX IF ALL OWNERS ARE REQUIRED TO SIGN CHECKS.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
PAYMENT TO / / Morgan Stanley Dean Witter Trust FSB is hereby authorized to honor telephonic or other instructions, without
PREDESIGNATED signature guarantee, from any person for the redemption of any or all shares of Morgan Stanley Dean Witter
BANK ACCOUNT Liquid Asset Fund Inc. held in my (our) account provided that proceeds are transmitted only to the following
bank account. (Absent its own negligence, neither Morgan Stanley Dean Witter Liquid Asset Fund Inc. nor
Morgan Stanley Dean Witter Trust FSB (the "Transfer Agent") shall be liable for any redemption caused by
unauthorized instruction(s)):
Bank Account
must be in same
name as shares
are registered
------------------------------------------------------------------------------- ------------------------------
NAME & BANK ACCOUNT NUMBER BANK'S ROUTING TRANSMIT CODE
(ASK YOUR BANK)
Minimum Amount:
$5,000 -------------------------------------------------------------------------------
NAME OF BANK

-------------------------------------------------------------------------------
ADDRESS OF BANK

-------------------------------------------------------------------------------
TELEPHONE NUMBER OF BANK
-------------------------------------------------------------------------------------------------------------------------------
SIGNATURE AUTHORIZATION
-------------------------------------------------------------------------------------------------------------------------------
FOR ALL ACCOUNTS NOTE: RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS. ANY MODIFICATION OF THE INFORMATION BELOW WILL REQUIRE AN
AMENDMENT TO THIS FORM. THIS DOCUMENT IS IN FULL FORCE AND EFFECT UNTIL ANOTHER DULY EXECUTED FORM IS RECEIVED BY
THE TRANSFER AGENT.
The "Transfer Agent" is hereby authorized to act as agent for the registered owner of shares of Morgan Stanley
Dean Witter Liquid Asset Fund Inc. (the "Fund") in effecting redemptions of shares and is authorized to recognize
the signature(s) below in payment of funds resulting from such redemptions on behalf of the registered owners of
such shares. The Transfer Agent shall be liable only for its own negligence and not for default or negligence of
its correspondents, or for losses in transit. The Fund shall not be liable for any default or negligence of the
Transfer Agent.
I (we) certify to my (our) legal capacity, or the capacity of the investor named above, to invest in and redeem
shares of, and I (we) acknowledge receipt of a current prospectus of, Morgan Stanley Dean Witter Liquid Asset Fund
Inc. and (we) further certify my (our) authority to sign and act for and on behalf of the investor.
Under penalties of perjury, I certify (1) that the number shown on this form is my correct taxpayer identification
number and (2) that I am not subject to backup withholding either because I have not been notified that I am
subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am no longer subject to backup withholding. (Note: You must cross out item
(2) above if you have been notified by IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.)
For Individual, Joint and Custodial Accounts for Minors, Check Applicable Box:
/ / I am a United States Citizen. / / I am not a United States Citizen.
SIGNATURE(S) (IF JOINT TENANTS, ALL MUST SIGN)
</TABLE>

<TABLE>
<S> <C> <C>
Name(s) must be -------------------------------------------------------- --------------------------------------------------------
signed SIGNATURE MUST BE KEPT WITHIN ABOVE AREA SIGNATURE MUST BE KEPT WITHIN ABOVE AREA
exactly the same
as shown on -------------------------------------------------------- --------------------------------------------------------
lines 1 to 4 on SIGNATURE MUST BE KEPT WITHIN ABOVE AREA SIGNATURE MUST BE KEPT WITHIN ABOVE AREA
the reverse
side of this SIGNED THIS_______________DAY OF__________, 20____.
application

FOR CORPORATIONS, TRUSTS, PARTNERSHIPS AND OTHER ORGANIZATIONS

The following named persons are currently officers/trustees/general partners/other authorized signatories of the
Registered Owner, and any ____* of them ("Authorized Person(s)") is/are currently authorized under the applicable
governing document to act with full power to sell, assign or transfer securities of the the Fund for the
Registered Owner and to execute and deliver any instrument necessary to effectuate the authority hereby conferred:
</TABLE>

<TABLE>
<S> <C> <C>
In addition, NAME/TITLE SIGNATURE
complete
Section A or B -------------------------------------------------------- --------------------------------------------------------
below.

-------------------------------------------------------- --------------------------------------------------------
SIGNATURE MUST BE KEPT WITHIN ABOVE AREA SIGNATURE MUST BE KEPT WITHIN ABOVE AREA

SIGNED THIS____________DAY OF____________, 20____.
The Transfer Agent may, without inquiry, act only upon the instruction of ANY PERSON(S) purporting to be (an)
Authorized Person(s) as named in the Certification Form last received by the Transfer Agent. The Transfer Agent
and the Fund shall not be liable for any claims, expenses (including legal fees) or losses resulting from the
Transfer Agent having acted upon any instruction reasonably believed genuine.
------------------------------------------------------------------------------------------------------------------
*INSERT A NUMBER. UNLESS OTHERWISE INDICATED, THE TRANSFER AGENT MAY HONOR INSTRUCTIONS OF ANY ONE OF THE PERSONS
NAMED ABOVE.
</TABLE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
SECTION (A) NOTE: EITHER A SIGNATURE GUARANTEE OR CORPORATE SEAL IS REQUIRED.
CORPORATIONS AND
INCORPORATED
ASSOCIATIONS ONLY. I, ____________, Secretary of the Registered Owner, do hereby certify that at a meeting on
____________ at which a quorum was present throughout, the Board of Directors of the
corporation/the officers of the association duly adopted a resolution, which is in full force and
effect and in accordance with the Registered Owner's charter and by-laws, which resolution did the
following: (1) empowered the above-named Authorized Person(s) to effect securities transactions
SIGN ABOVE AND COM- for the Registered Owner on the terms described above; (2) authorized the Secretary to certify,
PLETE THIS from time to time, the names and titles of the officers of the Registered Owner and to notify the
SECTION Transfer Agent when changes in office occur; and (3) authorized the Secretary to certify that such
a resolution has been duly adopted and will remain in full force and effect until the Transfer
Agent receives a duly executed amendment to the Certification Form.
SIGNATURE
GUARANTEE** Witness my hand on behalf of the corporation/association this ______ day of ____________, 19____.
(or Corporate Seal)

---------------------------------------------------------------------
Secretary**
The undersigned officer (other than the Secretary) hereby certifies that the foregoing instrument
has been signed by the Secretary of the corporation/association.
SIGNATURE
GUARANTEE** ---------------------------------------------------------------------
(or Corporate Seal) Certifying Officer of the Corporation or Incorporated Association**
-------------------------------------------------------------------------------------------------------------------------------
SECTION (B) ALL NOTE: A SIGNATURE GUARANTEE IS REQUIRED.
OTHER
INSTITUTIONAL -----------------------------------------------------------------------------------
INVESTORS Certifying
SIGNATURE Trustee(s)/General Partner(s)/Other(s)**
GUARANTEE**
-----------------------------------------------------------------------------------
SIGN ABOVE AND COM- Certifying
PLETE THIS SECTION Trustee(s)/General Partner(s)/Other(s)**
---------------------------------------------------------------------------------------------------------
**SIGNATURE(S) MUST BE GUARANTEED BY AN ELIBIGLE GUARANTOR
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C> <C>
DEALER Above signature(s) guaranteed. Prospectus has been delivered by undersigned to above-named applicant(s).
(if any)
Completion by
dealer only ---------------------------------------------------- ----------------------------------------------------
Firm Name Office Number-Account Number at Dealer-A/E Number
---------------------------------------------------- ----------------------------------------------------
Address Account Executive's Last Name
---------------------------------------------------- ----------------------------------------------------
City, State, Zip Code Branch Office
</TABLE>

-Registered Trademark- 2000 Morgan Stanley Dean Witter Distributors Inc.

<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the periods indicated. Certain information reflects
financial results for a single Fund share throughout each year. 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 for the year ended August 31, 2000 has been audited by
Deloitte & Touche LLP, independent auditors, whose report, along with the Fund's
financial statements, is included in this Prospectus. The financial highlights
for each of the years in the four year-period ended August 31, 1999 have been
audited by other independent accountants.

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31, 2000 1999 1998 1997 1996
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------

SELECTED PER SHARE DATA:
---------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------------------------------------------------------------------------------------------------------
Net investment income from operations 0.055 0.046 0.052 0.050 0.050
---------------------------------------------------------------------------------------------------------
Less dividends from net investment income (0.055) (0.046) (0.052) (0.050) (0.050)
---------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------------------------------------------------------------------------------------------------------

TOTAL RETURN 5.69% 4.74% 5.29% 5.13% 5.15%
---------------------------------------------------------------------------------------------------------

RATIOS TO AVERAGE NET ASSETS:
---------------------------------------------------------------------------------------------------------
Expenses 0.58% 0.59% 0.61% 0.62% 0.63%
---------------------------------------------------------------------------------------------------------
Net investment income 5.51% 4.61% 5.11% 5.01% 5.02%
---------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DATA:
---------------------------------------------------------------------------------------------------------
Net assets, end of period, in millions $19,628 $17,875 $15,321 $13,166 $11,389
---------------------------------------------------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

13
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
PORTFOLIO OF INVESTMENTS AUGUST 31, 2000

<TABLE>
<CAPTION>
ANNUALIZED MATURITY
PRINCIPAL YIELD ON
AMOUNT IN DATE OF
THOUSANDS PURCHASE DATE VALUE
-------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
COMMERCIAL PAPER (70.6%)
BANKING (10.4%)
$ 400,000 Bank of America Corp.............................. 6.40% 09/07/00 - 09/08/00 $ 399,550,056
300,000 Chase Manhattan Corp.............................. 6.56 - 6.60 10/31/00 - 11/30/00 295,497,958
450,000 Citicorp.......................................... 6.54 - 6.56 09/21/00 - 10/26/00 446,593,278
600,000 Morgan (J.P.) & Co. Inc........................... 6.55 - 6.70 09/05/00 - 11/17/00 596,566,555
310,000 Wells Fargo & Co.................................. 6.57 - 6.61 10/16/00 - 10/31/00 307,206,311
---------------
2,045,414,158
---------------
COMPUTER HARDWARE (0.5%)
100,000 International Business Machines Corp.............. 6.54 10/02/00 99,441,139
---------------
DIVERSIFIED FINANCIAL SERVICES (7.5%)
410,000 Associates Corp. of North America................. 6.55 - 6.59 10/18/00 - 12/07/00 405,621,740
100,000 Associates First Capital Corp..................... 6.56 09/21/00 99,639,444
998,000 General Electric Capital Corp..................... 6.04 - 7.07 09/01/00 - 05/25/01 974,146,792
---------------
1,479,407,976
---------------
FINANCE -- AUTOMOTIVE (12.4%)
952,000 DaimlerChrysler North America Holding Corp........ 6.59 - 6.61 09/19/00 - 12/06/00 939,992,800
650,000 Ford Motor Credit Co.............................. 6.51 09/21/00 - 09/22/00 647,597,000
855,000 General Motors Acceptance Corp.................... 6.53 - 6.57 09/15/00 - 11/02/00 850,245,106
---------------
2,437,834,906
---------------
FINANCE -- CONSUMER (6.0%)
730,000 American Express Credit Corp...................... 6.54 - 6.56 09/07/00 - 10/20/00 727,116,405
355,000 New Center Asset Trust............................ 6.57 - 6.85 09/11/00 - 10/04/00 353,679,367
100,000 Wells Fargo Financial Inc......................... 6.56 09/25/00 99,566,667
---------------
1,180,362,439
---------------
FINANCE -- CORPORATE (4.9%)
230,000 CIT Group Inc. (The).............................. 6.56 - 6.60 09/20/00 - 10/31/00 228,656,930
735,000 Ciesco, L.P....................................... 6.57 - 6.68 09/13/00 - 11/16/00 729,127,042
---------------
957,783,972
---------------
INTERNATIONAL BANKS (25.0%)
200,000 ANZ (DE) Inc...................................... 6.61 - 6.63 10/25/00 - 11/03/00 197,884,500
695,000 Abbey National North America Corp................. 6.58 - 6.65 09/27/00 - 11/03/00 689,802,726
150,000 ABN - AMRO N.A. Finance, Inc...................... 6.77 09/01/00 150,000,000
250,000 Cregem North America Inc.......................... 6.69 - 6.71 09/13/00 - 09/15/00 249,396,500
970,000 Deutsche Bank Financial Inc....................... 6.60 - 6.65 10/13/00 - 12/28/00 953,650,747
900,000 Dresdner U.S. Finance Inc......................... 6.53 09/13/00 - 09/26/00 896,646,833
60,000 Internationale Nederlanden (U.S.) Funding Corp.... 6.52 09/18/00 59,816,400
300,000 National Australia Funding (DE) Inc............... 6.62 - 6.77 09/19/00 - 10/06/00 298,538,750
445,000 Societe Generale N.A. Inc......................... 6.58 - 6.70 09/01/00 - 10/24/00 443,328,032
980,000 UBS Finance (Delaware) LLC........................ 6.19 - 6.63 09/28/00 - 12/20/00 965,494,158
---------------
4,904,558,646
---------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

14
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
PORTFOLIO OF INVESTMENTS AUGUST 31, 2000, CONTINUED

TOTAL COMMERCIAL PAPER
(COST $13,854,361,704)................................................................ 13,854,361,704
---------------

U.S. GOVERNMENT & AGENCY OBLIGATIONS (19.4%)
190,000 Federal Farm Credit Banks......................... 5.94 - 6.26 10/24/00 - 01/02/01 187,534,950
740,000 Federal Home Loan Banks........................... 5.85 - 7.02 11/13/00 - 05/02/01 727,620,358
897,000 Federal Home Loan Mortgage Corp................... 6.30 - 6.86 11/09/00 - 07/19/01 872,974,824
2,032,000 Federal National Mortgage Assoc................... 5.81 - 7.05 09/28/00 - 07/13/01 1,970,527,446
50,000 U.S. Treasury Bill................................ 5.92 12/07/00 49,245,892
---------------

TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(COST $3,807,903,470)................................................................. 3,807,903,470
---------------

CERTIFICATES OF DEPOSIT (8.8%)
150,000 Bank of America, N.A.............................. 6.72 12/28/00 150,000,000
150,000 Citibank, N.A..................................... 6.51 09/27/00 150,000,000
300,000 First Union National Bank......................... 6.70 09/27/00 - 09/29/00 300,000,000
200,000 Fleet National Bank............................... 6.73 09/06/00 200,000,000
935,000 SunTrust Bank, Atlanta............................ 6.62 - 6.77 09/12/00 - 10/30/00 935,000,000
---------------

TOTAL CERTIFICATES OF DEPOSIT
(COST $1,735,000,000)................................................................. 1,735,000,000
---------------

SHORT-TERM BANK NOTES (2.5%)
345,000 Bank of America, N.A.............................. 6.70 - 6.76 10/05/00 - 12/28/00 345,000,000
150,000 Harris Trust & Savings Bank....................... 6.57 09/22/00 150,000,000
---------------

TOTAL SHORT-TERM BANK NOTES
(COST $495,000,000)................................................................... 495,000,000
---------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

15
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
PORTFOLIO OF INVESTMENTS AUGUST 31, 2000, CONTINUED

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
--------------------------------------------------------------------------------------
<C> <S> <C> <C>
REPURCHASE AGREEMENT (0.1%)
$10,174 The Bank of New York 6.438% due 09/01/00
(dated 08/31/00; proceeds $10,175,711) (a)
(COST $10,173,892)............................. $ 10,173,892
---------------
</TABLE>

<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS
(COST $19,902,439,066) (b)............................................................. 101.4% 19,902,439,066

LIABILITIES IN EXCESS OF OTHER ASSETS.................................................. (1.4) (274,124,863)
----- ----------------

NET ASSETS............................................................................. 100.0% $ 19,628,314,203
----- ----------------
----- ----------------
</TABLE>

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

(a) Collateralized by $10,313,591 Federal National Mortgage Assoc. 7.998% due
08/01/28 valued at $10,379,325.
(b) Cost is the same for federal income tax purposes.

SEE NOTES TO FINANCIAL STATEMENTS

16
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2000

<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value
(cost $19,902,439,066)................................................................... $19,902,439,066
Cash....................................................................................... 87,922
Receivable for:
Interest............................................................................... 26,214,811
Capital stock sold..................................................................... 709,675
Prepaid expenses and other assets.......................................................... 1,019,758
---------------

TOTAL ASSETS.......................................................................... 19,930,471,232
---------------

LIABILITIES:
Payable for:
Capital stock repurchased.............................................................. 295,333,700
Investment management fee.............................................................. 4,392,491
Plan of distribution fee............................................................... 1,659,742
Accrued expenses and other payables........................................................ 771,096
---------------

TOTAL LIABILITIES..................................................................... 302,157,029
---------------

NET ASSETS............................................................................ $19,628,314,203
===============

COMPOSITION OF NET ASSETS:
Paid-in-capital............................................................................ $19,627,615,915
Accumulated undistributed net investment income............................................ 684,117
Accumulated undistributed net realized gain................................................ 14,171
---------------

NET ASSETS............................................................................ $19,628,314,203
===============

NET ASSET VALUE PER SHARE,
19,628,287,109 SHARES OUTSTANDING (25,000,000,000 SHARES AUTHORIZED OF $.01 PAR VALUE)... $1.00
===============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

17
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
FINANCIAL STATEMENTS, CONTINUED

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2000

<TABLE>
<S> <C>
NET INVESTMENT INCOME:

INTEREST INCOME............................................................................. $1,154,413,047
--------------

EXPENSES
Investment management fee................................................................... 50,128,592
Transfer agent fees and expenses............................................................ 38,115,952
Plan of distribution fee.................................................................... 18,303,135
Registration fees........................................................................... 1,370,226
Shareholder reports and notices............................................................. 840,860
Custodian fees.............................................................................. 417,952
Professional fees........................................................................... 67,899
Directors' fees and expenses................................................................ 17,812
Other....................................................................................... 125,846
--------------

TOTAL EXPENSES......................................................................... 109,388,274
--------------

NET INVESTMENT INCOME.................................................................. 1,045,024,773

NET REALIZED GAIN...................................................................... 20,571
--------------

NET INCREASE................................................................................ $1,045,045,344
==============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

18
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
FINANCIAL STATEMENTS, CONTINUED

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
AUGUST 31, 2000 AUGUST 31, 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income..................................................... $ 1,045,024,773 $ 784,350,026
Net realized gain......................................................... 20,571 64,606
--------------- ---------------

NET INCREASE......................................................... 1,045,045,344 784,414,632
--------------- ---------------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income..................................................... (1,045,027,246) (784,356,132)
Net realized gain......................................................... (6,400) (64,606)
--------------- ---------------

TOTAL DIVIDENDS AND DISTRIBUTIONS.................................... (1,045,033,646) (784,420,738)
--------------- ---------------

Net increase from capital stock transactions.............................. 1,752,849,202 2,554,105,804
--------------- ---------------

NET INCREASE......................................................... 1,752,860,900 2,554,099,698

NET ASSETS:
Beginning of period....................................................... 17,875,453,303 15,321,353,605
--------------- ---------------

END OF PERIOD
(INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $684,117 AND
$686,590, RESPECTIVELY)............................................... $19,628,314,203 $17,875,453,303
=============== ===============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

19
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2000

1. ORGANIZATION AND ACCOUNTING POLICIES

Morgan Stanley Dean Witter Liquid Asset Fund Inc. (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
objectives are high current income, preservation of capital and liquidity. The
Fund was incorporated in Maryland on September 3, 1974 and commenced operations
on September 22, 1975.

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 -- Portfolio securities are valued at amortized
cost, which approximates market value.

B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). Realized gains and
losses on security transactions are determined by the identified cost method.
Discounts are accreted and premiums are amortized over the life of the
respective securities. 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 as of the close of each business day.

2. INVESTMENT MANAGEMENT AGREEMENT

Pursuant to an Investment Management Agreement with Morgan Stanley Dean Witter
Advisors Inc. (the "Investment Manager"), the Fund pays the Investment Manager a
management fee, accrued daily and payable monthly, by applying the following
annual rates to the net assets of the Fund determined as of the close of each
business day: 0.50% to the portion of the daily net assets not exceeding $500
million; 0.425% to the portion of the daily net assets exceeding $500 million
but not exceeding $750 million; 0.375% to the portion of the daily net assets
exceeding $750 million but not exceeding $1 billion; 0.35% to the portion of the
daily net assets exceeding $1 billion but not

20
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2000, CONTINUED

exceeding $1.35 billion; 0.325% to the portion of the daily net assets exceeding
$1.35 billion but not exceeding $1.75 billion; 0.30% to the portion of the daily
net assets exceeding $1.75 billion but not exceeding $2.15 billion; 0.275% to
the portion of the daily net assets exceeding $2.15 billion but not exceeding
$2.5 billion; 0.25% to the portion of the daily net assets exceeding $2.5
billion but not exceeding $15 billion; 0.249% to the portion of the daily net
assets exceeding $15 billion but not exceeding $17.5 billion; and 0.248% to the
portion of the daily net assets exceeding $17.5 billion.

3. PLAN OF DISTRIBUTION

Morgan Stanley 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.

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 0.15% of the Fund's average
daily net assets during the month. Expenses incurred by the Distributor pursuant
to the Plan in any fiscal year will not be reimbursed by the Fund through
payments accrued in any subsequent fiscal year. For the year ended August 31,
2000, the distribution fee was accrued at the annual rate of 0.10%.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES

The cost of purchases and proceeds from sales/maturities of portfolio securities
for the year ended August 31, 2000 aggregated $88,788,086,440 and
$87,998,739,546, respectively.

Morgan Stanley Dean Witter Trust FSB, an affiliate of the Investment Manager and
Distributor, is the Fund's transfer agent. At August 31, 2000, the Fund had
transfer agent fees and expenses payable of approximately $58,400.

The Fund has an unfunded noncontributory defined benefit pension plan covering
all independent Directors of the Fund who will have served as independent
Directors for at least five years at the time of retirement. Benefits under this
plan are based on years of service and compensation during the last five years
of service. Aggregate pension costs for the year ended August 31, 2000 included
in Directors' fees and expenses in the Statement of Operations amounted to
$6,024. At August 31, 2000, the Fund had an accrued pension liability of $53,078
which is included in accrued expenses in the Statement of Assets and
Liabilities.

21
<PAGE>
MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2000, CONTINUED

5. CAPITAL STOCK

Transactions in capital stock, at $1.00 per share, were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
AUGUST 31, 2000 AUGUST 31, 1999
--------------- ---------------
<S> <C> <C>
Shares sold...................................................... 67,301,842,890 50,418,894,458
Shares issued in reinvestment of dividends and distributions..... 1,042,395,681 782,640,290
Shares issued in connection with the acquisition of Dean Witter
Retirement Series -- Liquid Asset Series........................ -- 12,732,710
--------------- ---------------
68,344,238,571 51,214,267,458
Shares repurchased............................................... (66,591,389,369) (48,660,161,654)
--------------- ---------------
Net increase..................................................... 1,752,849,202 2,554,105,804
=============== ===============
</TABLE>

6. ACQUISITION OF DEAN WITTER RETIREMENT SERIES -- LIQUID ASSET SERIES

As of the close of business on September 11, 1998, the Fund acquired all the net
assets of Dean Witter Retirement Series -- Liquid Asset Series ("Retirement
Liquid Asset") pursuant to a plan of reorganization approved by the shareholders
of Retirement Liquid Asset on August 19, 1998. The acquisition was accomplished
by a tax-free exchange of 12,732,710 shares of the Fund at a net asset value of
$1.00 per share for 12,732,710 shares of Retirement Liquid Asset. The net assets
of the Fund and Retirement Liquid Asset immediately before the acquisition were
$15,729,214,021 and $12,732,710, respectively. Immediately after the
acquisition, the combined net assets of the Fund amounted to $15,741,946,731.

22
<PAGE>

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
OF MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.:

We have audited the accompanying statement of assets and liabilities of Morgan
Stanley Dean Witter Liquid Asset Fund Inc. (the "Fund"), including the portfolio
of investments, as of August 31, 2000, and the related statements of operations
and changes in net assets, and the financial highlights for the year then ended.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit. The statement
of changes in net assets for the year ended August 31, 1999 and the financial
highlights for each of the years in the four-year period ended August 31, 1999
were audited by other independent accountants whose report, dated October 7,
1999, expressed an unqualified opinion on that statement and financial
highlights.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. Our procedures included confirmation of securities owned as of
August 31, 2000, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Morgan
Stanley Dean Witter Liquid Asset Fund Inc. as of August 31, 2000, the results of
its operations, the changes in its net assets, and the financial highlights for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.

Deloitte & Touche LLP
NEW YORK, NEW YORK
OCTOBER 6, 2000

2000 FEDERAL TAX NOTICE (UNAUDITED)

Of the Fund's ordinary income dividends paid during the fiscal
year ended
August 31, 2000, 5.13% was attributable to qualifying Federal
obligations. Please consult your tax advisor to determine if any
portion of the dividends you received is exempt from state income
tax.

23
<PAGE>

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
CHANGE IN INDEPENDENT ACCOUNTANTS

On July 1, 2000 PricewaterhouseCoopers LLP resigned as independent accountants
of the Fund.

The reports of PricewaterhouseCoopers LLP on the financial statements of the
Fund for the past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle.

In connection with its audits for the two most recent fiscal years and through
July 1, 2000, there have been no disagreements with PricewaterhouseCoopers LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the financial statements for such years.

The Fund, with the approval of its Board of Directors and its Audit Committee,
engaged Deloitte & Touche LLP as its new independent accountants as of July 1,
2000.

24
<PAGE>
MORGAN STANLEY DEAN WITTER
FAMILY OF FUNDS

The Morgan Stanley Dean Witter Family of Funds offers
investors a wide range of investment choices. Come on
in and meet the family!
--------------------------------------------------------------------------------
GROWTH FUNDS
---------------------------------
Aggressive Equity Fund
American Opportunities Fund
Capital Growth Securities
Developing Growth Securities
Growth Fund
Market Leader Trust
Mid-Cap Equity Trust

New Discoveries Fund

Next Generation Trust
Small Cap Growth Fund
Special Value Fund

Tax-Managed Growth Fund

21st Century Trend Fund

THEME FUNDS
Financial Services Trust
Health Sciences Trust
Information Fund
Natural Resource Development Securities

Technology Fund

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

GROWTH & INCOME FUNDS

---------------------------------
Balanced Growth Fund
Balanced Income Fund
Convertible Securities Trust
Dividend Growth Securities
Equity Fund
Fund of Funds - Domestic Portfolio
Income Builder Fund

S&P 500 Index Fund

S&P 500 Select Fund
Strategist Fund
Total Market Index Fund
Total Return Trust
Value Fund
Value-Added Market Series/Equity Portfolio

THEME FUNDS

Real Estate Fund

Utilities Fund

GLOBAL FUNDS
Global Dividend Growth Securities

Global Utilities Fund

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

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

DIVERSIFIED INCOME FUNDS
Diversified Income Trust

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

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

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

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

TAX-FREE MONEY MARKET FUNDS
California Tax-Free Daily Income Trust (MM)

New York Municipal Money Market Trust (MM)

Tax-Free Daily Income Trust (MM)

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

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

PROSPECTUS - OCTOBER 23, 2000

Additional information about the Fund's investments is available in the Fund's
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS (the current annual report is
included in this PROSPECTUS). 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.msdwadvice.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 (202) 942-8090. Reports and
other information about the Fund are available on the EDGAR Database on the
SEC's Internet site (www.sec.gov) and copies of this information may be
obtained, after paying a duplicating fee, by electronic request at the following
E-mail address:
[email protected], or by writing the Public Reference Section of the SEC,
Washington, DC 20549-0102.

TICKER SYMBOL: DWLXX

Morgan Stanley Dean Witter
LIQUID ASSET FUND

[BACK COVER PHOTO]

A MONEY MARKET FUND THAT
SEEKS TO PROVIDE HIGH
CURRENT INCOME, PRESERVATION
OF CAPITAL AND LIQUIDITY

(THE FUND'S INVESTMENT COMPANY ACT FILE NO. IS 811-2575)
<PAGE>

<TABLE>
<S> <C>
STATEMENT OF ADDITIONAL INFORMATION MORGAN STANLEY
OCTOBER 23, 2000 DEAN WITTER
LIQUID ASSET
FUND INC.
</TABLE>

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

This STATEMENT OF ADDITIONAL INFORMATION is not a PROSPECTUS. The PROSPECTUS
(dated October 23, 2000) for the Morgan Stanley Dean Witter Liquid Asset Fund
Inc. may be obtained without charge from the Fund at its address or telephone
number listed below or from Dean Witter Reynolds at any of its branch offices.

Morgan Stanley Dean Witter
Liquid Asset Fund Inc.
Two World Trade Center
New York, New York 10048
(800) 869-NEWS
<PAGE>
TABLE OF CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S> <C>
I. Fund History............................................. 4

II. Description of the Fund and Its Investments and Risks... 4

A. Classification......................................... 4

B. Investment Strategies and Risks........................ 4

C. Fund Policies/Investment Restrictions.................. 6

III. Management of the Fund................................. 7

A. Board of Directors..................................... 7

B. Management Information................................. 7

C. Compensation........................................... 12

IV. Control Persons and Principal Holders of Securities..... 14

V. Investment Management and Other Services................. 14

A. Investment Manager..................................... 14

B. Principal Underwriter.................................. 15

C. Services Provided by the Investment Manager............ 15

D. Rule 12b-1 Plan........................................ 16

E. Other Service Providers................................ 18

F. Codes of Ethics........................................ 18

VI. Brokerage Allocation and Other Practices................ 18

A. Brokerage Transactions................................. 18

B. Commissions............................................ 19

C. Brokerage Selection.................................... 19

D. Directed Brokerage..................................... 20

E. Regular Broker-Dealers................................. 20

VII. Capital Stock and Other Securities..................... 20

VIII. Purchase, Redemption and Pricing of Shares............ 21

A. Purchase/Redemption of Shares.......................... 21

B. Offering Price......................................... 21

IX. Taxation of the Fund and Shareholders................... 23

X. Underwriters............................................. 24

XI. Calculation of Performance Data......................... 24

XII. Financial Statements................................... 25
</TABLE>

2
<PAGE>
GLOSSARY OF SELECTED DEFINED TERMS
--------------------------------------------------------------------------------

The terms defined in this glossary are frequently used in this STATEMENT OF
ADDITIONAL INFORMATION (other terms used occasionally are defined in the text of
the document).

"CUSTODIAN"--The Bank of New York.

"DEAN WITTER REYNOLDS"--Dean Witter Reynolds Inc., a wholly-owned broker-dealer
subsidiary of MSDW.

"DIRECTORS"--The Board of Directors of the Fund.

"DISTRIBUTOR"--Morgan Stanley Dean Witter Distributors Inc., a wholly-owned
broker-dealer subsidiary of MSDW.

"FINANCIAL ADVISORS"--Morgan Stanley Dean Witter authorized financial services
representatives.

"FUND"--Morgan Stanley Dean Witter Liquid Asset Fund Inc., a registered open-end
investment company.

"INDEPENDENT DIRECTORS"--Directors who are not "interested persons" (as defined
by the Investment Company Act) of the Fund.

"INVESTMENT MANAGER"--Morgan Stanley Dean Witter Advisors Inc., a wholly-owned
investment advisor subsidiary of MSDW.

"MORGAN STANLEY & CO."--Morgan Stanley & Co. Incorporated, a wholly-owned
broker-dealer subsidiary of MSDW.

"MORGAN STANLEY DEAN WITTER FUNDS"--Registered investment companies (i) for
which the Investment Manager serves as the investment advisor and (ii) that hold
themselves out to investors as related companies for investment and investor
services.

"MSDW"--Morgan Stanley Dean Witter & Co., a preeminent global financial services
firm.

"MSDW SERVICES COMPANY"--Morgan Stanley Dean Witter Services Company Inc., a
wholly-owned fund services subsidiary of the Investment Manager.

"TRANSFER AGENT"--Morgan Stanley Dean Witter Trust FSB, a wholly-owned transfer
agent subsidiary of MSDW.

3
<PAGE>
I. FUND HISTORY
--------------------------------------------------------------------------------

The Fund was incorporated under Maryland law on September 3, 1974, under the
name Standard & Poor's/InterCapital Cash Management Fund, Inc. Its name was
changed to Standard & Poor's/InterCapital Liquid Asset Fund, Inc. on May 13,
1975. The Fund's name was subsequently changed to InterCapital Liquid Asset Fund
Inc. on September 1, 1977, to Dean Witter/Sears Liquid Asset Fund Inc. on March
21, 1983, and to Dean Witter Liquid Asset Fund Inc. on June 30, 1993. Effective
June 22, 1998, the Fund's name was changed to Morgan Stanley Dean Witter Liquid
Asset Fund Inc.

II. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS
--------------------------------------------------------------------------------

A. CLASSIFICATION

The Fund is an open-end, diversified management investment company whose
investment objectives are high current income, preservation of capital and
liquidity.

B. INVESTMENT STRATEGIES AND RISKS

The following discussion of the Fund's investment strategies and risks
should be read with the sections of the Fund's PROSPECTUS titled "Principal
Investment Strategies" and "Principal Risks."

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

While repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Fund follows procedures designed to minimize
such risks. These procedures include effecting repurchase transactions only with
large, well capitalized and well established financial institutions, whose
financial condition will be continuously monitored. In addition, the value of
the collateral underlying the repurchase agreement will always be at least equal
to the resale price which consists of the acquisition price paid to the seller
of the securities plus the accrued resale premium which is defined as the amount
specified in the repurchase agreement or the daily amortization of the
difference between the acquisition price and the resale price specified in the
repurchase agreement. Such collateral will consist entirely of securities that
are direct obligations of, or that are fully guaranteed as to principal and
interest by, the United States or any agency thereof, and/or certificates of
deposit, bankers' acceptances which are eligible for acceptance by a Federal
Reserve Bank, and, if the seller is a bank, mortgage related securities (as such
term is defined in section 3(a)(41) of the Securities Exchange Act of 1934 that,
at the time the repurchase agreement is entered into, are rated in the highest
rating category by the Requisite NRSROs (as defined under Rule 2a-7 of the
Investment Company Act of 1940). Additionally, upon an Event of Insolvency (as
defined under Rule 2a-7) with respect to the seller, the collateral must qualify
the repurchase agreement for preferential treatment under a provision of
applicable insolvency law providing an exclusion from any automatic stay of
creditors' rights against the seller. In the event of a default or bankruptcy by
a selling financial institution, the Fund will seek to liquidate such
collateral. However, the exercising of the Fund's right to liquidate such
collateral could involve certain costs or delays and, to the extent that
proceeds from any sale upon a default of the obligation to repurchase were less
than the repurchase price, the Fund could suffer a loss. The Fund's investments
in repurchase agreements may at times be substantial when, in the view of the
Fund's investment manager, liquidity or other considerations warrant.

4
<PAGE>
VARIABLE RATE AND FLOATING RATE OBLIGATIONS. The Fund may invest in
variable rate and floating rate obligations. The interest rate payable on a
variable rate obligation is adjusted at predesignated periodic intervals and, on
a floating rate obligation, whenever there is a change in the market rate of
interest on which the interest rate payable is based. Other features may include
the right whereby the Fund may demand prepayment of the principal amount of the
obligation prior to its stated maturity (a "demand feature") and the right of
the issuer to prepay the principal amount prior to maturity. The principal
benefit of a variable rate obligation is that the interest rate adjustment
minimizes changes in the market value of the obligation. As a result, the
purchase of variable rate and floating rate obligations should enhance the
ability of the Fund to maintain a stable net asset value per share and to sell
obligations prior to maturity at a price that is approximately the full
principal amount of the obligations. The principal benefit to the Fund of
purchasing obligations with a demand feature is that liquidity, and the ability
of the Fund to obtain repayment of the full principal amount of an obligation
prior to maturity, is enhanced. The payment of principal and interest by issuers
of certain obligations purchased by the Fund may be guaranteed by letters of
credit or other credit facilities offered by banks or other financial
institutions. Such guarantees will be considered in determining whether an
obligation meets the Fund's investment quality requirements.

REVERSE REPURCHASE AGREEMENTS. The Fund may also use reverse repurchase
agreements as part of its investment strategy. Reverse repurchase agreements
involve sales by the Fund of portfolio assets concurrently with an agreement by
the Fund to repurchase the same assets at a later date at a fixed price.
Generally, the effect of such a transaction is that the Fund can recover all or
most of the cash invested in the portfolio securities involved during the term
of the reverse repurchase agreement, while it will be able to keep the interest
income associated with those portfolio securities. Such transactions are only
advantageous if the interest cost to the Fund of the reverse repurchase
transaction is less than the cost of obtaining the cash otherwise. Opportunities
to achieve this advantage may not always be available, and the Fund intends to
use the reverse repurchase technique only when it will be to its advantage to do
so. The Fund will establish a segregated account with its custodian bank in
which it will maintain cash or cash equivalents or other portfolio securities
equal in value to its obligations in respect of reverse repurchase agreements.
Reverse repurchase agreements are considered borrowings by the Fund and for
purposes other than meeting redemptions may not exceed 5% of the Fund's total
assets.

PRIVATE PLACEMENTS. The Fund may invest in commercial paper issued in
reliance on the so-called "private placement" exemption afforded by
Section 4(2) of the Securities Act of 1933 ("Securities Act") and which may be
sold to other institutional investors pursuant to Rule 144A under the Securities
Act. Rule 144A permits the Fund to sell restricted securities to qualified
institutional buyers without limitation. The Investment Manager, pursuant to
procedures adopted by the Directors, will make a determination as to the
liquidity of each restricted security purchased by the Fund. If a restricted
security is determined to be "liquid," the security will not be included within
the category "illiquid securities," which is limited by the Fund's investment
restrictions to 10% of the Fund's total assets.

LENDING PORTFOLIO SECURITIES. The Fund may lend its portfolio securities to
brokers, dealers and other financial institutions, provided that the loans are
callable at any time by the Fund, and are at all times secured by cash or cash
equivalents, which are maintained in a segregated account pursuant to applicable
regulations and that are equal to at least 100% of the market value, determined
daily, of the loaned securities. The advantage of these loans is that the Fund
continues to receive the income on the loaned securities while at the same time
earning interest on the cash amounts deposited as collateral, which will be
invested in short-term obligations. The Fund will not lend more than 10% of the
value of its total assets.

As with any extensions of credit, there are risks of delay in recovery and,
in some cases, even loss of rights in the collateral should the borrower of the
securities fail financially. However, these loans of portfolio securities will
only be made to firms deemed by the Fund's management to be creditworthy and
when the income which can be earned from such loans justifies the attendant
risks. Upon termination of the loan, the borrower is required to return the
securities to the Fund. Any gain or loss in the market price during the loan
period would inure to the Fund.

5
<PAGE>

When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loaned securities, to
be delivered within one day after notice, to permit the exercise of the rights
if the matters involved would have a material effect on the Fund's investment in
the loaned securities. The Fund will pay reasonable finder's, administrative and
custodial fees in connection with a loan of its securities.

C. FUND POLICIES/INVESTMENT RESTRICTIONS

The investment objectives, policies and restrictions listed below have been
adopted by the Fund as fundamental policies. Under the Investment Company Act of
1940, as amended, (the "Investment Company Act"), a fundamental policy may not
be changed without the vote of a majority of the outstanding voting securities
of the Fund. The Investment Company Act defines a majority as the lesser of (a)
67% or more of the shares present at a meeting of shareholders, if the holders
of 50% of the outstanding shares of the Fund are present or represented by
proxy; or (b) more than 50% of the outstanding shares of the Fund. For purposes
of the following restrictions: (i) all percentage limitations apply immediately
after a purchase or initial investment; and (ii) any subsequent change in any
applicable percentage resulting from market fluctuations or other changes in
total or net assets does not require elimination of any security from the
portfolio.

The Fund will:

1. Seek to provide high current income, preservation of capital and
liquidity.

The Fund may not:

1. Borrow money, except from banks for temporary or emergency purposes
or to meet redemption requests which might otherwise require the untimely
disposition of securities, and not for investment or leveraging, provided
that borrowing in the aggregate may not exceed 10% of the value of the
Fund's total assets (including the amount borrowed) at the time of such
borrowing; or mortgage, pledge or hypothecate any assets except in
connection with any such borrowing and in amounts not in excess of 10% of
the value of the Fund's total assets at the time of such borrowing.

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

3. With respect to 75% of its total assets, purchase any securities,
other than obligations of the U.S. government, or its agencies or
instrumentalities, if, immediately after such purchase, more than 5% of the
value of the Fund's total assets would be invested in securities of any one
issuer. (However, as a non-fundamental policy, the Fund will not invest more
than 10% of its total assets in the securities of any one issuer.

4. Purchase any securities, other than obligations of the U.S.
government, or its agencies or instrumentalities, if, immediately after such
purchase, more than 10% of the outstanding securities of one issuer would be
owned by the Fund (for this purpose all indebtedness of an issuer shall be
deemed a single class of security).

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

6. Invest more than 10% of its total assets in illiquid securities,
including repurchase agreements which have a maturity of longer than seven
days. For purposes of this restriction, securities eligible for sale
pursuant to Rule 144A under the Securities Act are not considered illiquid
if they are determined to be liquid under procedures adopted by the Fund's
Board of Directors.

7. Purchase any common stocks or other equity securities.

6
<PAGE>
8. Make loans to others, except through the purchase of the permitted
debt obligations and repurchase agreements; and loans of portfolio
securities in excess of 10% of the value of the Fund's total assets, made in
accordance with guidelines established by the Fund's Board of Directors,
including maintaining collateral from the borrower equal at all times to the
current market value of the securities loaned.

9. Purchase or sell real estate; however, the Fund may purchase
marketable securities issued by companies which invest in real estate or
interests therein.

10. Purchase securities on margin or sell short.

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

12. Underwrite securities of other issuers.

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

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

15. Purchase the securities of any other investment company.

16. Purchase securities of any issuer for the purpose of exercising
control or management.

17. Purchase or retain the securities of any issuer if any officer or
director of the Fund is an officer or director of such issuer and owns
beneficially more than 1/2 of 1% of the securities of such issuer and all of
the officers and directors of the Fund and its Investment Manager together
own more than 5% of the securities of such issuer.

Notwithstanding any other investment policy or restriction, the Fund may
seek to achieve its investment objectives by investing all or substantially all
of its assets in another investment company having substantially the same
investment objectives and policies as the Fund.

III. MANAGEMENT OF THE FUND
--------------------------------------------------------------------------------

A. BOARD OF DIRECTORS

The Board of Directors of the Fund oversees the management of the Fund but
does not itself manage the Fund. The Directors review various services provided
by or under the direction of the Investment Manager to ensure that the Fund's
general investment policies and programs are properly carried out. The Directors
also conduct their review to ensure that administrative services are provided to
the Fund in a satisfactory manner.

Under state law, the duties of the Directors are generally characterized as
a duty of loyalty and a duty of care. The duty of loyalty requires a Director to
exercise his or her powers in the interest of the Fund and not the Director's
own interest or the interest of another person or organization. A Director
satisfies his or her duty of care by acting in good faith with the care of an
ordinarily prudent person and in a manner the Director reasonably believes to be
in the best interest of the Fund and its shareholders.

B. MANAGEMENT INFORMATION

DIRECTORS AND OFFICERS. The Board of the Fund consists of nine (9)
Directors. These same individuals also serve as directors or trustees for all of
the Morgan Stanley Dean Witter Funds. Six Directors (67% of the total number)
have no affiliation or business connection with the Investment Manager or any of
its affiliated persons and do not own any stock or other securities issued by
the Investment Manager's parent company, MSDW. These are the "non-interested" or
"independent" Directors. The other three Directors (the "management Directors")
are affiliated with the Investment Manager.

7
<PAGE>

The Directors and executive officers of the Fund, their principal business
occupations during the last five years and their affiliations, if any, with the
Investment Manager, and with the Morgan Stanley Dean Witter Funds (there were 93
such Funds as of the calendar year ended December 31, 1999), are shown below.

<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
--------------------------------------------- -----------------------------------------------
<S> <C>
Michael Bozic (59) .......................... Vice Chairman of Kmart Corporation (since
Director December 1998); Director or Trustee of the
c/o Mayer, Brown & Platt Morgan Stanley Dean Witter Funds; formerly,
Counsel to the Independent Directors Chairman and Chief Executive Officer of Levitz
1675 Broadway Furniture Corporation (November 1995-November
New York, New York 1998) and President and Chief Executive Officer
of Hills Department Stores (May 1991-July
1995); formerly variously Chairman, Chief
Executive Officer, President and Chief
Operating Officer (1987-1991) of the Sears
Merchandise Group of Sears, Roebuck and Co.;
Director of Weirton Steel Corporation.

Charles A. Fiumefreddo* (67) ................ Chairman, Director or Trustee and Chief
Chairman of the Board, Executive Officer of the Morgan Stanley Dean
Chief Executive Officer and Director Witter Funds; formerly Chairman, Chief
Two World Trade Center Executive Officer and Director of the
New York, New York Investment Manager, the Distributor and MSDW
Services Company; Executive Vice President and
Director of Dean Witter Reynolds; Chairman and
Director of the Transfer Agent; formerly
Director and/or officer of various MSDW
subsidiaries (until June 1998).

Edwin J. Garn (68) .......................... Director or Trustee of the Morgan Stanley Dean
Director Witter Funds; formerly United States
c/o Summit Ventures LLC Senator (R-Utah) (1974-1992) and Chairman,
1 Utah Center Senate Banking Committee (1980-1986); formerly
201 S. Main Street Mayor of Salt Lake City, Utah (1971-1974);
Salt Lake City, Utah formerly Astronaut, Space Shuttle Discovery
(April 12-19, 1985); Vice Chairman, Huntsman
Corporation (chemical company); Director of
Franklin Covey (time management systems), BMW
Bank of North America, Inc. (industrial loan
corporation), United Space Alliance (joint
venture between Lockheed Martin and the Boeing
Company) and Nuskin Asia Pacific (multilevel
marketing); member of the Utah Regional
Advisory Board of Pacific Corp.; member of the
board of various civic and charitable
organizations.
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
--------------------------------------------- -----------------------------------------------
<S> <C>
Wayne E. Hedien (66) ........................ Retired; Director or Trustee of the Morgan
Director Stanley Dean Witter Funds; Director of The PMI
c/o Mayer, Brown & Platt Group, Inc. (private mortgage insurance);
Counsel to the Independent Directors Trustee and Vice Chairman of The Field Museum
1675 Broadway of Natural History; formerly associated with
New York, New York the Allstate Companies (1966-1994), most
recently as Chairman of The Allstate
Corporation (March 1993-December 1994) and
Chairman and Chief Executive Officer of its
wholly-owned subsidiary, Allstate Insurance
Company (July 1989-December 1994); director of
various other business and charitable
organizations.

James F. Higgins* (52) ...................... Chairman of the Private Client Group of MSDW
Director (since August 2000); Director of the Transfer
Two World Trade Center Agent and Dean Witter Realty Inc.; Director or
New York, New York Trustee of the Morgan Stanley Dean Witter Funds
(since June 2000); previously President and
Chief Operating Officer of the Private Client
Group of MSDW (May 1999-August 2000), President
and Chief Operating Officer of Individual
Securities of MSDW (February 1997-May 1999),
President and Chief Operating Officer of Dean
Witter Securities of MSDW (1995-February 1997),
and President and Chief Operating Officer of
Dean Witter Financial (1989-1995) and Director
(1985-1997) of Dean Witter Reynolds.

Dr. Manuel H. Johnson (51) .................. Senior Partner, Johnson Smick International,
Director Inc., a consulting firm; Co-Chairman and a
c/o Johnson Smick International, Inc. founder of the Group of Seven Council (G7C), an
1133 Connecticut Avenue, N.W. international economic commission; Chairman of
Washington, D.C. the Audit Committee and Director or Trustee of
the Morgan Stanley Dean Witter Funds; Director
of Greenwich Capital Markets, Inc.
(broker-dealer), Independence Standards Board
(private sector organization governing
independence of auditors) and NVR, Inc. (home
construction); Chairman and Trustee of the
Financial Accounting Foundation (oversight
organization of the Financial Accounting
Standards Board); formerly Vice Chairman of the
Board of Governors of the Federal Reserve
System and Assistant Secretary of the U.S.
Treasury.

Michael E. Nugent (64) ...................... General Partner, Triumph Capital, L.P., a
Director private investment partnership; Chairman of the
c/o Triumph Capital, L.P. Insurance Committee and Director or Trustee of
237 Park Avenue the Morgan Stanley Dean Witter Funds; formerly
New York, New York Vice President, Bankers Trust Company and BT
Capital Corporation (1984-1988); director of
various business organizations.
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
--------------------------------------------- -----------------------------------------------
<S> <C>
Philip J. Purcell* (57) ..................... Chairman of the Board of Directors and Chief
Director Executive Officer of MSDW, Dean Witter Reynolds
1585 Broadway and Novus Credit Services Inc.; Director of the
New York, New York Distributor; Director or Trustee of the Morgan
Stanley Dean Witter Funds; Director of American
Airlines, Inc. and its parent company, AMR
Corporation; Director and/ or officer of
various MSDW subsidiaries.

John L. Schroeder (70) ...................... Retired; Chairman of the Derivatives Committee
Director and Director or Trustee of the Morgan Stanley
c/o Mayer, Brown & Platt Dean Witter Funds; Director of Citizens
Counsel to the Independent Directors Communications Company (telecommunications
1675 Broadway company); formerly Executive Vice President and
New York, New York Chief Investment Officer of the Home Insurance
Company (August 1991-September 1995).

Mitchell M. Merin (47) ...................... President and Chief Operating Officer of Asset
President Management of MSDW (since December 1998);
Two World Trade Center President and Director (since April 1997) and
New York, New York Chief Executive Officer (since June 1998) of
the Investment Manager and MSDW Services
Company; Chairman, Chief Executive Officer and
Director of the Distributor (since June 1998);
Chairman and Chief Executive Officer (since
June 1998) and Director (since January 1998) of
the Transfer Agent; Director of various MSDW
subsidiaries; President of the Morgan Stanley
Dean Witter Funds (since May 1999); Trustee of
various Van Kampen investment companies (since
December 1999); previously Chief Strategic
Officer of the Investment Manager and MSDW
Services Company and Executive Vice President
of the Distributor (April 1997-June 1998), Vice
President of the Morgan Stanley Dean Witter
Funds (May 1997-April 1999), and Executive Vice
President of Dean Witter, Discover & Co.

Barry Fink (45) ............................. General Counsel of Asset Management of MSDW
Vice President, Secretary and General Counsel (since May 2000); Executive Vice President
Two World Trade Center (since December 1999) and Secretary and General
New York, New York Counsel (since February 1997) and Director
(since July 1998) of the Investment Manager and
MSDW Services Company; Vice President,
Secretary and General Counsel of the Morgan
Stanley Dean Witter Funds (since February
1997); Vice President and Secretary of the
Distributor; previously Senior Vice President
(March 1997-December 1999), First Vice
President, Assistant Secretary and Assistant
General Counsel of the Investment Manager and
MSDW Services Company.
</TABLE>

10
<PAGE>

Thomas F. Caloia (54) ....................... First Vice President and Assistant Treasurer of
Treasurer the Investment Manager, the Distributor and
Two World Trade Center MSDW Services Company; Treasurer of the Morgan
New York, New York Stanley Dean Witter Funds.
</TABLE>

------------------------
*Denotes Directors who are "interested persons" of the Fund as defined by the
Investment Company Act.

In addition, RONALD E. ROBISON, Executive Vice President, Chief
Administrative Officer and Director of the Investment Manager and MSDW Services
Company, ROBERT S. GIAMBRONE, Senior Vice President of the Investment Manager,
MSDW Services Company, the Distributor and the Transfer Agent and Director of
the Transfer Agent, JOSEPH J. MCALINDEN, Executive Vice President and Chief
Investment Officer of the Investment Manager and Director of the Transfer Agent,
PETER M. AVELAR, Senior Vice President and Director of the High Yield Group of
the Investment Manager, and JAMES F. WILLISON, Senior Vice President and
Director of the Tax-Exempt Fixed Income Group of the Investment Manager, are
Vice Presidents of the Fund.

In addition, MARILYN K. CRANNEY, TODD LEBO, LOU ANNE D. MCINNIS, CARSTEN
OTTO and RUTH ROSSI, First Vice Presidents and Assistant General Counsels of the
Investment Manager and MSDW Services Company, and NATASHA KASSIAN, Assistant
Vice President and Assistant General Counsel of the Investment Manager and MSDW
Services Company, are Assistant Secretaries of the Fund.

INDEPENDENT DIRECTORS/TRUSTEES AND THE COMMITTEES. Law and regulation
establish both general guidelines and specific duties for the independent
directors/trustees. The Morgan Stanley Dean Witter Funds seek as independent
directors/trustees individuals of distinction and experience in business and
finance, government service or academia; these are people whose advice and
counsel are in demand by others and for whom there is often competition. To
accept a position on the Funds' boards, such individuals may reject other
attractive assignments because the Funds make substantial demands on their time.
All of the independent directors/trustees serve as members of the Audit
Committee. In addition, three of the directors/trustees, including two
independent directors/trustees, serve as members of the Derivatives Committee
and the Insurance Committee.

The independent directors/trustees are charged with recommending to the full
board approval of management, advisory and administration contracts, Rule 12b-1
plans and distribution and underwriting agreements; continually reviewing Fund
performance; checking on the pricing of portfolio securities, brokerage
commissions, transfer agent costs and performance, and trading among Funds in
the same complex; and approving fidelity bond and related insurance coverage and
allocations, as well as other matters that arise from time to time. The
independent directors/trustees are required to select and nominate individuals
to fill any independent director/trustee vacancy on the board of any Fund that
has a Rule 12b-1 plan of distribution. Most of the Morgan Stanley Dean Witter
Funds have a Rule 12b-1 plan.

The Audit Committee is charged with recommending to the full board the
engagement or discharge of the Fund's independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of the services; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
board.

11
<PAGE>

The board of each Fund has a Derivatives Committee to approve parameters for
and monitor the activities of the Fund with respect to derivative investments,
if any, made by the Fund.

Finally, the board of each Fund has formed an Insurance Committee to review
and monitor the insurance coverage maintained by the Fund.

ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT DIRECTORS/TRUSTEES FOR
ALL MORGAN STANLEY DEAN WITTER FUNDS. The independent directors/trustees and
the Funds' management believe that having the same independent
directors/trustees for each of the Morgan Stanley Dean Witter Funds avoids the
duplication of effort that would arise from having different groups of
individuals serving as independent directors/trustees for each of the Funds or
even of sub-groups of Funds. They believe that having the same individuals serve
as independent directors/trustees of all the Funds tends to increase their
knowledge and expertise regarding matters which affect the Fund complex
generally and enhances their ability to negotiate on behalf of each Fund with
the Fund's service providers. This arrangement also precludes the possibility of
separate groups of independent directors/trustees arriving at conflicting
decisions regarding operations and management of the Funds and avoids the cost
and confusion that would likely ensue. Finally, having the same independent
directors/trustees serve on all Fund boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of independent
directors/trustees, of the caliber, experience and business acumen of the
individuals who serve as independent directors/trustees of the Morgan Stanley
Dean Witter Funds.

DIRECTOR AND OFFICER INDEMNIFICATION. The Fund's By-Laws provides that no
Director, officer, employee or agent of the Fund is liable to the Fund or to a
shareholder, nor is any Director, officer, employee or agent liable to any third
persons in connection with the affairs of the Fund, except as such liability may
arise from his/her or its own bad faith, willful misfeasance, gross negligence
or reckless disregard of his/her or its duties. It also provides that all third
persons shall look solely to the Fund property for satisfaction of claims
arising in connection with the affairs of the Fund. With the exceptions stated,
the By-Laws provides that a Director, officer, employee or agent is entitled to
be indemnified against all liability in connection with the affairs of the Fund.

C. COMPENSATION

The Fund pays each Independent Director an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Directors, the Independent
Directors or Committees of the Board of Directors attended by the Director (the
Fund pays the Chairman of the Audit Committee an additional annual fee of $750,
and the Chairmen of the Derivatives and Insurance Committees additional annual
fees of $500). If a Board meeting and a meeting of the Independent Directors or
a Committee meeting, or a meeting of the Independent Directors and/or more than
one Committee meeting, take place on a single day, the Directors are paid a
single meeting fee by the Fund. The Fund also reimburses such Directors for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Directors and officers of the Fund who are or have been
employed by the Investment Manager or an affiliated company receive no
compensation or expense reimbursement from the Fund for their services as
Director.

The following table illustrates the compensation that the Fund paid to its
Independent Directors for the fiscal year ended August 31, 2000.

FUND COMPENSATION

<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT DIRECTOR FROM THE FUND
---------------------------- -------------
<S> <C>
Michael Bozic............................................... $1,550
Edwin J. Garn............................................... 1,600
Wayne E. Hedien............................................. 1,600
Dr. Manuel H. Johnson....................................... 2,350
Michael E. Nugent........................................... 2,100
John L. Schroeder........................................... 2,050
</TABLE>

12
<PAGE>

The following table illustrates the compensation paid to the Fund's
Independent Directors for the calendar year ended December 31, 1999 for services
to the 93 Morgan Stanley Dean Witter Funds that were in operation at December
31, 1999.

CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS

<TABLE>
<CAPTION>
TOTAL CASH
COMPENSATION
FOR SERVICES TO
93 MORGAN
STANLEY
NAME OF DEAN WITTER
INDEPENDENT DIRECTOR FUNDS
-------------------- ---------------
<S> <C>
Michael Bozic............................................... $134,600
Edwin J. Garn............................................... 138,700
Wayne E. Hedien............................................. 138,700
Dr. Manuel H. Johnson....................................... 208,638
Michael E. Nugent........................................... 193,324
John L. Schroeder........................................... 193,324
</TABLE>

As of the date of this STATEMENT OF ADDITIONAL INFORMATION, 55 of the Morgan
Stanley Dean Witter Funds, including the Fund, have adopted a retirement program
under which an independent director/ trustee who retires after serving for at
least five years (or such lesser period as may be determined by the Board) as an
independent director/trustee of any Morgan Stanley Dean Witter Fund that has
adopted the retirement program (each such Fund referred to as an "Adopting Fund"
and each such director/trustee referred to as an "Eligible Director") is
entitled to retirement payments upon reaching the eligible retirement age
(normally, after attaining age 72). Annual payments are based upon length of
service.

Currently, upon retirement, each Eligible Director is entitled to receive
from the Adopting Fund, commencing as of his or her retirement date and
continuing for the remainder of his or her life, an annual retirement benefit
(the "Regular Benefit") equal to 30.22% of his or her Eligible Compensation plus
0.5036667% of such Eligible Compensation for each full month of service as an
independent director/ trustee of any Adopting Fund in excess of five years up to
a maximum of 60.44% after ten years of service. The foregoing percentages may be
changed by the Board.(1) "Eligible Compensation" is one-fifth of the total
compensation earned by such Eligible Director for service to the Adopting Fund
in the five year period prior to the date of the Eligible Director's retirement.
Benefits under the retirement program are accrued as expenses on the books of
the Adopting Funds. Such benefits are not secured or funded by the Adopting
Funds.

The following table illustrates the retirement benefits accrued to the
Fund's Independent Directors by the Fund for the fiscal year ended August 31,
2000 and by the 55 Morgan Stanley Dean Witter Funds (including the Fund) for the
year ended December 31, 1999, and the estimated retirement benefits for the
Independent Trustees, to commence upon their retirement, from the Fund as of
August 31, 2000 and from the 55 Morgan Stanley Dean Witter Funds as of December
31, 1999.

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

(1) An Eligible Director may elect alternative payments of his or her
retirement benefits based upon the combined life expectancy of the Eligible
Director and his or her spouse on the date of such Eligible Director's
retirement. In addition, the Eligible Director may elect that the surviving
spouse's periodic payment of benefits will be equal to a lower percentage
of the periodic amount when both spouses were alive. The amount estimated
to be payable under this method, through the remainder of the later of the
lives of the Eligible Director and spouse, will be the actuarial equivalent
of the Regular Benefit.

13
<PAGE>
RETIREMENT BENEFITS FROM THE FUND AND ALL MORGAN STANLEY DEAN WITTER FUNDS

<TABLE>
<CAPTION>
FOR ALL ADOPTING FUNDS
----------------------------- ESTIMATED ANNUAL
ESTIMATED RETIREMENT BENEFITS BENEFITS
CREDITED ACCRUED AS EXPENSES UPON RETIREMENT(2)
YEARS ESTIMATED --------------------- -------------------
OF SERVICE AT PERCENTAGE OF BY ALL FROM FROM ALL
RETIREMENT ELIGIBLE BY THE ADOPTING THE ADOPTING
NAME OF INDEPENDENT DIRECTOR (MAXIMUM 10) COMPENSATION FUND FUNDS FUND FUNDS
---------------------------- ------------- ------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael Bozic.............. 10 60.44% $ 367 $20,933 $ 907 $50,588
Edwin J. Garn.............. 10 60.44 528 31,737 909 50,675
Wayne E. Hedien............ 9 51.37 691 39,566 771 43,000
Dr. Manuel H. Johnson...... 10 60.44 327 13,129 1,360 75,520
Michael E. Nugent.......... 10 60.44 553 23,175 1,209 67,209
John L. Schroeder.......... 8 50.37 1,060 41,558 955 52,994
</TABLE>

------------------------
(2) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Director's elections described in Footnote (1) on
page 13 of this STATEMENT OF ADDITIONAL INFORMATION.

IV. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
--------------------------------------------------------------------------------

As of September 30, 2000, no shareholder was known to own beneficially or of
record as much as 5% of the outstanding shares of the Fund. The percentage
ownership of shares of the Fund changes from time to time depending on purchases
and redemptions by shareholders and the total number of shares outstanding.

As of the date of this STATEMENT OF ADDITIONAL INFORMATION, the aggregate
number of shares of beneficial interest of the Fund owned by the Fund's officers
and Directors as a group was less than 1% of the Fund's shares of beneficial
interest outstanding.

V. INVESTMENT MANAGEMENT AND OTHER SERVICES
--------------------------------------------------------------------------------

A. INVESTMENT MANAGER

The Investment Manager to the Fund is Morgan Stanley Dean Witter Advisors
Inc., a Delaware corporation, whose address is Two World Trade Center, New York,
NY 10048. The Investment Manager is a wholly-owned subsidiary of MSDW, a
Delaware corporation. MSDW is a preeminent global financial services firm that
maintains leading market positions in each of its three primary businesses:
securities, asset management and credit services.

Pursuant to an Investment Management Agreement (the "Management Agreement")
with the Investment Manager, the Fund has retained the Investment Manager to
provide administrative services and manage the investment of the Fund's assets,
including the placing of orders for the purchase and sale of portfolio
securities. The Fund pays the Investment Manager monthly compensation calculated
daily by applying the following annual rates to the net assets of the Fund,
determined as of the close of business on every business day: 0.50% of the
portion of the daily net assets not exceeding $500 million; 0.425% of the
portion of the daily net assets exceeding $500 million but not exceeding $750
million; 0.375% of the portion of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.35% of the portion of the daily net assets
exceeding $1 billion but not exceeding $1.35 billion; 0.325% of the portion of
the daily net assets exceeding $1.35 billion but not exceeding $1.75 billion;
0.30% of the portion of the daily net assets exceeding $1.75 billion but not
exceeding $2.15 billion; 0.275% of the portion of the daily net assets exceeding
$2.15 billion but not exceeding $2.5 billion; 0.25% of the portion of the daily
net assets exceeding $2.5 billion but not exceeding $15 billion; 0.249% of the
portion of daily net assets exceeding $15 billion but not exceeding $17.5
billion; and 0.248% of the portion of the daily net assets exceeding $17.5
billion.

14
<PAGE>

For the fiscal years ended August 31, 1998, 1999 and 2000, the Investment
Manager accrued total compensation under the Management Agreement in the amounts
of $38,009,366, $45,473,527 and $50,128,592, respectively.

The Investment Manager has retained its wholly-owned subsidiary, MSDW
Services Company, to perform administrative services for the Fund.

B. PRINCIPAL UNDERWRITER

The Fund's principal underwriter is the Distributor (which has the same
address as the Investment Manager). In this capacity, the Fund's shares are
distributed by the Distributor. The Distributor has entered into a selected
dealer agreement with Dean Witter Reynolds, which through its own sales
organization sells shares of the Fund. In addition, the Distributor may enter
into similar agreements with other selected broker-dealers. The Distributor, a
Delaware corporation, is a wholly-owned subsidiary of MSDW.

The Fund and the Distributor have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act. Under the
Distribution Agreement, the Distributor uses its best efforts in rendering
services to the Fund, but in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations, the Distributor is
not liable to the Fund or any of its shareholders for any error of judgment or
mistake of law or for any act or omission or for any losses sustained by the
Fund or its shareholders.

C. SERVICES PROVIDED BY THE INVESTMENT MANAGER

The Investment Manager manages the investment of the Fund's assets,
including the placing of orders for the purchase and sale of portfolio
securities. The Investment Manager obtains and evaluates the information and
advice relating to the economy, securities markets, and specific securities as
it considers necessary or useful to continuously manage the assets of the Fund
in a manner consistent with its investment objective.

Under the terms of the Management 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, the office space, facilities,
equipment, clerical help, bookkeeping and certain legal services as the Fund may
reasonably require in the conduct of its business, including the preparation of
prospectuses, proxy statements and reports required to be filed with federal and
state securities commissions (except insofar as the participation or assistance
of independent auditors and attorneys is, in the opinion of the Investment
Manager, necessary or desirable). In addition, the Investment Manager 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
service, heat, light, power and other utilities provided to the Fund.

Expenses not expressly assumed by the Investment Manager under the
Management Agreement or by the Distributor, will be paid by the Fund. These
expenses include, but are not limited to: expenses of the Plan of Distribution
pursuant to Rule 12b-1; charges and expenses of any registrar, custodian, stock
transfer and dividend disbursing agent; brokerage commissions; taxes; engraving
and printing share certificates; registration costs of the Fund and its shares
under federal and state securities laws; the cost and expense of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and Directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of Directors or members of any
advisory board or committee who are not employees of the Investment Manager or
any corporate affiliate of the Investment Manager; all expenses incident to any
dividend, withdrawal or redemption options; charges and expenses of any outside
service used for pricing of the Fund's shares; fees and expenses of legal
counsel, including counsel to the Directors who are not interested persons of
the Fund or of the Investment Manager (not including compensation or expenses of
attorneys who are employees of the Investment Manager); fees and expenses of the
Fund's independent auditors; membership dues of industry associations; interest
on Fund borrowings; post-

15
<PAGE>
age; insurance premiums on property or personnel (including officers and
Directors) of the Fund which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification relating thereto); and all other costs of the
Fund's operation.

The Management Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations thereunder, the Investment Manager is not liable to the Fund or any
of its investors for any act or omission by the Investment Manager or for any
losses sustained by the Fund or its investors.

The Management Agreement will remain in effect from year to year, provided
continuance of the Management Agreement is approved at least annually by the
vote of the holders of a majority, as defined in the Investment Company Act, of
the outstanding shares of the Fund, or by the Directors; provided that in either
event such continuance is approved annually by the vote of a majority of the
Directors, including a majority of the Independent Directors.

D. RULE 12b-1 PLAN

In accordance with a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act between the Fund and the Distributor, the Distributor
provides certain services in connection with the promotion of sales of Fund
shares (the "Plan").

The Plan provides that the Distributor bears the expense of all promotional
and distribution related activities on behalf of the Fund, except for expenses
that the Directors determine to reimburse, as described below. The following
activities and services may be provided by the Distributor under the Plan: (1)
compensation to and expenses of Dean Witter Reynolds' and other selected
Broker-Dealers' Financial Advisors 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 Investment Manager will compensate Financial Advisors at an annual rate
of 0.025% of the value of shares of the Fund acquired by exchange from an MSDW
Open-end Fund provided that the shares exchanged would otherwise have been
eligible for the payment of a retention fee. Such eligible shares must have been
purchased after January 1, 2000 and held for at least one year. Shares owned in
variable annuities and closed-end fund shares held in 401(k) plans where the
Transfer Agent or MSDW's Retirement Plan Services is either recordkeeper or
trustee are not eligible for a retention fee.

The retention fees are paid by the Investment Manager from its own assets,
which may include profits from investment management fees payable under the
Management Agreement, as well as from borrowed funds.

Dean Witter Reynolds Financial Advisors are paid an annual residual
commission, currently a residual of up to 0.10% of the current value of the
respective accounts for which they are the Financial Advisors of record. The
residual is a charge which reflects residual commissions paid by Dean Witter
Reynolds to its Financial Advisors and Dean Witter Reynolds' expenses associated
with the servicing of shareholders' accounts, including the expenses of
operating Dean Witter Reynolds' branch offices in connection with the servicing
of shareholders' accounts, which expenses include lease costs, the salaries and
employee benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies and other expenses
relating to branch office serving of shareholder accounts.

The Fund is authorized to reimburse specific expenses incurred or to be
incurred in promoting the distribution of the Fund's shares. Reimbursement is
made through payments at the end of each month. The amount of each monthly
payment may in no event exceed an amount equal to a payment at the annual rate
of 0.15 of 1% of the Fund's average daily net assets during the month. No
interest or other financing charges will be incurred for which reimbursement
payments under the Plan will be made. In

16
<PAGE>
addition, no interest charges, if any, incurred on any distribution expense
incurred by the Distributor or other selected dealers pursuant to the Plan, will
be reimbursable under the Plan. In the case of all expenses other than expenses
representing a residual to Financial Advisors, such amounts shall be determined
at the beginning of each calendar quarter by the Directors, including a majority
of the Independent 12b-1 Directors. Expenses representing a residual to
Financial Advisors may be reimbursed without prior determination. In the event
that the Distributor proposes that monies shall be reimbursed for other than
such expenses, then in making quarterly determinations of the amounts that may
be expended by the Fund, the Investment Manager provides and the Directors
review a quarterly budget of projected incremental distribution expenses to be
incurred on behalf of the Fund, together with a report explaining the purposes
and anticipated benefits of incurring such expenses. The Directors determine
which particular expenses, and the portions thereof, that may be borne by the
Fund, and in making such a determination shall consider the scope of the
Distributor's commitment to promoting the distribution of the Fund's shares.

The Fund reimbursed $18,303,135 to the Distributor pursuant to the Plan
which amounted to 0.10 of 1% of the Fund's average daily net assets for the
fiscal year ended August 31, 2000. Based upon the total amounts spent by the
Distributor during the period, it is estimated that the amount paid by the Fund
to the Distributor for distribution was spent in approximately the following
ways: (i) advertising -- $-0-; (ii) printing and mailing PROSPECTUSES to other
than current shareholders -- $-0-; (iii) compensation to underwriters -- $-0-;
(iv) compensation to dealers --$-0-; (v) compensation to sales personnel --
$-0-; and (vi) other, which includes payments to Dean Witter Reynolds for
expenses substantially all of which relate to compensation of sales personnel
and associated overhead expenses -- $18,303,135. No payments under the Plan were
made for interest, carrying or other financing charges.

Under the Plan, the Distributor uses its best efforts in rendering services
to the Fund, but in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations, the Distributor is not
liable to the Fund or any of its shareholders for any error of judgment or
mistake of law or for any act or omission or for any losses sustained by the
Fund or its shareholders.

Under the Plan, the Distributor provides the Fund, for review by the
Directors, and the Directors review, promptly after the end of each calendar
quarter, a written report regarding the incremental distribution expenses
incurred on behalf of the Fund during such calendar quarter, which report
includes (1) an itemization of the types of expenses and the purposes therefore;
(2) the amounts of such expenses; and (3) a description of the benefits derived
by the Fund. In the Directors' quarterly review of the Plan they consider its
continued appropriateness and the level of compensation provided therein.

No interested person of the Fund nor any Independent Director has any direct
financial interest in the operation of the Plan except to the extent that the
Distributor, the Investment Manager, Dean Witter Reynolds, MSDW Services Company
or certain of their employees may be deemed to have such an interest as a result
of benefits derived from the successful operation of the Plan or as a result of
receiving a portion of the amounts expended thereunder by the Fund.

On an annual basis, the Directors, including a majority of the Independent
Directors, consider whether the Plan should be continued. Prior to approving the
most recent continuation of the Plan, the Directors requested and received from
the Distributor and reviewed all the information which they deemed necessary to
arrive at an informed determination. In making their determination to continue
the Plan, the Directors considered: (1) the Fund's experience under the Plan and
whether such experience indicates that the Plan is operating as anticipated;
(2) the benefits the Fund had obtained, was obtaining and would be likely to
obtain under the Plan, including that: (a) the Plan is essential in order to
enable the Fund to continue to grow and avoid a pattern of net redemptions
which, in turn, are essential for effective investment management; and
(b) without the reimbursement of distribution and account maintenance expenses
of Dean Witter Reynolds' branch offices made possible by the 12b-1 fees, Dean
Witter Reynolds could not establish and maintain an effective system for
distribution, servicing of Fund shareholders and maintenance of shareholder
accounts; and (3) what services had been provided and were continuing to be
provided under the Plan to the Fund and its shareholders. Based upon their

17
<PAGE>
review, the Directors, including each of the Independent Directors, determined
that continuation of the Plan would be in the best interest of the Fund and
would have a reasonable likelihood of continuing to benefit the Fund and its
shareholders. In the Directors' quarterly review of the Plan, they will consider
its continued appropriateness and the level of compensation provided therein.

The Plan may not be amended to increase materially the amount to be spent
for the services described therein without approval by the shareholders of the
Fund, and all material amendments to the Plan must also be approved by the
Directors in the manner described above. The Plan may be terminated at any time,
without payment of any penalty, by vote of a majority of the Independent
Directors or by a vote of a majority of the outstanding voting securities of the
Fund (as defined in the Investment Company Act) on not more than thirty days'
written notice to any other party to the Plan. So long as the Plan is in effect,
the election and nomination of Independent Directors shall be committed to the
discretion of the Independent Directors.

E. OTHER SERVICE PROVIDERS

(1) TRANSFER AGENT/DIVIDEND-PAYING AGENT

Morgan Stanley Dean Witter Trust FSB is the transfer agent for the Fund's
shares and the Dividend Disbursing Agent for payment of dividends and
distributions on Fund shares and Agent for shareholders under various investment
plans. The principal business address of the Transfer Agent is Harborside
Financial Center, Plaza Two, Jersey City, NJ 07311.

(2) CUSTODIAN AND INDEPENDENT AUDITORS

The Bank of New York, 100 Church Street, New York, NY 10007 is the Custodian
for the Fund's assets. Any of the Fund's cash balances with the Custodian in
excess of $100,000 are unprotected by federal deposit insurance. These balances
may, at times, be substantial.

Deloitte & Touche LLP, Two World Financial Center, New York, NY 10281 serves
as the independent auditors of the Fund. The independent auditors are
responsible for auditing the annual financial statements of the Fund.

(3) AFFILIATED PERSONS

The Transfer Agent is an affiliate of the Investment Manager, and of the
Distributor. As Transfer Agent and Dividend Disbursing Agent, the Transfer
Agent's responsibilities include maintaining shareholder accounts, disbursing
cash dividends and reinvesting dividends, processing account registration
changes, handling purchase and redemption transactions, mailing prospectuses and
reports, mailing and tabulating proxies, processing share certificate
transactions, and maintaining shareholder records and lists. For these services,
the Transfer Agent receives a per shareholder account fee from the Fund and is
reimbursed for its out-of-pocket expenses in connection with such services.

F. CODES OF ETHICS

The Fund, the Investment Manager and the Distributor have each adopted a
Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act. The
Codes of Ethics are designed to detect and prevent improper personal trading.
The Codes of Ethics permit personnel subject to the Codes to invest in
securities, including securities that may be purchased, sold or held by the
Fund, subject to a number of restrictions and controls including prohibitions
against purchases of securities in an Initial Public Offering and a preclearance
requirement with respect to personal securities transactions.

VI. BROKERAGE ALLOCATION AND OTHER PRACTICES
--------------------------------------------------------------------------------

A. BROKERAGE TRANSACTIONS

Subject to the general supervision of the Directors, the Investment Manager
is responsible for decisions to buy and sell securities for the Fund, the
selection of brokers and dealers to effect the transactions, and the negotiation
of brokerage commissions, if any. Purchases and sales of portfolio securities
are normally transacted through dealers, issuers or underwriters. Such
transactions are

18
<PAGE>
generally made on a net basis and do not involve payment of brokerage
commissions. The cost of securities purchased from an underwriter usually
includes a commission paid by the issuer to the underwriters; transactions with
dealers normally reflect the spread between bid and asked prices.

During the fiscal years ended August 31, 1998, 1999 and 2000, the Fund paid
no brokerage commissions or concessions.

B. COMMISSIONS

Pursuant to an order of the SEC, the Fund may effect principal transactions
in certain money market instruments with Dean Witter Reynolds. The Fund will
limit its transactions with Dean Witter Reynolds to U.S. Government and
Government Agency Securities. The transactions will be effected with Dean Witter
Reynolds only when the price available from Dean Witter Reynolds is better than
that available from other dealers.

During the fiscal years ended August 31, 1998, 1999 and 2000, the Fund did
not effect any principal transactions with Dean Witter Reynolds.

Brokerage transactions in securities listed on exchanges or admitted to
unlisted trading privileges may be effected through Dean Witter Reynolds, Morgan
Stanley & Co. and other affiliated brokers and dealers. In order for an
affiliated broker or dealer to effect any portfolio transactions on an exchange
for the Fund, the commissions, fees or other remuneration received by the
affiliated broker or dealer must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
an exchange during a comparable period of time. This standard would allow the
affiliated broker or dealer to receive no more than the remuneration which would
be expected to be received by an unaffiliated broker in a commensurate
arm's-length transaction. Furthermore, the Directors, including the Independent
Directors, have adopted procedures which are reasonably designed to provide that
any commissions, fees or other remuneration paid to an affiliated broker or
dealer are consistent with the foregoing standard. The Fund does not reduce the
management fee it pays to the Investment Manager by any amount of the brokerage
commissions it may pay to an affiliated broker or dealer.

During the fiscal years ended August 31, 1998, 1999 and 2000, the Fund paid
no brokerage commissions to an affiliated broker or dealer.

C. BROKERAGE SELECTION

The policy of the Fund regarding purchases and sales of securities for its
portfolio is that primary consideration will be given to obtaining the most
favorable prices and efficient executions of transactions.

In seeking to implement the Fund's policies, the Investment Manager effects
transactions with those brokers and dealers who the Investment Manager believes
provide the most favorable prices and are capable of providing efficient
executions. If the Investment Manager believes the prices and executions are
obtainable from more than one broker or dealer, it may give consideration to
placing portfolio transactions with those brokers and dealers who also furnish
research and other services to the Fund or the Investment Manager. The services
may include, but are not limited to, any one or more of the following:
information as to the availability of securities for purchase or sale;
statistical or factual information or opinions pertaining to investment; wire
services; and appraisals or evaluations of portfolio securities.

The information and services received by the Investment Manager from brokers
and dealers may be of benefit to the Investment Manager in the management of
accounts of some of its other clients and may not in all cases benefit the Fund
directly. While the receipt of such information and services is useful in
varying degrees and would generally reduce the amount of research or services
otherwise performed by the Investment Manager and thereby reduce its expenses,
it is of indeterminable value and the Fund does not reduce the management fee it
pays to the Investment Manager by any amount that may be attributable to the
value of such services.

19
<PAGE>
Subject to the principle of obtaining best price and execution, the
Investment Manager may consider a broker-dealer's sales of shares of the Fund as
a factor in selecting from among those broker-dealers qualified to provide
comparable prices and execution on the Fund's portfolio transactions. The Fund
does not, however, require a broker-dealer to sell shares of the Fund in order
for it to be considered to execute portfolio transactions, and will not enter
into any arrangement whereby a specific amount or percentage of the Fund's
transactions will be directed to a broker which sells shares of the Fund to
customers. The Directors review, periodically, the allocation of brokerage
orders to monitor the operation of these policies.

The Investment Manager currently serves as investment manager to a number of
clients, including other investment companies, and may in the future act as
investment manager or advisor to others. It is the practice of the Investment
Manager to cause purchase and sale transactions to be allocated among the Fund
and others whose assets it manages in such manner as it deems equitable. In
making such allocations among the Fund and other client accounts, various
factors may be considered, including the respective investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment commitments
generally held and the opinions of the persons responsible for managing the
portfolios of the Fund and other client accounts. In the case of certain initial
and secondary public offerings, the Investment Manager utilizes a pro rata
allocation process based on the size of the relevant funds and/or client
accounts involved and the number of shares available from the public offering.

D. DIRECTED BROKERAGE

During the fiscal year ended August 31, 2000, the Fund did not pay any
brokerage commissions to brokers because of research services provided.

E. REGULAR BROKER-DEALERS

During the fiscal year ended August 31, 2000, the Fund purchased securities
issued by Goldman Sachs Group Inc., Merrill Lynch & Co. Inc., Deutsche Bank
Financial Inc., Barclays U.S. Funding Corp., Dresdner Bank A.G. and Smith,
Barney, Shearson Inc., which issuers were among the ten brokers or the ten
dealers which executed transactions for or with the Fund in the largest dollar
amounts during the year. At August 31, 2000, the Fund held securities issued by
Goldman Sachs Group Inc. and Deutsche Bank Financial Inc. valued at $224,047,993
and $953,650,747, respectively.

VII. CAPITAL STOCK AND OTHER SECURITIES
--------------------------------------------------------------------------------

The Fund has an authorized capital of 25 billion shares of common stock with
a par value of $.01 per share. All shares are of the same class and are freely
transferable. Each outstanding share is entitled to one vote on all matters
submitted to a vote of shareholders and to a pro rata share of the Fund's net
assets in liquidation and of dividends declared. The Fund may also issue
fractional shares.

The Fund is not required to hold annual meetings of shareholders and in
ordinary circumstances the Fund does not intend to hold such meetings. The
Directors may call special meetings of shareholders for action by shareholder
vote as may be required by the Investment Company Act or the Fund's By-Laws.
Under certain circumstances, the Directors may be removed by the actions of the
Directors. In addition, under certain circumstances, the shareholders may call a
meeting to remove the Directors and the Fund is required to provide assistance
in communicating with shareholders about such a meeting. The voting rights of
shareholders are not cumulative, so that holders of more than 50 percent of the
shares voting can, if they choose, elect all Directors being selected, while the
holders of the remaining shares would be unable to elect any Directors.

20
<PAGE>
VIII. PURCHASE, REDEMPTION AND PRICING OF SHARES
--------------------------------------------------------------------------------

A. PURCHASE/REDEMPTION OF SHARES

Information concerning how Fund shares are offered to the public (and how
they are redeemed and exchanged) is provided in the Fund's PROSPECTUS.

TRANSFER AGENT AS AGENT. With respect to the redemption or repurchase of
Fund shares, the application of proceeds to the purchase of new shares in the
Fund or any other Morgan Stanley Dean Witter Funds and the general
administration of the exchange privilege, the Transfer Agent acts as agent for
the Distributor and for the shareholder's authorized broker-dealer, if any, in
the performance of such functions. With respect to exchanges, redemptions or
repurchases, the Transfer Agent shall be liable for its own negligence and not
for the default or negligence of its correspondents or for losses in transit.
The Fund shall not be liable for any default or negligence of the Transfer
Agent, the Distributor or any authorized broker-dealer.

The Distributor and any authorized broker-dealer have appointed the Transfer
Agent to act as their agent in connection with the application of proceeds of
any redemption of Fund shares to the purchase of shares of any other Morgan
Stanley Dean Witter Fund and the general administration of the exchange
privilege. No commission or discounts will be paid to the Distributor or any
authorized broker-dealer for any transaction pursuant to the exchange privilege.

REDEMPTIONS. A check drawn by a shareholder against his or her account in
the Fund constitutes a request for redemption of a number of shares sufficient
to provide proceeds equal to the amount of the check. Payment of the proceeds
will normally be made on the next business day after receipt by the Transfer
Agent of the check in proper form. If a check is presented for payment to the
Transfer Agent by a shareholder or payee in person, the Transfer Agent will make
payment by means of a check drawn on the Fund's account or, in the case of a
shareholder payee, to the shareholder's predesignated bank account, but will not
make payment in cash.

B. OFFERING PRICE

The price of Fund shares, called "net asset value," is based on the value of
the Fund's portfolio securities.

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

The use of the amortized cost method to value the portfolio securities of
the Fund and the maintenance of the per share net asset value of $1.00 is
permitted pursuant to Rule 2a-7 of the Investment Company Act (the "Rule") and
is conditioned on its compliance with various conditions contained in the Rule
including: (a) the Directors are obligated, as a particular responsibility
within the overall duty of care owed to the Fund's shareholders, to establish
procedures reasonably designed, taking into account current market conditions
and the Fund's investment objectives, to stabilize the net asset value per share
as computed for the purpose of distribution and redemption at $1.00 per share;
(b) the procedures

21
<PAGE>

include (i) calculation, at such intervals as the Directors determine are
appropriate and as are reasonable in light of current market conditions, of the
deviation, if any, between net asset value per share using amortized cost to
value portfolio securities and net asset value per share based upon available
market quotations with respect to such portfolio securities; (ii) periodic
review by the Directors of the amount of deviation as well as methods used to
calculate it; and (iii) maintenance of written records of the procedures, and
the Directors' considerations made pursuant to them and any actions taken upon
such consideration; (c) the Directors should consider what steps should be
taken, if any, in the event of a difference of more than 1/2 of 1% between the
two methods of valuation; and (d) the Directors should take such action as they
deem appropriate (such as shortening the average portfolio maturity, realizing
gains or losses, withholding dividends or, as provided by the By-Laws, reducing
the number of outstanding shares of the Fund) to eliminate or reduce to the
extent reasonably practicable material dilution or other unfair results to
investors or existing shareholders which might arise from differences between
the two methods of valuation.

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

A variable rate security that is subject to a demand feature is deemed to
have a maturity equal to the period remaining until the principal amount can be
recovered through demand. A floating rate security that is subject to a demand
feature is deemed to have a maturity equal to the period remaining until the
principal amount can be recovered through demand.

An "NRSRO" is a nationally recognized statistical rating organization. The
term "Requisite NRSROs" means (i) any two NRSROs that have issued a rating with
respect to a security or class of debt obligations of an issuer, or (ii) if only
one NRSRO has issued a rating with respect to such security or issuer at the
time a fund purchases or rolls over the security, that NRSRO.

An Eligible Security is generally defined in the Rule to mean (i) a rated
security with a remaining maturity of 397 calendar days or less that has
received a rating from the Requisite NRSROs in one of the two highest short-term
rating categories (within which there may be sub-categories or gradations
indicating relative standing); or (ii) An Unrated Security that is of comparable
quality to a security meeting the requirements of (1) above, as determined by
Directors; (iii) In addition, in the case of a security that is subject to a
Demand Feature or Guarantee: (A) The Guarantee has received a rating from an
NRSRO or the Guarantee is issued by a guarantor that has received a rating from
an NRSRO with respect to a class of debt obligations (or any debt obligation
within that class) that is comparable in priority and security to the Guarantee,
unless: (1) the Guarantee is issued by a person that directly or indirectly,
controls, is controlled by or is under a common control with the issuer of the
security subject to the Guarantee (other than a sponsor or a Special Purpose
Entity with respect to an Asset Backed Security: (2) the security subject to the
Guarantee is a repurchase agreement that is Collateralized Fully; or (3) the
Guarantee itself is a Government Security and (B) the issuer of the Demand
Feature, or another institution, has undertaken promptly to notify the holder of
the security in the event the Demand Feature or Guarantee is substituted with
another Demand Feature or Guarantee (if such substitution is permissible under
the terms of the Demand Feature or Guarantee). The Fund will limit its
investments to securities that meet the requirements for Eligible Securities.

As permitted by the Rule, the Directors have delegated to the Fund's
Investment Manager the authority to determine which securities present minimal
credit risks and which unrated securities are comparable in quality to rated
securities.

Also, as required by the Rule, the Fund will limit its investments in
securities, other than Government securities, so that, at the time of purchase:
(a) except as further limited in (b) below with regard to certain securities, no
more than 5% of its total assets will be invested in the securities of any one
issuer; and (b) with respect to Eligible Securities that have received a rating
in less than the highest category by any one

22
<PAGE>
of the NRSROs whose ratings are used to qualify the security as an Eligible
Security, or that have been determined to be of comparable quality: (i) no more
than 5% in the aggregate of the Fund's total assets in all such securities, and
(ii) no more than the greater of 1% of total assets, or $1 million, in the
securities on any one issuer.

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

If the Directors determine that it is no longer in the best interests of the
Fund and its shareholders to maintain a stable price of $1.00 per share or if
the Directors believe that maintaining such price no longer reflects a
market-based net asset value per share, the Directors have the right to change
from an amortized cost basis of valuation to valuation based on market
quotations. The Fund will notify shareholders of the Fund of any such change.

IX. TAXATION OF THE FUND AND SHAREHOLDERS
--------------------------------------------------------------------------------

The Fund generally will make two basic types of distributions: ordinary
dividends and long-term capital gain distributions. These two types of
distributions are reported differently on a shareholder's income tax return and
they are also subject to different rates of tax. The tax treatment of the
investment activities of the Fund will affect the amount and timing and
character of the distributions made by the Fund. Tax issues relating to the Fund
are not generally a consideration for shareholders such as tax exempt entities
and tax-advantaged retirement vehicles such as an IRA or 401(k) plan.

The Fund intends to distribute all of its daily net investment income (and
net short-term capital gains, if any) to shareholders of record as of the close
of business the preceding business day. Net income, for dividend purposes,
includes accrued interest and amortization of acquisition, original issue and
market discount, plus or minus any short-term gains or losses realized on sales
of portfolio securities, less the amortization of market premium and the
estimated expenses of the Fund. Net income will be calculated immediately prior
to the determination of net asset value per share of the Fund.

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

It has been and remains the Fund's policy and practice that, if checks for
dividends or distributions paid in cash remain uncashed, no interest will accrue
on amounts represented by such uncashed checks.

TAXES. The Fund has qualified and intends to remain qualified as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986. If so qualified, the Fund will not be subject to federal income tax, to
the extent that it distributes its taxable net investment income and its net
realized gains to its shareholders.

23
<PAGE>

Gains or losses on sales of securities by the Fund will be long-term capital
gains or losses if the securities have a tax holding period of more than one
year. Gains or losses on the sale of securities with a tax holding period of one
year or less will be short-term gains or losses.

Shareholders will be subject to federal income tax and state and/or local
income tax on dividends paid from interest income derived from taxable
securities and on distributions of realized net short-term capital gains and
long-term capital gains. Interest and realized net short-term capital gains
distributions are taxable to the shareholder as ordinary dividend income
regardless of whether the shareholder receives such distributions in additional
shares or in cash. Distributions of long-term capital gains, if any, are taxable
as long-term capital gains, regardless of how long the shareholder has held the
Fund shares and regardless of whether the distribution is received in additional
shares or in cash. Since the Fund's income is expected to be derived entirely
from interest rather than dividends, none of such distributions will be eligible
for the federal dividends received deduction available to corporations. Realized
net long-term capital gains distributions, which are taxable as long-term
capital gains, are not eligible for the dividends received deduction.

Shareholders are generally taxed on any capital gain distributions from the
Fund in the year they are actually distributed. However, if any such
distributions are declared in October, November or December and paid in January
then such amounts will be treated for tax purposes as received by the
shareholders on December 31, to shareholders of record of such month.

Shareholders who are not citizens or residents of the United States and
certain foreign entities may be subject to withholding of United States tax on
distributions made by the Fund of any taxable interest income and short-term
capital gains.

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

After the end of each calender year, shareholders will be sent information
on their dividends and capital gain distributions for tax purposes, including
the portion taxable as ordinary income and the portion taxable as long-term
capital gains.

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

X. UNDERWRITERS
--------------------------------------------------------------------------------

The Fund's shares are offered to the public on a continuous basis. The
Distributor, as the principal underwriter of the shares, has certain obligations
under the Distribution Agreement concerning the distribution of the shares.
These obligations and the compensation the Distributor receives are described
above in the sections titled "Principal Underwriter" and "Rule 12b-1 Plan."

XI. CALCULATION OF PERFORMANCE DATA
--------------------------------------------------------------------------------

The Fund's current yield for the seven days ending August 31, 2000 was
6.10%. The seven day effective yield on August 31, 2000 was 6.28%, assuming
daily compounding.

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

24
<PAGE>
The Fund's annualized effective yield, as may be quoted from time to time in
advertisements and other communications to shareholders and potential investors,
is computed by determining (for the same stated seven-day period as for the
current yield), the net change, exclusive of capital changes and including the
value of additional shares purchased with dividends and any dividends declared
therefrom (which reflect deductions of all expenses of the Fund such as
management fees), in the value of a hypothetical pre-existing account having a
balance of one share at the beginning of the period, and dividing the difference
by the value of the account at the beginning of the base period to obtain the
base period return, and then compounding the base period return by adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the
result.

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

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

The Fund may also advertise the growth of hypothetical investments of
$10,000, $50,000 and $100,000 in shares of the Fund by adding the sum of all
distributions on 10,000, 50,000 or 100,000 shares of the Fund since inception to
$10,000, $50,000 and $100,000, as the case may be. Investments of $10,000,
$50,000 and $100,000 in the Fund at inception would have grown to $58,405,
$292,025 and $584,050, respectively, at August 31, 2000.

XII. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

EXPERTS. The financial statements of the Fund for the fiscal year ended
August 31, 2000 included in the PROSPECTUS and incorporated by reference in this
STATEMENT OF ADDITIONAL INFORMATION have been so included and incorporated in
reliance on the report of Deloitte & Touche LLP, independent auditors, given on
the authority of said firm as experts in auditing and accounting.

*****

This STATEMENT OF ADDITIONAL INFORMATION and the PROSPECTUS do not contain
all of the information set forth in the REGISTRATION STATEMENT the Fund has
filed with the SEC. The complete REGISTRATION STATEMENT may be obtained from the
SEC.

25
<PAGE>

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
OF MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.:

In our opinion, the statement of changes in net assets and the financial
highlights of Morgan Stanley Dean Witter Liquid Asset Fund Inc. (the "Fund")
(not presented separately herein) present fairly, in all material respects, the
changes in its net assets for the year ended August 31, 1999 and the financial
highlights for each of the years in the period ended August 31, 1999, in
conformity with generally accepted accounting principles. This financial
statement 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 provide a reasonable basis for the opinion expressed above. We have not
audited the financial statements or financial highlights of the Fund for any
period subsequent to August 31, 1999.

PricewaterhouseCoopers LLP
1177 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
OCTOBER 7, 1999

26
<PAGE>

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.

PART C OTHER INFORMATION

ITEM 23. EXHIBITS
-------- ---------------------------------------------
1 (a). Articles of Incorporation of the Registrant dated August 30, 1974 and
all amendments thereto, comprised of amended Articles of Incorporation
dated May 12, 1975 and amendments to Articles of Incorporation dated
August 30, 1977, December 20, 1978, May 4, 1979, December 19, 1978,
September 17, 1981, March 18, 1983, December 16, 1985 and June 29,
1993, are incorporated by reference to Exhibit 1 of Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A, filed on
October 8, 1993.

1 (b). Articles of Amendment dated June 22, 1998 are incorporated by
reference to Exhibit 1 of Post-Effective Amendment No. 35 to the
Registration Statement on Form N-1A, filed on October 20, 1998.

2. Amended and Restated By-Laws of the Registrant, dated May 1, 1999, are
incorporated by reference to Exhibit 2 of Post-Effective Amendment No.
36 to the Registration Statement on Form N-1A, filed on August 24,
1999.

3. Not Applicable.

4. Amended Investment Management Agreement between the Registrant and
Morgan Stanley Dean Witter Advisors Inc., dated April 30, 1998, is
incorporated by reference to Exhibit 5 of Post-Effective Amendment No.
35 to the Registration Statement on Form N-1A, filed on October 20,
1998.

5 (a). Amended Distribution Agreement dated May 31, 1997 is incorporated by
reference to Exhibit 6 of Post-Effective Amendment No. 34 to the
Registration Statement on Form N-1A, filed on October 23, 1997.

5 (b). Selected Dealer Agreement between Morgan Stanley Dean Witter
Distributors Inc. and Dean Witter Reynolds Inc. is incorporated by
reference to Exhibit 6(b) of Post-Effective Amendment No. 30 to the
Registration Statement on Form N-1A, filed on October 7, 1993.

6. Not Applicable.

7 (a). Custody Agreement between The Bank of New York and the Registrant is
incorporated by reference to Exhibit 8 of Post-Effective Amendment No.
32 to the Registration Statement on Form N-1A, filed on October 17,
1995.

7 (b). Amendment to Custody Agreement, dated April 17, 1996, between the Bank
of New York and the Registrant is incorporated by reference to Exhibit
8 of Post-Effective Amendment No. 33 to the Registration Statement on
Form N-1A, filed on October 16, 1996.

8 (a). Amended and Restated Transfer Agency and Service Agreement between the
Registrant and Morgan Stanley Dean Witter Trust FSB, dated September
1, 2000, filed herein.

<PAGE>

8 (b). Amended Services Agreement, dated June 22, 1998, is incorporated by
reference to Exhibit 9 of Post-Effective Amendment No. 35 to the
Registration Statement on Form N-1A, filed on October 20, 1998.

9. Opinion of Piper & Marbury, LLP is incorporated by reference to
Exhibit 9 of Post-Effective Amendment No. 36 to the Registration
Statement on Form N-1A, filed on August 24, 1999.

10 (a). Consent of Independent Auditors, filed herein.

10 (b). Consent of PricewaterhouseCoopers LLP, filed herein.

11. Not Applicable.

12. Not Applicable.

13. Amended and Restated Plan of Distribution pursuant to Rule 12b-1,
dated July 23, 1997, is incorporated by reference to Exhibit 15 of
Post-Effective Amendment No. 34 to the Registration Statement on Form
N-1A, filed on October 23, 1997.

14. Not Applicable.

15. Not Applicable.

16 (a). Code of Ethics of Morgan Stanley Dean Witter Advisors Inc., Morgan
Stanley Dean Witter Services Company Inc. and Morgan Stanley Dean
Witter Distributors Inc., filed herein.

16 (b). Code of Ethics of the Morgan Stanley Dean Witter Funds, filed herein.

Other Powers of Attorney of Trustees are incorporated by reference to
Exhibit (Other) of Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A, filed on October 8, 1993 and of Post-Effective
Amendment No. 31 to the Registration Statement on Form N-1A, filed on
October 17, 1994 and of Post-Effective Amendment No. 34 to the
Registration Statement on Form N-1A, filed on October 23, 1997. The
Power of Attorney for James F. Higgins is filed herein.

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

None

Item 25. INDEMNIFICATION.

Reference is made to Section 3.15 of the Registrant's By-Laws and
Section 2-418 of the Maryland General Corporation Law.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ( the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for

<PAGE>

indemnification against such liabilities ( other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act, and will be governed by the final adjudication of such
issue.

The Registrant hereby undertakes that it will apply the indemnification
provision of its by-laws in a manner consistent with release 11330 of the
Securities and Exchange Commission under the Investment Company Act of 1940, so
long as the interpretation of Sections 17 (h) and 17 (I) of such Act remains in
effect.

Registrant, in conjunction with the Investment Manager, Registrant's
Directors, and other registered investment management companies managed by the
Investment Manager, maintains insurance on behalf of any person who is or was a
Director, officer, employee, or agent of registrant, or who is or was serving at
the request of registrant as a trustee, director, officer, employee or agent of
another trust or corporation, against any liability asserted against him and
incurred by him or arising out of his position. However, in no event will
registrant maintain insurance to indemnify any such person for any act for which
Registrant itself is not permitted to indemnify him.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

See "The Fund and Its Management" in the Prospectus regarding the
business of the investment advisor. The following information is given regarding
officers of Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"). MSDW
Advisors is a wholly-owned subsidiary of Morgan Stanley Dean Witter & Co.

The term "Morgan Stanley Dean Witter Funds" refers to the following
registered investment companies:

CLOSED-END INVESTMENT COMPANIES
(1) Morgan Stanley Dean Witter California Insured Municipal Income Trust
(2) Morgan Stanley Dean Witter California Quality Municipal Securities
(3) Morgan Stanley Dean Witter Government Income Trust
(4) Morgan Stanley Dean Witter High Income Advantage Trust
(5) Morgan Stanley Dean Witter High Income Advantage Trust II
(6) Morgan Stanley Dean Witter High Income Advantage Trust III
(7) Morgan Stanley Dean Witter Income Securities Inc.
(8) Morgan Stanley Dean Witter Insured California Municipal Securities
(9) Morgan Stanley Dean Witter Insured Municipal Bond Trust
(10) Morgan Stanley Dean Witter Insured Municipal Income Trust
(11) Morgan Stanley Dean Witter Insured Municipal Securities
(12) Morgan Stanley Dean Witter Insured Municipal Trust
(13) Morgan Stanley Dean Witter Municipal Income Opportunities Trust
(14) Morgan Stanley Dean Witter Municipal Income Opportunities Trust II
(15) Morgan Stanley Dean Witter Municipal Income Opportunities Trust III
(16) Morgan Stanley Dean Witter Municipal Income Trust
(17) Morgan Stanley Dean Witter Municipal Income Trust II

<PAGE>

(18) Morgan Stanley Dean Witter Municipal Income Trust III
(19) Morgan Stanley Dean Witter Municipal Premium Income Trust
(20) Morgan Stanley Dean Witter New York Quality Municipal Securities
(21) Morgan Stanley Dean Witter Prime Income Trust
(22) Morgan Stanley Dean Witter Quality Municipal Income Trust
(23) Morgan Stanley Dean Witter Quality Municipal Investment Trust
(24) Morgan Stanley Dean Witter Quality Municipal Securities

OPEN-END INVESTMENT COMPANIES
(1) Active Assets California Tax-Free Trust
(2) Active Assets Government Securities Trust
(3) Active Assets Institutional Money Trust
(4) Active Assets Money Trust
(5) Active Assets Premier Money Trust
(6) Active Assets Tax-Free Trust
(7) Morgan Stanley Dean Witter 21st Century Trend Fund
(8) Morgan Stanley Dean Witter Aggressive Equity Fund
(9) Morgan Stanley Dean Witter American Opportunities Fund
(10) Morgan Stanley Dean Witter Balanced Growth Fund
(11) Morgan Stanley Dean Witter Balanced Income Fund
(12) Morgan Stanley Dean Witter California Tax-Free Daily Income Trust
(13) Morgan Stanley Dean Witter California Tax-Free Income Fund
(14) Morgan Stanley Dean Witter Capital Growth Securities
(15) Morgan Stanley Dean Witter Competitive Edge Fund, "BEST IDEAS
PORTFOLIO"
(16) Morgan Stanley Dean Witter Convertible Securities Trust
(17) Morgan Stanley Dean Witter Developing Growth Securities Trust
(18) Morgan Stanley Dean Witter Diversified Income Trust
(19) Morgan Stanley Dean Witter Dividend Growth Securities Inc.
(20) Morgan Stanley Dean Witter Equity Fund
(21) Morgan Stanley Dean Witter European Growth Fund Inc.
(22) Morgan Stanley Dean Witter Federal Securities Trust
(23) Morgan Stanley Dean Witter Financial Services Trust
(24) Morgan Stanley Dean Witter Fund of Funds
(25) Morgan Stanley Dean Witter Global Dividend Growth Securities
(26) Morgan Stanley Dean Witter Global Utilities Fund
(27) Morgan Stanley Dean Witter Growth Fund
(28) Morgan Stanley Dean Witter Hawaii Municipal Trust
(29) Morgan Stanley Dean Witter Health Sciences Trust
(30) Morgan Stanley Dean Witter High Yield Securities Inc.
(31) Morgan Stanley Dean Witter Income Builder Fund
(32) Morgan Stanley Dean Witter Information Fund
(33) Morgan Stanley Dean Witter Intermediate Income Securities
(34) Morgan Stanley Dean Witter International Fund
(35) Morgan Stanley Dean Witter International SmallCap Fund
(36) Morgan Stanley Dean Witter Japan Fund
(37) Morgan Stanley Dean Witter Latin American Growth Fund
(38) Morgan Stanley Dean Witter Limited Term Municipal Trust
(39) Morgan Stanley Dean Witter Liquid Asset Fund Inc.
(40) Morgan Stanley Dean Witter Market Leader Trust
(41) Morgan Stanley Dean Witter Mid-Cap Equity Trust
(42) Morgan Stanley Dean Witter Multi-State Municipal Series Trust

<PAGE>

(43) Morgan Stanley Dean Witter Natural Resource Development Securities Inc.
(44) Morgan Stanley Dean Witter New Discoveries Fund
(45) Morgan Stanley Dean Witter New York Municipal Money Market Trust
(46) Morgan Stanley Dean Witter New York Tax-Free Income Fund
(47) Morgan Stanley Dean Witter Next Generation Trust
(48) Morgan Stanley Dean Witter North American Government Income Trust
(49) Morgan Stanley Dean Witter Pacific Growth Fund Inc.
(50) Morgan Stanley Dean Witter Real Estate Fund
(51) Morgan Stanley Dean Witter S&P 500 Index Fund
(52) Morgan Stanley Dean Witter S&P 500 Select Fund
(53) Morgan Stanley Dean Witter Select Dimensions Investment Series
(54) Morgan Stanley Dean Witter Select Municipal Reinvestment Fund
(55) Morgan Stanley Dean Witter Short-Term Bond Fund
(56) Morgan Stanley Dean Witter Short-Term U.S. Treasury Trust
(57) Morgan Stanley Dean Witter Small Cap Growth Fund
(58) Morgan Stanley Dean Witter Special Value Fund
(59) Morgan Stanley Dean Witter Strategist Fund
(60) Morgan Stanley Dean Witter Tax-Exempt Securities Trust
(61) Morgan Stanley Dean Witter Tax-Free Daily Income Trust
(62) Morgan Stanley Dean Witter Tax-Managed Growth Fund
(63) Morgan Stanley Dean Witter Technology Fund
(64) Morgan Stanley Dean Witter Total Market Index Fund
(65) Morgan Stanley Dean Witter Total Return Trust
(66) Morgan Stanley Dean Witter U.S. Government Money Market Trust
(67) Morgan Stanley Dean Witter U.S. Government Securities Trust
(68) Morgan Stanley Dean Witter Utilities Fund
(69) Morgan Stanley Dean Witter Value-Added Market Series
(70) Morgan Stanley Dean Witter Value Fund
(71) Morgan Stanley Dean Witter Variable Investment Series
(72) Morgan Stanley Dean Witter World Wide Income Trust

<TABLE>
<CAPTION>
NAME AND POSITION WITH OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
MORGAN STANLEY DEAN OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
WITTER ADVISORS INC. AND NATURE OF CONNECTION
-------------------- -----------------------------------------------------
<S> <C>
Mitchell M. Merin President and Chief Operating Officer of Asset
President, Chief Management of Morgan Stanley Dean Witter & Co.
Executive Officer and ("MSDW); Chairman, Chief Executive Officer and Director
Director of Morgan Stanley Dean Witter Distributors Inc.
("MSDW Distributors") and Morgan Stanley Dean Witter
Trust FSB ("MSDW Trust"); President, Chief Executive
Officer and Director of Morgan Stanley Dean Witter
Services Company Inc. ("MSDW Services"); President of
the Morgan Stanley Dean Witter Funds; Executive Vice
President and Director of Dean Witter Reynolds Inc.
("DWR"); Director of various MSDW subsidiaries;
Trustee of various Van Kampen investment companies.
</TABLE>

<PAGE>

Joseph J. McAlinden Vice President of the Morgan Stanley Dean Witter Funds;
Executive Vice President Director of MSDW Trust.
and Chief Investment
Officer

Ronald E. Robison Executive Vice President, Chief Administrative Officer
Executive Vice President, and Director of MSDW Services; Vice President of the
Chief Administrative Morgan Stanley Dean Witter Funds.
Officer and Director

Edward C. Oelsner, III
Executive Vice President

Joseph R. Arcieri Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

Peter M. Avelar Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.
and Director of the High
Yield Group

Mark Bavoso Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

Douglas Brown
Senior Vice President

Rosalie Clough
Senior Vice President
and Director of Marketing

Richard G. DeSalvo
Senior Vice President
and Director of Investment
Management Services

Richard Felegy
Senior Vice President
</TABLE>

<PAGE>

Edward F. Gaylor Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.
Director of the Research
Group

Robert S. Giambrone Senior Vice President of MSDW Services, MSDW
Senior Vice President Distributors and MSDW Trust and Director of
MSDW Trust; Vice President of the Morgan
Stanley Dean Witter Funds.

Rajesh K. Gupta Vice President of various Morgan Stanley Dean Witter
Senior Vice President, Funds.
Director of the Taxable
Fixed Income Group and
Chief Administrative Officer -
Investments

Kenton J. Hinchliffe Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

Kevin Hurley Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

Jenny Beth Jones Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

Michelle Kaufman Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

John B. Kemp, III President of MSDW Distributors.
Senior Vice President

Anita H. Kolleeny Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.
and Director of Sector
Rotation

Jonathan R. Page Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.
and Director of the Money
Market Group

Ira N. Ross Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.
</TABLE>

<PAGE>

Rochelle G. Siegel Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

James Solloway Jr.
Senior Vice President

Katherine H. Stromberg Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.

Paul D. Vance Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.
and Director of the Growth
and Income Group

Elizabeth A. Vetell
Senior Vice President
and Director of Shareholder
Communication

James F. Willison Vice President of various Morgan Stanley Dean Witter
Senior Vice President Funds.
and Director of the
Tax-Exempt Fixed
Income Group

Raymond A. Basile
First Vice President

Thomas F. Caloia First Vice President and Assistant Treasurer of
First Vice President MSDW Services; Assistant Treasurer of MSDW
and Assistant Distributors; Treasurer and Chief Financial and Accounting
Treasurer Officer of the Morgan Stanley Dean Witter Funds.

Thomas Chronert
First Vice President

Richard Colville First Vice President and Controller of MSDW Services;
First Vice President Assistant Treasurer of MSDW Distributors; First Vice
and Controller President and Treasurer of MSDW Trust.
</TABLE>

<PAGE>

Salvatore DeSteno First Vice President of MSDW Services.
First Vice President

Peter W. Gurman
First Vice President

David Johnson
First Vice President

Stanley Kapica
First Vice President

Douglas J. Ketterer
First Vice President

Todd Lebo First Vice President and Assistant Secretary of MSDW
First Vice President and Services; Assistant Secretary of MSDW Distributors and
Assistant Secretary the Morgan Stanley Dean Witter Funds.

Lou Anne D. McInnis First Vice President and Assistant Secretary of MSDW
First Vice President and Services; Assistant Secretary of MSDW Distributors and
Assistant Secretary the Morgan Stanley Dean Witter Funds.

Carsten Otto First Vice President and Assistant Secretary of MSDW
First Vice President Services; Assistant Secretary of MSDW Distributors and
and Assistant Secretary the Morgan Stanley Dean Witter Funds.

Carl F. Sadler
First Vice President

Ruth Rossi First Vice President and Assistant Secretary of MSDW
First Vice President and Services; Assistant Secretary of MSDW Distributors and
Assistant Secretary the Morgan Stanley Dean Witter Funds.

James P. Wallin
First Vice President

Robert Abreu
Vice President

Dale Albright
Vice President
</TABLE>

<PAGE>

Andrew Arbenz Vice President of Morgan Stanley Dean Witter Global
Vice President Utilities Fund.

Sean Aurigemma
Vice President

Armon Bar-Tur Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Thomas A. Bergeron
Vice President

Philip Bernstein
Vice President

Dale Boettcher
Vice President

Michelina Calandrella
Vice President

Ronald Caldwell
Vice President

Joseph Cardwell
Vice President

Christie Carr-Waldron
Vice President

Liam Carroll
Vice President

Philip Casparius
Vice President

Annette Celenza
Vice President

Aaron Clark Vice President of Morgan Stanley Dean Witter Market
Vice President Leader Trust
</TABLE>

<PAGE>

Virginia Connors
Vice President

Michael J. Davey
Vice President

David Dineen Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

June Ewers
Vice President

Jeffrey D. Geffen Vice President of Morgan Stanley Dean Witter U.S.
Vice President Government Securities Trust

Sandra Gelpieryn
Vice President

Charmaine George
Vice President

Michael Geringer
Vice President

Gail Gerrity Burke
Vice President

Peter Gewirtz
Vice President

Mina Gitsevich
Vice President
Ellen Gold
Vice President

Amy Golub
Vice President

Stephen Greenhut
Vice President

Joan Hamilton
Vice President
</TABLE>

<PAGE>

Matthew T. Haynes Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Peter Hermann Jr. Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

David T. Hoffman
Vice President

Thomas G. Hudson II
Vice President

Linda Jones
Vice President

Norman Jones
Vice President

Kevin Jung Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Carol Espejo-Kane
Vice President

Nancy Karole Kennedy
Vice President

Paula LaCosta Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Kimberly LaHart
Vice President

Thomas Lawlor
Vice President

Lester Lay
Vice President

Phuong Le
Vice President

Gerard J. Lian Vice President of various Morgan Stanley Dean Witter
Vice President Funds.
</TABLE>

<PAGE>

Nancy Login Cole
Vice President

Sharon Loguercio
Vice President

Stephanie Lovinger
Vice President

Steven MacNamara
Vice President

Catherine Maniscalco Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Peter R. McDowell
Vice President

Albert McGarity
Vice President

Teresa McRoberts Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Mark Mitchell
Vice President

Thomas Moore
Vice President

Julie Morrone Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Mary Beth Mueller
Vice President

David Myers Vice President of Morgan Stanley Dean Witter Natural
Vice President Resource Development Securities Inc.

James Nash
Vice President

Daniel Niland
Vice President
</TABLE>

<PAGE>

Hilary A. O'Neill
Vice President

Steven Orlov
Vice President

Mori Paulsen
Vice President

Anne Pickrell
Vice President

Reginald Rigaud
Vice President

Frances Roman
Vice President

Dawn Rorke
Vice President

John Roscoe Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Hugh Rose
Vice President

Robert Rossetti Vice President of Morgan Stanley Dean Witter Competitive
Vice President Edge Fund.

Sally Sancimino Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Deborah Santaniello
Vice President

Patrice Saunders
Vice President

Donna Savoca
Vice President

Howard A. Schloss Vice President of Morgan Stanley Dean Witter Federal
Vice President Securities Trust.
</TABLE>

<PAGE>

Peter J. Seeley Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Ronald B. Silvestri Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

Herbert Simon
Vice President

Martha Slezak
Vice President

Frank Smith
Vice President

Otha Smith
Vice President

Stuart Smith
Vice President

Robert Stearns
Vice President

Naomi Stein
Vice President

William Stevens
Vice President

Michael Strayhorn
Vice President

Marybeth Swisher
Vice President

Michael Thayer
Vice President

Bradford Thomas
Vice President

Barbara Toich
Vice President
</TABLE>

<PAGE>

Frank Vindigni
Vice President

David Walsh
Vice President

Alice Weiss Vice President of various Morgan Stanley Dean Witter
Vice President Funds.

John Wong
Vice President
</TABLE>

The principal address of MSDW Advisors, MSDW Services, MSDW
Distributors, DWR, and the Morgan Stanley Dean Witter Funds is Two World Trade
Center, New York, New York 10048. The principal address of MSDW is 1585
Broadway, New York, New York 10036. The principal address of MSDW Trust is 2
Harborside Financial Center, Jersey City, New Jersey 07311.

Item 27. PRINCIPAL UNDERWRITERS

(a) Morgan Stanley Dean Witter Distributors Inc. ("MSDW Distributors"), a
Delaware corporation, is the principal underwriter of the Registrant. MSDW
Distributors is also the principal underwriter of the following investment
companies:

(1) Active Assets California Tax-Free Trust
(2) Active Assets Government Securities Trust
(3) Active Assets Institutional Money Trust
(4) Active Assets Money Trust
(5) Active Assets Premier Money Trust
(6) Active Assets Tax-Free Trust
(7) Morgan Stanley Dean Witter 21st Century Trend Fund
(8) Morgan Stanley Dean Witter Aggressive Equity Fund
(9) Morgan Stanley Dean Witter American Opportunities Fund
(10) Morgan Stanley Dean Witter Balanced Growth Fund
(11) Morgan Stanley Dean Witter Balanced Income Fund
(12) Morgan Stanley Dean Witter California Tax-Free Daily Income Trust
(13) Morgan Stanley Dean Witter California Tax-Free Income Fund
(14) Morgan Stanley Dean Witter Capital Growth Securities
(15) Morgan Stanley Dean Witter Competitive Edge Fund, "BEST
IDEAS PORTFOLIO"
(16) Morgan Stanley Dean Witter Convertible Securities Trust
(17) Morgan Stanley Dean Witter Developing Growth Securities Trust
(18) Morgan Stanley Dean Witter Diversified Income Trust
(19) Morgan Stanley Dean Witter Dividend Growth Securities Inc.
(20) Morgan Stanley Dean Witter Equity Fund

<PAGE>

(21) Morgan Stanley Dean Witter European Growth Fund Inc.
(22) Morgan Stanley Dean Witter Federal Securities Trust
(23) Morgan Stanley Dean Witter Financial Services Trust
(24) Morgan Stanley Dean Witter Fund of Funds
(25) Morgan Stanley Dean Witter Global Dividend Growth Securities
(26) Morgan Stanley Dean Witter Global Utilities Fund
(27) Morgan Stanley Dean Witter Growth Fund
(28) Morgan Stanley Dean Witter Hawaii Municipal Trust
(29) Morgan Stanley Dean Witter Health Sciences Trust
(30) Morgan Stanley Dean Witter High Yield Securities Inc.
(31) Morgan Stanley Dean Witter Income Builder Fund
(32) Morgan Stanley Dean Witter Information Fund
(33) Morgan Stanley Dean Witter Intermediate Income Securities
(34) Morgan Stanley Dean Witter International Fund
(35) Morgan Stanley Dean Witter International SmallCap Fund
(36) Morgan Stanley Dean Witter Japan Fund
(37) Morgan Stanley Dean Witter Latin American Growth Fund
(38) Morgan Stanley Dean Witter Limited Term Municipal Trust
(39) Morgan Stanley Dean Witter Liquid Asset Fund Inc.
(40) Morgan Stanley Dean Witter Market Leader Trust
(41) Morgan Stanley Dean Witter Mid-Cap Equity Trust
(42) Morgan Stanley Dean Witter Multi-State Municipal Series Trust
(43) Morgan Stanley Dean Witter Natural Resource Development Securities Inc.
(44) Morgan Stanley Dean Witter New Discoveries Fund
(45) Morgan Stanley Dean Witter New York Municipal Money Market Trust
(46) Morgan Stanley Dean Witter New York Tax-Free Income Fund
(47) Morgan Stanley Dean Witter Next Generation Trust
(48) Morgan Stanley Dean Witter North American Government Income Trust
(49) Morgan Stanley Dean Witter Pacific Growth Fund Inc.
(50) Morgan Stanley Dean Witter Prime Income Trust
(51) Morgan Stanley Dean Witter Real Estate Fund
(52) Morgan Stanley Dean Witter S&P 500 Index Fund
(53) Morgan Stanley Dean Witter S&P 500 Select Fund
(54) Morgan Stanley Dean Witter Short-Term Bond Fund
(55) Morgan Stanley Dean Witter Short-Term U.S. Treasury Trust
(56) Morgan Stanley Dean Witter Small Cap Growth Fund
(57) Morgan Stanley Dean Witter Special Value Fund
(58) Morgan Stanley Dean Witter Strategist Fund
(59) Morgan Stanley Dean Witter Tax-Exempt Securities Trust
(60) Morgan Stanley Dean Witter Tax-Free Daily Income Trust
(61) Morgan Stanley Dean Witter Tax-Managed Growth Fund
(62) Morgan Stanley Dean Witter Technology Fund
(63) Morgan Stanley Dean Witter Total Market Index Fund
(64) Morgan Stanley Dean Witter Total Return Trust
(65) Morgan Stanley Dean Witter U.S. Government Money Market Trust
(66) Morgan Stanley Dean Witter U.S. Government Securities Trust
(67) Morgan Stanley Dean Witter Utilities Fund
(68) Morgan Stanley Dean Witter Value-Added Market Series
(69) Morgan Stanley Dean Witter Value Fund
(70) Morgan Stanley Dean Witter Variable Investment Series
(71) Morgan Stanley Dean Witter World Wide Income Trust

<PAGE>

(b) The following information is given regarding directors and officers of MSDW
Distributors not listed in Item 26 above. The principal address of MSDW
Distributors is Two World Trade Center, New York, New York 10048. Other than
Messrs. Higgins and Purcell, who are Trustees of the Registrant, none of the
following persons has any position or office with the Registrant.

Name Positions and Office With MSDW Distributors
---- -------------------------------------------
James F. Higgins Director

Philip J. Purcell Director

John Schaeffer Director

Charles Vadala Senior Vice President and Financial Principal.

Item 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained by the Investment Manager at its offices, except records relating to
holders of shares issued by the Registrant, which are maintained by the
Registrant's Transfer Agent, at its place of business as shown in the
prospectus.

Item 29. MANAGEMENT SERVICES

Registrant is not a party to any such management-related service
contract.

Item 30. UNDERTAKINGS

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York on the 19th day of October, 2000.

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.

By /s/ Barry Fink
----------------------------------
Barry Fink
Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 38 has been signed below by the following persons
in the capacities and on the dates indicated.

Signatures Title Date
---------- ----- ----
(1) Principal Executive Officer Chief Executive Officer,
Director and Chairman
By /s/ Charles A. Fiumefreddo 10/19/00
---------------------------------
Charles A. Fiumefreddo

(2) Principal Financial Officer Treasurer and Principal
Accounting Officer

By /s/ Thomas F. Caloia 10/19/00
---------------------------------
Thomas F. Caloia

(3) Majority of the Directors

Charles A. Fiumefreddo (Chairman)
Philip J. Purcell
James F. Higgins

By /s/ Barry Fink 10/19/00
---------------------------------
Barry Fink
Attorney-in-Fact

Michael Bozic Manuel H. Johnson
Edwin J. Garn Michael E. Nugent
Wayne E. Hedien John L. Schroeder

By /s/ David M. Butowsky 10/19/00
---------------------------------
David M. Butowsky
Attorney-in-Fact

<PAGE>

MORGAN STANLEY DEAN WITTER LIQUID ASSET FUND INC.

EXHIBIT INDEX

8 (a). Amended and Restated Transfer Agency and Service Agreement.

10 (a). Consent of Independent Auditors.

10 (b). Consent of PricewaterhouseCoopers LLP.

16 (a). Codes of Ethics of Morgan Stanley Dean Witter Advisors Inc., Morgan
Stanley Dean Witter Services Company Inc. and Morgan Stanley Dean
Witter Distributors Inc.

16 (b). Code of Ethics of the Morgan Stanley Dean Witter Funds.

Other. Power of Attorney of James F. Higgins.