<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
TCW/DW Mid-Cap Equity Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Carsten Otto
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state how
it was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TCW/DW MID-CAP EQUITY TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 8, 1999
A special meeting of shareholders (the "Meeting") of TCW/DW MID-CAP EQUITY
TRUST (the "Fund"), an unincorporated business trust organized under the laws
of the Commonwealth of Massachusetts, will be held in Conference Room A,
Forty-Fourth Floor, Two World Trade Center, New York, New York 10048, on June
8, 1999, at 9:00 a.m., New York City time, for the following purposes:
1. To approve or disapprove a new investment management agreement (the
"New Investment Management Agreement") between the Fund and Morgan
Stanley Dean Witter Advisors Inc.;
2. To approve or disapprove a new sub-advisory agreement (the "New
Sub-Advisory Agreement") between Morgan Stanley Dean Witter Advisors Inc.
and TCW Funds Management, Inc.;
3. To elect or re-elect, as appropriate, eight (8) Fund Trustees to
serve until their successors are elected and qualified; and
4. To transact other business that may properly come before the
Meeting or any adjournments thereof.
Upon the effectiveness of the Proposals, the Fund would change its name
from "TCW/DW Mid-Cap Equity Trust" to "Morgan Stanley Dean Witter Mid-Cap
Equity Trust."
Shareholders of record as of the close of business on March 12, 1999 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose. Alternatively, if you are eligible to vote telephonically by
touchtone telephone or electronically on the Internet (as discussed in the
enclosed Proxy Statement), you may do so in lieu of attending the Meeting in
person.
In the event that the necessary quorum to transact business at the Meeting
or the vote required to approve or reject any proposal is not obtained, the
persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will require
the affirmative vote of the holders of a majority of the Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies
will vote in favor of such adjournment those proxies which they are entitled
to vote in favor of Proposal 1 set forth herein and will vote against any
such adjournment those proxies to be voted against such Proposal.
BARRY FINK
Secretary
March 23, 1999
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS
TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
CERTAIN SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE
TELEPHONE OR ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS
CONTAINED ON THEIR PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE:
o FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
o FOR APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT.
o FOR THE ELECTION OF ALL OF THE TRUSTEES NOMINATED FOR ELECTION OR
RE-ELECTION.
YOUR VOTE IS IMPORTANT
<PAGE>
TCW/DW MID-CAP EQUITY TRUST
Two World Trade Center, New York, New York 10048
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JUNE 8, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of TCW/DW MID-CAP EQUITY TRUST (the
"Fund") for use at the special meeting (the "Meeting") of shareholders of the
Fund to be held on June 8, 1999, and at any adjournments thereof.
If the enclosed proxy card is properly executed and returned in time to be
voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked on the
card. Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of each Proposal as set forth in the attached Notice of
Special Meeting of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation to the
Secretary of the Fund, execution and delivery (whether by mail or, as
discussed below, by touchtone telephone or the Internet) of a later dated
proxy to the Secretary of the Fund (if returned and received in time to be
voted) or attendance and voting at the Meeting. Attendance at the Meeting
will not in and of itself revoke a proxy.
Shareholders of record as of the close of business on March 12, 1999, the
record date for the determination of shareholders entitled to notice of and
to vote at the Meeting (the "Record Date"), are entitled to one vote for each
share held and a fractional vote for a fractional share. On the Record Date,
there were 13,289,195 shares of beneficial interest of the Fund outstanding.
The following persons were known to own of record or beneficially 5% or more
of the outstanding shares of a Class of the Fund as of the Record Date: Class
A -Reed A. Larson & Joyce A. Larson, JTWROS, N7766 Hwy 26, Watertown, WI
53094-9440 (10.3%) and Blush & Co., P.O. Box 976, New York, NY 10268-0976
(7.7%); Class C -Adam J. Gilburne, 5104 Greystone Way, Birmingham, AL
35242-7200 (6.7%); and Class D -Morgan Stanley Dean Witter Advisors Inc.,
Attn: Maurice Benrihem, 2 World Trade Center, 70th Fl., New York, NY
10048-0203 (99.9%). The Trustees and officers of the Fund, together, owned
less than 1% of the Fund's outstanding shares on that date. The percentage
ownership of shares of the Fund changes from time to time depending on
purchases and sales by shareholders and the total number of shares
outstanding.
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$53,000, will be borne by the Fund. The solicitation of proxies will be by
mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Trustees and officers of the Fund and officers and regular
employees of Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"),
Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"), Morgan Stanley Dean
Witter Services Company Inc. ("MSDW Services") and/or Dean Witter Reynolds
Inc. ("DWR"), without special compensation. The first mailing of this Proxy
Statement is expected to be made on or about March 23, 1999.
Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card
<PAGE>
accompanying this Proxy Statement. To vote by touchtone telephone,
shareholders can call the toll-free number 1-800-690-6903. To vote by
Internet, shareholders can access the websites www.msdwt.com or
www.proxyvote.com. Telephonic and Internet voting with MSDW Trust presently
are not available to shareholders whose shares are held in street name.
In certain instances, MSDW Trust, an affiliate of MSDW Advisors, may call
shareholders to ask if they would be willing to have their votes recorded by
telephone. This telephone voting procedure is designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions, and to confirm that their
instructions have been recorded properly. No recommendation will be made as
to how a shareholder should vote on a Proposal other than to refer to the
recommendation of the Board. The Fund has been advised by counsel that these
procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the shareholders' instructions have been recorded correctly
they will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a shareholder's vote may be taken by
telephone, each shareholder will receive a copy of this Proxy Statement and
may vote by mail using the enclosed proxy card or by touchtone telephone or
the Internet as set forth above. The last proxy vote received in time to be
voted, whether by proxy card, touchtone telephone or Internet will be the
vote that is counted and will revoke all previous votes by the shareholder.
(1) APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT MANAGEMENT AGREEMENT
THE PROPOSAL
The Fund's current investment advisor is TCW Funds Management, Inc.
("TCW"). In accordance with an investment advisory agreement (the "Current
Advisory Agreement"), TCW invests the Fund's assets, including placing orders
for the purchase and sale of portfolio securities. The Fund's current manager
is MSDW Services, which is a wholly-owned subsidiary of MSDW Advisors. Under
a management agreement (the "Current Management Agreement"), MSDW Services
manages the Fund's business affairs, supervises its overall day-to-day
operations (other than rendering investment advice), and provides all
administrative services to the Fund.
It is proposed, that, as part of an overall consolidation of the TCW/DW
Family of Funds and the Morgan Stanley Dean Witter Family of Funds, the Fund
engage MSDW Advisors to serve as its new investment manager. MSDW Advisors
would be responsible to the Fund for the services that MSDW Services
currently is providing to the Fund. In addition, the Current Advisory
Agreement and the Current Management Agreement would be terminated. It is
also proposed that the Fund engage TCW to serve as sub-advisor to the Fund
(see Proposal 2 below). Under the overall supervision of MSDW Advisors, TCW
would be responsible for investing the Fund's assets. MSDW Advisors is a
wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW").
Implementation of the proposals would result in the Fund becoming part of
the Morgan Stanley Dean Witter Fund complex. Shareholders would thereby be
afforded exchange privileges with the other funds in the Morgan Stanley Dean
Witter Fund complex. In addition, TCW, as sub-advisor, would continue to have
responsibility for investing the assets of the Fund, subject to the oversight
of MSDW Advisors.
On February 25, 1999, the Board of Trustees met in person for the purpose
of considering whether it would be in the best interests of the Fund and its
shareholders to enter into a new investment management agreement (the "New
Investment Management Agreement") between the Fund and MSDW Advisors. A form
of the New Investment Management Agreement is attached to this Proxy
Statement as Exhibit A. At the Board meeting,
2
<PAGE>
and for the reasons discussed below, the Board, including a majority of the
Trustees who are not "interested persons" as defined in the Investment
Company Act of 1940 (the "Independent Trustees"), unanimously approved the
New Investment Management Agreement and recommended its approval by
shareholders.
If approved by shareholders, the New Investment Management Agreement will
continue in effect for an initial term expiring April 30, 2000. It will be
continued in effect from year to year thereafter if the continuance is
approved by the Board or by a majority of the outstanding voting securities
of the Fund and, in either event, by the vote cast in person of a majority of
the Independent Trustees. In the event that shareholders do not approve the
New Investment Management Agreement, the Board will take such action, if any,
as it deems to be in the best interests of the Fund and its shareholders.
THE BOARD'S CONSIDERATION
At a special meeting of the Fund's Independent Trustees held on February
24, 1999 at which a majority of the Independent Trustees was present, and a
meeting of the Board on February 25, 1999, the Trustees evaluated the New
Investment Management Agreement. Prior to and during the meetings, the
Trustees requested and received all information they deemed necessary to
enable them to determine whether the New Investment Management Agreement is
in the best interests of the Fund and its shareholders. They were assisted in
their review and deliberations by independent legal counsel. In determining
whether to approve the New Investment Management Agreement, the Trustees
assessed MSDW Advisors' ability to provide services to the Fund of the same
scope and quality as are presently provided. They also considered MSDW
Advisors' organizational depth, reputation and experience. In addition, they
took into account MSDW Advisors' personnel and operations. The Board also
considered that the fee rate under the New Investment Management Agreement
with respect to the portion of daily net assets not exceeding $500 million
would be 0.25% lower and with respect to the portion of daily net assets
exceeding $500 million would be 0.275% lower than the total aggregate fee
rate currently in effect under the Current Management and Advisory
Agreements. The Board considered the confluence of all these factors in
arriving at its decision to approve the appointment of MSDW Advisors and no
one factor was given any greater weight than any of the others.
Based upon the Trustees' review and the evaluations of the materials they
received, and after consideration of all factors they deemed relevant, the
Trustees, including a majority of the Independent Trustees, determined that
the New Investment Management Agreement is in the best interests of the Fund
and its shareholders. ACCORDINGLY, THE BOARD, INCLUDING A MAJORITY OF THE
INDEPENDENT TRUSTEES, APPROVED THE NEW INVESTMENT MANAGEMENT AGREEMENT AND
VOTED TO RECOMMEND APPROVAL BY SHAREHOLDERS.
THE CURRENT MANAGEMENT AGREEMENT AND THE CURRENT ADVISORY AGREEMENT
The Current Management Agreement requires MSDW Services, as investment
manager, to manage the Fund's business affairs, supervise its overall
day-to-day operations (other than rendering investment advice), and provide
all administrative services to the Fund. Under the terms of the Current
Management Agreement, MSDW Services also maintains certain of the Fund's
books and records and furnishes, at its own expense, the office space,
facilities, equipment, supplies, clerical help and bookkeeping that the Fund
may reasonably require to conduct its business. In addition, MSDW Services
pays the salaries of all personnel, including officers of the Fund, who are
its employees.
The Current Advisory Agreement requires that TCW invest the Fund's assets,
including placing orders for the purchase and sale of portfolio securities.
TCW also obtains and evaluates information and advice relating to the
economy, securities markets, and specific securities it deems necessary or
useful to continuously manage Fund assets in a manner consistent with the
Fund's investment objectives. TCW pays the salaries of all personnel,
including officers of the Fund, who are its employees.
Under the Current Advisory Agreement, the Fund is obligated to bear all of
the costs and expenses of its operation, except those specifically assumed by
TCW, MSDW Services, or Morgan Stanley Dean Witter
3
<PAGE>
Distributors Inc. (the "Distributor"), the Fund's distributor. These costs
and expenses include, without limitation: fees pursuant to any plan of
distribution that the Fund may adopt; charges and expenses of any custodian
appointed by the Fund for the safekeeping of its cash and portfolio
securities; brokers' commissions chargeable to the Fund; all costs and
expenses in connection with registration of the Fund and of its shares with
the Securities and Exchange Commission and various states and other
jurisdictions; the expense of printing and distributing Fund prospectuses;
all expenses of shareholders' and Trustees' meetings and of preparing,
printing and mailing proxy statements and reports to shareholders; fees and
travel expenses of Trustees who are not employees of the investment advisor;
and charges and expenses of legal counsel and independent accountants in
connection with any matter relating to the Fund.
The Current Advisory Agreement was first approved by the Board on November
29, 1995, and by MSDW Advisors as the then sole shareholder on November 30,
1995. After its initial term, the Current Advisory Agreement continues in
effect from year to year, provided that each continuance is approved by the
vote of a majority of the outstanding voting securities of the Fund or by the
Trustees, and, in either event, by the vote cast in person by a majority of
the Independent Trustees. The Trustees approved the Current Advisory
Agreement's continuation until April 30, 1999, at a meeting on April 30,
1998. The Current Advisory Agreement also provides that it may be terminated
at any time by the investment advisor, the Trustees or by a vote of a
majority of the outstanding voting securities of the Fund, in each instance
without the payment of any penalty, on thirty days' notice, and provides for
its automatic termination in the event of its assignment. If shareholders
approve the New Investment Management Agreement, the Current Advisory
Agreement and the Current Management Agreement will terminate when MSDW
Advisors has been appointed investment advisor to the Fund.
As full compensation for the services and facilities furnished to the Fund
and for expenses of the Fund assumed by MSDW Services, the Fund currently
pays MSDW Services monthly compensation calculated daily by applying the
annual rate of 0.60% to the Fund's net assets. As compensation for its
investment advisory services, the Fund currently pays TCW monthly
compensation calculated daily by applying an annual rate of 0.40% to the
Fund's net assets. For the fiscal year ended November 30, 1998, the Fund
accrued total compensation to MSDW Services and TCW amounting to 0.60% and
0.40%, respectively, of the Fund's average daily net assets.
MORGAN STANLEY DEAN WITTER ADVISORS
MSDW Advisors maintains its offices at Two World Trade Center, New York,
New York 10048. MSDW Advisors, which was incorporated in July 1992 under the
name Dean Witter InterCapital Inc., is a wholly-owned subsidiary of MSDW, a
preeminent global financial services firm that maintains leading market
positions in each of its primary businesses--securities, asset management and
credit services. MSDW's principal office is located at 1585 Broadway, New
York, New York 10036.
4
<PAGE>
Set forth below is the name and principal occupation of the principal
executive officer and each director of MSDW Advisors.
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
- --------------------------------------------------- ----------------------------------------------------------
<S> <C>
Mitchell M. Merin .......................... President and Chief Operating Officer of Asset Management
President, Chief Executive Officer and Director of MSDW; President, Chief Executive Officer and Director
of MSDW Services; Chairman, Chief Executive Officer and
Director of the Distributor and MSDW Trust; Vice President
of the Morgan Stanley Dean Witter Funds, TCW/DW Funds and
Discover Brokerage Index Series; Executive Vice President
and Director of DWR and Director of various MSDW
subsidiaries.
Ronald E. Robison .......................... Executive Vice President, Chief Administrative Officer and
Executive Vice President, Chief Administrative Director of MSDW Services; Vice President of the Morgan
Officer and Director Stanley Dean Witter Funds, TCW/DW Funds and Discover
Brokerage Index Series; formerly Chief Operating Officer
and Managing Director of TCW Funds Management, Inc.
Barry Fink ............................... Senior Vice President, Secretary, General Counsel and
Senior Vice President, Secretary, Director of MSDW Services; Senior Vice President,
General Counsel and Director Assistant Secretary and Assistant General Counsel of the
Distributor; Assistant Secretary of DWR; Vice President,
Secretary and General Counsel of the MSDW Funds, the
TCW/DW Funds and Discover Brokerage Index Series.
</TABLE>
The address for Messrs. Merin, Robison and Fink is Two World Trade Center,
New York, New York 10048.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors. Appendix I lists the investment companies for which
MSDW Advisors provides investment management or investment advisory services
and which have similar investment objectives to those of the Fund and sets
forth the fee rates payable to MSDW Advisors by these companies and their net
assets as of March 12, 1999. MSDW Services has its offices at Two World Trade
Center, New York, New York 10048.
The Distributor serves as the Fund's distributor. Like MSDW Advisors, the
Distributor is a wholly-owned subsidiary of MSDW. In accordance with the
Fund's Rule 12b-1 plan, the Fund pays the Distributor 12b-1 fees for
distribution related services. MSDW Trust, an affiliate of MSDW Advisors,
serves as transfer agent of the Fund. During its fiscal year ended November
30, 1998, the Fund paid distribution fees to the Distributor of $1,620,959
and paid transfer agency fees to MSDW Trust during the Fund's last fiscal
year of $242,766.
The Fund's brokerage transactions may be effected through DWR and Morgan
Stanley & Co. Incorporated ("MS & Co."), affiliated broker-dealers of the
Fund's Distributor. MS & Co. became an affiliate of the Fund's Distributor on
May 31, 1997. During the Fund's last fiscal year, it paid $645 to MS & Co. in
brokerage commissions. No brokerage commissions were paid to DWR. DWR and MS
& Co. are affiliated brokers of the Fund because DWR, MS & Co., and the
Distributor are under the common control of MSDW.
5
<PAGE>
THE NEW INVESTMENT MANAGEMENT AGREEMENT
The New Investment Management Agreement would provide that the Fund
retains MSDW Advisors to serve as investment manager to the Fund, subject to
the supervision of the Board of Trustees. Under the New Investment Management
Agreement, MSDW Advisors would be responsible to the Fund for all of the
services that are presently being provided in accordance with the Current
Management Agreement and the Current Advisory Agreement, except that the New
Investment Management Agreement would provide that MSDW Advisors could, at
its own expense, enter into a sub-advisory agreement with another money
manager, referred to as a sub-advisor. The sub-advisor would, subject to the
oversight of MSDW Advisors, make determinations as to the securities to be
purchased and sold by the Fund and the timing of such purchases and sales.
The management fee rates MSDW Advisors would charge the Fund under the New
Investment Management Agreement would be 0.75% of the portion of the Fund's
average daily net assets not exceeding $500 million and 0.725% of the portion
of the Fund's average daily net assets exceeding $500 million. THE FEE RATE
UNDER THE NEW INVESTMENT MANAGEMENT AGREEMENT WITH RESPECT TO THE PORTION OF
THE FUND'S AVERAGE DAILY NET ASSETS NOT EXCEEDING $500 MILLION WOULD BE 0.25%
LOWER AND WITH RESPECT TO THE PORTION OF THE FUND'S AVERAGE DAILY NET ASSETS
EXCEEDING $500 MILLION WOULD BE 0.275% LOWER THAN THE TOTAL AGGREGATE FEE
RATE CURRENTLY IN EFFECT UNDER THE CURRENT MANAGEMENT AGREEMENT AND THE
CURRENT ADVISORY AGREEMENT COMBINED. Had the advisory fee rate under the New
Investment Management Agreement been in effect during the Fund's last fiscal
year, the Fund would have paid $1,357,103 in advisory/management fees rather
than the aggregate amount of $1,809,470 it paid under the Current Management
Agreement and the Current Advisory Agreement.
EXCHANGE PRIVILEGES
Presently, shareholders may exchange Fund shares for shares of the same
class of any other TCW/DW multi-class fund. Fund shares also may be exchanged
for shares of TCW/DW North American Government Income Trust and for shares of
five Morgan Stanley Dean Witter money market funds. If shareholders approve
the New Investment Management Agreement, the Fund will become part of the
Morgan Stanley Dean Witter Fund complex. Consequently, shareholders then
would have similar exchange privileges with the other funds in the Morgan
Stanley Dean Witter Fund complex and would no longer be able to exchange Fund
shares for shares of TCW/DW multi-class funds and TCW/DW North American
Government Income Trust. Shareholders of the TCW/DW multi-class funds and
TCW/DW North American Government Income Trust are currently being asked to
consider proposals pursuant to which, if approved, the TCW/DW multi-class
funds and TCW/DW North American Government Income Trust would either become
or merge into a Morgan Stanley Dean Witter Fund or, in the case of TCW/DW
Emerging Markets Opportunities Trust, be liquidated.
REQUIRED VOTE
The New Investment Management Agreement cannot be implemented unless
approved at the Meeting, or any adjournment thereof, by a majority of the
outstanding voting securities of the Fund. A majority means the affirmative
vote of the holders of (a) 67% or more of the shares of the Fund present, in
person or by proxy, at the Meeting, if the holders of more than 50% of the
outstanding shares are present, or (b) more than 50% of the outstanding
shares of the Fund, whichever is less. Shareholders of all Classes of shares
vote collectively as one Class.
THE BOARD OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE NEW INVESTMENT MANAGEMENT AGREEMENT.
(2) APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN
MSDW ADVISORS AND TCW FUNDS MANAGEMENT, INC.
THE PROPOSAL
At the same meeting that the Board considered the New Investment
Management Agreement, it also met for the purpose of considering the
selection of TCW as sub-advisor and adoption of a new sub-advisory
6
<PAGE>
agreement (the "New Sub-Advisory Agreement"). At the Board meeting and for
the reasons discussed below, the Board, including all of the Independent
Trustees, unanimously approved the New Sub-Advisory Agreement and recommended
its approval by shareholders. Even if approved by shareholders, the New
Sub-Advisory Agreement will only take effect if shareholders also approve the
New Investment Management Agreement pursuant to Proposal 1.
THE BOARD'S CONSIDERATION
At the February 24, 1999 Independent Trustees meeting and the Board
meeting on February 25, 1999, the Trustees considered the performance of the
Fund. The Trustees also considered the quality and extent of the services
that TCW has provided as investment advisor to the Fund and proposed to
provide as sub-advisor, as well as the organizational depth, reputation and
experience of TCW in equity investing. The Board considered the confluence of
all these factors in arriving at its decision to approve the appointment of
TCW as sub-advisor and no one factor was given any greater weight than any of
the others. They were assisted in their review and deliberations by
independent legal counsel.
In addition, the Board reviewed and discussed the terms and provisions of
the New Sub-Advisory Agreement. Based on their consideration of these factors
and others that they deemed relevant, the Trustees determined that it would
be in the best interests of the Fund and its shareholders to select TCW to
serve as sub-advisor to the Fund pursuant to the New Sub-Advisory Agreement.
Accordingly, the Board, including a majority of the Independent Trustees,
approved the New Sub-Advisory Agreement and voted to recommend approval by
shareholders.
TCW FUNDS MANAGEMENT, INC.
TCW, a California corporation, is a wholly-owned subsidiary of The TCW
Group, Inc. (formerly TCW Management Company) ("The TCW Group"), a Nevada
corporation, whose direct and indirect subsidiaries, including Trust Company
of the West and TCW Asset Management Company, provide a variety of trust,
investment management and investment advisory services. As of December 31,
1998, TCW and its affiliates had approximately $55 billion under management
or committed to management. Robert A. Day may be deemed to be a control
person of TCW by virtue of the aggregate ownership of Mr. Day and his family
of more than 25% of the outstanding voting stock of The TCW Group. TCW is
headquartered at 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017.
Set forth below is the name and principal occupation of the principal
executive officer and each director of TCW.
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
- ------------------------------- ---------------------------------------------------------------------------
<S> <C>
Marc I. Stern ................. President and Director, The TCW Group; President, Vice Chairman and
Chairman and Director Director of TCW Asset Management Company; Executive Vice President, Group
Managing Director and Director of Trust Company of the West; Chairman and
Director of the TCW Galileo Funds, Inc.; Trustee of the TCW/DW Funds;
Director of Qualcomm, Incorporated (wireless communications); Director or
Trustee of various not-for-profit organizations.
7
<PAGE>
NAME AND TITLE PRINCIPAL OCCUPATION
- ------------------------------- ---------------------------------------------------------------------------
Thomas E. Larkin .............. Executive Vice President and Director, The TCW Group; President and
Vice Chairman and Director Director of Trust Company of the West; Vice Chairman and Director of TCW
Asset Management Company; Member of the Board of Trustees of the University
of Notre Dame; Director of Los Angeles Orthopaedic Hospital Foundation;
President and Director of TCW Galileo Funds, Inc.; Senior Vice President of
TCW Convertible Securities Fund, Inc.; President and Trustee of the TCW/DW
Funds.
Alvin R. Albe, Jr. ............ Executive Vice President of The TCW Group.
President, Chief Executive
Officer and Director
</TABLE>
The business address of the foregoing Directors and Executive Officers is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
Appendix II lists the investment companies for which TCW provides
investment management or investment advisory services and which have similar
investment objectives to those of the Fund and sets forth the fees payable to
TCW by such companies and their net assets as of March 12, 1999.
THE NEW SUB-ADVISORY AGREEMENT
The New Sub-Advisory Agreement, which would govern TCW's new relationship
with the Fund, would require TCW to provide the Fund with investment advisory
services. These advisory services would include, among other things,
obtaining and evaluating information and advice relating to the economy,
securities markets, and specific securities as it deems necessary or useful
to discharge its duties under the New Sub-Advisory Agreement. TCW would
continuously manage the assets of the Fund in a manner consistent with the
investment objective and policies of the Fund. It would determine the
securities to be purchased and sold by the Fund and the timing of such
purchases and sales. In addition, it would place purchase and sale orders on
behalf of the Fund.
TCW would, at its own expense, maintain staff and employ or retain
personnel and consult with such other persons as it determines to be
necessary or useful to the performance of its obligations under the New
Sub-Advisory Agreement. It also would bear the other costs of rendering the
investment advisory services, including any clerical help and bookkeeping
services that it may require.
In return for the services that TCW would render under the New
Sub-Advisory Agreement, MSDW Advisors would pay TCW monthly compensation
equal to 40% of the compensation it receives under the New Investment
Management Agreement. Any change in the New Investment Management Agreement
which has the effect of raising or lowering the compensation would have the
concomitant effect of raising or lowering the fee payable to TCW.
The New Sub-Advisory Agreement provides that, after its initial period of
effectiveness (the New Sub-Advisory Agreement expires April 30, 2000), it may
be continued in effect from year to year, provided that the continuance is
approved by the vote of a majority of the outstanding voting securities of
the Fund or by the Trustees of the Fund, and, in either event, by the vote
cast in person by a majority of the Independent Trustees at a meeting called
for that purpose.
The New Sub-Advisory Agreement also provides that it may be terminated at
any time by TCW, MSDW Advisors, the Fund's Board or by a vote of the majority
of the outstanding voting securities of the Fund, in each instance without
the payment of any penalty, on thirty days' notice. The New Sub-Advisory
Agreement also terminates in the event of the termination of the New
Investment Management Agreement or in the event of its assignment. A form of
the New Sub-Advisory Agreement is attached to this Proxy Statement as Exhibit
B.
8
<PAGE>
VOTE REQUIRED
The New Sub-Advisory Agreement cannot be implemented unless approved at
the Meeting by a majority of the outstanding voting securities of the Fund. A
majority vote in this context has the same meaning as a majority vote with
respect to the New Investment Management Agreement. Shareholders of all
Classes of shares vote collectively as one Class. In the event the
shareholders do not approve the New Sub-Advisory Agreement, the Board will
take action that it believes is in the best interests of the Fund and its
shareholders, which may include calling a special meeting of shareholders to
vote on another sub-advisory agreement.
THE BOARD OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE NEW SUB-ADVISORY AGREEMENT.
(3) ELECTION OF TRUSTEES
THE PROPOSAL
The number of Trustees of the Fund has been fixed by the Trustees,
pursuant to the Fund's Declaration of Trust at nine and, following the
anticipated retirement of Mr. John R. Haire on May 1, 1999, the number of
Trustees is anticipated to be fixed at eight. At the February 25, 1999 Board
meeting, the Trustees of the Fund nominated for election or re-election, as
appropriate, the following eight nominees to the Fund's Board of Trustees to
serve for indefinite terms: Michael Bozic, Charles A. Fiumefreddo, Edwin
Jacob (Jake) Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Michael E. Nugent,
Philip J. Purcell and John L. Schroeder. Messrs. Fiumefreddo, Johnson, Nugent
and Schroeder currently serve as Trustees of the Fund and were previously
elected by shareholders. Messrs. Bozic, Garn, Hedien and Purcell currently
hold directorships or trusteeships with 85 other investment companies that
file periodic reports with the Securities and Exchange Commission for which
MSDW Advisors acts as investment manager or investment advisor (the "Morgan
Stanley Dean Witter Funds"). Messrs. Bozic, Garn, Hedien and Purcell are
nominated to replace Messrs. Argue, DeMartini, Larkin and Stern who intend to
resign as Trustees, and they would commence service at the time the New
Investment Management Agreement takes effect.
The following information regarding each of the nominees for election as
Trustee includes principal occupations and employment for at least the last
five years, age, shares of the Fund owned, if any, as of March 12, 1999
(shown in parentheses), positions with the Fund and directorships or
trusteeships with the Morgan Stanley Dean Witter Funds.
The nominees for Trustee to be elected or re-elected at the Meeting are:
MICHAEL BOZIC, Trustee/Director of the Morgan Stanley Dean Witter Funds
since April 1994; age 58; Vice Chairman of Kmart Corporation (since December
1998); Trustee of Discover Brokerage Index Series; formerly Chairman and
Chief Executive Officer of Levitz Furniture Corporation (November
1995-November 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 Eaglemark
Financial Services, Inc. and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO,* Chairman and Trustee/Director of the Morgan
Stanley Dean Witter Funds since July 1991; age 65, President and Chief
Executive Officer of the Morgan Stanley Dean Witter Funds; Chairman, Chief
Executive Officer and Trustee of the TCW/DW Funds; Trustee of Discover
Brokerage Index Series; formerly Chairman, Chief Executive Officer and
Director of MSDW Advisors, MSDW Services and the
- ------------
* Mr. Fiumefreddo is an "interested person" of the Fund within the meaning of
the Investment Company Act of 1940. This means he is not an Independent
Trustee of the Fund because he was until recently an officer or director of
various MSDW subsidiaries.
9
<PAGE>
Distributor, Executive Vice President and Director of DWR, Chairman and
Director of MSDW Trust and Director and/or officer of various MSDW
subsidiaries (until June, 1998).
EDWIN JACOB (JAKE) GARN, Trustee/Director of the Morgan Stanley Dean
Witter Funds since January 1993; age 66; Trustee of Discover Brokerage Index
Series; formerly United States Senator (R-Utah) (1974-1992) and Chairman,
Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake City, Utah
(1971-1974); formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985);
Vice Chairman, Huntsman Corporation; Director of Franklin Covey (time
management systems), John Alden Financial Corp. (health insurance), United
Space Alliance (joint venture between Lockheed Martin and the Boeing Company)
and Nuskin Asia Pacific (multilevel marketing); member of the board of
various civic and charitable organizations.
WAYNE E. HEDIEN, Trustee/Director of the Morgan Stanley Dean Witter Funds
since September 1997; age 65; Retired; Trustee of Discover Brokerage Index
Series; Director of The PMI Group, Inc. (private mortgage insurance); Trustee
and Vice Chairman of The Field Museum of Natural History; formerly associated
with 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.
MANUEL H. JOHNSON, Trustee/Director of the Morgan Stanley Dean Witter
Funds since July 1991; age 50; Senior Partner, Johnson Smick International,
Inc., a consulting firm; Co-Chairman and a founder of the Group of Seven
Council (G7C), an international economic commission; Trustee of the TCW/DW
Funds; Trustee of Discover Brokerage Index Series; Director of NASDAQ (since
June 1995); Director of Greenwich Capital Markets, Inc. (broker-dealer) 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 (1986-1990) and Assistant Secretary of the U.S.
Treasury.
MICHAEL E. NUGENT, Trustee/Director of the Morgan Stanley Dean Witter
Funds since July, 1991; age 62; General Partner, Triumph Capital, L.P., a
private investment partnership; Trustee of the TCW/DW Funds; Trustee of
Discover Brokerage Index Series; formerly Vice President, Bankers Trust
Company and BT Capital Corporation (1984-1988); director of various business
organizations.
PHILIP J. PURCELL,** (10,000 shares) Trustee/Director of the Morgan
Stanley Dean Witter Funds since April 1994; age 55; Chairman of the Board of
Directors and Chief Executive Officer of MSDW, DWR and Novus Credit Services
Inc.; Director of the Distributor; Trustee of Discover Brokerage Index
Series; Director and/or officer of various MSDW subsidiaries.
JOHN L. SCHROEDER, Trustee/Director of the Morgan Stanley Dean Witter
Funds since April 1994; age 68; Retired; Trustee of the TCW/DW Funds; Trustee
of Discover Brokerage Index Series; Director of Citizens Utilities Company;
formerly Executive Vice President and Chief Investment Officer of the Home
Insurance Company (August 1991-September 1995).
The executive officers of the Fund are: Barry Fink, Vice President,
Secretary and General Counsel; Mitchell M. Merin, Vice President; Ronald E.
Robison, Vice President; Robert S. Giambrone, Vice President, and Thomas F.
Caloia, Treasurer; Frank Bruttomesso, Marilyn K. Cranney, Todd Lebo, LouAnne
D. McInnis, Carsten Otto and Ruth Rossi serve as Assistant Secretaries of the
Fund. In addition, Christopher J. Ainley and Douglas S. Foreman are also Vice
Presidents of the Fund.
Mr. Fink is 44 years old and is currently Senior Vice President (since
March 1997), Secretary and General Counsel (since February 1997) and Director
(since July 1998) of MSDW Advisors and MSDW Services and
- ------------
** Mr. Purcell is an "interested person" of the Fund within the meaning of
the Investment Company Act of 1940. This means he is not an Independent
Trustee of the Fund because he is the Chairman of the Board of Directors and
Chief Executive Officer of MSDW and an officer or director of various MSDW
subsidiaries.
10
<PAGE>
(since August 1996) Assistant Secretary of DWR; he is also Senior Vice
President (since March 1997), Assistant Secretary and Assistant General
Counsel of MSDW Distributors (since February 1997). He was previously Vice
President, Assistant Secretary and Assistant General Counsel of MSDW Advisors
and MSDW Services. Mr. Merin is 45 years old and is currently President and
Chief Operating Officer of Asset Management of MSDW, President, Chief
Executive Officer and Director of MSDW Advisors and MSDW Services, Chairman,
Chief Executive Officer and Director of the Distributor and MSDW Trust,
Executive Vice President and Director of DWR and Director of various other
MSDW subsidiaries. Mr. Robison is 60 years old and is currently Executive
Vice President and Chief Administrative Officer (since September 1998) and
Director (since February 1999) of MSDW Advisors and MSDW Services; prior
thereto he was a Managing Director of the TCW Group, Inc. Mr. Giambrone is 44
years old and is currently Senior Vice President of MSDW Advisors, MSDW
Services, the Distributor and MSDW Trust (since August 1995) and Director of
MSDW Trust (since April 1996). He was formerly a partner of KPMG Peat
Marwick, LLP. Mr. Caloia is 53 years old and is currently First Vice
President and Assistant Treasurer of MSDW Advisors and MSDW Services. Other
than Messrs. Robison and Giambrone, each of the above officers has been an
employee of MSDW Advisors or its affiliates for over five years. Mr. Ainley
is 40 years old and is currently a Managing Director of TCW, Trust Company of
the West and TCW Asset Management Company (since February 1996). He was
previously a Senior Vice President of TCW, Trust Company of the West and TCW
Asset Management Company (May 1994 -February 1996) and prior to that a
portfolio manager with Putnam Investments. Mr. Foreman is 41 years old and is
currently a Group Managing Director of TCW, Trust Company of the West and TCW
Asset Management Company (since May 1994). He was previously a portfolio
manager with Putnam Investments.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES AND THE COMMITTEES
If shareholders elect the nominated persons to the Board, the Board will
consist of the same individuals who will also serve as directors or trustees
for all of the Morgan Stanley Dean Witter Funds. As of the date of this Proxy
Statement, there are a total of 85 Morgan Stanley Dean Witter Funds,
comprised of 120 portfolios. As of February 26, 1999, the Morgan Stanley Dean
Witter Funds had total net assets of approximately $117.7 billion and more
than six million shareholders.
If shareholders elect the nominated persons to the Board, six of the eight
Trustees (or 75%) will be Independent Trustees because they have no present
or past affiliation or business connection with MSDW Advisors or any of its
affiliated persons or companies. The other two Trustees will be or recently
were affiliated with MSDW Advisors.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent 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. Indeed, by serving on the Funds' Boards, certain Trustees who would
otherwise be qualified and in demand to serve on bank boards would be
prohibited by law from doing so.
As is the case with all of the Fund's current Independent Trustees, all of
the Independent Trustees nominated for election or re-election would serve as
members of the Audit Committee. In addition, three of the Trustees, including
two Independent Trustees, would serve as members of the Derivatives Committee
and the Insurance Committee.
The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and
distribution and underwriting agreements; continually reviewing Trust
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.
11
<PAGE>
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Trust's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees, and reviewing the adequacy
of the Trust's system of internal controls. The Derivatives Committee
approves parameters for and monitors the activities of the Fund with respect
to derivative investments, if any, made by the Fund. The Insurance Committee
reviews and monitors the insurance coverage maintained by the Fund.
For the fiscal year ended November 30, 1998, the present Board of Trustees
of the Fund held 6 meetings, and the Audit Committee, the Independent
Trustees, the Insurance Committee and the Derivatives Committee of the Fund
held 1, 8, 2, and 4 meetings, respectively. No Trustee attended fewer than
75% of the meetings of the Board of Trustees, the Audit Committee, the
Independent Trustees, the Insurance Committee or the Derivatives Committee
held while he served in such positions.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
If shareholders approve the present Board nominees, the Fund will have the
same individuals serving as Independent Trustees as the other Morgan Stanley
Dean Witter Funds. The Independent Trustees and the Fund's management believe
that having the same Independent Trustees for the Fund and 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 Trustees
for each of the Funds or even of sub-groups of Funds. They believe that
having the same individuals serve as Independent 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 Trustees arriving
at conflicting decisions regarding operations and management of the Morgan
Stanley Dean Witter Funds and avoids the cost and confusion that would likely
ensue. Finally, having the same Independent Trustees serve on all Morgan
Stanley Dean Witter Fund Boards enhances the ability of each Fund to obtain,
at modest cost to each separate Fund, the services of Independent Trustees of
the caliber, experience and business acumen of the individuals who serve as
Independent Trustees of the Morgan Stanley Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy that each Trustee and/or his or her
spouse invest at least $25,000 in any of the funds in the Morgan Stanley Dean
Witter Funds complex (and, if applicable, in Discover Brokerage Index Series
and the TCW/DW Funds complex) on whose boards the Trustee serves. In
addition, the policy contemplates that the Trustees will, over time, increase
their aggregate investment in the Funds above the $25,000 minimum
requirement.
The Trustees may allocate their investments among specific Funds in any
manner they determine is appropriate based on their individual investment
objectives. As of the date of this Proxy Statement, each Trustee is in
compliance with the policy. Any future Trustee will be given a one year
period following his or her election within which to comply with the
foregoing. As of February 26, 1999, the total value of the investments by the
Trustees nominated for election or re-election and/or their spouses in shares
of the Morgan Stanley Dean Witter Funds (and, if applicable, Discover
Brokerage Index Series and the TCW/DW Funds) was approximately $35.8 million.
As of the Meeting's record date, the aggregate number of shares of each Fund
owned by the Fund's officers and Trustees as a group was less than 1 percent
of each Fund's outstanding shares.
COMPENSATION OF INDEPENDENT TRUSTEES
The Fund currently pays each Independent Trustee an annual fee of $2,800
plus a per meeting fee of $200 for meetings of the Board of Trustees, the
Independent Trustees or Committees of the Board attended by the
12
<PAGE>
Trustee. As a Morgan Stanley Dean Witter Fund, the Fund would pay each
Independent Trustee an annual fee of $800 plus a per meeting fee of $50 for
meetings of the Board of Trustees, the Independent Trustees or Committees of
the Board attended by the Trustee. If a Board meeting and a meeting of the
Independent Trustees or a Committee meeting, or a meeting of the Independent
Trustees and/or more than one Committee meeting, take place on a single day,
the Trustees are paid, and as a Morgan Stanley Dean Witter Fund would
continue to be paid, a single meeting fee by the Fund. The Fund currently
also pays the Chairman of the Audit Committee an annual fee of $750 and would
continue to pay that amount to the Chairman of the Audit Committee as a
Morgan Stanley Dean Witter Fund.
The Fund and the Morgan Stanley Dean Witter Funds reimburse Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending meetings. The Fund does not have a retirement or deferred
compensation plan for its Independent Trustees. (Trustees and officers of the
Fund who are or have been employed by MSDW, TCW, or an affiliated company of
either company receive no compensation or expense reimbursement from the
Fund for their services as Trustee.)
As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds have adopted a retirement program under which an Independent
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 or
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 Trustee referred to as an "Eligible Trustee") 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 Trustee 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 or 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. "Eligible Compensation" is one-fifth
of the total compensation earned by such Eligible Trustee for service to the
Fund in the five year period prior to the date of the Eligible Trustee's
retirement. An Eligible Trustee may elect alternate payments of his or her
retirement benefits based upon the combined life expectancy of such Eligible
Trustee and his or her spouse on the date of such Eligible Trustee's
retirement. In addition, the Eligible Trustee 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 are alive. The amount estimated to be
payable under this method, through the remainder of the later of the lives of
such Eligible Trustee and spouse, will be the actuarial equivalent of the
Regular Benefit. Benefits under the retirement program are not secured or
funded by the Funds.
The following table illustrates the compensation that the Fund paid to
those nominees who are also currently Independent Trustees of the Fund for
the Fund's fiscal year ended November 30, 1998.
FUND COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE FUND
- -------------------------------------------- ---------------
<S> <C>
Dr. Manuel H. Johnson ...................... $5,456
Michael E. Nugent........................... 5,456
John L. Schroeder........................... 5,656
</TABLE>
If shareholders elect the nominated persons to the Board, at such time as
the Fund has paid fees to the Independent Trustees for a full fiscal year
following the effectiveness of the New Investment Management Agreement, and
assuming that during such fiscal year the Fund holds the same number of
meetings of the Board, the Independent Trustees and the Committees as were
held by the Morgan Stanley Dean Witter Funds
13
<PAGE>
during the calendar year ended December 31, 1998, it is estimated that the
compensation paid to each Independent Trustee by the Fund during such fiscal
year will be $1,650 and an additional $750 to the Trustee selected by the
Board to serve as the Chairman of the Audit Committee.
The following table illustrates the compensation paid to the nominated
Independent Trustees for the calendar year ended December 31, 1998 for
services to the 85 Morgan Stanley Dean Witter Funds and, in the case of
Messrs. Johnson, Nugent and Schroeder, the 11 TCW/DW Funds that were in
operation at December 31, 1998.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE TOTAL CASH
AS DIRECTOR OR COMPENSATION
TRUSTEE AND FOR SERVICE AS FOR SERVICE TO 11
COMMITTEE MEMBER TRUSTEE AND TCW/DW FUNDS
OF 85 MORGAN STANLEY COMMITTEE MEMBER AND MORGAN STANLEY
DEAN WITTER OF 11 TCW/DW DEAN WITTER
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS
- --------------------------- -------------------- ---------------- ------------------
<S> <C> <C> <C>
Michael Bozic............... $120,150 -- $120,150
Edwin J. Garn............... 132,450 -- 132,450
Wayne E. Hedien............. 132,350 -- 132,350
Dr. Manuel H. Johnson....... 128,400 $62,331 190,731
Michael E. Nugent........... 132,450 62,131 194,581
John L. Schroeder........... 132,450 64,731 197,181
</TABLE>
The following table illustrates the retirement benefits accrued to the
nominated Independent Trustees by the 55 Morgan Stanley Dean Witter Funds
which have retirement plans, for the year ended December 31, 1998, and the
estimated retirement benefits for the Independent Trustees, to commence upon
their retirement, from the 55 Morgan Stanley Dean Witter Funds as of December
31, 1998.
RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
RETIREMENT ESTIMATED ANNUAL
ESTIMATED ESTIMATED BENEFITS ACCRUED BENEFITS UPON
CREDITED YEARS OF PERCENTAGE OF AS EXPENSES RETIREMENT FROM
SERVICE AT RETIREMENT ELIGIBLE OF ALL ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION PARTICIPATING FUNDS FUNDS(1)
- --------------------------- --------------------- --------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Michael Bozic............... 10 60.44% $22,377 $52,250
Edwin J. Garn............... 10 60.44 35,225 52,250
Wayne E. Hedien............. 9 51.37 41,979 44,413
Dr. Manuel H. Johnson ..... 10 60.44 14,047 52,250
Michael E. Nugent........... 10 60.44 25,336 52,250
John L. Schroeder........... 8 50.37 45,117 44,343
</TABLE>
- ------------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program contained in this Proxy Statement.
REQUIRED VOTE
The election of each Trustee requires the approval of a majority of the
shares of the Fund represented and entitled to vote at the Meeting. The
persons named as attorneys-in-fact in the enclosed proxy have advised the
Fund that unless a proxy instructs them to withhold authority to vote for all
listed nominees or for any individual nominee, they will vote all validly
executed proxies for the election of the nominees named above.
14
<PAGE>
All of the nominees have consented to being named in this Proxy Statement
and to serve, if elected, and no circumstances now known will prevent any of
the nominees from serving. If elected, the Trustees not currently serving on
the Fund's Board will commence service at the time the New Investment
Management Agreement takes effect. If any nominee should be unable or
unwilling to serve, the proxy will be voted for a substitute nominee proposed
by the present Trustees or, in the case of an Independent Trustee nominee, by
the Independent Trustees.
THE BOARD OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF ALL THE NOMINATED TRUSTEES.
THE FUND'S NAME CHANGE
Upon the effectiveness of the proposals in this Proxy Statement, the Fund
will change its name from "TCW/DW Mid-Cap Equity Trust" to "Morgan Stanley
Dean Witter Mid-Cap Equity Trust." The Trustees approved the name change at
their February 25, 1999 meeting.
REPORTS TO SHAREHOLDERS
The Fund's most recent Annual Report, for the fiscal year ended November
30, 1998, has been sent previously to shareholders and is available without
charge upon request from Adrienne Ryan-Pinto at Morgan Stanley Dean Witter
Trust FSB, Harborside Financial Center, Plaza Two, Jersey City, New Jersey
07311 (telephone 1-800-869-NEWS (toll-free).
INTEREST OF CERTAIN PERSONS
MSDW and its various subsidiaries and their respective directors,
officers, and employees, including persons who are Trustees or officers of
the Fund, may be deemed to have an interest in the proposals described in
this Proxy Statement. This may be the case because some of the companies and
their affiliates have contractual and other arrangements, described elsewhere
in this Proxy Statement, pursuant to which they are paid fees by the Fund. In
addition, some of the individuals are compensated for performing services
relating to the Fund and may also own shares of MSDW. Thus, these companies
and persons may derive benefits from shareholders approving the proposals in
this Proxy Statement.
SHAREHOLDER PROPOSALS
The Fund does not hold regular shareholders' meetings. Proposals of
shareholders intended to be presented at the next meeting of shareholders
must be received a reasonable time prior to the mailing of the proxy
materials sent in connection with the meeting, for inclusion in the proxy
statement for that meeting.
OTHER BUSINESS
The management of the Fund knows of no other matters that may be presented
at the Meeting. However, if any matters not now known properly come before
the Meeting, management intends that the persons named in the enclosed proxy
card, or their substitutes, would vote all shares that they are entitled to
vote on any such matter, utilizing their proxy in accordance with their best
judgment on such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
15
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
EXHIBIT A
FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the day of , 1999, by and between
Morgan Stanley Dean Witter Mid-Cap Equity Trust, a Massachusetts business
trust (hereinafter called the "Fund"), and Morgan Stanley Dean Witter
Advisors Inc., a Delaware corporation (hereinafter called the "Investment
Manager"):
WHEREAS, The Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, The Investment Manager is registered as an investment advisor
under the Investment Advisers Act of 1940, and engages in the business of
acting as investment advisor; and
WHEREAS, The Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms
and conditions hereinafter set forth; and
WHEREAS, The Investment Manager desires to be retained to perform services
on said terms and conditions:
Now, Therefore, this Agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:
1. The Fund hereby retains the Investment Manager to act as investment
manager of the Fund and, subject to the supervision of the Board of Trustees,
to supervise the investment activities of the Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously manage the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and shall
take such further action, including the placing of purchase and sale orders
on behalf of the Fund, as the Investment Manager shall deem necessary or
appropriate. The Investment Manager shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Manager in the discharge of
its duties as the Fund may, from time to time, reasonably request.
2. The Investment Manager may, at its own expense, enter into a
Sub-Advisory Agreement with a Sub-Advisor to make determinations as to
certain or all of the securities and commodities to be purchased, sold or
otherwise disposed of by the Fund and the timing of such purchases, sales and
dispositions and to take such further action, including the placing of
purchase and sale orders on behalf of the Fund, as the Sub-Advisor, in
consultation with the Investment Manager, shall deem necessary or
appropriate; provided that the Investment Manager shall be responsible for
monitoring compliance by such Sub-Advisor with the investment policies and
restrictions of the Fund and with such other limitations or directions as the
Trustees of the Fund may from time to time prescribe.
3. The Investment Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or
A-1
<PAGE>
useful to the performance of its obligations under this Agreement. Without
limiting the generality of the foregoing, the staff and personnel of the
Investment Manager shall be deemed to include persons employed or otherwise
retained by the Investment Manager to furnish statistical and other factual
data, advice regarding economic factors and trends, information with respect
to technical and scientific developments, and such other information, advice
and assistance as the Investment Manager may desire. The Investment Manager
shall, as agent for the Fund, maintain the Fund's records and books of
account (other than those maintained by the Fund's transfer agent, registrar,
custodian and other agencies). All such books and records so maintained shall
be the property of the Fund and, upon request therefor, the Investment
Manager shall surrender to the Fund such of the books and records so
requested.
4. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Manager may reasonably require in order to discharge its duties
and obligations hereunder.
5. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this
Agreement, and shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Fund, and provide such office space,
facilities and equipment and such clerical help and bookkeeping services as
the Fund shall reasonably require in the conduct of its business. The
Investment Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Fund.
6. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation; fees pursuant to any plan of
distribution that the Fund may adopt; the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel); the cost and
expense of printing, including typesetting, and distributing prospectuses and
statements of additional information of the Fund and supplements thereto to
the Fund's shareholders; all expenses of shareholders' and Trustees' meetings
and of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of trustees 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 the
payment of any dividend, distribution, withdrawal or redemption, whether in
shares or in cash; charges and expenses of any outside service used for
pricing of the Fund's shares; charges and expenses of legal counsel,
including counsel to the Trustees of the Fund who are not interested persons
(as defined in the Act) of the Fund or the Investment Manager, and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel (including
officers and Trustees) 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 related thereto); and all other
charges and costs of the Fund's operation unless otherwise explicitly
provided herein.
7. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation determined
A-2
<PAGE>
by applying the following annual rates to the Fund's average daily net
assets: 0.75% of the portion of the Fund's average daily net assets not
exceeding $500 million and 0.725% of the portion of the Fund's daily net
assets exceeding $500 million. Except as hereinafter set forth, compensation
under this Agreement shall be calculated and accrued daily and the amounts of
the daily accruals shall be paid monthly. Such calculations shall be made by
applying 1/365ths of the annual rates to the Fund's net assets each day
determined as of the close of business on that day or the last previous
business day. If this Agreement becomes effective subsequent to the first day
of a month or shall terminate before the last day of a month, compensation
for that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above.
Subject to the provisions of paragraph 8 hereof, payment of the Investment
Manager's compensation for the preceding month shall be made as promptly as
possible after completion of the computations contemplated by paragraph 8
hereof.
8. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to paragraph 6 hereof, for any
fiscal year ending on a date on which this Agreement is in effect, exceed the
expense limitations applicable to the Fund imposed by state securities laws
or regulations thereunder, as such limitations may be raised or lowered from
time to time, the Investment Manager shall reduce its management fee to the
extent of such excess and, if required, pursuant to any such laws or
regulations, will reimburse the Fund for annual operating expenses in excess
of any expense limitation that may be applicable; provided, however, there
shall be excluded from such expenses the amount of any interest, taxes,
brokerage commissions, distribution fees and extraordinary expenses
(including but not limited to legal claims and liabilities and litigations
costs and any indemnification related thereto) paid or payable by the Fund.
Such reduction, if any, shall be computed and accrued daily, shall be settled
on a monthly basis, and shall be based upon the expense limitation applicable
to the Fund as at the end of the last business day of the month. Should two
or more such expense limitations be applicable as at the end of the last
business day of the month, that expense limitation which results in the
largest reduction in the Investment Manager's fee shall be applicable.
For purposes of this provision, should any applicable expense limitation
be based upon the gross income of the Fund, such gross income shall include,
but not be limited to, interest on debt securities in the Fund's portfolio
accrued to and including the last day of the Fund's fiscal year, and
dividends declared on equity securities in the Fund's portfolio, the record
dates for which fall on or prior to the last day of such fiscal year, but
shall not include gains from the sale of securities.
9. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Manager shall not be liable to the Fund
or any of its investors for any error of judgment or mistake of law or for
any act or omission by the Investment Manager or for any losses sustained by
the Fund or its investors.
10. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment advisor or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing in this Agreement shall limit or restrict the right of
any Director, officer or employee of the Investment Manager to engage in any
other business or to devote his time and attention in part to the management
or other aspects of any other business whether of a similar or dissimilar
nature.
A-3
<PAGE>
11. This Agreement shall remain in effect until April 30, 2000 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Investment
Company Act of 1940, as amended (the "Act"), of the outstanding voting
securities of the Fund or by the Trustees of the Fund; provided, that in
either event such continuance is also approved annually by the vote of a
majority of the Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as defined in the Act) of any such party, which vote
must be cast in person at a meeting called for the purpose of voting on such
approval; provided, however, that (a) the Fund may, at any time and without
the payment of any penalty, terminate this Agreement upon thirty days'
written notice to the Investment Manager, either by majority vote of the
Trustees of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund; (b) this Agreement shall immediately terminate in the
event of its assignment (to the extent required by the Act and the rules
thereunder) unless such automatic terminations shall be prevented by an
exemptive order of the Securities and Exchange Commission; and (c) the
Investment Manager may terminate this Agreement without payment of penalty on
thirty days' written notice to the Fund. Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed post-paid, to
the other party at the principal office of such party.
12. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.
13. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
14. The Investment Manager and the Fund each agree that the name "Morgan
Stanley Dean Witter," which comprises a component of the Fund's name, is a
property right of Morgan Stanley Dean Witter & Co. ("MSDW"), the parent of
the Investment Manager. The Fund agrees and consents that (i) it will only
use the name "Morgan Stanley Dean Witter" as a component of its name and for
no other purpose, (ii) it will not purport to grant to any third party the
right to use the name "Morgan Stanley Dean Witter" for any purpose, (iii)
MSDW, or any corporate affiliate of MSDW, may use or grant to others the
right to use the name "Morgan Stanley Dean Witter," or any combination or
abbreviation thereof, as all or a portion of a corporate or business name or
for any commercial purpose, including a grant of such right to any other
investment company, (iv) at the request of MSDW or any corporate affiliate of
MSDW, the Fund will take such action as may be required to provide its
consent to the use of the name "Morgan Stanley Dean Witter," or any
combination or abbreviation thereof, by MSDW or any corporate affiliate of
MSDW, or by any person to whom MSDW or a corporate affiliate of MSDW shall
have granted the right to such use, and (v) upon the termination of any
investment advisory agreement into which a corporate affiliate of MSDW and
the Fund may enter, or upon termination of affiliation of the Investment
Manager with its parent, the Fund shall, upon request of MSDW or any
corporate affiliate of MSDW, cease to use the name "Morgan Stanley Dean
Witter" as a component of its name, and shall not use the name, or any
combination or abbreviation thereof, as a part of its name or for any other
commercial purpose, and shall cause its officers, trustees and shareholders
to take any and all actions which MSDW or any corporate affiliate of MSDW,
may request to effect the foregoing and to reconvey to MSDW any and all
rights to such name.
15. The Declaration of Trust establishing TCW/DW Mid-Cap Equity Trust,
dated October 17, 1995, as amended to reflect the change in the Fund's name
from "TCW/DW Mid-Cap Equity Trust" to "Morgan
A-4
<PAGE>
Stanley Dean Witter Mid-Cap Equity Trust" on , 1999, a copy
of which, together with all amendments thereto (the "Declaration"), is on
file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name Morgan Stanley Dean Witter Mid-Cap Equity Trust refers
to the Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of Morgan Stanley Dean Witter Mid-Cap Equity Trust shall be held to any
personal liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in connection with the
affairs of said Morgan Stanley Dean Witter Mid-Cap Equity Trust, but the
Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, on , 1999, in New York, New York.
MORGAN STANLEY DEAN WITTER
MID-CAP EQUITY TRUST
By:
.......................................
Attest:
..................................
MORGAN STANLEY DEAN WITTER ADVISORS INC.
By:
.......................................
Attest:
...................................
A-5
<PAGE>
EXHIBIT B
FORM OF NEW SUB-ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1999 by and between Morgan
Stanley Dean Witter Advisors, a Delaware corporation (herein referred to as
the "Investment Manager"), and TCW Funds Management, Inc., a California
Corporation, (herein referred to as the "Sub-Advisor").
WHEREAS, Morgan Stanley Dean Witter Mid-Cap Equity Trust (herein referred
to as the "Fund") is engaged in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940,
as amended (the "Act"); and
WHEREAS, the Investment Manager has entered into an Investment Management
Agreement with the Fund (the "Investment Management Agreement") wherein the
Investment Manager has agreed to provide investment management services to
the Fund; and
WHEREAS, the Sub-Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, and engages in the business of acting as an
investment advisor; and
WHEREAS, the Investment Manager desires to retain the services of the
Sub-Advisor to render investment advisory services for the Fund in the manner
and on the terms and conditions hereinafter set forth; and
WHEREAS, the Sub-Advisor desires to be retained by the Investment Manager
to perform services on said terms and conditions:
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Subject to the supervision of the Fund, its officers and Trustees, and
the Investment Manager, and in accordance with the investment objectives,
policies and restrictions set forth in the then-current Registration
Statement relating to the Fund, and such investment objectives, policies and
restrictions from time to time prescribed by the Trustees of the Fund and
communicated by the Investment Manager to the Sub-Advisor, the Sub-Advisor
agrees to provide the Fund with investment advisory services with respect to
the Fund's investments to obtain and evaluate such information and advice
relating to the economy, securities markets and securities as it deems
necessary or useful to discharge its duties hereunder; to continuously manage
the assets of the Fund in a manner consistent with the investment objective
and policies of the Fund; to make decisions as to foreign currency matters
and make determinations as to forward foreign exchange contracts and options
and futures contracts in foreign currencies; shall determine the securities
to be purchased, sold or otherwise disposed of by the Fund and the timing of
such purchases, sales and dispositions; to take such further action,
including the placing of purchase and sale orders on behalf of the Fund, as
it shall deem necessary or appropriate; to furnish to or place at the
disposal of the Fund and the Investment Manager such of the information,
evaluations, analyses and opinions formulated or obtained by it in the
discharge of its duties as the Fund and the Investment Manager may, from time
to time, reasonably request. The Investment Manager and the Sub-Advisor shall
each make its officers and employees available to the other from time to time
at reasonable times to review investment policies of the Fund and to consult
with each other.
2. The Sub-Advisor shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Sub-Advisor shall
be deemed to include persons employed or otherwise
B-1
<PAGE>
retained by the Sub-Advisor to furnish statistical and other factual data,
advice regarding economic factors and trends, information with respect to
technical and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Sub-Advisor shall
maintain whatever records as may be required to be maintained by it under the
Act. All such records so maintained shall be made available to the Fund, upon
the request of the Investment Manager or the Fund.
3. The Fund will, from time to time, furnish or otherwise make available
to the Sub-Advisor such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Sub-Advisor may reasonably require in order to discharge its duties and
obligations hereunder or to comply with any applicable law and regulations
and the investment objectives, policies and restrictions from time to time
prescribed by the Trustees of the Fund.
4. The Sub-Advisor shall bear the cost of rendering the investment
advisory services to be performed by it under this Agreement, and shall, at
its own expense, pay the compensation of the officers and employees, if any,
of the Fund, employed by the Sub-Advisor, and such clerical help and
bookkeeping services as the Sub-Advisor shall reasonably require in
performing its duties hereunder.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including, without limitation: any fees paid to the Investment
Manager; fees pursuant to any plan of distribution that the Fund may adopt;
the charges and expenses of any registrar, any custodian, sub-custodian or
depository appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any stock transfer or dividend agent or
agents appointed by the Fund; brokers' commissions chargeable to the Fund in
connection with portfolio securities transactions to which the Fund is a
party; all taxes, including securities issuance and transfer taxes, and fees
payable by the Fund to federal, state or other governmental agencies or
pursuant to any foreign laws; the cost and expense of engraving or printing
certificates representing shares of the Fund; all costs and expenses in
connection with the registration and maintenance of registration of the Fund
and its shares with the Securities and Exchange Commission and various states
and other jurisdictions or pursuant to any foreign laws (including filing
fees and legal fees and disbursements of counsel); 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 Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees
of the Investment Manager or Sub-Advisor; all expenses incident to the
payment of any dividend, distribution, withdrawal or redemption whether in
shares or in cash; charges and expenses of any outside service used for
pricing of the Fund's shares; charges and expenses of legal counsel,
including counsel to the Trustees of the Fund who are not interested persons
(as defined in the Act) of the Fund, the Investment Manager or the
Sub-Advisor, and of independent accountants, in connection with any matter
relating to the Fund; membership dues of industry associations; interest
payable on Fund borrowings; postage; insurance premiums on property or
personnel (including officers and Trustees) 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 related
thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Sub-Advisor, the Investment Manager shall pay to the
Sub-Advisor monthly compensation equal to 40% of its monthly compensation
receivable pursuant to the Investment Management Agreement. Any subsequent
change in the Investment Management Agreement which has the effect of raising
or lowering the compensation of the Investment Manager will have the
concomitant effect of raising or lowering the fee payable to the Sub-Advisor
under this Agreement. In addition, if the Investment Manager has
B-2
<PAGE>
undertaken in the Fund's Registration Statement as filed under the Act (the
"Registration Statement") or elsewhere to waive all or part of its fee under
the Investment Management Agreement, the Sub-Advisor's fee payable under this
Agreement will be proportionately waived in whole or in part. The calculation
of the fee payable to the Sub-Advisor pursuant to this Agreement will be
made, each month, at the time designated for the monthly calculation of the
fee payable to the Investment Manager pursuant to the Investment Management
Agreement. If this Agreement becomes effective subsequent to the first day of
a month or shall terminate before the last day of a month, compensation for
the part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fee as set forth above. Subject
to the provisions of paragraph 7 hereof, payment of the Sub-Advisor's
compensation for the preceding month shall be made as promptly as possible
after completion of the computations contemplated by paragraph 7 hereof.
7. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to the Investment Management
Agreement, for any fiscal year ending on a date on which this Agreement is in
effect, exceed the expense limitations applicable to the Fund imposed by
state securities laws or regulations thereunder, as such limitations may be
raised or lowered from time to time, the Sub-Advisor shall reduce its
advisory fee to the extent of 40% of such excess and, if required, pursuant
to any such laws or regulations, will reimburse the Investment Manager for
annual operating expenses in the amount of 40% of such excess of any expense
limitation that may be applicable, it being understood that the Investment
Manager has agreed to effect a reduction and reimbursement of 100% of such
excess in accordance with the terms of the Investment Management Agreement;
provided, however, there shall be excluded from such expenses the amount of
any interest, taxes, brokerage commissions, distribution fees and
extraordinary expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification related thereto)
paid or payable by the Fund. Such reduction, if any, shall be computed and
accrued daily, shall be settled on a monthly basis, and shall be based upon
the expense limitation applicable to the Fund as at the end of the last
business day of the month. Should two or more such expense limitations be
applicable as at the end of the last business day of the month, that expense
limitation which results in the largest reduction in the Investment Manager's
fee or the largest expense reimbursement shall be applicable. For purposes of
this provision, should any applicable expense limitation be based upon the
gross income of the Fund, such gross income shall include, but not be limited
to, interest on debt securities in the Fund's portfolio accrued to and
including the last day of the Fund's fiscal year, and dividends declared on
equity securities in the Fund's portfolio, the record dates for which fall on
or prior to the last day of such fiscal year, but shall not include gains
from the sale of securities.
8. The Sub-Advisor will use its best efforts in the performance of
investment activities on behalf of the Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Sub-Advisor shall not be liable to the Investment
Manager or the Fund or any of its investors for any error of judgment or
mistake of law or for any act or omission by the Sub-Advisor or for any
losses sustained by the Fund or its investors.
9. It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of,
or be otherwise interested in, the Sub-Advisor, and in any person controlled
by or under common control with the Sub-Advisor, and that the Sub-Advisor and
any person controlled by or under common control with the Sub-Advisor may
have an interest in the Fund. It is also understood that the Sub-Advisor and
any affiliated persons thereof or any persons controlled by or under common
control with the Sub-Advisor have and may have advisory, management service
or other contracts with other organizations and persons, and may have other
interests and businesses, and further may purchase, sell or trade any
securities or commodities for their own accounts or for the account of others
for whom they may be acting.
B-3
<PAGE>
10. This Agreement shall remain in effect until April 30, 2000 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund or by the Trustees of the Fund;
provided, that in either event such continuance is also approved annually by
the vote of a majority of the Trustees of the Fund who are not parties to
this Agreement or "interested persons" (as defined in the Act) of any such
party, which vote must be cast in person at a meeting called for the purpose
of voting on such approval; provided, however, that (a) the Fund may, at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the Investment Manager and the Sub-Advisor,
either by majority vote of the Trustees of the Fund or by the vote of a
majority of the outstanding voting securities of the Fund; (b) this Agreement
shall immediately terminate in the event of its assignment (within the
meaning of the Act) unless such automatic termination shall be prevented by
an exemptive order of the Securities and Exchange Commission; (c) this
Agreement shall immediately terminate in the event of the termination of the
Investment Management Agreement; (d) the Investment Manager may terminate
this Agreement without payment of penalty on thirty days' written notice to
the Fund and the Sub-Advisor and; (e) the Sub-Advisor may terminate this
Agreement without the payment of penalty on thirty days' written notice to
the Fund and the Investment Manager. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-paid, to the other
party at the principal office of such party.
11. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund,
the Investment Manager nor the Sub-Advisor shall be liable for failing to do
so.
12. This Agreement shall be construed in accordance with the law of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
B-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.
MORGAN STANLEY DEAN WITTER
ADVISORS INC.
By:
-----------------------------------
Attest:
TCW FUNDS MANAGEMENT, INC.
By:
-----------------------------------
Attest:
Accepted and agreed to as of the day and year first above written:
MORGAN STANLEY DEAN WITTER
MID-CAP EQUITY TRUST
By:
- ------------------------------------------
Attest:
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<PAGE>
APPENDIX I
MSDW Advisors serves as investment manager to the investment companies
listed below which have a similar investment objective to that of the Fund.
Set forth below is a chart showing the net assets of each such investment
company as of March 12, 1999 and the investment management or advisory fee
rate(s) applicable to such investment company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
--------------- -------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
AGGRESSIVE EQUITY FUND................ $ 498,304,380 0.75%
2. MORGAN STANLEY DEAN WITTER AMERICAN
VALUE FUND ........................... $ 7,027,067,112 0.625% on assets up to $250
million, scaled down at various
asset levels to 0.425% on
assets over $4.5 billion.
3. MORGAN STANLEY DEAN WITTER BALANCED
GROWTH FUND .......................... $ 310,254,403 0.60%
4. MORGAN STANLEY DEAN WITTER CAPITAL
GROWTH SECURITIES .................... $ 552,721,786 0.65% on assets up to $500
million, scaled down at various
asset levels to 0.475% on
assets over $1.5 billion.
5. MORGAN STANLEY DEAN WITTER
COMPETITIVE EDGE FUND,
"BEST IDEAS" PORTFOLIO................ $ 1,960,627,725 0.65% on assets up to $1.5
billion and 0.625% on assets
over $1.5 billion.
6. MORGAN STANLEY DEAN WITTER DEVELOPING
GROWTH SECURITIES TRUST .............. $ 699,976,949 0.50% on assets up to $500
million and 0.475% on assets
over $500 million.
7. MORGAN STANLEY DEAN WITTER DIVIDEND
GROWTH SECURITIES INC. ............... $19,702,205,339 0.625% on assets up to $250
million, scaled down at various
asset levels to 0.275% on
assets over $15 billion.
8. MORGAN STANLEY DEAN WITTER
EQUITY FUND........................... $ 265,014,522 0.85% (of which 40% is paid to
a Sub-Advisor).
9. MORGAN STANLEY DEAN WITTER EUROPEAN
GROWTH FUND INC. ..................... $ 2,364,716,910 0.95% on assets up to $500
million, scaled down at various
assets levels to 0.85% on
assets over $2 billion (of
which 40% is paid to a
Sub-Advisor).
10. MORGAN STANLEY DEAN WITTER FINANCIAL
SERVICES TRUST ...................... $ 478,681,971 0.75%
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<PAGE>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
--------------- -------------------------------
11. MORGAN STANLEY DEAN WITTER
FUND OF FUNDS........................ $ 34,285,975 none (1)
12. MORGAN STANLEY DEAN WITTER GLOBAL
DIVIDEND GROWTH SECURITIES .......... $3,531,827,127 0.75% on assets up to $1
billion, scaled down at various
asset levels to 0.625% on
assets over $4.5 billion.
13. MORGAN STANLEY DEAN WITTER GLOBAL
UTILITIES FUND ...................... $ 559,667,493 0.65% on assets up to $500
million and 0.625% on assets
over $500 million.
14. MORGAN STANLEY DEAN WITTER
GROWTH FUND.......................... $ 923,475,534 0.80% on assets up to $750
million, scaled down at various
asset levels to 0.70% on assets
over $1.5 billion (of which 40%
is paid to a Sub-Advisor).
15. MORGAN STANLEY DEAN WITTER HEALTH
SCIENCES TRUST ...................... $ 350,236,613 1.00% on assets up to $500
million and 0.95% on assets
over $500 million.
16. MORGAN STANLEY DEAN WITTER INCOME
BUILDER FUND ........................ $ 412,791,085 0.75% on assets up to $500
million and 0.725% on assets
over $500 million.
17. MORGAN STANLEY DEAN WITTER
INFORMATION FUND .................... $ 544,608,511 0.75% on assets up to $500
million and 0.725% on assets
over $500 million.
18. MORGAN STANLEY DEAN WITTER
INTERNATIONAL SMALLCAP FUND ......... $ 47,868,608 1.15% (of which 40% is paid to
a Sub-Advisor).
19. MORGAN STANLEY DEAN WITTER JAPAN
FUND ................................ $ 145,758,028 0.95% (of which 40% is paid to
a Sub-Advisor).
20. MORGAN STANLEY DEAN WITTER MARKET
LEADER TRUST ........................ $ 163,864,922 0.75%
21. MORGAN STANLEY DEAN WITTER
MID-CAP DIVIDEND GROWTH SECURITIES .. 313,632,285 0.75%
22. MORGAN STANLEY DEAN WITTER MID-CAP
GROWTH FUND ......................... $ 540,464,345 0.75% on assets up to $500
million and 0.725% on assets
over $500 million.
23. MORGAN STANLEY DEAN WITTER NATURAL
RESOURCE DEVELOPMENT SECURITIES
INC.................................. $ 185,361,407 0.625% on assets up to $250
million and 0.50% on assets
over $250 million.
I-2
<PAGE>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
--------------- -------------------------------
24. MORGAN STANLEY DEAN WITTER PACIFIC
GROWTH FUND INC. .................... $ 437,976,215 0.95% on assets up to $1
billion, scaled down at various
asset levels to 0.85% on assets
over $2 billion (of which 40%
is paid to a Sub-Advisor).
25. MORGAN STANLEY DEAN WITTER PRECIOUS
METALS AND MINERALS TRUST ........... $ 31,406,490 0.80%
26. MORGAN STANLEY DEAN WITTER
REAL ESTATE FUND..................... $ 100,000(2)1.0% (of which 40% is paid to a
Sub-Advisor).
27. MORGAN STANLEY DEAN WITTER SPECIAL
VALUE FUND .......................... $ 287,296,987 0.75%
28. MORGAN STANLEY DEAN WITTER
STRATEGIST FUND ..................... $1,915,670,468 0.60% on assets up to $500
million, scaled down at various
asset levels to 0.45% on assets
over $1.5 billion.
29. MORGAN STANLEY DEAN WITTER
S&P 500 INDEX FUND................... $1,512,617,047 0.40%(3)
30. MORGAN STANLEY DEAN WITTER
S&P 500 SELECT FUND.................. $ 99,490,366 0.60%
31. MORGAN STANLEY DEAN WITTER UTILITIES
FUND ................................ $2,745,432,959 0.65% on assets up to $500
million, scaled down at various
asset levels to 0.425% on
assets over $5 billion.
32. MORGAN STANLEY DEAN WITTER
VALUE FUND........................... $ 129,284,351 1.0% (of which 40% is paid to a
Sub-Advisor).
33. MORGAN STANLEY DEAN WITTER
VALUE-ADDED MARKET SERIES ........... $1,515,031,347 0.50% on assets up to $500
million, scaled down at various
asset levels to 0.40% on assets
over $1 billion.
34. MORGAN STANLEY DEAN WITTER SELECT
DIMENSIONS INVESTMENT SERIES:*
(A) AMERICAN VALUE PORTFOLIO ... $ 439,744,862 0.625%
(B) BALANCED GROWTH PORTFOLIO .. $ 115,344,784 0.75% (of which 40% is paid to
a Sub-Advisor).
(C) DEVELOPING GROWTH PORTFOLIO $ 83,104,549 0.50%
(D) DIVIDEND GROWTH PORTFOLIO .. $ 746,155,398 0.625% on assets up to $500
million and 0.50% on assets
over $500 million.
(E) EMERGING MARKETS PORTFOLIO . $ 13,146,676 1.25% (of which 40% is paid to
a Sub-Advisor).
I-3
<PAGE>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
--------------- -------------------------------
(F) GLOBAL EQUITY PORTFOLIO .... $ 126,581,765 1.00%
(G) GROWTH PORTFOLIO............ $ 57,892,937 0.80% (of which 40% is paid to
a Sub-Advisor).
(H) MID-CAP GROWTH PORTFOLIO ... $ 28,646,070 0.75%(4)
(I) UTILITIES PORTFOLIO ........ $ 94,148,169 0.65%
(J) VALUE-ADDED MARKET PORTFOLIO $ 175,070,937 0.50%
35. MORGAN STANLEY DEAN WITTER VARIABLE
INVESTMENT SERIES:*
(A) CAPITAL GROWTH PORTFOLIO ... $ 141,161,297 0.65%
(B) COMPETITIVE EDGE "BEST
IDEAS" PORTFOLIO.............. $ 38,482,591 0.65%(5)
(C) DIVIDEND GROWTH PORTFOLIO .. $2,282,129,950 0.625% on assets up to $500
million, scaled down at various
asset levels to 0.45% on assets
over $2 billion.
(D) EQUITY PORTFOLIO ........... $ 518,003,171 0.50% on assets up to $1
billion and 0.475% on assets
over $1 billion.
(E) EUROPEAN GROWTH PORTFOLIO .. $ 518,003,171 0.95% on assets up to $500
million and 0.90% on assets
over $500 million (of which 40%
is paid to a Sub-Advisor).
(G) GLOBAL DIVIDEND GROWTH
PORTFOLIO .................... $ 472,309,743 0.75%
(H) INCOME BUILDER PORTFOLIO ... $ 84,215,220 0.75%
(K) PACIFIC GROWTH PORTFOLIO ... $ 63,597,171 0.95% (of which 40% is paid to
a Sub-Advisor).
(I) S&P 500 INDEX PORTFOLIO..... $ 79,282,411 0.40%(6)
(J) STRATEGIST PORTFOLIO ....... $ 662,363,173 0.50%
(L) UTILITIES PORTFOLIO ........ $ 557,167,586 0.65% on assets up to $500
million and 0.55% on assets
over $500 million.
</TABLE>
- ------------
* Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.
(1) MSDW Advisors receives no investment management fee for serving as
Investment Manager, it being understood that MSDW Advisors receives
investment management fees from the "Underlying Funds" (various Morgan
Stanley Dean Witter Funds that are the underlying investments of Morgan
Stanley Dean Witter Fund of Funds).
(2) As of March 12, 1999, Morgan Stanley Dean Witter Real Estate Fund's
assets consisted only of its initial seed capital. Morgan Stanley Dean
Witter Real Estate Fund's underwriting period is expected to run from
March 25, 1999 through April 23, 1999 and Morgan Stanley Dean Witter
Real Estate Fund is expected to commence operations shortly thereafter.
I-4
<PAGE>
(3) MSDW Advisors has agreed to assume all expenses (except for brokerage
and 12b-1 fees) of Morgan Stanley Dean Witter S&P 500 Index Fund and to
waive the compensation provided for in its investment management
agreement with that company to the extent such expenses and
compensation on an annualized basis exceed 0.50% of the daily net
assets of that company.
(4) MSDW Advisors has undertaken, until the earlier of April 30, 1999 or
the attainment by the Portfolio of $50 million of net assets, to assume
all operating expenses (except for any brokerage fees) of the Mid-Cap
Growth Portfolio of Morgan Stanley Dean Witter Select Dimensions
Investment Series and to waive the compensation provided for that
Portfolio in its investment management agreement with the company.
(5) MSDW Advisors has undertaken, until the earlier of April 30, 1999 or
the attainment by the Portfolio of $50 million of net assets, to assume
all operating expenses (except for any brokerage fees) of the
Competitive Edge "Best Ideas" Portfolio of Morgan Stanley Dean Witter
Variable Investment Series and to waive the compensation provided for
that Portfolio in its investment management agreement with the company.
(6) MSDW Advisors has agreed to assume all expenses (except for any
brokerage fees) of Morgan Stanley Dean Witter Variable Investment
Series S&P 500 Index Portfolio and to waive the compensation provided
for in its investment management agreement with that company to the
extent such expenses and compensation on an annualized basis exceed
0.50% of the daily net assets of that company.
I-5
<PAGE>
APPENDIX II
TCW serves as investment adviser to the investment company listed below
which has a similar investment objective to that of the Fund. Set forth below
is a chart showing the net assets of such investment company as of March 12,
1999 and the applicable investment advisory fee rate.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
--------------- ------------------
<S> <C> <C>
GALILEO AGGRESSIVE
GROWTH EQUITIES FUND .. $131,163,701 1.00%
</TABLE>
II-1
<PAGE>
TCW/DW MID-CAP EQUITY TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink and Robert S.
Giambrone, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW/DW Mid-Cap Equity Trust on June 8, 1999, at 9:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated March 23, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
1. Approval or Disapproval of the New Investment
Management Agreement between the TCW/DW [ ] [ ] [ ]
Mid-Cap Equity Trust and Morgan Stanley Dean
Witter Advisors Inc.
FOR AGAINST ABSTAIN
2. Approval or Disapproval of the New Sub-Advisory
Agreement between Morgan Stanley Dean Witter [ ] [ ] [ ]
Advisors Inc. and TCW Funds Management, Inc.
FOR ALL
FOR WITHHOLD EXCEPT
3. Election of Trustees:
[ ] [ ] [ ]
01. Michael Bozic 02. Charles A. Fiumefreddo
03. Edwin J. Garn 04. Wayne E. Hedien 05. Dr. Manuel H. Johnson
06. Michael E. Nugent 07. Philip J. Purcell 08. John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the nominee's name.
Please make sure to sign and date this Proxy using black or blue ink.
Date _______________________________________________________________
____________________________________________________________________
| |
| |
|____________________________________________________________________|
Shareholder sign in the box above
____________________________________________________________________
| |
| |
|____________________________________________________________________|
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
TCW/DW MID-CAP EQUITY TRUST
- -------------------------------------------------------------------------------
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
- -------------------------------------------------------------------------------
140, 469, 470, 471
