<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997
REGISTRATION NOS.: 333-2419
811-7591
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 3 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
AMENDMENT NO. 4 [X]
TCW/DW GLOBAL TELECOM TRUST
(A MASSACHUSETTS BUSINESS TRUST)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 392-1600
BARRY FINK, ESQ.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
DAVID M. BUTOWSKY, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
-----------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this amendment.
-----------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
immediately upon filing pursuant to paragraph (b)
- ----
X on July 28, 1997 pursuant to paragraph (b)
- ----
60 days after filing pursuant to paragraph (a)
- ----
on (date) pursuant to paragraph (a) of rule 485
- ----
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO SECTION (A)(1) OF RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940. THE REGISTRANT FILED THE RULE 24F-2 NOTICE
FOR ITS FISCAL PERIOD ENDING MAY 31, 1997 WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 2, 1997.
AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS.
<PAGE>
TCW/DW GLOBAL TELECOM TRUST
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-1A
PART A
ITEM CAPTION PROSPECTUS
- ------------- -------------------------------------------------------
<S> <C>
1. Cover Page
2. Summary of Fund Expenses; Prospectus Summary
3. Financial Highlights; Performance Information
4. Investment Objective and Policies; The Fund and its
Management; Cover Page; Investment Restrictions;
Prospectus Summary
5. The Fund and Its Management; Back Cover;
Investment Objective and Policies
6. Dividends, Distributions and Taxes; Additional
Information
7. Purchase of Fund Shares; Shareholder Services;
Repurchases and Redemptions
8. Purchase of Fund Shares; Repurchases and Redemptions;
Shareholder Services
9. Not Applicable
</TABLE>
<TABLE>
<CAPTION>
PART B
ITEM STATEMENT OF ADDITIONAL INFORMATION
- ------------- ------------------------------------------------------
<S> <C>
10. Cover Page
11. Table of Contents
12. The Fund and Its Management
13. Investment Practices and Policies; Investment
Restrictions; Portfolio Transactions and Brokerage
14. The Fund and Its Management; Trustees and
Officers
15. Trustees and Officers
16. The Fund and Its Management; Custodian and Transfer
Agent; Independent Accountants
17. Portfolio Transactions and Brokerage
18. Description of Shares
19. The Distributor; Purchase of Fund Shares; Repurchases
and Redemptions; Shareholder Services; Financial
Statements
20. Dividends, Distributions and Taxes
21. The Distributor
22. Performance Information
23. Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
Part A
All disclosure contained in Part A (Prospectus) of Form N-1A of
Post-effective Amendment No. 2 to the Registration Statement of TCW/DW
Global Telecom Trust (the "Registrant"), filed with the Securities and
Exchange Commission on July 22, 1997, are herewith Incorporated by Reference
in this Post-Effective Amendment No. 3 to the Registration Statement of the
Registrant.
Part B
All disclosure contained in Part B (Statement of Additional Information)
of Form N-1A of Post-Effective Amendment No. 2 to the Registration Statement
of TCW/DW Global Telecom Trust (the "Registrant"), filed with the Securities
and Exchange Commission on July 22, 1997, are herewith Incorporated by
Reference in this Post-Effective Amendment No. 3 to the Registration Statement
of the Registrant.
Part C
Item 27. Financial Statements and Exhibits
Financial Data Schedule
All exhibits, except Exhibit 27, to Part C of Form N-1A of Post-Effective
Amendment No. 2 to the Registration Statement of TCW/DW Global Telecom Trust
(the "Registrant"), filed with the Securities and Exchange Commission on
July 22, 1997, are herewith Incorporated by Reference in this Post-Effective
Amendment No. 3 to the Registration Statement of the Registrant. Exhibit 27 -
Financial Data Schedule is an additional exhibit which was inadvertently
omitted from Post-Effective Amendment No. 2.
<PAGE>
TCW/DW GLOBAL TELECOM TRUST
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
(1) Financial statements included in the Prospectus
(Part A):
Page in
Prospectus
----------
Financial Highlights for the period August 28, 1996
(commencement of operations) through May 31, 1997.. 7
Page in
SAI
---
(2) Financial Statements included in the Statement of
Additional Information (Part B)
Portfolio of Investments at May 31, 1997........... 42
Summary of Investments at May 31, 1997 (unaudited). 45
Statement of Assets and Liabilities at
May 31, 1997....................................... 46
Statement of Operations for the period August 28,
1996 (commencement of operations) through
May 31, 1997....................................... 47
Statement of Changes in Net Assets for the period
August 28, 1996 (commencement of operations)
through May 31, 1997............................... 48
Notes to Financial Statements at May 31, 1997...... 49
Financial Highlights for the period August 28, 1996
(commencement of operations) through May 31, 1997.. 55
(3) Financial Statements included in the Part C:
None.
(b) Exhibits
Exhibit
Number Description
- ------ -----------
1. -- Form of Instrument Establishing and Designating
Additional Classes
6(a). -- Form of Distribution Agreement between the Registrant
and Dean Witter Distributiors Inc.
6(b). -- Form of Multi-Class Distribution Agreement between the
Registrant and Dean Witter Distributors Inc.
11. -- Consent of Independent Accountants
1
<PAGE>
15. -- Form of Amended and Restated Plan of Distribution
pursuant to Rule 12b-1
27. -- Financial Data Schedule
Other -- Form of Multiple-Class Plan pursuant to Rule 18f-3
- -------------------
All other exhibits were previously filed and are hereby
incorporated by reference.
Item 25. Persons Controlled by or Under Common Control With
Registrant.
None.
Item 26. Number of Holders of Securities.
(1) (2)
Number of Record Holders
Title of Class at June 30, 1997
-------------- ------------------------
15,772
Shares of Beneficial Interest
Item 27. Indemnification.
Pursuant to Section 5.3 of the Registrant's Declaration of Trust and under
Section 4.8 of the Registrant's By-Laws, the indemnification of the
Registrant's trustees, officers, employees and agents is permitted if it is
determined that they acted under the belief that their actions were in or not
opposed to the best interest of the Registrant, and, with respect to any
criminal proceeding, they had reasonable cause to believe their conduct was not
unlawful. In addition, indemnification is permitted only if it is determined
that the actions in question did not render them liable by reason of willful
misfeasance, bad faith or gross negligence in the performance of their duties
or by reason of reckless disregard of their obligations and duties to the
Registrant. Trustees, officers, employees and agents will be indemnified for
the expense of litigation if it is determined that they are entitled to
indemnification against any liability established in such litigation. The
Registrant may also advance money for these expenses provided that they give
their undertakings to repay the Registrant unless their conduct is later
determined to permit indemnification.
Pursuant to Section 5.2 of the Registrant's Declaration of Trust and
paragraph 8 of the Registrant's Management and Advisory Agreements, none of the
Manager, the Adviser or any trustee, officer, employee or agent of the
Registrant shall be liable for any action or failure to act, except in the case
of bad faith, willful misfeasance, gross negligence or reckless disregard of
duties to the Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act
2
<PAGE>
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of the Registrant
in connection with the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such trustee, officer or controlling person
in connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act,
and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will apply the
indemnification provision of its by-laws in a manner consistent with Release
11330 of the Securities and Exchange Commission under the Investment Company
Act of 1940, so long as the interpretation of Sections 17(h) and 17(i) of such
Act remains in effect.
Registrant, in conjunction with the Manager, Registrant's Trustees,
and other registered investment management companies managed by the Manager,
maintains insurance on behalf of any person who is or was a Trustee, officer,
employee, or agent of Registrant, or who is or was serving at the request of
Registrant as a trustee, director, officer, employee or agent of another trust
or corporation, against any liability asserted against him and incurred by him
or arising out of his position. However, in no event will Registrant maintain
insurance to indemnify any such person for any act for which Registrant itself
is not permitted to indemnify him.
Item 28. Business and Other Connections of Investment Adviser.
The TCW Funds Management, Inc. (the "Adviser") is a 100% owned
subsidiary of The TCW Group, Inc., a Nevada corporation. The Adviser presently
serves as investment adviser to: (1) TCW Funds, Inc., a diversified open-end
management investment company, (2) TCW Convertible Securities Fund, Inc., a
diversified closed-end management investment company; (3) TCW/DW Core Equity
Trust, an open-end, non-diversified management company, (4) TCW/DW North
American Government Income Trust, an open-end, non-diversified management
company, (5) TCW/DW Income and Growth Fund, an open-end, non-diversified
management company, (6) TCW/DW Latin American Growth Fund, an open-end,
non-diversified management company, (7) TCW/DW Small Cap Growth Fund, an
open-end non-diversified management company, (8) TCW/DW Term Trust 2000, a
closed-end, diversified management company, (9) TCW/DW Term Trust 2002, a
closed-end diversified management company, (10) TCW/DW Term Trust 2003, a
closed-end diversified management company, (11) TCW/DW Balanced Fund, an
open-end, diversified management company, (12) TCW/DW Emerging Markets
Opportunities Trust, a closed-end, non-diversified management company, (13)
TCW/DW Total Return Trust, an open-end non-diversified management investment
company, (14) TCW/DW Mid-Cap Equity Trust, an open-end, diversified management
investment company, (15) TCW/DW Global Telecom Trust, an open-end diversified
management investment company and (16) TCW/DW Strategic Income Trust, an
open-end diversified management investment
3
<PAGE>
company. The Adviser also serves as investment adviser or sub-adviser to other
investment companies, including foreign investment companies. The list required
by this Item 28 of the officers and directors of the Adviser together with
information as to any other business, profession, vocation or employment of a
substantive nature engaged in by the Adviser and such officers and directors
during the past two years, is incorporated by reference to Form ADV (File No.
801-29075) filed by the Adviser pursuant to the Investment Advisers Act.
Item 29. Principal Underwriters.
(a) Dean Witter Distributors Inc. ("Distributors"), a Delaware corporation,
is the principal underwriter of the Registrant. Distributors is also the
principal underwriter of the following investment companies:
(1) Dean Witter Liquid Asset Fund Inc.
(2) Dean Witter Tax-Free Daily Income Trust
(3) Dean Witter California Tax-Free Daily Income Trust
(4) Dean Witter Retirement Series
(5) Dean Witter Dividend Growth Securities Inc.
(6) Dean Witter Natural Resource Development Securities Inc.
(7) Dean Witter World Wide Investment Trust
(8) Dean Witter Capital Growth Securities
(9) Dean Witter Convertible Securities Trust
(10) Active Assets Tax-Free Trust
(11) Active Assets Money Trust
(12) Active Assets California Tax-Free Trust
(13) Active Assets Government Securities Trust
(14) Dean Witter Global Utilities Fund
(15) Dean Witter Federal Securities Trust
(16) Dean Witter U.S. Government Securities Trust
(17) Dean Witter High Yield Securities Inc.
(18) Dean Witter New York Tax-Free Income Fund
(19) Dean Witter Tax-Exempt Securities Trust
(20) Dean Witter California Tax-Free Income Fund
(21) Dean Witter Limited Term Municipal Trust
(22) Dean Witter World Wide Income Trust
(23) Dean Witter Utilities Fund
(24) Dean Witter Strategist Fund
(25) Dean Witter New York Municipal Money Market Trust
(26) Dean Witter Intermediate Income Securities
(27) Prime Income Trust
(28) Dean Witter European Growth Fund Inc.
(29) Dean Witter Developing Growth Securities Trust
(30) Dean Witter Precious Metals and Minerals Trust
(31) Dean Witter Pacific Growth Fund Inc.
(32) Dean Witter Multi-State Municipal Series Trust
(33) Dean Witter Short-Term U.S. Treasury Trust
(34) Dean Witter Diversified Income Trust
(35) Dean Witter Health Sciences Trust
(36) Dean Witter Global Dividend Growth Securities
(37) Dean Witter American Value Fund
(38) Dean Witter U.S. Government Money Market Trust
(39) Dean Witter Global Short-Term Income Fund Inc.
(40) Dean Witter Variable Investment Series
4
<PAGE>
(41) Dean Witter Value-Added Market Series
(42) Dean Witter Short-Term Bond Fund
(43) Dean Witter National Municipal Trust
(44) Dean Witter High Income Securities
(45) Dean Witter International SmallCap Fund
(46) Dean Witter Hawaii Municipal Trust
(47) Dean Witter Balanced Growth Fund
(48) Dean Witter Balanced Income Fund
(49) Dean Witter Intermediate Term U.S. Treasury Trust
(50) Dean Witter Global Asset Allocation Fund
(51) Dean Witter Mid-Cap Growth Fund
(52) Dean Witter Capital Appreciation Fund
(53) Dean Witter Information Fund
(54) Dean Witter Japan Fund
(55) Dean Witter Income Builder Fund
(56) Dean Witter Special Value Fund
(57) Dean Witter Financial Services Trust
(58) Dean Witter Market Leader Trust
(1) TCW/DW Core Equity Trust
(2) TCW/DW North American Government Income Trust
(3) TCW/DW Latin American Growth Fund
(4) TCW/DW Income and Growth Fund
(5) TCW/DW Small Cap Growth Fund
(6) TCW/DW Balanced Fund
(7) TCW/DW Total Return Trust
(8) TCW/DW Mid-Cap Equity Trust
(9) TCW/DW Global Telecom Trust
(10) TCW/DW Strategic Income Trust
(b) The following information is given regarding directors and officers of Dean
Witter Distributors Inc. ("Distributors"). The principal address of
Distributors is Two World Trade Center, New York, New York 10048.
POSITIONS AND
OFFICE WITH DISTRIBUTORS
NAME AND THE REGISTRANT
- ---- ------------------
Charles A. Fiumefreddo Chairman, Chief Executive
Officer and Director of
Distributors and Chairman,
Chief Executive Officer
and Trustee of the
Registrant.
Philip J. Purcell Director of Distributors.
Richard M. DeMartini Director of Distributors and
Trustee of the Registrant.
James F. Higgins Director of Distributors.
Thomas C. Schneider Executive Vice President, Chief
Financial Officer and Director
of Distributors.
5
<PAGE>
POSITIONS AND
OFFICE WITH DISTRIBUTORS
NAME AND THE REGISTRANT
- ---- ------------------
Christine A. Edwards Executive Vice President,
Secretary, Chief Legal Officer
and Director of Distributors.
Robert Scanlan Executive Vice President of
Distributors and Vice President
of the Registrant.
Mitchell M. Merin Executive Vice President of
Distributors and Vice President
of the Registrant.
Robert S. Giambrone Senior Vice President of
Distributors and Vice President
of the Registrant.
Barry Fink Senior Vice President, Assistant
General Counsel and Assistant
Secretary of Distributors and Vice
President, Secretary and General
Counsel of the Registrant.
Frederick K. Kubler Senior Vice President,
Assistant Secretary and Chief
Compliance Officer of
Distributors.
Michael T. Gregg Vice President and Assistant
Secretary of Distributors.
Edward C. Oelsner III Vice President of Distributors.
Samuel Wolcott III Vice President of Distributors.
Thomas F. Caloia Assistant Treasurer of
Distributors and Treasurer of
the Registrant.
Michael Interrante Assistant Treasurer of
Distributors.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder
are maintained by the Manager at its offices, except records relating to
holders of shares issued by the Registrant, which are maintained by the
Registrant's Transfer Agent, at its place of business as shown in the
prospectus.
6
<PAGE>
Item 31. Management Services
Registrant is not a party to any such management-related service
contract.
Item 32. Undertakings
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
7
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York on the 24th day of July, 1997.
TCW/DW GLOBAL TELECOM TRUST
By /s/ Barry Fink
---------------------
Barry Fink
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 has been signed below by the following persons
in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
(1) Principal Executive Officer President, Chief
Executive Officer,
Trustee and Chairman
By /s/ Charles A. Fiumefreddo 7/24/97
Charles A. Fiumefreddo
(2) Principal Financial Officer Treasurer and Principal
Accounting Officer
By /s/ Thomas F. Caloia 7/24/97
Thomas F. Caloia
(3) Majority of the Trustees
Charles A. Fiumefreddo (Chairman)
Richard M. DeMartini
Thomas E. Larkin, Jr.
Marc I. Stern
By /s/ Barry Fink 7/24/97
Barry Fink
Attorney-in-Fact
John C. Argue Michael E. Nugent
Manuel H. Johnson John L. Schroeder
John R. Haire
By /s/ David M. Butowsky 7/24/97
David M. Butowsky
Attorney-in-Fact
<PAGE>
TCW/DW GLOBAL TELECOM TRUST
EXHIBIT INDEX
-------------
1. -- Form of Instrument Establishing and Designating Additional
Classes
6(a). -- Form of Distribution Agreement between the Registrant and
Dean Witter Distributiors Inc.
6(b). -- Form of Multi-Class Distribution Agreement between the
Registrant and Dean Witter Distributors Inc.
11. -- Consent of Independent Accountants
15. -- Form of Amended and Restated Plan of Distribution pursuant
to Rule 12b-1
27. -- Financial Data Schedule
Other -- Form of Multiple-Class Plan pursuant to Rule 18f-3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0001011336
<NAME> TCW/DW GLOBAL TELECOM
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> MAY-31-1997
<INVESTMENTS-AT-COST> 106,507,664
<INVESTMENTS-AT-VALUE> 119,914,470
<RECEIVABLES> 1,245,240
<ASSETS-OTHER> 2,413,294
<OTHER-ITEMS-ASSETS> 165,468
<TOTAL-ASSETS> 123,738,472
<PAYABLE-FOR-SECURITIES> 1,191,375
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 306,781
<TOTAL-LIABILITIES> 1,498,156
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 108,305,959
<SHARES-COMMON-STOCK> 10,694,150
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 528,226
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 13,406,131
<NET-ASSETS> 122,240,316
<DIVIDEND-INCOME> 588,159
<INTEREST-INCOME> 286,523
<OTHER-INCOME> 0
<EXPENSES-NET> 1,877,883
<NET-INVESTMENT-INCOME> (1,003,201)
<REALIZED-GAINS-CURRENT> 1,507,340
<APPREC-INCREASE-CURRENT> 13,406,131
<NET-CHANGE-FROM-OPS> 13,910,270
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,662,388
<NUMBER-OF-SHARES-REDEEMED> 978,238
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 122,140,316
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 790,130
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,877,883
<AVERAGE-NET-ASSETS> 104,114,622
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (.09)
<PER-SHARE-GAIN-APPREC> 1.52
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.43
<EXPENSE-RATIO> 2.38
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
