<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
DEAN WITTER JAPAN FUND
DEAN WITTER PACIFIC GROWTH FUND INC.
DEAN WITTER EUROPEAN GROWTH FUND INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CARSTEN OTTO
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PRELIMINARY PROXY
FOR THE INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
DEAN WITTER JAPAN FUND
DEAN WITTER PACIFIC GROWTH FUND INC.
DEAN WITTER EUROPEAN GROWTH FUND INC.
------------------------
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD AUGUST 18, 1998
------------------------
Notice is hereby given that Special Meetings of Shareholders of each Dean
Witter Fund listed above (each, a "Fund" and collectively, the "Funds") will be
held jointly (the "Meeting") in the Career Development Room, 61st Floor, Two
World Trade Center, New York, New York 10048, on August 18, 1998, at 9:00 a.m.,
New York City time, for the following purposes:
1. For each Fund, to approve or disapprove a sub-advisory agreement
between Dean Witter InterCapital Inc. ("InterCapital") and Morgan Stanley
Asset Management Inc. ("MSAM") to replace the sub-advisory agreement
currently in effect between InterCapital and Morgan Grenfell Investment
Services Limited; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record as of the close of business on June 8, 1998 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.
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 concerned 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 the proposal set forth herein and will vote against any such
adjournment those proxies to be voted against such proposal.
BARRY FINK,
SECRETARY
June , 1998
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 A QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
THE BOARD OF DIRECTORS/TRUSTEES OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE
FOR APPROVAL OF THE SUB-ADVISORY AGREEMENT BETWEEN INTERCAPITAL AND MSAM.
YOUR VOTE IS IMPORTANT
<PAGE>
DEAN WITTER JAPAN FUND
DEAN WITTER PACIFIC GROWTH FUND INC.
DEAN WITTER EUROPEAN GROWTH FUND INC.
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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JOINT PROXY STATEMENT
---------------------
SPECIAL MEETINGS OF SHAREHOLDERS
AUGUST 18, 1998
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors/Trustees (the "Board" or "Directors") of DEAN WITTER
JAPAN FUND ("Japan Fund"), DEAN WITTER PACIFIC GROWTH FUND INC. ("Pacific Growth
Fund") and DEAN WITTER EUROPEAN GROWTH FUND INC. ("European Growth Fund") (each
also referred to herein as a "Fund" and collectively, the "Funds"), for use at
the Special Meeting of Shareholders of each Fund to be held jointly on August
18, 1998 (the "Meeting"), and at any adjournments thereof. The first mailing of
this Proxy Statement is expected to be made on or about June 15, 1998.
If the enclosed form of proxy 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 thereon.
Unmarked proxies will be voted in favor of the proposal as set forth in the
attached Notice of Special Meetings 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 Funds (if returned and received in time to be
voted), execution and delivery of a later dated proxy to the Secretary of the
Funds, 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 June 8, 1998, 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. [No person was known to own
as much as 5% of the outstanding shares of any of the Funds on that date.] The
Directors and officers of each Fund, together, owned less than 1% of the
applicable Fund's outstanding shares on that date. The table below sets forth
the number of shares outstanding for each Fund as of the Record Date. The
percentage ownership of shares of the Funds changes from time to time depending
on purchases and sales by shareholders and the total number of shares
outstanding.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING AS OF
JUNE 8, 1998
NAME OF FUND (RECORD DATE)
- ----------------------------------------------------------------------------------------------------- -----------------
<S> <C>
Japan Fund...........................................................................................
Pacific Growth Fund..................................................................................
European Growth Fund.................................................................................
</TABLE>
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$ , will be borne by the Funds and will be allocated as follows: each
2
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Fund will pay its own mailing expenses and its proportionate share of the
expenses of printing this Proxy Statement. The solicitation of proxies will be
by mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Directors and officers of the Funds and officers and regular
employees of Dean Witter InterCapital Inc., Morgan Stanley Dean Witter Trust
FSB, Dean Witter Services Company Inc. and/or Dean Witter Reynolds Inc., without
special compensation.
Morgan Stanley Dean Witter Trust FSB may call shareholders to ask if they
would be willing to have their votes recorded by telephone. The 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 Funds have 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.
APPROVAL OR DISAPPROVAL OF SUB-ADVISORY AGREEMENTS BETWEEN INTERCAPITAL
AND MORGAN STANLEY ASSET MANAGEMENT INC.
BACKGROUND
Dean Witter InterCapital Inc. (the "Investment Manager" or "InterCapital")
currently serves as investment manager of each Fund pursuant to an investment
management agreement entered into by the Fund and InterCapital (each, a
"Management Agreement" and collectively, the "Management Agreements"), and in
that capacity, subject to the supervision of the Directors, supervises the
investment activities of each Fund. InterCapital is a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co. ("MSDW") and has its principal office located
at Two World Trade Center, New York, New York 10048. In accordance with each
Management Agreement, InterCapital entered into a sub-advisory agreement with
Morgan Grenfell Investment Services Limited ("Morgan Grenfell") for each Fund
(each, a "Current Sub-Advisory Agreement" and collectively, the "Current Sub-
Advisory Agreements") pursuant to which Morgan Grenfell has provided each Fund
with investment advice and portfolio management relating to the Fund's
investments, subject to the overall supervision of InterCapital. Morgan Grenfell
has advised the Directors of each Fund and InterCapital of its resignation as
sub-adviser, effective on the dates set forth below. Morgan Grenfell has also
advised the Boards and InterCapital that in order to ensure an orderly
transition to a new sub-adviser and to provide the new sub-adviser sufficient
time to become acquainted with the portfolio of each Fund, it would stagger the
effective dates of resignation as to each Fund as follows: Japan Fund, September
30, 1998; Pacific Growth Fund, October 31, 1998; and European Growth Fund,
December 31, 1998. The Current Sub-Advisory Agreement would terminate as to each
Fund upon Morgan Grenfell's resignation as sub-adviser to that Fund.
At a joint special meeting of the Boards of the Funds on June 2, 1998,
InterCapital recommended to the Boards the selection of Morgan Stanley Asset
Management Inc. ("MSAM"), an affiliate of InterCapital, to act as the new
sub-adviser to each Fund (see "Morgan Stanley Asset Management Inc." below).
MSAM would perform
3
<PAGE>
the same duties previously performed by Morgan Grenfell. InterCapital's
recommendation was based primarily on its favorable view of the organizational
depth, reputation, historical performance, expertise and experience of MSAM.
InterCapital also proposed that upon approval and execution of a new
sub-advisory agreement for each Fund with MSAM (the "New Sub-Advisory
Agreement"), the Directors approve an amendment to each Fund's Management
Agreement that would reduce the overall annual management fee InterCapital
receives from the Fund by an amount equal to 0.05% of the Fund's net assets. The
lower fee schedules would be: Japan Fund, 0.95% of daily net assets; Pacific
Growth Fund, 0.95% of daily net assets not exceeding $1 billion; 0.90% of daily
net assets exceeding $1 billion but not exceeding $2 billion; and 0.85% of the
portion of daily net assets exceeding $2 billion; European Growth Fund, 0.95% of
the portion of daily net assets not exceeding $500 million; 0.90% of the portion
of daily net assets exceeding $500 million but not exceeding $2 billion; and
0.85% of the portion of daily net assets exceeding $2 billion. Lowering the fee
under the Management Agreements has the effect of lowering the fee payable under
each New Sub-Advisory Agreement, which, identical to the fee under the
corresponding Current Sub-Advisory Agreement, is proposed to amount to 40% of
the fee payable to InterCapital pursuant to the Management Agreement (see "The
Current Sub-Advisory Agreement" below).
The terms of each New Sub-Advisory Agreement are identical in all material
respects to those of the corresponding Current Sub-Advisory Agreement, except
for: (1) the dates of effectiveness and termination; (2) the deletion,
recommended by InterCapital, of a provision from the Current Sub-Advisory
Agreement of each Fund, except Japan Fund (whose Current Sub-Advisory Agreement
does not include the provision), which requires the sub-adviser to obtain prior
approval of the Fund's Investment Manager regarding certain allocations of Fund
assets among countries; and (3) the deletion, also recommended by InterCapital,
of a provision pursuant to which Morgan Grenfell and its affiliates were
prohibited from acting as investment adviser or sub-adviser to funds that are
similar to the Funds.
THE BOARDS' CONSIDERATION
The Boards of the Funds met in person at a joint meeting on June 2, 1998 for
the purpose of considering the selection of a new sub-adviser and approval of a
New Sub-Advisory Agreement for each Fund. At their meeting, the Directors
considered InterCapital's recommendations. In particular, the Directors
considered the depth of organization, expertise and experience of MSAM in
managing portfolios invested in foreign securities such as those of the Funds
and the performance of certain similar funds and accounts currently managed by
MSAM. The Directors also considered the quality and extent of the services
proposed to be provided by MSAM. In addition, the Directors reviewed material
furnished by MSAM regarding MSAM's personnel and operations. Prior to the
meeting, representatives of MSAM met in person with the Independent Directors
(that is, the Directors who are not "interested persons" of the Funds, as that
term is defined in the Investment Company Act of 1940, as amended (the "Act"))
and reviewed with the Directors MSAM's philosophy of management, investment
strategy, performance expectations and proposed method of operation for each
Fund. The Directors also considered the reduction in the management fees of each
Fund that would result in the event the applicable New Sub-Advisory Agreement is
implemented. The Board considered the confluence of all the factors mentioned
above in arriving at its decision to approve the appointment of MSAM as
sub-adviser and no one factor was given any greater weight than any of the
others.
The Board of each Fund found MSAM's experience in investing in foreign
securities of the type that comprises the portfolio of each Fund and MSAM's
historical performance in managing portfolios of such securities to be well
suited for each Fund. In addition, the Board reviewed and discussed the terms
and provisions
4
<PAGE>
of each New Sub-Advisory Agreement. The Board of each Fund (other than Japan
Fund) also found that it would be desirable and appropriate to not insert in the
New Sub-Advisory Agreement the provision in the Current Sub-Advisory Agreement
which requires prior approval of the Investment Manager for changes in
allocation of Fund assets among different countries. The Board of each Fund
reasoned that country allocation decisions are a unique aspect of the expertise
of MSAM which should, therefore, have the responsibility, flexibility and sole
discretion to make such decisions consistent with the investment policies of the
Funds.
The Board also found that it would not be necessary or appropriate for the
New Sub-Advisory Agreements to include the provision in the Current Sub-Advisory
Agreements that prohibits Morgan Grenfell and its affiliates from acting as
investment adviser or sub-adviser to funds that are similar to the Funds.
The Board also reviewed the form of the New Sub-Advisory Agreement attached
hereto as Exhibit A. As noted above, the terms of the New Sub-Advisory
Agreements are identical, in all material respects, to the corresponding Current
Sub-Advisory Agreements, except for the identity of the Sub-Adviser, the dates
of effectiveness and termination and the Investment Manager's proposed changes
regarding prior approval of country allocation of Fund assets and the deletion
of the prohibition against acting as investment adviser or sub-adviser to funds
that are similar to the Funds. The terms of the Current Sub-Advisory Agreements
are described under "The Current Sub-Advisory Agreements" below.
Based upon the Board's review and evaluation of the materials described
above and its consideration of all factors deemed relevant, the Board determined
that the New Sub-Advisory Agreement for each Fund is fair and reasonable, and
that it would be in the best interests of each Fund and its shareholders to
approve the applicable New Sub-Advisory Agreement with MSAM. Accordingly, the
Board, including all of the Independent Directors of each Fund, approved the New
Sub-Advisory Agreement of each Fund and voted to recommend its approval to the
shareholders of the Fund.
THE CURRENT SUB-ADVISORY AGREEMENTS
The Current Sub-Advisory Agreements require that the sub-adviser provide the
Funds with investment advisory services for their investments. The investment
advisory services that the sub-adviser is required to provide include, among
other things: obtaining and evaluating such information and advice relating to
the economy, securities markets and securities as it deems necessary or useful
to discharge its duties; continuously managing the assets of the Funds in a
manner consistent with their respective investment objectives and policies;
making decisions as to foreign currency matters and making determinations as to
forward foreign exchange contracts and options and futures contracts in foreign
currencies; determining the securities to be purchased, sold or otherwise
disposed of by the Funds and the timing of such purchases, sales and
dispositions; taking such further action, including the placing of purchase and
sale orders on behalf of the Funds; and furnishing or placing at the disposal of
the Funds and InterCapital such of the information, evaluations, analyses and
opinions formulated or obtained by it in the discharge of its duties as the
Funds and InterCapital may, from time to time, reasonably request.
Each Current Sub-Advisory Agreement provides that the sub-adviser 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 the Current
Sub-Advisory Agreements. The sub-adviser also bears other costs of rendering the
investment advisory services performed by it pursuant to each Current
Sub-Advisory Agreement, including such clerical help and bookkeeping services as
it may require.
5
<PAGE>
In return for the services it renders under each Current Sub-Advisory
Agreement, the sub-adviser is paid by the Investment Manager monthly
compensation equal to 40% of the Investment Manager's compensation receivable
pursuant to the corresponding Management Agreement. Any change in a Management
Agreement which has the effect of raising or lowering the compensation of the
Investment Manager has the concomitant effect of raising or lowering the fee
payable to the sub-adviser. During the last fiscal year of each Fund,
InterCapital accrued to Morgan Grenfell compensation under each Current
Sub-Advisory Agreement as set forth in the table below.
<TABLE>
<CAPTION>
SUB-ADVISORY FEE NET ASSETS AS OF
LAST FISCAL ACCRUED TO END OF FISCAL
FUND YEAR END MORGAN GRENFELL YEAR
- ---------------------------------------------------------------------- ----------- ---------------- -----------------
<S> <C> <C> <C>
Japan Fund............................................................ 5/31/98 $ 726,962 $ 127,627,749
Pacific Growth Fund................................................... 10/31/97 5,578,738 745,691,570
European Growth Fund.................................................. 10/31/97 6,052,380 1,712,229,566
</TABLE>
Each Current Sub-Advisory Agreement was approved by the Directors on
February 21, 1997 and by the shareholders of the applicable Fund at Special
Meetings of Shareholders on May 21, 1997 in connection with the merger of Dean
Witter Discover & Co. ("DWDC") and Morgan Stanley Group Inc. ("Morgan Stanley"),
which resulted in the formation of MSDW (at that time named Morgan Stanley, Dean
Witter, Discover & Co.).
Each Current Sub-Advisory Agreement will continue until April 30, 1999 and
provides that, after its initial period of effectiveness, it may be continued in
effect from year to year, provided that such continuance is approved by the vote
of a majority of the outstanding voting securities (as defined below) of the
applicable Fund or by the Directors of that Fund, and, in either event, by the
vote cast in person by a majority of the Independent Directors at a meeting
called for the purpose of voting on such approval.
Each Current Sub-Advisory Agreement also provides that it may be terminated
at any time by the sub-adviser, InterCapital, the Board (including a majority of
the Independent Directors) or by a vote of the majority of the outstanding
voting securities of the applicable Fund (as defined below), in each instance
without the payment of any penalty, on thirty days' notice. Each Current
Sub-Advisory Agreement also terminates in the event of the termination of the
corresponding Investment Management Agreement or in the event of its assignment.
MORGAN STANLEY ASSET MANAGEMENT INC.
MSAM, like InterCapital, is a wholly-owned subsidiary of MSDW, a preeminent
global financial services firm that maintains leading market positions in each
of its three primary businesses--securities, asset management and credit
services. As noted above, MSDW, whose principal office is located at 1585
Broadway, New York, New York 10036, was formed as a result of the merger of DWDC
and Morgan Stanley which was consummated on May 31, 1997. MSAM has its principal
offices at 1221 Avenue of the Americas, New York, New York 10020 and conducts a
worldwide portfolio management business. It provides a broad range of portfolio
management services to customers in the United States and abroad.
6
<PAGE>
Set forth below is the name and principal occupation of the principal
executive officer and each director of MSAM. The address for each is 1221 Avenue
of the Americas, New York, New York 10020:
<TABLE>
<S> <C>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------- ----------------------------------------------------------------------------
Barton M. Biggs, Chairman and Managing Director, MSAM; Managing Director of Morgan Stanley &
CHAIRMAN OF THE BOARD OF DIRECTORS Co. Incorporated ("MS & Co."); Chairman of Morgan Stanley Asset Management
Limited
Peter A. Nadosy, Vice Chairman, Director and Managing Director, MSAM; Managing Director of MS
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS & Co.; Director of Morgan Stanley Asset Management Limited
James M. Allwin, President, Director and Managing Director, MSAM; Managing Director of MS &
DIRECTOR AND PRESIDENT Co.; President of Morgan Stanley Realty Inc.
Dennis G. Sherva, Director and Managing Director, MSAM; Managing Director of MS & Co.
DIRECTOR
</TABLE>
MSAM serves in various portfolio management and similar capacities to
investment companies and pension plans and other institutional and individual
investors. Appendix I lists the investment companies for which MSAM provides
investment management or investment advisory services and which have similar
investment objectives and policies to those of the Funds and sets forth the fees
payable to MSAM by such companies and their net assets as of June 8, 1998.
Dean Witter Distributors Inc. (the "Distributor") acts as the Funds'
Distributor. Like MSAM and InterCapital, the Distributor is a wholly-owned
subsidiary of MSDW. The Distributor's office is located at Two World Trade
Center, New York, New York 10048. Pursuant to each Fund's Rule 12b-1 plan, each
Fund pays the Distributor 12b-1 fees for distribution related services. Morgan
Stanley Dean Witter Trust FSB ("MSDW Trust"), also an affiliate of MSAM and
InterCapital, serves as transfer agent of the Funds. The table below sets forth
for each Fund the distribution fees paid to the Distributor and the transfer
agency fees paid to MSDW Trust during the Fund's last fiscal year:
<TABLE>
<CAPTION>
TRANSFER AGENCY FEES
DISTRIBUTION FEES PAID PAID
TO THE DISTRIBUTOR TO MSDW TRUST
DURING LAST FISCAL DURING LAST FISCAL
FUND YEAR YEAR
- ------------------------------------------------------------------------ ---------------------- ----------------------
<S> <C> <C>
Japan Fund.............................................................. 1,814,371 470,568
Pacific Growth Fund..................................................... 14,156,987 2,507,387
European Growth Fund.................................................... 13,519,654 1,779,397
</TABLE>
Once each New Sub-Advisory Agreement is approved, the Distributor and MSDW
Trust fully intend to continue to provide, respectively, the same services to
the Funds as are currently being provided.
MS & Co. became an affiliated broker of the Fund (MS & Co., MSAM and
InterCapital are under the common control of MSDW) on May 31, 1997 upon the
consummation of the merger of DWDC and Morgan Stanley. During the period May 31
through October 31, 1997, Pacific Growth Fund and European Growth Fund paid
$119,132 (1.76% of all brokerage commissions paid during the period) and $21,602
(0.64% of all brokerage commissions paid during the period), respectively, to MS
& Co.
7
<PAGE>
INTEREST OF CERTAIN PERSONS
MSDW, InterCapital, MSAM, MS & Co., MSDW Trust, the Distributor and certain
of their respective directors, officers, and employees, including persons who
are Directors or officers of the Funds, may be deemed to have an interest in the
proposal described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Funds, and certain of those individuals are compensated for
performing services relating to the Funds and may also own shares of MSDW. Such
companies and persons may thus be deemed to derive benefits from the approval by
shareholders of such proposal.
VOTE REQUIRED
Each New Sub-Advisory Agreement cannot be implemented unless approved at the
Meeting by a majority of the outstanding voting securities of the applicable
Fund. Such a majority means the affirmative vote of the holders of (a) 67% or
more of the shares of the applicable Fund present in person or by proxy at the
Meeting, if the holders of more than 50% of the outstanding shares are so
present, or (b) more than 50% of the outstanding shares of the applicable Fund,
whichever is less. All classes of each Fund will vote together as a single
Class. In the event the shareholders do not approve a New Sub-Advisory Agreement
by the required majority vote, the Board will take such action as it deems to be
in the best interests of the applicable Fund and its shareholders, which may
include calling a special meeting of shareholders to vote on another
sub-advisory agreement.
THE DIRECTORS OF EACH FUND, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS APPROVE THE NEW SUB-ADVISORY
AGREEMENT APPLICABLE TO THAT FUND.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with
respect to one or more Funds, the persons named as proxies may propose one or
more adjournments of the Meeting of the concerned Fund to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the concerned 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 the
Proposal and will vote against any such adjournment those proxies required to be
voted against the Proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any proposal, and broker "non-votes" will not be deemed to be
present at the meeting for purposes of determining whether a proposal to be
voted upon has been approved. Broker "non-votes" are shares held in street name
for which the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
The Funds do 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.
8
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REPORTS TO SHAREHOLDERS
EACH FUND'S MOST RECENT ANNUAL REPORT OR SUCCEEDING SEMI-ANNUAL REPORT 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)).
OTHER BUSINESS
The management of the Funds knows of no other matters which may be presented
at the Meeting. However, if any matters not now known properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy,
or their substitutes, to vote all shares that they are entitled to vote on any
such matter, utilizing such proxy in accordance with their best judgment on such
matters.
By Order of the Board of Directors
BARRY FINK
SECRETARY
9
<PAGE>
EXHIBIT A
FORM OF NEW SUB-ADVISORY AGREEMENT
AGREEMENT made as of the , 199 by and between Dean Witter
InterCapital Inc., a Delaware corporation (herein referred to as the "Investment
Manager"), and Morgan Stanley Asset Management Inc., a Delaware Corporation,
(herein referred to as the "Sub-Adviser").
WHEREAS, Dean Witter (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-Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as an
investment adviser; and
WHEREAS, the Investment Manager desires to retain the services of the
Sub-Adviser to render investment advisory services for the Fund in the manner
and on the terms and conditions hereinafter set forth; and
WHEREAS, the Sub-Adviser 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 Directors, 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 Directors of the Fund and communicated by
the Investment Manager to the Sub-Adviser, the Sub-Adviser 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-Adviser 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-Adviser 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
A-1
<PAGE>
and personnel of the Sub-Adviser shall be deemed to include persons employed or
otherwise retained by the Sub-Adviser 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-Adviser 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-Adviser such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as the Sub-Adviser 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-Adviser 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-Adviser, and such clerical help and bookkeeping
services as the Sub-Adviser 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 Directors'
meetings and of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Directors or members of any advisory
board or committee who are not employees of the Investment Manager or
Sub-Adviser; 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-Adviser, 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-Adviser, the Investment Manager shall pay to the
Sub-Adviser 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-Adviser under this
A-2
<PAGE>
Agreement. In addition, if the Investment Manager has 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-Adviser's fee payable under this Agreement will be
proportionately waived in whole or in part. The calculation of the fee payable
to the Sub-Adviser 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-Adviser'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-Adviser 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-Adviser 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-Adviser 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-Adviser or for any losses sustained
by the Fund or its investors.
9. It is understood that any of the shareholders, Directors, officers and
employees of the Fund may be a shareholder, director, officer or employee of, or
be otherwise interested in, the Sub-Adviser, and in any person controlled by or
under common control with the Sub-Adviser, and that the Sub-Adviser and any
person controlled by or under common control with the Sub-Adviser may have an
interest in the Fund. It is also understood that the Sub-Adviser and any
affiliated persons thereof or any persons controlled by or under common control
with the
A-3
<PAGE>
Sub-Adviser 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.
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 Directors of the Fund; provided, that in
either event such continuance is also approved annually by the vote of a
majority of the Directors 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-Adviser, either by majority vote of
the Directors 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-Adviser and; (e) the Sub-Adviser 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-Adviser 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.
A-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.
DEAN WITTER INTERCAPITAL INC.
By: ..................................
Attest: ..............................
MORGAN STANLEY
ASSET MANAGEMENT INC.
By: ..................................
Attest: ..............................
Accepted and agreed to as of
the day and year first above written:
DEAN WITTER FUND
By: ..................................
Attest: ..............................
A-5
<PAGE>
APPENDIX I
Morgan Stanley Asset Management Inc. serves as investment adviser or
sub-adviser to the investment companies listed below which have similar
investment objectives to that of the Funds, with the net assets shown as of June
, 1998.
FUNDS WITH OBJECTIVES SIMILAR TO JAPAN FUND AND PACIFIC GROWTH FUND
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 6/ /98 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Institutional Fund, Inc.--
Asian Equity Portfolio....................... $ 0.80% of average daily net assets (1)
Morgan Stanley Institutional Fund, Inc.--
Japanese Equity Portfolio.................... 0.80% of average daily net assets (2)
Morgan Stanley Fund, Inc.--
Asian Growth Fund*........................... Van Kampen American Capital Investment Advisory
Corp. ("VKAC") is the Fund's investment adviser and
administrator. VKAC charges an advisory fee of 1.00%
of average daily net assets. MSAM serves as
sub-adviser. If average daily net assets are less
than or equal to $500 million, Van Kampen American
Capital will pay MSAM 50% of the total investment
advisory fee payable to VKAC (after application of
any fee waivers in effect) for such monthly period.
If average daily net assets are greater than $500
million, VKAC will pay MSAM a fee for such monthly
period equal to the greater of (a) 50% of what the
total advisory fee payable to VKAC (after
application of any fee waivers in effect) for such
period would have been had the Fund's average daily
net assets been equal to $500 million, or (b) 45% of
the total advisory fee payable to VKAC by the Fund
(after application of any fee waivers in effect) for
such monthly period. (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 6/ /98 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Fund, Inc.--
Japanese Equity Fund*........................ $ Van Kampen American Capital Investment Advisory
Corp. ("VKAC") is the Fund's investment adviser and
administrator. VKAC charges an advisory fee of 1.00%
of average daily net assets. MSAM serves as
sub-adviser. If average daily net assets are less
than or equal to $500 million, VKAC will pay MSAM
50% of the total investment advisory fee payable to
VKAC (after application of any fee waivers in
effect) for such monthly period. If average daily
net assets are greater than $500 million, VKAC will
pay MSAM a fee for such monthly period equal to the
greater of (a) 50% of what the total advisory fee
payable to VKAC (after application of any fee
waivers in effect) for such period would have been
had the Fund's average daily net assets been equal
to $500 million, or (b) 45% of the total advisory
fee payable to VKAC by the Fund (after application
of any fee waivers in effect) for such monthly
period. (4)
Morgan Stanley Universal Funds, Inc.--
Asian Equity Portfolio....................... 0.80% of average daily net assets on first $500
million, 0.75% of average daily net assets from $500
million to $1 billion, and 0.70% of average daily
net assets over $1 billion. (5)
Morgan Stanley Asia-Pacific Fund, Inc......... 1.00% of average weekly net assets.
</TABLE>
<PAGE>
FUNDS WITH OBJECTIVES SIMILAR TO EUROPEAN GROWTH FUND
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 6/ /98 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Institutional Fund, Inc.--
International Magnum Portfolio............... $ 0.80% of average daily net assets (1)
Morgan Stanley Fund, Inc.--
International Magnum Fund*................... Van Kampen/American Capital Investment Advisory
Corp. ("VKAC") is the fund's investment adviser and
administrator. VKAC receives a fee from the fund of
0.80% of the fund's average daily net assets. MSAM
serves as sub-adviser to the fund. If the fund's
average daily net assets for a monthly period are
less than or equal to $500 million, VKAC pays MSAM a
fee of one-half of the total investment advisory fee
payable to it by the fund (after the application of
any of any fee waivers in effect) for the monthly
period. If the fund's average daily net assets for a
monthly period are greater than $500 million, VKAC
pays MSAM a fee equal to the greater of (a) one-half
of what the total advisory fee paid to VKAC the fund
(after the application of any fee waivers in effect)
for such monthly would have been had the average
daily net assets during the period been $500
million, or (b) forty-five percent of the total
investment advisory fee payable to VKAC by the fund
(after the application of any fee waivers in effect)
for such monthly period. (2)
Morgan Stanley Universal Funds, Inc.--
International Magnum Portfolio............... 0.80% of average daily net assets on first $500
million, 0.75% of average daily net assets from $500
million to $1 billion, and 0.70% of average daily
net assets over $1 billion (3)
Morgan Stanley Institutional Fund, Inc.--
Active Country Allocation Portfolio.......... 0.65% of average daily net assets (4)
Morgan Stanley Institutional Fund, Inc.--
International Equity Portfolio............... 0.80% of average daily net assets (5)
Morgan Stanley Institutional Fund, Inc.--
European Equity Portfolio.................... 0.80% of average daily net assets (6)
Morgan Stanley Fund, Inc.--
European Equity Fund*........................ 1.00% of average daily net assets. (7)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 6/ /98 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Fortis Series Fund, Inc.--
Global Asset Allocation Series*.............. $ 0.50% of first $100 million
0.40% on excess over $100 million as a percentage of
average daily net assets. (8)
Dean Witter International Small Cap Fund*..... 40% of Dean Witter InterCapital's monthly
compensation. (9)
North American Funds
Global Equity Fund*.......................... 0.500% of first $50 million
0.450% between $50 million and $200 million
0.375% between $200 million and $500 million
0.325% on excess over $500 million of the current
value of net assets of the Portfolio. (10)
Van Kampen American Capital
Global Managed Assets Fund*.................. 50% of compensation actually received by VKAC. VKAC
charges an advisory fee of 1.00% of average daily
net assets. (11)
American AAdvantage--International Equity
Fund*........................................ 0.80% of average daily net assets on the first $25
million, 0.60% of average daily net assets on the
next $25 million, 0.50% of average daily net assets
on the next $25 million, and 0.40% of average daily
net assets in excess of $75 million (12)
Fountain Square--International Equity Fund*... 0.50% of average daily net assets (13)
Sun America Series Trust--
International Diversified Equities
Portfolio*................................... 0.65% of average daily net assets on the first $350
million, and 0.60% of average daily net assets in
excess of $350 million (14)
New England Zenith Fund--
Morgan Stanley International Magnum Equity
Series* (6).................................. 0.75% of average daily net assets on the first $30
million, 0.60% of average daily net assets on the
next $40 million, 0.45% of average daily net assets
on the next $30 million, and 0.40% of average daily
net assets in excess of $100 million (15)
Pacific Select Fund--
International Portfolio*..................... 0.35% of average daily net assets (16)
Morgan Stanley Institutional Fund, Inc.--
Global Equity Portfolio...................... 0.80% of average daily net assets (17)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 6/ /98 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Fund, Inc.--
Global Equity Fund*.......................... $ 0 VKAC is the fund's investment adviser and
administrator. VKAC receives a fee from the fund of
1.00% of the fund's average daily net assets. MSAM
serves as sub-adviser to the fund. If the fund's
average daily net assets for a monthly period are
less than or equal to $500 million, VKAC pays MSAM a
fee of one-half of the total investment advisory fee
payable to it by the fund (after the application of
any of any fee waivers in effect) for the monthly
period. If the fund's average daily net assets for a
monthly period are greater than $500 million, VKAC
pays MSAM a fee equal to the greater of (a) one-half
of what the total advisory fee paid to VKAC the Fund
(after the application of any fee waivers in effect)
for such monthly would have been had the average
daily net assets during the period been $500
million, or (b) forty-five percent of the total
investment advisory fee payable to VKAC by the fund
(after the application of any fee waivers in effect)
for such monthly period. (18)
Morgan Stanley Fund, Inc.--
Global Equity Allocation*.................... VKAC is the fund's investment adviser and
administrator. VKAC receives a fee from the fund of
1.00% of the fund's average daily net assets. MSAM
serves as sub-adviser to the fund. If the fund's
average daily net assets for a monthly period are
less than or equal to $500 million, VKAC pays MSAM a
fee of one-half of the total investment advisory fee
payable to it by the fund (after the application of
any of any fee waivers in effect) for the monthly
period. If the fund's average daily net assets for a
monthly period are greater than $500 million, VKAC
pays MSAM a fee equal to the greater of (a) one-half
of what the total advisory fee paid to VKAC the Fund
(after the application of any fee waivers in effect)
for such monthly would have been had the average
daily net assets during the period been $500
million, or (b) forty-five percent of the total
investment advisory fee payable to VKAC by the fund
(after the application of any fee waivers in effect)
for such monthly period. (19)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS
AS OF
OTHER FUND 6/ /98 ANNUAL FEE RATE
- ---------------------------------------------- ---------------- ----------------------------------------------------
<S> <C> <C>
Morgan Stanley Universal Funds, Inc.--
Global Equity Portfolio...................... $ 0.80% of first $500 million, 0.75% from $500 million
to $1 billion, 0.70% on excess over $1 billion as a
percentage of average daily net assets (20)
NASL Series Trust--
Global Equity Trust*......................... 0.500% of first $50,000,000, 0.450% between
$50,000,000 and $200,000,000, 0.375% between
$200,000,000 and $500,000,000, 0.325% on excess over
$500,000,000 of the current value of net assets of
the Portfolio (21)
Van Kampen American Capital--
Global Equity Fund*.......................... 50% of compensation actually received by VKAC. VKAC
charges an advisory fee of 1.00% of average daily
net assets (22)
Van Kampen American Capital Life--
Investment Trust--Global Equity Fund*........ 50% of compensation actually received by VKAC. VKAC
charges an advisory fee of 1.00% of average daily
net assets (23)
</TABLE>
- ------------------------
* MSAM acts as sub-adviser to this fund.
(1) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.00% of
Class A shares and 1.25% of Class B shares.
(2) VKAC has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.65% of
Class A shares, 2.40% of Class B shares and 2.40% of Class C shares.
(3) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.15%.
(4) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 0.80% of
Class A shares and 1.05% of Class B shares.
(5) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.00% of
Class A shares and 1.25% of Class B shares.
(6) MSAM began acting as sub-adviser to this fund as of May 1, 1997.
(7) MSAM has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.00% of
Class A shares and 1.25% of Class B shares.
<PAGE>
(8) Fund has not yet commenced operations. VKAC has agreed to waive its advisory
fees and/or to reimburse this fund, if necessary, if such fees would cause
the fund's total annual operating expenses, as a percentage of average daily
net assets, to exceed 1.80% of Class A shares, 2.55% of Class B shares and
2.55% of Class C shares.
(9) VKAC has agreed to waive its advisory fees and/or to reimburse this fund, if
necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.70% of
Class A shares, 2.45% of Class B shares and 2.45% of Class C shares.
(10) MSAM has agreed to waive its advisory fees and/or to reimburse this fund,
if necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 2.06% of
Class A shares, 2.81% of Class B shares and 2.81% of Class C shares.
(11) MSAM has agreed to waive its advisory fees and agreed to reimburse the
Portfolio, if necessary, if such fees would cause the total annual operating
expenses of the Portfolio, as a percentage of average daily net assets, to
exceed 1.15%.
(12) VKAC may voluntarily undertake to reduce this fund's expenses by reducing
the fees payable to it to the extent of, or bearing expenses in excess of,
such limitations as it may establish.
(13) VKAC may, from time to time, agree to waive its fee or any portion thereof
or elect to reimburse this fund for ordinary business expenses in excess of
an agreed upon amount.
(14) MSAM has agreed to waive its management fees and/or reimburse the
portfolios, if necessary, if such fees would cause the total annual
operating expenses of each of the Portfolios to exceed 1.00% of Class A
shares and 1.25% of Class B shares.
(15) MSAM has agreed to waive its management fees and/or reimburse the
Portfolios, if necessary, if such fees would cause the total annual
operating expenses of each of the Portfolios to exceed 1.00% of Class A
shares and 1.25% of Class B shares.
(16) VKAC has agreed to waive a portion of its advisory fees and/or to reimburse
a portion of expenses of the fund, if necessary, if such fees would cause
the total annual operating expenses of the fund, as a percentage of average
daily net assets, to exceed 1.84% of Class A shares, 2.59% of Class B shares
and 2.59% of Class C shares.
(17) VKAC has agreed to waive a portion of its advisory fees and/or to reimburse
a portion of expenses of the portfolio, if necessary, if such fees would
cause the total annual operating expenses of the fund, as a percentage of
average daily net assets, to exceed 1.90% of Class A shares, 2.65% of Class
B shares and 2.65% of Class C shares.
(18) MSAM has agreed to waive its advisory fees and/or to reimburse this fund,
if necessary, if such fees would cause the fund's total annual operating
expenses, as a percentage of average daily net assets, to exceed 1.20%.
<PAGE>
(This page left blank intentionally.)
<PAGE>
DEAN WITTER JAPAN FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and
Joseph J. McAlinden, 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 Dean Witter Japan Fund on
August 18, 1998, at 9:00 a.m., New York City time, and at any
adjournment thereof, on the proposal set forth in the Notice of
Meeting dated June , 1998 as follows:
(CONTINUED ON REVERSE SIDE)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL 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>
/x/ PLEASE MARK VOTES AS IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
/ / / / / /
Approval or Disapproval of a
Sub-Advisory Agreement
between Dean Witter InterCapital
Inc. and Morgan Stanley Asset
Management Inc.
Date
--------------------
Please make sure to sign and date
this Proxy using black or blue ink.
If the shares are registered in
more than one name, each joint
owner or each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.
-----------------------
-----------------------
Shareholder sign in
the box above
-----------------------
-----------------------
Co-Owner (if any) sign
in the box above
- --------------------------------------------------------------------------------
PRX 00409 -- PLEASE DETACH AT PERFORATION - -
DEAN WITTER JAPAN FUND
- -------------------------------------------------------------------------------
IMPORTANT
PLEASE SEND IN YOUR PROXY......TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE
EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT
RESPONDED.
<PAGE>
DEAN WITTER PACIFIC GROWTH FUND INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and
Joseph J. McAlinden, 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 Dean Witter Pacific Growth Fund
Inc. on August 18, 1998, at 9:00 a.m., New York City time, and at
any adjournment thereof, on the proposal set forth in the Notice
of Meeting dated June , 1998 as follows:
(CONTINUED ON REVERSE SIDE)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL SET FORTH ON THE
REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE
SIDE.
<PAGE>
/x/ PLEASE MARK VOTES AS IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
/ / / / / /
Approval or Disapproval of a
Sub-Advisory Agreement
between Dean Witter InterCapital
Inc. and Morgan Stanley Asset
Management Inc.
Date
--------------------
Please make sure to sign and date
this Proxy using black or blue ink.
If the shares are registered in
more than one name, each joint
owner or each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.
-----------------------
-----------------------
Shareholder sign in
the box above
-----------------------
-----------------------
Co-Owner (if any) sign
in the box above
- --------------------------------------------------------------------------------
PRX 00409 -- PLEASE DETACH AT PERFORATION - -
DEAN WITTER PACIFIC GROWTH FUND INC.
- -------------------------------------------------------------------------------
IMPORTANT
PLEASE SEND IN YOUR PROXY......TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE
EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT
RESPONDED.
<PAGE>
DEAN WITTER EUROPEAN GROWTH FUND INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and
Joseph J. McAlinden, 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 Dean Witter European Growth
Fund Inc. on August 18, 1998, at 9:00 a.m., New York City time,
and at any adjournment thereof, on the proposal set forth in the
Notice of Meeting dated June , 1998 as follows:
(CONTINUED ON REVERSE SIDE)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL SET FORTH ON THE
REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE
SIDE.
<PAGE>
/x/ PLEASE MARK VOTES AS IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
/ / / / / /
Approval or Disapproval of a
Sub-Advisory Agreement
between Dean Witter InterCapital
Inc. and Morgan Stanley Asset
Management Inc.
Date
--------------------
Please make sure to sign and date
this Proxy using black or blue ink.
If the shares are registered in
more than one name, each joint
owner or each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.
-----------------------
-----------------------
Shareholder sign in
the box above
-----------------------
-----------------------
Co-Owner (if any) sign
in the box above
- --------------------------------------------------------------------------------
PRX 00409 -- PLEASE DETACH AT PERFORATION - -
DEAN WITTER EUROPEAN GROWTH FUND INC.
- -------------------------------------------------------------------------------
IMPORTANT
PLEASE SEND IN YOUR PROXY......TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE
EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT
RESPONDED.
