TCW/DW CORE EQUITY TRUST
N-30D, 1995-05-19
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<PAGE>

                           TCW/DW CORE EQUITY TRUST

                            Two World Trade Center
                           New York, New York 10048

DEAR SHAREHOLDER:
- -----------------------------------------------------------------------------

   When TCW/DW Core Equity Trust began its fiscal year on April 1, 1994, the
Fund's investment adviser, TCW Funds Management Inc. (TCW), an affiliate of
Trust Company of the West, expected economic growth to moderate to more
sustainable levels and interest rates to rise only slightly due to their
belief that inflation was under control. While the inflation estimate proved
accurate, the increase in interest rates was far more dramatic and the
economy stronger than anticipated. With an investment premise that proved to
be flawed, the portfolio was centered in historically cyclical companies.
However, as interest rates moved higher, cyclicals moved out of favor. This
is because most investors perceived that higher interest rates would choke
off growth opportunities. Not surprisingly, defensive growth stocks fared
quite well, as investors flocked to safety in the wake of uncertainty. Given
that the portfolio was underinvested in defensive stocks, relative to the
market, this hurt the Fund's relative performance even further. However, TCW
remains committed to its long-term investment strategy and the growth
potential of its current portfolio structure.





TCW/DW CORE EQUITY TRUST
                        GROWTH OF $10,000

DATE                          TOTAL               S&P
- ----                          -----               ---
May 29, 1992                  $10000              $10000
March 31, 1993                $11260              $11140
March 31, 1994                $12100              $11303
March 31, 1995                $11810 (3)          $13066


                  AVERAGE ANNUAL TOTAL RETURNS
                  1 YEAR          LIFE OF FUND
                  ------          ------------
                  0.08 (1)          6.98 (1)
                 -4.92 (2)          6.04 (2)

                 ____ Fund      ____ S&P 500 (4)

Past performance is not predictive of future returns.


________________________________________

(1)     Figure shown does not reflect the deduction of any sales charges.

(2)     Figure shown assumes the deduction of the maximum applicable
        contingent deferred sales charge (CDSC) (1 year-5%, since inception
        3%).  See the Fund's current prospectus for complete details on fees
        and sales charges.

(3)     Closing value after the deduction of a 3% CDSC, assuming a
        complete redemption on March 31, 1995.

(4)     The Standard and Poors 500 Composite Stock Price Index (S&P 500) is
        a broad-based index, the performance of which is based on the
        average performance of 500 widely held common stocks. The index does
        not include any expenses, fees or charges.


   As a result, TCW/DW Core Equity Trust underperformed the overall market.
The Fund provided a total return of 0.08 percent, compared to 15.60 percent
for the broad-based Standard & Poor's 500 Composite Stock Price Index (S&P
500 Index). As of March 31, 1995, the Fund's net assets totaled $697 million.
The accompanying chart illustrates the growth of a $10,000 investment in the
Fund at inception (May 29, 1992) through the end of the fiscal year, compared
to a similar investment in the issues that comprise the S&P 500 Index.

CRISIS IN MEXICO

   TCW has had a long standing interest in Mexico. The end of 1994 and the
first few months of 1995 proved to be an extremely challenging period for the
portfolio, as it felt the effects of the peso's devaluation. Prior to the
devaluation, slightly over 10 percent of the Fund's portfolio was invested in
Latin American securities; roughly 8 percent in Mexico alone. This adversely
affected the portfolio. However, toward the end of January and early
February, the Fund's Mexican holdings were completely eliminated, as was the
Fund's holding in YPF Sociedad Anonima, which is based in Argentina. While
the long-term trends still appear favorable in this area of the world, the
short-term environment remains unstable. (In fact, since being eliminated


         
from the Fund's portfolio, many of the Fund's previous-held Mexican holdings
have continued to decline.)

CURRENT PORTFOLIO STRUCTURE

   As we have stated to you in the past, TCW employs a variety of themes and
trends in the management of its portfolios. During the year, TCW increased
the Fund's weighting in capital goods to just over 47 percent, with a 31
percent weighting in technology. In TCW's opinion, this sector's growth
prospects represent a tremendous long-term investment opportunity. In
addition, the Fund's heavy capital goods weighting reflects another major




         
<PAGE>

theme; "America wins." In general, for years the U.S. industrialized base was
unable to compete on a global basis due to inferior product quality and
inefficient cost structures. Today, the U.S. industrialized base has not only
emerged as a low-cost manufacturer, but as a producer of quality products as
well. As mentioned earlier, some of the valuations of these companies were
adversely affected due to the rapid rise in interest rates. However, TCW
believes these companies (Caterpillar, GM EDS, and Boeing, among others)
provide a new definition of "growth" for the foreseeable future.

   The Fund continues to maintain a 20 percent weighting in consumer staples
versus just over 34 percent for the Standard & Poor's 500 Composite Stock
Price Index. This percentage has not changed much since the Fund's prior
fiscal year end (March 31, 1994). However, the Fund's Mexican holdings in
this sector were replaced with additions to health care and entertainment.
Over the year, the Fund's net position in basic industries has not
significantly changed. However, the performance of this sector was enhanced
due to Burlington Northern's tender offer for Santa Fe Pacific.

   Regarding the balance of the portfolio, credit sensitive stocks now
represent only 7 percent of the portfolio. The Fund has had a long standing
interest in the automobile sector. Clearly, the Fund's heavy weighting
(approximately 9 percent at fiscal year end) negatively impacted the
portfolio. Specifically, these stocks declined throughout 1994, as the market
continued to ignore the dramatically reduced cost structures, rising cash
balances and product improvements by these companies and focused only on
fears of evaporating retail sales. Interestingly, in 1994 Chrysler funded
their entire pension liability, a task not achieved since 1957. However, the
market continues to ignore those dramatic positive changes. Capitulating
somewhat, the Fund has reduced its holdings in this sector due to concerns
that sales were slowing and the market might punish these stocks further.
However, at fiscal year end, just under 10 percent of the portfolio was
invested in consumer cyclicals, which includes a 1.9 percent position in
Whirlpool.

LOOKING AHEAD

   Looking forward, TCW remains positive on the equity market. Today,
evidence suggests that the Federal Reserve Board's numerous rate hikes are
slowing the economy. Specifically, retail sales are slowing as evidenced by
slowing auto sales and poor performance by several retailing concepts,
despite a relatively confident consumer. Furthermore, as expected, inflation
remains under control with both the Producer Price Index and Consumer Price
Index supporting TCW's estimate of a 3.4 percent annual inflation rate. While
TCW is concerned about the decline of the dollar, and its inflation
implications, it does not believe the Fed will save the dollar. Historically,
the Federal Reserve Board has never intervened, i.e. raised rates, to "save"
the U.S. currency. However, on a trade-weighted basis, the dollar has not
declined. All of this bodes quite favorably for interest rates. More
importantly, the Fund's portfolio is structured to benefit from a relatively
low inflation and lower interest rate environment.

   We appreciate your continued support of TCW/DW Core Equity Trust and look
forward to continuing to serve your investment needs.

                                            Very truly yours,


                                            Charles A. Fiumefreddo
                                            Chairman of the Board




         
<PAGE>

<TABLE>
<CAPTION>
 NUMBER OF
   SHARES                                            VALUE
- ----------- ----------------------------------- --------------
<S>         <C>                                 <C>
            COMMON STOCKS (95.7%)
            AEROSPACE (3.6%)
428,800     Boeing Co. .........................$23,101,600
 93,700     Bombardier, Inc. (Class B) .........  1,800,635
                                                --------------
                                                 24,902,235
                                                --------------
            AIRCRAFT & AEROSPACE (2.1%)
214,300     United Technologies Corp. .......... 14,813,488
                                                --------------
            AUTO PARTS - ORIGINAL EQUIPMENT
             (4.2%)
294,100     Dana Corp. .........................  7,499,550
440,000     Detroit Diesel Corp. ............... 10,560,000
286,800     Magna International, Inc. .......... 10,934,250
                                                --------------
                                                 28,993,800
                                                --------------
            AUTOMOBILES (2.9%)
475,600     Chrysler Corp. ..................... 19,915,750
                                                --------------
            BANKS - MONEY CENTER (2.1%)
344,900     Citicorp ........................... 14,658,250
                                                --------------
            BROADCAST MEDIA (3.6%)
 64,360     Viacom, Inc. (Class A) .............  2,944,470
487,647     Viacom, Inc. (Class B) ............. 21,822,203
                                                --------------
                                                 24,766,673
                                                --------------
            BROKERAGE (3.7%)
519,235     Bear Stearns Companies, Inc.  ......  9,605,848
384,400     Merrill Lynch & Co., Inc. .......... 16,385,050
                                                --------------
                                                 25,990,898
                                                --------------
            BUSINESS SERVICES (1.1%)
191,800     Green Tree Financial Corp. .........  7,863,800
                                                --------------
            BUSINESS SYSTEMS (2.1%)
383,300     General Motors Corp. (Class E)  .... 14,900,787
                                                --------------
            CHEMICALS - SPECIALTY (1.6%)
281,900     Raychem Corp. ...................... 11,452,188
                                                --------------
            COMMUNICATIONS - EQUIPMENT/MANUFACTURERS (2.3%)
427,900     Northern Telecom Ltd. (Canada)  .... 16,206,712
                                                --------------
            COMPUTER EQUIPMENT (1.0%)
389,400     Storage Technology Corp.* ..........  7,447,275
                                                --------------
            COMPUTER EQUIPMENT MANUFACTURERS
             (3.7%)
467,200     Motorola, Inc. ..................... 25,520,800
                                                --------------
            COMPUTER SERVICES (4.4%)
477,400     Computer Sciences Corp.* ........... 23,571,625
132,300     First Data Corp. ...................  6,863,062
                                                --------------
                                                 30,434,687
                                                --------------
            COMPUTER SOFTWARE (2.0%)
199,800     Microsoft Corp.* ................... 14,185,800
                                                --------------
            DRUGS (1.4%)
148,700     Amgen Inc.* ........................  9,981,488
                                                --------------




         
<PAGE>

 NUMBER OF
   SHARES                                            VALUE
- ----------- ----------------------------------- --------------
            ELECTRONICS - DEFENSE (2.4%)
  411,700   General Motors Corp. (Class H)  ....$16,982,625
                                                --------------
            ELECTRONICS - SEMICONDUCTORS/COMPONENTS (6.6%)
  347,000   Intel Corp. ........................ 29,408,250
  954,600   National Semiconductor Corp.*  ..... 16,705,500
                                                --------------
                                                 46,113,750
                                                --------------
            ENGINEERING & CONSTRUCTION (2.1%)
  307,000   Fluor Corp. ........................ 14,812,750
                                                --------------
            HEALTH CARE DIVERSIFIED (1.3%)
  348,900   Humana, Inc.* ......................  8,940,563
                                                --------------
            HOSPITAL MANAGEMENT (2.3%)
  367,400   Columbia/HCA Healthcare Corp.  ..... 15,798,200
                                                --------------
            MACHINERY - CONSTRUCTION &
            MATERIALS (3.5%)
  437,900   Caterpillar, Inc. .................. 24,358,188
                                                --------------
            MANUFACTURING - CONSUMER & INDUSTRIAL PRODUCTS
             (1.9%)
  236,600   Whirlpool Corp. .................... 12,953,850
                                                --------------
            OFFICE EQUIPMENT & SUPPLIES (8.6%)
  168,800   Hewlett-Packard Co. ................ 20,319,300
1,624,300   Unisys Corp.* ...................... 15,024,775
  208,600   Xerox Corp. ........................ 24,484,425
                                                --------------
                                                 59,828,500
                                                --------------
            OIL & GAS PRODUCTS (2.1%)
1,035,800   Alberta Energy Company Ltd.
             (Canada) .......................... 14,813,014
                                                --------------
            OIL - DOMESTIC (3.1%)
  749,900   Unocal Corp. ....................... 21,559,625
                                                --------------
            OIL - EXPLORATION & PRODUCTION
             (1.3%)
  797,800   Canadian Natural Resources
             (Canada)* .........................  9,056,185
                                                --------------
            OIL INTEGRATED - INTERNATIONAL
             (1.0%)
  107,400   Amoco Corp. ........................  6,833,325
                                                --------------
            PUBLISHING (1.2%)
  428,700   News Corp. Ltd. (ADR) (Australia)  .  8,198,887
                                                --------------
            RAILROADS (3.5%)
  914,798   Santa Fe Pacific Corp. ............. 21,040,354
  176,200   Southern Pacific Rail Corp.*  ......  3,083,500
                                                --------------
                                                 24,123,854
                                                --------------
            RETAIL - DEPARTMENT STORES (1.9%)
  293,400   Penney (J.C.) Co., Inc. ............ 13,166,325
                                                --------------




         
<PAGE>


 NUMBER OF
   SHARES                                            VALUE
- ----------- ----------------------------------- --------------
            RETAIL - SPECIALTY (4.2%)
495,000     Home Depot, Inc. ...................$ 21,903,750
151,200     Tandy Corp. ........................   7,219,800
                                                --------------
                                                  29,123,550
                                                --------------
            SOAP & HOUSEHOLD PRODUCTS (2.1%)
218,600     Procter & Gamble Co. ...............  14,482,250
                                                --------------
            TELECOMMUNICATIONS (0.7%)
359,900     Nextel Communications, Inc. (Class
             A)* ...............................   4,903,637
                                                --------------
            TRANSPORTATION (2.3%)
602,100     Northwest Airlines Corp. (Class A)*   16,256,700
                                                --------------
            TRANSPORTATION - MISCELLANEOUS
             (1.8%)
183,600     Federal Express Corp.* .............  12,415,950
                                                --------------
            TOTAL COMMON STOCKS (IDENTIFIED
             COST $532,707,726) ................ 666,756,359
                                                --------------
            CONVERTIBLE PREFERRED STOCKS (1.8%)
            AUTOMOBILES (1.8%)
144,700     Ford Motor Co. $4.20 (Identified
             Cost $11,467,539) .................  12,769,775
                                                --------------
            PREFERRED STOCKS (0.6%)
            PUBLISHING (0.6%)
259,300     News Corp. Ltd. (Australia)
             (Identified Cost $4,346,087)  .....$  4,472,925
                                                --------------
</TABLE>

<TABLE>
<CAPTION>
 PRINCIPAL
 AMOUNT (IN
 THOUSANDS)
- -----------
<S>         <C>               <C>      <C>
            SHORT-TERM INVESTMENT (0.2%)
            REPURCHASE AGREEMENT
$1,551      The Bank of New York
             5.875% due 04/03/95
             (dated 03/31/95; proceeds
             $1,551,660,
             collateralized by
             $1,603,140 U.S. Treasury
             Bill 5.76% due 09/07/95
             valued at $1,562,533)
             (Identified Cost
             $1,550,901) ..............   1,550,901
                                       -------------
            TOTAL INVESTMENTS
             (IDENTIFIED COST
             $550,072,253)
             (A) ............. 98.3%    685,549,960
            OTHER ASSETS IN
              EXCESS OF
              LIABILITIES ....  1.7      11,800,498
                              -------- -------------
            NET ASSETS .......100.0%   $697,350,458
                              ======== =============
</TABLE>

 ADR   American Depository Receipt.

  *    Non-income producing security.

 (a)  The aggregate cost for federal income tax purposes is $550,072,253; the
      aggregate gross unrealized appreciation is $166,082,422 and the aggregate
      gross unrealized depreciation is $30,604,715, resulting in net unrealized
      appreciation of $135,477,707.

                      See Notes to Financial Statements




         
<PAGE>

TCW/DW CORE EQUITY TRUST
Financial Statements
- -----------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
March 31, 1995
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                         <C>
 ASSETS:
Investments in securities, at value
 (identified cost $550,072,253) ........... $685,549,960
Receivable for:
 Investments sold .........................   15,754,474
 Dividends ................................      616,180
 Shares of beneficial interest sold  ......      574,670
 Foreign withholding taxes reclaimed  .....       10,417
Deferred organizational expenses ..........       86,748
Prepaid expenses ..........................       53,689
                                            --------------
TOTAL ASSETS ..............................  702,646,138
                                            --------------
LIABILITIES:
Payable for:
 Investments purchased ....................    3,220,954
 Shares of beneficial interest repurchased       903,954
 Plan of distribution fee .................      551,206
 Management fee ...........................      297,793
 Investment advisory fee ..................      198,529
Accrued expenses ..........................      123,244
                                            --------------
  TOTAL LIABILITIES .......................    5,295,680
                                            --------------
NET ASSETS:
Paid-in-capital ...........................  601,171,601
Net unrealized appreciation ...............  135,477,707
Accumulated net realized loss .............  (39,298,850)
                                            --------------
  NET ASSETS .............................. $697,350,458
                                            ==============
NET ASSET VALUE PER SHARE, 57,586,091
 shares outstanding (unlimited shares
 authorized of $.01 par value) ............ $      12.11
                                            ==============
</TABLE>

STATEMENT OF OPERATIONS For the year ended
March 31, 1995
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                    <C>
 NET INVESTMENT INCOME:
 INCOME
  Dividends (net of $131,260 foreign
   withholding tax) .................. $  9,912,641
  Interest ...........................      556,633
                                       --------------
   TOTAL INCOME ......................   10,469,274
                                       --------------
 EXPENSES
  Plan of distribution fee ...........    6,618,211
  Management fee .....................    3,594,353
  Investment advisory fee ............    2,396,236
  Transfer agent fees and expenses  ..      813,420
  Registration fees ..................       73,998
  Shareholder reports and notices  ...       71,451
  Professional fees ..................       64,869
  Custodian fees .....................       52,968
  Trustees' fees and expenses  .......       44,497
  Organizational expenses ............       39,978
  Other ..............................       63,197
                                       --------------
   TOTAL EXPENSES ....................   13,833,178
                                       --------------
   NET INVESTMENT LOSS ...............   (3,363,904)
                                       --------------
NET REALIZED AND UNREALIZED GAIN
 (LOSS):
   Net realized loss .................  (27,767,424)
   Net change in unrealized
    appreciation  ....................   30,515,148
                                       --------------
    NET GAIN .........................    2,747,724
                                       --------------
    NET DECREASE ..................... $   (616,180)
                                       ==============
</TABLE>




         
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED  FOR THE YEAR ENDED
                                                                               MARCH 31, 1995      MARCH 31, 1994
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
 Operations:
  Net investment loss ..................................................... $ (3,363,904)       $ (3,579,953)
  Net realized gain (loss) ................................................  (27,767,424)          2,745,642
  Net change in unrealized appreciation ...................................   30,515,148          36,590,099
                                                                            ------------------  ------------------
   Net increase (decrease) ................................................     (616,180)         35,755,788
                                                                            ------------------  ------------------
 Net increase (decrease) from transactions in shares of beneficial
 interest .................................................................   (9,102,092)        184,484,174
                                                                            ------------------  ------------------
   Total increase (decrease) ..............................................   (9,718,272)        220,239,962
                                                                            ------------------  ------------------
NET ASSETS:
 Beginning of period ......................................................  707,068,730         486,828,768
                                                                            ------------------  ------------------
 END OF PERIOD ............................................................ $697,350,458        $707,068,730
                                                                            ==================  ==================
</TABLE>

                      See Notes to Financial Statements




         
<PAGE>

TCW/DW CORE EQUITY TRUST
Notes to Financial Statements
- -----------------------------------------------------------------------------

1. ORGANIZATION AND ACCOUNTING POLICIES -- TCW/DW Core Equity Trust (the
"Fund") is registered under the Investment Company Act of 1940, as amended,
as a non-diversified, open-end management investment company. The Fund was
organized as a Massachusetts business trust on January 31, 1992 and commenced
operations on March 29, 1992.

   The following is a summary of significant accounting policies:

   A. Valuation of Investments -- (1) an equity security listed or traded on
the New York, American Stock Exchange or other domestic or foreign stock
exchange is valued at its latest sale price on that exchange prior to the
time when assets are valued; if there were no sales that day, the security is
valued at the latest bid price; (2) all other portfolio securities for which
over-the-counter market quotations are readily available are valued at the
latest available bid price prior to the time of valuation; (3) when market
quotations are not readily available, including circumstances under which it
is determined by the Adviser that sale or bid prices are not reflective of a
security's market value, portfolio securities are valued at their fair value
as determined in good faith under procedures established by and under the
general supervision of the Trustees (valuation of debt securities for which
market quotations are not readily available may be based upon current market
prices of securities which are comparable in coupon, rating and maturity or
an appropriate matrix utilizing similar factors); and (4) short-term debt
securities having a maturity date of more than sixty days at time of purchase
are valued on a mark-to-market basis until sixty days prior to maturity and
thereafter at amortized cost based on their value on the 61st day. Short-term
debt securities having a maturity date of sixty days or less at the time of
purchase are valued at amortized cost. (5) The foreign currency market values
of investment securities are translated at the exchange rates prevailing at
the end of the period.

   B. Accounting for Investments -- Security transactions are accounted for
on the trade date (date the order to buy or sell is executed). Realized gains
and losses on security transactions are determined by the identified cost
method. Dividend income is recorded on the ex-dividend date. Interest income
is accrued daily and includes amortization of discounts on certain short-term
securities.

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

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




         
<PAGE>


   E. Organizational Expenses -- Dean Witter InterCapital Inc., an affiliate
of Dean Witter Services Company Inc. (the "Manager"), paid the organizational
expenses of approximately $202,000 which have been reimbursed for the maximum
amount of $200,000. Such expenses have been deferred and are being amortized
by the Fund on the straight-line method over a period not to exceed five
years from the commencement of operations.

2. MANAGEMENT AGREEMENT -- Pursuant to a Management Agreement, the Fund pays
its Manager a management fee, accrued daily and payable monthly, by applying
the annual rate of 0.51% to the Fund's average daily net assets.

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

3. INVESTMENT ADVISORY AGREEMENT -- Pursuant to an Investment Advisory
Agreement with TCW Funds Management, Inc. (the "Adviser"), the Fund pays the
Adviser an advisory fee, accrued daily and payable monthly, by applying the
annual rate of 0.34% to the Fund's average daily net assets.

   Under the terms of the Investment Advisory Agreement, the Fund has
retained the Adviser to invest the Fund's assets, including placing orders
for the purchase and sale of portfolio securities. The Adviser obtains and
evaluates such information and advice relating to the economy, securities
markets, and specific securities as it considers necessary or useful to
continuously manage the assets of the Fund in a manner consistent with its
investment objective. In addition, the Adviser pays the salaries of all
personnel, including officers of the Fund, who are employees of the Adviser.

4. PLAN OF DISTRIBUTION -- Shares of the Fund are distributed by Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of the Manager. The Fund
has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under
the Act pursuant to which the Fund pays the Distributor compensation, accrued
daily and payable monthly, at an annual rate of 1.0% of the lesser of: (a)
the average daily aggregate gross sales of the Fund's shares since the Fund's
inception (not including reinvestment of dividend or capital gain
distributions) less the average daily aggregate net asset value of the Fund's
shares redeemed since the Fund's inception upon which a contingent deferred
sales charge has been imposed or upon which such charge has been waived; or
(b) the Fund's average daily net assets. Amounts paid under the Plan are paid
to the Distributor to compensate it for the services provided and the
expenses borne by it and others in the distribution of the Fund's shares,
including the payment of commissions for sales of the Fund's shares and
incentive compensation to, and expenses of, the account executives of Dean
Witter Reynolds Inc. ("DWR"), an affiliate of the Manager and Distributor,
and other employees or selected dealers who engage in or support distribution
of the Fund's shares or who service shareholder accounts, including overhead
and telephone expenses, printing and distribution of prospectuses and reports
used in connection with the offering of the Fund's shares to other than
current shareholders and preparation, printing and distribution of sales
literature and advertising materials. In addition, the Distributor may be
compensated under the Plan for its opportunity costs in advancing such
amounts, which compensation would be in the form of a carrying charge on any
unreimbursed expenses incurred by the Distributor.




         
<PAGE>

TCW/DW CORE EQUITY TRUST
Portfolio of Investments March 31, 1995 (continued)
- -----------------------------------------------------------------------------


   Provided that the Plan continues in effect, any cumulative expenses
incurred but not yet recovered, may be recovered through future distribution
fees from the Fund and contingent deferred sales charges from the Fund's
shareholders.

   The Distributor has informed the Fund that for the year ended March 31,
1995, it received approximately $2,328,000 in contingent deferred sales
charges from certain redemptions of the Fund's shares. The Fund's
shareholders pay such charges which are not an expense of the Fund.

5. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The cost of
purchases and proceeds from sales of portfolio securities, excluding
short-term investments, for the year ended March 31, 1995 aggregated
$265,972,710 and $265,709,683, respectively.

   For the year ended March 31, 1995, the Fund incurred $73,285 in brokerage
commissions with DWR for portfolio transactions executed on behalf of the
Fund.

   Dean Witter Trust Company, an affiliate of the Manager and Distributor, is
the Fund's transfer agent. At March 31, 1995, the Fund had transfer agent
fees and expenses payable of approximately $85,000.

6. SHARES OF BENEFICIAL INTEREST -- Transactions in shares of beneficial
interest were as follows:

<TABLE>
<CAPTION>
                                FOR THE YEAR ENDED              FOR THE YEAR ENDED
                                  MARCH 31, 1995                  MARCH 31, 1994
                          -------------------------------  -----------------------------
                               SHARES          AMOUNT          SHARES          AMOUNT
                          --------------  ---------------  -------------  --------------
<S>                       <C>             <C>              <C>            <C>
Sold ....................   9,459,986     $ 112,171,128    21,364,218     $258,943,076
Repurchased ............. (10,328,173)     (121,273,220)   (6,136,786)     (74,458,902)
                          --------------  ---------------  -------------  --------------
Net increase (decrease)      (868,187)    $  (9,102,092)   15,227,432     $184,484,174
                          ==============  ===============  =============  ==============
</TABLE>

7. FEDERAL INCOME TAX STATUS -- At March 31, 1995 the Fund had net capital
loss carryovers of approximately $30,083,000 of which $3,681,000 will be
available through March 31, 2001, $7,850,000 will be available through March
31, 2002 and $18,552,000 will be available through March 31, 2003 to offset
future capital gains to the extent provided by regulations. Capital losses
incurred after October 31 ("post-October losses") within the taxable year are
deemed to arise on the first business day of the Fund's next taxable year.
The Fund incurred and will elect to defer net capital losses of approximately
$9,215,000 during fiscal 1995. As of March 31, 1995, the Fund had temporary
book/tax differences attributable to post-October losses and permanent
book/tax differences attributable to a net operating loss. To reflect
reclassifications arising from permanent book/tax differences for the year
ended March 31, 1995, paid-in-capital was charged and net investment loss was
credited $3,363,904.




         
<PAGE>

TCW/DW CORE EQUITY TRUST
Financial Highlights
- -----------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                    FOR THE PERIOD
                                              FOR THE YEAR ENDED    MAY 29, 1992*
                                                  MARCH 31,            THROUGH
                                           ---------------------       MARCH 31,
                                              1995       1994           1993
                                           ----------  ----------  --------------
<S>                                        <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period  .... $     12.10 $     11.26 $     10.00
                                           ----------  ----------  --------------
Net investment loss ......................       (0.06)      (0.06)      (0.01)
Net realized and unrealized gain  ........        0.07        0.90        1.27
                                           ----------  ----------  --------------
Total from investment operations  ........        0.01        0.84        1.26
                                           ----------  ----------  --------------
Net asset value, end of period ........... $     12.11 $     12.10 $     11.26
                                           ==========  ==========  ==============
TOTAL INVESTMENT RETURN+ .................        0.08%       7.46%      12.60%(1)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)   $   697,350 $   707,069 $   486,829
Ratios to average net assets:
 Expenses ................................        1.96%       1.93%       2.07%(2)
 Net investment loss .....................       (0.48)%     (0.59)%     (0.14)%(2)
Portfolio turnover rate ..................          38%         35%         26%(1)
</TABLE>
[FN]
  *  Commencement of operations.

  +  Does not reflect the deduction of sales charge.

 (1) Not annualized.

 (2) Annualized.

                      See Notes to Financial Statements




         
<PAGE>

TCW/DW CORE EQUITY TRUST
Report of Independent Accountants
- -----------------------------------------------------------------------------

To the Shareholders and Trustees of TCW/DW Core Equity Trust

In our opinion, the accompanying statement of assets and liabilities,
including the portfolio of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of TCW/DW Core
Equity Trust (the "Fund") at March 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended and the financial highlights for each of the
two years in the period then ended and for the period May 29, 1992
(commencement of operations) through March 31, 1993, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are
the responsibility of the Fund's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of securities at March
31, 1995 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
May 8, 1995





         
TRUSTEES
John C. Argue
Richard M. DeMartini
Charles A. Fiumefreddo
John R. Haire
Dr. Manuel H. Johnson
Paul Kolton
Thomas E. Larkin, Jr.
Michael E. Nugent
John L. Schroeder
Marc I. Stern

OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive Officer
Thomas E. Larkin, Jr.
President
Sheldon Curtis
Vice President, Secretary and
General Counsel
Robert M. Hanisee
Vice President
James A. Tilton
Vice President
Thomas F. Caloia
Treasurer

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

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

MANAGER
Dean Witter Services Company Inc.

ADVISER
TCW Funds Management, Inc.


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

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


TCW/DW

CORE EQUITY
TRUST

Annual Report
March 31, 1995





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