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Filed Pursuant to Rule 497(e)
Registration File No.: 33-45450
SUPPLEMENT TO THE PROSPECTUS OF
TCW/DW CORE EQUITY TRUST
DATED JULY 28, 1997
THE FUND AND ITS MANAGEMENT. In October, 1997, the Fund's current adviser,
TCW Funds Management, Inc. ("TCW") indicated its intention to resign as
investment adviser to the Fund, such resignation to take place upon execution
of a new advisory agreement following shareholder approval of a new adviser.
On November 6, 1997, the Board of Trustees unanimously recommended that
the Fund engage Dean Witter InterCapital Inc. ("InterCapital"), the parent
company of Dean Witter Services Company Inc. ("Services"), the Fund's current
manager, to serve as the Fund's new investment adviser and that a new
investment management agreement between the Fund and InterCapital (the "New
Investment Management Agreement") be submitted to shareholders for approval
at a special meeting expected to be held in February, 1998. Under the
proposed New Investment Management Agreement, InterCapital would be
responsible for all of the services that are presently being provided in
accordance with the current management agreement between the Fund and
Services (the "Current Management Agreement") and the current advisory
agreement between the Fund and TCW (the "Current Advisory Agreement"), except
that the New Investment Management Agreement would provide that InterCapital
could, at its own expense, enter into a sub-advisory agreement with another
money manager.
The advisory fee rates InterCapital would charge the Fund under the New
Investment Management Agreement would be 0.80% of the Fund's net assets up to
$750 million, scaled down at various asset levels to 0.70% on assets over
$1.5 billion. These fee rates would be 0.05% lower than the total aggregate
fee rate currently in effect under the Current Management Agreement and the
Current Advisory Agreement.
At the November 6, 1997 meeting, the Trustees also recommended that a new
sub-advisory agreement (the "New Sub-Advisory Agreement") between
InterCapital and Morgan Stanley Asset Management Inc. ("MSAM") be submitted
to shareholders at the same special meeting of shareholders to be held in
February, 1998. Both InterCapital and MSAM are wholly-owned subsidiaries of
Morgan Stanley, Dean Witter, Discover & Co. In return for the services that
MSAM would render under the New Sub-Advisory Agreement, InterCapital would
pay MSAM monthly compensation equal to 40% of the compensation it receives
under the New Investment Management Agreement.
At their November 6, 1997 meeting, the Trustees of the Fund also nominated
for election or re-election, as appropriate, the following nine nominees to
the Fund's Board of Trustees at the February meeting of shareholders: Michael
Bozic, Charles A. Fiumefreddo, Edwin Jacob (Jake) Garn, John R. Haire, Wayne
E. Hedien, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell and
John L. Schroeder. Messrs. Fiumefreddo, Haire, Johnson, Nugent and Schroeder
currently serve as Trustees of the Fund and, with the exception of Mr.
Schroeder, were previously elected by shareholders. Messrs. Bozic, Garn,
Hedien and Purcell currently hold directorships or trusteeships with 84 other
investment companies for which InterCapital serves as investment manager or
investment adviser.
Finally, at the November 6, 1997 meeting, the Trustees also voted to
change the name of the Fund upon effectiveness of the proposals that will be
submitted to shareholders at the February special meeting of shareholders
from "TCW/DW Core Equity Trust" to "Dean Witter Growth Fund."
November 6, 1997
