TCW/DW CORE EQUITY TRUST
N-30D, 1997-06-02
Previous: WADDELL & REED FUNDS INC, DEF 14A, 1997-06-02
Next: FIRST TRUST COMBINED SERIES 155, 485BPOS, 1997-06-02




<PAGE>
TCW/DW CORE EQUITY TRUST      Two World Trade Center, New York, New York 10048 
LETTER TO THE SHAREHOLDERS March 31, 1997 

DEAR SHAREHOLDER: 

The equity market posted strong returns for the second consecutive year 
during the twelve-month period ended March 31, 1997. Led by technology, 
financial and energy-related stocks, the Standard & Poor's 500 Composite 
Stock Price Index (S&P 500) appreciated 19.84 percent during this period. 

Throughout much of this period, economic data presented a confusing picture 
that increased market volatility, which is typical of a business expansion 
that is over six years old. Despite little evidence of inflationary pressure, 
the strengthening economy continued to concern the Federal Reserve Board and 
ultimately led to its tightening of short-term interest rates in late March. 
This action resulted in the S&P 500 losing most of the gains it had achieved 
in early 1997. 

PERFORMANCE AND PORTFOLIO STRATEGY 

Against this backdrop, TCW/DW Core Equity Trust posted a total return of 8.31 
percent for the twelve-month period ended March 31, 1997. This compares to 
the previously mentioned return of 19.84 percent for the S&P 500 and a return 
of 12.03 percent for the Lipper Growth Funds Index. The accompanying chart 
illustrates the growth of a hypothetical $10,000 investment in the Fund from 
inception (May 29, 1992) through March 31, 1997, versus a similar investment 
in the issues that comprise the S&P 500 and the Lipper Growth Funds Index. 

The Fund invests in companies that lead their respective fields in the 
development of innovative services or products. Technology has been a 
dominant theme in the portfolio, with a weighting of 25 percent on March 31, 
1997. The secular growth of technology worldwide is staggering, even as most 
European and Asian countries struggle with economic growth. Intel Corp. and 
Microsoft Corp. are prime examples of current Fund technology holdings that 
couple excellent management with market dominance. 

Other themes in the portfolio reflect the sustainable recovery in airlines 
and the upturn in the commercial aerospace cycle, an ongoing trend 

<PAGE>
TCW/DW CORE EQUITY TRUST 
LETTER TO THE SHAREHOLDERS March 31, 1997, continued 

toward corporate outsourcing and the aging of the population, which requires 
more sophisticated financial services. The commercial aerospace holdings 
include Boeing Co., United Technologies Corp. and Honeywell, Inc., while 
Citicorp, Associates First Capital Corp. and Marsh McLennan Companies, Inc. 
are representative of the Fund's financial services holdings. 

        [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND
        ACCURATE DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR
                        THE PURPOSE OF EDGAR FILING.]

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


         DATE             FUND                   S&P               LIPPER
- -------------------------------------------------------------------------------
May 29, 1992             $10000                 $10000             $10000
- -------------------------------------------------------------------------------
March 31, 1993           $11260                 $11140             $11158
- -------------------------------------------------------------------------------
March 31, 1994           $12100                 $11303             $11771
- -------------------------------------------------------------------------------
March 31, 1995           $12110                 $13061             $12806
- -------------------------------------------------------------------------------
March 31, 1996           $15100                 $17252             $16556
- -------------------------------------------------------------------------------
March 31, 1997           $16154 (3)             $20672             $18549
===============================================================================

                      AVERAGE ANNUAL TOTAL RETURNS (FUND)

                      1 YEAR                  LIFE OF FUND
          ===========================================================
                      8.31% (1)                10.70% (1)
          -----------------------------------------------------------
                      3.31% (2)                10.42% (2)
          ===========================================================

 ==============================================================================
                      Fund          S&P 500 (4)          LIPPER (5)
              -------       -------              -------
 ==============================================================================

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-2%). See the
      Fund's current prospectus for complete details on fees and sales
      charges.

(3)   Closing value after the deduction of a 2% CDSC, assuming a complete
      redemption on March 31, 1997.

(4)   The Standard & Poor's 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. The Index is unmanaged and
      should not be considered an investment.

(5)   The Lipper Growth Funds Index is an equally-weighted performance index
      of the largest qualifying funds (based on net assets)in the Lipper
      Growth Funds objective.  The Index, which is adjusted for capital gains
      distributions and income dividends, is unmanaged and should not be
      considered an investment. There are currently 30 funds represented in
      this index.

LOOKING AHEAD 

As the Fund enters its next fiscal year, investors in general are concerned 
with the possibility of future Federal Reserve Board tightening. Until 
investors can become more comfortable with the Federal Reserve's policy, 
markets are likely to be somewhat volatile over the near term. TCW Funds 
Management, Inc. (TCW), the Fund's investment adviser, believes the economy 
should continue to experience moderate growth, with inflation remaining in 
check and continued good corporate earnings growth. This should benefit the 
market and the Fund going forward. TCW cautions that the spectacular returns 
of the markets over the past two years should not be expected to continue, 
however, returns should tend to be more in line with earnings growth. 

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

Very truly yours, 

/s/ Charles A. Fiumefreddo 

CHARLES A. FIUMEFREDDO 
Chairman of the Board 

<PAGE>

TCW/DW CORE EQUITY TRUST 
PORTFOLIO OF INVESTMENTS March 31, 1997 

<TABLE>
<CAPTION>
 NUMBER OF 
   SHARES                                                                         VALUE 
- ------------------------------------------------------------------------------------------- 
<S>         <C>                                                              <C>
            COMMON STOCKS (99.7%) 
            Air Transport (6.1%) 
    57,800  AMR Corp.*  .....................................................  $ 4,768,500 
   291,100  Delta Air Lines, Inc.  ..........................................   24,488,787 
   233,900  UAL Corp.*  .....................................................   15,145,025 
                                                                             -------------- 
                                                                                44,402,312 
                                                                             -------------- 
            Aircraft & Aerospace (8.1%) 
   283,100  Boeing Co.  .....................................................   27,920,737 
   413,900  United Technologies Corp.  ......................................   31,145,975 
                                                                             -------------- 
                                                                                59,066,712 
                                                                             -------------- 
            Auto Parts -Original Equipment (4.4%) 
   512,900  Lear Corp.*  ....................................................   17,118,037 
            Magna International, Inc. 
   294,400  (Class A)(Canada) ...............................................   14,609,600 
                                                                             -------------- 
                                                                                31,727,637 
                                                                             -------------- 
            Automobiles (4.1%) 
   666,200  Chrysler Corp.  .................................................   19,986,000 
   309,600  Ford Motor Co.  .................................................    9,713,700 
                                                                             -------------- 
                                                                                29,699,700 
                                                                             -------------- 
            Banks -Money Center (3.7%) 
   250,600  Citicorp ........................................................   27,127,450 
                                                                             -------------- 
            Beverages -Soft Drinks (2.3%) 
   516,800  PepsiCo, Inc.  ..................................................   16,860,600 
                                                                             -------------- 
            Brokerage (2.1%) 
   176,000  Merrill Lynch & Co., Inc.  ......................................   15,114,000 
                                                                             -------------- 
            Business Services (2.2%) 
   476,100  Green Tree Financial Corp.  .....................................   16,068,375 
                                                                             -------------- 
            Commercial Services (1.6%) 
   484,700  Corrections Corp. of America* ...................................   11,753,975 
                                                                             -------------- 
            Communications -Equipment & 
            Software (4.0%) 
   187,700  Cascade Communications Corp.*  ..................................    4,950,587 
   504,906  Cisco Systems, Inc. * ...........................................   24,298,601 
                                                                             -------------- 
                                                                                29,249,188 
                                                                             -------------- 
            Computer Equipment (2.1%) 
   385,000  Storage Technology Corp.*  ......................................   15,111,250 
                                                                             -------------- 
            Computer Services (2.4%) 
   286,500  Computer Sciences Corp.*  .......................................   17,691,375 
                                                                             -------------- 
            Computer Software (3.9%) 
   309,200  Microsoft Corp.*  ...............................................   28,330,450 
                                                                             -------------- 
            Drugs (1.9%) 
   241,200  Amgen, Inc.*  ...................................................   13,477,050 
                                                                             -------------- 

<PAGE>

            Electrical Equipment (3.6%) 
   224,400  Honeywell, Inc.  ................................................  $15,231,150 
   608,011  Westinghouse Electric Corp.  ....................................   10,792,195 
                                                                             -------------- 
                                                                                26,023,345 
                                                                             -------------- 
            Electronics -Semiconductors/ 
            Components (6.4%) 
   337,100  Intel Corp.  ....................................................   46,856,900 
                                                                             -------------- 
            Entertainment (1.3%) 
   453,800  Mirage Resorts, Inc.*  ..........................................    9,643,250 
                                                                             -------------- 
            Financial Services (2.1%) 
   357,000  Associates First Capital Corp. (Class A)  .......................   15,351,000 
                                                                             -------------- 
            Healthcare -Diversified (4.6%) 
   215,700  Johnson & Johnson ...............................................   11,405,138 
   149,300  United Healthcare Corp.  ........................................    7,110,413 
   172,000  Warner-Lambert Co.  .............................................   14,878,000 
                                                                             -------------- 
                                                                                33,393,551 
                                                                             -------------- 
            Healthcare -Drugs (1.8%) 
   157,200  Lilly (Eli) & Co.  ..............................................   12,929,700 
                                                                             -------------- 
            Household Appliances (3.0%) 
   490,300  American Standard Companies, Inc.*  .............................   22,063,500 
                                                                             -------------- 
            Insurance (1.6%) 
   103,200  Marsh & McLennan Companies, Inc.  ...............................   11,687,400 
                                                                             -------------- 
            Machinery -Construction & 
            Materials (2.8%) 
   258,400  Caterpillar, Inc.  ..............................................   20,736,600 
                                                                             -------------- 
            Office Equipment & Supplies (3.2%) 
   256,700  Hewlett-Packard Co.  ............................................   13,669,275 
   163,600  Xerox Corp.  ....................................................    9,304,750 
                                                                             -------------- 
                                                                                22,974,025 
                                                                             -------------- 
            Oil -Exploration & Production (1.2%) 
   372,500  Canadian Natural Resources Ltd. (Canada)* .......................    9,009,928 
                                                                             -------------- 
            Oil Integrated -International (1.1%) 
    93,900  Amoco Corp.  ....................................................    8,134,088 
                                                                             -------------- 
            Railroads (2.6%) 

   253,097  Burlington Northern Santa Fe Corp.  .............................  18,729,178 
                                                                             -------------- 
            Restaurants (1.2%) 
   284,500  Boston Chicken, Inc.*  ..........................................   8,641,688 
                                                                             -------------- 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
TCW/DW CORE EQUITY TRUST 
PORTFOLIO OF INVESTMENTS March 31, 1997, continued 

<TABLE>
<CAPTION>
 NUMBER OF 
   SHARES                                                                        VALUE 
- ------------------------------------------------------------------------------------------ 
<S>         <C>                                                              <C>
            Retail-Specialty (3.1%) 
   422,700  Home Depot, Inc.  ............................................... $ 22,614,450 
                                                                             ------------- 
            Soap & Household Products (5.6%) 
   153,600  Kimberly-Clark Corp.  ...........................................   15,264,000 
   221,100  Procter & Gamble Co.  ...........................................   25,426,500 
                                                                             ------------- 
                                                                                40,690,500 
                                                                             ------------- 
            Telecommunications (2.6%) 
   242,700  Ascend Communications, Inc.*  ...................................    9,890,025 
   166,700  Lucent Technologies, Inc.  ......................................    8,793,425 
                                                                             ------------- 
                                                                                18,683,450 
                                                                             ------------- 
            Tobacco (3.0%) 
   194,500  Philip Morris Companies, Inc.  ..................................   22,197,313 
                                                                             ------------- 
            TOTAL COMMON STOCKS 
            (Identified Cost $512,931,010)  .................................  726,039,940 
                                                                             ------------- 

</TABLE>

<TABLE>
<CAPTION>
 PRINCIPAL 
 AMOUNT IN 
 THOUSANDS                                                                       VALUE 
- ----------- ---------------------------------------------------------------- ------------- 
            SHORT-TERM INVESTMENT (0.4%) 
<S>         <C>                                                              <C>
  $2,554    REPURCHASE AGREEMENT 
            The Bank of New York 
            5.375% due 04/01/97 
            (dated 03/31/97; proceeds $2,554,302; collateralized by 
            $1,086,566 U.S. Treasury Note 5.75% due 10/31/00 valued at 
            $1,081,048 and $1,530,005 U.S. Treasury Note 6.00% due 08/15/99 
            valued at $1,523,951) 
            (Identified Cost $2,553,921) ....................................  $2,553,921 
                                                                             ------------- 
</TABLE>

<TABLE>
<CAPTION>
<S>                                <C>      <C>
TOTAL INVESTMENTS 
(Identified Cost $515,484,931)(a) .  100.1%   728,593,861 
LIABILITIES IN EXCESS OF OTHER 
ASSETS.............................   (0.1)    (1,065,831) 
                                   -------- ------------- 
NET ASSETS.........................  100.0%  $727,528,030 
                                   ======== ============= 
</TABLE>
- ------------ 
 *     Non-income producing security. 
(a)    The aggregate cost for federal income tax purposes approximates 
       identified cost. The aggregate gross unrealized appreciation is 
       $237,346,226 and the aggregate gross unrealized depreciation is 
       $24,237,296, resulting in net unrealized appreciation of $213,108,930. 

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
TCW/DW CORE EQUITY TRUST 
FINANCIAL STATEMENTS 

STATEMENT OF ASSETS AND LIABILITIES 
March 31, 1997 

<TABLE>
<CAPTION>
<S>                                                                   <C>
ASSETS: 
Investments in securities, at value 
 (identified cost $515,484,931).......................................  $728,593,861 
Receivable for: 
  Dividends...........................................................       789,837 
  Shares of beneficial interest sold..................................       346,389 
Deferred organizational expenses......................................         6,681 
Prepaid expenses and other assets.....................................        49,671 
                                                                      -------------- 
  TOTAL ASSETS........................................................   729,786,439 
                                                                      -------------- 
LIABILITIES: 
Payable for: 
  Shares of beneficial interest repurchased...........................     1,045,692 
  Plan of distribution fee............................................       475,502 
  Management fee......................................................       334,885 
  Investment advisory fee.............................................       223,257 
Accrued expenses......................................................       179,073 
                                                                      -------------- 
  TOTAL LIABILITIES...................................................     2,258,409 
                                                                      -------------- 
NET ASSETS: 
Paid-in-capital ......................................................   455,058,838 
Net unrealized appreciation...........................................   213,108,930 
Accumulated undistributed net realized gain...........................    59,360,262 
                                                                      -------------- 
  NET ASSETS..........................................................  $727,528,030 
                                                                      ============== 
NET ASSET VALUE PER SHARE, 
 48,217,917 shares outstanding (unlimited shares authorized of $.01 
 par value)...........................................................  $      15.09 
                                                                      ============== 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
TCW/DW CORE EQUITY TRUST 
FINANCIAL STATEMENTS, continued 

STATEMENT OF OPERATIONS 
For the year ended March 31, 1997 

<TABLE>
<CAPTION>
<S>                                                <C>
NET INVESTMENT INCOME: 
INCOME 
Dividends (net of $51,765 foreign withholding 
 tax)..............................................  $  7,379,844 
Interest...........................................       125,839 
                                                   -------------- 
  TOTAL INCOME.....................................     7,505,683 
                                                   -------------- 
EXPENSES 
Plan of distribution fee ..........................     5,711,981 
Management fee.....................................     3,918,537 
Investment advisory fee............................     2,612,358 
Transfer agent fees and expenses...................       686,285 
Professional fees..................................        82,401 
Shareholder reports and notices....................        62,903 
Custodian fees.....................................        48,319 
Registration fees..................................        40,492 
Organizational expenses............................        39,979 
Trustees' fees and expenses........................        33,530 
Other..............................................        62,740 
                                                   -------------- 
  TOTAL EXPENSES ..................................    13,299,525 
                                                   -------------- 
  NET INVESTMENT LOSS..............................    (5,793,842) 
                                                   -------------- 
NET REALIZED AND UNREALIZED GAIN (LOSS): 
Net realized gain..................................    90,999,031 
Net change in unrealized appreciation..............   (22,753,082) 
                                                   -------------- 
  NET GAIN.........................................    68,245,949 
                                                   -------------- 
NET INCREASE.......................................  $ 62,452,107 
                                                   ============== 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
TCW/DW CORE EQUITY TRUST 
FINANCIAL STATEMENTS, continued 

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                         FOR THE YEAR   FOR THE YEAR 
                                                            ENDED          ENDED 
                                                        MARCH 31, 1997 MARCH 31, 1996 
- ------------------------------------------------------ -------------- -------------- 
<S>                                                    <C>            <C>
INCREASE (DECREASE) IN NET ASSETS: 
OPERATIONS: 
Net investment loss....................................  $ (5,793,842)  $ (5,429,759) 
Net realized gain......................................    90,999,031     68,877,185 
Net change in unrealized appreciation..................   (22,753,082)   100,384,305 
                                                       -------------- -------------- 
  NET INCREASE.........................................    62,452,107    163,831,731 
Distributions from net realized gain...................   (61,217,104)       -- 
Net decrease from transactions in shares of beneficial 
 interest..............................................   (40,876,663)   (94,012,499) 
                                                       -------------- -------------- 
NET INCREASE (DECREASE)................................   (39,641,660)    69,819,232 
NET ASSETS: 
Beginning of period....................................   767,169,690    697,350,458 
                                                       -------------- -------------- 
   END OF PERIOD ......................................  $727,528,030   $767,169,690 
                                                       ============== ============== 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
TCW/DW CORE EQUITY TRUST 
NOTES TO FINANCIAL STATEMENTS March 31, 1997 

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's investment objective is long-term growth of 
capital. The Fund seeks to achieve its objective by investing primarily in 
common stocks and securities convertible into common stocks issued by 
domestic and foreign companies. The Fund was organized as a Massachusetts 
business trust on January 31, 1992 and commenced operations on May 29, 1992. 

The preparation of financial statements in accordance with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts and disclosures. Actual results could differ 
from those estimates. 

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 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 
TCW Funds Management, Inc. (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. 

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 and other distributions are recorded on the 
ex-dividend date. Discounts are accreted over the life of the respective 
securities. Interest income is accrued daily. 

<PAGE>
TCW/DW CORE EQUITY TRUST 
NOTES TO FINANCIAL STATEMENTS March 31, 1997 continued 

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. 

E. ORGANIZATIONAL EXPENSES -- Dean Witter InterCapital Inc. ("InterCapital"), 
an affiliate of Dean Witter Services Company Inc. (the "Manager"), paid the 
organizational expenses of approximately $202,000 which have been reimbursed, 
exclusive of $2,000 which has been absorbed by InterCapital. Such expenses 
have been deferred and are being amortized 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 the Manager a management 
fee, accrued daily and payable monthly, by applying the following annual 
rates to the Fund's daily net assets determined at the close of each business 
day: 0.51% to the portion of daily net assets not exceeding $750 million; 
0.48% to the portion of daily net assets exceeding $750 million but not 
exceeding $1.5 billion; and 0.45% to the portion of daily net assets 
exceeding $1.5 billion. 

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. 

<PAGE>
TCW/DW CORE EQUITY TRUST 
NOTES TO FINANCIAL STATEMENTS March 31, 1997 continued 

3. INVESTMENT ADVISORY AGREEMENT 

Pursuant to an Investment Advisory Agreement, the Fund pays the Adviser an 
advisory fee, accrued daily and payable monthly, by applying the following 
annual rates to the Fund's daily net assets determined at the close of each 
business day: 0.34% to the portion of daily net assets not exceeding $750 
million; 0.32% to the portion of daily net assets exceeding $750 million but 
not exceeding $1.5 billion; and 0.30% to the portion of daily net assets 
exceeding $1.5 billion. 

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 
broker-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 
NOTES TO FINANCIAL STATEMENTS March 31, 1997 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. 

Although there is no legal obligation for the Fund to pay expenses incurred 
in excess of payments made to the Distributor under the Plan and the proceeds 
of contingent deferred sales charges paid by investors upon redemption of 
shares, if for any reason the Plan is terminated, the Trustees will consider 
at that time the manner in which to treat such expenses. The Distributor has 
advised the Fund that such excess amounts, including carrying charges, 
totaled $21,584,533 at March 31, 1997. 

The Distributor has informed the Fund that for the year ended March 31, 1997, 
it received approximately $1,579,000 in contingent deferred sales charges 
from certain redemptions of the Fund's shares. 

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, 1997 
aggregated $340,647,512 and $443,667,096, respectively. 

For the year ended March 31, 1997, the Fund incurred $53,710 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, 1997, the Fund had transfer agent 
fees and expenses payable of approximately $110,000. 

6. SHARES OF BENEFICIAL INTEREST 

Transactions in shares of beneficial interest were as follows: 

<TABLE>
<CAPTION>
                                        FOR THE YEAR                   FOR THE YEAR 
                                            ENDED                         ENDED 
                                       MARCH 31, 1997                 MARCH 31, 1996 
                               ----------------------------- ------------------------------ 
                                   SHARES         AMOUNT          SHARES         AMOUNT 
                               ------------- --------------- -------------- --------------- 
<S>                            <C>           <C>             <C>            <C>
Sold                              3,329,142    $  52,606,423     4,293,001    $  60,014,162 
Reinvestment of distributions     3,693,581       57,173,675        --              -- 
                               ------------- --------------- -------------- --------------- 
                                  7,022,723      109,780,098     4,293,001       60,014,162 
Repurchased                      (9,631,148)    (150,656,761)  (11,052,750)    (154,026,661) 
                               ------------- --------------- -------------- --------------- 
Net decrease                     (2,608,425)   $ (40,876,663)   (6,759,749)   $ (94,012,499) 
                               ============= =============== ============== =============== 
</TABLE>

7. FEDERAL INCOME TAX STATUS 

As of March 31, 1997, the Fund had temporary book/tax differences 
attributable to capital loss deferrals on wash sales and permanent book/tax 
differences attributable to a net operating loss. To reflect 
reclassifications arising from the permanent difference, paid-in-capital was 
charged and net investment loss was credited $5,793,842. 

<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 YEAR ENDED MARCH 31,         FOR THE PERIOD 
                                                                                        MAY 29, 1992*  
                                           -------------------------------------------     THROUGH     
                                               1997       1996       1995       1994    MARCH 31, 1993 
                                           ---------- ---------- ---------- ---------- ---------------
<S>                                        <C>        <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE: 
Net asset value, beginning of period ......  $  15.09   $  12.11   $  12.10   $  11.26     $  10.00 
                                           ---------- ---------- ---------- ---------- -------------- 
Net investment loss .......................      (.12)     (0.11)     (0.06)     (0.06)       (0.01) 
Net realized and unrealized gain ..........      1.39       3.09       0.07       0.90         1.27 
                                           ---------- ---------- ---------- ---------- -------------- 
Total from investment operations ..........      1.27       2.98       0.01       0.84         1.26 
                                           ---------- ---------- ---------- ---------- -------------- 
Less distributions from net realized gain       (1.27)     --         --         --           -- 
                                           ---------- ---------- ---------- ---------- -------------- 
Net asset value, end of period ............  $  15.09   $  15.09   $  12.11   $  12.10     $  11.26 
                                           ========== ========== ========== ========== ============== 
TOTAL INVESTMENT RETURN+...................      8.31%     24.69%      0.08%      7.46%       12.60%(1) 
RATIOS TO AVERAGE NET ASSETS: 
Expenses ..................................      1.73%      1.82%      1.96%      1.93%        2.07%(2) 
Net investment loss .......................     (0.75)%    (0.72)%    (0.48)%    (0.59)%      (0.14)%(2) 
SUPPLEMENTAL DATA: 
Net assets, end of period, in thousands  ..  $727,528   $767,170   $697,350   $707,069     $486,829 
Portfolio turnover rate ...................        45%        48%        38%        35%          26%(1) 
Average commission rate paid ..............  $ 0.0590   $ 0.0595      --         --             -- 
</TABLE>

- ------------ 
*      Commencement of operations. 
+      Does not reflect the deduction of sales charge. Calculated based on the 
       net asset value as of last business day of the period. 
(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, 1997, 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 
four 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, 1997 by correspondence with the custodian, provide a reasonable basis for 
the opinion expressed above. 

PRICE WATERHOUSE LLP 
1177 Avenue of the Americas 
New York, New York 10036 
May 9, 1997 

                      1997 FEDERAL TAX NOTICE (unaudited)

     During the year ended March 31, 1997, the Fund paid to its shareholders 
     $1.27 per share from long-term capital gains. 

<PAGE>

                (This page has been left blank intentionally)

<PAGE>
                (This page has been left blank intentionally)

<PAGE>

TRUSTEES 
John C. Argue 
Richard M. DeMartini 
Charles A. Fiumefreddo 
John R. Haire 
Dr. Manuel H. Johnson 
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 

Barry Fink 
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 
Fund. For more detailed information about the Fund, its offices and trustees, 
fees, expenses and other pertinent information, please see the prospectus of 
the Fund. 

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

TCW/DW 

CORE EQUITY TRUST 

ANNUAL REPORT 
MARCH 31, 1997 




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission