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Filed Pursuant to Rule 497(e)
Registration File No.: 33-46049
SUPPLEMENT TO THE PROSPECTUS OF
TCW/DW NORTH AMERICAN GOVERNMENT INCOME TRUST
DATED NOVEMBER 25, 1998
THE FUND AND ITS MANAGEMENT. On February 25, 1999, acting on a proposal in
connection with an overall consolidation of the TCW/DW Family of Funds and the
Morgan Stanley Dean Witter Family of Funds, the Board of Trustees unanimously
recommended that the Fund engage Morgan Stanley Dean Witter Advisors Inc.
("MSDW Advisors"), the parent company of Morgan Stanley Dean Witter Services
Company Inc. ("MSDW Services"), the Fund's current manager, to serve as the
Fund's new investment manager and that a new investment management agreement
between the Fund and MSDW Advisors (the "New Investment Management Agreement")
be submitted to shareholders for approval at a special meeting expected to be
held in June 1999. Under the proposed New Investment Management Agreement, MSDW
Advisors would be responsible for all of the services that are presently being
provided in accordance with the current management agreement between the Fund
and MSDW Services (the "Current Management Agreement") and the current advisory
agreement between the Fund and TCW Funds Management, Inc. ("TCW") (the "Current
Advisory Agreement"), except that the New Investment Management Agreement would
provide that MSDW Advisors could, at its own expense, enter into a sub-advisory
agreement with another money manager.
The advisory fee rates MSDW Advisors would charge the Fund under the New
Investment Management Agreement would be 0.65% of the Fund's net assets up to
$3 billion and 0.60% on assets over $3 billion. These fee rates are identical
to the total aggregate fee rates currently in effect under the Current
Management and Advisory Agreements.
At the February 25, 1999 meeting, the Trustees also recommended that a new
sub-advisory agreement (the "New Sub-Advisory Agreement") between MSDW Advisors
and TCW be submitted to shareholders at the same special meeting of
shareholders to be held in June 1999. TCW is a wholly-owned subsidiary of The
TCW Group, Inc. In return for the services that TCW would render under the New
Sub-Advisory Agreement, MSDW Advisors would pay TCW monthly compensation equal
to 40% of the compensation it receives under the New Investment Management
Agreement.
At their February 25, 1999 meeting, the Trustees of the Fund also
nominated for election or re-election, as appropriate, the following eight
nominees to the Fund's Board of Trustees at the June meeting of shareholders:
Michael Bozic, Charles A. Fiumefreddo, Edwin Jacob (Jake) Garn, Wayne E.
Hedien, Dr. Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell and John L.
Schroeder. Messrs. Fiumefreddo, 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 are
nominated to replace Messrs. Argue, DeMartini, Larkin and Stern, who intend to
resign as Trustees, and they would commence service at the time the New
Investment Management Agreement takes effect. Messrs. Bozic, Garn, Hedien and
Purcell currently hold directorships or trusteeships with 84 other investment
companies for which MSDW Advisors serves as investment manager or investment
advisor.
Finally, at the February 25, 1999 meeting, the Trustees also voted to
change the name of the Fund upon effectiveness of the proposals from "TCW/DW
North American Government Income Trust" to "Morgan Stanley Dean Witter North
American Government Income Trust."
February 25, 1999
