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Filed Pursuant to Rule 497(e)
Registration File No.: 33-46515
33-48765
33-81012
SUPPLEMENT TO THE PROSPECTUSES OF
TCW/DW LATIN AMERICAN GROWTH FUND DATED MARCH 31, 1998
TCW/DW SMALL CAP GROWTH FUND DATED APRIL 24, 1998
TCW/DW TOTAL RETURN TRUST DATED SEPTEMBER 29, 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 of TCW/DW
Latin American Growth Fund ("Latin American"), TCW/DW Small Cap Growth Fund
("Small Cap") and TCW/DW Total Return Trust ("Total Return") (each, a "Fund"
and collectively, the "Funds"), unanimously recommended that the Funds engage
Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"), the parent company
of Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services"), the
Funds' current manager, to serve as the Funds' new investment manager and that
a new investment management agreement between each Fund and MSDW Advisors (the
"New Investment Management Agreement") be submitted to shareholders for
approval at special meetings expected to be held in June 1999. Under the
proposed New Investment Management Agreements, MSDW Advisors would be
responsible for all of the services that are presently being provided in
accordance with the current management agreement between each Fund and MSDW
Services (the "Current Management Agreement") and the current advisory
agreement between each Fund and TCW Funds Management, Inc. ("TCW") (the
"Current Advisory Agreement"), except that each 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 Funds under each
respective New Investment Management Agreement would be as follows: Latin
American, 1.25% of average daily net assets up to $500 million and 1.20% of
average daily net assets in excess of $500 million; Small Cap, 1.00% of average
daily net assets; and Total Return, 0.75% of average daily net assets. These
fee rates are identical to the total aggregate fee rates currently in effect
under the applicable 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 of each Fund at the same special meetings
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 to each respective Fund, MSDW Advisors would pay TCW
monthly compensation equal to 40% of the compensation it receives under the
applicable New Investment Management Agreement.
At their February 25, 1999 meeting, the Trustees of the Funds also
nominated for election or re-election, as appropriate, the following eight
nominees to each Fund's Board of Trustees at the June meetings 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 each Fund and, with the exception of Mr. Schroeder, were
previously elected by shareholders of each Fund. Messrs. Bozic, Garn, Hedien
and Purcell are nominated to replace Messrs. Argue, DeMartini, Larkin, and
Stern, who intend to resign as Trustees of each Fund, and they would commence
service at the time the New Investment Management Agreements take 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 each Fund upon effectiveness of the proposals from TCW/DW
Latin American Growth Fund to "Morgan Stanley Dean Witter Latin American Growth
Fund;" from TCW/DW Small Cap Growth Fund to "Morgan Stanley Dean Witter Small
Cap Growth Fund;" and from TCW/DW Total Return Trust to "Morgan Stanley Dean
Witter Total Return Trust."
February 25, 1999
