<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
TCW/DW Latin American Growth Fund
TCW/DW Small Cap Growth Fund
TCW/DW Total Return Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Carsten Otto
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state how
it was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TCW/DW LATIN AMERICAN GROWTH FUND
TCW/DW SMALL CAP GROWTH FUND
TCW/DW TOTAL RETURN TRUST
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON JUNE 8, 1999
Notice is hereby given that special meetings of shareholders of TCW/DW
LATIN AMERICAN GROWTH FUND, TCW/DW SMALL CAP GROWTH FUND and TCW/DW TOTAL
RETURN TRUST (each, a "Fund" and collectively, the "Funds") will be held
jointly (the "Meeting") in Conference Room A, Forty-Fourth Floor, Two World
Trade Center, New York, New York 10048, on June 8, 1999, at 9:00 a.m., New York
City time, for the following purposes:
1. For each Fund, to approve or disapprove a new investment management
agreement (the "New Investment Management Agreement") between the Fund and
Morgan Stanley Dean Witter Advisors Inc.;
2. For each Fund, to approve or disapprove a new sub-advisory agreement
(the "New Sub-Advisory Agreement") between Morgan Stanley Dean Witter
Advisors Inc. and TCW Funds Management, Inc.;
3. For each Fund, to elect or re-elect, as appropriate, eight (8) Fund
Trustees to serve until their successors are elected and qualified; and
4. To transact other business that may properly come before the Meeting
or any adjournments thereof.
Upon effectiveness of the Proposals, TCW/DW Latin American Growth Fund
would change its name to "Morgan Stanley Dean Witter Latin American Growth
Fund," TCW/DW Small Cap Growth Fund would change its name to "Morgan Stanley
Dean Witter Small Cap Growth Fund" and TCW/DW Total Return Trust would change
its name to "Morgan Stanley Dean Witter Total Return Trust."
Shareholders of record as of the close of business on March 12, 1999 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose. Alternatively, if you are eligible to vote telephonically by touchtone
telephone or electronically on the Internet (as discussed in the enclosed Proxy
Statement), you may do so in lieu of attending the Meeting in person.
In the event that the necessary quorum to transact business at the Meeting
or the vote required to approve or reject any proposal is not obtained, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the concerned Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor of Proposal 1 set forth herein and will vote against any such
adjournment those proxies to be voted against such Proposal.
BARRY FINK
Secretary
March 23, 1999
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. CERTAIN
SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE TELEPHONE OR
ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS CONTAINED ON THEIR
PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD. THE BOARD OF TRUSTEES OF
EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE:
o FOR APPROVAL OF EACH NEW INVESTMENT MANAGEMENT AGREEMENT.
o FOR APPROVAL OF EACH NEW SUB-ADVISORY AGREEMENT.
o FOR THE ELECTION OF ALL OF THE TRUSTEES NOMINATED FOR ELECTION OR
RE-ELECTION.
YOUR VOTE IS IMPORTANT
<PAGE>
TCW/DW LATIN AMERICAN GROWTH FUND
TCW/DW SMALL CAP GROWTH FUND
TCW/DW TOTAL RETURN TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
---------------------
JOINT PROXY STATEMENT
---------------------
SPECIAL MEETINGS OF SHAREHOLDERS
JUNE 8, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") 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")
for use at the special meetings of shareholders of the Funds to be held jointly
on June 8, 1999, and at any adjournments thereof (the "Meeting").
If the enclosed proxy card is properly executed and returned in time to be
voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked on the
card. Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of each Proposal as set forth in the attached Notice of
Special Meetings of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation to the
Secretary of a Fund, execution and delivery (whether by mail or, as discussed
below, by touchtone telephone or the Internet) of a later dated proxy to the
Secretary of the Funds (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in and
of itself revoke a proxy.
Shareholders of record as of the close of business on March 12, 1999, the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting (the "Record Date"), are entitled to one vote for each
share held and a fractional vote for a fractional share. The table below sets
forth the number of shares outstanding for each Fund as of the Record Date.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING AS OF
NAME OF FUND THE RECORD DATE
- ------------------------ ------------------
<S> <C>
Latin American ......... 13,809,154
Small Cap .............. 14,256,734
Total Return ........... 9,539,884
</TABLE>
The following persons were known to own of record or beneficially 5% or
more of the outstanding shares of a Class of Latin American as of the Record
Date: Class A -- Resources Trust Co. TR IRA U/A Dtd 01/12/95 FBO Robert A.
Lincoln, P.O. Box 5900, Denver, CO 80217 (15.7%); Beatus Pension Trust U/A Dtd.
03/01/71 B.L. Beatus, MD, TTEE, 55 Humphreys Center, Suite 300, Memphis, TN
38120-2367 (13.7%); Carmen Hall TTEE O/T Jack T. & Carmen Hall REV Trust Dtd
08/12/93, P.O. Box 45, Lake Arrowhead, CA 92352-0045 (13.5%); Dean Witter
Reynolds ("DWR") Cust for Orville L. Trott, IRA Rollover Dtd 03/02/89, 1726
Aldersgate, Leucadia, CA 92024-1004 (8%); Lyvonne K. Brown, 1049 E. Cherry Rd.,
Greensburg, IN
<PAGE>
47240-8603 (6.8%); Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"),
Attn: Maurice Bendrihem, 2 World Trade Center, 70th Floor, New York, NY
10048-0203 (6.3%). Class C -- East Line Company, c/o Tatiana A. Alexandrova, 8A
Tarusskaya St., Moscow, Russia 117588 (8%). Class D -- MSDW Advisors, Attn:
Maurice Bendrihem, Two World Trade Center, 70th Floor, New York, NY 10048-0203
(99.8%).
The following persons were known to own of record or beneficially 5% or
more of the outstanding shares of a Class of Small Cap as of the Record Date:
Class A -- Morgan Stanley Dean Witter Trust FSB ("MSDW Trust") ,TTEE, Northeast
Regional Medical Center, P.O. Box 957, Jersey City, NJ 07303-0957 (33.3%); MSDW
Trust, TTEE, Physician Primary Care, P.O. Box 957, Jersey City, NJ 07303-0957
(11.5%); Beatus Pension Trust U/A Dtd 03/01/71 B.L. Beatus, MD, TTEE, 55
Humphreys Center, Suite 300, Memphis, TN 38120-2367 (7.2%); MSDW Trust, TTEE,
West Coast Beauty Supply Co. Retirement Savings Plan, P.O. Box 957, Jersey
City, NJ 07303-0957 (6.1%) and Reed A. Larson & Joyce A. Larson, JTWROS, N7766
Hwy 26, Watertown, WI 53094-9440 (5.3%). Class C -- DWR Cust for Enrique
Valdez, IRA Standard/SEP Dtd 11/19/98, 16210 Tibit Rd., Friendship, TX
77546-3222 (6.3%); Nino Karamzadeh, P.O. Box 560525, Dallas, TX 75356-0525
(5.8%) and David W. Adams, 808 Lake Meadows Circle, Rockwall, TX 75087-3672
(5.7%). Class D -- MSDW Advisors, Attn: Maurice Bendrihem, 2 World Trade
Center, 70th Fl., New York, NY 10048-0203 (99.8%).
The following persons were known to own of record or beneficially 5% or
more of the outstanding shares of a Class of Total Return as of the Record
Date: Class A -- James P. Rogers, 4628 IDS Center, 80 S. Eighth St.,
Minneapolis, MN 55402-2100 (27.5%); Reed A. Larson & Joyce A. Larson, JTWROS,
N7766 Hwy 26, Watertown, WI 53094-9440 (21.5%) and Reed A. Larson, N7766 Hwy
26, Watertown, WI 53094-9440 (5.4%). Class C -- Jeffrey L. Stratton & Carol S.
Stratton, JTTEN, 12152 Southwick Circle, Knoxville, TN 37922-1500 (13.1%) and
Omar Legant & Jean L. Legant, TTEES, F/T Omar & Jean L. Legant Revocable Trust
Dtd 02/22/90, 1000 Los Arboles NW, Albuquerque, NM 87107-1142 (5.9%). Class D
- -- MSDW Advisors, Attn: Maurice Bendrihem, 2 World Trade Center, 70th Fl., New
York, NY 10048-0203 (99.8%). The Trustees and officers of each Fund, together,
owned less than 1% of the Fund's outstanding shares on the Record Date. The
percentage ownership of shares of the Funds changes from time to time depending
on purchases and sales by shareholders and the total number of shares
outstanding.
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses, will be borne by the Funds. The total cost of
soliciting proxies borne by each Fund is estimated to be approximately as
follows: Latin American--$60,000; Small Cap--$63,000; and Total
Return--$30,000. The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through Trustees
and officers of the Funds and officers and regular employees of Morgan Stanley
Dean Witter Advisors Inc. ("MSDW Advisors"), Morgan Stanley Dean Witter Trust
FSB ("MSDW Trust"), Morgan Stanley Dean Witter Services Company Inc. ("MSDW
Services") and/or Dean Witter Reynolds Inc. ("DWR"), without special
compensation. The first mailing of this Proxy Statement is expected to be made
on or about March 23, 1999.
Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this Proxy Statement. To vote by touchtone telephone, shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to shareholders whose shares are
held in street name.
In certain instances, MSDW Trust, an affiliate of MSDW Advisors, may call
shareholders to ask if they would be willing to have their votes recorded by
telephone. This telephone voting procedure is designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of
their shares in accordance
2
<PAGE>
with their instructions, and to confirm that their instructions have been
recorded properly. No recommendation will be made as to how shareholders should
vote on a Proposal other than to refer to the recommendation of the Board. The
Funds have been advised by counsel that these procedures are consistent with
the requirements of applicable law. Shareholders voting by telephone in this
manner will be asked for their social security number or other identifying
information and will be given an opportunity to authorize proxies to vote their
shares in accordance with their instructions. To ensure that the shareholders'
instructions have been recorded correctly they will receive a confirmation of
their instructions in the mail. A special toll-free number will be available in
case the information contained in the confirmation is incorrect. Although a
shareholder's vote may be taken by telephone, each shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed proxy card
or by touchtone telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card, touchtone telephone
or Internet will be the vote that is counted and will revoke all previous votes
by the shareholder.
(1) APPROVAL OR DISAPPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT
THE PROPOSAL
Each Fund's current investment advisor is TCW Funds Management, Inc.
("TCW"). In accordance with an investment advisory agreement with each Fund
(each, a "Current Advisory Agreement"), TCW invests each Fund's assets,
including placing orders for the purchase and sale of portfolio securities.
Each Fund's current manager is MSDW Services, which is a wholly-owned
subsidiary of MSDW Advisors. Under a management agreement with each Fund (each,
a "Current Management Agreement"), MSDW Services manages each Fund's business
affairs, supervises the Funds' overall day-to-day operations (other than
rendering investment advice), and provides all administrative services to the
Funds.
It is proposed that, as part of an overall consolidation of the TCW/DW
Family of Funds and the Morgan Stanley Dean Witter Family of Funds, the Funds
engage MSDW Advisors to serve as the Funds' new investment manager. MSDW
Advisors would be responsible to the Funds for the services that MSDW Services
currently is providing to the Funds. In addition, each Current Management
Agreement and each Current Advisory Agreement would be terminated, and it is
also proposed that the Funds engage TCW to serve as sub-advisor to each Fund
(see Proposal 2 below). Under the overall supervision of MSDW Advisors, TCW
would be responsible for investing each Fund's assets. MSDW Advisors is a
wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW").
Implementation of the proposals would result in the Funds becoming part of
the Morgan Stanley Dean Witter Fund complex. Shareholders would thereby be
afforded exchange privileges with the other funds in the Morgan Stanley Dean
Witter Fund complex. In addition, TCW, as sub-advisor, would continue to have
responsibility for investing the assets of each Fund, subject to the oversight
of MSDW Advisors.
On February 25, 1999, each Board met in person for the purpose of
considering whether it would be in the best interests of the Funds and their
shareholders to enter into a new investment management agreement (the "New
Investment Management Agreement") between each Fund and MSDW Advisors. A form
of the New Investment Management Agreement is attached to this Proxy Statement
as Exhibit A. At the Board meeting, and for the reasons discussed below, each
Board, including a majority of the Trustees who are not "interested persons" as
defined in the Investment Company Act of 1940 (the "Independent Trustees"),
unanimously approved the New Investment Management Agreement for each Fund and
recommended its approval by shareholders.
If approved by shareholders, each New Investment Management Agreement will
continue in effect for an initial term expiring April 30, 2000. It will be
continued in effect from year to year thereafter if the continuance
3
<PAGE>
is approved by the Board of the applicable Fund or by a majority of the
outstanding voting securities of the applicable Fund and, in either event, by
the vote cast in person of a majority of the Independent Trustees. In the event
that shareholders of a Fund do not approve the New Investment Management
Agreement, the Board of that Fund will take such action, if any, as it deems to
be in the best interests of the Fund and its shareholders.
THE BOARDS' CONSIDERATION
At a special meeting of each Fund's Independent Trustees held on February
24, 1999 at which a majority of the Independent Trustees was present, and a
meeting of the Board of each Fund on February 25, 1999, the Trustees evaluated
the New Investment Management Agreements. Prior to and during the meetings, the
Trustees requested and received all information they deemed necessary to enable
them to determine whether the New Investment Management Agreements are in the
best interests of the Funds and their shareholders. They were assisted in their
review and deliberations by independent legal counsel. In determining whether
to approve the New Investment Management Agreements, the Trustees assessed MSDW
Advisors' ability to provide services to the Funds of the same scope and
quality as are presently provided. They also considered MSDW Advisors'
organizational depth, reputation and experience. In addition, they took into
account MSDW Advisors' personnel and operations. The Board of each Fund also
considered that the fee rate under each New Investment Management Agreement
would be identical to the total aggregate fee rate currently in effect under
the corresponding Current Management and Advisory Agreements. The Trustees
considered the confluence of all these factors in arriving at their decision to
approve the appointment of MSDW Advisors and no one factor was given any
greater weight than any of the others.
Based upon the Trustees' review and the evaluations of the materials they
received, and after consideration of all factors they deemed relevant, the
Trustees of each Fund, including a majority of the Independent Trustees,
determined that the New Investment Management Agreement is in the best
interests of each respective Fund and its shareholders. ACCORDINGLY, THE BOARD
OF EACH FUND, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES, APPROVED EACH
NEW INVESTMENT MANAGEMENT AGREEMENT AND VOTED TO RECOMMEND APPROVAL BY
SHAREHOLDERS OF EACH FUND.
THE CURRENT MANAGEMENT AGREEMENTS AND THE CURRENT ADVISORY AGREEMENTS
Each of the Current Management Agreements requires MSDW Services, as
investment manager, to manage the applicable Fund's business affairs, supervise
its overall day-to-day operations (other than rendering investment advice), and
provide all administrative services to each of the Funds. Under the terms of
each Current Management Agreement, MSDW Services also maintains certain of the
Funds' books and records and furnishes, at its own expense, the office space,
facilities, equipment, supplies, clerical help and bookkeeping that the Funds
may reasonably require to conduct their business. In addition, MSDW Services
pays the salaries of all personnel, including officers of the Funds, who are
its employees.
Each Current Advisory Agreement requires that TCW invest each Fund's
assets, including placing orders for the purchase and sale of portfolio
securities. TCW also obtains and evaluates information and advice relating to
the economy, securities markets, and specific securities it deems necessary or
useful to continuously manage Fund assets in a manner consistent with each
Fund's investment objectives. TCW pays the salaries of all personnel, including
officers of the Funds, who are its employees.
Under the Current Advisory Agreements, the Funds are obligated to bear all
of the costs and expenses of their operation, except those specifically assumed
by TCW, MSDW Services, or Morgan Stanley Dean Witter Distributors Inc. (the
"Distributor"), the Funds' distributor. These costs and expenses include,
without limitation: fees pursuant to any plan of distribution that a Fund may
adopt; charges and expenses of any
4
<PAGE>
custodian appointed by a Fund for the safekeeping of its cash and portfolio
securities; brokers' commissions chargeable to the Fund; all costs and expenses
in connection with registration of the Fund and of its shares with the
Securities and Exchange Commission and various states and other jurisdictions;
the expense of printing and distributing Fund prospectuses; all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees who are not employees of the investment advisor; and charges and
expenses of legal counsel and independent accountants in connection with any
matter relating to a Fund.
Each Current Advisory Agreement was first approved by the Board of the
respective Fund and by MSDW Advisors as the then sole shareholder as follows:
<TABLE>
<CAPTION>
FIRST BOARD FIRST SHAREHOLDER
APPROVAL APPROVAL
--------------- ------------------
<S> <C> <C>
Latin American ......... July 29, 1992 September 9, 1992
Small Cap .............. July 29, 1992 June 10, 1993
Total Return ........... July 14, 1994 August 24, 1994
</TABLE>
After its respective initial term, each Current Advisory Agreement
continues in effect from year to year, provided that each continuance is
approved by the vote of a majority of the outstanding voting securities of a
Fund or by the Trustees, and, in either event, by the vote cast in person by a
majority of the Independent Trustees. The Trustees approved each Current
Advisory Agreement's continuation until April 30, 1999, at a meeting on April
30, 1998. Each Current Advisory Agreement also provides that it may be
terminated at any time by the investment advisor, the Trustees or by a vote of
a majority of the outstanding voting securities of the applicable Fund, in each
instance without the payment of any penalty, on thirty days' notice, and
provides for its automatic termination in the event of its assignment. If
shareholders of a Fund approve the New Investment Management Agreement, the
applicable Current Advisory Agreement and the applicable Current Management
Agreement will terminate when MSDW Advisors has been appointed investment
advisor to each Fund.
As full compensation for the services and facilities furnished to the
Funds and for expenses of the Funds assumed by MSDW Services, and for the
investment advisory services provided by TCW, the Funds currently pay MSDW
Services and TCW monthly compensation calculated daily at the rates set forth
in the table below.
<TABLE>
<CAPTION>
PERCENTAGE OF NET
ASSETS ACCRUED TO PERCENTAGE OF NET
CURRENT MANAGEMENT CURRENT ADVISORY MSDW SERVICES ASSETS ACCRUED TO
FEE PAYABLE TO FEE PAYABLE TO LAST FISCAL DURING LAST TCW DURING LAST
NAME OF FUND MSDW SERVICES TCW YEAR END FISCAL YEAR FISCAL YEAR
- -------------------- ----------------------- ----------------------- ------------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
Latin American ..... 0.75% of net assets 0.50% of net assets January 31, 1999 0.75% 0.50%
up to $500 million; up to $500 million;
0.72% of net assets 0.48% of net assets
over $500 million over $500 million
Small Cap .......... 0.60% 0.40% February 28, 1999 0.60% 0.40%
Total Return ....... 0.45% 0.30% July 31, 1998 0.45% 0.30%
</TABLE>
For their last fiscal year, Latin American, Small Cap and Total Return
paid total compensation to MSDW Services and TCW of $2,460,206, $3,188,611 and
$1,068,727, respectively.
MORGAN STANLEY DEAN WITTER ADVISORS
MSDW Advisors maintains its offices at Two World Trade Center, New York,
New York 10048. MSDW Advisors, which was incorporated in July 1992 under the
name Dean Witter InterCapital Inc., is a wholly-owned subsidiary of MSDW, a
preeminent global financial services firm that maintains leading market
5
<PAGE>
positions in each of its primary businesses--securities, asset management and
credit services. MSDW's principal office is located at 1585 Broadway, New York,
New York 10036.
Set forth below is the name and principal occupation of the principal
executive officer and each director of MSDW Advisors.
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
- ----------------------------------------------- --------------------------------------------------------
<S> <C>
Mitchell M. Merin ............................ President and Chief Operating Officer of Asset
President, Chief Executive Officer and Director Management of MSDW; President, Chief Executive
Officer and Director of MSDW Services; Chairman,
Chief Executive Officer and Director of the Distributor
and MSDW Trust; Vice President of the Morgan Stanley
Dean Witter Funds, the TCW/DW Funds and Discover
Brokerage Index Series; Executive Vice President and
Director of DWR and Director of various MSDW
subsidiaries.
Ronald E. Robison ............................ Executive Vice President, Chief Administrative Officer
Executive Vice President, and Director of MSDW Services; Vice President of the
Chief Administrative Officer Morgan Stanley Dean Witter Funds, TCW/DW Funds
and Director and Discover Brokerage Index Series; formerly, Chief
Operating Officer and Managing Director of TCW
Funds Management, Inc.
Barry Fink .................................. Senior Vice President, Secretary, General Counsel and
Senior Vice President, Secretary, Director of MSDW Services; Senior Vice President,
General Counsel and Director Assistant Secretary and Assistant General Counsel of
the Distributor; Assistant Secretary of DWR; Vice
President, Secretary and General Counsel of the MSDW
Funds, the TCW/DW Funds and Discover Brokerage
Index Series.
</TABLE>
The address for Messrs. Merin, Robison and Fink is Two World Trade Center,
New York, New York 10048.
MSDW Advisors and its wholly-owned subsidiary, MSDW Services, serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors. Appendix I lists the investment companies for which
MSDW Advisors provides investment management or investment advisory services
and which have similar investment objectives to those of the Funds and sets
forth the fees payable to MSDW Advisors by these companies and their net assets
as of March 12, 1999. MSDW Services has its offices at Two World Trade Center,
New York, New York 10048.
The Distributor serves as each Fund's distributor. Like MSDW Advisors, the
Distributor is a wholly-owned subsidiary of MSDW. In accordance with each
Fund's Rule 12b-1 plan, each Fund pays the Distributor 12b-1 fees for
distribution related services. MSDW Trust, an affiliate of MSDW Advisors,
serves as transfer agent of each Fund. For its last fiscal year, each Fund paid
distribution fees to the Distributor and transfer agency fees to MSDW Trust as
set forth in the following table.
<TABLE>
<CAPTION>
DISTRIBUTION FEES PAID
TO THE DISTRIBUTOR TRANSFER AGENT FEES PAID TO
FUND DURING LAST FISCAL YEAR MSDW TRUST DURING LAST FISCAL YEAR
- ------------------------ ------------------------- -----------------------------------
<S> <C> <C>
Latin American ......... $1,967,402 $547,257
Small Cap .............. 2,926,616 477,243
Total Return ........... 1,202,111 138,552
</TABLE>
6
<PAGE>
Each Fund's brokerage transactions may be effected through DWR and Morgan
Stanley & Co. Incorporated ("MS & Co."), affiliated broker-dealers of the
Funds' Distributor. MS & Co. became an affiliate of the Funds' Distributor on
May 31, 1997. During each Fund's last fiscal year, the following amounts were
paid to MS & Co.: Latin American--$13,262; Small Cap--$16,025; and Total
Return--$8,215. No brokerage commissions were paid to DWR. DWR and MS & Co. are
affiliated brokers of the Funds because DWR, MS & Co., and the Distributor are
under the common control of MSDW.
THE NEW INVESTMENT MANAGEMENT AGREEMENT
Each New Investment Management Agreement would provide that the applicable
Fund retains MSDW Advisors to serve as investment manager to the Fund, subject
to the supervision of the Board of Trustees. Under each New Investment
Management Agreement, MSDW Advisors would be responsible to each Fund for all
of the services that are presently being provided in accordance with the
Current Management Agreement and 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, referred to as a sub-advisor. The sub-advisor would, subject to the
oversight of MSDW Advisors, make determinations as to the securities to be
purchased and sold by a Fund and the timing of such purchases and sales.
The management 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. Such
fees are equivalent to the combined fees currently paid by each Fund under its
Current Management Agreement and its Current Advisory Agreement.
EXCHANGE PRIVILEGES
Presently, shareholders may exchange each Fund's shares for shares of the
same class of any other TCW/DW multi-class fund. Fund shares also may be
exchanged for shares of TCW/DW North American Government Income Trust and for
shares of five Morgan Stanley Dean Witter money market funds. If shareholders
approve the New Investment Management Agreement with respect to a Fund, the
Fund will become part of the Morgan Stanley Dean Witter Fund complex.
Consequently, shareholders then would have similar exchange privileges with the
other funds in the Morgan Stanley Dean Witter Fund complex and would no longer
be able to exchange Fund shares for shares of TCW/DW multi-class funds and
TCW/DW North American Government Income Trust. Shareholders of the TCW/DW
multi-class funds and TCW/DW North American Government Income Trust are
currently being asked to consider proposals pursuant to which, if approved, the
TCW/DW multi-class funds and TCW/DW North American Government Income Trust
would either become or merge into a Morgan Stanley Dean Witter Fund or, in the
case of TCW/DW Emerging Markets Opportunities Trust, be liquidated.
REQUIRED VOTE
Each New Investment Management Agreement cannot be implemented unless
approved at the Meeting, or any adjournment thereof, by a majority of the
outstanding voting securities of the respective Fund. A majority means the
affirmative vote of the holders of (a) 67% or more of the shares of the
respective Fund present, in person or by proxy, at the Meeting, if the holders
of more than 50% of the outstanding shares are present, or (b) more than 50% of
the outstanding shares of the respective Fund, whichever is less. Shareholders
of all Classes of shares vote collectively as one Class.
THE BOARD OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT APPLICABLE TO THAT FUND.
7
<PAGE>
(2) APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN
MSDW ADVISORS AND TCW FUNDS MANAGEMENT, INC.
THE PROPOSAL
At the same meeting that the Trustees considered the New Investment
Management Agreements, they also met for the purpose of considering the
selection of TCW as sub-advisor and adoption of a new sub-advisory agreement
(the "New Sub-Advisory Agreement") for each of the Funds. At the Board meeting
and for the reasons discussed below, the Board of each Fund, including all of
the Independent Trustees, unanimously approved each New Sub-Advisory Agreement
and recommended its approval by shareholders of the applicable Fund. Even if
approved by shareholders, the New Sub-Advisory Agreements will only take effect
if shareholders of each Fund also approve the New Investment Management
Agreement, applicable to the Fund, pursuant to Proposal 1.
THE BOARDS' CONSIDERATION
At the February 24, 1999 Independent Trustees meeting and the Board
meeting on February 25, 1999, the Trustees considered the performance of each
Fund. The Trustees also considered the quality and extent of the services that
TCW has provided as investment advisor to each of the Funds and proposed to
provide as sub-advisor, as well as the organizational depth, reputation and
experience of TCW in equity investing. The Trustees considered the confluence
of all these factors in arriving at their decision to approve the appointment
of TCW as sub-advisor for each of the Funds and no one factor was given any
greater weight than any of the others. They were assisted in their review and
deliberations by independent legal counsel.
In addition, the Board reviewed and discussed the terms and provisions of
the New Sub-Advisory Agreements. Based on their consideration of these factors
and others that they deemed relevant, the Trustees determined that it would be
in the best interests of each Fund and its shareholders to select TCW to serve
as sub-advisor to each Fund pursuant to the applicable New Sub-Advisory
Agreement. Accordingly, the Board, including a majority of the Independent
Trustees, approved each of the New Sub-Advisory Agreements and voted to
recommend approval by shareholders of the applicable Fund.
TCW FUNDS MANAGEMENT, INC.
TCW, a California corporation, is a wholly-owned subsidiary of The TCW
Group, Inc. (formerly TCW Management Company) ("The TCW Group"), a Nevada
corporation, whose direct and indirect subsidiaries, including Trust Company of
the West and TCW Asset Management Company, provide a variety of trust,
investment management and investment advisory services. As of December 31,
1998, TCW and its affiliates had approximately $55 billion under management or
committed to management. Robert A. Day may be deemed to be a control person of
TCW by virtue of the aggregate ownership of Mr. Day and his family of more than
25% of the outstanding voting stock of The TCW Group. TCW is headquartered at
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
8
<PAGE>
Set forth below is the name and principal occupation of the principal
executive officer and each director of TCW.
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
- ----------------------------- -------------------------------------------------------------------
<S> <C>
Marc I. Stern ............... President and Director, The TCW Group; President, Vice Chairman
Chairman and Director and Director of TCW Asset Management Company; Executive Vice
President, Group Managing Director and Director of Trust Company
of the West; Chairman and Director of the TCW Galileo Funds, Inc.;
Trustee of the TCW/DW Funds; Director of Qualcomm, Incorporated
(wireless communications); Director or Trustee of various
not-for-profit organizations.
Thomas E. Larkin ............ Executive Vice President and Director, The TCW Group; President
Vice Chairman and Director and Director of Trust Company of the West; Vice Chairman and
Director of TCW Asset Management Company; Member of the
Board of Trustees of the University of Notre Dame; Director of Los
Angeles Orthopaedic Hospital Foundation; President and Director of
TCW Galileo Funds, Inc.; Senior Vice President of TCW Convertible
Securities Fund, Inc.; President and Trustee of the TCW/DW Funds.
Alvin R. Albe, Jr. .......... Executive Vice President of The TCW Group.
President, Chief Executive
Officer and Director
</TABLE>
The business address of the foregoing Directors and Executive Officers is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
Appendix II lists the investment companies for which TCW provides
investment management or investment advisory services and which have similar
investment objectives to those of the Funds and sets forth the fees payable to
TCW by such companies and their net assets as of December 31, 1998.
THE NEW SUB-ADVISORY AGREEMENTS
Each New Sub-Advisory Agreement, which would govern TCW's new relationship
with the respective Fund, would require TCW to provide the Fund with investment
advisory services. These advisory services would include, among other things,
obtaining and evaluating information and advice relating to the economy,
securities markets, and specific securities as it deems necessary or useful to
discharge its duties under the applicable New Sub-Advisory Agreement. TCW would
continuously manage the assets of the applicable Fund in a manner consistent
with the investment objective and policies of the Fund. It would determine the
securities to be purchased and sold by a Fund and the timing of such purchases
and sales. In addition, it would place purchase and sale orders on behalf of a
Fund.
TCW would, at its own expense, maintain staff and employ or retain
personnel and consult with such other persons as it determines to be necessary
or useful to the performance of its obligations under the New Sub-Advisory
Agreements. It also would bear the other costs of rendering the investment
advisory services, including any clerical help and bookkeeping services that it
may require.
In return for the services that TCW would render under each New
Sub-Advisory Agreement, MSDW Advisors would pay TCW monthly compensation equal
to 40% of the compensation it receives under the respective New Investment
Management Agreement. Any change in a New Investment Management Agreement which
has the effect of raising or lowering the compensation would have the
concomitant effect of raising or lowering the corresponding fee payable to TCW.
9
<PAGE>
Each New Sub-Advisory Agreement provides that, after its initial period of
effectiveness (each New Sub-Advisory Agreement expires on April 30, 2000), it
may be continued in effect from year to year, provided that the continuance is
approved by the vote of a majority of the outstanding voting securities of the
applicable Fund or by the Trustees of the applicable Fund, and, in either
event, by the vote cast in person by a majority of the Independent Trustees at
a meeting called for that purpose.
Each New Sub-Advisory Agreement also provides that it may be terminated at
any time by TCW, MSDW Advisors, the applicable Fund's Board or by a vote of the
majority of the outstanding voting securities of the applicable Fund, in each
instance without the payment of any penalty, on thirty days' notice. Each New
Sub-Advisory Agreement also terminates in the event of the termination of the
respective New Investment Management Agreement or in the event of its
assignment. A form of the New Sub-Advisory Agreement is attached to this Proxy
Statement as Exhibit B.
VOTE REQUIRED
Each New Sub-Advisory Agreement cannot be implemented unless approved at
the Meeting by a majority of the outstanding voting securities of the
respective Fund. A majority vote in this context has the same meaning as a
majority vote with respect to the New Investment Management Agreement.
Shareholders of all Classes of shares vote collectively as one Class. In the
event the shareholders of a Fund do not approve the New Sub-Advisory Agreement,
the Board will take action that it believes is in the best interests of the
Fund and its shareholders, which may include calling a special meeting of
shareholders to vote on another sub-advisory agreement.
THE BOARD OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE NEW SUB-ADVISORY AGREEMENT APPLICABLE TO THAT FUND.
(3) ELECTION OF TRUSTEES FOR EACH FUND
THE PROPOSAL
The number of Trustees of each Fund has been fixed by the Trustees,
pursuant to each Trust's Declaration of Trust, at nine and, following the
anticipated retirement of Mr. John R. Haire on May 1, 1999, the number of
Trustees is anticipated to be fixed at eight. At the February 25, 1999 Board
meeting, the Trustees of each Fund nominated for election or re-election, as
appropriate, the following eight nominees to the Fund's Board of Trustees to
serve for indefinite terms: 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 of the Funds and, with the
exception of Mr. Schroeder with respect to Small Cap and Total Return, were
elected by MSDW Advisors as the then sole shareholder prior to the public
offering of the Funds. Messrs. Bozic, Garn, Hedien and Purcell currently hold
directorships or trusteeships with 85 investment companies that file periodic
reports with the Securities and Exchange Commission for which MSDW Advisors
acts as investment manager or investment advisor (the "Morgan Stanley Dean
Witter Funds"). 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 on a Fund's Board at the time the
applicable New Investment Management Agreement takes effect.
The following information regarding each of the nominees for election as
Trustee includes principal occupations and employment for at least the last
five years, age, shares of each Fund owned, if any, as of March 12, 1999 (shown
in parentheses), positions with the Funds and directorships or trusteeships
with the Morgan Stanley Dean Witter Funds.
10
<PAGE>
The nominees for Trustee to be elected or re-elected at the Meeting are:
MICHAEL BOZIC, Trustee/Director of the Morgan Stanley Dean Witter Funds
since April 1994; age 58; Vice Chairman of Kmart Corporation (since December
1998); Trustee of Discover Brokerage Index Series; formerly Chairman and Chief
Executive Officer of Levitz Furniture Corporation (November 1995-November 1998)
and President and Chief Executive Officer of Hills Department Stores (May
1991-July 1995); formerly variously Chairman, Chief Executive Officer,
President and Chief Operating Officer (1987-1991) of the Sears Merchandise
Group of Sears, Roebuck and Co.; Director of Eaglemark Financial Services, Inc.
and Weirton Steel Corporation.
CHARLES A. FIUMEFREDDO,* (Latin American: 1,729 shares; Small Cap: 1,038
shares) Chairman and Trustee/Director of the Morgan Stanley Dean Witter Funds
since July 1991; age 65; President and Chief Executive Officer of the Morgan
Stanley Dean Witter Funds; Chairman, Chief Executive Officer and Trustee of the
TCW/DW Funds; Trustee of Discover Brokerage Index Series; formerly Chairman,
Chief Executive Officer and Director of MSDW Advisors, MSDW Services and the
Distributor, Executive Vice President and Director of DWR, Chairman and
Director of MSDW Trust and Director and/or officer of various MSDW subsidiaries
(until June, 1998).
EDWIN JACOB (JAKE) GARN, Trustee/Director of the Morgan Stanley Dean
Witter Funds since January 1993; age 66; Trustee of Discover Brokerage Index
Series; formerly United States Senator (R-Utah) (1974-1992) and Chairman,
Senate Banking Committee (1980-1986); formerly Mayor of Salt Lake City, Utah
(1971-1974); formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985);
Vice Chairman, Huntsman Corporation; Director of Franklin Covey (time
management systems), John Alden Financial Corp. (health insurance), United
Space Alliance (joint venture between Lockheed Martin and the Boeing Company)
and Nuskin Asia Pacific (multilevel marketing); member of the board of various
civic and charitable organizations.
WAYNE E. HEDIEN, Trustee/Director of the Morgan Stanley Dean Witter Funds
since September 1997; age 65; Retired; Trustee of Discover Brokerage Index
Series; Director of The PMI Group, Inc. (private mortgage insurance); Trustee
and Vice Chairman of The Field Museum of Natural History; formerly associated
with the Allstate Companies (1966-1994), most recently as Chairman of The
Allstate Corporation (March 1993-December 1994) and Chairman and Chief
Executive Officer of its wholly-owned subsidiary, Allstate Insurance Company
(July 1989-December 1994); director of various other business and charitable
organizations.
MANUEL H. JOHNSON, Trustee/Director of the Morgan Stanley Dean Witter
Funds since July 1991; age 50; Senior Partner, Johnson Smick International,
Inc., a consulting firm; Co-Chairman and a founder of the Group of Seven
Council (G7C), an international economic commission; Trustee of the TCW/DW
Funds; Trustee of Discover Brokerage Index Series; Director of NASDAQ (since
June 1995); Director of Greenwich Capital Markets, Inc. (broker-dealer) and
NVR, Inc. (home construction); Chairman and Trustee of the Financial Accounting
Foundation (oversight organization of the Financial Accounting Standards
Board); formerly Vice Chairman of the Board of Governors of the Federal Reserve
System (1986-1990) and Assistant Secretary of the U.S. Treasury.
MICHAEL E. NUGENT, (Small Cap: 2,723 shares) Trustee/Director of the
Morgan Stanley Dean Witter Funds since July, 1991; age 62; General Partner,
Triumph Capital, L.P., a private investment partnership; Trustee of the TCW/DW
Funds; Trustee of Discover Brokerage Index Series; formerly Vice President,
Bankers Trust Company and BT Capital Corporation (1984-1988); director of
various business organizations.
- ----------
* Mr. Fiumefreddo is an "interested person" of the Funds within the meaning of
the Investment Company Act of 1940. This means he is not an Independent Trustee
of the Funds because he was until recently an officer or director of various
MSDW subsidiaries.
11
<PAGE>
PHILIP J. PURCELL,** Trustee/Director of the Morgan Stanley Dean Witter
Funds since April 1994; age 55; Chairman of the Board of Directors and Chief
Executive Officer of MSDW, DWR and Novus Credit Services Inc.; Director of the
Distributor; Trustee of Discover Brokerage Index Series; Director and/or
officer of various MSDW subsidiaries.
JOHN L. SCHROEDER, Trustee/Director of the Morgan Stanley Dean Witter
Funds since April 1994; age 68; Retired; Trustee of the TCW/DW Funds; Trustee
of Discover Brokerage Index Series; Director of Citizens Utilities Company;
formerly Executive Vice President and Chief Investment Officer of the Home
Insurance Company (August 1991-September 1995).
The following are executive officers of each of the Funds: Barry Fink,
Vice President, Secretary and General Counsel; Mitchell M. Merin, Vice
President; Ronald E. Robison, Vice President; Robert S. Giambrone, Vice
President, and Thomas F. Caloia, Treasurer. In addition, Frank Bruttomesso,
Marilyn K. Cranney, Todd Lebo, LouAnne D. McInnis, Carsten Otto and Ruth Rossi
serve as Assistant Secretaries of the Funds.
Mr. Fink is 44 years old and is currently Senior Vice President (since
March 1997), Secretary and General Counsel (since February 1997) and Director
(since July 1998) of MSDW Advisors and MSDW Services and (since August 1996)
Assistant Secretary of DWR; he is also Senior Vice President (since March
1997), Assistant Secretary and Assistant General Counsel of MSDW Distributors
(since February 1997). He was previously Vice President, Assistant Secretary
and Assistant General Counsel of MSDW Advisors and MSDW Services. Mr. Merin is
45 years old and is currently President and Chief Operating Officer of Asset
Management of MSDW, President, Chief Executive Officer and Director of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
the Distributor and MSDW Trust, Executive Vice President and Director of DWR
and Director of various other MSDW subsidiaries. Mr. Robison is 60 years old
and is currently Executive Vice President and Chief Administrative Officer
(since September 1998) and Director (since February 1999) of MSDW Advisors and
MSDW Services; prior thereto he was a Managing Director of the TCW Group, Inc.
Mr. Giambrone is 44 years old and is currently Senior Vice President of MSDW
Advisors, MSDW Services, the Distributor and MSDW Trust (since August 1995) and
Director of MSDW Trust (since April 1996). He was formerly a partner of KPMG
Peat Marwick, LLP. Mr. Caloia is 53 years old and is currently First Vice
President and Assistant Treasurer of MSDW Advisors and MSDW Services. Other
than Messrs. Robison and Giambrone, each of the above officers has been an
employee of MSDW Advisors or its affiliates for over five years.
In addition, Michael P. Reilly is a Vice President of Latin American;
Charles Larsen, Douglas S. Foreman and Christopher J. Ainley are Vice
Presidents of Small Cap; and James A. Tilton and Thomas K. McKissick are Vice
Presidents of Total Return. Mr. Reilly is 35 years old and is currently a
Managing Director of TCW, Trust Company of the West and TCW Asset Management
Company. Mr. Larsen is 54 years old and is currently a Managing Director of
TCW, Trust Company of the West and TCW Asset Management Company. Mr. Foreman is
41 years old and is currently a Group Managing Director of TCW, Trust Company
of the West and TCW Asset Management Company (since May 1994). He was
previously a portfolio manager with Putnam Investments. Mr. Ainley is 40 years
old and is currently a Managing Director of TCW, Trust Company of the West and
TCW Asset Management Company (since February 1996). He was previously a Senior
Vice President of TCW, Trust Company of the West and TCW Asset Management
Company (May 1994 -- February 1996) and
- ----------
** Mr. Purcell is an "interested person" of the Funds within the meaning of the
Investment Company Act of 1940. This means he is not an Independent Trustee of
the Funds because he is the Chairman of the Board of Directors and Chief
Executive Officer of MSDW and an officer or director of various MSDW
subsidiaries.
12
<PAGE>
prior to that a portfolio manager with Putnam Investments. Mr. Tilton is 59
years old and is currently a Managing Director of TCW, Equities of Trust
Company of the West and TCW Asset Management Company. He is also Chairman of
the Board of Verdugo Hills Hospital and of Councilors of the University of
Southern California School of Public Administration and director of various
other business organizations. Mr. McKissick is 38 years old and is currently a
Managing Director of TCW, Equities of Trust Company of the West and TCW Asset
Management Company. Other than Messrs. Ainley and Foreman, each of the above
officers has been an employee of the TCW Group, Inc. and/or its subsidiaries
for over five years.
THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES AND THE COMMITTEES
If shareholders elect the nominated persons to the Boards, each Fund's
Board will consist of the same individuals who will also serve as directors or
trustees for all of the Morgan Stanley Dean Witter Funds. As of the date of
this Proxy Statement, there are a total of 85 Morgan Stanley Dean Witter Funds,
comprised of 120 portfolios. As of February 26, 1999, the Morgan Stanley Dean
Witter Funds had total net assets of approximately $117.7 billion and more than
six million shareholders.
If shareholders elect the nominated persons to the Boards, six of the
eight Trustees (or 75%) will be Independent Trustees because they have no
present or past affiliation or business connection with MSDW Advisors or any of
its affiliated persons or companies. The other two Trustees will be or recently
were affiliated with MSDW Advisors.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Morgan Stanley Dean Witter Funds seek as
Independent Trustees individuals of distinction and experience in business and
finance, government service or academia; these are people whose advice and
counsel are in demand by others and for whom there is often competition. To
accept a position on the Funds' Boards, such individuals may reject other
attractive assignments because the Funds make substantial demands on their
time. Indeed, by serving on the Funds' Boards, certain Trustees who would
otherwise be qualified and in demand to serve on bank boards would be
prohibited by law from doing so.
As is the case with each Fund's current Independent Trustees, all of the
Independent Trustees nominated for election or re-election would serve as
members of the Audit Committee. In addition, three of the Trustees, including
two Independent Trustees, would serve as members of the Derivatives Committee
and the Insurance Committee.
The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Trust performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among Funds in the same complex; and
approving fidelity bond and related insurance coverage and allocations, as well
as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Funds' independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; reviewing the
independence of the independent accountants; considering the range of audit and
non-audit fees, and reviewing the adequacy of the Funds' system of internal
controls. The Derivatives Committee approves parameters for and monitors the
activities of each Fund with respect to derivative investments, if any, made by
the Fund. The Insurance Committee reviews and monitors the insurance coverage
maintained by the Funds.
13
<PAGE>
The following chart sets forth the number of meetings of the present
Boards, the Independent Trustees, the Audit Committee, the Derivatives
Committee and the Insurance Committee of each Fund during its most recent
fiscal year. No Trustee attended fewer than 75% of the meetings of the Board,
the Independent Trustees, the Audit Committee, the Derivatives Committee or the
Insurance Committee held while he served in such positions.
NUMBER OF BOARD, INDEPENDENT TRUSTEES AND COMMITTEE MEETINGS HELD DURING LAST
FISCAL YEAR
<TABLE>
<CAPTION>
END OF BOARD OF INDEPENDENT AUDIT DERIVATIVES INSURANCE
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE COMMITTEE
NAME OF FUND YEAR MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
- ------------------------ --------- ---------- ------------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Latin American ......... 1/31/99 6 7 2 4 2
Small Cap .............. 2/28/99 5 8 2 4 2
Total Return ........... 7/31/98 6 9 2 4 --
</TABLE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MORGAN
STANLEY DEAN WITTER FUNDS
If shareholders approve the present Board nominees, each Fund will have
the same individuals serving as Independent Trustees as the other Morgan
Stanley Dean Witter Funds. The Independent Trustees and the Funds' management
believe that having the same Independent Trustees for the Funds and each of the
Morgan Stanley Dean Witter Funds avoids the duplication of effort that would
arise from having different groups of individuals serving as Independent
Trustees for each of the Funds or even of sub-groups of Funds. They believe
that having the same individuals serve as Independent Trustees of all the Funds
tends to increase their knowledge and expertise regarding matters which affect
the Fund complex generally and enhances their ability to negotiate on behalf of
each Fund with the Funds' service providers. This arrangement also precludes
the possibility of separate groups of Independent Trustees arriving at
conflicting decisions regarding operations and management of the Morgan Stanley
Dean Witter Funds and avoids the cost and confusion that would likely ensue.
Finally, having the same Independent Trustees serve on all Morgan Stanley Dean
Witter Fund Boards enhances the ability of each Fund to obtain, at modest cost
to each separate Fund, the services of Independent Trustees of the caliber,
experience and business acumen of the individuals who serve as Independent
Trustees of the Morgan Stanley Dean Witter Funds.
SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy that each Trustee and/or his or her
spouse invest at least $25,000 in any of the funds in the Morgan Stanley Dean
Witter Funds complex (and, if applicable, in Discover Brokerage Index Series
and the TCW/DW Funds complex) on whose boards the Trustee serves. In addition,
the policy contemplates that the Trustees will, over time, increase their
aggregate investment in the Funds above the $25,000 minimum requirement.
The Trustees may allocate their investments among specific Funds in any
manner they determine is appropriate based on their individual investment
objectives. As of the date of this Proxy Statement, each Trustee is in
compliance with the policy. Any future Trustee will be given a one year period
following his or her election within which to comply with the foregoing. As of
February 26, 1999, the total value of the investments by the Trustees nominated
for election or re-election and/or their spouses in shares of the Morgan
Stanley Dean Witter Funds (and, if applicable, Discover Brokerage Index Series
and the TCW/DW Funds) was approximately $35.8 million. As of March 12, 1999,
the aggregate number of shares of each Fund owned by the Fund's officers and
Trustees as a group was less than 1 percent of each Fund's outstanding shares.
14
<PAGE>
COMPENSATION OF INDEPENDENT TRUSTEES
Each Fund currently pays each Independent Trustee an annual fee of $2,800
plus a per meeting fee of $200 for meetings of the Board of Trustees, the
Independent Trustees or Committees of the Board attended by the Trustee. As a
Morgan Stanley Dean Witter Fund, each Fund would pay each Independent Trustee
an annual fee of $800 plus a per meeting fee of $50 for meetings of the Board
of Trustees, the Independent Trustees or Committees of the Board attended by
the Trustee. If a Board meeting and a meeting of the Independent Trustees or a
Committee meeting, or a meeting of the Independent Trustees and/or more than
one Committee meeting, take place on a single day, the Trustees are paid, and
as a Morgan Stanley Dean Witter Fund would continue to be paid, a single
meeting fee by the Funds. Each Fund currently also pays the Chairman of the
Audit Committee an annual fee of $750 and would continue to pay that amount to
the Chairman of the Audit Committee as a Morgan Stanley Dean Witter Fund.
The Funds and the Morgan Stanley Dean Witter Funds reimburse Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending meetings. The Funds do not have a retirement or deferred compensation
plan for their Independent Trustees. (Trustees and officers of the Funds who
are or have been employed by MSDW, TCW, or an affiliated company of either
company receive no compensation or expense reimbursement from the Funds
for their services as Trustee.)
As of the date of this Proxy Statement, 55 of the Morgan Stanley Dean
Witter Funds have adopted a retirement program under which an Independent
Trustee who retires after serving for at least five years (or such lesser
period as may be determined by the Board) as an Independent Director or Trustee
of any Morgan Stanley Dean Witter Fund that has adopted the retirement program
(each such Fund referred to as an "Adopting Fund" and each such Trustee
referred to as an "Eligible Trustee") is entitled to retirement payments upon
reaching the eligible retirement age (normally, after attaining age 72). Annual
payments are based upon length of service. Currently, upon retirement, each
Eligible Trustee is entitled to receive from the Adopting Fund, commencing as
of his or her retirement date and continuing for the remainder of his or her
life, an annual retirement benefit (the "Regular Benefit") equal to 30.22% of
his or her Eligible Compensation plus 0.5036667% of such Eligible Compensation
for each full month of service as an Independent Director or Trustee of any
Adopting Fund in excess of five years up to a maximum of 60.44% after ten years
of service. The foregoing percentages may be changed by the Board. "Eligible
Compensation" is one-fifth of the total compensation earned by such Eligible
Trustee for service to the Fund in the five year period prior to the date of
the Eligible Trustee's retirement. An Eligible Trustee may elect alternate
payments of his or her retirement benefits based upon the combined life
expectancy of such Eligible Trustee and his or her spouse on the date of such
Eligible Trustee's retirement. In addition, the Eligible Trustee may elect that
the surviving spouse's periodic payment of benefits will be equal to a lower
percentage of the periodic amount when both spouses are alive. The amount
estimated to be payable under this method, through the remainder of the later
of the lives of such Eligible Trustee and spouse, will be the actuarial
equivalent of the Regular Benefit. Benefits under the retirement program are
not secured or funded by the Funds.
15
<PAGE>
The following table illustrates the compensation that each Fund paid to
those nominees who are also currently Independent Trustees of the Funds for the
Funds' most recent fiscal year.
FUND COMPENSATION
<TABLE>
<CAPTION>
NAME OF INDEPENDENT TRUSTEE LATIN AMERICAN SMALL CAP TOTAL RETURN
- -------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
Dr. Manuel H. Johnson .......... $5,600 $5,800 $5,313
Michael E. Nugent .............. 5,600 5,800 5,313
John L. Schroeder .............. 5,800 6,000 5,513
</TABLE>
If shareholders elect the nominated persons to a Fund's Board, at such
time as the Fund has paid fees to the Independent Trustees for a full fiscal
year following the effectiveness of the New Investment Management Agreement,
and assuming that during such fiscal year the Fund holds the same number of
Board, Independent Trustees and Committee meetings as were held by the Morgan
Stanley Dean Witter Funds during the calendar year ended December 31, 1998, it
is estimated that the compensation paid to each Independent Trustee by each of
the Funds during such fiscal year will be $1,650 and an additional $750 to the
Trustee selected by the Board to serve as the Chairman of the Audit Committee.
The following table illustrates the compensation paid to the nominated
Independent Trustees for the calendar year ended December 31, 1998 for services
to the 85 Morgan Stanley Dean Witter Funds and, in the case of Messrs. Johnson,
Nugent and Schroeder, the 11 TCW/DW Funds that were in operation at December
31, 1998.
CASH COMPENSATION FROM MORGAN STANLEY DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE TOTAL CASH
AS DIRECTOR OR COMPENSATION
TRUSTEE AND FOR SERVICE AS FOR SERVICE TO 11
COMMITTEE MEMBER TRUSTEE AND TCW/DW FUNDS
OF 85 MORGAN STANLEY COMMITTEE MEMBER AND MORGAN STANLEY
DEAN WITTER OF 11 TCW/DW DEAN WITTER
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS
- ------------------------------- ---------------------- ------------------ -------------------
<S> <C> <C> <C>
Michael Bozic ................. $120,150 -- $120,150
Edwin J. Garn ................. 132,450 -- 132,450
Wayne E. Hedien ............... 132,350 -- 132,350
Dr. Manuel H. Johnson ......... 128,400 $62,331 190,731
Michael E. Nugent ............. 132,450 62,131 194,581
John L. Schroeder ............. 132,450 64,731 197,181
</TABLE>
16
<PAGE>
The following table illustrates the retirement benefits accrued to the
nominated Independent Trustees by the 55 Morgan Stanley Dean Witter Funds which
have retirement plans, for the year ended December 31, 1998, and the estimated
retirement benefits for the Independent Trustees, to commence upon their
retirement, from the 55 Morgan Stanley Dean Witter Funds as of December 31,
1998.
RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
RETIREMENT ESTIMATED ANNUAL
ESTIMATED ESTIMATED BENEFITS ACCRUED BENEFITS UPON
CREDITED YEARS OF PERCENTAGE OF AS EXPENSES RETIREMENT FROM
SERVICE AT RETIREMENT ELIGIBLE OF ALL ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION PARTICIPATING FUNDS FUNDS(1)
- ------------------------------- ----------------------- --------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Michael Bozic ................. 10 60.44% $22,377 $52,250
Edwin J. Garn ................. 10 60.44 35,225 52,250
Wayne E. Hedien ............... 9 51.37 41,979 44,413
Dr. Manuel H. Johnson ......... 10 60.44 14,047 52,250
Michael E. Nugent ............. 10 60.44 25,336 52,250
John L. Schroeder ............. 8 50.37 45,117 44,343
</TABLE>
- ----------
(1) Based on current levels of compensation. Amount of annual benefits also
varies depending on the Trustee's elections described in the discussion
of the retirement program contained in this Proxy Statement.
REQUIRED VOTE
With respect to each Fund, the election of each Trustee requires the
approval of a majority of the shares of the Fund represented and entitled to
vote at the Meeting. The persons named as attorneys-in-fact in the enclosed
proxy have advised the Funds that unless a proxy instructs them to withhold
authority to vote for all listed nominees or for any individual nominee, they
will vote all validly executed proxies for the election of the nominees named
above.
All of the nominees have consented to being named in this Proxy Statement
and to serve, if elected, and no circumstances now known will prevent any of
the nominees from serving. If elected, the Trustees not currently serving on
the Funds' Boards will commence service at the time the New Investment
Management Agreements take effect. If any nominee should be unable or unwilling
to serve, the proxy will be voted for a substitute nominee proposed by the
present Trustees or, in the case of an Independent Trustee nominee, by the
Independent Trustees.
THE BOARD OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF ALL THE NOMINATED TRUSTEES.
NAME CHANGES
Upon the effectiveness of the proposals in this Proxy Statement, TCW/DW
Latin American Growth Fund will change its name to Morgan Stanley Dean Witter
Latin American Growth Fund, TCW/DW Small Cap Growth Fund will change its name
to Morgan Stanley Dean Witter Small Cap Growth Fund and TCW/DW Total Return
Trust will change its name to Morgan Stanley Dean Witter Total Return Trust.
The Trustees approved the name changes at their February 25, 1999 meeting.
17
<PAGE>
REPORTS TO SHAREHOLDERS
Each Fund's most recent Annual Report and, in the case of Latin American
and Small Cap, the succeeding Semi-Annual Report, have been sent previously to
shareholders and are available without charge upon request from Adrienne
Ryan-Pinto at Morgan Stanley Dean Witter Trust FSB, Harborside Financial
Center, Plaza Two, Jersey City, New Jersey 07311 (telephone 1-800-869-NEWS
(toll-free)).
INTEREST OF CERTAIN PERSONS
MSDW and its various subsidiaries and their respective directors,
officers, and employees, including persons who are Trustees or officers of the
Funds, may be deemed to have an interest in the proposals described in this
Proxy Statement. This may be the case because some of the companies and their
affiliates have contractual and other arrangements, described elsewhere in this
Proxy Statement, pursuant to which they are paid fees by the Funds. In
addition, some of the individuals are compensated for performing services
relating to the Funds and may also own shares of MSDW. Thus, these companies
and persons may derive benefits from shareholders approving the proposals in
this Proxy Statement.
SHAREHOLDER PROPOSALS
The Funds do not hold regular shareholders' meetings. Proposals of
shareholders intended to be presented at the next meeting of a Fund's
shareholders must be received a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the proxy
statement for that meeting.
OTHER BUSINESS
The management of the Funds knows of no other matters that may be
presented at the Meetings. However, if any matters not now known properly come
before the Meeting, management intends that the persons named in the enclosed
proxy card, or their substitutes, would vote all shares that they are entitled
to vote on any such matter, utilizing their proxy in accordance with their best
judgment on such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
18
<PAGE>
EXHIBIT A
FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the day of , 1999, by and between Morgan
Stanley Dean Witter [name of Fund], a Massachusetts business trust (hereinafter
called the "Fund"), and Morgan Stanley Dean Witter Advisors Inc., a Delaware
corporation (hereinafter called the "Investment Manager"):
WHEREAS, The Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, The Investment Manager is registered as an investment advisor
under the Investment Advisors Act of 1940, and engages in the business of
acting as investment advisor; and
WHEREAS, The Fund desires to retain the Investment Manager to render
management and investment advisory services in the manner and on the terms and
conditions hereinafter set forth; and
WHEREAS, The Investment Manager desires to be retained to perform services
on said terms and conditions:
Now, Therefore, this Agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:
1. The Fund hereby retains the Investment Manager to act as investment
manager of the Fund and, subject to the supervision of the Board of Trustees,
to supervise the investment activities of the Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager shall
obtain and evaluate such information and advice relating to the economy,
securities and commodities markets and securities and commodities as it deems
necessary or useful to discharge its duties hereunder; shall continuously
manage the assets of the Fund in a manner consistent with the investment
objectives and policies of the Fund; shall determine the securities and
commodities to be purchased, sold or otherwise disposed of by the Fund and the
timing of such purchases, sales and dispositions; and shall take such further
action, including the placing of purchase and sale orders on behalf of the
Fund, as the Investment Manager shall deem necessary or appropriate. The
Investment Manager shall also furnish to or place at the disposal of the Fund
such of the information, evaluations, analyses and opinions formulated or
obtained by the Investment Manager in the discharge of its duties as the Fund
may, from time to time, reasonably request.
2. The Investment Manager may, at its own expense, enter into a
Sub-Advisory Agreement with a Sub-Advisor to make determinations as to certain
or all of the securities and commodities to be purchased, sold or otherwise
disposed of by the Fund and the timing of such purchases, sales and
dispositions and to take such further action, including the placing of purchase
and sale orders on behalf of the Fund, as the Sub-Advisor, in consultation with
the Investment Manager, shall deem necessary or appropriate; provided that the
Investment Manager shall be responsible for monitoring compliance by such
Sub-Advisor with the investment policies and restrictions of the Fund and with
such other limitations or directions as the Trustees of the Fund may from time
to time prescribe.
3. The Investment Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or
A-1
<PAGE>
useful to the performance of its obligations under this Agreement. Without
limiting the generality of the foregoing, the staff and personnel of the
Investment Manager shall be deemed to include persons employed or otherwise
retained by the Investment Manager to furnish statistical and other factual
data, advice regarding economic factors and trends, information with respect to
technical and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Investment Manager shall,
as agent for the Fund, maintain the Fund's records and books of account (other
than those maintained by the Fund's transfer agent, registrar, custodian and
other agencies). All such books and records so maintained shall be the property
of the Fund and, upon request therefor, the Investment Manager shall surrender
to the Fund such of the books and records so requested.
4. The Fund will, from time to time, furnish or otherwise make available
to the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the Investment
Manager may reasonably require in order to discharge its duties and obligations
hereunder.
5. The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this Agreement,
and shall, at its own expense, pay the compensation of the officers and
employees, if any, of the Fund, and provide such office space, facilities and
equipment and such clerical help and bookkeeping services as the Fund shall
reasonably require in the conduct of its business. The Investment Manager shall
also bear the cost of telephone service, heat, light, power and other utilities
provided to the Fund.
6. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including without limitation; fees pursuant to any plan of
distribution that the Fund may adopt; the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Fund; brokers' commissions chargeable to the Fund in connection with portfolio
transactions to which the Fund is a party; all taxes, including securities or
commodities issuance and transfer taxes, and fees payable by the Fund to
federal, state or other governmental agencies; the cost and expense of
engraving or printing certificates representing shares of the Fund; all costs
and expenses in connection with the registration and maintenance of
registration of the Fund and its shares with the Securities and Exchange
Commission and various states and other jurisdictions (including filing fees
and legal fees and disbursements of counsel); the cost and expense of printing,
including typesetting, and distributing prospectuses and statements of
additional information of the Fund and supplements thereto to the Fund's
shareholders; all expenses of shareholders' and Trustees' meetings and of
preparing, printing and mailing proxy statements and reports to shareholders;
fees and travel expenses of trustees or members of any advisory board or
committee who are not employees of the Investment Manager or any corporate
affiliate of the Investment Manager; all expenses incident to the payment of
any dividend, distribution, withdrawal or redemption, whether in shares or in
cash; charges and expenses of any outside service used for pricing of the
Fund's shares; charges and expenses of legal counsel, including counsel to the
Trustees of the Fund who are not interested persons (as defined in the Act) of
the Fund or the Investment Manager, and of independent accountants, in
connection with any matter relating to the Fund; membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and Trustees) of the Fund which
inure to its benefit; extraordinary expenses (including but not limited to
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation
unless otherwise explicitly provided herein.
7. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the Fund shall pay to the
Investment Manager monthly compensation determined
A-2
<PAGE>
by applying the following annual rates to the Fund's average daily net assets:
[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.]
Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily and the amounts of the daily accruals shall be
paid monthly. Such calculations shall be made by applying 1/365ths of the
annual rates to the Fund's net assets each day determined as of the close of
business on that day or the last previous business day. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fees as set forth above.
Subject to the provisions of paragraph 8 hereof, payment of the Investment
Manager's compensation for the preceding month shall be made as promptly as
possible after completion of the computations contemplated by paragraph 8
hereof.
8. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to paragraph 6 hereof, for any
fiscal year ending on a date on which this Agreement is in effect, exceed the
expense limitations applicable to the Fund imposed by state securities laws or
regulations thereunder, as such limitations may be raised or lowered from time
to time, the Investment Manager shall reduce its management fee to the extent
of such excess and, if required, pursuant to any such laws or regulations, will
reimburse the Fund for annual operating expenses in excess of any expense
limitation that may be applicable; provided, however, there shall be excluded
from such expenses the amount of any interest, taxes, brokerage commissions,
distribution fees and extraordinary expenses (including but not limited to
legal claims and liabilities and litigations costs and any indemnification
related thereto) paid or payable by the Fund. Such reduction, if any, shall be
computed and accrued daily, shall be settled on a monthly basis, and shall be
based upon the expense limitation applicable to the Fund as at the end of the
last business day of the month. Should two or more such expense limitations be
applicable as at the end of the last business day of the month, that expense
limitation which results in the largest reduction in the Investment Manager's
fee shall be applicable.
For purposes of this provision, should any applicable expense limitation
be based upon the gross income of the Fund, such gross income shall include,
but not be limited to, interest on debt securities in the Fund's portfolio
accrued to and including the last day of the Fund's fiscal year, and dividends
declared on equity securities in the Fund's portfolio, the record dates for
which fall on or prior to the last day of such fiscal year, but shall not
include gains from the sale of securities.
9. The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Manager shall not be liable to the Fund
or any of its investors for any error of judgment or mistake of law or for any
act or omission by the Investment Manager or for any losses sustained by the
Fund or its investors.
10. Nothing contained in this Agreement shall prevent the Investment
Manager or any affiliated person of the Investment Manager from acting as
investment advisor or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Manager or any such
affiliated person from buying, selling or trading any securities or commodities
for their own accounts or for the account of others for whom they may be
acting. Nothing in this Agreement shall limit or restrict the right of any
Director, officer or employee of the Investment Manager to engage in any other
business or to devote his time and attention in part to the management or other
aspects of any other business whether of a similar or dissimilar nature.
A-3
<PAGE>
11. This Agreement shall remain in effect until April 30, 2000 and from
year to year thereafter provided such continuance is approved at least annually
by the vote of holders of a majority, as defined in the Investment Company Act
of 1940, as amended (the "Act"), of the outstanding voting securities of the
Fund or by the Trustees of the Fund; provided, that in either event such
continuance is also approved annually by the vote of a majority of the Trustees
of the Fund who are not parties to this Agreement or "interested persons" (as
defined in the Act) of any such party, which vote must be cast in person at a
meeting called for the purpose of voting on such approval; provided, however,
that (a) the Fund may, at any time and without the payment of any penalty,
terminate this Agreement upon thirty days' written notice to the Investment
Manager, either by majority vote of the Trustees of the Fund or by the vote of
a majority of the outstanding voting securities of the Fund; (b) this Agreement
shall immediately terminate in the event of its assignment (to the extent
required by the Act and the rules thereunder) unless such automatic
terminations shall be prevented by an exemptive order of the Securities and
Exchange Commission; and (c) the Investment Manager may terminate this
Agreement without payment of penalty on thirty days' written notice to the
Fund. Any notice under this Agreement shall be given in writing, addressed and
delivered, or mailed post-paid, to the other party at the principal office of
such party.
12. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor the Investment Manager shall be liable for failing to do so.
13. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
14. The Investment Manager and the Fund each agree that the name "Morgan
Stanley Dean Witter," which comprises a component of the Fund's name, is a
property right of Morgan Stanley Dean Witter & Co. ("MSDW"), the parent of the
Investment Manager. The Fund agrees and consents that (i) it will only use the
name "Morgan Stanley Dean Witter" as a component of its name and for no other
purpose, (ii) it will not purport to grant to any third party the right to use
the name "Morgan Stanley Dean Witter" for any purpose, (iii) MSDW, or any
corporate affiliate of MSDW, may use or grant to others the right to use the
name "Morgan Stanley Dean Witter," or any combination or abbreviation thereof,
as all or a portion of a corporate or business name or for any commercial
purpose, including a grant of such right to any other investment company, (iv)
at the request of MSDW or any corporate affiliate of MSDW, the Fund will take
such action as may be required to provide its consent to the use of the name
"Morgan Stanley Dean Witter," or any combination or abbreviation thereof, by
MSDW or any corporate affiliate of MSDW, or by any person to whom MSDW or a
corporate affiliate of MSDW shall have granted the right to such use, and (v)
upon the termination of any investment advisory agreement into which a
corporate affiliate of MSDW and the Fund may enter, or upon termination of
affiliation of the Investment Manager with its parent, the Fund shall, upon
request of MSDW or any corporate affiliate of MSDW, cease to use the name
"Morgan Stanley Dean Witter" as a component of its name, and shall not use the
name, or any combination or abbreviation thereof, as a part of its name or for
any other commercial purpose, and shall cause its officers, trustees and
shareholders to take any and all actions which MSDW or any corporate affiliate
of MSDW, may request to effect the foregoing and to reconvey to MSDW any and
all rights to such name.
15. The Declaration of Trust establishing TCW/DW [name of Fund], dated
, , as amended to reflect the change in the Fund's name from "TCW/DW
[name of Fund]" to "Morgan Stanley
A-4
<PAGE>
Dean Witter [name of Fund]" on , 1999, a copy of which, together with
all amendments thereto (the "Declaration"), is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name Morgan
Stanley Dean Witter [name of Fund] refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Morgan Stanley Dean Witter [name of
Fund] shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise,
in connection with the affairs of said Morgan Stanley Dean Witter [name of
Fund], but the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, on , 1999, in New York, New York.
MORGAN STANLEY DEAN WITTER
[NAME OF FUND]
By:---------------------------------
Attest:
- ------------------------------------ MORGAN STANLEY DEAN WITTER ADVISORS
INC.
By:---------------------------------
Attest:
- ------------------------------------
A-5
<PAGE>
EXHIBIT B
FORM OF NEW SUB-ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1999 by and between Morgan
Stanley Dean Witter Advisors, a Delaware corporation (herein referred to as the
"Investment Manager"), and TCW Funds Management, Inc., a California
Corporation, (herein referred to as the "Sub-Advisor").
WHEREAS, Morgan Stanley Dean Witter [name of Fund] (herein referred to as
the "Fund") is engaged in business as an open-end management investment company
and is registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and
WHEREAS, the Investment Manager has entered into an Investment Management
Agreement with the Fund (the "Investment Management Agreement") wherein the
Investment Manager has agreed to provide investment management services to the
Fund; and
WHEREAS, the Sub-Advisor is registered as an investment advisor under the
Investment Advisors Act of 1940, and engages in the business of acting as an
investment advisor; and
WHEREAS, the Investment Manager desires to retain the services of the
Sub-Advisor to render investment advisory services for the Fund in the manner
and on the terms and conditions hereinafter set forth; and
WHEREAS, the Sub-Advisor desires to be retained by the Investment Manager
to perform services on said terms and conditions:
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Subject to the supervision of the Fund, its officers and Trustees, and
the Investment Manager, and in accordance with the investment objectives,
policies and restrictions set forth in the then-current Registration Statement
relating to the Fund, and such investment objectives, policies and restrictions
from time to time prescribed by the Trustees of the Fund and communicated by
the Investment Manager to the Sub-Advisor, the Sub-Advisor agrees to provide
the Fund with investment advisory services with respect to the Fund's
investments to obtain and evaluate such information and advice relating to the
economy, securities markets and securities as it deems necessary or useful to
discharge its duties hereunder; to continuously manage the assets of the Fund
in a manner consistent with the investment objective and policies of the Fund;
to make decisions as to foreign currency matters and make determinations as to
forward foreign exchange contracts and options and futures contracts in foreign
currencies; shall determine the securities to be purchased, sold or otherwise
disposed of by the Fund and the timing of such purchases, sales and
dispositions; to take such further action, including the placing of purchase
and sale orders on behalf of the Fund, as it shall deem necessary or
appropriate; to furnish to or place at the disposal of the Fund and the
Investment Manager such of the information, evaluations, analyses and opinions
formulated or obtained by it in the discharge of its duties as the Fund and the
Investment Manager may, from time to time, reasonably request. The Investment
Manager and the Sub-Advisor shall each make its officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other.
2. The Sub-Advisor shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Sub-Advisor shall be deemed to
include persons employed or otherwise
B-1
<PAGE>
retained by the Sub-Advisor to furnish statistical and other factual data,
advice regarding economic factors and trends, information with respect to
technical and scientific developments, and such other information, advice and
assistance as the Investment Manager may desire. The Sub-Advisor shall maintain
whatever records as may be required to be maintained by it under the Act. All
such records so maintained shall be made available to the Fund, upon the
request of the Investment Manager or the Fund.
3. The Fund will, from time to time, furnish or otherwise make available
to the Sub-Advisor such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the Sub-Advisor
may reasonably require in order to discharge its duties and obligations
hereunder or to comply with any applicable law and regulations and the
investment objectives, policies and restrictions from time to time prescribed
by the Trustees of the Fund.
4. The Sub-Advisor shall bear the cost of rendering the investment
advisory services to be performed by it under this Agreement, and shall, at its
own expense, pay the compensation of the officers and employees, if any, of the
Fund, employed by the Sub-Advisor, and such clerical help and bookkeeping
services as the Sub-Advisor shall reasonably require in performing its duties
hereunder.
5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund, including, without limitation: any fees paid to the Investment
Manager; fees pursuant to any plan of distribution that the Fund may adopt; the
charges and expenses of any registrar, any custodian, sub-custodian or
depository appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any stock transfer or dividend agent or
agents appointed by the Fund; brokers' commissions chargeable to the Fund in
connection with portfolio securities transactions to which the Fund is a party;
all taxes, including securities issuance and transfer taxes, and fees payable
by the Fund to federal, state or other governmental agencies or pursuant to any
foreign laws; the cost and expense of engraving or printing certificates
representing shares of the Fund; all costs and expenses in connection with the
registration and maintenance of registration of the Fund and its shares with
the Securities and Exchange Commission and various states and other
jurisdictions or pursuant to any foreign laws (including filing fees and legal
fees and disbursements of counsel); the cost and expense of printing (including
typesetting) and distributing prospectuses of the Fund and supplements thereto
to the Fund's shareholders; all expenses of shareholders' and Trustees'
meetings and of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Investment Manager or
Sub-Advisor; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption whether in shares or in cash; charges
and expenses of any outside service used for pricing of the Fund's shares;
charges and expenses of legal counsel, including counsel to the Trustees of the
Fund who are not interested persons (as defined in the Act) of the Fund, the
Investment Manager or the Sub-Advisor, and of independent accountants, in
connection with any matter relating to the Fund; membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and Trustees) of the Fund which
inure to its benefit; extraordinary expenses (including but not limited to
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation
unless otherwise explicitly provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Sub-Advisor, the Investment Manager shall pay to the
Sub-Advisor monthly compensation equal to 40% of its monthly compensation
receivable pursuant to the Investment Management Agreement. Any subsequent
change in the Investment Management Agreement which has the effect of raising
or lowering the compensation of the Investment Manager will have the
concomitant effect of raising or lowering the fee payable to the Sub-Advisor
under this Agreement. In addition, if the Investment Manager has
B-2
<PAGE>
undertaken in the Fund's Registration Statement as filed under the Act (the
"Registration Statement") or elsewhere to waive all or part of its fee under
the Investment Management Agreement, the Sub-Advisor's fee payable under this
Agreement will be proportionately waived in whole or in part. The calculation
of the fee payable to the Sub-Advisor pursuant to this Agreement will be made,
each month, at the time designated for the monthly calculation of the fee
payable to the Investment Manager pursuant to the Investment Management
Agreement. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation for the
part of the month this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fee as set forth above. Subject to the
provisions of paragraph 7 hereof, payment of the Sub-Advisor's compensation for
the preceding month shall be made as promptly as possible after completion of
the computations contemplated by paragraph 7 hereof.
7. In the event the operating expenses of the Fund, including amounts
payable to the Investment Manager pursuant to the Investment Management
Agreement, for any fiscal year ending on a date on which this Agreement is in
effect, exceed the expense limitations applicable to the Fund imposed by state
securities laws or regulations thereunder, as such limitations may be raised or
lowered from time to time, the Sub-Advisor shall reduce its advisory fee to the
extent of 40% of such excess and, if required, pursuant to any such laws or
regulations, will reimburse the Investment Manager for annual operating
expenses in the amount of 40% of such excess of any expense limitation that may
be applicable, it being understood that the Investment Manager has agreed to
effect a reduction and reimbursement of 100% of such excess in accordance with
the terms of the Investment Management Agreement; provided, however, there
shall be excluded from such expenses the amount of any interest, taxes,
brokerage commissions, distribution fees and extraordinary expenses (including
but not limited to legal claims and liabilities and litigation costs and any
indemnification related thereto) paid or payable by the Fund. Such reduction,
if any, shall be computed and accrued daily, shall be settled on a monthly
basis, and shall be based upon the expense limitation applicable to the Fund as
at the end of the last business day of the month. Should two or more such
expense limitations be applicable as at the end of the last business day of the
month, that expense limitation which results in the largest reduction in the
Investment Manager's fee or the largest expense reimbursement shall be
applicable. For purposes of this provision, should any applicable expense
limitation be based upon the gross income of the Fund, such gross income shall
include, but not be limited to, interest on debt securities in the Fund's
portfolio accrued to and including the last day of the Fund's fiscal year, and
dividends declared on equity securities in the Fund's portfolio, the record
dates for which fall on or prior to the last day of such fiscal year, but shall
not include gains from the sale of securities.
8. The Sub-Advisor will use its best efforts in the performance of
investment activities on behalf of the Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Sub-Advisor shall not be liable to the Investment
Manager or the Fund or any of its investors for any error of judgment or
mistake of law or for any act or omission by the Sub-Advisor or for any losses
sustained by the Fund or its investors.
9. It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of,
or be otherwise interested in, the Sub-Advisor, and in any person controlled by
or under common control with the Sub-Advisor, and that the Sub-Advisor and any
person controlled by or under common control with the Sub-Advisor may have an
interest in the Fund. It is also understood that the Sub-Advisor and any
affiliated persons thereof or any persons controlled by or under common control
with the Sub-Advisor have and may have advisory, management service or other
contracts with other organizations and persons, and may have other interests
and businesses, and further may purchase, sell or trade any securities or
commodities for their own accounts or for the account of others for whom they
may be acting.
B-3
<PAGE>
10. This Agreement shall remain in effect until April 30, 2000 and from
year to year thereafter provided such continuance is approved at least annually
by the vote of holders of a majority, as defined in the Act, of the outstanding
voting securities of the Fund or by the Trustees of the Fund; provided, that in
either event such continuance is also approved annually by the vote of a
majority of the Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as defined in the Act) of any such party, which vote must
be cast in person at a meeting called for the purpose of voting on such
approval; provided, however, that (a) the Fund may, at any time and without the
payment of any penalty, terminate this Agreement upon thirty days' written
notice to the Investment Manager and the Sub-Advisor, either by majority vote
of the Trustees of the Fund or by the vote of a majority of the outstanding
voting securities of the Fund; (b) this Agreement shall immediately terminate
in the event of its assignment (within the meaning of the Act) unless such
automatic termination shall be prevented by an exemptive order of the
Securities and Exchange Commission; (c) this Agreement shall immediately
terminate in the event of the termination of the Investment Management
Agreement; (d) the Investment Manager may terminate this Agreement without
payment of penalty on thirty days' written notice to the Fund and the
Sub-Advisor and; (e) the Sub-Advisor may terminate this Agreement without the
payment of penalty on thirty days' written notice to the Fund and the
Investment Manager. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed post-paid, to the other party at the
principal office of such party.
11. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund,
the Investment Manager nor the Sub-Advisor shall be liable for failing to do
so.
12. This Agreement shall be construed in accordance with the law of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
B-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.
MORGAN STANLEY DEAN WITTER
ADVISORS INC.
By:-------------------------------------
Attest:
TCW FUNDS MANAGEMENT, INC.
By:-------------------------------------
Attest:
Accepted and agreed to as of the day and year first above written:
MORGAN STANLEY DEAN WITTER
[NAME OF FUND]
By:-------------------------------------
Attest:
B-5
<PAGE>
APPENDIX I
MSDW Advisors serves as investment manager to the investment companies
listed below which have similar investment objectives to those of the Funds.
Set forth below is a chart showing the net assets of each such investment
company as of March 12, 1999 and the investment management or advisory fee
rate(s) applicable to such investment company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
----------------- ---------------------------------
<S> <C> <C>
1. MORGAN STANLEY DEAN WITTER
AGGRESSIVE EQUITY FUND ................... $ 498,304,380 0.75%
2. MORGAN STANLEY DEAN WITTER
AMERICAN VALUE FUND ...................... $ 7,027,067,112 0.625% on assets up to $250
million, scaled down at
various asset levels to 0.425%
on assets over $4.5 billion.
3. MORGAN STANLEY DEAN WITTER
BALANCED GROWTH FUND ..................... $ 310,254,403 0.60%
4. MORGAN STANLEY DEAN WITTER CAPITAL
GROWTH SECURITIES ........................ $ 552,721,786 0.65% on assets up to $500
million, scaled down at
various asset levels to 0.475%
on assets over $1.5 billion.
5. MORGAN STANLEY DEAN WITTER
COMPETITIVE EDGE FUND,
"BEST IDEAS" PORTFOLIO ................... $ 1,960,627,725 0.65% on assets up to $1.5
billion and 0.625% on assets
over $1.5 billion.
6. MORGAN STANLEY DEAN WITTER
DEVELOPING GROWTH SECURITIES TRUST ....... $ 699,976,949 0.50% on assets up to $500
million and 0.475% on assets
over $500 million.
7. MORGAN STANLEY DEAN WITTER DIVIDEND
GROWTH SECURITIES INC. ................... $19,702,205,339 0.625% on assets up to $250
million, scaled down at
various asset levels to 0.275%
on assets over $15 billion.
8. MORGAN STANLEY DEAN WITTER
EQUITY FUND .............................. $ 265,014,522 0.85% (of which 40% is paid
to a Sub-Advisor).
9. MORGAN STANLEY DEAN WITTER
EUROPEAN GROWTH FUND INC. ................ $ 2,364,716,910 0.95% on assets up to $500
million, scaled down at
various assets levels to 0.85%
on assets over $2 billion (of
which 40% is paid to a
Sub-Advisor).
10. MORGAN STANLEY DEAN WITTER
FINANCIAL SERVICES TRUST ................. $ 478,681,971 0.75%
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
----------------- -----------------------------------
<S> <C> <C>
11. MORGAN STANLEY DEAN WITTER
FUND OF FUNDS ............................ $ 34,285,975 none (1)
12. MORGAN STANLEY DEAN WITTER GLOBAL
DIVIDEND GROWTH SECURITIES ............... $3,531,827,127 0.75% on assets up to $1
billion, scaled down at
various asset levels to 0.625%
on assets over $4.5 billion.
13. MORGAN STANLEY DEAN WITTER GLOBAL
UTILITIES FUND ........................... $ 559,667,493 0.65% on assets up to $500
million and 0.625% on assets
over $500 million.
14. MORGAN STANLEY DEAN WITTER
GROWTH FUND .............................. $ 923,475,534 0.80% on assets up to $750
million, scaled down at
various asset levels to 0.70%
on assets over $1.5 billion (of
which 40% is paid to a
Sub-Advisor).
15. MORGAN STANLEY DEAN WITTER HEALTH
SCIENCES TRUST ........................... $ 350,236,613 1.00% on assets up to $500
million and 0.95% on assets
over $500 million.
16. MORGAN STANLEY DEAN WITTER INCOME
BUILDER FUND ............................. $ 412,791,085 0.75% on assets up to $500
million and 0.725% on assets
over $500 million.
17. MORGAN STANLEY DEAN WITTER
INFORMATION FUND ......................... $ 544,608,511 0.75% on assets up to $500
million and 0.725% on assets
over $500 million.
18. MORGAN STANLEY DEAN WITTER
INTERNATIONAL SMALLCAP FUND .............. $ 47,868,608 1.15% (of which 40% is paid
to a Sub-Advisor).
19. MORGAN STANLEY DEAN WITTER JAPAN
FUND ..................................... $ 145,758,028 0.95% (of which 40% is paid
to a Sub-Advisor).
20. MORGAN STANLEY DEAN WITTER MARKET
LEADER TRUST ............................. $ 163,864,922 0.75%
21. MORGAN STANLEY DEAN WITTER
MID-CAP DIVIDEND GROWTH SECURITIES ....... $ 313,632,285 0.75%
22. MORGAN STANLEY DEAN WITTER MID-CAP
GROWTH FUND .............................. $ 540,464,345 0.75% on assets up to $500
million and 0.725% on assets
over $500 million.
23. MORGAN STANLEY DEAN WITTER NATURAL
RESOURCE DEVELOPMENT SECURITIES INC. $ 185,361,407 0.625% on assets up to $250
million and 0.50% on assets
over $250 million.
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
-------------------- ------------------------------------
<S> <C> <C>
24. MORGAN STANLEY DEAN WITTER PACIFIC
GROWTH FUND INC. .............................. $ 437,976,215 0.95% on assets up to $1
billion, scaled down at
various asset levels to 0.85%
on assets over $2 billion (of
which 40% is paid to a
Sub-Advisor).
25. MORGAN STANLEY DEAN WITTER PRECIOUS
METALS AND MINERALS TRUST ..................... $ 31,406,490 0.80%
26. MORGAN STANLEY DEAN WITTER
REAL ESTATE FUND .............................. $ 100,000(2) 1.0% (of which 40% is paid to
a Sub-Advisor).
27. MORGAN STANLEY DEAN WITTER SPECIAL
VALUE FUND .................................... $ 287,296,987 0.75%
28. MORGAN STANLEY DEAN WITTER
STRATEGIST FUND ............................... $1,915,670,468 0.60% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $1.5 billion.
29. MORGAN STANLEY DEAN WITTER
S&P 500 INDEX FUND ............................ $1,512,617,047 0.40%(3)
30. MORGAN STANLEY DEAN WITTER
S&P 500 SELECT FUND ........................... $ 99,490,366 0.60%
31. MORGAN STANLEY DEAN WITTER UTILITIES
FUND .......................................... $2,745,432,959 0.65% on assets up to $500
million, scaled down at
various asset levels to 0.425%
on assets over $5 billion.
32. MORGAN STANLEY DEAN WITTER
VALUE FUND .................................... $ 129,284,351 1.0% (of which 40% is paid to
a Sub-Advisor).
33. MORGAN STANLEY DEAN WITTER
VALUE-ADDED MARKET SERIES ..................... $ 1,515,031,347 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.40%
on assets over $1 billion.
34. MORGAN STANLEY DEAN WITTER SELECT
DIMENSIONS INVESTMENT SERIES:*
(A) AMERICAN VALUE PORTFOLIO ............ $ 439,744,862 0.625%
(B) BALANCED GROWTH PORTFOLIO ........... $ 115,344,784 0.75% (of which 40% is paid
to a Sub-Advisor).
(C) DEVELOPING GROWTH PORTFOLIO ......... $ 83,104,549 0.50%
(D) DIVIDEND GROWTH PORTFOLIO ........... $ 746,155,398 0.625% on assets up to $500
million and 0.50% on assets
over $500 million.
(E) EMERGING MARKETS PORTFOLIO .......... $ 13,146,676 1.25% (of which 40% is paid
to a Sub-Advisor).
</TABLE>
I-3
<PAGE>
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
------------------ -----------------------------------
<S> <C> <C>
(F) GLOBAL EQUITY PORTFOLIO .............. $ 126,581,765 1.00%
(G) GROWTH PORTFOLIO ..................... $ 57,892,937 0.80% (of which 40% is paid
to a Sub-Advisor).
(H) MID-CAP GROWTH PORTFOLIO ............. $ 28,646,070 0.75%(4)
(I) UTILITIES PORTFOLIO .................. $ 94,148,169 0.65%
(J) VALUE-ADDED MARKET PORTFOLIO ......... $ 175,070,937 0.50%
35. MORGAN STANLEY DEAN WITTER
VARIABLE INVESTMENT SERIES:*
(A) CAPITAL GROWTH PORTFOLIO ............. $ 141,161,297 0.65%
(B) COMPETITIVE EDGE "BEST IDEAS"
PORTFOLIO ............................ $ 38,482,591 0.65%(5)
(C) DIVIDEND GROWTH PORTFOLIO ............ $ 2,282,129,950 0.625% on assets up to $500
million, scaled down at
various asset levels to 0.45%
on assets over $2 billion.
(D) EQUITY PORTFOLIO ..................... $ 518,003,171 0.50% on assets up to $1
billion and 0.475% on assets
over $1 billion.
(E) EUROPEAN GROWTH PORTFOLIO ............ $ 518,003,171 0.95% on assets up to $500
million and 0.90% on assets
over $500 million (of which
40% is paid to a
Sub-Advisor).
(G) GLOBAL DIVIDEND GROWTH
PORTFOLIO ........................... $ 472,309,743 0.75%
(H) INCOME BUILDER PORTFOLIO ............ $ 84,215,220 0.75%
(K) PACIFIC GROWTH PORTFOLIO ............ $ 63,597,171 0.95% (of which 40% is paid
to a Sub-Advisor).
(I) S&P 500 INDEX PORTFOLIO ............. $ 79,282,411 0.40%(6)
(J) STRATEGIST PORTFOLIO ................ $ 662,363,173 0.50%
(L) UTILITIES PORTFOLIO ................. $ 557,167,586 0.65% on assets up to $500
million and 0.55% on assets
over $500 million.
</TABLE>
- ----------
* Open-end investment company offered only to life insurance companies in
connection with variable annuity and/or variable life insurance
contracts.
(1) MSDW Advisors receives no investment management fee for serving as
Investment Manager, it being understood that MSDW Advisors receives
investment management fees from the "Underlying Funds" (various Morgan
Stanley Dean Witter Funds that are the underlying investments of Morgan
Stanley Dean Witter Fund of Funds).
(2) As of March 12, 1999, Morgan Stanley Dean Witter Real Estate Fund's
assets consisted only of its initial seed capital. Morgan Stanley Dean
Witter Real Estate Fund's underwriting period is expected to run from
March 25, 1999 through April 23, 1999 and Morgan Stanley Dean Witter Real
Estate Fund is expected to commence operations shortly thereafter.
I-4
<PAGE>
(3) MSDW Advisors has agreed to assume all expenses (except for brokerage and
12b-1 fees) of Morgan Stanley Dean Witter S&P 500 Index Fund and to waive
the compensation provided for in its investment management agreement with
that company to the extent such expenses and compensation on an
annualized basis exceed 0.50% of the daily net assets of that company.
(4) MSDW Advisors has undertaken, until the earlier of April 30, 1999 or the
attainment by the Portfolio of $50 million of net assets, to assume all
operating expenses (except for any brokerage fees) of the Mid-Cap Growth
Portfolio of Morgan Stanley Dean Witter Select Dimensions Investment
Series and to waive the compensation provided for that Portfolio in its
investment management agreement with the company.
(5) MSDW Advisors has undertaken, until the earlier of April 30, 1999 or the
attainment by the Portfolio of $50 million of net assets, to assume all
operating expenses (except for any brokerage fees) of the Competitive
Edge "Best Ideas" Portfolio of Morgan Stanley Dean Witter Variable
Investment Series and to waive the compensation provided for that
Portfolio in its investment management agreement with the company.
(6) MSDW Advisors has agreed to assume all expenses (except for any brokerage
fees) of Morgan Stanley Dean Witter Variable Investment Series S&P 500
Index Portfolio and to waive the compensation provided for in its
investment management agreement with that company to the extent such
expenses and compensation on an annualized basis exceed 0.50% of the
daily net assets of that company.
I-5
<PAGE>
APPENDIX II
TCW serves as investment adviser or manager to the investment companies
listed below which have similar investment objectives to those of the Funds.
Set forth below is a chart showing the net assets of each such investment
company as of March 12, 1999 and the investment management or advisory fee
rate(s) applicable to such investment company.
<TABLE>
<CAPTION>
CURRENT INVESTMENT
MANAGEMENT FEE
RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 3/12/99 OF NET ASSETS
--------------- -------------------
<S> <C> <C>
1. GALILEO LATIN AMERICA EQUITIES FUND $ 3,525,207 1.00%
2. GALILEO SMALL CAP EQUITIES FUND ......... 157,533,434 1.00%
3. GALILEO LARGE CAP VALUE FUND ............ 54,174,880 0.55%
</TABLE>
<PAGE>
TCW/DW LATIN AMERICAN GROWTH FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink and Robert S.
Giambrone, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW/DW Latin American Growth Fund on June 8, 1999, at 9:00 a.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the Notice
of Meeting dated March 23, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK [X]
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR AGAINST ABSTAIN
1. Approval or Disapproval of the New
Investment Management Agreement between [ ] [ ] [ ]
the TCW/DW Latin American Growth Fund
and Morgan Stanley Dean Witter Advisors Inc.
FOR AGAINST ABSTAIN
2. Approval or Disapproval of the New
Sub-Advisory Agreement between [ ] [ ] [ ]
Morgan Stanley Dean Witter Advisors Inc.
and TCW Funds Management, Inc.
FOR ALL
FOR WITHHOLD EXCEPT
3. Election of Trustees: [ ] [ ] [ ]
01. Michael Bozic 02. Charles A. Fiumefreddo
03. Edwin J. Garn 04. Wayne E. Hedien 05. Dr. Manuel H. Johnson
06. Michael E. Nugent 07. Philip J. Purcell 08. John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the nominee's name.
Please make sure to sign and date this Proxy using black or blue ink.
Date-----------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
Shareholder sign in the box above
---------------------------------------------------------------------
---------------------------------------------------------------------
Co-Owner (if any) sign in the box above
-------------------------------------------------------------------------------
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
TCW/DW LATIN AMERICAN GROWTH FUND
IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
085, 418, 419, 420
<PAGE>
TCW/DW SMALL CAP GROWTH FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink and Robert S.
Giambrone, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW/DW Small Cap Growth Fund on June 8, 1999, at 9:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated March 23, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK [X]
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR AGAINST ABSTAIN
1. Approval or Disapproval of the New
Investment Management Agreement between [ ] [ ] [ ]
the TCW/DW Small Cap Growth Fund and
Morgan Stanley Dean Witter Advisors Inc.
FOR AGAINST ABSTAIN
2. Approval or Disapproval of the New
Sub-Advisory Agreement between Morgan [ ] [ ] [ ]
Stanley Dean Witter Advisors Inc. and
TCW Funds Management, Inc.
FOR ALL
FOR WITHHOLD EXCEPT
3. Election of Trustees: [ ] [ ] [ ]
01. Michael Bozic 02. Charles A. Fiumefreddo
03. Edwin J. Garn 04. Wayne E. Hedien 05. Dr. Manuel H. Johnson
06. Michael E. Nugent 07. Philip J. Purcell 08. John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the nominee's name.
Please make sure to sign and date this Proxy using black or blue ink.
Date-----------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
Shareholder sign in the box above
---------------------------------------------------------------------
---------------------------------------------------------------------
Co-Owner (if any) sign in the box above
-------------------------------------------------------------------------------
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
TCW/DW SMALL CAP GROWTH FUND
IMPORTANT
USE ONE OF THE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
080, 412, 413, 414
<PAGE>
TCW/DW TOTAL RETURN TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink and Robert S.
Giambrone, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW/DW Total Return Trust on June 8, 1999, at 9:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of
Meeting dated March 23, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE TRUSTEES AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF AND
AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK [X]
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
FOR AGAINST ABSTAIN
1. Approval or Disapproval of the New
Investment Management Agreement between [ ] [ ] [ ]
the TCW/DW Total Return Trust and Morgan
Stanley Dean Witter Advisors Inc.
FOR AGAINST ABSTAIN
2. Approval or Disapproval of the New
Sub-Advisory Agreement between [ ] [ ] [ ]
Morgan Stanley Dean Witter Advisors Inc.
and TCW Funds Management, Inc.
FOR ALL
FOR WITHHOLD EXCEPT
3. Election of Trustees: [ ] [ ] [ ]
01. Michael Bozic 02. Charles A. Fiumefreddo
03. Edwin J. Garn 04. Wayne E. Hedien 05. Dr. Manuel H. Johnson
06. Michael E. Nugent 07. Philip J. Purcell 08. John L. Schroeder
If you wish to withhold authority for any particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the nominee's name.
Please make sure to sign and date this Proxy using black or blue ink.
Date-----------------------------------------------------------------
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
TCW/DW TOTAL RETURN TRUST
IMPORTANT
USE ONE OF THE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
059, 403, 404, 405
