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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:
[X] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
TCW/DW Term Trust 2000
TCW/DW Term Trust 2002
TCW/DW Term Trust 2003
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
LouAnne D. McInnis
- -------------------------------------------------------------------------------
(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>
PRELIMINARY PROXY
FOR THE INFORMATION OF THE SECURITIES AND
EXCHANGE COMMISSION ONLY
TCW/DW TERM TRUST 2000
TCW/DW TERM TRUST 2002
TCW/DW TERM TRUST 2003
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD JUNE 8, 1999
Special Meetings of Shareholders ("Meeting(s)") of TCW/DW TERM TRUST 2000,
TCW/DW TERM TRUST 2002 AND TCW/DW TERM TRUST 2003, (individually, a "Trust"
and, collectively, the "Trusts"), unincorporated business trusts organized
under the laws of the Commonwealth of Massachusetts, will be held jointly in
Conference Room A, Forty-Fourth Floor, 2 World Trade Center, New York, New York
10048, on June 8, 1999 at 3:00 p.m. New York City time, for the following
purposes:
1. For each Trust, to elect or re-elect eight (8) Trustees to serve
until the expiration of their indicated respective terms, or until their
successors shall have been elected and qualified; and
2. To transact such other business as may properly come before the
Meetings or any adjournments thereof.
Shareholders of record of each Trust 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.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the applicable Trust'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 have been received by the date of the
Meeting.
BARRY FINK
Secretary
March , 1999
New York, New York
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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.
- --------------------------------------------------------------------------------
<PAGE>
TCW/DW TERM TRUST 2000
TCW/DW TERM TRUST 2002
TCW/DW TERM TRUST 2003
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 Boards of Trustees (the "Board(s)") of TCW/DW TERM TRUST 2000 ("TERM
TRUST 2000"), TCW/DW TERM TRUST 2002 ("TERM TRUST 2002"), and TCW/DW TERM TRUST
2003 ("TERM TRUST 2003") (individually, a "Trust" and, collectively, the
"Trusts") for use at the Special Meetings of Shareholders of the Trusts to be
held jointly on June 8, 1999, (the "Meeting(s)"), and at any adjournments
thereof. The first mailing of this Proxy Statement is expected to be made on or
about March , 1999.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meetings, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for the nominees for election as Trustee with
respect to each Trust set forth in the attached Notice of Annual 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 the Trusts,
execution and delivery of a later dated proxy to the Secretary of the Trusts
(if returned and received in time to be voted), or attendance and voting at the
Annual Meetings of Shareholders. Attendance at the Meetings will not in and of
itself revoke a proxy.
Shareholders of record ("Shareholders") of each Trust 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 Meetings (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for
a fractional share. On the Record Date, there were outstanding shares
of beneficial interest of Term Trust 2000, shares of beneficial
interest of Term Trust 2002 and shares of beneficial interest of Term
Trust 2003, all with $0.01 par value. No person was known to own as much as 5%
of the outstanding shares of any of the Trusts on that date. The percentage
ownership of shares of each Trust 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 Meetings, consisting principally of
printing and mailing expenses, estimated at approximately $18,000, $15,000 and
$28,000, respectively for Term Trust 2000, Term Trust 2002 and Term Trust 2003,
will be borne by the respective Trusts. The solicitation of proxies will be by
mail, which may be supplemented by solicitation by mail, telephone or otherwise
through Trustees, officers of the Trusts, officers and regular employees of
Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services" or the
"Manager") or its parent company Morgan Stanley Dean Witter Advisors Inc.
("MSDW Advisors"), Morgan Stanley Dean Witter Trust FSB ("MSDW Trust") and/or
Dean Witter Reynolds Inc. ("DWR") without special compensation therefor. In
addition, each Trust may employ William F. Doring and Co. as proxy solicitor,
the cost of which is not expected to exceed $3,000 and will be borne by each
respective Trust.
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
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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, William F. Doring & Co. and MSDW Trust may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on the Proposal other than to refer to the
recommendations of the Boards. The Trusts 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
instruction. 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. With respect
to the solicitation of a telephonic vote by William F. Doring & Co., additional
expenses would include $7.00 per telephone vote transacted, $3.00 per outbound
telephone contact and costs relating to obtaining Shareholder's telephone
numbers which would be borne by the Trusts.
(1) ELECTION OF TRUSTEES
The number of Trustees of each Trust has currently 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 eight. Due to the anticipated retirement of one
Trustee and intended resignations of four Trustees, as set forth below, a
Special Meeting has been called in order to add additional Trustees and
re-structure the three Classes of Trustees. At the Meetings, eight nominees are
to be elected or re-elected to each Trust's Board of Trustees to serve in their
designated Class until the expiration of their respective terms. Charles A.
Fiumefreddo, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder
currently serve as Trustees of each Trust and were previously elected by the
Shareholders of each Trust. Michael Bozic, Edwin J. Garn, Wayne E. Hedien and
Philip J. Purcell have been nominated by the Board of each Trust for election
as Trustee for the first time in order to replace John C. Argue, Richard M.
DeMartini, Thomas E. Larkin, Jr. and Marc I. Stern who intend to resign as
Trustees on the date of the Meeting.
Five of the current nine Trustees (John C. Argue, John R. Haire, Manuel H.
Johnson, Michael E. Nugent and John L. Schroeder) are "Independent Trustees,"
that is, Trustees who are not "interested persons" of the Trusts, as that term
is defined in the Investment Company Act of 1940, as amended (the "1940 Act").
Messrs. Bozic, Hedien, and Garn, if elected, also will be Independent Trustees.
Mr. Philip J. Purcell, if elected, is an "interested person" of the Trusts
along with Mr. Charles A. Fiumefreddo and thus would not be an Independent
Trustee (as that term is defined in the 1940 Act). The nominees for election as
Trustees of the Trusts have been proposed by the Trustees now serving or, in
the case of the nominees for positions as Independent Trustees, by the
Independent Trustees now serving.
The nominees of the Board of Trustees of each Trust for election as
Trustee are listed below. It is the intention of the persons named in the
enclosed form of proxy to vote the shares represented by them for the election
of these nominees: Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, Wayne
E. Hedien, Manuel H. Johnson, Michael E. Nugent, Philip J. Purcell and John L.
Schroeder. Should any of the nominees become
3
<PAGE>
unable or unwilling to accept nomination or election, the persons named in the
proxy will exercise their voting power in favor of such person or persons as
the Boards may recommend. All of the nominees have consented to being named in
this Proxy Statement and to serve if elected. The Trusts knows of no reason why
said nominees would be unable or unwilling to accept nomination or election.
With respect to each Trust, the election of each Trustee requires the approval
of a majority of the shares of the Trust represented and entitled to vote at
the Meeting.
Pursuant to the provisions of each Trust's Declaration of Trust, the
Trustees are divided into three separate classes, each class having a term of
three years. The term of office of one of each of the three classes will expire
each year.
The Board of each Trust, due to the anticipated retirement of one Trustee
and the resignations of four Trustees, have determined that, as of the date of
the Meeting any nominee for election as Trustee will stand for election as
Trustee and serve as Trustee in one of the three classes of Trustees as
follows: Class I--Messrs. Bozic and Fiumefreddo; Class II--Messrs. Hedien,
Johnson and Schroeder; and Class III--Messrs. Garn, Nugent and Purcell. Each
nominee will, if elected, serve a term of up to approximately three years
running for the period assigned to that class and terminating at the date of
the Annual Meeting of Shareholders so designated by the Boards, or any
adjournments thereof. As a consequence of this method of election, the
replacement of a majority of each of the Boards could be delayed for up to two
years. In accordance with the above all of the Trustees of each Trust are
standing for election at the Meeting and the Class I Trustees will serve, until
the 1999 Annual Meeting, the Class II Trustees until the 2000 Annual Meeting
and the Class III Trustees until the 2001 Annual Meeting or until their
successors shall have been elected and qualified.
The following information regarding each of the nominees for election as
Trustee includes his principal occupations and employment for at least the last
five years, his age, shares of each Trust owned, if any, as of March , 1999
(shown in parentheses), positions with the Trusts, and directorships (or
trusteeships) in other companies which file periodic reports with the
Securities and Exchange Commission, including the 11 investment companies,
including the Trusts, for which TCW Funds Management, Inc. serves as investment
adviser (the "Investment Adviser" or the "Adviser"), and MSDW Advisors'
wholly-owned subsidiary, MSDW Services, serves as manager (referred to herein
as the "TCW/DW Funds"), and the 85 investment companies for which MSDW Advisors
serves as investment manager or investment adviser (referred to herein as the
"Morgan Stanley Dean Witter Funds").
The nominees for Trustee to be elected at the Meetings are:
MICHAEL BOZIC, age 58; Vice Chairman of Kmart Corporation (since December,
1998); Director or Trustee of the Morgan Stanley Dean Witter Funds; 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, age 65; Trustee of Term Trust 2000 since June,
1993, of Term Trust 2002 since August, 1992 and of Term Trust 2003 since
February 1993; Chairman, Director or Trustee, 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 Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"), 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).
4
<PAGE>
EDWIN J. GARN, age 66; Director or Trustee of the Morgan Stanley Dean
Witter Funds; 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 States 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, age 65; Retired; Director or Trustee of the Morgan
Stanley Dean Witter Funds; 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.
DR. MANUEL H. JOHNSON, age 50; Trustee of Term Trust 2000 since July,
1993, of Term Trust 2002 since September, 1992 and of Term Trust 2003 since
February, 1993; 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; Director or Trustee of the Morgan Stanley
Dean Witter Funds; Trustee of the TCW/DW Funds; Trustee of Discover Brokerage
Index Series; Director of NASDAQ, Greenwich Capital Markets, Inc.
(broker-dealer) and NVR Inc. (home construction); Chairman and Trustee of the
Financial Accounting Foundation (oversight organization for 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 (1982-1986).
MICHAEL E. NUGENT, age 62; Trustee of Term Trust 2000 since July, 1993, of
Term Trust 2002 since September, 1992 and of Term Trust 2003 since February,
1993; General Partner, Triumph Capital, L.P.; Director or Trustee of the Morgan
Stanley Dean Witter Funds; 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.
PHILIP J. PURCELL, age 55; Chairman of the Board of Directors and Chief
Executive Officer of MSDW, Dean Witter Reynolds and Novus Credit Services Inc.;
Director of the Distributor; Director or Trustee of the Morgan Stanley Dean
Witter Funds; Trustee of Discover Brokerage Index Series; Director and/or
officer of various MSDW subsidiaries.
JOHN L. SCHROEDER, age 68; Trustee of each Trust since April, 1995;
Retired; Director or Trustee of the Morgan Stanley Dean Witter Funds; 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 executive officers of the Trust are: Barry Fink, Vice President,
Secretary and General Counsel; Mitchell M. Merin, Vice President; Ronald E.
Robison, Vice President; Robert S. Giambrone, Vice President; Philip A. Barach,
Vice President, Jeffrey E. Gundlach, Vice President; Frederick H. Horton, Vice
President; and Thomas F. Caloia, Treasurer. In addition, Marilyn K. Cranney,
Lou Anne D. McInnis, Carsten Otto, Ruth Rossi, Frank Bruttomesso and Todd Lebo,
serve as Assistant Secretaries.
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 Assistant Secretary
of DWR (since August, 1996); he is also Senior Vice President (since March,
1997),
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Assistant Secretary and Assistant General Counsel (since February, 1997) of
MSDW Distributors and Vice President, Secretary and General Counsel of the
Morgan Stanley Dean Witter Funds, the TCW/DW Funds and Discover Brokerage Index
Series. He was previously First Vice President, Assistant Secretary and
Assistant General Counsel of MSDW Advisors. 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 and Director of MSDW Distributors and MSDW Trust, Executive
Vice President and Director of DWR and Director of SPS Transaction Services,
Inc. and various other MSDW subsidiaries. Mr. Robison is 60 years old and is
currently Executive Vice President and Chief Administrative Officer of MSDW
Advisors and MSDW Services (since September 1998); 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, MSDW
Distributors and MSDW Trust (since August, 1995) and a Director of MSDW Trust
(since April, 1996). He was formerly a partner of KPMG Peat Marwick, LLP. Mr.
Caloia is 52 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. Mr. Barach is 46 years old and is currently
a Managing Director of Trust Company of the West, TCW Asset Management Company
and TCW Funds Management, Inc. Mr. Gundlach is 39 years old and is currently a
Managing Director of Trust Company of the West, TCW Asset Management Company
and TCW Funds Management, Inc. Mr. Horton is 40 years old and is currently a
Managing Director of Trust Company of the West, TCW Asset Management Company
and TCW Funds Management, Inc. Messrs. Barach, Gundlach and Horton have been
associated with 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 Board, the 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 Morgan Stanley Dean Witter Funds, comprised
of portfolios. As of February 26, 1999, the Morgan Stanley Dean Witter Funds
had total net assets of approximately $ billion and more than six million
shareholders.
If Shareholders elect the nominated persons to the Board, six of the eight
Trustees (or 75%) will be Independent Trustees because they have no affiliation
or business connection with TCW Funds Management, Inc. or MSDW Services or any
of their affiliated persons and do not own any stock or other securities issued
by MSDW or TCW, the parent companies of MSDW Services and TCW Funds Management,
Inc., respectively. These are the "disinterested" or "independent" Trustees.
All of the six independent Trustees are also Independent Trustees of the Morgan
Stanley Dean Witter Funds.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The TCW/DW 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 in the case with all of the Trusts' current Independent Trustees all of
the Independent Trustees nominated for election or re-election would serve as
members of the Audit Committee; three of the Trustees, including two
Independent Trustees, would serve as members of the Derivatives Committee; and
in addition, two of the Trustees, including two Independent Trustees, would
serve as members of the Insurance Committee.
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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 Trust's 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 each Trust's system of internal
controls.
The Board of each Trust has formed a Derivatives Committee to approve
parameters for and monitor the activities of the Trust with respect to
derivative investments, if any, made by the Trust.
Finally, the Board of each Trust has formed an Insurance Committee to
review and monitor the insurance coverage maintained by the Trust.
The following chart sets forth the number of meetings of the Board, the
Audit Committee, the Independent Trustees, the Derivatives Committee and the
Insurance Committee of each Trust during its most recent fiscal year. No
Trustee attended fewer than 75% of the meetings of the Board, the Audit
Committee, the Independent Trustees, the Derivatives Committee or the Insurance
Committee held while he served in such positions.
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
BOARD OF INDEPENDENT AUDIT DERIVATIVES
FISCAL TRUSTEES TRUSTEES COMMITTEE COMMITTEE INSURANCE
NAME OF FUND YEAR-END MEETINGS MEETINGS MEETINGS MEETINGS COMMITTEE
- ------------ -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Term Trust 2000 .......... 9/30/98 6 8 2 4 1
Term Trusts 2002 ......... 9/30/98 6 8 2 4 1
Term Trust 2003 .......... 3/31/98 5 9 2 4 0
</TABLE>
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL MSDW AND
TCW/DW FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the MSDW and TCW/DW 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 Fund's
service providers. This arrangement also precludes the possibility of separate
groups of Independent Trustees arriving at conflicting decisions regarding
operations and management of the Funds and avoids the cost and confusion that
would likely ensue. Finally, having the same Independent Trustees serve on all
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
MSDW and TCW/DW Funds.
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SHARE OWNERSHIP BY TRUSTEES
The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the Funds in
the TCW/DW Funds complex (and, if applicable, in the Morgan Stanley Dean Witter
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 28, 1999, the total value of
the investments by the proposed Trustees and/or their spouses in shares of the
MSDW and TCW/DW Funds was approximately $ million.
As of March 12, 1999, the aggregate number of shares of beneficial
interest of the Trust owned by the Trust's officers and Trustees as a group was
less than 1 percent of the Trust's shares of beneficial interest outstanding.
COMPENSATION OF INDEPENDENT TRUSTEES
The Trusts pay each Independent Trustee an annual fee of $2,225 plus a per
meeting fee of $200 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board of Trustees attended by the Trustee (the
Trust pays the Chairman of the Audit Committee an additional annual fee of $750
). 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 a single
meeting fee by the Trusts. The Trusts also reimburse such Trustees for travel
and other out-of-pocket expenses incurred by them in connection with attending
such meetings. Trustees and officers of the Trusts who are or have been
employed by the Manager or the Adviser or an affiliated company of either
receive no compensation or expense reimbursement from the Trusts for their
services as Trustee. Mr. Haire currently serves as Chairman of the Audit
Committee of each Trust. Prior to June 1, 1998, Mr. Haire also served as
Chairman of the Independent Trustees, for which services the Trusts paid him an
additional annual fee of $1,200. The Trustees of the TCW/DW Funds do not have
retirement or deferred compensation plans.
The following table illustrates the compensation paid to those nominees of
each Trust who are also currently Independent Trustees by each Trust as of the
respective Trust's fiscal year end:
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE AGGREGATE
COMPENSATION COMPENSATION COMPENSATION
FROM TERM FROM TERM FROM TERM
TRUST 2000 TRUST 2002 TRUST 2003
NAME OF INDEPENDENT TRUSTEE AS OF 9/30/98 AS OF 9/30/98 3/31/98
- --------------------------- ------------- ------------- -------
<S> <C> <C> <C>
Manuel H. Johnson ........... 5,456 5,456 4,969
Michael E. Nugent ........... 5,456 5,456 5,169
John L. Schroeder ........... 5,656 5,656 5,369
</TABLE>
If Shareholders elect or re-elect the nominated persons to the Board, at
such time as each Trust has paid fees to the Independent Trustees for a full
fiscal year, and assuming that during such fiscal year each Trust holds the
same number of Board and committee meetings as were held by the Trusts during
the calendar year ended December 31, 1998, it is estimated that the
compensation paid to each Independent Trustee by the Trusts during such fiscal
year will be the amount shown in the following table:
8
<PAGE>
FUND COMPENSATION (ESTIMATED)
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
FROM EACH TRUST
NAME OF INDEPENDENT TRUSTEE (ESTIMATED)
- --------------------------- -----------
<S> <C>
Michael Bozic ............... $
Edwin J. Garn ...............
Wayne E. Hedien .............
Manuel H. Johnson ...........
Michael E. Nugent ...........
John L. Schroeder ...........
</TABLE>
The following table illustrates the compensation paid to the each Trust's
Independent Trustees for the calendar year ended December 31, 1998 for services
to the 11 TCW/DW Funds and, in the case of Messrs. Hedien, Johnson, Nugent and
Schroeder, the 85 Morgan Stanley Dean Witter Funds that were in operation at
December 31, 1998.
CASH COMPENSATION FROM TCW/DW FUNDS AND MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
FOR SERVICE
AS DIRECTOR OR
FOR SERVICE AS TRUSTEE AND TOTAL
TRUSTEE AND COMMITTEE CASH COMPENSATION
COMMITTEE MEMBER FOR SERVICES TO
MEMBER OF 85 85 MORGAN STANLEY
OF 11 MORGAN STANLEY DEAN WITTER
TCW/DW DEAN WITTER FUNDS AND 11
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS TCW/DW FUNDS
- --------------------------- ----- ----- ------------
<S> <C> <C> <C>
Michael Bozic ............... -- $120,150 $120,150
Edwin J. Garn ............... -- 132,450 132,450
Wayne E. Hedien ............. -- 132,450 132,450
Manuel H. Johnson ........... $62,331 128,400 190,731
Michael E. Nugent ........... 62,131 132,450 194,581
John L. Schroeder ........... 64,731 132,450 197,181
</TABLE>
The following table illustrates the retirement benefits accrued to Messrs.
Hedien, Johnson, Nugent and Schroeder by the 55 Morgan Stanley Dean Witter
Funds for the year ended December 31, 1998, and the estimated retirement
benefits for Messrs. Hedien, Johnson, Nugent and Schroeder, to commence upon
their retirement, from the 55 Morgan Stanley Dean Witter Funds as of December
31, 1998.
9
<PAGE>
RETIREMENT BENEFITS FROM ALL MORGAN STANLEY DEAN WITTER FUNDS
<TABLE>
<CAPTION>
ESTIMATED
CREDITED YEARS ESTIMATED RETIREMENT BENEFITS ESTIMATED ANNUAL BENEFITS
OF SERVICE AT PERCENTAGE OF ACCRUED AS EXPENSES UPON RETIREMENT
RETIREMENT ELIGIBLE BY ALL ADOPTING FROM ALL ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION 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 Footnote (1)
above.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE TRUSTEES NOMINATED FOR
ELECTION.
INVESTMENT ADVISER
TCW Funds Management, Inc. (the "Investment Adviser") is each Trust's
investment adviser pursuant to an investment advisory agreement with each
Trust. The Investment Adviser, 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
January 31, 1999, the Investment Adviser and its affiliates had approximately
$50 billion under management or committed to management. The Investment Adviser
is headquartered at 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017.
The Principal Executive Officers and Directors of the Investment Adviser,
and their principal occupations, are:
Thomas E. Larkin, Jr., Chairman, Marc I. Stern, President and Alvin R.
Albe, Jr., Executive Vice President. Mr. Robert A. Day may be deemed to be a
control person of the Adviser by virtue of the aggregate ownership of Mr.
Robert Day and his family of more than 25% of the outstanding voting stock of
The TCW Group, Inc. The principal occupations of Messrs. Larkin and Stern are
described in the preceding tables. Mr. Albe is an Executive Vice President of
The TCW Group, Inc.
The business address of the foregoing Directors and Executive Officers is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
In return for its investment services and the expenses which the
Investment Adviser assumes under each investment advisory agreement, the Trusts
pays the Investment Adviser compensation which is computed weekly and payable
monthly and which is determined by applying the annual rates of 0.24%, 0.26%
and 0.26% respectively to the average weekly net assets of Term Trust 2000,
Term Trust 2002 and Term Trust 2003. Pursuant to each investment advisory
agreement, Term Trust 2000, Term Trust 2002 and Term Trust 2003 accrued to the
Investment Adviser total compensation of $1,110,390, $1,115,200 and $2,420,445
respectively during their respective fiscal years ended September 30, 1998,
September 30, 1998 and March 31, 1998. The net assets of each Trust totalled,
$465,844,823, $435,627,259 and $934,981,132 at their respective fiscal year
ends.
10
<PAGE>
MANAGER
Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services") is each
Trust's Manager. MSDW Services, which maintains its offices at Two World Trade
Center, New York, New York 10048, is a wholly-owned subsidiary of Morgan
Stanley Dean Witter Advisors Inc. ("MSDW 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., changed its name to Morgan Stanley Dean Witter Advisors Inc. on June 22,
1998. MSDW Advisors is a wholly-owned subsidiary of MSDW, a preeminent global
financial services firm that maintains leading market positions in each of its
three primary businesses--securities, asset management and credit services.
As Manager to the Trusts, MSDW Services receives from each Trust
compensation which is computed weekly and payable monthly and which is
determined by applying the annual rates of 0.36%, 0.39% and 0.39% respectively
to the weekly net assets of Term Trust 2000, Term Trust 2002 and Term Trust
2003. For the fiscal years ended September 30, 1998 for Term Trust 2000 and
Term Trust 2002 and March 31, 1998 for Term Trust 2003, the Trusts accrued to
MSDW Services, pursuant to a Management Agreement, total compensation of
$1,665,585, $1,672,801 and $3,630,668, respectively.
The Principal Executive Officer and Directors of MSDW Advisors are
Mitchell M. Merin, President and Chief Executive Officer, Ronald E. Robison,
Executive Vice President and Chief Administrative Officer and Barry Fink,
Senior Vice President, Secretary and General Counsel. The principal occupations
of Messrs. Merin, Robison and Fink are described in the preceding paragraph
under the section "Election of Trustees." The business address of the Executive
Officer and other Directors is Two World Trade Center, New York, New York
10048.
MSDW Advisors and MSDW Services serve in various investment management,
advisory, management and administrative capacities to investment companies and
pension plans and other institutional and individual investors.
MSDW has its offices at 1585 Broadway, New York, New York 10036. There are
various lawsuits pending against MSDW involving material amounts which, in the
opinion of its management, will be resolved with no material effect on the
consolidated financial position of the Company.
During the fiscal years ended September 30, 1998 for Term Trust 2000 and
Term Trust 2002 and March 31, 1998 for Term Trust 2003, the Trusts accrued to
MSDW Trust, the Trust's Transfer Agent and an affiliate of the Manager,
transfer agency fees of $173,946, $141,987 and $315,769, respectively.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meetings, the
persons named as proxies may propose one or more adjournments of the Meeting
for a total of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of each respective Trust'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 have been received by the date of
the Meetings.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares held
in street name for which the broker indicates that instructions have not been
received from the beneficial owners or other persons entitled to vote and for
which the broker does not have discretionary voting authority.
11
<PAGE>
Four purported class action lawsuits with respect to the Trusts have been
filed in the Superior Court for the State of California, County of Orange,
against some of the Trustees and officers of Term Trust 2000, Term Trust 2002
and Term Trust 2003, as well as one of the underwriters, the lead
representative of the underwriters, the Adviser, the Manager and other
defendants -- but not against the Trusts -- by certain shareholders of the
Trusts and other trusts for which the defendants act in similar capacities.
These plaintiffs generally allege violations of state statutory and common law
in connection with the marketing of the Trusts to customers of one of the
underwriters. Damages, including punitive damages, are sought in an unspecified
amount. On or about October 20, 1995, the plaintiffs filed an amended complaint
consolidating these four actions. The defendants filed answers and affirmative
defenses to the consolidated amended complaint. The defendants' answers deny
all of the material allegations of the plaintiffs' complaint. In 1996, the
plaintiffs voluntarily dismissed, without prejudice, their claims against two
defendants who were independent Trustees of the Trusts. In March 1997, all of
the remaining defendants in the litigation filed motions for judgment on the
pleadings, seeking dismissal of all of the claims asserted against them. The
defendants' motions were fully briefed by all parties and were the subject of a
hearing before the Court on April 18, 1997. In July, 1997, the Court denied the
motion for judgment on the pleadings. In August, 1997, plaintiffs filed a
motion for class certification. In their motion, the plaintiffs requested
certification of a "nationwide" class of Term Trust purchasers. On June 1,
1998, the Court granted in part and denied in part the plaintiff's motion for
class certification. The Court ruled that plaintiff's motion was "granted as to
[a California] statewide class," but was "denied as to a nationwide class." On
October 13, 1998, three separate court actions were filed in Florida, New
Jersey and New York.
Certain of the defendants in these suits have asserted their right to
indemnification from the Trusts.
The ultimate outcome of these matters is not presently determinable, and
no provision has been made in each the Trust's financial statements for the
effect, if any, of such matters.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders of each respective Trust must be received, as set forth
in each Trust's previous proxy statement, no later than July 9, 1999 for Term
Trust 2000 and Term Trust 2002 and by no later than April 29, 1999 for Term
Trust 2003, for inclusion in the proxy statement and proxy for each respective
Trust's next Annual Meeting. The mere submission of a proposal does not
guarantee its inclusion in the proxy materials or its presentation at the
meeting. Certain rules under the federal securities laws must be met.
REPORTS TO SHAREHOLDERS
EACH TRUST'S MOST RECENT ANNUAL REPORT AND, WITH RESPECT TO TERM TRUST
2003, ITS MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT,
PREVIOUSLY HAVE BEEN SENT 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, MDSW Advisors, DWR, MSDW Services, The TCW Group, Inc. and its
affiliates, and certain of the respective Directors, Officers, and employees of
each, including persons who are Trustees or Officers of the Trusts, may be
deemed to have an interest in the Proposal described in this Proxy Statement to
the extent that certain of such companies and their affiliates have contractual
and other arrangements, described elsewhere in this Proxy Statement, pursuant
to which they are paid fees by the Trusts, and certain of those individuals are
12
<PAGE>
compensated for performing services relating to the Trusts and may also own
shares of MSDW and The TCW Group, Inc. Such companies and persons may thus be
deemed to derive benefits from the approvals by Shareholders of such Proposal.
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meetings. However, if any matters not now known properly come before the
Meetings, it is intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment on
such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
13
<PAGE>
TCW/DW TERM TRUST 2000
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 Term Trust 2000 on June 8, 1999, at 3:00 p.m., New York City time, and
at any adjournment thereof, on the proposals set forth in the Notice of Meeting
dated March , 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES FOR TRUSTEE 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>
- --------------------------------------------------------------------------------
12-DIGIT CONTROL NO.
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
PLEASE MARK VOTES AS
[X] IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
FOR AGAINST EXCEPT
1. Election of eight (8) Trustees: [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, Wayne E. Hedien, Manuel
H. Johnson, Michael E. Nugent, Philip J. Purcell, 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.
Date
-----------------------------------
Please make sure to sign and date this Proxy using
black or blue ink.
--------------------------------------------------
--------------------------------------------------
Shareholder sign in the box above
--------------------------------------------------
--------------------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| | PLEASE DETACH AT PERFORATION | |
TCW/DW TERM TRUST 2000
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
TCW/DW TERM TRUST 2002
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 Term Trust 2002 on June 8, 1999, at 3:00 p.m., New York City time, and
at any adjournment thereof, on the proposals set forth in the Notice of Meeting
dated March , 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES FOR TRUSTEE 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>
- --------------------------------------------------------------------------------
12-DIGIT CONTROL NO.
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
PLEASE MARK VOTES AS
[X] IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
FOR AGAINST EXCEPT
1. Election of eight (8) Trustees: [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, Wayne E. Hedien, Manuel
H. Johnson, Michael E. Nugent, Philip J. Purcell, 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.
Date
-----------------------------------
Please make sure to sign and date this Proxy using
black or blue ink.
--------------------------------------------------
--------------------------------------------------
Shareholder sign in the box above
--------------------------------------------------
--------------------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| | PLEASE DETACH AT PERFORATION | |
TCW/DW TERM TRUST 2002
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
TCW/DW TERM TRUST 2003
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 Term Trust 2003 on June 8, 1999, at 3:00 p.m., New York City time, and
at any adjournment thereof, on the proposals set forth in the Notice of Meeting
dated March , 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE NOMINEES FOR TRUSTEE 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>
- --------------------------------------------------------------------------------
12-DIGIT CONTROL NO.
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
PLEASE MARK VOTES AS
[X] IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR ALL
FOR AGAINST EXCEPT
1. Election of eight (8) Trustees: [ ] [ ] [ ]
Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, Wayne E. Hedien, Manuel
H. Johnson, Michael E. Nugent, Philip J. Purcell, 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.
Date
-----------------------------------
Please make sure to sign and date this Proxy using
black or blue ink.
--------------------------------------------------
--------------------------------------------------
Shareholder sign in the box above
--------------------------------------------------
--------------------------------------------------
Co-Owner (if any) sign in the box above
- --------------------------------------------------------------------------------
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| | PLEASE DETACH AT PERFORATION | |
TCW/DW TERM TRUST 2003
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER FUNDS
- -------------------------------------------------------------------------------
OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK
You can now vote your proxy in a matter of minutes with the ease and
convenience of the Internet or the telephone. You may still vote by mail.
But remember, if you are voting by Internet or telephone, do not mail the
proxy.
TO VOTE BY INTERNET:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Proxy Voting" link on www.msdwt.com or to website
www.proxyvote.com.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.
TO VOTE BY TELEPHONE:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.
Your Proxy Vote is Important!
Thank You for Submitting Your Proxy.
- -------------------------------------------------------------------------------
