<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 Term Trust 2002
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
LouAnne 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>
TCW/DW TERM TRUST 2002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 21, 1999
The Annual Meeting of Shareholders of TCW/DW TERM TRUST 2002 (the
"Trust"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in the Career Development Room,
Sixty-First Floor, Two World Trade Center, New York, New York 10048, on
December 21, 1999, at 9:00 a.m., New York City time, for the following
purposes:
1. To elect two (2) Trustees to serve a three year term or until their
successors shall have been elected and qualified;
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
the Trust's independent accountants for the fiscal year ending September
30, 2000;
3. Shareholder proposal to amend the Trust's Declaration of Trust to
require each Trustee, within thirty days of election, to become a
shareholder of the Trust (Note: The Trustees unanimously recommend a vote
AGAINST this proposal); and
4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on October 20, 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 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 to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the 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
October 27, 1999
New York, New York
- --------------------------------------------------------------------------------
IMPORTANT
YOU CAN HELP THE TRUST 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 2002
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 21, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of TCW/DW TERM TRUST 2002
(the "Trust"), for use at the Annual Meeting of Shareholders of the Trust to be
held on December 21, 1999, (the "Meeting"), and at any adjournments thereof.
If the enclosed form of proxy 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 thereon.
Unmarked proxies will be voted for each of the nominees for election as Trustee
and in favor of Proposal 2 and against Proposal 3. 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 Trust, execution and delivery of a later
dated proxy to the Secretary of the Trust (whether by mail or, as described
below, by touchtone telephone or the Internet) (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.
Holders of shares of the Trust ("Shareholders") as of the close of
business on October 20, 1999, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting, are entitled to
one vote for each share held and a fractional vote for a fractional share. On
October 20, 1999 there were 39,429,740 shares of beneficial interest of the
Trust outstanding, all with $0.01 par value. No person was known to own as much
as 5% of the outstanding shares of the Trust on that date. The percentage
ownership of shares of the Trust changes from time to time depending on
purchases and sales by Shareholders and the total number of shares outstanding.
The first mailing of this Proxy Statement is expected to be made on or about
October 29, 1999.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by the Trust. The solicitation of
proxies will be by mail, which may be supplemented by solicitation by mail,
telephone or otherwise through Trustees, officers of the Trust, 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, the 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 the 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 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
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<PAGE>
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 any Proposal other than to refer to
the recommendations of the Board. The Trust has 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 Shareholders' telephone
numbers, which would be borne by the Trust.
(1) ELECTION OF TRUSTEES
The number of Trustees has currently been fixed by the Trustees, pursuant
to the Trust's Declaration of Trust, at eight. There are currently eight
Trustees, two of whom (Michael Bozic and Charles A. Fiumefreddo) are standing
for election at this Meeting to serve a three year term in accordance with the
Trust's Declaration of Trust.
Six of the current eight Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). The nominees for election as Trustees of the Trust
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.
All of the Trustees have been elected previously by the Shareholders of the
Trust.
The nominees of the Board of Trustees 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 and Charles A. Fiumefreddo. Should any of the nominees become
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 Board may recommend. All of the nominees have consented to being named in
this Proxy Statement and to serve if elected. The Trust knows of no reason why
said nominees would be unable or unwilling to accept nomination or election.
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 the 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 Trustees previously determined that 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 Board of Trustees, or any adjournment thereof. As a
consequence of this method of election, the replacement
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<PAGE>
of a majority of the Board could be delayed for up to two years. In accordance
with the above, the Class I Trustees are standing for election and will serve a
three year term or until their successors shall have been elected and
qualified.
The following information regarding each of the nominees for election as
Trustee and each of the other members of the Board includes his principal
occupations and employment for at least the last five years, his age, shares of
the Trust owned, if any, as of October 20, 1999 (shown in parentheses),
positions with the Trust, and directorships (or trusteeships) in other
companies which file periodic reports with the Securities and Exchange
Commission, including the 3 investment companies, TCW/DW Term Trust 2000,
TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003, 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 Term Trusts"), and the 92
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 this Meeting are:
MICHAEL BOZIC, Trustee since June 1999; age 58; Vice Chairman of Kmart
Corporation (since December 1998); Director or Trustee of the Morgan Stanley
Dean Witter Funds, Discover Brokerage Index Series and the TCW/DW Term Trusts;
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*, Trustee since June 1993; age 66; Chairman,
Director or Trustee and Chief Executive Officer of the Morgan Stanley Dean
Witter Funds, Discover Brokerage Index Series and the TCW/DW Term Trusts;
formerly Chairman, Chief Executive Officer and Director of MSDW Advisors, MSDW
Services and Morgan Stanley Dean Witter Distributors Inc. ("MSDW
Distributors"), Executive Vice President of DWR, Chairman and Director of MSDW
Trust and Director and/or officer of various Morgan Stanley Dean Witter & Co.
("MSDW") subsidiaries (until June 1998).
The Trustees who are not standing for reelection at this Meeting are:
EDWIN J. GARN, Trustee since June 1999; age 67; Director or Trustee of the
Morgan Stanley Dean Witter Funds, Discover Brokerage Index Series and the
TCW/DW Term Trusts; 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 (chemical company); Director
of Franklin Covey (time management systems), BMW Bank of North America, Inc.
(industrial loan corporation), 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 since June 1999; age 65; Retired; Director or
Trustee of the Morgan Stanley Dean Witter Funds, Discover Brokerage Index
Series and the TCW/DW Term Trusts; 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.
4
<PAGE>
DR. MANUEL H. JOHNSON, Trustee since September 1992; 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; Chairman of the Audit Committee and Director or Trustee of the
Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover Brokerage
Index Series; Director of 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, Trustee since September 1992; age 63; General Partner,
Triumph Capital, L.P.; Chairman of the Insurance Committee and Director or
Trustee of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and
Discover Brokerage Index Series; formerly Vice President, Bankers Trust Company
and BT Capital Corporation (1984-1988); Director of various business
organizations.
PHILIP J. PURCELL*, Trustee since June 1999; age 56; Chairman of the Board
of Directors and Chief Executive Officer of MSDW, DWR and Novus Credit Services
Inc.; Director of MSDW Distributors; Director or Trustee of the Morgan Stanley
Dean Witter Funds, Discover Brokerage Index Series and the TCW/DW Term Trusts;
Director and/or officer of various MSDW subsidiaries.
JOHN L. SCHROEDER, Trustee since April 1995; age 69; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Dean
Witter Funds, the TCW/DW Term Trusts and Discover Brokerage Index Series;
Director of Citizens Utilities Company (telecommunications, gas, electric and
water 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: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; 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,
Natasha Kassian, Lou Anne D. McInnis, Carsten Otto, Ruth Rossi and Todd Lebo,
serve as Assistant Secretaries.
Mr. Merin is 46 years old and is currently President and Chief Operating
Officer of Asset Management of MSDW (since December 1998), President, Director
(since April, 1997) and Chief Executive Officer (since June 1998) of MSDW
Advisors and MSDW Services, Chairman, Chief Executive Officer and Director of
the MSDW Distributors (since June 1998), Chairman and Chief Executive Officer
(since June, 1998) and Director (since January 1998) of MSDW Trust, President
of the Morgan Stanley Dean Witter Funds, the TCW/DW Term Trusts and Discover
Brokerage Index Series (since May 1999), and Director of various other MSDW
subsidiaries. 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), Assistant Secretary and Assistant General Counsel (since February
1997) of MSDW Distributors. He was previously First Vice President, Assistant
Secretary and Assistant General Counsel of MSDW Advisors. 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) 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 45 years old and is
currently Senior Vice President of MSDW Advisors, MSDW Services, MSDW
- ----------
* Messrs. Fiumefreddo and Purcell may be deemed "interested persons" of the
Trust as defined in Section 2(a)(19) of the 1940 Act, due to their affiliation
with the Manager and/or its affiliated companies.
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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 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. Mr. Barach is 47 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 40 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 41 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
The Board of Trustees consists of eight (8) trustees. These same
individuals also serve as trustees for the other two TCW/DW Term Trusts. As of
September 30, 1999, the TCW/DW Term Trusts had total net assets of
approximately $1.7 billion and approximately 35,000 shareholders.
Six Trustees (75% of the total number) 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.
Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The TCW/DW Term Trusts 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 TCW/DW Term Trusts' Boards, such individuals may reject other
attractive assignments because the TCW/DW Term Trusts make substantial demands
on their time.
All of the Independent Trustees serve as members of the Audit Committee.
In addition, three of them also serve as members of the Derivatives Committee
and the Insurance Committee. During the calendar year ended December 31, 1998,
the Audit Committee, the Derivatives Committee, the Insurance Committee and the
Independent Trustees held a combined total of twelve meetings. The Trust does
not have any nominating or compensation committees.
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 the TCW/DW Term Trusts 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; reviewing the adequacy of the Trust's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board.
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The Board of each TCW/DW Term Trust has formed a Derivatives Committee to
approve parameters for and monitor the activities of each TCW/DW Term Trust
with respect to derivative investments, if any, made by each TCW/DW Term Trust.
Finally, the Board of each TCW/DW Term Trust has formed an Insurance
Committee to review and monitor the insurance coverage maintained by each
TCW/DW Term Trust.
For the fiscal year ended September 30, 1999, the Board of Trustees of the
Trust held 6 meetings, and the Audit Committee, the Independent Trustees, the
Derivatives Committee and the Insurance Committee of the Trust held 3, 5, 3 and
1 meeting(s), respectively. No Trustee attended fewer than 75% of the meetings
of the Board of Trustees, the Audit Committee, the Independent Trustees, the
Derivatives Committee or the Insurance Committee held while he served in such
positions.
ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL TCW/DW
FUNDS
The Independent Trustees and the TCW/DW Term Trusts' management believe
that having the same Independent Trustees for each of the TCW/DW Term Trusts
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the TCW/DW Term
Trusts. They believe that having the same individuals serve as Independent
Trustees of all the TCW/DW Term Trusts tends to increase their knowledge and
expertise regarding matters which affect the TCW/DW Term Trusts generally and
enhances their ability to negotiate on behalf of each TCW/DW Term Trust with
the TCW/DW Term Trust'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 TCW/DW Term Trusts and
avoids the cost and confusion that would likely ensue. Finally, having the same
Independent Trustees serve on all TCW/DW Term Trust Boards enhances the ability
of each TCW/DW Term Trust to obtain, at modest cost to each separate TCW/DW
Term Trust, the services of Independent Trustees of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
TCW/DW Term Trusts.
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 TCW/DW
Term Trusts, the Morgan Stanley Dean Witter Funds or Discover Brokerage Index
Series on whose boards the Trustee serves. In addition, the policy contemplates
that the Trustees will, over time, increase their aggregate investment in these
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 September 30, 1999, the total value of the
investments by the Trustees and/or their spouses in shares of the
aforementioned funds was approximately $43.4 million.
As of October 20, 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 Trust pays 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 of Trustees attended by the Trustee (the
Trust pays the Chairman of the Audit Committee an additional annual fee of $750
and pays the
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Chairmen of the Derivatives and Insurance Committees additional annual fees of
$500). Prior to June 28, 1999, the annual fee was $2,800 and the per meeting
fee was $200. 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 Trust. The Trust also reimburses such Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees and officers of the Trust 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 Trust for their
services as Trustee. The Trustees of the TCW/DW Term Trusts do not have
retirement or deferred compensation plans.
The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended September 30, 1999.
Messrs. Bozic, Garn and Hedien became Trustees of the Trust on June 28, 1999.
TRUST COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- ------------------------------- ---------------
<S> <C>
Michael Bozic ................. $600
Edwin J. Garn ................. 600
Wayne E. Hedien ............... 600
Dr. Manuel H. Johnson ......... 975
Michael E. Nugent ............. 850
John L. Schroeder ............. 850
</TABLE>
The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1998 for services
to the 3 TCW/DW Term Trusts.
CASH COMPENSATION FROM TCW/DW TERM TRUSTS
<TABLE>
<CAPTION>
TOTAL
CASH COMPENSATION
FOR SERVICES TO
NAME OF INDEPENDENT TRUSTEE 3 TCW/DW TERM TRUSTS
- ------------------------------- ---------------------
<S> <C>
Dr. Manuel H. Johnson ......... $3,725
Michael E. Nugent ............. 3,683
John L. Schroeder ............. 3,683
</TABLE>
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.
INVESTMENT ADVISER
TCW Funds Management, Inc. (the "Investment Adviser") is the Trust's
investment adviser. 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 September 30, 1999, the Investment Adviser and its
affiliates had approximately $57 billion under management or committed to
management. The Investment Adviser is headquartered at 865 South Figueroa
Street, Suite 1800, Los Angeles, California 90017.
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The Principal Executive Officers and Directors of the Investment Adviser,
and their principal occupations, are:
Marc I. Stern, Chairman, Thomas E. Larkin, Jr., Vice Chairman and Alvin R.
Albe, Jr., 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.
Mr. Albe is an Executive Vice President of The TCW Group, Inc. Mr. Stern is
currently Chairman and Director of the Investment Adviser, President and
Director of The TCW Group, Inc. and Executive Vice President and Director of
Trust Company of the West. Mr. Larkin is currently Vice Chairman and Director
of the Investment Adviser, Executive Vice President of The TCW Group, Inc. and
President and Director of Trust Company of the West.
The business address of the foregoing Directors and Executive Officers is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
MANAGER
Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services") is the
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.
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 above 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.
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees have unanimously selected the firm of PricewaterhouseCoopers
LLP as the Trust's independent accountants for the fiscal year ending September
30, 2000. PricewaterhouseCoopers LLP has been the independent accountants for
the Trust since its inception, and has no direct or indirect financial interest
in the Trust.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the Annual Meeting of Shareholders and will be available to respond to
appropriate questions of Shareholders.
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The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of PricewaterhouseCoopers LLP as the independent
accountants for the Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE
TRUST.
(3) SHAREHOLDER PROPOSAL TO AMEND THE DECLARATION OF TRUST OF TCW/DW TERM
TRUST 2002 TO REQUIRE THAT EACH TRUSTEE, WITHIN THIRTY DAYS OF ELECTION,
BECOME A SHAREHOLDER OF THE TRUST
The Trust has been informed by Edwin S. Mullett, 1420 Fern Court, Vero
Beach, Florida 32963-4009, a shareholder of record who owned approximately
2,541.9 shares at October 20, 1999 (the "Proponent"), that he intends to submit
the following proposal at the Meeting:
RESOLVED, that the Declaration of Trust be amended to require that each
Trustee, within thirty days of election, become a shareholder of the Trust.
The Proponent has requested that the following statement be included
in support of his proposal:
Surely the Trustees could better understand and represent our
interests if they were shareholders themselves. You would think they would
want to share the risks and rewards of our investment. Yet not one of our
Trustees owns a single share of our Trust. In fact, no Trustee has EVER
been a shareholder of our Trust. You can read below a lengthy litany of
excuses seeking to convince you that we are somehow better off because the
Trustees WILL NOT invest in our Trust. Let's look at their excuses: I call
them the THREE LITTLE FIGS.
Fig Leaf #1--"The Trustees have adopted a policy" which requires "each
Trustee . . . to invest at least $25,000 in any of the Funds." But they
refuse to invest even $10 in our Trust. And, believe-it-or-not, the
Trustees can meet their requirement with a money market fund! This is the
scantiest of the fig leaves.
Fig Leaf #2--"The Trust's objectives and policies may not be
appropriate for a Trustee." I guess this means that what's good for us
isn't good for them. Aw, come on guys--you can meet our proposed
requirement by investing less than $10.
Fig Leaf #3--"Any policy which requires the Trustees to own shares of
a specific Fund . . . could logically be extended to all Funds." This
excuse is nothing but a smokescreen since my proposal applies only to
TCW/DW Term Trust 2002 and has no application to any other company. Will
logic oblige the Trustees to invest in all the Funds if my proposal passes?
They refuse to answer: Impaled on a fig leaf?
The Trustees complain about the proxy costs imposed on the Trust by my
proposal. They don't tell you that I have offered to GIVE shares to each
Trustee and withdraw my proposal. Through their attorney they declined my
offer.
The Trustees ballyhoo their Share Ownership Policy. They don't tell
you that before my proposal they had NO share ownership requirement.
The Trustees argue that my proposal and other similar proposals have
not succeeded. They don't tell you that on several occasions these
proposals have been approved by an overwhelming majority of those voting.
In fact, the shareholders of our Trust once voted over 8 to 1 to approve my
proposal! It failed to pass only because it narrowly missed quorum (by 6%).
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The attorney for the Trustees has suggested that I should withdraw my
proposal since "there can no longer be any reasonable expectation" that it
will pass. Of course, neither he nor any of the Trustees can vote since
they aren't shareholders. But you are -- and together perhaps we will prove
him wrong.
I urge you to vote for my proposal and encourage the Trustees to join
us as stockholders.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The same proposal by Mr. Mullett has been made to the Shareholders of this
Trust, to the Shareholders of the other TCW/DW Term Trusts by either Mr.
Mullett, or by Mr. Mullet and his wife, Carol W. Mullett, jointly, as well as
to the Shareholders of other Trusts in the Morgan Stanley Dean Witter complex
of Mutual Funds by either Mrs. Mullett, or by Mr. Mullett and Mrs. Mullett
jointly, a total of 24 times. Each time the Trustees determined to oppose the
proposal, as in their view it was not in the best interests of the Shareholders
of the Trusts. The Trustees continue to adhere to this view.
The Trustees have already adopted a share ownership proposal, which is
consistent with the recommendations made by the Investment Company Institute
Advisory Group on Best Practices for Fund Directors.
Under the share ownership policy, the Trustees have invested over $43
million in the Morgan Stanley Dean Witter complex of Funds, and each of the
Trustees is in full compliance with the Morgan Stanley Dean Witter Funds' share
ownership policy without considering any investments in money market funds.
Mr. Mullett ridicules the Trust share ownership policy, but fails to
explain how the investment of approximately $10.00 in this Trust would achieve
the benefits he claims this proposal will achieve for shareholders. Nor does he
tell you about the additional proxy costs imposed upon the Trust and upon you,
the shareholders, whose interests he purports to represent, each time his
proposal is submitted to shareholders.
He also does not tell you that he or Mrs. Mullet, or both of them, have
made the same proposal in proxies of this Trust, other TCW/DW Term Trusts and
other Trusts in the Morgan Stanley Dean Witter complex a total of 24 times.
None of these proposals has been successful.
The Trustees once again urge you to defeat this proposal. Why this
proposal is in anyone's interest, especially given the share ownership policy
currently in effect, defies logic. The reasons for the Trustees decision are
reiterated below.
THE SHARE OWNERSHIP POLICY
Each Trustee and/or his spouse is required to invest at least $25,000 in
any of the funds in the Morgan Stanley Dean Witter complex, including this
Trust, on whose Board the Trustee serves.
In addition, the policy contemplates that the Trustees will over time
increase their aggregate investment in funds above the $25,000 minimum
requirement. The Trustees may allocate their investments among specific funds
in any amount that they determine is appropriate based on their individual
investment objectives, the same right held by each individual shareholder.
As of the date of this proxy statement, each Trustee is in compliance with
the policy. As of September 30, 1999, the total value of shares of Morgan
Stanley Dean Witter Funds owned by the Trustees and/or their spouses was
approximately $43.4 million. This policy is precisely in line with the
recommendations of the Advisory Group on Best Practices for Fund Directors
described below.
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REASONS FOR OPPOSING THE SHAREHOLDER PROPOSAL
The share ownership policy requires the Trustees to make a significant
investment in the Funds in the Morgan Stanley Dean Witter complex, which
includes the Trust, while allowing the Trustees to select the specific Funds
that meet their own individual investment needs. As stated in the three
previous years' proxy statements, the Trustees believe it is not necessary to
own shares of any particular Trust to act in the best interests of shareholders
and that they can carry out their duties and functions diligently and
effectively with or without owning shares of the Trust. In addition, because
the Trust's objectives and policies may not be appropriate for a Trustee's
individual financial circumstances, the Trust could be inhibited in its ability
to attract Trustees if the available pool is limited to those whose personal
financial needs are met by the Trust's objectives and policies.
On June 24, 1999, the Investment Company Institute (the national
association of the American investment company industry) publicly released the
recommendations of the Report of the Advisory Group on Best Practices for Fund
Directors. One of those recommendations is that "investment company boards
adopt a policy that requires fund directors to invest in one or more of the
funds [in a complex] on whose boards they serve." This is precisely what the
Trustees have had in effect for the past several years. The objectives of the
recommended policy are to enable directors to better serve the interests of
fund shareholders (i) since share ownership helps align the interests of
directors with those of shareholders in a complex, and (ii) the directors
should better understand the quality of shareholder services provided by the
fund group if they experience those services first hand. The Advisory Group
decided not to recommend a policy requiring directors to invest in every fund
on whose board they serve since that could result "in de minimis investments in
each fund [in the complex] and would not be likely to serve the [foregoing]
objectives to any greater extent than requiring ownership of shares of some of
the funds." Currently, there are approximately 127 investment portfolios in the
Morgan Stanley Dean Witter Fund complex.
The Trustees continue to believe that any policy requiring the Trustees to
own shares of a specific Fund for which they serve as Trustees, without regard
to their own respective investment objectives, could logically be extended to
all the Funds in the Morgan Stanley Dean Witter complex. The Trustees believe
that such a complex-wide share ownership requirement would be impractical and
undesirable because it could make it more difficult to maintain the same board
of directors for all the Funds given the large number of Funds in the complex.
The Advisory Group specifically recommended that all fund complexes with any
substantial number of funds generally adopt either a unitary or cluster board
structure. The Trustees believe that having the same Trustees for each of the
Morgan Stanley Dean Witter Funds is in the best interests of all the Funds'
shareholders for several reasons. First, a common board enhances the ability of
each Fund to obtain, at modest cost to each separate Fund, the services of high
caliber Trustees. Separate boards for individual Morgan Stanley Dean Witter
Funds would result in operational inefficiencies and increased costs to you,
the shareholders. In addition, having a common board avoids the duplication of
effort that would arise from having different groups of individuals serving as
Trustees for each of the Funds and avoids the cost and confusion that may arise
from different conclusions being reached by different boards on the same
operations and management issues. Finally, serving as Trustees of all Funds
tends to increase a Trustee's knowledge and expertise regarding matters which
affect all the Funds in the complex and enhances the ability to negotiate on
behalf of each Fund with the Fund's service providers.
For the reasons stated above and in light of the fact that they have
adopted the share ownership policy described above, the Trustees unanimously
recommend that shareholders vote AGAINST the shareholder proposal.
The affirmative vote of the holders of a majority of the shares
outstanding and entitled to vote at the Meeting is required for the approval of
the shareholder proposal.
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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 Meeting, 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 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.
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.
Four purported class action lawsuits have been filed in the Superior Court
for the State of California, County of Orange, against some of the Trust's
Trustees and officers, one of its underwriters, the lead representative of its
underwriters, the Adviser, the Manager and other defendants -- but not against
the Trust -- by certain shareholders of the Trust 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 Trust 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 class actions alleging similar claims on
behalf of the residents of the states of Florida, New Jersey and New York were
filed in the state courts of those states. The defendants removed the Florida
action to federal court and the plaintiffs' motion to remand the action to
state court was denied. Motions to dismiss were filed by the defendants in the
Florida action on August 30, 1999, in the New Jersey action on July 26, 1999
and in the New York action on September 10, 1999. The New Jersey motion was
denied by the court on September 27, 1999 and the defendants have filed a
motion to vacate. The motions to dismiss in Florida and New York are pending.
Certain of the defendants in these suits have asserted their right to
indemnification from the Trust.
The ultimate outcome of these matters is not presently determinable, and
no provision has been made in 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 must be received no later than July 5, 2000 for
inclusion in the proxy statement and proxy for that 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.
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REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT AND ITS MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING THE ANNUAL REPORT PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS
AND ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM NINA WESSEL 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 Trust, may be
deemed to have an interest in certain of the proposals 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 Trust, and certain of
those individuals are compensated for performing services relating to the Trust
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 proposals.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following persons are "reporting persons" under Section 16 of the
Securities Exchange Act of 1934 and had not previously filed an "Initial
Statement of Beneficial Ownership of Securities" on Form 3: Mitchell M. Merin,
Ronald E. Robison, Joseph J. McAlinden, Michael Bozic, Edwin J. Garn, Philip J.
Purcell, John L. Schroeder, Wayne E. Hedien and Barry Fink. None of the above
reporting persons has ever held any shares of the Trust.
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, 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
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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 Annual Meeting of Shareholders of
TCW/DW Term Trust 2002 on December 21, 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 October 27, 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 NOMINEES FOR TRUSTEE AND FOR PROPOSAL 2 AND AGAINST PROPOSAL 3
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>
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PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
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 ALL
FOR WITHHOLD EXCEPT
1. Election of two (2) Trustees [ ] [ ] [ ]
01. Michael Bozic 02. Charles A. Fiumefreddo
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.
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent accountants.
FOR AGAINST ABSTAIN
3. Shareholder proposal [ ] [ ] [ ]
(NOTE: THE TRUSTEES RECOMMEND
A VOTE AGAINST THIS PROPOSAL)
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 FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
TCW/DW TERM TRUST 2002
- --------------------------------------------------------------------------------
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.
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PRX 117
