TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST, DEF 14A, 1996-05-16

TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
DEF 14A, 1996-05-16

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Registration File No. 33-73386

Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12

TCW/DW Emerging Markets Opportunities Trust . . . . . . . . .
(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):

[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3)
[ ] 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:

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4) Proposed maximum aggregate value of transaction:

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Set forth the amount on which the filing fee is calculated and state
how it was determined.

[ ] 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.

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2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

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<PAGE>

TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1996

The Annual Meeting of Shareholders of TCW/DW EMERGING MARKETS
OPPORTUNITIES TRUST (the "Trust"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, will be held in the
Conference Center, Forty-fourth Floor, 2 World Trade Center, New York, New
York 10048, on June 27, 1996 at 10:00 a.m., New York City time, for the
following purposes:

1. To elect four (4) Trustees to serve until the 1999 Annual Meeting
or, in each case, until their successors shall have been elected and
qualified;

2. To approve or disapprove the continuance of the currently
effective Investment Advisory Agreement between the Trust and TCW Funds
Management, Inc.;

3. To approve or disapprove a new proposed Sub-Advisory Agreement
between TCW Funds Management, Inc. and TCW London International, Inc.;

4. To approve or disapprove a new proposed Sub-Advisory Agreement
between TCW Funds Management, Inc. and TCW Asia Limited;

5. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending January 31,
1997; and

6. 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 April 17, 1996 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 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 they are entitled to vote in
favor of Proposal 2 and will vote against any such adjournment those proxies
required to be voted against that proposal.

SHELDON CURTIS,
Secretary

May 1, 1996
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.
- -------------------------------------------------------------------------------

<PAGE>

TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1996

This statement is furnished in connection with the solicitation of proxies
by the Trustees of TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST (the "Trust")
for use at the Annual Meeting of Shareholders of the Trust to be held on June
27, 1996, 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 Proposals 2, 3, 4 and 5 as set forth in the Notice of
Annual Meeting of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation, execution
and delivery of a later dated proxy to the Secretary of the Trust, or
attendance and voting at the Annual Meeting of Shareholders.

Shareholders as of the close of business on April 17, 1996, 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 April 17, 1996 there were 20,900,233 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 Trustees and Officers of the Trust, together, owned less
than 1% of the Trust's outstanding shares 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 cost of soliciting proxies for this Annual Meeting of Shareholders,
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
and regular employees of the Trust, Dean Witter Services Company Inc. ("DWSC"
or the "Manager") or its parent company, Dean Witter InterCapital Inc.
("InterCapital"), without special compensation therefor. The first mailing of
this proxy statement is expected to be made on or about May 1, 1996.

(1) ELECTION OF TRUSTEES

The number of Trustees has been currently fixed by the Trustees, pursuant
to the Trust's Declaration of Trust, at ten. There are currently ten
Trustees, four of whom (John R. Haire, Manuel H. Johnson, John L. Schroeder
and Marc I. Stern) are standing for election at this Meeting to serve until
the 1999 Annual Meeting in accordance with the Trust's Declaration of Trust.

Six of the current ten Trustees (John C. Argue, John R. Haire, Manuel H.
Johnson, Paul Kolton, 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 "Act"). Mr. Paul

<PAGE>

Kolton, whose term expires at the 1997 Annual Meeting, will retire as a
Trustee on July 1, 1996. The Trustees have determined that the number of
Trustees of the Trust is to be fixed at nine, effective on the date of Mr.
Kolton's retirement. 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 by the Shareholders of the Trust.

The nominees of the Board of Trustees for election as Trustees 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:
John R. Haire, Manuel H. Johnson, John L. Schroeder and Marc I. Stern. 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 of Trustees may recommend. All
of the nominees have consented to being named in this proxy statement and to
serve if elected. The Trust knows no reason why said nominees would be unable
or unwilling to accept nomination or election. Trustees will be elected by a
plurality of the votes cast at the meeting.

Pursuant to the provisions of the Trust's Declaration of Trust, the
nominees for election as 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 has determined that the nominees for election as
Trustee shall be standing for election as Trustee in each of the three
classes of Trustee as follows: Class I--Messrs. Haire, Johnson, Schroeder and
Stern; Class II--Messrs. DeMartini, Kolton and Larkin; and Class III--Messrs.
Argue, Fiumefreddo and Nugent. 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 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 at this Meeting and, if elected,
will serve until the 1999 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 the Trust owned, if any, as of April 17,
1996 (shown in parentheses), positions with the Trust, and directorships (or
trusteeships) in companies which file periodic reports with the Securities
and Exchange Commission, including the 12 investment companies, including the
Trust, for which TCW Funds Management, Inc. serves as investment adviser (the
"Investment Adviser" or the "Adviser") and InterCapital's wholly-owned
subsidiary Dean Witter Services Company Inc. ("DWSC") serves as manager
(referred to herein as the "TCW/DW Funds"), and the 80 investment companies
for which InterCapital serves as investment manager or investment adviser
(referred to herein as the "Dean Witter Funds").

The nominees for Trustee to be elected at the Meeting are:

JOHN R. HAIRE, Trustee since February, 1994; age 71; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education (1978-1989)
and Chairman and Chief Executive Officer of Anchor Corporation, an investment
adviser (1964-1978); Director of Washington National Corporation (insurance).

DR. MANUEL H. JOHNSON, Trustee since February, 1994; age 47; Senior
Partner, Johnson Smick International, Inc., a consulting firm; Koch Professor
of International Economics and Director of the Center for Global Market
Studies at George Mason University (since September, 1990); Co-Chairman and a
founder of

<PAGE>

the Group of Seven Council (G7C), an international economic commission (since
September, 1990); Director or Trustee of the Dean Witter Funds; Trustee of
the TCW/DW Funds; Director of NASDAQ (since June, 1995); Director of
Greenwich Capital Markets, Inc. (broker-dealer); formerly Vice Chairman of
the Board of Governors of the Federal Reserve System (February, 1986-August,
1990) and Assistant Secretary of the U.S. Treasury (1982-1986).

JOHN L. SCHROEDER, Trustee since April 1995; age 65; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of The Home Insurance Company (August, 1991-September,
1995); formerly Chairman and Chief Investment Officer of Axe-Houghton
Management and the Axe-Houghton Funds (April, 1983-June, 1991) and President
of USF&G Financial Services, Inc. (June, 1990-June, 1991).

MARC I. STERN,* Trustee since April, 1995; age 52; Vice President of the
Trust; President, The TCW Group, Inc. (since May 1992); President and
Director of the Adviser (since May, 1992); Chairman and Director of TCW
Galileo Funds, Inc.; Trustee of the TCW/DW Funds; Chairman of TCW Americas
Development, Inc.; Vice Chairman and Director, TCW Asset Management Company;
Executive Vice President and Director, Trust Company of the West (since
November, 1990). Chairman of TCW Asia, Limited (since January, 1993);
Chairman of TCW London International, Limited (since March, 1993); formerly
President of SunAmerica, Inc. (financial services company); Director of
Qualcomm, Incorporated (wireless communications); Director or Trustee of
various not-for-profit organizations.

The Trustees who are not standing for reelection at this Meeting are:

JOHN C. ARGUE, Trustee since February, 1994; age 64; Of Counsel, Argue
Pearson Harbison & Myers (law firm); Director, Avery Dennison Corporation
(manufacturer of self-adhesive products and office supplies) and CalMat
Company (producer of aggregates, asphalt and ready mixed concrete); Director,
Coast Savings Financial Inc. and Coast Federal Bank (a subsidiary of Coast
Savings Financial Inc.); Chairman, Rose Hills Memorial Park (cemetery);
advisory director, LAACO Ltd. (owner and operator of private clubs and real
estate); director or trustee of various business and not-for-profit
corporations; Director, TCW Funds, Inc.; Trustee, University of Southern
California, Occidental College and Pomona College; Trustee of the TCW/DW
Funds.

RICHARD M. DeMARTINI,* Trustee since December, 1993; age 43; President and
Chief Operating Officer of Dean Witter Capital, a division of Dean Witter
Reynolds Inc. ("DWR") (since January, 1989); Executive Vice President of Dean
Witter, Discover & Co. ("DWDC"); Member of the DWDC Management Committee;
Director of Dean Witter Services Company Inc. ("DWSC"), Dean Witter
Distributors Inc. ("Distributors"), Dean Witter Trust Company ("DWTC"), Dean
Witter InterCapital Inc. ("InterCapital") and DWR; Trustee of the TCW/DW
Funds; Member (since January, 1993) and Chairman (since January, 1995) of the
Board of Directors of NASDAQ; formerly President and Chief Operating Officer
of the Consumer Banking Division of DWDC.

CHARLES A. FIUMEFREDDO,* Trustee since December, 1993; age 62; Chairman,
Chief Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the investment companies of which
InterCapital serves as investment manager (or as adviser and administrator)
(the "Dean Witter Funds"); Chairman, Chief Executive Officer and Trustee of
the TCW/DW Funds; Chairman and Director of DWTC; Director and/or officer of
various DWDC subsidiaries; formerly Executive Vice President and Director of
DWDC (until February, 1993).
- ------------
* Messrs. DeMartini, Fiumefreddo, Larkin and Stern may be deemed
"interested persons" of the Trust and/or its Investment Adviser as defined in
Section 2(a)(19) of the Act, due to their affiliation with the Investment
Adviser or Manager and/or their affiliated companies.

<PAGE>

PAUL KOLTON, Trustee since February, 1994; age 72; Director or Trustee of
the Dean Witter Funds; Chairman of the Audit Committee and Chairman of the
Committee of the Independent Trustees and Trustee of the TCW/DW Funds;
formerly Chairman of the Financial Accounting Standards Advisory Council and
Chairman and Chief Executive Officer of the American Stock Exchange; Director
of UCC Investors Holding Inc. (Uniroyal Chemical Company, Inc.); Director or
Trustee of various not-for-profit organizations.

THOMAS E. LARKIN, Jr.,* Trustee since February, 1994; age 56; Executive
Vice President, the TCW Group, Inc.; President and Director of Trust Company
of the West; Vice Chairman and Director of TCW Asset Management Company;
Chairman of the Adviser; Vice Chairman of the Advisory Council for the
College of Business Administration of the University of Notre Dame; Director
of the California Pediatric and Family Medicine Center; President and
Director of TCW Galileo Funds, Inc.; Senior Vice President of TCW Convertible
Securities Fund, Inc.; President and Trustee of the TCW/DW Funds.

MICHAEL E. NUGENT, Trustee since February, 1994; age 59; General Partner,
Triumph Capital, L.P., a private investment partnership (since 1988);
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(1984-1988); Director of various business organizations.

The executive officers of the Trust are: Sheldon Curtis, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; David A.
Hughey, Vice President; Robert S. Giambrone, Vice President; Shaun C.K. Chan,
Vice President; Michael P. Reilly, Vice President; and Thomas F. Caloia,
Treasurer. In addition, Marilyn K. Cranney, Barry Fink, Lou Anne D. McInnis,
Carsten Otto and Ruth Rossi serve as Assistant Secretaries. Mr. Curtis is 64
years old and is currently Senior Vice President, Secretary and General
Counsel of InterCapital and DWSC and Assistant Secretary of DWR; he is also
Senior Vice President, Assistant Secretary and Assistant General Counsel of
Distributors and Senior Vice President and Secretary of DWTC. He has been an
employee of InterCapital or DWR, a broker-dealer affiliate of InterCapital,
for over five years. Mr. Scanlan is 60 years old and is currently President
and Chief Operating Officer of InterCapital (since March, 1993) and DWSC; he
is also Executive Vice President of Distributors and Executive Vice President
and Director of DWTC. He was previously Executive Vice President of
InterCapital (July, 1992-March, 1993) and prior thereto was Chairman of
Harborview Group, Inc. Mr. Hughey is 64 years old and is currently Executive
Vice President and Chief Administrative Officer of InterCapital and DWSC; he
is also Executive Vice President and Chief Administrative Officer of
Distributors and DWTC as well as a Director of DWTC. He was previously
President of DWTC (October, 1989-March, 1993). He has been an employee of
InterCapital or DWR for over five years. Mr. Giambrone is 42 years old and is
currently Senior Vice President with InterCapital, DWSC, Distributors and
DWTC (since August, 1995) and a Director of DWTC (since April, 1995). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. Chan is 33 years old and is
currently a Managing Director of the Adviser, TCW Asset Management Co. and
Trust Company of the West and a Director of TCW Asia Limited. He was
previously a Vice President of Security Pacific Bank (until 1992). Mr. Reilly
is 32 years old and is currently a Senior Vice President of the Adviser, TCW
Asset Management Co. and Trust Company of the West. He was previously the
Regional Strategist and a Director of Wardley Investment Services
(1986-1993). Mr. Caloia is 50 years old and is currently First Vice President
and Assistant Treasurer of InterCapital and DWSC. He has been an employee of
InterCapital or DWR for over five years.

THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES

The Board of Trustees consists of ten (10) trustees. These same
individuals also serve as trustees for all of the TCW/DW Funds. As of the
date of this Proxy Statement, there are a total of 12 TCW/DW Funds. As of
March 31, 1996, the TCW/DW Funds had total net assets of approximately $4.1
billion and approximately a quarter of a million shareholders.

<PAGE>

Six Trustees (60% of the total number) have no affiliation or business
connection with TCW Funds Management, Inc. or Dean Witter Services Company
Inc. or any of their affiliated persons and do not own any stock or other
securities issued by DWDC or TCW, the parent companies of Dean Witter
Services Company Inc. and TCW Funds Management, Inc., respectively. These are
the "disinterested" or "independent" Trustees. The other four Trustees (the
"Management Trustees") are affiliated with either Dean Witter Services
Company Inc. or TCW. Five of the six independent Trustees are also
Independent Trustees of the 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.

All of the Independent Trustees serve as members of the Audit Committee
and the Committee of the Independent Trustees. Four of them also serve as
members of the Derivatives Committee. The Committees hold some meetings at
the offices of the Manager or Adviser and some outside those offices.
Management Trustees or officers do not attend these meetings unless they are
invited for purposes of furnishing information or making a report.

The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements; continually
reviewing Fund 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 Independent Trustees are required to select and nominate
individuals to fill any Independent Trustee vacancy on the Board of any Fund
that has a Rule 12b-1 plan of distribution. Each of the open-end TCW/DW Funds
has such a plan.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund'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 Fund's system of internal controls; and preparing and submitting
Committee meeting minutes to the full Board.

Finally, the Board of each Fund has formed a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect
to derivative investments, if any, made by the Fund.

For the fiscal year ended January 31, 1996, the Board of Trustees of the
Trust held six meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held three,
ten and six meetings, respectively. No Trustee attended fewer than 75% of the
meetings of the Board of Trustees, the Audit Committee or the Derivatives
Committee held while he served in such positions.

John Argue, a Trustee of the Trust, untimely filed with the Securities and
Exchange Commission, pursuant to Section 16 of the Securities Exchange Act of
1934, two Forms 4, each reflecting a single transaction and one Form 5,
reflecting a single transaction.

<PAGE>

DUTIES OF CHAIRMAN OF COMMITTEES

The Chairman of the Committees is responsible for keeping abreast of
regulatory and industry developments and the Funds' operations and
management. He screens and/or prepares written materials and identifies
critical issues for the Independent Trustees to consider, develops agendas
for Committee meetings, determines the type and amount of information that
the Committees will need to form a judgment on various issues, and arranges
to have that information furnished to Committee members. He also arranges for
the services of independent experts and consults with them in advance of
meetings to help refine reports and to focus on critical issues. Members of
the Committees believe that the person who serves as Chairman of all three
Committees and guides their efforts is pivotal to the effective functioning
of the Committees.

The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Adviser and the Manager and other
service providers. In effect, the Chairman of the Committees serves as a
combination of chief executive and support staff of the Independent Trustees.

The Chairman of the Committees is not employed by any other organization
and devotes his time primarily to the services he performs as Committee
Chairman and Independent Trustee of the TCW/DW Funds and as an Independent
Director or Trustee of the Dean Witter Funds. The current Committee Chairman,
Mr. Paul Kolton, has had a combined total of more than 35 years experience in
the securities, financial and investment company industries. He has served as
Chairman and Chief Executive of the American Stock Exchange, Inc. and
Chairman of the Financial Accounting Standards Advisory Council. Mr. Kolton
will retire as a Trustee of each TCW/DW Fund and each Dean Witter Fund on
July 1, 1996. Upon Mr. Kolton's retirement, Mr. John R. Haire, who has had
more than 35 years experience as a senior executive in the investment company
industry, will become Chairman of the Committee of Independent Trustees and
the Audit Committee of the TCW/DW Funds in addition to serving in such
positions for the Dean Witter Funds.

ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL TCW/DW
FUNDS

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the 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, and a Chairman
of their Committees, of the caliber, experience and business acumen of the
individuals who serve as Independent Trustees of the TCW/DW Funds.

COMPENSATION OF INDEPENDENT TRUSTEES

The Trust pays each Independent Trustee an annual fee of $2,650 plus a per
meeting fee of $200 for meetings of the Board of Trustees or committees of
the Board of Trustees attended by the Trustee (the Trust pays the Chairman of
the Audit Committee an annual fee of $1,200 and pays the Chairman of the
Committee of the Independent Trustees an additional annual fee of $2,400, in
each case inclusive of the Committee meeting

<PAGE>

fees). 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. The Trustees of the
TCW/DW Funds 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 January 31, 1996.

TRUST COMPENSATION

<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------
<S> <C>
John C. Argue .............. $6,863
John R. Haire .............. 7,563
Dr. Manuel H. Johnson ..... 7,563
Paul Kolton ................ 8,613(1)
Michael E. Nugent .......... 6,863
John L. Schroeder .......... 5,630
<FN>
- ------------

(1) Of Mr. Kolton's compensation from the Trust, $3,600 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,200). As noted above, Mr. Kolton will
retire on July 1, 1996.

</TABLE>

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1995 for
services to the 11 TCW/DW Funds and, in the case of Messrs. Haire, Johnson,
Kolton, Nugent and Schroeder, the 79 Dean Witter Funds that were in operation
at December 31, 1995, and, in the case of Mr. Argue, TCW Galileo Funds, Inc.
With respect to Messrs. Haire, Johnson, Kolton, Nugent and Schroeder, the
Dean Witter Funds are included solely because of a limited exchange privilege
between various TCW/DW Funds and five Dean Witter Money Market Funds. With
respect to Mr. Argue, TCW Galileo Funds, Inc. is included solely because the
Trust's Adviser, TCW Funds Management, Inc., also serves as Adviser to that
investment company. Mr. Schroeder was elected as a Trustee of each TCW/DW
Fund then in existence on April 20, 1995.

CASH COMPENSATION FROM FUND GROUPS

<TABLE>
<CAPTION>
FOR SERVICE AS TOTAL CASH
FOR SERVICE AS CHAIRMAN OF COMPENSATION FOR
FOR SERVICE AS DIRECTOR OR COMMITTEES OF SERVICES TO 79 DEAN
TRUSTEE AND TRUSTEE AND FOR SERVICE AS INDEPENDENT WITTER FUNDS, 11
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTOR OF DIRECTORS/ TCW/DW FUNDS AND
NAME OF INDEPENDENT OF 11 TCW/DW OF 79 DEAN WITTER TCW GALILEO TRUSTEES AND TCW GALILEO FUNDS,
TRUSTEE FUNDS FUNDS FUNDS, INC. AUDIT COMMITTEES INC.
- -------------------------- ---------------- ----------------- -------------- ---------------- -------------------
<S> <C> <C> <C> <C> <C>
John C. Argue ............. $68,038 -- $37,500 -- $105,538
John R. Haire ............. 82,038 $ 98,450 -- $217,350(2) 397,838
Dr. Manuel H. Johnson .... 82,038 136,450 -- -- 218,488
Paul Kolton ............... 54,788 136,450 -- 36,900(3) 228,138
Michael E. Nugent ......... 75,038 124,200 -- -- 199,238
John L. Schroeder ......... 46,964 136,450 -- -- 183,414
<FN>
- ------------

(2) For the 79 Dean Witter Funds in operation at December 31, 1995.

(3) For the 11 TCW/DW Funds in operation at December 31, 1995.
</TABLE>

<PAGE>

(2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE
INVESTMENT ADVISORY AGREEMENT

The Trust's investments are managed by TCW Funds Management, Inc.
(referred to herein as the "Investment Adviser"), pursuant to an Investment
Advisory Agreement dated March 23, 1994 (referred to herein as the "Advisory
Agreement").

THE ADVISORY AGREEMENT

The Advisory Agreement was initially approved by the Board of Trustees of
the Trust, including all of the Independent Trustees, at a meeting held on
February 9, 1994, and was approved by InterCapital, the then sole shareholder
of the Trust, on March 22, 1994. The Advisory Agreement was last approved by
the Shareholders at their Annual Meeting held on June 22, 1995. In the event
shareholders do not approve continuance of the Advisory Agreement by the
required majority vote at the forthcoming meeting or an adjournment thereof,
the Board of Trustees of the Trust will take such action as it deems to be in
the best interest of the Trust and its Shareholders, which may include
calling a special meeting of shareholders to vote on a new investment
advisory agreement or continuance of the present Advisory Agreement until the
next Annual Meeting of Shareholders.

In considering whether or not to approve the Advisory Agreement, the Board
of Trustees reviewed the terms of the agreement and considered all materials
and information deemed relevant to its determination. Among other things, the
Board considered the nature and scope of services to be rendered, the quality
of the Adviser's services and personnel, and the appropriateness of the fees
that are paid under the Advisory Agreement. Based upon its review, the Board
of Trustees, including all of the Independent Trustees, determined that the
approval of the Advisory Agreement was in the best interests of the Trust and
its Shareholders.

The favorable vote of a majority of the outstanding voting securities of
the Trust is required for the approval of the Advisory Agreement. Such a
majority is defined in the Act as the lesser of (a) 67% or more of the shares
present at the Meeting, if the holders of more than 50% of the outstanding
shares of the Trust are present or represented by proxy, or (b) more than 50%
of the outstanding shares.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS APPROVE THE
ADVISORY AGREEMENT.

THE ADVISORY AGREEMENT

The Advisory Agreement provides that the Investment Adviser shall
continously invest the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Adviser obtains and evaluates
such information and advice relating to the economy, securities markets and
specific securities as it considers necessary or useful to continuously
manage the assets of the Trust in a manner consistent with its investment
objectives and policies. In addition, the Investment Adviser pays the
compensation of all personnel, including officers of the Trust, who are its
employees. The Investment Adviser has authority to place orders for the
purchase and sale of portfolio securities on behalf of the Trust without
prior approval of its Trustees. The Trustees review the investment portfolio
at their regular meetings. If proposals 3 and/or 4 relating to sub-advisory
agreements with affiliates of the Adviser are approved by shareholders, the
Advisory Agreement would be amended to authorize the Investment Adviser to
enter into such sub-advisory agreements.

Under the Advisory Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Adviser or the Manager, including, without limitation: charges and
expenses of any registrar, custodian or depository appointed by the Trust for
the safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Trust; brokers' commissions chargeable to the Trust in connection with
portfolio securities

<PAGE>

transactions to which the Trust is a party; all taxes, including securities
or commodities issuance and transfer taxes, and fees payable by the Trust to
Federal, state or other governmental agencies; costs and expenses of
engraving or printing of certificates representing shares of the Trust; all
costs and expenses in connection with registration and maintenance of
registration of the Trust and of its shares with the Securities and Exchange
Commission and various states and other jurisdictions (including filing fees
and legal fees and disbursements of counsel); the costs and expense of
preparation, printing, including typesetting, and distributing prospectuses
for such purposes; all expenses of shareholders' and Trustees' meetings and
of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Trust's Manager or Investment
Adviser or any of their corporate affiliates; all expenses incident to the
payment of any dividend or distribution program; charges and expenses of any
outside pricing services; charges and expenses of legal counsel, including
counsel to the Independent Trustees of the Trust, and independent accountants
in connection with any matter relating to the Trust (not including
compensation or expenses of attorneys employed by the Trust's Manager or
Investment Adviser); membership dues of industry associations; interest
payable on Trust borrowings; fees and expenses incident to the listing of the
Trust's shares on any stock exchange; postage; insurance premiums on property
or personnel (including officers and Trustees) of the Trust which inure to
its benefit; extraordinary expenses (including, but not limited to, legal
claims, liabilities, litigation costs and any indemnification related
thereto); and all other charges and costs of the Trust's operations unless
otherwise explicitly provided in the Advisory Agreement.

The Advisory Agreement had an initial term ending April 30, 1995 and
provides that, after the initial period of effectiveness, it will continue in
effect from year to year thereafter provided such continuance is approved at
least annually by vote of a majority, as defined in the Act, of the
outstanding voting securities of the Trust or by the Trustees of the Trust,
and, in either event, by the vote cast in person by a majority of the
Trustees who are not parties to the Advisory Agreement or "interested
persons" of any such party (as defined in the Act) at a meeting called for
the purpose of voting on such approval. The Advisory Agreement's most recent
continuation until April 30, 1997, was approved by the Trustees, including a
majority of Independent Trustees, at a Meeting of the Trustees held on April
17, 1996, called for the purpose of approving the Management Agreement.

The Advisory Agreement also provides that it may be terminated at any time
by the Investment Adviser, the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Trust, in each instance
without the payment of any penalty, on thirty days notice and will
automatically terminate upon any assignment (as defined in the Act).

In return for its investment services and the expenses which the
Investment Adviser assumes under the Advisory Agreement, the Trust pays the
Investment Adviser compensation which is computed weekly and payable monthly
and which is determined by applying the annual rate of 0.50% to the Trust's
average weekly net assets. Pursuant to the Advisory Agreement, the Trust
accrued to the Investment Adviser total compensation of $1,300,358 during the
fiscal year ended January 31, 1996. The net assets of the Trust totalled
$273,172,389 at January 31, 1996.

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 March 31, 1996, the Investment

<PAGE>

Adviser and its affiliates had approximately $53 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, and Marc I. Stern, President of the
Investment Adviser. Mr. Robert A. Day may be deemed to be a control person of
the Adviser by virtue of the aggregate ownership of Mr. Day and his family of
more than 25% of the outstanding voting stock of The TCW Group. The principal
occupations of Messrs. Larkin and Stern are described in the preceding
tables.

The business address of the foregoing Directors and Executive Officers is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.

The Appendix lists the investment companies for which the Adviser provides
investment advisory or sub-advisory services and which have similar
investment objectives to that of the Trust, and sets forth the net assets of
and the fees payable by such investment companies, including the Trust.

MANAGER

Dean Witter Services Company Inc. ("DWSC") is the Trust's Manager. DWSC,
which maintains its offices at Two World Trade Center, New York, New York
10048, is a wholly-owned subsidiary of Dean Witter InterCapital Inc.
("InterCapital"). InterCapital maintains its offices at Two World Trade
Center, New York, New York 10048. InterCapital, which was incorporated in
July, 1992, is a wholly-owned subsidiary of Dean Witter, Discover & Co.
("DWDC"), a balanced financial services organization providing a broad range
of nationally marketed credit and investment products. In an internal
reorganization which took place in January, 1993, InterCapital assumed the
investment advisory, management and administrative activities previously
performed by the InterCapital Division of DWR.

As the Trust's Manager, DWSC receives from the Trust compensation which is
computed weekly and payable monthly and which is determined by applying the
annual rate of 0.36% to the Trust's weekly net assets. For the fiscal year
ended January 31, 1996, the Trust accrued to DWSC, pursuant to a Management
Agreement, total compensation of $1,950,537.

The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:

Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital, Executive Vice President of DWDC and Director of DWR, Distributors,
InterCapital, DWSC and DWTC; James F. Higgins, President and Chief Operating
Officer of Dean Witter Financial, Executive Vice President of DWDC and
Director of DWR, Distributors, InterCapital, DWSC and DWTC; Charles A.
Fiumefreddo, Executive Vice President and Director of DWR, Chairman of the
Board of Directors, Chief Executive Officer and Director of InterCapital,
DWSC and Distributors and Chairman of the Board of Directors and Director of
DWTC; Christine A. Edwards, Executive Vice President, Secretary and General
Counsel of DWDC, Executive Vice President, Secretary, General Counsel and
Director of DWR, Executive Vice President, Secretary, Chief Legal Officer and
Director of Distributors and Director of InterCapital and DWSC; and Thomas C.
Schneider, Executive Vice President and Chief Financial Officer of DWDC and
Executive Vice President, Chief Financial Officer and Director of DWR,
Distributors, InterCapital and DWSC.

The business address of the foregoing Directors and Executive Officers is
Two World Trade Center, New York, New York 10048.

<PAGE>

InterCapital and DWSC serve in various investment management, advisory,
management and administrative capacities to investment companies and pension
plans and other institutional and individual investors.

DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC 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 year ended January 31, 1996, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Manager, transfer agency fees of $374,706.

(3) APPROVAL OR DISAPPROVAL OF PROPOSED
SUB-ADVISORY AGREEMENT BETWEEN
TCW FUNDS MANAGEMENT, INC. AND TCW LONDON
INTERNATIONAL, LIMITED

(4) APPROVAL OR DISAPPROVAL OF PROPOSED
SUB-ADVISORY AGREEMENT BETWEEN TCW FUNDS
MANAGEMENT, INC. AND TCW ASIA LIMITED

TCW Funds Management, Inc. ("Adviser") proposes to enter into sub-advisory
agreements ("Sub- Advisory Agreements") with respect to the TCW/DW Emerging
Markets Opportunities Trust ("Trust") with two affiliated companies TCW Asia
Limited ("TCW Asia") and TCW London International, Limited ("TCW London")
(collectively, the "Sub-Advisers"), which are both registered investment
advisers under the Investment Advisers Act of 1940.

Currently, all portfolio transactions are made at the direction of the
Adviser in the U.S. Because the Trust's assets are invested in foreign
markets, the Adviser believes that the Trust could be more effectively and
efficiently managed if it had additional flexibility to utilize the services
of TCW's affiliates located outside of the U.S. Accordingly, the Adviser
believes it would be in the best interests of the Trust and its shareholders
for the Adviser to enter into sub-advisory Agreements with TCW London and TCW
Asia pursuant to which these entities would be afforded the authority to
manage the assets of the Fund subject to the supervision of the Adviser. The
proposed sub-advisory agreements (copies of which are attached hereto as
Exhibits A and B) provide that the Adviser is solely responsible for the
payment of any compensation to the Sub-Advisers.

In considering whether or not to approve the Sub-Advisory Agreements, the
Board of Trustees reviewed the terms of the Agreements and considered all
materials and information deemed relevant to its determination. In
particular, the Board considered the reasons advanced by the Adviser for
entering into the Sub-Advisory Agreements and utilizing the services of TCW
London and TCW Asia. Other factors considered by the Board were the nature
and scope of services to be rendered, the quality of each Sub-Adviser's
services and personnel as well as the supervision to be provided by the
Adviser, and the appropriateness of the fee arrangement between the Adviser
and the Sub-Advisers. Based upon its review, the Board of Trustees, including
all of the Independent Trustees, determined that the approval of the
Sub-Advisory Agreements was in the best interests of the Trust and its
Shareholders.

The favorable vote of a majority of the outstanding voting securities of
the Trust is required for the approval of the Sub-Advisory Agreements. Such a
majority is defined in the Act as the lesser of (a) 67% or more of the shares
present at the Meeting, if the holders of more than 50% of the outstanding
shares of the Trust are present or represented by proxy, or (b) more than 50%
of the outstanding shares.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS APPROVE THE
SUB-ADVISORY AGREEMENTS.

<PAGE>

SUB-ADVISORY AGREEMENT WITH TCW LONDON INTERNATIONAL, LIMITED

Under the Sub-Advisory Agreement, TCW London International, Limited (the
"Sub-Advisor") will provide the Trust with investment advisory services
including, but not limited to, obtaining and evaluating such information and
advice relating to the economy, securities and commodities markets and
securities and commodities as it deems necessary or useful to discharge its
duties hereunder and will manage the assets of the Trust in a manner
consistent with the Trust's investment objectives and policies. Under the
Sub-Advisory Agreement, the Sub-Advisor determines which securities and
commodities to be purchased, acquired, sold or otherwise disposed of by the
Trust and the timing of such purchases, acquisitions, sales or dispositions.
The Sub-Advisor will furnish the Adviser with the information, evaluations,
analyses and opinions formulated or obtained by it in performing its services
under this Sub-Advisory Agreement. All security transactions are reviewed by
the Adviser and are, in every instance, subject to the overall supervision of
the Adviser (See "The Investment Advisory Agreement" above).

The Sub-Advisory Agreement provides that the Sub-Advisor shall, at its own
expense, maintain such staff and employ or retain such personnel and consult
with such other persons as it shall, from time to time, determine to be
necessary or useful to the performance of its obligations under the
Sub-Advisory Agreement. A copy of the Sub-Advisory Agreement is attached
hereto as Exhibit A.

In return for the services it renders under the Sub-Advisory Agreement,
the Sub-Advisor shall receive from the Adviser, monthly compensation,
determined by applying the annual rate of 0.50% to the Trust's average weekly
net assets for which the Sub-Advisor renders sub-advisory services. The
compensation of the Sub-Advisor is a responsibility of the Adviser and not a
responsibility of the Trust.

The Sub-Advisory Agreement has an initial term ending April 30, 1997 and
provides that, after this period, it will continue in effect from year to
year thereafter provided such continuance is approved at least annually by
the vote of holders of a majority, as defined in the Act, of the outstanding
voting securities of the Trust or by the Trustees of the Trust and, in either
event, by vote cast in person by a majority of the Trustees who are not
parties to the Sub-Advisory Agreement or "interested persons" of any such
party (as defined in the Act) at a meeting called for the purpose of voting
on such approval.

The Sub-Advisory Agreement also provides that it may be terminated at any
time by the Trust, the Adviser, the Sub-Advisor, the Trustees of the Trust or
by a vote of the outstanding voting securities of the Trust, in each instance
without the payment of any penalty, on thirty days notice and will
automatically terminate upon any assignment.

SUB-ADVISORY AGREEMENT WITH TCW ASIA LIMITED

Under the Sub-Advisory Agreement, TCW Asia Limited (the "Sub-Advisor")
will provide the Trust with investment advisory services including, but not
limited to, obtaining and evaluating such information and advice relating to
the economy, securities and commodities markets and securities and
commodities as it deems necessary or useful to discharge its duties hereunder
and will manage the assets of the Trust in a manner consistent with the
Trust's investment objectives and policies. Under the Sub-Advisory Agreement,
the Sub-Advisor determines which securities and commodities to be purchased,
acquired, sold or otherwise disposed of by the Trust and the timing of such
purchases, acquisitions, sales or dispositions. The Sub-Advisor will furnish
the Adviser with the information, evaluations, analyses and opinions
formulated or obtained by it in performing its services under this
Sub-Advisory Agreement. All security transactions are reviewed by the Adviser
and are, in every instance, subject to the overall supervision of the Adviser
(See "The Investment Advisory Agreement" above).

<PAGE>

The Sub-Advisory Agreement has an initial term ending April 30, 1997 and
provides that, after this period, it will continue in effect from year to
year thereafter provided such continuance is approved at least annually by
the vote of holders of a majority, as defined in the Act, of the oustanding
voting securities of the Trust or by the Trustees of the Trust and, in either
event, by vote cast in person by a majority of the Trustees who are not
parties to the Sub-Advisory Agreement or "interested persons" of any such
party (as defined in the Act) at a meeting called for the purpose of voting
on such approval.

(5) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees have unanimously selected the firm of Price Waterhouse LLP as
the Trust's independent accountants for the fiscal year ending January 31,
1997. Price Waterhouse 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 Price Waterhouse LLP is expected to be present at the
Annual Meeting of Shareholders and will be available to make a statement, if
he or she so desires, and to respond to appropriate questions of
shareholders.

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 Price Waterhouse LLP as the independent
accountants for the Trust.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE
TRUST.

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 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 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 they are entitled to vote in
favor of Proposal 2 and will vote against any such adjournment those proxies
required to be voted against that proposal.

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

<PAGE>

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.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than December 20, 1996 for
inclusion in the proxy statement and proxy for that meeting.

REPORTS TO SHAREHOLDERS

The Trust's most recent Annual Report, for the fiscal year ended January
31, 1996, has been previously sent to Shareholders and is available without
charge upon request from Adrienne Ryan at Dean Witter Trust Company,
Harborside Financial Center, Plaza Two, Jersey City, New Jersey 07311
(telephone 1-800-869-NEWS (toll free)).

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 Trustees
SHELDON CURTIS
Secretary

<PAGE>

APPENDIX

TCW Funds Management Inc. serves as investment adviser to the Trust as
well as investment adviser or sub-adviser to the other investment companies
listed below which have similar investment objectives to that of the Trust,
with net assets shown as of March 31, 1996.

<TABLE>
<CAPTION>
ANNUAL
MANAGEMENT FEE
AS PERCENT OF
NET ASSETS ON AVERAGE NET
NAME MARCH 31, 1996 ASSETS
- ------------------------------------------------- -------------- --------------
<S> <C> <C>
TCW/DW Emerging Markets Opportunities Trust ..... $267,284,524 (1)
TCW Galileo Funds, Inc.
TCW Galileo Asia Pacific Equity Fund ............ 50,909,893 (2)
TCW Galileo Emerging Markets Fund ............... 53,793,107 (2)
TCW Galileo Latin America Fund .................. 63,425,714 (2)
TCW/DW Latin American Growth Fund ................ 248,309,946 (3)
Dean Witter Select Dimensions Investment Series --
Emerging Markets Portfolio ..................... 7,675,763 (4)
</TABLE>

1. 0.50% of the Trust's weekly net assets.
2. 1.00% of the Fund's annual net asset value.
3. 0.50% of the Fund's daily net assets.
4. 1.25% of the Portfolio's daily net assets paid to Dean Witter InterCapital,
Inc. pursuant to an Investment Management Agreement of which 0.40% is
paid to TCW Funds Management Inc., the Sub-Adviser, pursuant to a
Sub-Adivsory Agreement. InterCapital has undertaken, until the earlier
of December 31, 1996 or the attainment by the respective Portfolio of
$50 million of net assets, to continue to assume all operating expenses
of the Portfolios of Dean Witter Select Dimensions Investment Series
(except for any brokerage fees and a portion of organizational expenses)
and to waive the compensation provided for in its investment management
agreement with that company in respect of each Portfolio to the extent
that such expenses and compensation on an annualized basis exceed
0.50% of the average daily net assets of the Portfolio.

I-1

<PAGE>

EXHIBIT A

SUB-ADVISORY AGREEMENT

AGREEMENT made as of the day of , 1996 by and between TCW Funds
Management, Inc., a California corporation ("FMI"), and TCW London
International, Limited, a California corporation ("TCW London").

Whereas, FMI has entered into an Investment Advisory Agreement with TCW/DW
Emerging Markets Opportunities Trust (the "Fund") to provide investment
advisory services for the Fund;

Whereas, TCW London is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as an
investment adviser;

Whereas, TCW London is a member of the Investment Management Regulatory
Organization Limited ("IMRO") and as such is regulated by IMRO in the conduct
of its investment business and nothing in this Agreement shall exclude any
liability of TCW London to the Fund under the Financial Services Act of 1986
or the IMRO Rules;

Whereas, FMI desires to retain the services of TCW London to render
investment advisory services for the Fund in the manner and on the terms and
conditions hereinafter set forth;

Whereas, TCW London desires to be retained by FMI to provide such investment
advisory services on said terms and conditions;

NOW, THEREFORE; in consideration of the foregoing recitals and the mutual
covenants and agreements contained herein, the parties agree as follows:

1. Subject to the supervision of FMI, and in accordance with the
investment objective, policies and restrictions set forth in the then current
Registration Statement, which is hereby incorporated by reference, relating
to the Fund which Registration Statement contains a recital of risk factors,
and such investment objective, policies and restrictions from time to time
prescribed by the Trustees of the Fund and communicated by FMI in writing to
TCW London, TCW London agrees to provide the Fund with investment advisory
services including, but not limited to, obtaining and evaluating such
information and advice relating to the economy, securities and commodities
markets and securities and commodities as it deems necessary or useful to
discharge its duties hereunder and shall manage the assets of the Fund in a
manner consistent with the investment objective and policies of the Fund and
shall determine the securities and commodities to be purchased, acquired,
sold or otherwise disposed of by the Fund and the timing of such purchases,
acquisitions, sales or dispositions. TCW London agrees to furnish to or place
at the disposal of FMI the information, evaluations, analyses and opinions
formulated or obtained by it in performing its advisory services under this
Agreement. FMI and TCW London agree to make their officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other. Nothing in
this Agreement shall require FMI to utilize the services of TCW London with
respect to any specific or minimum percentage of the assets of the Fund.

2. TCW London shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it shall from
time to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of TCW London shall be deemed to include
persons employed or otherwise retained by TCW London to furnish statistical
and other factual data, advice regarding economic factors and trends,
information, advice and assistance as FMI may desire. TCW London shall
maintain whatever records as may be required to be maintained by it under the
Investment Company Act of 1940, as amended (the "Act"), or the Investment
Advisers Act of 1940. All such records so maintained shall be the property of
the Fund and shall be made available to FMI and the Fund, upon the request of
FMI or the Fund. TCW London shall provide all account statements and
performance or financial records as required by United States securities
laws. TCW London acknowledges that cash balances and other assets of the Fund
will be held by Custodian bank(s) designated by the Fund.

A-1

<PAGE>

3. FMI will, from time to time, furnish or otherwise make available to
TCW London such financial reports, proxy statements and other information
provided it by the Fund, including investment policies and restrictions from
time to time prescribed by the Trustees of the Fund, relating to the business
and affairs of the Fund as TCW London may reasonably require in order to
discharge its duties and obligations hereunder or to comply with any
applicable law and regulations. All instructions given by FMI to TCW London
shall be in writing and sent to TCW London's principal office and shall take
effect upon actual receipt by TCW London.

4. For the services to be rendered, FMI, at its own expense, shall pay TCW
London monthly compensation, determined by applying the annual rate of 0.50%
to the Trust's average weekly net assets for which TCW London renders
sub-advisory services. For the purpose of calculating such fee, the net asset
value for a month shall be the average of the net asset values for which TCW
London provides sub-advisory services as determined for each business day of
the month. If this Agreement becomes effective after the first day of a
month, or terminates before the last day of a month, the foregoing
compensation shall be prorated.

In the event that the aggregate compensation received by FMI from the
Trust for any month is less than that specified above, the compensation
payable by FMI to TCW London shall be equal to that received by FMI. The
compensation of TCW London is a responsibility of FMI and not a
responsibility of the Trust.

5. TCW London will use its best efforts in the performance of investment
activities on behalf of the Fund, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations
hereunder, TCW London shall not be liable to InterCapital, FMI or the Fund or
any of its investors for any error of judgment or mistake of law or for any
act or omission by TCW London or for any losses sustained by the Fund or its
investors. TCW London shall be indemnified by the Fund as an agent of the
Fund in accordance with the terms of Section 4.8 of the Fund's By-Laws.

6. It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of,
or be otherwise interested in, TCW London and in any person controlled by or
under common control or affiliated with TCW London and that TCW London and
any person controlled by or under common control or affiliated with TCW
London may have an interest in the Fund. It is also understood that TCW
London and any affiliated persons thereof or any persons controlled by or
under common control with TCW London have and may have advisory, management
service or other contracts with other organizations and persons, and may have
other interests and businesses, and further may purchase, sell or trade any
securities or commodities for their own accounts or for the account of others
for whom they may be acting. Nothing contained in this Agreement shall limit
or restrict TCW London or any affiliated person thereof from so acting or
engaging in any other business.

7. This Agreement shall remain in effect until April 30, 1997 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund or by the Trustees of the Fund;
provided, that in either event such continuance is also approved annually by
the vote of a majority of the Trustees of the Fund who are not parties to
this Agreement or "interested persons" (as defined in the Act) of any such
party, which vote must be cast in person at a meeting called for the purpose
of voting on such approval; provided, however, that (a) the Fund may at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to FMI and TCW London, either by majority vote of
the Trustees of the Fund; (b) this Agreement shall immediately terminate in
the event of its assignment, as defined in the Act, unless automatic
termination shall be prevented by an exemptive order of the Securities and
Exchange Commission; (c) this Agreement shall immediately terminate in the
event of the termination of the Investment Advisory Agreement; (d) FMI may
terminate this Agreement without payment of penalty on thirty days' written
notice to TCW London and the Fund; and (e) TCW London may terminate this
Agreement without the payment of penalty on thirty days' written notice to
FMI and the Fund. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postage paid, to the other party at its
principal business office.

A-2

<PAGE>

8. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund,
FMI nor TCW London shall be liable for failing to do so.

9. All formal complaints should, in the first instance, be made in writing
to TCW London's compliance officer at TCW London's principal office. In
addition, the FMI and/or the Fund shall have a right to complain directly to
IMRO.

10. A statement is available from TCW London describing FMI's and/or the
Fund's rights to compensation, if any, in the event that TCW London is unable
to meet its liabilities.

11. FMI acknowledges that for purposes of the IMRO rules, it will be
treated as a non-private customer.

12. This Agreement shall be construed in accordance with the law of the
State of California and the applicable provisions of the Act. To the extent
the applicable law of the State of California, or any of the provisions
herein, conflicts with the applicable provisions of the Act, the latter shall
control.

13. The effective date of this Agreement shall be the day and year first
written above.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Los Angeles, California.

Accepted and Agreed to as of the Day and Year First Above Written:

TCW/DW EMERGING
MARKETS OPPORTUNITIES TRUST
By: -------------------------------
Name: -----------------------------
Title: ----------------------------

Attest: ---------------------------
Name: -----------------------------
Title: ----------------------------

TCW FUNDS MANAGEMENT, INC.
By: -------------------------------
Name: -----------------------------
Title: ----------------------------

Attest: ---------------------------
Name: -----------------------------
Title: ----------------------------

TCW LONDON INTERNATIONAL LIMITED
By: -------------------------------
Name: -----------------------------
Title: ----------------------------

Attest: ---------------------------
Name: -----------------------------
Title: ----------------------------

A-3

<PAGE>

EXHIBIT B

SUB-ADVISORY AGREEMENT

AGREEMENT made as of the day of , 1996 by and between TCW Funds
Management, Inc., a California corporation ("FMI"), and TCW Asia Limited, a
Hong Kong corporation ("TCW Asia").

WHEREAS, FMI has entered into an Investment Advisory Agreement with TCW/DW
Emerging Markets Opportunities Trust (the "Fund") to provide investment
advisory services for the Fund;

WHEREAS, TCW Asia is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as an
investment adviser;

WHEREAS, FMI desires to retain the services of TCW Asia to render
investment advisory services for the Fund in the manner and on the terms and
conditions hereinafter set forth;

WHEREAS, TCW Asia desires to be retained by FMI to provide such investment
advisory services on said terms and conditions;

NOW, THEREFORE; in consideration of the foregoing recitals and the mutual
covenants and agreements contained herein, the parties agree as follows:

1. Subject to the supervision of FMI, and in accordance with the
investment objective, policies and restrictions set forth in the then current
Registration Statement, which is hereby incorporated by reference, relating
to the Fund which Registration Statement contains a recital of risk factors,
and such investment objective, policies and restrictions from time to time
prescribed by the Trustees of the Fund and communicated by FMI in writing to
TCW Asia, TCW Asia agrees to provide the Fund with investment advisory
services including, but not limited to, obtaining and evaluating such
information and advice relating to the economy, securities and commodities
markets and securities and commodities as it deems necessary or useful to
discharge its duties hereunder and shall manage the assets of the Fund in a
manner consistent with the investment objective and policies of the Fund and
shall determine the securities and commodities to be purchased, acquired,
sold or otherwise disposed of by the Fund and the timing of such purchases,
acquisitions, sales or dispositions. TCW Asia agrees to furnish to or place
at the disposal of FMI the information, evaluations, analyses and opinions
formulated or obtained by it in performing its advisory services under this
Agreement. FMI and TCW Asia agree to make their officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other. Nothing in
this Agreement shall require FMI to utilize the services of TCW Asia with
respect to any specific or minimum percentage of the assets of the Fund.

2. TCW Asia shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it shall from
time to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of TCW Asia shall be deemed to include
persons employed or otherwise retained by TCW Asia to furnish statistical and
other factual data, advice regarding economic factors and trends,
information, advice and assistance as FMI may desire. TCW Asia shall maintain
whatever records as may be required to be maintained by it under the
Investment Company Act of 1940, as amended (the "Act"), or the Investment
Advisers Act of 1940. All such records so maintained shall be the property of
the Fund and shall be made available to FMI and the Fund, upon the request of
FMI or the Fund. TCW Asia shall provide all account statements and
performance or financial records as required by United States securities
laws. TCW Asia acknowledges that cash balances and other assets of the Fund
will be held by Custodian bank(s) designated by the Fund.

3. FMI will, from time to time, furnish or otherwise make available to TCW
Asia such financial reports, proxy statements and other information provided
it by the Fund, including investment policies and restrictions from time to
time prescribed by the Trustees of the Fund, relating to the business and
affairs of the Fund as TCW Asia may reasonably require in order to discharge
its duties and obligations hereunder or to comply with any applicable law and
regulations. All instructions given by FMI to TCW Asia shall be in writing
and sent to TCW Asia's principal office and shall take effect upon actual
receipt by TCW Asia.

B-1

<PAGE>

4. For the services to be rendered, FMI, at its own expense, shall pay
TCW Asia monthly compensation, determined by applying the annual rate of
0.50% to the Trust's average weekly net assets for which TCW Asia renders
sub-advisory services. For the purpose of calculating such fee, the net asset
value for a month shall be the average of the net asset values for which TCW
Asia provides sub-advisory services as determined for each business day of
the month. If this Agreement becomes effective after the first day of a
month, or terminates before the last day of a month, the foregoing
compensation shall be prorated.

In the event that the aggregate compensation received by FMI from the
Trust for any month is less than that specified above, the compensation
payable by FMI to TCW Asia shall be equal to that received by FMI. The
compensation of TCW Asia is a responsibility of FMI and not a responsibility
of the Trust.

5. TCW Asia will use its best efforts in the performance of investment
activities on behalf of the Fund, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations
hereunder, TCW Asia shall not be liable to InterCapital, FMI or the Fund or
any of its investors for any error of judgment or mistake of law or for any
act or omission by TCW Asia or for any losses sustained by the Fund or its
investors. TCW Asia shall be indemnified by the Fund as an agent of the Fund
in accordance with the terms of Section 4.8 of the Fund's By-Laws.

6. It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of,
or be otherwise interested in, TCW Asia and in any person controlled by or
under common control or affiliated with TCW Asia and that TCW Asia and any
person controlled by or under common control or affiliated with TCW Asia may
have an interest in the Fund. It is also understood that TCW Asia and any
affiliated persons thereof or any persons controlled by or under common
control with TCW Asia have and may have advisory, management service or other
contracts with other organizations and persons, and may have other interests
and businesses, and further may purchase, sell or trade any securities or
commodities for their own accounts or for the account of others for whom they
may be acting. Nothing contained in this Agreement shall limit or restrict
TCW Asia or any affiliated person thereof from so acting or engaging in any
other business.

7. This Agreement shall remain in effect until April 30, 1997 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund or by the Trustees of the Fund;
provided, that in either event such continuance is also approved annually by
the vote of a majority of the Trustees of the Fund who are not parties to
this Agreement or "interested persons" (as defined in the Act) of any such
party, which vote must be cast in person at a meeting called for the purpose
of voting on such approval; provided, however, that (a) the Fund may at any
time and without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to FMI and TCW Asia, either by majority vote of
the Trustees of the Fund; (b) this Agreement shall immediately terminate in
the event of its assignment, as defined in the Act, unless automatic
termination shall be prevented by an exemptive order of the Securities and
Exchange Commission; (c) this Agreement shall immediately terminate in the
event of the termination of the Investment Advisory Agreement; (d) FMI may
terminate this Agreement without payment of penalty on thirty days' written
notice to TCW Asia and the Fund; and (e) TCW Asia may terminate this
Agreement without the payment of penalty on thirty days' written notice to
FMI and the Fund. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postage paid, to the other party at its
principal business office.

9. This Agreement shall be construed in accordance with the law of the
State of California and the applicable provisions of the Act. To the extent
the applicable law of the State of California, or any of the provisions
herein, conflicts with the applicable provisions of the Act, the latter shall
control.

10. The effective date of this Agreement shall be the day and year first
written above.

B-2

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Los Angeles, California.

Accepted and Agreed to as of the Day and Year First Above Written:

TCW/DW EMERGING
MARKETS OPPORTUNITIES TRUST
By: -----------------------------
Name: ---------------------------
Title: --------------------------

Attest: -------------------------
Name: ---------------------------
Title: --------------------------

TCW FUNDS MANAGEMENT, INC.
By: -----------------------------
Name: ---------------------------
Title: --------------------------

Attest: -------------------------
Name: ---------------------------
Title: --------------------------

TCW LONDON INTERNATIONAL LIMITED
By: -----------------------------
Name: ---------------------------
Title: --------------------------

Attest: -------------------------
Name: ---------------------------
Title: --------------------------

B-3

<PAGE>

TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST

ANNUAL MEETING OF SHAREHOLDERS--JUNE 27, 1996

PROXY

The undersigned hereby appoints SHELDON CURTIS, ROBERT M. SCANLAN, DAVID
A. HUGHEY, 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 Emerging Markets Opportunities Trust on June 27, 1996 at 10:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated May 1, 1996 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEE AND
FOR THE PROPOSALS.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN the Proxy Card in the
Enclosed Envelope.

(Continued, and to be dated and signed on reverse side.)

<PAGE>

PLEASE MARK BOXES \b OR [X] IN BLUE OR BLACK INK.
1. ELECTION OF TRUSTEES:

[ ] FOR ALL NOMINEES
(except as marked to the contrary below)

[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)

John R. Haire, Manuel H. Johnson, John L. Schroeder, Marc I. Stern.
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- -----------------------------------------------------------------------------
2. APPROVAL OF INVESTMENT ADVISORY AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. APPROVAL OF SUB-ADVISORY AGREEMENT WITH TCW
LONDON INTERNATIONAL LIMITED:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. APPROVAL OF SUB-ADVISORY AGREEMENT WITH TCW ASIA LIMITED:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

020

5. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
and in their discretion in the transaction of any other business which may
properly come before the meeting.
Please sign personally. If the
shares are registered in more than
one name, each joint owner or
each fiduciary should sign personally.
Only authorized officers should sign
for corporations.

Dated ------------------------------

------------------------------------
Signature

<PAGE>