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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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
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(Name of Registrant as Specified In Its Charter)
FRANK BRUTTOMESSO, ESQ.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] 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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(3) Filing Party:
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(4) Date Filed:
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TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 392-2550
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1998
TO THE SHAREHOLDERS OF TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST:
Notice is hereby given of a Special Meeting of the shareholders of TCW/DW
Emerging Markets Opportunities Trust (the "Trust") to be held in the Career
Development Room, Sixty-first Floor, Two World Trade Center, New York, New
York 10048, on January 12, 1998 at 9:00 a.m., New York City time, for the
following purposes:
1. To approve or disapprove a new Co-Investment Advisory Agreement
between the Trust and TCW Funds Management, Inc. (Proposal 1 will not be
effected unless Proposal 2 is also approved);
2. To approve or disapprove a new Co-Investment Advisory Agreement
between the Trust and Morgan Stanley Asset Management Inc. (Proposal 2
will not be effected unless Proposal 1 is also approved);
3. To approve or disapprove a new Sub-Advisory Agreement between TCW
Funds Management, Inc. and TCW London International, Limited (Proposal 3
will not be effected unless Proposal 1 is also approved);
4. To approve or disapprove a new Sub-Advisory Agreement between TCW
Funds Management, Inc. and TCW Asia Limited (Proposal 4 will not be
effected unless Proposal 1 is also approved); and
5. 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 November 14, 1997
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 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 1 and will vote against any such
adjournment those proxies required to be voted against that proposal.
BARRY FINK
Secretary
November , 1997
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 CARD. 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
----------------------
SPECIAL MEETING OF SHAREHOLDERS
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 a Special Meeting of Shareholders of the Trust to be held on
January 12, 1998, and at any adjournments thereof (the "Special Meeting").
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Special 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 in favor of Proposals 1, 2, 3 and 4.
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 (if returned and received in time
to be voted), or attendance and voting at the Special Meeting of
Shareholders. Attendance at the Special Meeting will not in and of itself
revoke a proxy.
Shareholders as of the close of business on November 14, 1997, the record
date for the determination of Shareholders entitled to notice of and to vote
at the Special Meeting, are entitled to one vote for each share held and a
fractional vote for a fractional share. On November 14, 1997, there were
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 Special Meeting of Shareholders,
consisting principally of printing and mailing expenses, which expenses are
not expected to exceed $ , will be borne by Dean Witter InterCapital Inc.
("InterCapital"). 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"), its parent company, InterCapital or
Dean Witter Trust FSB ("DWTFSB"), 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 $ and will be borne by
InterCapital. The first mailing of this proxy statement is expected to be
made on or about November , 1997.
DWTFSB may call shareholders to ask if they would be willing to have their
votes recorded by telephone. The telephone voting procedure is designed to
authenticate shareholders' identities, to allow shareholders to authorize the
voting of their shares in accordance with their instructions, and to confirm
that their instructions have been recorded properly. No recommendation will
be made as to how shareholders should vote on a Proposal other than to refer
to the recommendation of the Board. The Trust has been advised by counsel
that these procedures are consistent with the requirements of applicable law.
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Shareholders voting by telephone will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the shareholders' instructions have been recorded correctly
they will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a shareholder's vote may be taken by
telephone, each shareholder will receive a copy of this proxy statement and
may vote by mail using the enclosed proxy card.
PROPOSAL 1
APPROVAL OR DISAPPROVAL OF A NEW CO-INVESTMENT
ADVISORY AGREEMENT BETWEEN THE TRUST AND
TCW FUNDS MANAGEMENT, INC.
PROPOSAL 2
APPROVAL OR DISAPPROVAL OF A NEW CO-INVESTMENT
ADVISORY AGREEMENT BETWEEN THE TRUST AND
MORGAN STANLEY ASSET MANAGEMENT INC.
BACKGROUND
The Trust's investments are managed by TCW Funds Management, Inc. ("TCW"),
pursuant to an Investment Advisory Agreement dated March 23, 1994, and
amended as of June 27, 1996 (the "Current Advisory Agreement"). At the
Trust's Annual Meeting held on June 24, 1997 and adjourned to July 22, 1997
(the "1997 Annual Meeting"), Shareholders approved a new Investment Advisory
Agreement between the Trust and TCW in connection with the approval of the
conversion of the Trust from a closed-end investment company to an open-end
investment company. That Investment Advisory Agreement is scheduled to go
into effect when the Trust converts to open-end status, currently scheduled
for January 1998. If Shareholders approve Proposals 1 and 2, the Investment
Advisory Agreement approved at the 1997 Annual Meeting will not take effect.
Rather, the proposed new advisory agreements with TCW and Morgan Stanley
Asset Management Inc. ("MSAM") will take effect as discussed below.
Subsequent to the date of the 1997 Annual Meeting, TCW indicated its
intention to reduce its investment advisory responsibilities with respect to
certain of the TCW/DW group of investment companies in order to pursue other
investment advisory activities. With respect to the Trust, InterCapital, with
the concurrence of TCW, recommended to the Trust's Board of Trustees that TCW
and MSAM, an affiliate of InterCapital, act as the Trust's "co-advisers."
Under the proposed arrangement, TCW and MSAM will not manage the Trust's
total assets jointly; instead, each adviser will be responsible only for
investment of approximately one-half of the Trust's assets, the division of
such assets being determined by mutual agreement between them and the Trust.
Thus, securities will be purchased and sold by TCW and MSAM based on each
co-adviser's independent portfolio management decisions, which could result
in purchases and sales, and concomitant brokerage commissions, at times when
they would not occur in a portfolio managed by a single adviser. Sales and
redemptions of Trust shares will be allocated equally to each of TCW and
MSAM, but no adjustment will be made to equalize the assets assigned to each
as a result of changes due to investment performance. TCW and MSAM informed
the Board that in dividing the assets to be managed between them they will
use their best efforts to assign to MSAM securities with which it was already
familiar. On November 6, 1997, the Board of Trustees of the Trust, including
a majority of the independent trustees, approved a Co-Investment Advisory
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Agreement between the Trust and TCW and a Co-Investment Advisory Agreement
between the Trust and MSAM (collectively, the "Proposed Advisory
Agreements"). The Board was assisted in its review and deliberations by
independent legal counsel. The basis of its determination, as well as the
terms of the Current Advisory Agreement and the Proposed Advisory Agreements,
are set forth below.
THE BOARD'S CONSIDERATIONS
The Board of Trustees met in person on November 6, 1997 for the purpose of
considering InterCapital's recommendation that TCW and MSAM each manage
approximately one-half of the Trust's assets. The Board's decision to approve
the Proposed Advisory Agreements was based on the following material factors,
all of which were considered equally:
1. The Board considered the quality and extent of the services proposed to
be provided by MSAM, and the organizational depth, reputation and experience
of MSAM in investing in emerging markets. Although the Board had already
considered these factors with respect to TCW they reconsidered them in the
context of the decision to have TCW manage only one-half of the portfolio.
The Board concluded that both advisers are likely to provide a high quality
of investment management services to the Trust.
2. Both TCW and MSAM have demonstrated that they have extensive experience
and resources to manage portfolios of emerging markets securities. Given the
large number and wide geographic dispersion of emerging market securities,
the Board considered that having two experienced, highly reputable managers
could enable the Trust to take advantage of the combined research and
portfolio management capability of both advisory organizations.
3. The Board considered the proposal to divide the Trust's assets between
MSAM and TCW and concluded that this arrangement would provide continuity of
investment management while enabling the Fund and its shareholders to take
advantage of the combined strengths of the two firms.
4. The Board also reviewed and discussed the terms of the Proposed
Advisory Agreements. Each of the Proposed Advisory Agreements will modify the
terms of the Current Advisory Agreement in that TCW and MSAM, respectively,
will be engaged to manage only the assets originally assigned to them as such
assets may be modified by cash flows and investment performance. In addition,
the combined fees to be paid under the Proposed Advisory Agreements is the
same as the fees paid to TCW under the Current Advisory Agreement, which the
Board found to be reasonable and fair for the services provided by TCW alone.
Having concluded that MSAM is likely to provide the same or similar level and
quality of services as TCW has provided, the Board found the proposed fee
arrangement to be reasonable and fair as well. In addition, the Proposed
Advisory Agreements will include revisions necessary to reflect the Trust's
operation as an open-end investment company. As discussed above, the changes
relating to the Trust's open-end structure have already been approved by both
the Board and by Shareholders.
5. The Board received assurances that TCW, MSAM and DWSC, as Manager of
the Trust, will take measures reasonably designed to address operational and
compliance issues presented by the arrangement.
Based on their review and in consideration of all of the factors set forth
above, the Trustees, including all of the independent trustees, determined
that the Proposed Advisory Agreements are in the best interests of the Trust
and its Shareholders.
THE CURRENT ADVISORY AGREEMENT
The Current 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
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then sole shareholder of the Trust, on March 22, 1994. The Current Advisory
Agreement was last approved by the Shareholders at the 1997 Annual Meeting .
Also at the 1997 Annual Meeting, Shareholders approved a new investment
advisory agreement with TCW which was to be implemented at the time the Trust
converts to an open-end investment company, currently scheduled to take place
in January 1998 (the "1998 Advisory Agreement").
The Current Advisory Agreement and the 1998 Advisory Agreement provide
that TCW shall continuously invest the assets of the Trust in a manner
consistent with the Trust's investment objectives. TCW 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, TCW pays the compensation of all
personnel, including officers of the Trust, who are its employees. TCW 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.
Under the Current Advisory Agreement and the 1998 Advisory Agreement, the
Trust is obligated to bear all of the costs and expenses of its operation,
except those specifically assumed by TCW 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 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 TCW 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 TCW); 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 Current 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
Investment Company Act of 1940, as amended (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 Current 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 Current Advisory Agreement's most recent
continuation until April 30, 1998, was approved by the Trustees, including a
majority of independent trustees, at a Meeting of the
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Trustees held on April 24, 1997, called for the purpose of approving the
Current Advisory Agreement. As discussed above, Shareholders approved the
1998 Advisory Agreement at the 1997 Annual Meeting. If the Proposed Advisory
Agreements are approved by Shareholders, the 1998 Advisory Agreement will not
take effect.
The Current Advisory Agreement also provides that it may be terminated at
any time by TCW, 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 TCW assumes
under the Current 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 (average daily net assets in the case of the 1998 Advisory
Agreement). Pursuant to the Current Advisory Agreement, the Trust accrued to
TCW total compensation of $1,394,498 during the fiscal year ended January 31,
1997. The net assets of the Trust totaled $363,058,008 at July 31, 1997.
THE PROPOSED ADVISORY AGREEMENTS
Each of the Proposed Advisory Agreements differs from the Current Advisory
Agreement and the 1998 Advisory Agreement in that each of TCW and MSAM,
respectively, will be responsible to manage only the assets for which they
are originally responsible. As compensation for their advisory services,
pursuant to each Proposed Advisory Agreement, the Trust will pay TCW and
MSAM, respectively, monthly compensation calculated daily by applying an
annual of 0.50% to that portion of the assets that they manage. In addition,
as discussed above, because the Trust will operate as an open-end investment
company, the Trust will calculate its net asset value daily rather than
weekly. Accordingly, the fee payable under each of the Proposed Advisory
Agreements will be based on such daily net asset value. The dates of
effectiveness and termination of the Proposed Advisory Agreements will be
different as well. Forms of the Proposed Advisory Agreements between the
Trust and TCW and between the Trust and MSAM are attached to this proxy
statement as Exhibits A and B, respectively.
In the event Shareholders do not approve both of the Proposed Advisory
Agreements by the required majority vote at the Special 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 another special meeting of Shareholders to vote on
one or more new investment advisory agreements. If only one of the Proposed
Advisory Agreements is approved by Shareholders, neither of the Proposed
Advisory Agreements will be entered into.
INFORMATION CONCERNING TCW
TCW is currently the Trust's investment adviser. TCW, a California
corporation, is a wholly-owned subsidiary of The TCW Group, Inc., 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 October 31,
1997, the Investment Adviser and its affiliates had over $50 billion under
management or committed to management. TCW is headquartered at 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.
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Set forth below is the name and principal occupation of the principal
executive officers and directors of TCW. The address for each is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.
<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------------------- -----------------------------------------------------------------
<S> <C>
Thomas E. Larkin, Executive Vice President and Director, The TCW Group, Inc.;
Chairman President and Director of Trust Company of the West; Vice
Chairman and Director of TCW Asset Management Company
Marc I. Stern, President and Director, The TCW Group, Inc.; Vice Chairman and
President and Director Director of TCW Asset Management Company; Executive Vice
President and Director, Trust Company of the West
Alvin R. Albe, Jr., Executive Vice President, The TCW Group, Inc.
Executive Vice President
</TABLE>
Mr. Robert A. Day may be deemed to be a control person of TCW by virtue of
the aggregate ownership by Mr. Day and his family of more than 25% of the
outstanding voting stock of the TCW Group.
Exhibit C lists the investment companies for which TCW provides investment
advisory or sub-advisory services and which have similar investment
objectives to that of the Trust, and sets forth the fees payable to TCW by
such investment companies, including the Trust, and their net assets as of
October 31, 1997.
INFORMATION CONCERNING MSAM
MSAM, a Delaware corporation, is a wholly-owned subsidiary of Morgan
Stanley, Dean Witter, Discover & Co. ("MSDWDC"), a preeminent global
financial services firm that maintains leading market positions in each of
its three primary businesses--securities, asset management and credit
services.
MSDWDC, whose principal office is located at 1585 Broadway, New York, New
York 10036 was formed as a result of the merger of Dean Witter, Discover &
Co. ("DWDC") and Morgan Stanley Group Inc. ("Morgan Stanley"), which was
consummated on May 31, 1997. MSAM has its principal offices at 1221 Avenue of
the Americas, New York, New York 10020 and conducts a worldwide portfolio
management business. It provides a broad range of portfolio management
services to customers in the United States and abroad.
Set forth below is the name and principal occupation of the principal
executive officer and each director of MSAM. The address for each is 1221
Avenue of the Americas, New York, New York 10020.
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
- ---------------------------- ----------------------------------------------------------------
<S> <C>
Barton M. Biggs, Chairman, Director and Managing Director, MSAM; Managing
Chairman of the Board of Director of Morgan Stanley & Co. Incorporated ("MS & Co.");
Directors Chairman of Morgan Stanley Asset Management Limited.
Peter A. Nadosy, Vice Chairman, Director and Managing Director, MSAM; Managing
Vice-Chairman of the Director of MS & Co.; Director of Morgan Stanley Asset
Directors Management Limited.
James M. Allwin, President, Director and Managing Director, MSAM; Managing
Director and President Director of MS & Co.; President of Morgan Stanley Realty Inc.
Gordon S. Gray, Director and Managing Director, MSAM; Managing Director of MS &
Director Co.
Dennis G. Sherva, Director and Managing Director, MSAM; Managing Director of MS &
Director Co.
</TABLE>
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MSAM serves in various portfolio management and similar capacities to
investment companies and pension plans and other institutional and individual
investors. Exhibit D lists the investment companies for which MSAM provides
investment management or investment advisory services and which have similar
investment objectives to those of the Trust and sets forth the fees payable
to MSAM by such companies and their net assets as of October 31, 1997.
Dean Witter Distributors Inc. ("Distributors") acts as the Trust's
distributor. Like MSAM and InterCapital, Distributors is a wholly-owned
subsidiary of MSDWD. DWTFSB, also an affiliate of MSAM, serves as transfer
agent to the Trust. During the Trust's fiscal year ended January 31, 1997,
the Trust paid $233,996 in transfer agency fees to DWTFSB. Once the Proposed
Agreements are approved, Distributors and DWTFSB fully intend to continue to
provide, respectively, the same services to the Trust as are currently being
provided.
AFFILIATED BROKER
Distributors, Dean Witter Reynolds Inc. ("DWR") and MS & Co. are
affiliated brokers of the Trust. (MS & Co., DWR, Distributors and MSAM are
under the common control of MSDWDC.) [During the fiscal year ended January
31, 1997, the Trust did not pay any brokerage commissions to Distributors or
DWR.] MS & Co. became an affiliated broker of the Trust on May 31, 1997
(after the Trust's current fiscal year), upon the consummation of the merger
of DWDC and Morgan Stanley.
REQUIRED VOTE
The favorable vote of a majority of the outstanding voting securities of
the Trust is required for the approval of each Co-Investment 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 VOTE FOR THE
APPROVAL OF THE PROPOSED ADVISORY AGREEMENTS.
PROPOSAL 3
APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN TCW AND TCW
LONDON INTERNATIONAL, LIMITED
PROPOSAL 4
APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN TCW AND TCW
ASIA LIMITED
BACKGROUND
TCW entered into sub-advisory agreements (each, a "Current Sub-Advisory
Agreement") with respect to the Trust with TCW London International, Limited
("TCW London") and TCW Asia Limited ("TCW Asia"), both of which are
registered investment advisers under the Investment Advisers Act of 1940. TCW
London and TCW Asia are wholly-owned subsidiaries of the TCW Group, Inc. The
Current Sub-Advisory Agreements were initially approved by the Board of
Trustees of the Trust, including all of the Independent Trustees, at a
meeting held on April 17, 1996 and were approved by the Shareholders at their
Annual Meeting held on June 27, 1996. At the Trust's 1997 Annual Meeting,
Shareholders approved new Sub-Advisory Agreements
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between TCW and TCW London and between TCW and TCW Asia, in connection with
the approval of the conversion of the Trust from a closed-end investment
company to an open-end investment company (collectively, the "1998
Sub-Advisory Agreements"). The 1998 Sub-Advisory Agreements were not
scheduled to go into effect until the Trust actually converts to open-end
status, currently scheduled to take place in January 1998. If Shareholders
approve Proposals 3 and 4, the 1998 Sub-Advisory Agreements will not take
effect. Rather, the proposed new sub-advisory agreements (collectively "the
Proposed Sub-Advisory Agreements") with TCW London and TCW Asia will take
effect as discussed below.
THE BOARD'S CONSIDERATION
The Board of Trustees met in person on November 6, 1997 for the purpose of
considering the terms of the Proposed Sub-Advisory Agreements. Prior to and
during the meeting, the Board requested and received all information they
deemed necessary to enable them to determine whether the Proposed
Sub-Advisory Agreements were in the best interests of the Trust and its
Shareholders. They were assisted in their review and deliberations by
independent legal counsel. The Trustees considered the quality and extent of
the services proposed to be provided and the organizational depth, reputation
and experience of each of TCW London and TCW Asia. In addition, the Trustees
reviewed material furnished by each sub-adviser regarding their respective
personnel and operations.
Based on their review and in consideration of all of the factors deemed
relevant to them, the Trustees, including all of the independent trustees,
determined that the Proposed Sub-Advisory Agreements are in the best
interests of the Trust and its Shareholders.
CURRENT SUB-ADVISORY AGREEMENT WITH TCW LONDON
The Current Sub-Advisory Agreement with TCW London provides 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 Current Sub-Advisory Agreement and the 1998 Sub-Advisory
Agreement, TCW London 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. TCW London
furnishes TCW with the information, evaluations, analyses and opinions
formulated or obtained by it in performing its services under the Current
Sub-Advisory Agreement. All security transactions are reviewed by TCW and
are, in every instance, subject to the overall supervision of TCW.
The Current Sub-Advisory Agreement and the 1998 Sub-Advisory Agreement
provides that 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 the Current Sub-Advisory Agreement.
In return for the services it renders under the Current Sub-Advisory
Agreement, TCW London receives from TCW, monthly compensation, determined by
applying the annual rate of 0.50% to the Trust's average weekly net assets
(average daily net assets in the case of the 1998 Sub-Advisory Agreement) for
which TCW London renders sub-advisory services. Pursuant to the Current
Sub-Advisory Agreement, TCW accrued to TCW London total compensation of
$101,996 during the fiscal year ended January 31, 1997.
The Current Sub-Advisory Agreement with TCW London had 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
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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 Current 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 Current Sub-Advisory Agreement's most recent continuation until
April 30, 1998, was approved by the Trustees, including a majority of the
independent trustees, at a Meeting of the Trustees held on April 24, 1997,
called for the purpose of approving the Current Sub-Advisory Agreement. As
discussed above, Shareholders approved the 1998 Sub-Advisory Agreement
between TCW and TCW London at the 1997 Annual Meeting. If the Proposed
Sub-Advisory Agreement is approved by Shareholders, the 1998 Sub-Advisory
Agreement will not take effect.
The Current Sub-Advisory Agreement and the 1998 Sub-Advisory Agreement
also provide that they may be terminated at any time by the Trust, TCW, TCW
London, 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.
Exhibit E lists the investment companies for which TCW London provides
investment management or investment advisory services and which have similar
investment objectives to those of the Trust and sets forth the fees payable
to TCW London by such companies and their net assets as of October 31, 1997.
CURRENT SUB-ADVISORY AGREEMENT WITH TCW ASIA LIMITED
The Current Sub-Advisory Agreement with TCW Asia provides 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 Current Sub-Advisory Agreement and the 1998 Sub-Advisory
Agreement, TCW Asia 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. TCW Asia
furnishes TCW with the information, evaluations, analyses and opinions
formulated or obtained by it in performing its services under this Current
Sub-Advisory Agreement. All security transactions are reviewed by TCW and
are, in every instance, subject to the overall supervision of TCW.
The Current Sub-Advisory Agreement and the 1998 Sub-Advisory Agreement
provides that 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 the Current Sub-Advisory Agreement.
In return for the services it renders under the Current Sub-Advisory
Agreement, TCW Asia receives from the Investment Adviser, monthly
compensation, determined by applying the annual rate of 0.50% to the Trust's
average weekly net assets (average daily net assets in the case of the 1998
Sub-Advisory Agreement) for which TCW Asia renders sub-advisory services.
Pursuant to the Current Sub-Advisory Agreement, TCW accrued to TCW Asia total
compensation of $408,200 during the fiscal year ended January 31, 1997.
The Current Sub-Advisory Agreement had 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 Current Sub-Advisory Agreement's most recent
continuation until April 30, 1998, was approved by the Trustees, including a
majority
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<PAGE>
of the independent trustees, at a Meeting of the Trustees held on April 24,
1997, called for the purpose of approving the Current Sub-Advisory Agreement.
As discussed above, Shareholders approved the 1998 Sub-Advisory Agreement
between TCW and TCW Asia at the 1997 Annual Meeting. If the Proposed
Sub-Advisory Agreement is approved by Shareholders, the 1998 Sub-Advisory
Agreement will not take effect.
The Current Sub-Advisory Agreement and the 1998 Sub-Advisory Agreement
also provide that they may be terminated at any time by the Trust, TCW, TCW
Asia, 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.
Exhibit F lists the investment companies for which TCW Asia provides
investment management or investment advisory services and which have similar
investment objectives to those of the Trust and sets forth the fees payable
to TCW Asia by such companies and their net assets as of October 31, 1997.
THE PROPOSED SUB-ADVISORY AGREEMENTS
The Proposed Sub-Advisory Agreements will modify the terms of the Current
Sub-Advisory Agreements and the 1998 Sub-Advisory Agreements to reflect that
TCW will be responsible for managing only the assets for which they are
originally responsible. Each of TCW London and TCW Asia will continue to
receive compensation that is computed weekly and payable monthly and which is
determined by applying the annual rate of 0.50% to the Trust's average daily
net assets for which they render sub-advisory services. The compensation of
the sub-advisers will continue to be the obligation of TCW and not an
obligation of the Trust.
In addition, the Proposed Sub-Advisory Agreements differ from the Current
Sub-Advisory Agreements in certain minor respects to reflect the Trust's
operation as an open-end investment company. The dates of effectiveness and
termination of the Proposed Sub-Advisory Agreements will be different as
well. The form of the Proposed Sub-Advisory Agreement between TCW and TCW
London and between TCW and TCW Asia are attached to this Proxy Statement as
Exhibits G and H, respectively.
In the event Shareholders do not approve the Proposed Sub-Advisory
Agreements 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.
REQUIRED VOTE
The favorable vote of a majority of the outstanding voting securities of
the Trust (as defined in the Act and as set forth above) is required for the
approval of the Proposed Sub-Advisory Agreements.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENTS.
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 Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special 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 Special Meeting. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of Proposal 1 and will vote against
any such adjournment those proxies required to be voted against that
proposal.
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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 Special 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.
SHAREHOLDER PROPOSALS
As discussed above, the Trust is scheduled to be converted to an open-end
investment company in January 1998. After such time, the Trust will not hold
regular shareholders' meetings. Proposals of Shareholders intended to be
presented at the next meeting of Shareholders must be received at a
reasonable time prior to the mailing of the proxy materials sent in
connection with the meeting, for inclusion in the proxy statement for that
meeting.
REPORTS TO SHAREHOLDERS
THE TRUST'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED JANUARY
31, 1997, AND THE TRUST'S MOST RECENT SEMI-ANNUAL REPORT FOR THE SIX MONTHS
ENDED JUNE 30, 1997, HAVE BEEN PREVIOUSLY SENT TO SHAREHOLDERS AND ARE
AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT 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
MSDWD, MSAM, TCW, MS & Co., DWSC, Distributors and certain of their
respective directors, officers, and employees, including persons who are
Trustees or officers of the Trust, may be deemed to have an interest in 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 MSDWD.
Such companies and persons may thus be deemed to derive benefits from the
approval by shareholders of such proposals.
OTHER BUSINESS
The management knows of no other matters which may be presented at the
Special Meeting. However, if any matters not now known properly come before
the Special 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
BARRY FINK
Secretary
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EXHIBIT A
FORM OF CO-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1998, by and between TCW/DW
Emerging Markets Opportunities Trust, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Fund"), and TCW Funds Management, Inc., a California corporation
(hereinafter "TCW"):
WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Fund has entered into a Co-Investment Advisory Agreement with
Morgan Stanley Asset Management Inc. ("MSAM"), dated the date hereof, on
terms identical to those set forth herein; and
WHEREAS, TCW is registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act"), and engages in the business of
acting as investment adviser; and
WHEREAS, the Fund desires to retain TCW to render investment advisory
services in the manner and on the terms and conditions hereinafter set forth;
and
WHEREAS, TCW desires to be retained to perform services on said terms and
conditions; and
WHEREAS, pursuant to a mutual agreement with MSAM, TCW has been designated
as having investment advisory responsibility with respect to certain
specified assets of the Trust (the "Initial TCW Assets") such designation to
take effect on the date of implementation of this Agreement.
NOW, THEREFORE, this Agreement:
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and TCW agree as follows:
1. The Fund hereby retains TCW to act as co-investment adviser of the Fund
and, subject to the supervision of the Trustees of the Fund (the "Trustees"),
to invest the Fund's assets as hereinafter set forth. TCW'S responsibilities
hereunder shall extend to the Initial TCW Assets and all securities and
commodities purchased with the proceeds of any sale or transfer for value of
any such assets, along with cash generated by such sales and all additional
cash allocated to it pursuant to Section 2, said amount then reduced by any
redemptions funded out of these same assets pursuant to Section 2 (together,
the "TCW Assets"). DWSC, the Fund's Manager, will be responsible for
recording the assets that constitute MSAM Assets hereunder for purposes of
this Section, and Sections 2 and 8, below.
Without limiting the generality of the foregoing, TCW shall obtain and
evaluate such information and advice relating to the economy, securities and
commodities markets and securities and commodities as it deems necessary or
useful to discharge its duties hereunder; shall continuously invest the
assets of the Fund with respect to assets allocated to its discretionary
management in a manner consistent with the investment objectives and policies
and restrictions of the Fund (for this purpose the Fund's investment policies
and restrictions shall be applied on a percentage basis as if the TCW Assets
represent 100% of the Fund's assets); determine the securities and
commodities with respect to assets allocated to its discretionary management
to be purchased, sold or otherwise disposed of by the Fund and the timing of
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such purchases, sales and dispositions; and shall take such further action,
including, the placing of purchase and sale orders on behalf of the Fund with
respect to assets allocated to its discretionary management, as TCW shall
deem necessary or appropriate. TCW shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by TCW in the discharge of its duties as the
Fund may, from time to time, reasonably request.
2. Cash resulting from sales and redemptions of Fund shares shall in each
case be allocated equally between MSAM and TCW. Redemptions shall be funded
equally out of the assets managed by each of TCW and MSAM.
3. TCW may, at its own expense, enter into Sub-Advisory Agreements with
sub-advisers to make determinations as to the securities and commodities to
be purchased, sold or otherwise disposed of by the Fund and the timing of
such purchases, sales and dispositions and to take such further action,
including the placing of purchase and sale orders on behalf of the Fund, as
the sub-advisers, in consultation with TCW, shall deem necessary or
appropriate; provided that TCW shall be responsible for monitoring compliance
by such sub-advisers with the investment policies and restrictions of the
Fund and with such other limitations or directions as the Trustees of the
Fund may from time to time prescribe.
4. TCW 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 shall be deemed to include persons
employed or otherwise retained by TCW to furnish statistical and other
factual data, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as TCW may desire. TCW shall provide the Fund's manager
with such records and information as may reasonably be required by the Fund's
manager pursuant to its obligations under its management agreement with the
Fund to maintain the Fund's books and records.
5. The Fund will, from time to time, furnish or otherwise make available
to TCW such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as TCW may reasonably
require in order to discharge its duties and obligations hereunder.
6. TCW shall bear the cost of rendering the investment advisory services
to be performed by it under this Agreement, and shall, at its own expense,
pay the compensation of its directors, officers and employees, if any, who
are also Trustees or officers of the Fund.
7. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund (except expenses borne by the Fund's manager pursuant to a
management agreement with the Fund), including without limitation: fees
pursuant to any management agreement into which the Fund may enter; fee
pursuant to any plan of distribution that the Fund may adopt; the charges and
expenses of any registrar, any custodian or depository appointed by the Fund
for the safekeeping of its cash, portfolio securities or commodities and
other property, and any stock transfer or dividend agent or agents appointed
by the Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing of certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel and the costs and
expenses of preparing, printing, including typesetting, and distributing
prospectuses and statements of additional information for such purposes); all
expenses of
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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 TCW or the Fund's manager or any corporate affiliate of either of them;
all expenses incident to the payment of any dividend or distribution program;
charges and expenses of any outside service used for pricing of the Fund's
shares; charges and expenses of legal counsel, including counsel to the
Trustees of the Fund who are not interested persons (as defined in the Act)
of the Fund or TCW or the Fund's manager, and of independent accountants, in
connection with any matter relating to the Fund; membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance
premiums on property or personnel (including officers and Trustees) of the
Fund which inure to its benefit; extraordinary expenses (including, but not
limited to, legal claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and costs of the
Fund's operation unless otherwise explicitly provided herein.
8. For the services to be rendered by TCW, the Fund shall pay to TCW
monthly compensation, calculated from the day following the date of this
Agreement, determined by applying the annual rate of 0.50% to the Fund's
average daily net assets and multiplying that number by the percentage of the
Fund's total assets represented by the TCW Assets. Except as hereinafter set
forth, compensation under this Agreement shall be calculated and accrued
daily and paid monthly by applying 1/365ths of the annual rates to the Fund's
net assets determined as of the close of business on that day or the last
previous business day. If this Agreement becomes effective subsequent to the
first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above.
9. TCW will use its best efforts in its investment of the TCW Assets, but
in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, TCW shall not be liable to
the Fund or any of its investors for any error of judgment or mistake of law
or for any act or omission by TCW or for any losses sustained by the Fund or
its investors. TCW shall not be liable in any respect to the Fund with regard
to assets of the Fund that are not TCW Assets. TCW 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.
10. Nothing contained in this Agreement shall prevent TCW or any
affiliated person of TCW from acting as investment adviser or manager for any
other person, firm or corporation (including any other investment company),
whether or not the investment objectives or policies of any such other
person, firm or corporation are similar to those of the Fund, and shall not
in any way bind or restrict TCW or any such affiliated person from buying,
selling or trading any securities or commodities for their own accounts or
for the account of others for whom TCW or any such affiliated person may be
acting. Nothing in this Agreement shall limit or restrict the right of any
trustee, officer or employee of TCW to engage in any other business or to
devote his time and attention in part to the management or other aspects of
any other business whether of a similar or dissimilar nature.
11. This Agreement shall remain in effect until , 1999 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 Board of 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 TCW, either by majority vote of the Trustees
of the Fund or by the vote of a majority of the outstanding voting securities
of the Fund; (b) this
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Agreement shall immediately terminate in the event of its assignment (to the
extent required by the Act and the rules thereunder) unless such automatic
terminations shall be prevented by an exemptive order of the Securities and
Exchange Commission; and (c) TCW may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.
12. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor TCW shall be liable for failing to do so.
13. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the Advisers Act or any
rules, regulations or orders of the Securities and Exchange Commission, the
latter shall control.
14. The Amended and Restated Declaration of Trust of TCW/DW Emerging
Markets Opportunities Trust, dated , 1998, a copy of which, together with
all amendments thereto (the "Declaration"), is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name TCW/DW
Emerging Markets Opportunities Trust refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally;
and no Trustee, shareholder, officer, employee or agent of TCW/DW Emerging
Markets Opportunities Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said
TCW/DW Emerging Markets Opportunities Trust, but the Trust Estate only shall
be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on the day and year first above written in New York,
New York.
TCW/DW EMERGING MARKETS
OPPORTUNITIES TRUST
By: ...............................
Attest:
.......................................
TCW FUNDS MANAGEMENT, INC.
By: ...............................
Attest:
.......................................
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EXHIBIT B
FORM OF CO-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1998, by and between TCW/DW
Emerging Markets Opportunities Trust, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Fund"), and Morgan Stanley Asset Management Inc., a Delaware
corporation (hereinafter "MSAM"):
WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Fund has entered into a Co-Investment Advisory Agreement with
TCW Funds Management, Inc. ("TCW"), dated the date hereof, on terms identical
to those set forth herein; and
WHEREAS, MSAM is registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act"), and engages in the business of
acting as investment adviser; and
WHEREAS, the Fund desires to retain MSAM to render investment advisory
services in the manner and on the terms and conditions hereinafter set forth;
and
WHEREAS, MSAM desires to be retained to perform services on said terms and
conditions; and
WHEREAS, pursuant to a mutual agreement with TCW, MSAM has been designated
as having investment advisory responsibility with respect to certain
specified assets of the Trust (the "Initial MSAM Assets") such designation to
take effect on the date of implementation of this Agreement.
NOW, THEREFORE, this Agreement:
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and MSAM agree as follows:
1. The Fund hereby retains MSAM to act as co-investment adviser of the
Fund and, subject to the supervision of the Trustees of the Fund (the
"Trustees"), to invest the Fund's assets as hereinafter set forth. MSAM's
responsibilities hereunder shall extend to the Initial MSAM Assets and all
securities and commodities purchased with the proceeds of any sale or
transfer for value of any such assets, along with cash generated by such
sales and all additional cash allocated to it pursuant to Section 2, said
amount then reduced by any redemptions funded out of these same assets
pursuant to Section 2 (together, the "MSAM Assets"). DWSC, the Fund's
Manager, will be responsible for recording the assets that constitute MSAM
Assets hereunder for purposes of this Section; and Sections 2 and 8, below.
Without limiting the generality of the foregoing, MSAM shall obtain and
evaluate such information and advice relating to the economy, securities and
commodities markets and securities and commodities as it deems necessary or
useful to discharge its duties hereunder; shall continuously invest the
assets of the Fund with respect to assets allocated to its discretionary
management in a manner consistent with the investment objectives and policies
and restrictions of the Fund (for this purpose the Fund's investment policies
and restrictions shall be applied on a percentage basis as if MSAM Assets
represent 100% of the Fund's assets); determine the securities and
commodities with respect to assets allocated to its discretionary management
to be purchased, sold or otherwise disposed of by the Fund and the timing of
such purchases, sales and dispositions; and shall take such further action,
including, the placing of
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purchase and sale orders on behalf of the Fund with respect to assets
allocated to its discretionary management, as MSAM shall deem necessary or
appropriate. MSAM shall also furnish to or place at the disposal of the Fund
such of the information, evaluations, analyses and opinions formulated or
obtained by MSAM in the discharge of its duties as the Fund may, from time to
time, reasonably request.
2. Cash resulting from sales and redemption of Fund shares shall in each
case be allocated equally between TCW and MSAM. Redemptions shall be funded
equally out of the assets managed by each of TCW and MSAM.
3. MSAM may, at its own expense, enter into Sub-Advisory Agreements with
sub-advisers to make determinations as to the securities and commodities to
be purchased, sold or otherwise disposed of by the Fund and the timing of
such purchases, sales and dispositions and to take such further action,
including the placing of purchase and sale orders on behalf of the Fund, as
the sub-advisers, in consultation with MSAM, shall deem necessary or
appropriate; provided that MSAM shall be responsible for monitoring
compliance by such sub-advisers with the investment policies and restrictions
of the Fund and with such other limitations or directions as the Trustees of
the Fund may from time to time prescribe.
4. MSAM 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 MSAM shall be deemed to include persons
employed or otherwise retained by MSAM to furnish statistical and other
factual data, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as MSAM may desire. MSAM shall provide the Fund's
manager with such records and information as may reasonably be required by
the Fund's manager pursuant to its obligations under its management agreement
with the Fund to maintain the Fund's books and records.
5. The Fund will, from time to time, furnish or otherwise make available
to MSAM such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as MSAM may reasonably
require in order to discharge its duties and obligations hereunder.
6. MSAM shall bear the cost of rendering the investment advisory services
to be performed by it under this Agreement, and shall, at its own expense,
pay the compensation of its directors, officers and employees, if any, who
are also Trustees or officers of the Fund.
7. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund (except expenses borne by the Fund's manager pursuant to a
management agreement with the Fund), including without limitation: fees
pursuant to any management agreement into which the Fund may enter; fees
pursuant to any plan of distribution that the Fund may adopt; the charges and
expenses of any registrar, any custodian or depository appointed by the Fund
for the safekeeping of its cash, portfolio securities or commodities and
other property, and any stock transfer or dividend agent or agents appointed
by the Fund; brokers' commissions chargeable to the Fund in connection with
portfolio transactions to which the Fund is a party; all taxes, including
securities or commodities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the cost and
expense of engraving or printing of certificates representing shares of the
Fund; all costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other jurisdictions (including
filing fees and legal fees and disbursements of counsel and the costs and
expenses of preparing, printing, including typesetting, and distributing
prospectuses and statements of additional information for such purposes); all
expenses of shareholders' and Trustees' meetings and of preparing, printing
and mailing proxy statements and reports
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to shareholders; fees and travel expenses of Trustees or members of any
advisory board or committee who are not employees of MSAM or the Fund's
manager or any corporate affiliate of either of them; all expenses incident
to the payment of any dividend or distribution program; charges and expenses
of any outside service used for pricing of the Fund's shares; charges and
expenses of legal counsel, including counsel to the Trustees of the Fund who
are not interested persons (as defined in the Act) of the Fund or MSAM or the
Fund's manager, and of independent accountants, in connection with any matter
relating to the Fund; membership dues of industry associations; interest
payable on Fund borrowings; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims
and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.
8. For the services to be rendered by MSAM, the Fund shall pay to MSAM
monthly compensation, calculated from the day following the date of this
Agreement, determined by applying the annual rate of 0.50% to the Fund's
average daily net assets and multiplying that number by the percentage of the
Fund's total assets represented by the MSAM Assets. Except as hereinafter set
forth, compensation under this Agreement shall be calculated and accrued
daily and paid monthly by applying 1/365ths of the annual rates to the Fund's
net assets determined as of the close of business on that day or the last
previous business day. If this Agreement becomes effective subsequent to the
first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above.
9. MSAM will use its best efforts in its investment of the MSAM Assets,
but in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, MSAM shall not be liable to
the Fund or any of its investors for any error of judgment or mistake of law
or for any act or omission by MSAM or for any losses sustained by the Fund or
its investors. MSAM shall not be liable in any respect to the Fund with
regard to assets of the Fund that are not MSAM Assets. MSAM 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.
10. Nothing contained in this Agreement shall prevent MSAM or any
affiliated person of MSAM from acting as investment adviser or manager for
any other person, firm or corporation (including any other investment
company), whether or not the investment objectives or policies of any such
other person, firm or corporation are similar to those of the Fund, and shall
not in any way bind or restrict MSAM or any such affiliated person from
buying, selling or trading any securities or commodities for their own
accounts or for the account of others for whom MSAM or any such affiliated
person may be acting. Nothing in this Agreement shall limit or restrict the
right of any trustee, officer or employee of MSAM to engage in any other
business or to devote his time and attention in part to the management or
other aspects of any other business whether of a similar or dissimilar
nature.
11. This Agreement shall remain in effect until , 1999 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 Board of 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 MSAM, either by majority vote of the Trustees
of the Fund or by the vote of a majority of the outstanding voting securities
of the Fund; (b) this
B-3
<PAGE>
Agreement shall immediately terminate in the event of its assignment (to the
extent required by the Act and the rules thereunder) unless such automatic
terminations shall be prevented by an exemptive order of the Securities and
Exchange Commission; and (c) MSAM may terminate this Agreement without
payment of penalty on thirty days' written notice to the Fund. Any notice
under this Agreement shall be given in writing, addressed and delivered, or
mailed post-paid, to the other party at the principal office of such party.
12. This Agreement may be amended by the parties without the vote or
consent of the shareholders of the Fund to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the Fund
nor MSAM shall be liable for failing to do so.
13. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the Advisers Act or any
rules, regulations or orders of the Securities and Exchange Commission, the
latter shall control.
14. The Amended and Restated Declaration of Trust of TCW/DW Emerging
Markets Opportunities Trust, dated , 1998, a copy of which, together
with all amendments thereto (the "Declaration"), is on file in the office of
the Secretary of the Commonwealth of Massachusetts, provides that the name
TCW/DW Emerging Markets Opportunities Trust refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally;
and no Trustee, shareholder, officer, employee or agent of TCW/DW Emerging
Markets Opportunities Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said
TCW/DW Emerging Markets Opportunities Trust, but the Trust Estate only shall
be liable.
B-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on the day and year first above written in New York,
New York.
TCW/DW EMERGING MARKETS
OPPORTUNITIES TRUST
By:
.................................
Attest:
.....................................
MORGAN STANLEY ASSET
MANAGEMENT INC.
By:
.................................
Attest:
....................................
B-5
<PAGE>
EXHIBIT C
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 October 31, 1997.
<TABLE>
<CAPTION>
ANNUAL
MANAGEMENT
FEE AS PERCENT
NET ASSETS ON OF AVERAGE
NAME OCTOBER 31, 1997 NET ASSETS
- ------------------------------------------------ ---------------- --------------
<S> <C> <C>
TCW/DW Emerging Markets Opportunities Trust ..... $282,070,894 (1)
TCW Galileo Funds, Inc.
TCW Galileo Asia Pacific Equities Fund ......... $ 21,327,220 (2)
TCW Galileo Emerging Markets Equities Fund ..... $ 47,736,986 (2)
TCW Galileo Latin America Equities Fund ........ $ 55,299,505 (2)
TCW/DW Latin American Growth Fund................ $292,023,583 (3)
Dean Witter Select Dimensions Investment Series
- --Emerging Markets Portfolio ..................... $ 24,321,302 (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-Advisory Agreement.
C-1
<PAGE>
EXHIBIT D
MSAM serves 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 October 31, 1997.
<TABLE>
<CAPTION>
ANNUAL
MANAGEMENT
FEE AS PERCENT
NET ASSETS ON OF AVERAGE
NAME OCTOBER 31, 1997 NET ASSETS
- ------------------------------------------------- ---------------- --------------
<S> <C> <C>
Morgan Stanley Institutional Fund, Inc.
Emerging Markets Portfolio ...................... $ (1)
Morgan Stanley Universal Funds, Inc.
Emerging Markets Equity Portfolio ............... $ (2)
Morgan Stanley Emerging Markets Fund, Inc. ...... $ (3)
Morgan Stanley Fund, Inc.
Emerging Markets Fund ........................... $ (4)
EQ Advisors Trust
Morgan Stanley Emerging Markets Equity Portfolio $ (5)
</TABLE>
- ------------
(1) 1.25% of the fund's average daily net assets. MSAM has agreed to waive
its advisory fees and/or to reimburse this fund, if necessary, if such
fees would cause the fund's total annual operating expenses, as a
percentage of average daily net assets, to exceed 1.75% of Class A
shares and 2.00% of Class B shares.
(2) 1.25% of the first $500 million; 1.20% from $500 million to $1 billion;
1.15% on excess over $1 billion as a percentage of average daily net
assets. MSAM has agreed to waive its advisory fees and agreed to
reimburse the Portfolio, if necessary, if such fees would cause the
total annual operating expenses of the Portfolio, as a percentage of
average daily net assets, to exceed 1.75%.
(3) 1.25% of average daily net assets.
(4) If average daily net assets are less than or equal to $500 million, Van
Kampen American Capital ("VKAC") will pay MSAM 50% of the total
investment advisory fee payable to VKAC (after application of any fee
waivers in effect) for such monthly period. If average daily net assets
are greater than $500 million, VKAC will pay MSAM a fee for such
monthly period equal to the greater of (a) 50% of what the total
advisory fee payable to VKAC (after application of any fee waivers in
effect) for such period would have been had the fund's average daily
net assets been equal to $500 million; or (b) 45% of the total advisory
fee payable to VKAC by the fund (after application of any fee waivers
in effect) for such monthly period. VKAC charges an advisory fee of
1.25% of average daily net assets. VKAC may voluntarily undertake to
reduce this fund's expenses by reducing the fees payable to it to the
extent of, or bearing expenses in excess of, such limitations as it may
establish.
(5) 1.15% of up to and including $100 million; .90% between $100 million
and $150 million; .80% between $150 million and $200 million; .60%
between $200 million and $500 million; .40% on excess over $500 million
as a percentage of average daily net assets.
D-1
<PAGE>
EXHIBIT E
TCW London International, Limited 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 October 31, 1997.
<TABLE>
<CAPTION>
ANNUAL
MANAGEMENT
FEE AS PERCENT
NET ASSETS ON OF AVERAGE
NAME OCTOBER 31, 1997 NET ASSETS
- ------------------------------------------------- ---------------- --------------
<S> <C> <C>
TCW/DW Emerging Markets Opportunities Trust ...... $282,070,894 (1)
TCW Galileo Funds, Inc.
TCW Galileo Emerging Markets Fund................ $ 47,736,986 (2)
Dean Witter Select Dimensions Investment Series--
Emerging Markets Portfolio ...................... $ 24,321,302 (3)
</TABLE>
- ------------
(1) 0.50% of the Trust's weekly net assets.
(2) 1.00% of the Fund's annual net asset value.
(3) 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-Advisory Agreement.
E-1
<PAGE>
EXHIBIT F
TCW Asia Limited 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 October 31, 1997.
<TABLE>
<CAPTION>
ANNUAL
MANAGEMENT
FEE AS PERCENT
NET ASSETS ON OF AVERAGE
NAME OCTOBER 31, 1997 NET ASSETS
- ------------------------------------------------- ---------------- --------------
<S> <C> <C>
TCW/DW Emerging Markets Opportunities Trust ...... $282,070,894 (1)
TCW Galileo Funds, Inc.
TCW Galileo Asia Pacific Equities Fund........... $ 21,327,220 (2)
TCW Galileo Emerging Markets Equities Fund ...... $ 47,736,986 (2)
Dean Witter Select Dimensions Investment Series--
Emerging Markets Portfolio....................... $ 24,321,302 (3)
</TABLE>
- ------------
(1) 0.50% of the Trust's weekly net assets.
(2) 1.00% of the Fund's annual net asset value.
(3) 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-Advisory Agreement.
F-1
<PAGE>
EXHIBIT G
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1998 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 a Co-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
G-1
<PAGE>
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.
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 Fund's average daily 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 daily 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
Fund 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 Fund.
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 , 1999 and from year
to year thereafter provided such continuance is approved at least annually
by the vote of holders of a
G-2
<PAGE>
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.
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.
G-3
<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.
TCW FUNDS MANAGEMENT, INC.
By: ........................
Name:
Title:
Attest: ..............................
Name:
Title:
TCW LONDON INTERNATIONAL LIMITED
By: ........................
Name:
Title:
Attest: ..............................
Name
Title:
Accepted and Agreed to as of
the Day and Year First Above Written:
TCW/DW EMERGING MARKETS
OPPORTUNITIES TRUST
BY: ..................................
ATTEST: ..............................
G-4
<PAGE>
EXHIBIT H
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1998 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 a Co-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.
H-1
<PAGE>
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.
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 Fund's average daily 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 daily 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
Fund 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 Fund.
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 , 1999 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
H-2
<PAGE>
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.
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 Asia shall be liable for failing to do so.
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.
H-3
<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.
TCW FUNDS MANAGEMENT, INC.
By: ..............................
Name:
Title:
Attest: .............................
Name:
Title:
TCW ASIA LIMITED
By: ..............................
Name:
Title:
Attest: ..............................
Name:
Title:
Accepted and Agreed to as of
the Day and Year First Above Written:
TCW/DW EMERGING
MARKETS OPPORTUNITIES TRUST
By: ..................................
Attest: .............................
H-4
<PAGE>
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1998
The undersigned shareholder of TCW/DW Emerging Markets Opportunities Trust
does hereby appoint BARRY FINK, ROBERT M. SCANLAN and ROBERT GIAMBRONE and
each of them, as attorneys-in-fact and proxies of the undersigned, each with
the full power of substitution, to attend the Special Meeting of Shareholders
of TCW/DW Emerging Markets Opportunities Trust to be held on January 12, 1998
at the Career Development Room, Sixty-First Floor, Two World Trade Center,
New York, New York at 9:00 a.m., New York time, and at all adjournments
thereof and to vote the shares held in the name of the undersigned on the
record date for said meeting for the Proposals specified on the reverse side
hereof. Said attorneys-in-fact shall vote in accordance with their best
judgment as to any other matter.
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED
BY THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
X PLEASE MARK BOXES
IN BLACK OR BLUE INK
The Proposals:
FOR AGAINST ABSTAIN
(1) Approval of a new Co-Investment [ ] [ ] [ ]
Advisory Agreement between TCW/DW
Emerging Markets Opportunities Trust
(the "Trust") and TCW Funds Management, Inc.
FOR AGAINST ABSTAIN
(2) Approval of a new Co-Investment Advisory [ ] [ ] [ ]
Agreement between the Trust and Morgan Stanley
Asset Management Inc.
FOR AGAINST ABSTAIN
(3) Approval of a new Sub-Advisory Agreement [ ] [ ] [ ]
between TCW Funds Management, Inc. and TCW
London International, Limited.
FOR AGAINST ABSTAIN
(4) Approval of a new Sub-Advisory Agreement [ ] [ ] [ ]
between TCW Funds Management, Inc. and TCW
Asia Limited.
Date
------------------------------
Please make sure to sign and date this Proxy using black or blue ink.
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.
----------------------------------------------
----------------------------------------------
Shareholder sign in the box above
----------------------------------------------
----------------------------------------------
Co-Owner (if any) sign in the box above
- -------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
- -------------------------------------------------------------------------------
IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.
- -------------------------------------------------------------------------------
