<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
TCW/DW Emerging Markets Opportunities Trust
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(Name of Registrant as Specified in its Charter)
LouAnne McInnis
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state how
it was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 8, 1999
A Special Meeting of Shareholders ("Meeting") of TCW/DW EMERGING MARKETS
OPPORTUNITIES TRUST (the "Fund"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, will be held in Conference
Room A, Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048, on
June 8, 1999 at 1:00 P.M., New York City time, for the following purposes:
1. To approve or disapprove a Plan of Liquidation and Dissolution to
terminate the Fund; and
2. 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 March 12, 1999 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose. Alternatively, if you are eligible to vote telephonically by touchtone
telephone or electronically on the Internet (as discussed in the enclosed proxy
statement), you may do so in lieu of attending the Meeting in person.
In the event that the necessary quorum to transact business at the
Meeting, or the vote required to approve or reject any proposal is not
obtained, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the Fund's
shares present in person or by proxy at the Meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal to approve the Plan of Liquidation
and Dissolution and will vote against such adjournment those proxies required
to be voted against that proposal.
BARRY FINK,
Secretary
March 23, 1999
New York, New York
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IMPORTANT
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. CERTAIN SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE
TELEPHONE OR ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS
CONTAINED ON THEIR PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
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<PAGE>
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
----------------
PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
JUNE 8, 1999
This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST (the
"Fund"), for use at the Special Meeting of Shareholders of the Fund to be held
on June 8, 1999, and at any adjournments thereof (the "Meeting").
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of Proposal 1 set forth in the Notice
of Special Meeting. A proxy may be revoked at any time prior to its exercise by
any of the following: written notice of revocation to the Secretary of the
Fund, execution and delivery of a later dated proxy to the Secretary of the
Fund (whether by mail or, as discussed below, by touchtone telephone or the
Internet) (if returned and received in time to be voted), or attendance and
voting at the Meeting. Attendance at the Meeting will not in and of itself
revoke a proxy.
Shareholders as of the close of business on March 12, 1999, the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting, are entitled to one vote for each share held and a fractional vote
for a fractional share. On March 12, 1999 there were outstanding 5,514,285
shares of beneficial interest of the Fund, all with $0.01 par value. The
following persons were known to own of record or beneficially 5% or more of the
outstanding shares of a Class of the Fund as of that date: Class B -- Richard
J. Mitchell & Patricia E. Mitchell, JTTEN, 19710 58th Pl. South, Kent, WA
98032-3103 (8.9%) and Dean Witter Reynolds ("DWR") Cust for Ernest C. Dowless,
IRA Rollover Dtd 10/15/98, 107 Middle Brook Rd., Greer, SC 29650-3406 (5.6%).
Class C -- DWR Cust for William L. Swanberg, IRA Rollover Dtd 04/28/98, 9234 S.
Millard, Evergreen Park, IL 60805-1406 (13.6%); DWR Cust for Carol Keller, IRA
Rollover Dtd 09/20/93, 14557 Roberts Rd., Thornville, OH 43076-9211 (13.4%);
DWR Cust for Frances Kay Hooper, IRA Std/Rollover Dtd 11/23/98, 270 St. Rt. 142
NE, W. Jefferson, OH 43162-9503 (13%); William L. Swanberg & Ona J. Swanberg,
JTWROS, 9234 S. Millard, Evergreen Pk, Il 60805-1406 (12.5%); Morgan Stanley
Dean Witter Advisors Inc. ("MSDW Advisors"), Attn: Maurice Bendrihem, 2 World
Trade Center, 70th Fl., New York, NY 10048-0203 (12.3%); Mr. Othmar Buff & Mrs.
Marie Buff, JTWROS, 44 6th St., Garden City Park, NY 11040-4110 (8.1%); DWR
Cust for Marjorie A. Potts, IRA STD/Rollover Dtd 12/07/93, 3278 Tareyton Dr.,
Grove City, OH 43123-1839 (8.1%); DWR Cust for Loretta Rutkowski, IRA Rollover
Dtd 12/15/97, 4915 S. Eagle Circle, Aurora, CO 80015-2201 (7.7%) and DWR Cust
for Ruby A. Powell, IRA Rollover Dtd 12/30/97, 705 N. Main St., Corona, CA
91720-1440 (5.5%). Class D -- MSDW Advisors, Attn: Maurice Bendrihem, 2 World
Trade Center, New York, NY 10048-0203 (99.9%). The Trustees and officers of the
Fund, together, owned less than 1% of the Fund's outstanding shares on that
date. The percentage ownership of shares of the Fund changes from time to time
depending on purchases and redemptions by shareholders and the total number of
shares outstanding. The first mailing of this proxy statement is expected to be
made on or about March 23, 1999.
The cost of soliciting proxies for the Meeting, estimated at approximately
$26,000, consisting principally of printing and mailing expenses, will be borne
by the Fund. The solicitation of proxies will be by mail, which may
2
<PAGE>
be supplemented by solicitation by mail, telephone or otherwise through
Trustees, officers of the Fund, officers and regular employees of Morgan
Stanley Dean Witter Services Company Inc. ("MSDW Services" or the "Manager") or
its parent company, Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"),
Morgan Stanley Dean Witter Trust FSB ("MSDW Trust") and/or Dean Witter Reynolds
Inc. ("DWR") without special compensation therefor. The business address of the
aforementioned entities (other than MSDW Trust) as well as Morgan Stanley Dean
Witter Distributors is Two World Trade Center, New York, New York.
Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this proxy statement. To vote by touchtone telephone, shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to shareholders whose shares are
held in street name.
In certain instances, MSDW Trust, an affiliate of MSDW Advisors, may call
shareholders to ask if they would be willing to have their votes recorded by
telephone. This telephone voting procedure is designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a shareholder should vote on the Proposal other than to refer to the
recommendation of the Board. The Fund has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a shareholder's vote may be taken by
telephone, each shareholder will receive a copy of this proxy statement and may
vote by mail using the enclosed proxy card or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the vote that
is counted and will revoke all previous votes by the shareholder.
(1) APPROVAL OR DISAPPROVAL
OF PLAN OF LIQUIDATION AND DISSOLUTION
TO TERMINATE THE FUND
On February 25, 1999, the Board of Trustees, following deliberation and
review of a proposal by the Fund's management, determined that it would be
advisable that the Fund be liquidated and dissolved in accordance with
Massachusetts law. Accordingly, the Board approved the termination of the Fund,
subject to shareholder approval, pursuant to a Plan of Liquidation and
Dissolution (the "Plan"). A copy of the Plan is attached as Exhibit A. At the
Meeting, shareholders of the Fund will vote on the Plan. The Plan provides for
the liquidation of the Fund's assets and the distribution to shareholders of
the Fund of all of the proceeds of such liquidation, which will be in cash
form, less an amount to be provided for debts and liabilities of the Fund.
The favorable vote of a majority of the outstanding shares represented and
entitled to vote at the Meeting is required for approval of the Plan.
BACKGROUND OF AND REASON FOR THE PLAN
The Fund initially was registered under the Investment Company Act of 1940
as a closed-end management investment company, and, following an initial public
offering of its shares, commenced operations on March 30,
3
<PAGE>
1994. On July 22, 1997, a majority of the Fund's shareholders voted to convert
the Fund to an open-end, multi-class management investment company which
conversion became effective on January 26, 1998 (the "Conversion Date"). As a
result of the Fund's conversion to open-end status, the Fund's assets declined
significantly from approximately $305 million at January 31, 1997 to
approximately $169 million at January 31, 1998, several days after the
Conversion Date. Since the Conversion Date, the Fund's assets have continued to
decline, falling to approximately $80 million at July 31, 1998, the Fund's
semi-annual period, and declining further to approximately $56 million at
January 31, 1999, the Fund's fiscal year end.
MSDW Advisors, MSDW Services, TCW Funds Management Inc. (the "Adviser")
and Morgan Stanley Dean Witter Distributors Inc., the distributor of the Fund's
shares (the "Distributor") (collectively, "Management"), believe that the Fund
may continue to experience a material decline in assets in the foreseeable
future and because of the inefficiencies, higher costs and disadvantageous
economies of scale attendant with a smaller and declining asset base, the
Fund's Management has concluded that it would be in the best interests of the
Fund and its shareholders to liquidate the Fund and has recommended that this
course of action be considered by the Fund's Board of Trustees.
At a meeting on February 25, 1999, the Board of Trustees considered
whether it would be appropriate to liquidate the Fund and, after careful
consideration of the matter, the Board approved the liquidation and termination
of the Fund pursuant to the terms of the Plan. The Board also directed that the
Plan be submitted to shareholders for approval. In evaluating the Plan, the
Trustees considered a number of factors, including the amount of the Fund's
total assets, the increase in the Fund's expense ratios, the continued decline
in the Fund's assets since the Conversion Date, the likelihood of whether
additional sales of the Fund's shares could increase the assets to a more
viable level and the absence of another investment company advised by MSDW
Advisors or the Adviser that would be appropriate for a possible merger. Based
on consideration of the foregoing and all other factors deemed relevant by it,
the Board of Trustees determined that adoption of the Plan was in the best
interests of the Fund and its shareholders. In view of this determination, the
Board instructed the Distributor, to suspend all further sales of each class of
the Fund's shares pending shareholder consideration of the Plan, with the
exception of shares sold pursuant to the reinvestment of dividends and other
distributions. Because of the suspension of sales, the Board also determined
that accrual of payments to the Distributor, pursuant to the distribution plan
with respect to Class A, Class B and Class C shares of the Fund adopted
pursuant to Rule 12b-1, should be terminated effective February 26, 1999.
If shareholders of the Fund fail to approve the Plan, the Fund will not be
liquidated and will continue to operate and be managed in accordance with the
investment objective and policies of the Fund as currently in effect. However,
in such case, the Trustees would determine what alternative action, if any,
should be taken.
SUMMARY OF THE PLAN
Effective date of the Plan and cessation of the Fund's activities as an
investment company. The Plan will become effective on the date of its approval
by shareholders (the "Effective Date"). Following shareholder approval, the
Fund will, as soon as reasonable and practicable after the Effective Date,
complete the sale of the portfolio securities it holds in order to convert its
assets to cash and will not engage in any business activity except for the
purpose of winding up its business and affairs, preserving the value of its
assets and distributing assets to shareholders after the payment to (or
reservation of assets for payment to) all creditors of the Fund. After the
distribution of assets to shareholders, the Fund will be dissolved in
accordance with the Plan and Massachusetts law. The Plan provides that the
Trustees may authorize such variations from, or amendments to, the provisions
of the Plan as may be necessary or appropriate to effect the dissolution,
complete liquidation and termination of the existence of the Fund in accordance
with the purposes to be accomplished by the Plan.
4
<PAGE>
Liquidating Distribution. As soon as practicable after the Effective Date,
and in any event within 60 days thereafter, the Fund will mail to each
shareholder of record who has not redeemed their shares a liquidating
distribution equal to the shareholder's proportionate interest by class in the
remaining assets of the Fund and information concerning the sources of the
liquidating distribution. No contingent deferred sales charge will be applied
to any Class A, Class B or Class C shares held until the final liquidating
distribution. Shareholders who redeem their Class A, Class B or Class C shares
prior to such liquidating distribution will be charged a contingent deferred
sales charge, if applicable, upon redemption of their shares.
Continued Operation of the Fund. The adoption of the Plan will not affect
the right of each class of shareholders to redeem shares of the Fund at their
then current net asset value per share. All officers of the Fund, as well as
all entities serving the Fund, will continue in their present positions and
capacities until such time as the Fund is liquidated and dissolved.
PROCEDURE FOR DISSOLUTION
The Plan provides for the termination of the Fund under the laws of the
Commonwealth of Massachusetts. The Fund intends to file an appropriate notice
of termination with the Office of the Secretary of State of Massachusetts. Such
notice will state that the Trustees approved the termination of the Fund
pursuant to the Plan and will specify the exact date of termination.
Massachusetts law does not provide rights of appraisal or similar rights of
dissent to shareholders with respect to the proposed liquidation and
termination.
TAX EFFECTS OF LIQUIDATION
The Fund has been advised by its special tax counsel, Gordon Altman
Butowsky Weitzen Shalov & Wein, that, upon the liquidation of the Fund,
shareholders will realize a capital gain or loss to the extent that the amount
received upon liquidation exceeds or is less than the shareholder's adjusted
basis in his or her shares of the Fund. The realized gain or loss will be
long-term or short-term depending upon whether the shareholder has held shares
for more or less than one year.
The Fund qualified as a regulated investment company for federal income
tax purposes for its fiscal year ended January 31, 1999, and has continued to
so qualify. Following completion of the proposed liquidation and dissolution,
shareholders will be furnished information concerning the tax treatment of all
dividend and other distributions, including final liquidation distributions,
made by the Fund.
Certain shareholders who have not furnished a correct taxpayer
identification number may be subject to backup withholding at a rate of 31% of
the amount of distributions. The above discussion does not address the
treatment of tax-exempt shareholders or nonresident shareholders. In addition,
the treatment of state or local taxes is not discussed. Shareholders are urged
to consult with their own tax advisers with respect to such issues.
DE-REGISTRATION AS AN INVESTMENT COMPANY
Promptly after the dissolution of the Fund, an application will be filed
with the Securities and Exchange Commission for an order declaring that the
Fund has ceased to be an investment company. Upon issuance of such an order,
the Fund will no longer be registered under or subject to the provisions of the
Investment Company Act of 1940.
THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS APPROVE THE PLAN
OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.
5
<PAGE>
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business at the
Meeting, or the vote required to approve or reject any proposal is not
obtained, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the Fund's
shares present in person or by proxy at the Meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal to approve the Plan of Liquidation
and Dissolution and will vote against such adjournment those proxies required
to be voted against such proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the meeting for purposes of determining whether 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
In the event that the Fund is not liquidated and dissolved, any proposals
of security holders intended to be presented at the next meeting of
shareholders should be presented 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 FUND'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED JANUARY
31, 1999, HAS BEEN SENT PREVIOUSLY TO THE TRUST'S SHAREHOLDERS AND IS AVAILABLE
WITHOUT CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT MORGAN STANLEY DEAN
WITTER TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW
JERSEY 07311 (TELEPHONE 1-800-869-NEWS (TOLL FREE)).
OTHER BUSINESS
Management of the Fund knows of no other matters which may be presented at
the Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment on
such matters.
By Order of the Trustees
BARRY FINK
Secretary
6
<PAGE>
EXHIBIT A
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of TCW/DW
Emerging Markets Opportunities Trust (the "Fund"), a trust organized and
existing under the laws of the Commonwealth of Massachusetts, which has most
recently operated as an open-end non-diversified management investment company
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), is intended to accomplish the complete liquidation
and dissolution of the Fund in conformity with the provisions of the Fund's
Declaration of Trust dated December 22, 1993 and, as amended and restated on
January 14, 1998 (the "Declaration"), and under Massachusetts law.
WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Fund and its shareholders to
liquidate and to dissolve the Fund, and the Board, on February 25, 1999,
considered the matter and determined to recommend the termination of the Fund
pursuant to this Plan;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of shareholders of the
Fund ("Meeting") called for the purpose of voting upon the Plan, by the
favorable vote of a majority of the outstanding shares of the Fund represented
and entitled to vote at the Meeting. The date of such adoption and approval of
the Plan by shareholders is hereinafter called the "Effective Date."
2. Dissolution. As promptly as practicable after the Effective Date,
consistent with the provisions of this Plan, the Fund shall be liquidated and
dissolved pursuant to applicable provisions of Massachusetts law.
3. Cessation of Business. After the Effective Date, the Fund shall not
engage in any business activities except for the purpose of winding up its
business and affairs, preserving the value of its assets and distributing its
assets to shareholders in accordance with the provisions of this Plan after the
payment to (or reservation of assets for payment to) all creditors of the Fund;
provided that the Fund shall, prior to the making of the final liquidating
distribution, continue to honor requests for the redemption of shares and may,
as determined to be appropriate by the Board, make payment of dividends and
other distributions to shareholders and permit the reinvestment thereof in
additional shares.
4. Liquidation of Assets. The Fund shall cause the liquidation of its
assets to cash form as soon as is practicable consistent with the terms of the
Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the
Fund shall determine and pay (or reserve sufficient amounts to pay) the amount
of all known or reasonably ascertainable liabilities of the Fund incurred or
expected to be incurred prior to the date of the liquidating distribution
provided in Section 6 below.
6. Liquidating Distribution. As soon as practicable after the Effective
Date, and in any event within sixty (60) days thereafter, the Fund will mail
the following to each class of shareholder of record who has not redeemed its
shares: (i) a liquidating distribution equal to the shareholder's proportionate
interest by class in the remaining assets of the Fund (after the payments and
creation of the reserves contemplated by Section 5 above); and (ii) information
concerning the sources of the liquidating distribution.
A-1
<PAGE>
7. Expenses of Liquidation and Dissolution. Except as may be otherwise
agreed to among the Fund, its manager and its investment adviser, all expenses
incurred by or allocable to the Fund in carrying out this Plan, deregistering
the Fund as an investment company, and dissolving the Fund, shall be borne by
the Fund.
8. Power of the Board of Trustees. The Board and, subject to the general
direction of the Board, the officers of the Fund, shall have authority to do or
to authorize any or all acts and things as provided for in this Plan and any
and all such further acts and things as they may consider necessary or
desirable to carry out the purposes of this Plan, including without limitation,
the execution and filing of all certificates, documents, information returns,
tax returns, forms, and other papers which may be necessary or appropriate to
implement this Plan or which may be required by the provisions of the
Investment Company Act, the Securities Act of 1933, as amended, and the
applicable Massachusetts law.
The death, resignation or other disability of any Trustee or any officer
of the Fund shall not impair the authority of the surviving or remaining
Trustees or officers to exercise any of the powers provided for in this Plan.
9. Amendment of the Plan. The Board shall have the authority to authorize
such variations from or amendments to the provisions of this Plan (other than
the terms of the liquidating distribution) as may be necessary or appropriate
to effect the dissolution, complete liquidation and termination of existence of
the Fund, and the distribution of assets to shareholders in accordance with the
purposes intended to be accomplished by this Plan.
A-2
<PAGE>
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Robert S.
Giambrone, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW/DW Emerging Markets Opportunities Trust on June 8, 1999 at 1:00 p.m., New
York City time, and at any adjournment thereof, on the proposal set forth in
the Notice of Meeting dated March 23, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
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TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
PLEASE MARK VOTES AS
IN THE EXAMPLE USING [X]
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
Approval of Plan of Liquidation and [ ] [ ] [ ]
Dissolution to Terminate the Fund:
Please make sure to sign and date this Proxy using black or blue ink.
Date
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST
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IMPORTANT
USE ONE OF THE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY
HERE" LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12 DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
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