<PAGE>
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 Section240.14a-11(c) or
Section240.14a-12
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS
INVESTMENT SERIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TODD LEBO
- --------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / 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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<PAGE>
PRELIMINARY FILING -- FOR USE BY THE SECURITIES AND EXCHANGE COMMISSION ONLY
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
MID-CAP GROWTH PORTFOLIO
UTILITIES PORTFOLIO
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 4, 1999
------------------------
Notice is hereby given that a Special Meeting of Shareholders of the Mid-Cap
Growth Portfolio and the Utilities Portfolio of MORGAN STANLEY DEAN WITTER
SELECT DIMENSIONS INVESTMENT SERIES (the "Fund") will be held in the Conference
Room A, 44th Floor, 2 World Trade Center, New York, New York 10048, on August 4,
1999 (the "Meeting"), at 10:30 a.m., New York City time, for the following
purposes:
1. For the Mid-Cap Growth Portfolio only, to approve or disapprove a
sub-advisory agreement between Morgan Stanley Dean Witter Advisors Inc.
("MSDW Advisors") and TCW Funds Management, Inc. (to be voted on by
shareholders of the Mid-Cap Growth Portfolio only);
2. For the Utilities Portfolio only, to approve or disapprove a change
in that Portfolio's investment objective from an objective to provide
current income and long-term growth of income and capital, by investing
primarily in equity and fixed-income securities of companies engaged in the
public utilities industry to an investment objective to seek capital
appreciation and current income; (to be voted on by shareholders of the
Utilities Portfolio only);
3. For the Utilities Portfolio only, to approve or disapprove a change
in the Fund's investment restrictions to provide that each Portfolio of the
Fund may not: With the exception of the Utilities Portfolio, which will
invest 25% or more of the value of its total assets in the utilities
industry, invest 25% or more of the value of its total assets in securities
of issuers in any one industry....(to be voted on by shareholders of the
Utilities Portfolio only);
4. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on May 10, 1999 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with
respect to the Mid-Cap Growth Portfolio or the Utilities Portfolio, 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 shares of the Mid-Cap
Growth Portfolio and/or the Utilities Portfolio, as applicable, 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 Proposals 1, 2 and 3 and will vote against any such adjournment those proxies
to be voted against Proposals 1, 2 and 3.
BARRY FINK
SECRETARY
, 1999
New York, New York
<PAGE>
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU CAST YOUR VOTE:
FOR APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT FOR THE MID-CAP
GROWTH PORTFOLIO.
FOR APPROVAL OF THE CHANGE IN THE INVESTMENT OBJECTIVE OF THE
UTILITIES PORTFOLIO.
FOR APPROVAL OF THE CHANGE IN THE FUNDAMENTAL POLICIES OF THE
FUND, WITH RESPECT TO THE UTILITIES PORTFOLIO.
YOUR VOTE IS IMPORTANT
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
MID-CAP GROWTH PORTFOLIO
UTILITIES PORTFOLIO
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
AUGUST 4, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of MORGAN STANLEY DEAN
WITTER SELECT DIMENSIONS INVESTMENT SERIES (the "Fund") for use at the Special
Meeting of Shareholders of the Mid-Cap Growth Portfolio and the Utilities
Portfolio of the Fund to be held on August 4, 1999 (the "Meeting"), and at any
adjournments thereof. The first mailing of this Proxy Statement is expected to
be made on or about , 1999.
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 Proposals 1, 2 and 3 set forth in the
attached Notice of Special Meeting of Shareholders. A proxy may be revoked at
any time prior to its exercise by any of the following: written notice of
revocation to the Secretary of the Fund, execution and delivery of a later dated
proxy to the Secretary of the Fund (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.
The table below sets forth each Proposal and those shareholders who are
entitled to vote for each such Proposal.
<TABLE>
<CAPTION>
PORTFOLIO OF THE FUND PROPOSAL
- ------------------------------
<S> <C> <C> <C>
1 2 3
Mid-Cap Growth Portfolio...... x
Utilities Portfolio........... x x
</TABLE>
The Fund consists of thirteen separate Portfolios. The holders of shares
("Shareholders") of the Mid-Cap Growth Portfolio and the Utilities Portfolio of
the Fund of record as of the close of business on May 10, 1999, the record date
for the determination of Shareholders entitled to notice of and to vote at the
Meeting (the "Record Date"), are entitled to one vote for each share held and a
fractional vote for a fractional share. The table below sets forth the number of
shares outstanding for Mid-Cap Growth Portfolio and the Utilities Portfolio as
of the
2
<PAGE>
Record Date. The percentage ownership of shares of the Mid-Cap Growth Portfolio
and the Utilities Portfolio changes from time to time depending on purchases and
redemptions by Shareholders and the total number of shares outstanding.
<TABLE>
<CAPTION>
NUMBER OF SHARES OUTSTANDING
AS OF MAY 10, 1999 (RECORD
NAME OF PORTFOLIO DATE)
- ----------------------------------------------------------------------------------- ------------------------------
<S> <C>
Mid-Cap Growth Portfolio...........................................................
Utilities Portfolio................................................................
</TABLE>
The shares of the Fund are currently sold only to (1) Hartford Life
Insurance Company for allocation to certain of its separate accounts established
to fund the benefits under certain flexible premium deferred variable annuity
contracts and certain flexible premium variable life insurance policies it
issues, and to (2) ITT Hartford Life and Annuity Insurance Company for
allocation to certain of its separate accounts established to fund the benefits
under certain flexible premium deferred variable annuity contracts and certain
flexible premium variable life insurance policies it issues. Such separate
accounts are sometimes referred to individually as an "Account" and collectively
as the "Accounts." The variable annuity contracts issued by Hartford Life
Insurance Company and ITT Hartford Life and Annuity Insurance Company are
sometimes referred to as the "Variable Annuity Contracts." The variable life
insurance policies issued by Hartford Life Insurance Company and ITT Hartford
Life and Annuity Insurance Company are sometimes referred to as the "Variable
Life Policies." The Variable Annuity Contracts and the Variable Life Policies
are sometimes referred to as the "Contracts."
In accordance with their view of currently applicable law, Hartford Life
Insurance Company and ITT Hartford Life and Annuity Insurance Company will vote
the shares of each of the Mid-Cap Growth Portfolio and the Utilities Portfolio
held in the applicable Account based on instructions received from the owners of
Contracts ("Contract Owners") having the voting interest in the corresponding
Sub-Accounts of the Account. In connection with the solicitation of such
instructions from such Contract Owners, it is understood and expected that
Hartford Life Insurance Company and ITT Hartford Life and Annuity Insurance
Company will furnish a copy of this Proxy Statement to Contract Owners and that
Hartford Life Insurance Company and ITT Hartford Life and Annuity Insurance
Company will furnish to Contract Owners one or more instruction cards by which
the Contract Owners may provide their instructions to Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company. Shares for which no
instructions are received in time to be voted will be voted by Hartford Life
Insurance Company and ITT Hartford Life and Annuity Insurance Company in the
same proportion as shares for which instructions have been received in time to
be voted.
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$ , will be allocated between the Mid-Cap Growth Portfolio and the
Utilities Portfolio as follows: each Portfolio will pay its own mailing expenses
and its proportionate share of the expenses of printing this Proxy Statement.
The solicitation of proxies will be by mail, which may be supplemented by
solicitation by mail, telephone or otherwise through Trustees and officers of
the Fund and officers and regular employees of certain affiliates of the Fund,
including MSDW Advisors, Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"),
Morgan Stanley Dean Witter Services Company Inc. and/or Dean Witter Reynolds
Inc., without special compensation.
MSDW Trust may call Shareholders to ask if they would be willing to have
their votes recorded by telephone. The telephone voting procedure is designed to
authenticate Shareholders' identities, to allow Shareholders to authorize the
voting of their shares in accordance with their instructions and to confirm that
their instructions have been recorded properly. No recommendation will be made
as to how a Shareholder should vote on a Proposal
3
<PAGE>
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 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.
FOR THE MID-CAP GROWTH PORTFOLIO
(1) APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN MSDW
ADVISORS AND TCW FUNDS MANAGEMENT, INC. WITH RESPECT TO
THE MID-CAP GROWTH PORTFOLIO
BACKGROUND
Morgan Stanley Dean Witter Advisors Inc. (the "Investment Manager" or "MSDW
Advisors") currently serves as investment manager of the Mid-Cap Growth
Portfolio pursuant to an investment management agreement entered into by the
Fund on behalf of the Mid-Cap Growth Portfolio and MSDW Advisors (the
"Management Agreement"), and in that capacity, subject to the supervision of the
Trustees, supervises the investment activities of the Mid-Cap Portfolio. MSDW
Advisors is a wholly-owned subsidiary of Morgan Stanley Dean Witter & Co.
("MSDW").
Prior to the Meeting of the Board of Trustees on April 22, 1999, MSDW
Advisors recommended to the Board the selection of TCW Funds Management, Inc.
("TCW"), to act as the new sub-advisor to the Fund, subject to the overall
supervision of MSDW Advisors (see "TCW Funds Management Inc." below). TCW would
perform the same duties currently performed by MSDW Advisors. MSDW Advisors'
recommendation was based primarily on its favorable view of the organizational
depth, reputation, historical performance, expertise and experience of TCW. In
addition, MSDW Advisors recommended to the Board that upon the approval and
execution of a new sub-advisory agreement with TCW (the "New Sub-Advisory
Agreement"), the name of the Mid-Cap Growth Portfolio would be changed to the
Mid-Cap Equity Portfolio.
THE BOARD'S CONSIDERATION
The Board of the Fund met in person on April 22, 1999 for the purpose of
considering the selection of a new sub-advisor and adoption of the New
Sub-Advisory Agreement for the Mid-Cap Growth Portfolio (the "New Sub-Advisory
Agreement"). At their meeting in person on April 22, 1999, the Trustees
considered MSDW Advisors' recommendation. In particular, the Trustees considered
the performance of certain similar funds and accounts currently advised by TCW.
The Trustees also considered the quality and extent of the services proposed to
be provided by TCW, and the organizational depth, reputation and experience of
TCW in investing in equity securities. The Board was informed that, in managing
the portfolio of the Mid-Cap Growth Portfolio, TCW would implement certain
changes to the Mid-Cap Growth Portfolio's investment policies that the Board has
approved. These changes relate to implementing TCW's bottom-up investment
philosophy which emphasizes individual company selection. Proprietory research,
quantitative and qualitative standards are also used to screen companies to
provide a potential list of investment securities. TCW then subjects the list to
a fundamental analysis using a variety of criteria.
4
<PAGE>
The Board of Trustees found TCW's experience in investing in equity
securities and historical performance to be well suited for the Mid-Cap Growth
Portfolio. In addition, the Board of Trustees reviewed and discussed the terms
and provisions of the New Sub-Advisory Agreement. The terms of the New
Sub-Advisory Agreement are described under "The New Sub-Advisory Agreement,"
below. A form of the New Sub-Advisory Agreement is attached as EXHIBIT A. Based
on their consideration of the foregoing and such other factors as they deemed
relevant, the Trustees determined that it would be in the best interests of the
Mid-Cap Growth Portfolio and its Shareholders to select TCW to serve as
sub-advisor to the Mid-Cap Growth Portfolio pursuant to the New Sub-Advisory
Agreement. The Board considered the confluence of all the factors mentioned
above in arriving at its decision to approve the appointment of TCW as
sub-advisor and no one factor was given any greater weight than any of the
others.
Based upon the Board's review and evaluations of the materials described
above and its consideration of all factors deemed relevant, the Board determined
that the New Sub-Advisory Agreement is reasonable, fair and in the best
interests of the Mid-Cap Growth Portfolio and its Shareholders. Accordingly, the
Board, including all of the Independent Trustees, approved the New Sub-Advisory
Agreement and voted to recommend its approval to the Mid-Cap Growth Portfolio's
Shareholders.
THE NEW SUB-ADVISORY AGREEMENT
The New Sub-Advisory Agreement requires that the sub-advisor provide the
Mid-Cap Growth Portfolio with investment advisory services for its investments.
The investment advisory services that the sub-advisor is required to provide
include, among other things: obtaining and evaluating such information and
advice relating to the economy, securities markets and securities as it deems
necessary or useful to discharge its duties; continuously managing the assets of
the Mid-Cap Growth Portfolio in a manner consistent with the investment
objective and policies of the Mid-Cap Growth Portfolio, making decisions as to
foreign currency matters and making determinations as to forward foreign
exchange contracts and options and futures contracts in foreign currencies;
determining the securities to be purchased, sold or otherwise disposed of by the
Mid-Cap Growth Portfolio and the timing of such purchases, sales and
dispositions; taking such further action, including the placing of purchase and
sale orders on behalf of the Mid-Cap Portfolio, furnishing or placing at the
disposal of the Mid-Cap Portfolio and MSDW Advisors such of the information,
evaluations, analyses and opinions formulated or obtained by it in the discharge
of its duties as the Mid-Cap Portfolio and MSDW Advisors may, from time to time,
reasonably request.
The New Sub-Advisory Agreement provides that the sub-advisor shall, at its
own expense, maintain such staff and employ or retain such personnel and consult
with such other persons as it shall, from time to time, determine to be
necessary or useful to the performance of its obligations under the New
Sub-Advisory Agreement. The sub-advisor also bears other costs of rendering the
investment advisory services performed by it pursuant to the New Sub-Advisory
Agreement, including such clerical help and bookkeeping services as it may
require.
The New Sub-Advisory Agreement provides that, after its initial period of
effectiveness, it may be continued in effect from year to year, provided that
such continuance is approved by the vote of a majority of the outstanding voting
securities (as defined below) of the Mid-Cap Growth Portfolio or by the Trustees
of the Fund, and, in either event, by the vote cast in person by a majority of
the Independent Trustees at a meeting called for the purpose of voting on such
approval.
The New Sub-Advisory Agreement also provides that it may be terminated at
any time by the sub-advisor, MSDW Advisors, the Board (including a majority of
the Independent Trustees) or by a vote of the majority of the
5
<PAGE>
outstanding voting securities of the Mid-Cap Growth Portfolio (as defined
below), in each instance without the payment of any penalty, on thirty days'
notice. The New Sub-Advisory Agreement also terminates in the event of the
termination of the Management Agreement or in the event of its assignment.
TCW FUNDS MANAGEMENT, INC.
TCW, a California corporation, is a wholly-owned subsidiary of The TCW
Group, Inc. ("The TCW Group"), a Nevada corporation, whose direct and indirect
subsidiaries, including Trust Company of the West and TCW Asset Management
Company, provide a variety of trust, investment management and investment
advisory services. As of December 31, 1998, TCW and its affiliates had
approximately $55 billion under management or committed to management. Robert A.
Day may be deemed to be a control person of TCW by virtue of the aggregate
ownership of Mr. Day and his family of more than 25% of the outstanding voting
stock of The TCW Group. TCW is headquartered at 865 South Figueroa Street, Suite
1800, Los Angeles, California 90017.
Set forth below is the name and principal occupation of the principal
executive officer and each director of TCW.
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
- --------------------------------------------- --------------------------------------------------------------------------
<S> <C>
Marc I. Stern President and Director, The TCW Group; President, Vice Chairman and
CHAIRMAN AND DIRECTOR Director of TCW Asset Management Company; Executive Vice President,
Group Managing Director and Director of Trust Company of the West;
Chairman and Director of the TCW Galileo Funds, Inc.; Trustee of the
TCW/DW Funds; Director of Qualcomm, Incorporated (wireless
communications); Director or Trustee of various not-for-profit
organizations.
Thomas E. Larkin Executive Vice President and Director, The TCW Group; President and
VICE CHAIRMAN AND DIRECTOR Director of Trust Company of the West; Vice Chairman and Director of TCW
Asset Management Company; Member of the Board of Trustees of the
University of Notre Dame; Director of Los Angeles Orthopaedic Hospital
Foundation; President and Director of TCW Galileo Funds, Inc.; Senior
Vice President of TCW Convertible Securities Fund, Inc.; President and
Trustee of the TCW/DW Funds.
Alvin R. Albe, Jr. Executive Vice President of The TCW Group.
PRESIDENT, CHEIF EXECUTIVE OFFICER
AND DIRECTOR
</TABLE>
The business address of the foregoing Directors and Executive Officers is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
Appendix I lists the investment companies for which TCW provides investment
management or investment advisory services and which have similar investment
objectives to those of the Fund and sets forth the fees payable to TCW by such
companies and their net assets as of May 10, 1999.
6
<PAGE>
REQUIRED VOTE
The New Sub-Advisory Agreement cannot be implemented with respect to the
Mid-Cap Growth Portfolio unless approved at the Meeting, or any adjournment
thereof, by a majority of the outstanding voting securities of the Mid-Cap
Growth Portfolio. Such a majority means the affirmative vote of the holders of
(a) 67% or more of the shares of the Mid-Cap Growth Portfolio present, in person
or by proxy, at the Meeting, if the holders of more than 50% of the outstanding
shares are so present, or (b) more than 50% of the outstanding shares of the
Mid-Cap Growth Portfolio, whichever is less. In the event that Shareholders do
not approve the New Sub-Advisory Agreement by the required majority vote, the
Board will take such action as it deems in the best interests of the Mid-Cap
Growth Portfolio and its Shareholders, which may include calling a special
meeting of Shareholders to vote on another sub-advisory agreement.
THE TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES, OF THE FUND RECOMMEND
THAT SHAREHOLDERS OF THE MID-CAP GROWTH PORTFOLIO VOTE FOR APPROVAL OF THE NEW
SUB-ADVISORY AGREEMENT WITH RESPECT TO THE MID-CAP GROWTH PORTFOLIO.
FOR THE UTILITIES PORTFOLIO
(2) PROPOSAL TO CHANGE THE INVESTMENT OBJECTIVE OF THE UTILITIES PORTFOLIO FROM
AN OBJECTIVE TO PROVIDE CURRENT INCOME AND LONG-TERM GROWTH OF INCOME AND
CAPITAL, BY INVESTING PRIMARILY IN EQUITY AND FIXED-INCOME SECURITIES OF
COMPANIES ENGAGED IN THE PUBLIC UTILITIES INDUSTRY TO AN INVESTMENT
OBJECTIVE TO SEEK CAPITAL APPRECIATION AND CURRENT INCOME
BACKGROUND
The Utilities Portfolio is currently managed by Morgan Stanley Dean Witter
Advisors Inc. ("MSDW Advisors" or the "Investment Manager") pursuant the
investment management agreement entered into by the Fund, on behalf of the
Utilities Portfolio, and MSDW Advisors (the "Management Agreement") and in that
capacity, subject to the supervision of the Trustees, MSDW Advisors supervises
the investment activities of the Utilities Portfolio.
At the April 22, 1999 Board Meeting, MSDW Advisors recommended to the Board
a change in the investment objective of the Utilities Portfolio from its current
investment objective to provide current income and long-term growth of income
and capital, by investing primarily in equity and fixed-income securities of
companies engaged in the public utilities industry to an investment objective to
seek capital appreciation and current income. The effect of the change to the
investment objective would also eliminate the requirement that the Portfolio
invest primarily in the equity and fixed-income securities of companies engaged
in the public utilities industry. The reasons for this change are discussed
under Proposal 3 below. Implementation of the change in objective would require
Shareholder approval. MSDW Advisors believes that the new investment objective
would be in the best interests of the Utilities Portfolio and its Shareholders.
As a result of changes in the utilities industry principally due to
increased deregulation and the competition resulting therefrom, the Fund's
Investment Manager has recommended changing the Utilities Portfolio's investment
objective to more fully reflect the current and changing state of the utilities
industry.
7
<PAGE>
Historically, because of regulated captive or monopoly markets and little
competition, many utilities companies not only paid current dividends from the
revenues they received but actively sought, over time, to grow and increase the
dividends they paid to shareholders. As a result of deregulation, new
competitors focused on growth have entered into markets traditionally controlled
by a limited number of utilities companies, and, as a result, there has been an
increased emphasis on the part of many utilities companies to implement
growth-oriented strategies by retaining income either through freezing dividends
to shareholders or not paying dividends at all. Instead, many utilities
companies have attempted to enhance shareholder value through long-term capital
growth by using their income to invest in and diversify into other businesses
believed to have high growth potential, some of which may not directly relate to
the utilities business. These businesses may or may not pay dividends to
shareholders. Consequently, shareholders of these companies are no longer
realizing increased dividends on their shares.
The Investment Manager believes that by eliminating the component of
long-term growth of income from the Utilities Portfolio's investment objective,
the Utilities Portfolio's objective would be more compatible with actual present
day market conditions in the utilities industry. Additionally, the Utilities
Portfolio would be better able to take advantage of investment opportunities
which have the potential to maximize total return through capital appreciation,
while still seeking to provide current income. The Investment Manager,
therefore, recommended to the Utilities Portfolio's Board of Trustees that the
Utilities Portfolio's investment objective be changed to seek capital
appreciation and current income.
THE BOARD'S CONSIDERATION
The Board of the Fund met in person on April 22, 1999 for the purpose of
considering the proposed change in the Utilities Portfolio's investment
objective, as well as MSDW Advisors' other recommendations regarding the
Utilities Portfolio as previously described above. At their meeting in person on
April 22, 1999, the Trustees considered each of MSDW Advisors' recommendations.
Prior to and during the meeting the Trustees requested information they deemed
necessary to enable them to determine whether the recommendations are in the
best interests of the Utilities Portfolio and its Shareholders.
The Board determined that the change in investment objective was in the best
interests of the Utilities Portfolio and its Shareholders because it would
potentially permit a greater emphasis on capital appreciation under conditions
perceived by the Investment Manager to be favorable for such investments than
would the current objective while at the same time retaining a significant
income component. Accordingly, the Board, including all of the Independent
Trustees, voted to recommend approval of the change in investment objective to
the Utilities Portfolio's Shareholders.
REQUIRED VOTE
The Utilities Portfolio's investment objective is fundamental and cannot be
changed unless such change is approved at the Meeting, or any adjournments
thereof, by a majority of the outstanding voting securities of the Utilities
Portfolio. Such a majority means the affirmative vote of the holders of (a) 67%
of more of the shares of the Utilities Portfolio present, in person or by proxy,
at the Meeting, if the holders of more than 50% of the outstanding shares are so
present, or (b) more than 50% of the outstanding shares of the Utilities
Portfolio, whichever is less.
THE TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES, OF THE FUND RECOMMEND
THAT SHAREHOLDERS OF THE UTILITIES PORTFOLIO VOTE FOR APPROVAL OF THE CHANGE IN
THE UTILITIES PORTFOLIO'S INVESTMENT OBJECTIVE.
8
<PAGE>
(3) APPROVAL OR DISAPPROVAL OF CHANGING THE FUND'S INVESTMENT RESTRICTIONS TO
PROVIDE THAT EACH PORTFOLIO OF THE FUND MAY NOT: WITH THE EXCEPTION OF THE
UTILITIES PORTFOLIO, WHICH WILL INVEST MORE THAN 25% OF ITS TOTAL ASSETS
IN THE UTILITIES INDUSTRY, INVEST 25% OR MORE OF THE VALUE OF ITS
TOTAL ASSETS IN SECURITIES OF ISSUERS IN ANY ONE INDUSTRY....
A fundamental policy of the Fund provides that each Portfolio of the Fund
may not "With the exception of the Utilities Portfolio, invest 25% or more of
the value of its total assets in securities of issuers in any one industry...."
Currently, the Fund's investment restrictions do not specify that the Utilities
Portfolio will concentrate its investments in the utilities industry. In
conjunction with the changes discussed under Proposal 2, which, if approved,
would eliminate the requirement that the Utilities Portfolio seeks to achieve
its investment objective through investments in equity and fixed-income
securities or issuers in the "public" utilities industry, it is proposed that
the Fund's investment restrictions be changed to reflect that the Utilities
Portfolio will concentrate its assets in the utilities industry. As set forth in
the discussion under Proposal 2 above, the utilities industry has experienced
increased deregulation through the break-up of publicly regulated monopolies and
the entrance of private service providers in the fields of electricity, gas,
telephone, cable and other public services. Additionally, by permitting the
Utilities Portfolio to concentrate its investments in the utilities industry
rather than the "public" utilities industry, the Utilities Portfolio may invest
in certain providers of communications services and technology, which have never
been considered "public" utilities, yet comprise a growing component of the
utilities industry.
The Investment Manager has determined that the Utilities Portfolio's current
investment restriction be revised to reflect the Utilities Portfolio's
concentration of its assets in the utilities industry and has recommended a
revision to the restriction in order to take advantage of investment
opportunities throughout an expanded utilities industry which no longer
encompasses only "public" utilities companies. In connection with this
recommendation, the Investment Manager also proposed to the Board certain
changes to the Utilities Portfolio's investment practices and policies which are
not fundamental policies. Specifically, the Investment Manager has recommended
eliminating the word "public" from the definition of what constitutes doing
business as a utilities company in the Fund's prospectus to a company which
derives 50% of its revenues or earnings from the utilities industry or devotes
at least 50% of its assets to activities in the utilities industry. These
non-fundamental changes to the Utilities Portfolio's investment policies do not
require Shareholder approval.
THE BOARD'S CONSIDERATION
The Board of the Fund met in person on April 22, 1999 for the purpose of
considering the proposed change to the Fund's investment restriction as
described above. The Board considered all relevant factors and information which
they received and determined that the change to the Fund's investment
restrictions was in the best interest of the Fund and its shareholders in that
it would offer the Fund greater access to investment opportunities in all areas
of the utilities industry.
REQUIRED VOTE
The Fund's investment restriction is fundamental and cannot be changed
unless such change is approved at the Meeting, or any adjournments thereof, by a
majority of the outstanding voting securities of the Fund. Such a majority means
the affirmative vote of the holders of (a) 67% or more of the shares of the Fund
present, in person or by proxy, at the Meeting, if the holders of more than 50%
of the outstanding shares are so present, or (b) more than 50% of the
outstanding shares of the Fund, whichever is less.
9
<PAGE>
THE TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES, OF THE FUND RECOMMEND
THAT SHAREHOLDERS OF THE UTILITIES PORTFOLIO VOTE FOR APPROVAL OF THE CHANGE IN
THE FUND'S INVESTMENT RESTRICTION.
INTEREST OF CERTAIN PERSONS
MSDW, MSDW Advisors, MSDW Services and certain of their respective
Directors, officers, and employees, including persons who are Trustees or
officers of the Fund, 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
Fund, and certain of those individuals are compensated for performing services
relating to the Fund and may also own shares of MSDW. Such companies and persons
may thus be deemed to derive benefits from the approvals by Shareholders of such
proposals.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with
respect to Mid-Cap Growth Portfolio or the Utilities Portfolio, the persons
named as proxies may propose one or more adjournments of the Meeting for a total
of not more than 60 days in the aggregate, to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Mid-Cap Growth Portfolio's shares and/or the Utilities
Portfolio shares, as the case may be, 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 Proposals 1, 2 and 3
and will vote against any such adjournment those proxies required to be voted
against those proposals.
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
The Fund does not hold regular Shareholders' meetings. Proposals of
Shareholders intended to be presented at the next meeting of Shareholders must
be received 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 DECEMBER 31,
1998, AND ITS MOST RECENT SEMI-ANNUAL REPORT, ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM ADRIENNE RYAN-PINTO AT MORGAN STANLEY DEAN WITTER TRUST FSB,
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE
1-800-869-NEWS (TOLL-FREE)).
10
<PAGE>
OTHER BUSINESS
The 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 the intention of the persons named in the enclosed form of proxy
to vote all shares that they are entitled to vote on any such matter, utilizing
such proxy in accordance with their best judgment on such matters.
By Order of the Board of Trustees
BARRY FINK
SECRETARY
11
<PAGE>
APPENDIX I
TCW serves as investment adviser to the investment company listed below
which has a similar investment objective to that of the Fund. Set forth below is
a chart showing the net assets of such investment company as of May 10, 1999 and
the applicable investment advisory fee rate.
<TABLE>
<CAPTION>
NET ASSETS CURRENT INVESTMENT MANAGEMENT FEE RATE
AS OF 5/10/99 AS A PERCENTAGE OF NET ASSETS
---------------- --------------------------------------------------
<S> <C> <C>
Galileo Aggressive Growth Equities Fund........... $ 1.00%
TCW/DW Mid-Cap Equity Trust....................... 1.00%
</TABLE>
I-1
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
AGREEMENT made as of the day of , 1999, by and between Morgan
Stanley Dean Witter Advisors, Inc., a Delaware corporation (hereinafter called
the "Investment Manager"), and TCW Funds Management, Inc., a Delaware
corporation (hereinafter called the "Sub-Advisor").
WHEREAS, Morgan Stanley Dean Witter Select Dimensions Investment Series
(hereinafter called 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 Investment Manager has entered into an Investment Management
Agreement (hereinafter called the "Investment Management Agreement") with the
Fund wherein the Investment Manager has agreed to provide investment management
services to the thirteen current Portfolios of the Fund and may provide such
services to other Portfolios subsequently established by the Fund; and
WHEREAS, the Sub-Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as an
investment adviser; and
WHEREAS, the Investment Manager desires to retain the services of the
Sub-Advisor to render investment advisory services for the Mid-Cap Equity
Portfolio in the manner and on the terms and conditions hereinafter set forth
(this Portfolio together with all other Portfolios subsequently established by
the Fund with respect to which the Fund will have retained the Investment
Manager to render management and investment advisory services under the
Investment Management Agreement and with respect to which the Investment Manager
desires to retain the Sub-Advisor to render investment advisory services in the
manner and on the terms and conditions hereinafter set forth being collectively
referred to as the "Sub-Advisory Portfolios"); and
WHEREAS, the Sub-Advisor desires to be retained by the Investment Manager to
perform services on said terms and conditions:
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Subject to the supervision of the Fund, its officers and Trustees, and
the Investment Manager, and in accordance with the investment objectives,
policies and restrictions set forth in the then current Registration Statement
relating to the Fund, and such investment objectives, policies and restrictions
from time to time prescribed by the Trustees of the Fund and communicated by the
Investment Manager to the Sub-Advisor, the Sub-Advisor agrees to provide each
Sub-Advisory Portfolio with investment advisory services; to obtain and evaluate
such information and advice relating to the economy, securities and commodities
markets and securities or commodities as it deems necessary or useful to
discharge its duties hereunder; to continuously manage the assets of the
Sub-Advisory Portfolio in a manner consistent with the investment objective and
policies of the Sub-Advisory Portfolio; to make decisions as to foreign currency
matters and make determinations as to forward foreign exchange contracts and
options and futures contracts in foreign currencies; to determine the securities
and commodities to be purchased or otherwise acquired, or sold or otherwise
disposed of, by the Sub-Advisory Portfolio and the timing of such purchases,
acquisitions, sales and dispositions; to take such further action, including the
placing of purchase and sale orders on behalf of the Sub-Advisory Portfolio, as
it shall deem necessary or appropriate; to furnish to or place at the disposal
of the Sub-Advisory Portfolio and the Investment Manager such of the
information, evaluations, analyses and opinions formulated or obtained by it in
the discharge of its duties as the Fund and the Investment Manager may, from
time to time, reasonably request. The Investment Manager and the Sub-Advisor
shall each make its officers and employees available to the other from time to
time at reasonable times to review investment policies of the Sub-Advisory
Portfolios and to consult with each other.
In the event the Fund establishes another Portfolio other than the current
Sub-Advisory Portfolio with respect to which the Investment Manager desires to
retain the Sub-Advisor to render investment advisory services
A-1
<PAGE>
hereunder, the Investment Manager shall notify the Sub-Advisor in writing. If
the Sub-Advisor is willing to render such services, it shall notify the
Investment Manager in writing, whereupon such other Portfolio shall become a
Sub-Advisory Portfolio hereunder.
2. The Sub-Advisor shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Sub-Advisor shall be deemed to include
persons employed or otherwise retained by the Sub-Advisor 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 the Investment Manager may desire.
The Sub-Advisor shall maintain whatever records as may be required to be
maintained by it under the Act. All such records so maintained shall be made
available to the Fund, upon the request of the Investment Manager or the Fund.
3. The Fund will, from time to time, furnish or otherwise make available to
the Sub-Advisor such financial reports, proxy statements and other information
relating to the business and affairs of the Sub-Advisory Portfolios as the
Sub-Advisor may reasonably require in order to discharge its duties and
obligations hereunder or to comply with any applicable law and regulations and
the investment objectives, policies and restrictions from time to time
prescribed by the Trustees of the Fund.
4. The Sub-Advisor 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 the officers and employees, if any, of the
Fund, employed by the Sub-Advisor, and such clerical help and bookkeeping
services as the Sub-Advisor shall reasonably require in performing its duties
hereunder.
5. The Fund, on behalf of each Sub-Advisory Portfolio, assumes and shall
pay or cause to be paid all other expenses of the Sub-Advisory Portfolio,
including, without limitation: any fees paid to the Investment Manager; the
charges and expenses of any registrar, any custodian, sub-custodian or
depository appointed by the Fund for the safekeeping of the Sub-Advisory
Portfolio's cash, portfolio securities and other property, and any stock
transfer or dividend agent or agents appointed by the Fund; brokers' commissions
chargeable to the Sub-Advisory Portfolio in connection with portfolio securities
transactions to which the Sub-Advisory Portfolio is a party; all taxes,
including securities issuance and transfer taxes, and fees payable by the
Sub-Advisory Portfolio to federal, state or other governmental agencies or
pursuant to any foreign laws; the cost and expense of engraving or printing
certificates representing shares of the Sub-Advisory Portfolio; all costs and
expenses in connection with the registration and maintenance of registration of
the Sub-Advisory Portfolio and its shares with the Securities and Exchange
Commission and various states and other jurisdictions or pursuant to any foreign
laws (including filing fees and legal fees and disbursements of counsel); the
cost and expense of printing (including typesetting) and distributing
prospectuses of the Fund and supplements thereto to the Sub-Advisory Portfolio's
shareholders; 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 Investment Manager or Sub-Advisor; all
expenses incident to the payment of any dividend, distribution, withdrawal or
redemption whether in shares or in cash; charges and expenses of any outside
service used for pricing of the Sub-Advisory Portfolio'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, the Investment
Manager or the Sub-Advisor, and of independent accountants, in connection with
any matter relating to the Sub-Advisory Portfolio; membership dues of industry
associations; interest payable on Sub-Advisory Portfolio borrowings; postage;
insurance premiums on property or personnel (including officers and Trustees) of
A-2
<PAGE>
the Sub-Advisory Portfolio 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
Sub-Advisory Portfolio's operation unless otherwise explicitly provided herein.
6. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Sub-Advisor, the Investment Manager shall pay to the
Sub-Advisor monthly compensation equal to 40% of its monthly compensation
receivable pursuant to the Investment Management Agreement in respect of the
Mid-Cap Portfolio. Any subsequent change in the Investment Management Agreement
which has the effect of raising or lowering the compensation of the Investment
Manager will have the concomitant effect of raising or lowering the fees payable
to the Sub-Advisor under this Agreement. In addition, if the Investment Manager
has undertaken in the Fund's Registration Statement as filed under the Act or
elsewhere to waive all or part of its fees under the Investment Management
Agreement, the Sub-Advisor's fees payable under this Agreement will be
proportionately waived in whole or in part. The calculation of the fees payable
to the Sub-Advisor pursuant to this Agreement will be made, each month, at the
time designated for the monthly calculation of the fees payable to the
Investment Manager pursuant to the Investment Management Agreement. 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 the 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. Subject to the provisions of
paragraph 7 hereof, payment of the Sub-Advisor's compensation for the preceding
month shall be made as promptly as possible after completion of the computations
contemplated by paragraph 7 hereof.
7. The Sub-Advisor will use its best efforts in the performance of
investment activities on behalf of the Sub-Advisory Portfolios, but in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations hereunder, the Sub-Advisor shall not be liable to
the Investment Manager or the Fund or any of its investors for any error of
judgment or mistake of law or for any act or omission by the Sub-Advisor or for
any losses sustained by the Sub-Advisory Portfolios or their investors.
8. 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, the Sub-Advisor, and in any person controlled by or
under common control or affiliated with the Sub-Advisor, and that the
Sub-Advisor and any person controlled by or under common control or affiliated
with the Sub-Advisor may have an interest in the Fund. It is also understood
that the Sub-Advisor and any affiliated persons thereof or any persons
controlled by or under common control with the Sub-Advisor 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 the Sub-Advisor or any affiliated person
thereof from so acting or engaging in any other business.
9. This Agreement shall remain in effect until April 30, 2001 and from year
to year thereafter with respect to each Sub-Advisory Portfolio provided such
continuance with respect to a Sub-Advisory Portfolio 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 Sub-Advisory Portfolio 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 the Investment Manager and the Sub-Advisor,
either by majority vote of the Trustees of the Fund or, with respect to a Sub-
A-3
<PAGE>
Advisory Portfolio, by the vote of a majority of the outstanding voting
securities of such Sub-Advisory Portfolio; (b) this Agreement shall immediately
terminate in the event of its assignment (within the meaning of the Act) unless
such 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 Management
Agreement; (d) the Investment Manager may terminate this Agreement without
payment of penalty on thirty days' written notice to the Fund and the
Sub-Advisor; and (e) the Sub-Advisor may terminate this Agreement without the
payment of penalty on thirty days' written notice to the Fund and the Investment
Manager. 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.
10. This Agreement may be amended by the parties without the vote or consent
of the shareholders of any Sub-Advisory Portfolio 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,
the Investment Manager nor the Sub-Advisor shall be liable for failing to do so.
11. This Agreement shall be construed in accordance with the law 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,
conflicts with the applicable provisions of the Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in New York, New York.
MORGAN STANLEY DEAN WITTER ADVISORS
INC.
By: ..................................
Attest: ..............................
TCW FUNDS MANAGEMENT, INC.
By: ..................................
Attest: ..............................
Accepted and agreed to as of
the day and year first above written:
MORGAN STANLEY DEAN WITTER SELECT
DIMENSIONS INVESTMENT SERIES
By: ..................................
Attest: ..............................
A-4
<PAGE>
VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS
INVESTMENT SERIES-MID-CAP GROWTH PORTFOLIO
TO BE HELD ON AUGUST 4, 1999
This Instruction Card is solicited by ____________________________ from owners
of variable annuity contracts and/or variable life insurance policies issued by
________________________ who have specified that a portion of their investment
be allocated to this Portfolio of Morgan Stanley Dean Witter Select Dimensions
Investment Series.
The undersigned contract/policy owner hereby instructs that the votes
attributable to the undersigned's interest with respect to the above-referenced
Portfolio be cast as directed on the reverse side at the Special Meeting of
Shareholders of Morgan Stanley Dean Witter Select Dimensions Investment Series-
Mid-Cap Growth Portfolio on August 4, 1999 at 10:30 a.m., New York City time.
The undersigned, by completing this from, does hereby authorize
_____________________to exercise its discretion in voting upon such other
business as may properly come before the Meeting.
This Instruction Card, when properly executed, will be voted by
__________________in the manner directed herein by the undersigned. If no
direction is made, the votes attributable to this Instruction Card will be voted
FOR the proposal listed on the reverse side. Interests in the Portfolio for
which no instructions are received will be voted by __________________in the
same proportion as votes for which Instructions are received for the Portfolio.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS VOTING INSTRUCTIONS CARD.
PLEASE MARK, SIGN, DATE AND MAIL YOUR VOTING
INSTRUCTIONS CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. If joint owners, each
should sign. When signing as executor,
trustee, etc., give full title as such.
---------------------------------------------
Signature
---------------------------------------------
Signature (if held jointly)
, 1999
-----------------------------------
Date
<PAGE>
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE FOLLOWING PROPOSAL.
Please mark your choices below in blue or black ink. Example: Sign the Voting
Instructions Card on the reverse side and return as soon as possible in the
enclosed envelope.
- --------------------------------------------------------------------------------
1. Approval of a new Sub-Advisory Agreement between Morgan Stanley Dean Witter
Advisors Inc. and TCW Funds Management, Inc.
FOR AGAINST ABSTAIN
- --------------------------------------------------------------------------------
<PAGE>
VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES-UTILITIES
PORTFOLIO TO BE HELD ON AUGUST 4, 1999
This Instruction Card is solicited by ____________________________ from owners
of variable annuity contracts and/or variable life insurance policies issued by
________________________ who have specified that a portion of their investment
be allocated to this Portfolio of Morgan Stanley Dean Witter Select Dimensions
Investment Series.
The undersigned contract/policy owner hereby instructs that the votes
attributable to the undersigned's interest with respect to the above-referenced
Portfolio be cast as directed on the reverse side at the Special Meeting of
Shareholders of Morgan Stanley Dean Witter Select Dimensions Investment
Series-Utilities Portfolio on August 4, 1999 at 10:30 a.m., New York City
time. The undersigned, by completing this from, does hereby authorize
_____________________to exercise its discretion in voting upon such other
business as may properly come before the Meeting.
This Instruction Card, when properly executed, will be voted by
__________________in the manner directed herein by the undersigned. If no
direction is made, the votes attributable to this Instruction Card will be voted
FOR the proposal listed on the reverse side. Interests in the Portfolio for
which no instructions are received will be voted by __________________in the
same proportion as votes for which Instructions are received for the Portfolio.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
THIS VOTING INSTRUCTIONS CARD. PLEASE MARK, SIGN,
DATE AND MAIL YOUR VOTING INSTRUCTIONS CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. If joint owners,
each should sign. When signing as executor,
trustee, etc., give full title as such.
--------------------------------------------------
Signature
--------------------------------------------------
Signature (if held jointly)
, 1999
----------------------------------------
Date
<PAGE>
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE FOLLOWING PROPOSALS.
Please mark your choices below in blue or black ink. Example: Sign the Voting
Instructions Card on the reverse side and return as soon as possible in the
enclosed envelope.
- --------------------------------------------------------------------------------
1. Approval of a change in the Investment Objective of Morgan
Stanley Dean Witter Select Dimensions Investment Series - Utilities
Portfolio from an objective to provide current income and long term
growth of income and capital, by investing primarily in equity
and fixed-income securities of companies engaged in the
public utilities industry to an objective to seek capital
appreciation and current income
FOR AGAINST ABSTAIN
2. Approval of a change in the investment restrictions of Morgan Stanley Dean
Witter Select Dimensions Investment Series to provide that each Portfolio
of the Fund may not: With the exception of the Utilities Portfolio, which
will invest 25% or more of its total assets in the utilities industry,
invest 25% or more of its total assets in securities of issuers in any one
industry
FOR AGAINST ABSTAIN
- --------------------------------------------------------------------------------
