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-(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or Section 240.14

TCW/DW Term Trust 2003

---------------------------
(Name of Registrant as Specified in its Charter)

LouAnne D. 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
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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:

TCW/DW TERM TRUST 2003

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD OCTOBER 23, 2002

The Annual Meeting of Shareholders of TCW/DW TERM TRUST 2003 (the
"Trust"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in Room 208, 2nd Floor, at 1221
Avenue of the Americas, New York, New York 10020, on October 23, 2002 at
9:00 a.m., New York City time, for the following purposes:

1. To elect three (3) Trustees to serve until the year 2005 Annual
Meeting or, until their successors shall have been elected and qualified;
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 July 26, 2002 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose. Alternatively, if you are eligible to vote telephonically by touchtone
telephone or electronically on the Internet (as discussed in the enclosed Proxy
Statement) you may do so in lieu of attending the Meeting in person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which have been received by the date of
the Meeting.

BARRY FINK,
Secretary
August 19, 2002
New York, New York

IMPORTANT

YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. CERTAIN SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE
TELEPHONE OR ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS
CONTAINED ON THEIR PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.

TCW/DW TERM TRUST 2003

1221 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020

---------------------
PROXY STATEMENT

---------------------
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 23, 2002

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of TCW/DW TERM TRUST 2003 (the "Trust"),
for use at the Annual Meeting of Shareholders of the Trust to be held on
October 23, 2002 (the "Meeting"), and at any adjournments thereof. The first
mailing of this Proxy Statement is expected to be made on or about
August 28, 2002.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee. A proxy may be revoked at any time prior to its exercise by any of the
following: written notice of revocation to the Secretary of the Trust,
execution and delivery of a later dated proxy to the Secretary of the Trust
(whether by mail or, as 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 of record ("Shareholders") as of the close of business on
July 26, 2002, 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. On
the Record Date there were 77,563,368 shares of beneficial interest of the
Trust outstanding, all with $0.01 par value. No person was known to own as much
as 5% of the outstanding shares of the Trust on that date. The percentage
ownership of shares of the Trust changes from time to time depending on
purchases and sales by Shareholders and the total number of shares outstanding.

The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by the Trust. The solicitation of
proxies will be by mail, which may be supplemented by solicitation by mail,
telephone or otherwise through Trustees, officers of the Trust, or officers and
regular employees of Morgan Stanley Services Company Inc. ("Morgan Stanley
Services" or the "Manager") or its parent company Morgan Stanley Investment
Advisors Inc. ("Morgan Stanley Investment Advisors"), Morgan Stanley Trust (or
the "Transfer Agent") and/or Morgan Stanley DW Inc. ("Morgan Stanley DW"),
without special compensation therefor. In addition, the Trust may employ Alamo
Direct Mail Services Inc. ("Alamo") as proxy solicitor, the cost of which is
not expected to exceed $3,000 and will be borne by the Trust. In the event it
appears that the required number of votes to achieve quorum is not received,
the Trust may utilize D.F. King & Co., Inc. ("D.F. King") to obtain the
necessary votes to achieve quorum at a cost of approximately $3,000 to the
Trust plus expenses as outlined below.

Shareholders 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 Internet or telephone, Shareholders can access the website or call the
toll-free number listed on the proxy card or noted in the enclosed voting
instructions. Shareholders will need the "control number" that appears on the
proxy card.

In certain instances, D.F. King, Alamo and Morgan Stanley 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 any Proposal other than to refer to the
recommendations of the Board. The Trust has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their 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 set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although a
Shareholder's vote may be taken by telephone, each Shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed proxy card
or by touchtone telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card, touchtone telephone
or Internet, will be the vote that is counted and will revoke all previous
votes by the Shareholder. With respect to the solicitation of a telephonic vote
by D.F. King, approximate additional expenses may include $6.00 per telephone
vote transacted, $3.25 per outbound or inbound telephone contact and costs
relating to obtaining Shareholders' telephone numbers and providing additional
materials upon Shareholder request, which would be borne by the Trust. With
respect to telephone calls by Alamo, expenses would be approximately $1.00 per
outbound telephone contact.

(1) ELECTION OF TRUSTEES

The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at eight concurrent with the retirement of John
L. Schroeder on September 1, 2002. There are presently nine Trustees as of the
date of this Proxy Statement and, as of September 1, 2002, there will be eight
Trustees. Three of the Trustees (Michael Bozic, Charles A. Fiumefreddo and
James F. Higgins) are standing for election at this Meeting to serve until the
year 2005 Annual Meeting, in accordance with the Trust's Declaration of Trust.

Six of the current nine Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). The other three current Trustees, Charles A.
Fiumefreddo, James F. Higgins and Philip J. Purcell, are "interested persons"
(as that term is defined in the 1940 Act) of the Trust and Morgan Stanley
Investment Advisors and thus, are not Independent Trustees (the "Interested
Trustees"). The nominees for election as Trustees of the Trust have been
proposed by the Trustees now serving or, in the case of the nominees for
positions as Independent Trustees, by the Independent Trustees now serving. All
of the Trustees have previously been elected by the Shareholders of the Trust.

The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy,
unless instructed by proxy to withhold authority to vote for the nominees, to
vote all validly executed proxies for the election of these nominees: Michael
Bozic, Charles A. Fiumefreddo and James F. Higgins. Should any of the nominees
become unable or unwilling to accept nomination or election, the persons named
in the proxy will exercise their voting power in favor of such person or
persons as the Board may recommend or, in the case of an Independent Trustee
nominee, as the

Independent Trustees of the Trust may recommend. All of the nominees have
consented to being named in this Proxy Statement and to serve if elected. The
Trust knows no reason why any of the said nominees would be unable or unwilling
to accept nomination or election. The election of the nominees listed above
requires the approval of a majority of the shares of the Trust represented and
entitled to vote at the Meeting.

Pursuant to the provisions of the Trust's Declaration of Trust, the
Trustees are divided into three separate classes, each class having a term of
three years. The term of office of one of each of the three classes will expire
each year.

The Board of Trustees previously has determined that any nominee for
election as Trustee will stand for election as Trustee and serve as Trustee in
one of the three classes of Trustees as follows: Class I--Messrs. Bozic,
Fiumefreddo and Higgins; Class II--Messrs. Hedien and Johnson; and Class
III--Messrs. Garn, Nugent and Purcell. Each nominee will, if elected, serve a
term of up to approximately three years running for the period assigned to that
class and terminating at the date of the Annual Meeting of Shareholders so
designated by the Board, or any adjournment thereof. As a consequence of this
method of election, the replacement of a majority of the Board could be delayed
for up to two years. In accordance with the above, the Class I Trustees are
standing for election and, if elected, will serve until the year 2005 Annual
Meeting or, in each case, until their successors shall have been elected and
qualified.

The tables below set forth the following information regarding the
nominees for election as Trustee, and each of the other Trustees (both the
Independent Trustees and the Interested Trustees), as well as the executive
officers of the Trust: business occupations during the last five years, age,
number of shares owned, term of office and length of time served as of July 26,
2002, positions with the Trust, number of portfolios in the Fund Complex
(defined below) overseen by each Trustee or nominee Trustee, and other
directorships or trusteeships held by each Trustee in companies which file
periodic reports with the Securities and Exchange Commission, including the 95
investment companies, including the Trust, for which Morgan Stanley Investment
Advisors serves as investment manager or investment advisor (referred to herein
as the "Morgan Stanley Funds") and the 2 investment companies, TCW/DW Term
Trust 2002 and TCW/DW Term Trust 2003, for which Morgan Stanley Investment
Advisors' wholly-owned subsidiary, Morgan Stanley Services, serves as manager
and TCW Investment Management Company serves as investment adviser (referred to
herein as the "TCW/DW Term Trusts"). The Fund Complex includes all open- and
closed-end funds (including all of their portfolios) advised by Morgan Stanley
Investment Advisors Inc. and any funds that have an investment advisor that is
an affiliated person of Morgan Stanley Investment Advisors Inc. (including but
not limited to, Morgan Stanley Investment Management Inc., Morgan Stanley
Investments LP and Van Kampen Asset Management Inc.).

INDEPENDENT TRUSTEES

POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
INDEPENDENT TRUSTEE THE TRUST SERVED*
- ---------------------------- ------------- ---------------

Michael Bozic (61) Trustee Trustee since
c/o Mayer, Brown, Rowe & April 1994
Maw
Counsel to the Independent
Trustees
1675 Broadway
New York, NY

Edwin J. Garn (69) Trustee Trustee since
c/o Summit Ventures LLC January 1993
1 Utah Center
201 S. Main Street
Salt Lake City, UT

Wayne E. Hedien (68) Trustee Trustee since
c/o Mayer, Brown, Rowe & September
Maw 1997
Counsel to the Independent
Trustees
1675 Broadway
New York, NY

Dr. Manuel H. Johnson (53) Trustee Trustee since
c/o Johnson Smick July 1991
International, Inc.
1133 Connecticut Avenue,
N.W.
Washington, D.C.

NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
INDEPENDENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
- ---------------------------- --------------------------------------- -------------- ---------------------------

Michael Bozic (61) Retired; Director or Trustee of the 129 Director of Weirton Steel
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and the Corporation.
Maw TCW/DW Term Trusts; formerly Vice
Counsel to the Independent Chairman of Kmart Corporation
Trustees (December 1998-October 2000),
1675 Broadway Chairman and Chief Executive Officer
New York, NY of Levitz Furniture Corporation
(November 1995-November 1998) and
President and Chief Executive Officer
of Hills Department Stores (May
1991-July 1995); formerly variously
Chairman, Chief Executive Officer,
President and Chief Operating Officer
(1987-1991) of the Sears Merchandise
Group of Sears, Roebuck & Co.

Edwin J. Garn (69) Director or Trustee of the Morgan 129 Director of Franklin
c/o Summit Ventures LLC Stanley Funds and the TCW/DW Covey (time management
1 Utah Center Term Trusts; formerly United States systems), BMW Bank of
201 S. Main Street Senator (R-Utah)(1974-1992) and North America, Inc.
Salt Lake City, UT Chairman, Senate Banking Committee (industrial loan
(1980-1986); formerly Mayor of Salt corporation), United
Lake City, Utah (1971-1974); formerly Space Alliance (joint
Astronaut, Space Shuttle Discovery venture between Lockheed
(April 12-19, 1985); Vice Chairman, Martin and the Boeing
Huntsman Corporation (chemical Company) and Nuskin
company); member of the Utah Asia Pacific (multilevel
Regional Advisory Board of Pacific marketing); member of the
Corp. board of various civic and
charitable organizations.

Wayne E. Hedien (68) Retired; Director or Trustee of the 129 Director of The PMI
c/o Mayer, Brown, Rowe & Morgan Stanley Funds and the Group Inc. (private
Maw TCW/DW Term Trusts; formerly mortgage insurance);
Counsel to the Independent associated with the Allstate Trustee and Vice
Trustees Companies (1966-1994), most recently Chairman of The Field
1675 Broadway as Chairman of The Allstate Museum of Natural
New York, NY Corporation (March 1993-December History; director of
1994) and Chairman and Chief various other business and
Executive Officer of its wholly-owned charitable organizations.
subsidiary, Allstate Insurance
Company (July 1989-December 1994).

Dr. Manuel H. Johnson (53) Chairman of the Audit Committee 129 Director of NVR, Inc.
c/o Johnson Smick and Director or Trustee of the (home construction);
International, Inc. Morgan Stanley Funds and the Chairman and Trustee of
1133 Connecticut Avenue, TCW/DW Term Trusts; Senior the Financial Accounting
N.W. Partner, Johnson Smick International, Foundation (oversight
Washington, D.C. Inc., a consulting firm; Co-Chairman organization of the
and a founder of the Group of Seven Financial Accounting
Council (G7C), an international Standards Board).
economic commission; formerly Vice
Chairman of the Board of Governors
of the Federal Reserve System and
Assistant Secretary of the U.S.
Treasury.

- ----------
* This is the date the Trustee began serving the Morgan Stanley Funds.

POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
INDEPENDENT TRUSTEE THE TRUST SERVED*
- ---------------------------- ------------- ---------------

Michael E. Nugent (65) Trustee Trustee since
c/o Triumph Capital, L.P. July 1991
237 Park Avenue
New York, NY

John L. Schroeder (72)** Trustee Trustee since
c/o Mayer, Brown, Rowe & April 1994
Maw
Counsel to the Independent
Trustees
1675 Broadway
New York, NY

Michael E. Nugent (65) Chairman of the Insurance Committee 207 Director of various
c/o Triumph Capital, L.P. and Director or Trustee of the business organizations.
237 Park Avenue Morgan Stanley Funds and the
New York, NY TCW/DW Term Trusts;
director/trustee of various investment
companies managed by Morgan
Stanley Investment Management Inc.
and Morgan Stanley Investments LP
(since July 2001); General Partner,
Triumph Capital, L.P., a private
investment partnership; formerly Vice
President, Bankers Trust Company
and BT Capital Corporation
( 1984-1988).

John L. Schroeder (72)** Retired; Chairman of the Derivatives 129 Director of Citizens
c/o Mayer, Brown, Rowe & Committee and Director or Trustee of Communications Company
Maw the Morgan Stanley Funds and the (telecommunications
Counsel to the Independent TCW/DW Term Trusts; formerly company).
Trustees Executive Vice President and Chief
1675 Broadway Investment Officer of the Home
New York, NY Insurance Company (August
1991-September 1995).

INTERESTED TRUSTEES

POSITION(S) LENGTH OF
NAME, AGE AND ADDRESS OF HELD WITH TIME
MANAGEMENT TRUSTEE THE TRUST SERVED*
- ------------------------------ ------------- ---------------

Charles A. Fiumefreddo (68) Chairman, Trustee since
c/o Morgan Stanley Trust Director or July 1991
Harborside Financial Center, Trustee
Plaza Two, and Chief
Jersey City, NJ Executive
Officer

James F. Higgins (54) Trustee Trustee since
c/o Morgan Stanley Trust June 2000
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Philip J. Purcell (58) Trustee Trustee since
1585 Broadway April 1994
New York, NY

NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
NAME, AGE AND ADDRESS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN OTHER DIRECTORSHIPS HELD
MANAGEMENT TRUSTEE PAST 5 YEARS BY TRUSTEE BY TRUSTEE
- ------------------------------ ---------------------------------------- -------------- -------------------------

Charles A. Fiumefreddo (68) Chairman, Director or Trustee and 129 None
c/o Morgan Stanley Trust Chief Executive Officer of the
Harborside Financial Center, Morgan Stanley Funds and the
Plaza Two, TCW/DW Term Trusts; formerly
Jersey City, NJ Chairman, Chief Executive Officer
and Director of the Investment
Manager, the Distributor and Morgan
Stanley Services, Executive Vice
President and Director of Morgan
Stanley DW, Chairman and Director
of the Transfer Agent and Director
and/or officer of various Morgan
Stanley subsidiaries (until June 1998).

James F. Higgins (54) Director or Trustee of the Morgan 129 None
c/o Morgan Stanley Trust Stanley Funds and the TCW/DW
Harborside Financial Center, Term Trusts (since June 2000); Senior
Plaza Two, Advisor of Morgan Stanley (since
Jersey City, NJ August 2000); Director of the
Distributor and Dean Witter Realty
Inc.; previously President and Chief
Operating Officer of the Private
Client Group of Morgan Stanley (May
1999-August 2000), President and
Chief Operating Officer of Individual
Securities of Morgan Stanley
(February 1997-May 1999).

Philip J. Purcell (58) Director or Trustee of the Morgan 129 Director of American
1585 Broadway Stanley Funds and the TCW/DW Airlines, Inc. and its
New York, NY Term Trusts; Chairman of the Board parent company, AMR
of Directors and Chief Executive Corporation
Officer of Morgan Stanley and
Morgan Stanley DW; Director of the
Distributor; Chairman of the Board of
Directors and Chief Executive Officer
of Novus Credit Services Inc.;
Director and/or officer of various
Morgan Stanley subsidiaries.

- ----------
* This is the date the Trustee began serving the Morgan Stanley Funds.
** Mr. Schroeder is retiring from the Board on September 1, 2002.

OFFICERS

POSITION(S)
NAME, AGE AND ADDRESS OF HELD WITH LENGTH OF
EXECUTIVE OFFICER THE TRUST TIME SERVED
- ------------------------------ ----------------- -----------------------

Mitchell M. Merin (48) President President since May
1221 Avenue of the Americas 1999
New York, NY

Barry Fink (47) Vice President, Vice President,
1221 Avenue of the Americas Secretary and Secretary and General
New York, NY General Counsel Counsel since
February 1997

Philip A. Barach (49) Vice President Over 5 years
865 South Figueroa Street
Los Angeles, CA

Jeffrey E. Gundlach (42) Vice President Over 5 years
(20,000 shares)
865 South Figueroa Street
Los Angeles, CA

Frederick H. Horton (43) Vice President Over 5 years
865 South Figueroa Street
Los Angeles, CA

Thomas F. Caloia (56) Treasurer Treasurer of the
c/o Morgan Stanley Trust Morgan Stanley Funds
Harborside Financial Center, since April 1989
Plaza Two,
Jersey City, NJ

NAME, AGE AND ADDRESS OF
EXECUTIVE OFFICER PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ------------------------------ --------------------------------------------------------------

Mitchell M. Merin (48) President and Chief Operating Officer of Morgan Stanley
1221 Avenue of the Americas Investment Management (since December 1998); President,
New York, NY Director (since April 1997) and Chief Executive Officer
(since June 1998) of the Investment Manager and Morgan
Stanley Services; Chairman, Chief Executive Officer and
Director of the Distributor (since June 1998); Chairman and
Chief Executive Officer (since June 1998) and Director (since
January 1998) of the Transfer Agent; Director of various
Morgan Stanley subsidiaries; President of the Morgan Stanley
Funds and TCW/DW Term Trusts (since May 1999); Trustee
of various Van Kampen investment companies (since
December 1999); previously Chief Strategic Officer of the
Investment Manager and Morgan Stanley Services and
Executive Vice President of the Distributor (April 1997-June
1998), Vice President of the Morgan Stanley Funds (May
1997-April 1999), and Executive Vice President of Morgan
Stanley.

Barry Fink (47) General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas (since December 2000) of Morgan Stanley Investment
New York, NY Management; Managing Director (since December 2000), and
Secretary and General Counsel (since February 1997) and
Director (since July 1998) of the Investment Manager and
Morgan Stanley Services; Assistant Secretary of Morgan
Stanley DW; Vice President, Secretary and General Counsel
of the Morgan Stanley Funds and TCW/DW Term Trusts
(since February 1997); Vice President and Secretary of the
Distributor; previously, Senior Vice President, Assistant
Secretary and Assistant General Counsel of the Investment
Manager and Morgan Stanley Services.

Philip A. Barach (49) Managing Director of Trust Company of the West, TCW
865 South Figueroa Street Asset Management Company and TCW Investment
Los Angeles, CA Management Company for over 5 years.

Jeffrey E. Gundlach (42) Managing Director of Trust Company of the West, TCW
(20,000 shares) Asset Management Company and TCW Investment
865 South Figueroa Street Management Company for over 5 years.
Los Angeles, CA

Frederick H. Horton (43) Managing Director of Trust Company of the West, TCW
865 South Figueroa Street Asset Management Company and TCW Investment
Los Angeles, CA Management Company for over 5 years.

Thomas F. Caloia (56) First Vice President and Assistant Treasurer of the
c/o Morgan Stanley Trust Investment Manager, the Distributor and Morgan Stanley
Harborside Financial Center, Services; Treasurer of the Morgan Stanley Funds.
Plaza Two,
Jersey City, NJ

For each Trustee, the dollar range of equity securities beneficially owned
by the Trustee is shown below.

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES IN THE TRUST BY TRUSTEE IN FAMILY OF INVESTMENT COMPANIES
NAME OF TRUSTEE (AS OF DECEMBER 31, 2001) (AS OF DECEMBER 31, 2001)
- ------------------------ ------------------------------------------------ -----------------------------------------------

INDEPENDENT:
Michael Bozic none over $100,000
Edwin J. Garn none over $100,000
Wayne E. Hedien none over $100,000
Dr. Manuel H. Johnson none over $100,000
Michael E. Nugent none over $100,000
John L. Schroeder none over $100,000
INTERESTED:
Charles A. Fiumefreddo none over $100,000
James F. Higgins none over $100,000
Philip J. Purcell none over $100,000

As to each Independent Trustee and his immediate family members, no person
owned beneficially or of record securities in an investment advisor or
principal underwriter of the Trust, or a person (other than a

registered investment company) directly or indirectly controlling, controlled
by or under common control with an investment advisor or principal underwriter
of the Trust.

Ronald E. Robison, Managing Director, Chief Administrative Officer and
Director of the Investment Manager and Morgan Stanley Services and Chief
Executive Officer and Director of the Transfer Agent, Joseph J. McAlinden,
Managing Director and Chief Investment Officer of the Investment Manager and
Director of the Transfer Agent are Vice Presidents of the Trust.

In addition, A. Thomas Smith III, Managing Director and General Counsel of
the Investment Manager and Morgan Stanley Services, is a Vice President and
Assistant Secretary of the Trust, and Sara Badler, Stefanie Chang-Yu, Lou Anne
D. McInnis, Carsten Otto and Ruth Rossi, Executive Directors and Assistant
General Counsels of the Investment Manager and Morgan Stanley Services, Marilyn
K. Cranney, First Vice President and Assistant General Counsel of the
Investment Manager and Morgan Stanley Services, and Joanne Doldo, Natasha
Kassian, George Silfen and Sheldon Winicour, Vice Presidents and Assistant
General Counsels of the Investment Manager and Morgan Stanley Services, are
Assistant Secretaries of the Trust.

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

The Board of Trustees currently consists of nine (9) trustees and will
consist of eight trustees on September 1, 2002. These same individuals also
serve as trustees for TCW/DW Term Trust 2002. As of June 30, 2002, the TCW/DW
Term Trusts had total net assets of approximately $1.3 billion and
approximately 41,000 shareholders.

The six current Trustees (67% of the total number) have no affiliation or
business connection with TCW Investment Management Company or Morgan Stanley
Services or any of their affiliated persons and do not own any stock or other
securities issued by Morgan Stanley or TCW, the parent companies of Morgan
Stanley Services and TCW Investment Management Company, respectively. These are
the "disinterested" or "independent" Trustees.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The TCW/DW Term Trusts seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the TCW/DW Term Trusts Boards, such individuals may reject other
attractive assignments because the TCW/DW Term Trusts make substantial demands
on their time.

All of the Independent Trustees serve as members of the Audit Committee.
In addition, six of the Trustees, including all of the Independent Trustees,
also serve as members of the Derivatives Committee and three trustees,
including two independent trustees, serve as members of the Insurance
Committee. The Trust does not have any nominating or compensation committee.

The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Trust performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among the TCW/DW Term Trusts; and approving
fidelity bond and related insurance coverage and allocations, as well as other
matters that arise from time to time.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Trust's independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors

and other accounting firms prior to the performance of such services; reviewing
the independence of the independent auditors; considering the range of audit
and non-audit fees; reviewing the adequacy of the Trust's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board. All of the members of the Audit Committee are independent as defined in
the New York Stock Exchange Corporate Governance Standards for audit
committees.

The Board of each TCW/DW Term Trust has formed a Derivatives Committee to
approve parameters for and monitor the activities of the TCW/DW Term Trusts
with respect to derivative investments, if any, made by each TCW/DW Term Trust.
The Derivatives Committee currently consists of Mr. Fiumefreddo and all the
Independent Trustees. Finally, the Board of each TCW/DW Term Trust has formed
an Insurance Committee to review and monitor the insurance coverage maintained
by each TCW/DW Term Trust. The Insurance Committee currently consists of
Messrs. Nugent, Fiumefreddo and Hedien.

For the fiscal year ended March 31, 2002, the Board of Trustees of the
Trust held 4 meetings, and the Audit Committee, the Independent Trustees, the
Derivatives Committee and the Insurance Committee of the Trust held 12, 9, 3
and 2 meeting(s), respectively. No Trustee attended fewer than 75% of the
meetings of the Board of Trustees, the Audit Committee, the Independent
Trustees, the Derivatives Committee or the Insurance Committee held while he
served in such positions.

AUDIT COMMITTEE REPORT

The Board of Trustees of the Trust has adopted a formal written charter
for the Audit Committee which sets forth the Audit Committee's
responsibilities. A copy of the Audit Committee charter is attached to this
Proxy Statement as Exhibit A.

The Audit Committee has reviewed and discussed the financial statements of
the Trust with management as well as with Deloitte & Touche LLP, the
independent auditors for the Trust. In the course of its discussions, the Audit
Committee also discussed with Deloitte & Touche LLP any relevant matters
required to be discussed under Statement on Auditing Standards No. 61. Based on
this review, the Audit Committee recommended to the Board of Trustees that the
Trust's audited financial statements be included in the Trust's Annual Report
to Shareholders for the most recent fiscal year for filing with the Securities
and Exchange Commission. The Audit Committee has received the written
disclosures and the letter from Deloitte & Touche LLP required under
Independence Standards Board No. 1 and has discussed with the independent
auditors their independence.

The Audit Committee

Manuel H. Johnson (Chairman)
Michael Bozic
Edwin J. Garn
Wayne E. Hedien
Michael E. Nugent
John L. Schroeder

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

The Independent Trustees and the TCW/DW Term Trusts' management believe
that having the same Independent Trustees for each of the TCW/DW Term Trusts
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the TCW/DW Term
Trusts. They believe that having the same individuals serve as Independent
Trustees of all the TCW/DW Term

Trusts tends to increase their knowledge and expertise regarding matters which
affect the TCW/DW Term Trusts generally and enhances their ability to negotiate
on behalf of each TCW/DW Term Trust with the TCW/DW Term Trust's service
providers. This arrangement also precludes the possibility of separate groups
of Independent Trustees arriving at conflicting decisions regarding operations
and management of the TCW/DW Term Trusts and avoids the cost and confusion that
would likely ensue. Finally, having the same Independent Trustees serve on all
TCW/DW Term Trust Boards enhances the ability of each TCW/DW Term Trust to
obtain, at modest cost to each separate TCW/DW Term Trust, the services of
Independent Trustees of the caliber, experience and business acumen of the
individuals who serve as Independent Trustees of the TCW/DW Term Trusts.

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the TCW/DW
Term Trusts or the Morgan Stanley Funds on whose boards the Trustee serves. In
addition, the policy contemplates that the Trustees will, over time, increase
their aggregate investment in the aforementioned funds above the $25,000
minimum requirement. The Trustees may allocate their investments among specific
funds in any manner they determine is appropriate based on their individual
investment objectives. As of the date of this Proxy Statement, each Trustee is
in compliance with the policy. Any future Trustee will be given a one year
period following his or her election within which to comply with the foregoing.
As of June 30, 2002, the total value of the investments by the Trustees and/or
their spouses in shares of the aforementioned funds was approximately $56
million.

As of the Record Date for this Meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as
a group was less than 1 percent of the Trust's shares of beneficial interest
outstanding.

COMPENSATION OF INDEPENDENT TRUSTEES

The Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board of Trustees attended by the Trustee (the
Trust pays the Chairman of the Audit Committee an additional annual fee of $750
and the Chairmen of the Derivatives and Insurance Committees additional annual
fees of $500). If a Board meeting and a meeting of the Independent Trustees or
a Committee meeting (except an Audit Committee meeting), or a meeting of the
Independent Trustees and/or more than one Committee meeting (except an Audit
Committee meeting), take place on a single day, the Trustees are paid a single
meeting fee by the Trust. The Trust also reimburses such Trustees for travel
and other out-of-pocket expenses incurred by them in connection with attending
such meetings . Trustees and officers of the Trust who are or have been
employed by the Manager or the Adviser or an affiliated company of either
receive no compensation or expense reimbursement from the Trust for their
services as Trustee. The Trustees of the TCW/DW Term Trusts do not have
retirement or deferred compensation plans.

The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended March 31, 2002.

TRUST COMPENSATION

AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- ------------------------------- ---------------

Michael Bozic ................. $1,750
Edwin J. Garn ................. 1,750
Wayne E. Hedien ............... 1,700
Dr. Manuel H. Johnson ......... 2,500
Michael E. Nugent ............. 2,250
John L. Schroeder ............. 2,250

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 2001 for services
to the 2 TCW/DW Term Trusts.

CASH COMPENSATION FROM TCW/DW TERM TRUSTS

TOTAL CASH
COMPENSATION FOR
SERVICES TO
NAME OF INDEPENDENT TRUSTEE 2 TCW/DW TERM TRUSTS
- ------------------------------- ---------------------

Michael Bozic ................. $3,400
Edwin J. Garn ................. 3,400
Wayne E. Hedien ............... 3,350
Dr. Manuel H. Johnson ......... 4,900
Michael E. Nugent ............. 4,400
John L. Schroeder ............. 4,400

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.

INVESTMENT ADVISER

TCW Investment Management Company (the "Investment Adviser") currently
serves as the Trust's investment adviser pursuant to an investment advisory
agreement. The Investment Adviser, a California corporation, is a wholly-owned
subsidiary of The TCW Group, Inc. (formerly TCW Management Company) ("The TCW
Group"), a Nevada corporation, whose direct and indirect subsidiaries,
including Trust Company of the West and TCW Asset Management Company, provide a
variety of trust, investment management and investment advisory services. As of
June 30, 2002, the Investment Adviser and its affiliates had approximately $80
billion under management or committed to management. The Investment Adviser is
headquartered at 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017. Effective July 6, 2001, the Investment Adviser became an indirect
subsidiary of Societe Generale Asset Management, S.A. ("SGAM") upon the sale of
a majority of the shares of The TCW Group, Inc. to SGAM. With the combining of
the Investment Adviser and its affiliates, SGAM has over $240 billion dollars
in assets under management.

The Principal Executive Officers and Directors of the Investment Adviser,
and their principal occupations, are:

Marc I. Stern, Chairman, Thomas E. Larkin, Jr., Vice Chairman and Alvin R.
Albe, Jr., President. SGAM may be deemed to be a control person of the
Investment Adviser by virtue of the ownership of SGAM of more

than 50% of the outstanding voting stock of The TCW Group, Inc. Mr. Stern is
currently Chairman and Director of the Investment Adviser, President and
Director of The TCW Group, Inc. and Vice Chairman and Director of Trust Company
of the West. Mr. Larkin is currently Vice Chairman and Director of the
Investment Adviser, Executive Vice President of The TCW Group, Inc. and Vice
Chairman and Director of Trust Company of the West. Mr. Albe is an Executive
Vice President of The TCW Group, Inc., Director and Executive Vice President of
Trust Company of the West and Director and President of the Investment Adviser.

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

MANAGER

Morgan Stanley Services Company Inc. ("Morgan Stanley Services") is the
Trust's Manager. Morgan Stanley Services, which maintains its offices at 1221
Avenue of the Americas, New York, New York 10020, is a wholly-owned subsidiary
of Morgan Stanley Investment Advisors Inc. ("Morgan Stanley Investment
Advisors"). Morgan Stanley Investment Advisors maintains its offices at 1221
Avenue of the Americas, New York, New York 10020. Morgan Stanley Investment
Advisors is a wholly-owned subsidiary of Morgan Stanley, a preeminent global
financial services firm that maintains leading market positions in each of its
three primary businesses--securities, asset management and credit services.

The Principal Executive Officer and Directors of Morgan Stanley Investment
Advisors are Mitchell M. Merin, President and Chief Executive Officer, Ronald
E. Robison, Managing Director and Chief Administrative Officer, and Barry Fink,
Managing Director, Secretary and General Counsel. The principal occupations of
Messrs. Merin, Robison and Fink are described above in the paragraph under the
section "Election of Trustees." The business address of the Executive Officer
and other Directors is 1221 Avenue of the Americas, New York, New York 10020.

Morgan Stanley Investment Advisors and its wholly-owned subsidiary, Morgan
Stanley Services, serve in various investment management, advisory, management
and administrative capacities to investment companies and pension plans and
other institutional and individual investors.

Morgan Stanley has its offices at 1585 Broadway, New York, New York 10036.
There are various lawsuits pending against Morgan Stanley involving material
amounts which, in the opinion of its management, will be resolved with no
material effect on the consolidated financial position of the company.

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES PAID BY THE TRUST

The fees for professional services rendered by Deloitte & Touche LLP in
connection with the annual audit and review of financial statements of the
Trust for its fiscal year ended March 31, 2002 were $34,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no professional services rendered by Deloitte & Touche LLP to
the Trust, the investment advisor, or affiliated entities that provide services
to the Trust during its most recent fiscal year ended, relating to financial
information systems design and implementation.

ALL OTHER FEES

The aggregate fees for professional services rendered by Deloitte & Touche
LLP for other non-audit services provided to the Trust, the investment advisor,
the manager, and to affiliated entities that provided

services to the Trust amounted to approximately $12.6 million, of which
approximately $1.9 million related to fees for attestation services such as
comfort letters and consents related to SEC and other registration statements,
agreed upon procedures and consultation on accounting standards, and
approximately $0.5 million related to fees for services such as tax and
regulatory consultation, tax return preparation and compliance and
approximately $10.3 million related to services for improving business and
operational processes.

The Audit Committee of the Trust considered whether Deloitte & Touche
LLP's provision of non-audit services is compatible with maintaining their
independence.

ADDITIONAL INFORMATION

Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares held
in street name for which the broker indicates that instructions have not been
received from the beneficial owners or other persons entitled to vote and for
which the broker does not have discretionary voting authority.

Four purported class actions have been filed in the Superior Court for the
State of California, County of Orange, against some of the Trust's Trustees and
officers, one of its underwriters, the lead representative of its underwriters,
the Adviser, the Manager and other defendants - but not against the Trust - by
certain shareholders of the Trust and other trusts for which the defendants act
in similar capacities. These plaintiffs generally allege violations of state
statutory and common law in connection with the marketing of the Trust to
customers of one of the underwriters. Damages, including punitive damages, are
sought in an unspecified amount. On or about October 20, 1995, the plaintiffs
filed an amended complaint consolidating these four actions. The defendants
thereafter filed answers and affirmative defenses to the consolidated amended
complaint. The defendants' answers deny all of the material allegations of the
plaintiff's complaint. In 1996, the plaintiffs voluntarily dismissed, without
prejudice, their claims against two defendants who were independent Trustees of
the Trust. In March 1997, all of the remaining defendants in the litigation
filed motions for judgment on the pleadings, seeking dismissal of all of the
claims asserted against them. The defendants' motions were fully briefed by all
parties and were the subject of a hearing before the Court on April 18, 1997.
In July 1997, the Court denied the motion for judgment on the pleadings. In
August 1997, plaintiffs filed a motion for class certification. In their
motion, the plaintiffs requested certification of a "nationwide" class of Term
Trust purchasers. On June 1, 1998, the Court granted in part and denied in part
the plaintiff's motion for class certification. The Court ruled that
plaintiff's motion was "granted as to [a California] statewide class," but was
"denied as to a nationwide class." The case has been settled subject to
judicial approval following a fairness hearing. On October 13, 1998, three
separate class actions alleging similar claims on behalf of the residents of
the states of Florida, New Jersey and New York were filed in the state courts
of those states. The defendants removed the Florida action to federal court and
the plaintiffs' motion to remand the action to state court was denied. Motions
to dismiss were filed by the defendants in the Florida action on August 30,
1999, in the New Jersey action on July 26, 1999 and in the New York action on
September 10, 1999. The New Jersey action was dismissed by the Court with
prejudice and no appeal was filed. The motion to dismiss the Florida action was
denied January 27, 2000. The case was subsequently removed to Florida state
court and the litigation remains pending. The Supreme Court of the State of New
York dismissed the New York action with prejudice on April

25, 2000 and no appeal was filed. Certain of the defendants in these suits have
asserted their right to indemnification from the Trust. The ultimate outcome of
these matters is not presently determinable, and no provision has been made in
the Trust's financial statements for the effect, if any, of such matters.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than April 25, 2003 for
inclusion in the proxy statement and proxy for that meeting. The mere
submission of a proposal does not guarantee its inclusion in the proxy
materials or its presentation at the meeting. Certain rules under the federal
securities laws must be met.

REPORTS TO SHAREHOLDERS

THE TRUST'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED MARCH 31,
2002, HAS BEEN PREVIOUSLY SENT TO SHAREHOLDERS AND IS AVAILABLE WITHOUT CHARGE
UPON REQUEST FROM NINA WESSEL AT MORGAN STANLEY TRUST, HARBORSIDE FINANCIAL
CENTER, PLAZA TWO, 2ND FLOOR, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE
1-800-869-NEWS) (TOLL-FREE).

INTEREST OF CERTAIN PERSONS

Morgan Stanley, Morgan Stanley Investment Advisors, Morgan Stanley DW,
Morgan Stanley Services, The TCW Group, Inc. and its affiliates, 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 certain
of the proposals described in this Proxy Statement to the extent that certain
of such companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Trust, and certain of those individuals are compensated for
performing services relating to the Trust and may also own shares of Morgan
Stanley and The TCW Group, Inc. Such companies and persons may thus be deemed
to derive benefits from the approvals by Shareholders of such proposals.

OTHER BUSINESS

The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment on
such matters.

By Order of the Trustees

BARRY FINK

Secretary

APPENDIX A

CHARTER OF THE
AUDIT COMMITTEE
OF THE
TCW/DW TERM TRUSTS

The Board of Trustees (the "Board") of each fund advised or managed by TCW
Investment Management Company or Morgan Stanley Services Company Inc. (each, a
"Fund," collectively, the "Funds") has adopted and approved this charter for
the audit committee of each Fund (the "Audit Committee").

1. Structure and Membership Requirements:

1.01 The Audit Committee shall consist of at least three "independent"
trustees. "Independent" shall have the meaning ascribed to it in New
York Stock Exchange Listed Company Standard 303.01(2) and (3).

1.02 Each member of the Audit Committee shall not be an "interested person"
of the Funds, as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940.

1.03 Each member of the Audit Committee shall be "financially literate," as
such term is interpreted by the Fund's Board in its business judgment,
or must become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee.

1.04 At least one member of the Audit Committee must have accounting or
related financial management expertise, as such qualification is
interpreted by the Fund's Board in its business judgment.

2. Meetings:

2.01 The Audit Committee shall meet at least twice each calendar year.

3. Duties and Powers:

3.01 Each Fund's outside auditor is ultimately accountable to the Audit
Committee and to the Board. The Audit Committee, subject to the Board's
approval and oversight, has the authority and responsibility, to
select, evaluate and, where appropriate, replace the outside auditor.
To the extent required by law, this includes nominating the selected
outside auditor to be considered for approval or ratification by
shareholders at their next annual meeting.

3.02 The Audit Committee shall approve the scope of professional services
to be provided to the Funds by the outside auditor.

3.03 The Audit Committee shall review with the outside auditor the audit
plan and results of the auditing engagement.

3.04 The Audit Committee shall review the independence of the outside
auditor, including:

(a) ensuring that the outside auditor submits to the Audit Committee,
at least annually, a letter delineating all relationships between the
auditor and the Funds;

(b) engaging in a dialogue with the outside auditor with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the outside auditor; and

A-1

(c) recommending the Board take action in response to the outside
auditor's report of any of the relationships discussed in (b) above, to
the extent necessary and appropriate for the Audit Committee to satisfy
itself of the outside auditor's independence.

3.05 The Audit Committee shall oversee any other aspects of the Funds'
audit process as it deems necessary and appropriate.

3.06 The Audit Committee is empowered to review the Funds' system of
internal controls.

3.07 The Audit Committee shall have the resources and authority as it deems
appropriate to discharge its responsibilities, including the authority
to retain special counsel and other experts or consultants at the
expense of the appropriate Fund(s).

4. Review of Charter:

4.01 The Audit Committee shall review and assess the adequacy of this
charter annually.

4.02 Any changes to the charter must be recommended by the Audit Committee
and approved by the Board.

A-2

TCW/DW TERM TRUST 2003

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink and Thomas F.
Caloia or any of them, proxies, each with the power of substitution, to vote on
behalf of the undersigned at the Annual Meeting of Shareholders of TCW/DW Term
Trust 2003 on October 23, 2002, at 9:00 a.m., New York City time, and at any
adjournment thereof, on the proposal set forth in the Notice of Meeting dated
August 19, 2002 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 NOMINEES FOR TRUSTEE 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.

- --------------------------------------------------------------------------------

X PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836
TO VOTE A PROXY BY INTERNET, visit our Website(s):
HTTPS://VOTE.PROXY-DIRECT.COM

1. Election of three (3) Trustees:

FOR WITHHOLD FOR ALL
EXCEPT
--- --- ---
--- --- ---

01. Michael Bozic 02. Charles A. Fiumefreddo

03. James F. Higgins

IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.

Please make sure to sign and date this Proxy using black or blue ink.

Date -------------------------------------

-------------------------------------------

-------------------------------------------
Shareholder sign in the box above

-------------------------------------------

-------------------------------------------
Co-Owner (if any) sign in the box above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES

TCW/DW TERM TRUST 2003

IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.

2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

PRX 00090

- -------------------------------------------------------------------------------
MORGAN STANLEY FUNDS
- -------------------------------------------------------------------------------

OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK

You can now vote your proxy in a matter of minutes with the ease and
convenience of the Internet or the telephone. You may still vote by mail.
But remember, if you are voting by Internet or telephone, do not mail the
proxy.

TO VOTE BY INTERNET:

1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Vote Your Proxy Here" link on the website
https://vote.proxy-direct.com.
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.

TO VOTE BY TELEPHONE:

1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-597-7836.
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.

Your Proxy Vote is Important!
Thank You for Submitting Your Proxy.

- -------------------------------------------------------------------------------