Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12

TCW/DW Emerging Markets Opportunities Trust . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)

Lou Anne D. McInnis. . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or
14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(j)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.

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applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

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4) Proposed maximum aggregate value of transaction:

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

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
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TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 22, 1995

The Annual Meeting of Shareholders of TCW/DW EMERGING MARKETS
OPPORTUNITIES TRUST (the "Trust"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, will be held in the
Conference Center, Forty-Fourth Floor, 2 World Trade Center, New York, New
York 10048, on June 22, 1995 at 11:00 a.m., New York City time, for the
following purposes:

1. To elect ten (10) Trustees, four (4) to serve until the 1996
Annual Meeting, three (3) to serve until the 1997 Annual Meeting and
three (3) to serve until the 1998 Annual Meeting, or, in each case, until
their successors shall have been elected and qualified;

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

3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending January 31,
1996; and

4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

Shareholders of record as of the close of business on April 20, 1995 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 on the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of Proposal 2 and will vote against any such adjournment those proxies
required to be voted against that proposal.

SHELDON CURTIS,
Secretary

May 3, 1995
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.
- -------------------------------------------------------------------------------

TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST

Two World Trade Center, New York, New York 10048
PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 1995

This statement is furnished in connection with the solicitation of proxies
by the Trustees of TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST (the "Trust")
for use at the Annual Meeting of Shareholders of the Trust to be held on June
22, 1995, and at any adjournments thereof.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee and in favor of Proposals 2 and 3 as set forth in the Notice of
Annual Meeting of Shareholders. A proxy may be revoked at any time prior to
its exercise by any of the following: written notice of revocation, execution
and delivery of a later dated proxy to the Secretary of the Trust, or
attendance and voting at the Annual Meeting of Shareholders.

Shareholders as of the close of business on April 20, 1995, the record
date for the determination of shareholders entitled to notice of and to vote
at the Meeting, are entitled to one vote for each share held and a fractional
vote for a fractional share. On April 20, 1995 there were 22,390,833 shares
of beneficial interest of the Trust outstanding, all with $0.01 par value. No
person was known to own as much as 5% of the outstanding shares of the Trust
on that date. The Trustees and Officers of the Trust, together, owned less
than 1% of the Trust's outstanding shares on that date. The percentage
ownership of shares of the Trust changes from time to time depending on
purchases and sales by shareholders and the total number of shares
outstanding.

The cost of soliciting proxies for this Annual Meeting of Shareholders,
consisting principally of printing and mailing expenses, will be borne by the
Trust. The solicitation of proxies will be by mail, which may be supplemented
by solicitation by mail, telephone or otherwise through Trustees, officers
and regular employees of the Trust, Dean Witter Services Company Inc. ("DWSC"
or the "Manager") or its parent company, Dean Witter InterCapital Inc.
("InterCapital"), without special compensation therefor. The first mailing of
this proxy statement is expected to be made on or about May 5, 1995.

(1) ELECTION OF TRUSTEES

The number of Trustees has been currently fixed by the Trustees, pursuant
to the Trust's Declaration of Trust, at ten. There are currently ten
Trustees, all of whom are standing for election at this first Shareholder
Meeting of the Trust in accordance with the Trust's Declaration of Trust.

Six of the current ten Trustees (John C. Argue, John R. Haire, Manuel H.
Johnson, Paul Kolton, Michael E. Nugent and John L. Schroeder) are
Independent Trustees, that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the "Act"). 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. Mr. John L. Schroeder and Mr. Marc I. Stern were
elected as Trustees by the Trustees of the Trust on April 20, 1995. All of
the other Trustees were previously elected by InterCapital, the Trust's sole
shareholder, prior to the public offering of shares of the Trust.

The nominees of the Board of Trustees for election as Trustees are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
John C. Argue, Richard M. DeMartini, Charles A. Fiumefreddo, John R. Haire,
Manuel H. Johnson, Paul Kolton, Thomas E. Larkin, Jr., Michael E. Nugent,
John L. Schroeder and Marc I. Stern. Should any of the nominees become unable
or unwilling to accept nomination or election, the persons named in the proxy
will exercise their voting power in favor of such person or persons as the
Board of Trustees may recommend. All of the nominees have consented to being
named in this proxy statement and to serve if elected. The Trust knows no
reason why said nominees would be unable or unwilling to accept nomination or
election. Trustees will be elected by a plurality of the votes cast at the
meeting. Abstentions and broker "non-votes" will have the same effect as a
vote against the proposal.

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

The Board of Trustees has determined that the nominees for election as
Trustee shall be standing for election as Trustee in each of the three
classes of Trustee as follows: Class I--Messrs. Haire, Johnson, Schroeder and
Stern; Class II--Messrs. DeMartini, Kolton and Larkin; and Class III--Messrs.
Argue, Fiumefreddo and Nugent. Each nominee will, if elected, serve a term of
up to approximately three years running for the period assigned to that class
and terminating at the date of the Annual Meeting of Shareholders so
designated by the Board of Trustees, or any adjournment thereof. The term of
office of Trustees of Class I shall expire on the date of the Trust's second
Annual Meeting of Shareholders; of Class II on the date of the Trust's third
Annual Meeting; and of Class III on the date of the Trust's fourth Annual
Meeting. 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 will serve until the 1996 Annual
Meeting, the Class II Trustees will serve until the 1997 Annual Meeting and
the Class III Trustees will serve until the 1998 Annual Meeting or until
their successors shall have been elected and qualified.

The following information regarding each of the nominees for election as
Trustee includes his principal occupations and employment for at least the
last five years, his age, shares of the Trust owned, if any, as of April 20,
1995 (shown in parentheses), positions with the Trust, and directorships (or
trusteeships) in companies which file periodic reports with the Securities
and Exchange Commission, including the 13 investment companies, including the
Trust, for which TCW Funds Management, Inc. serves as investment adviser (the
"Investment Adviser" or the "Adviser") and InterCapital's wholly-owned
subsidiary Dean Witter Services Company Inc. ("DWSC") serves as manager
(referred to herein as the "TCW/DW Funds"), and the 76 investment companies
for which InterCapital serves as investment manager or investment adviser
(referred to herein as the "Dean Witter Funds").

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

JOHN C. ARGUE, Trustee since February, 1994; age 63; Senior Partner, Argue
Pearson Harbison & Myers (law firm); Director, Avery Dennison Corporation
(manufacturer of self-adhesive products and office supplies) and CalMat
Company (producer of aggregates, asphalt and ready mixed concrete); Chairman,
Rose Hills Memorial Park (cemetery); advisory director, LAACO Ltd. (owner and
operator of private clubs and real estate); director or trustee of various
business and not-for-profit corporations; Director, TCW Funds, Inc.; Trustee,
University of Southern California, Occidental College and Pomona College;
Trustee of the TCW/DW Funds.

RICHARD M. DeMARTINI,* Trustee since December, 1993; age 42; President and
Chief Operating Officer of Dean Witter Capital, a division of Dean Witter
Reynolds Inc. ("DWR") (since January, 1989); Executive Vice President of Dean
Witter, Discover & Co. ("DWDC"); Director of Dean Witter Services Company
Inc. ("DWSC"), Dean Witter Distributors Inc. ("Distributors"), Dean Witter
Trust Company ("DWTC"), Dean Witter InterCapital Inc. ("InterCapital") and
DWR; Trustee of the TCW/DW Funds; formerly President and Chief Operating
Officer of the Consumer Banking Division of DWDC.

CHARLES A. FIUMEFREDDO,* Trustee since December, 1993; age 61; Chairman,
Chief Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the investment companies of which
InterCapital serves as investment manager (or as adviser and administrator)
(the "Dean Witter Funds"); Chairman, Chief Executive Officer and Trustee of
the TCW/DW Funds; Chairman and Director of DWTC; Director and/or officer of
various DWDC subsidiaries; formerly Executive Vice President and Director of
DWDC (until February, 1993).

JOHN R. HAIRE, Trustee since February, 1994; age 70; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education (1978-October,
1989) and Chairman and Chief Executive Officer of Anchor Corporation, an
investment adviser (1964-1978); Director of Washington National Corporation
(insurance).

DR. MANUEL H. JOHNSON, Trustee since February, 1994; age 46; Senior
Partner, Johnson Smick International, Inc., a consulting firm; Koch Professor
of International Economics and Director of the Center for Global Market
Studies at George Mason University (since September, 1990); Co-Chairman and a
founder of the Group of Seven Council (G7C), an international economic
commission (since September, 1990); Director or Trustee of the Dean Witter
Funds; Trustee of the TCW/DW Funds; Director of Greenwich Capital Markets,
Inc. (broker-dealer); formerly Vice Chairman of the Board of Governors of the
Federal Reserve System (February, 1986-August, 1990) and Assistant Secretary
of the U.S. Treasury (1982-1986).

PAUL KOLTON, Trustee since February, 1994; age 71; Director or Trustee of
the Dean Witter Funds; Chairman of the Audit Committee and Chairman of the
Committee of the Independent Trustees and Trustee of the TCW/DW Funds;
formerly Chairman of the Financial Accounting Standards Advisory Council and
Chairman and Chief Executive Officer of the American Stock Exchange; Director
of UCC Investors Holding Inc. (Uniroyal Chemical Company, Inc.); Director or
Trustee of various not-for-profit organizations.

THOMAS E. LARKIN, Jr.,* Trustee since February, 1994; age 55; President,
Chief Operating Officer and Managing Director of Trust Company of the West
and TCW Asset Management Company; Vice Chairman and Managing Director of the
Adviser; Vice Chairman of the Advisory Council for the College of Business
Administration of the University of Notre Dame; Director of the California
Pediatric and Family Medicine Center; President and Director of the TCW
Galileo Funds, Inc.; Senior Vice President of TCW Convertible Securities
Fund, Inc.; President and Trustee of the TCW/DW Funds.

MICHAEL E. NUGENT, Trustee since February, 1994; age 58; General Partner,
Triumph Capital, L.P., a private investment partnership (since April, 1988);
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(September, 1984-March, 1988); Director of various business organizations.

- ---------------
* Messrs. DeMartini, Fiumefreddo, Larkin and Stern may be deemed
"interested persons" of the Trust and/or its Investment Adviser as defined in
Section 2(a)(19) of the Act, due to their affiliation with the Investment
Adviser or Manager and/or their affiliated companies.

JOHN L. SCHROEDER, Trustee since April 1995; age 64; Executive Vice
President and Chief Investment Officer of The Home Insurance Company (since
August, 1991); Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of Citizens Utilities Company; formerly Chairman and
Chief Investment Officer of Axe-Houghton Management and the Axe-Houghton
Funds (April, 1983-June, 1991) and President of USF&G Financial Services,
Inc. (June, 1990-June, 1991.)

MARC I. STERN,* Trustee since April, 1995; age 51; Vice President of the
Trust; President, The TCW Group Inc. (since May 1992); President and Director
of the Adviser (since May, 1992); Chairman and Director of the TCW Galileo
Funds, Inc.; Trustee of the TCW/DW Funds; Chairman of TCW Americas
Development, Inc. (since November, 1990). Chairman of TCW Asia, Limited
(since January, 1993); Chairman of TCW London International, Limited (since
March, 1993); formerly President of SunAmerica, Inc. (financial services
company) (December, 1988 to June, 1990).

The executive officers of the Trust are: Sheldon Curtis, Vice President,
Secretary and General Counsel; Robert M. Scanlan, Vice President; David A.
Hughey, Vice President; Shaun C.K. Chan, Vice President; Michael P. Reilly,
Vice President; and Thomas F. Caloia, Treasurer. In addition, Marilyn K.
Cranney, Barry Fink, Lawrence S. Lafer, Lou Anne D. McInnis and Ruth Rossi
serve as Assistant Secretaries. Mr. Curtis is 63 years old and is currently
Senior Vice President, Secretary and General Counsel of InterCapital and DWSC
and Assistant Secretary of DWR; he is also Senior Vice President, Assistant
Secretary and Assistant General Counsel of Distributors and Senior Vice
President and Secretary of DWTC. He has been an employee of InterCapital or
DWR, a broker-dealer affiliate of InterCapital, for over five years. Mr.
Scanlan is 59 years old and is currently President and Chief Operating
Officer of InterCapital (since March, 1993) and DWSC; he is also Executive
Vice President of Distributors and Executive Vice President and Director of
DWTC. He was previously Executive Vice President of InterCapital (July,
1992-March, 1993) and prior thereto was Chairman of Harborview Group, Inc.
Mr. Hughey is 63 years old and is currently Executive Vice President and
Chief Administrative Officer of InterCapital and DWSC; he is also Executive
Vice President and Chief Administrative Officer of Distributors and DWTC as
well as a Director of DWTC. He was previously President of DWTC (October,
1989-March, 1993). He has been an employee of InterCapital or DWR for over
five years. Mr. Chan is 32 years old and is currently a Managing Director of
the Adviser, TCW Asset Management Co. and Trust Company of the West and a
Director of TCW Asia Limited. He was previously a Vice President of Security
Pacific Bank (until 1992). Mr. Reilly is 31 years old and is currently a
Senior Vice President of the Adviser, TCW Asset Management Co. and Trust
Company of the West. He was previously the Regional Strategist and a Director
of Wardley Investment Services (October, 1986-1993). Mr. Caloia is 48 years
old and is currently First Vice President and Assistant Treasurer of
InterCapital and DWSC. He has been an employee of InterCapital or DWR for
over five years.

BOARD OF TRUSTEES; RESPONSIBILITIES AND COMPENSATION OF INDEPENDENT TRUSTEES

As mentioned above, the Trust is one of the TCW/DW Funds, a group of
investment companies for which TCW Funds Management, Inc. serves as
Investment Adviser and Dean Witter Services Company Inc. as Manager. As noted
above, as of the date of this proxy statement, there are a total of 13 TCW/DW
Funds. As of March 31, 1995, the TCW/DW Funds had total net assets of
approximately $4 billion and approximately a quarter of a million
shareholders.

The Board of Trustees of each TCW/DW Fund has ten (10) members. Six
Trustees, that is, a majority of the total number, have no affiliation or
business connection with TCW Funds Management, Inc. or Dean Witter Services
Company Inc. or any of their affiliated persons and do not own any stock or
other securities issued by DWDC or TCW, the parent companies of Dean Witter
Services Company Inc. and TCW Funds Management, Inc., respectively. These are
the "disinterested" or "independent" Trustees. The Independent Trustees are
the same for each of the TCW/DW Funds. Five of the six Independent Trustees
are also Independent Trustees of

the Dean Witter Funds. As of the date of this proxy statement, there are a
total of 76 Dean Witter Funds. Four of the TCW/DW Funds' Trustees, that is,
the management Trustees, are affiliated with either Dean Witter Services
Company Inc. or TCW. Three of the four management Trustees are the same for
each of the TCW/DW Funds. One individual affiliated with TCW serves as a
management Trustee for 11 TCW/DW Funds while another individual affiliated
with TCW serves as a management Trustee for two TCW/DW Funds.

As noted in a federal court ruling, "[T]he independent directors . . . are
expected to look after the interests of shareholders by 'furnishing an
independent check upon management,' especially with respect to fees paid to
the investment company's sponsor." In addition to their general "watchdog"
duties, the Independent Trustees are charged with a wide variety of
responsibilities under the Act. In order to perform their duties effectively,
the Independent Trustees are required to review and understand large amounts
of material, often of a highly technical and legal nature.

The TCW/DW Funds seek as Independent Trustees individuals of distinction
and experience in business and finance, government service, law or academia;
that is, people whose advice and counsel are valuable and in demand by others
and for whom there is often competition. To accept a position on the Funds'
Boards, such individuals may reject other attractive assignments because of
the demands made on their time by the Funds. Indeed, to serve on the Funds'
Boards, certain Trustees who would be qualified and in demand to serve on
bank boards would be prohibited by law from serving at the same time as a
director of a national bank and as a Trustee of a Fund.

The Independent Trustees are required to select and nominate individuals
to fill any Independent Trustee vacancy on the Board of any Fund that has a
Rule 12b-1 plan of distribution. Since most of the TCW/DW Funds have such a
plan, and since all of the Funds' Boards have the same independent members,
who comprise a majority of each Board, the Independent Trustees effectively
control the selection of other Independent Trustees of all the TCW/DW Funds.

GOVERNANCE STRUCTURE OF THE TCW/DW FUNDS

While the regulatory system establishes both general guidelines and
specific duties for the Independent Trustees, the governance arrangements
from one investment company group to another vary significantly. In some
groups the Independent Trustees perform their role by attendance at periodic
meetings of the board of directors with study of materials furnished to them
between meetings. At the other extreme, an investment company complex may
employ a full-time staff to assist the Independent Trustees in the
performance of their duties.

The governance structure of the TCW/DW Funds lies between these two
extremes. The Independent Trustees, the Funds' Manager and the Adviser alike
believe that these arrangements are effective and serve the interests of the
Funds' shareholders. All of the Independent Trustees serve as members of the
Audit Committee and the Committee of the Independent Trustees. Four of them
also serve as members of the Derivatives Committee.

The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements, continually
reviewing Fund performance, checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading
among Funds in the same complex, and approving fidelity bond and related
insurance coverage and allocations, as well as other matters that arise from
time to time.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent

accountants' duties, including the power to retain outside specialists;
reviewing with the independent accountants the audit plan and results of the
auditing engagement; approving professional services provided by the
independent accountants and other accounting firms prior to the performance
of such services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; reviewing the adequacy of
the Fund's system of internal controls; advising the independent accountants
and management personnel that they have direct access to the Committee at all
times; and preparing and submitting Committee meeting minutes to the full
Board.

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

Committee meetings are sometimes held away from the offices of the Adviser
and the Manager and sometimes in the Board room of the Manager. These
meetings are held without management directors or officers being present,
unless and until they may be invited to the meeting for purposes of
furnishing information or making a report. These separate meetings provide
the Independent Trustees an opportunity to explore in depth with their own
independent legal counsel, independent auditors and other independent
consultants, as needed, the issues they believe should be addressed and
resolved in the interests of the Funds' shareholders.

For the fiscal period March 30, 1994 (commencement of operations) through
January 31, 1995, the Board of Trustees of the Trust held five meetings, and
the Audit Committee, the Committee of the Independent Trustees and the
Derivatives Committee of the Trust held two, seven, and five meetings,
respectively. No Trustee attended fewer than 75% of the meetings of the Board
of Trustees, the Audit Committee, the Committee of Independent Trustees or
the Derivatives Committee held while he served in such positions.

DUTIES OF CHAIRMAN OF COMMITTEES

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

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

The Chairman of the Committees is not employed by any other organization
and devotes his time primarily to the services he performs as Committee
Chairman and Independent Trustee of the TCW/DW Funds and as an Independent
Trustee of the Dean Witter Funds. The current Committee Chairman has had a
combined total of more than 35 years experience in the securities, financial
and investment company industries. He has served as Chairman and Chief
Executive of the American Stock Exchange, Inc. and Chairman of the Financial
Accounting Standards Advisory Council.

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

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the TCW/DW Funds is in the best
interests of all the Funds' shareholders. This arrangement avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. It is believed that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the likelihood of separate
groups of Independent Trustees arriving at conflicting decisions regarding
operations and management of the Funds and avoids the cost and confusion that
would likely ensue. Finally, it is believed that having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
TCW/DW Funds.

COMPENSATION OF INDEPENDENT TRUSTEES

The Trust will pay each Independent Trustee an annual fee of $3,500 plus a
per meeting fee of $350 for meetings of the Board of Trustees or committees
of the Board of Trustees attended by the Trustee (the Trust will pay the
Chairman of the Audit Committee an annual fee of $1,200 and will pay the
Chairman of the Committee of the Independent Trustees an additional annual
fee of $2,400, in each case inclusive of the Committee meeting fees). The
Trust will also reimburse 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 will not receive
any compensation or expense reimbursement from the Trust. The Trust commenced
operations on March 30, 1995 and paid $25,774 in compensation to the
Independent Trustees for the fiscal period ended January 31, 1995.

At such time as the Trust has been in operation, and has paid fees to the
Independent Trustees, for a full fiscal year, and assuming that during such
fiscal year the Trust holds the same number of Board and committee meetings
as were held by the other TCW/DW Funds during the calendar year ended
December 31, 1994, it is estimated that compensation paid to each Independent
Trustee during such fiscal year will be the amount shown in the following
table.

TRUST COMPENSATION (ESTIMATED)

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

John C. Argue .............. $ 7,050
John R. Haire .............. 7,050
Dr. Manuel H. Johnson ..... 7,050
Paul Kolton ................ 9,050*
Michael E. Nugent .......... 7,050
John L. Schroeder .......... 7,050
<FN>
- ---------------
* Of Mr. Kolton's compensation from the Trust, $3,600 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,200).

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1994 for
services to the 13 TCW/DW Funds and, in the case of Messrs. Haire,

Johnson, Kolton, Nugent and Schroeder, the 73 Dean Witter Funds that were in
operation at December 31, 1994, and, in the case of Mr. Argue, TCW Galileo
Funds, Inc. With respect to Messrs. Haire, Johnson, Kolton, Nugent and
Schroeder, the Dean Witter Funds are included solely because of a limited
exchange privilege between various TCW/DW Funds and five Dean Witter Money
Market Funds. With respect to Mr. Argue, TCW Galileo Funds, Inc. is included
solely because the Fund's Adviser, TCW Funds Management, Inc., also serves as
Adviser to that investment company. Mr. Schroeder was elected as a Trustee of
each TCW/DW Fund then in existence on April 20, 1995.

CASH COMPENSATION FROM FUND GROUPS

FOR SERVICE AS TOTAL CASH
FOR SERVICE AS CHAIRMAN OF COMPENSATION FOR
FOR SERVICE AS DIRECTOR OR COMMITTEES OF SERVICES TO 73 DEAN
TRUSTEE AND TRUSTEE AND FOR SERVICE AS INDEPENDENT WITTER FUNDS, 13
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTOR OF DIRECTORS/ TCW/DW FUNDS AND
NAME OF INDEPENDENT OF 13 TCW/DW OF 73 DEAN WITTER TCW GALILEO TRUSTEES AND TCW GALILEO FUNDS,
TRUSTEE FUNDS FUNDS FUNDS, INC. AUDIT COMMITTEES INC.
- -------------------------- ---------------- ----------------- -------------- ---------------- -------------------

John C. Argue ............. $63,250 -- $37,000 -- $100,250
John R. Haire ............. 66,950 $101,061 -- $225,563** 393,574
Dr. Manuel H. Johnson .... 60,750 122,461 -- -- 183,211
Paul Kolton ............... 51,850 128,961 -- 34,200*** 215,011
Michael E. Nugent ......... 52,650 115,761 -- -- 168,411
John L. Schroeder ......... -- 85,938 -- -- 85,938
<FN>
- ---------------
** For the 73 Dean Witter Funds.
*** For the 13 TCW/DW Funds.

As of the date of this proxy statement, 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.

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

The Trust's investments are managed by TCW Funds Management, Inc.
(referred to herein as the "Investment Adviser"), pursuant to an Investment
Advisory Agreement dated March 23, 1994 (referred to herein as the "Advisory
Agreement"), a copy of which is attached hereto as Exhibit A.

THE ADVISORY AGREEMENT

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

In considering whether or not to approve the Advisory Agreement, the Board
of Trustees reviewed the terms of the agreement and considered all materials
and information deemed relevant to its determination. Among other things, the
Board considered the nature and scope of services to be rendered, the quality
of the

Adviser's services and personnel, and the appropriateness of the fees that
are paid under the Advisory Agreement. Based upon its review, the Board of
Trustees, including all of the Independent Trustees, determined that the
approval of the Advisory Agreement was in the best interests of the Trust and
its Shareholders.

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

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

THE ADVISORY AGREEMENT

The Advisory Agreement provides that the Investment Adviser shall
continously invest the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Adviser obtains and evaluates
such information and advice relating to the economy, securities markets and
specific securities as it considers necessary or useful to continuously
manage the assets of the Trust in a manner consistent with its investment
objectives and policies. In addition, the Investment Adviser pays the
compensation of all personnel, including officers of the Trust, who are its
employees. The Adviser may utilize the services of its affiliates in
providing the investment advisory services under the Investment Advisory
Agreement which affiliate services, if any, will be performed without
compensation (other than reimbursement by the Adviser or a non-investment
company affiliate of the Adviser of out-of-pocket costs and expenses). The
Investment Adviser has authority to place orders for the purchase and sale of
portfolio securities on behalf of the Trust without prior approval of its
Trustees. The Trustees review the investment portfolio at their regular
meetings.

Under the Advisory Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Adviser or the Manager, including, without limitation: charges and
expenses of any registrar, custodian or depository appointed by the Trust for
the safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Trust; brokers' commissions chargeable to the Trust in connection with
portfolio securities transactions to which the Trust is a party; all taxes,
including securities or commodities issuance and transfer taxes, and fees
payable by the Trust to Federal, state or other governmental agencies; costs
and expenses of engraving or printing of certificates representing shares of
the Trust; all costs and expenses in connection with registration and
maintenance of registration of the Trust and of its shares with the
Securities and Exchange Commission and various states and other jurisdictions
(including filing fees and legal fees and disbursements of counsel); the
costs and expense of preparation, printing, including typesetting, and
distributing prospectuses for such purposes; all expenses of shareholders'
and Trustees' meetings and of preparing, printing and mailing proxy
statements and reports to shareholders; fees and travel expenses of Trustees
or members of any advisory board or committee who are not employees of the
Trust's Manager or Investment Adviser or any of their corporate affiliates;
all expenses incident to the payment of any dividend or distribution program;
charges and expenses of any outside pricing services; charges and expenses of
legal counsel, including counsel to the Independent Trustees of the Trust,
and independent accountants in connection with any matter relating to the
Trust (not including compensation or expenses of attorneys employed by the
Trust's Manager or Investment Adviser); membership dues of industry
associations; interest payable on Trust borrowings; fees and expenses
incident to the listing of the Trust's shares on any stock exchange; postage;
insurance premiums on property or personnel (including officers and Trustees)
of the Trust which inure to its benefit; extraordinary expenses (including,
but not limited to, legal claims, liabilities, litigation costs and any
indemnification related thereto); and all other charges and costs of the
Trust's operations unless otherwise explicitly provided in the Advisory
Agreement.

The Advisory Agreement has an initial term ending April 30, 1995 and
provides that, after this period, it will continue in effect from year to
year thereafter provided such continuance is approved at least annually by
vote of a majority, as defined in the Act, of the outstanding voting
securities of the Trust or by the Trustees of the Trust, and, in either
event, by the vote cast in person by a majority of the Trustees who are not
parties to the Advisory Agreement or "interested persons" of any such party
(as defined in the Act) at a meeting called for the purpose of voting on such
approval. The Advisory Agreement's continuation until April 30, 1996, was
approved by the Trustees, including a majority of Independent Trustees, at a
Meeting of the Trustees held on April 20, 1995, called for the purpose of
approving the Management Agreement.

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

In return for its investment services and the expenses which the
Investment Adviser assumes under the Advisory Agreement, the Trust pays the
Investment Adviser compensation which is computed weekly and payable monthly
and which is determined by applying the annual rate of 0.50% to the Trust's
average weekly net assets. Pursuant to the Advisory Agreement, the Trust
accrued to the Investment Adviser total compensation of $1,392,506 during the
fiscal period ended January 31, 1995. The net assets of the Trust totalled
$254,358,248 at January 31, 1995.

INVESTMENT ADVISER

TCW Funds Management, Inc. (the "Investment Adviser") is the Trust's
investment adviser. The Investment Adviser, a California corporation, is a
wholly-owned subsidiary of The TCW Group, Inc. (formerly TCW Management
Company) ("The TCW Group"), a Nevada corporation, whose direct and indirect
subsidiaries, including Trust Company of the West and TCW Asset Management
Company, provide a variety of trust, investment management and investment
advisory services. As of March 31, 1995, the Investment Adviser and its
affiliates had approximately $46 billion under management or committed to
management. The Investment Adviser is headquartered at 865 South Figueroa
Street, Suite 1800, Los Angeles, California 90017.

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

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

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

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

MANAGER

Dean Witter Services Company Inc. ("DWSC") is the Trust's Manager. DWSC,
which maintains its offices at Two World Trade Center, New York, New York
10048, is a wholly-owned subsidiary of Dean Witter InterCapital Inc.
("InterCapital"). InterCapital maintains its offices at Two World Trade
Center, New York,

New York 10048. InterCapital, which was incorporated in July, 1992, is a
wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), a balanced
financial services organization providing a broad range of nationally
marketed credit and investment products. In an internal reorganization which
took place in January, 1993, InterCapital assumed the investment advisory,
management and administrative activities previously performed by the
InterCapital Division of DWR.

As the Trust's Manager, DWSC receives from the Trust compensation which is
computed weekly and payable monthly and which is determined by applying the
annual rate of 0.36% to the Trust's weekly net assets. For the fiscal period
ended January 31, 1995, the Trust accrued to DWSC, pursuant to a Management
Agreement, total compensation of $2,088,757.

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

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

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

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

DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC involving material amounts
which, in the opinion of its management, will be resolved with no material
effect on the consolidated financial position of the company.

During the fiscal period ended January 31, 1995, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Manager, transfer agency fees of $313,341.

(3) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees have unanimously selected the firm of Price Waterhouse LLP as
the Trust's independent accountants for the fiscal year ending January 31,
1996. Price Waterhouse LLP has been the independent accountants for the Trust
since its inception, and has no direct or indirect financial interest in the
Trust.

A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting of Shareholders and will be available to make a statement, if
he or she so desires, and to respond to appropriate questions of
shareholders.

The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of Price Waterhouse LLP as the independent
accountants for the Trust. Abstentions and broker "non-votes" will have the
same effect as a vote against the proposal.

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

ADDITIONAL INFORMATION

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting,
the persons named as proxies may propose one or more adjournments of the
Meeting for a total of not more than 60 days in the aggregate to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present
in person or by proxy at the Meeting. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of Proposal 2 and will vote against any such adjournment those proxies
required to be voted against that proposal.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than December 22, 1995 for
inclusion in the proxy statement and proxy for that meeting.

REPORTS TO SHAREHOLDERS

The Trust's most recent Annual Report, for the fiscal period ended January
31, 1995, is available without charge upon request from Adrienne Ryan at Dean
Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey City,
New Jersey 07311 (telephone 1-800-526-3143 (toll free)).

OTHER BUSINESS

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

By Order of the Trustees

SHELDON CURTIS

Secretary

APPENDIX

TCW Funds Management Inc. serves as investment adviser to the Trust as
well as investment adviser or sub-adviser to the other investment companies
listed below which have similar investment objectives to that of the Trust,
with net assets shown as of March 31, 1995.

ANNUAL
MANAGEMENT FEE
NET ASSETS ON AS PERCENT OF
MARCH 31, 1995 AVERAGE NET
NAME (IN MILLIONS) ASSETS
- ------------------------------------------------- -------------- --------------

TCW/DW Emerging Markets Opportunities Trust ..... $246,384,633 (1)
TCW Galileo Funds, Inc.
TCW Galileo Asia Pacific Equity Fund ............ 41,590,420 (2)
TCW Galileo Emerging Markets Fund ............... 48,519,444 (2)
TCW Galileo Latin America Fund .................. 41,661,440 (2)
TCW/DW Latin American Growth Fund ................ 231,723,601 (3)
Dean Witter Select Dimensions Investment Series--
Emerging Markets Portfolio .................. 900,379 (4)
<FN>
- ---------------
1. 0.50% of the Trust's weekly net assets.
2. 1.00% of the Fund's annual net asset value.
3. 0.50% of the Fund's daily net assets.
4. 1.25% of the Portfolio's daily net assets paid to Dean Witter InterCapital, Inc. pursuant to an Investment
Management Agreement of which 0.40% is paid to TCW Funds Management Inc., the Sub-Adviser, pursuant to a
Sub-Adivsory Agreement. InterCapital has undertaken to assume all operating expenses of the Portfolios of Dean
Witter Select Dimensions Investment Series (except for any brokerage fees and a portion of organizational
expenses) and to waive the compensation provided for in its investment management agreement with that company in
respect of each Portfolio until such time as the pertinent Portfolio has $50 million of net assets or until
December 31, 1995, whichever occurs first.

I-1

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of the 23rd day of March, 1994, by and between TCW/DW
Emerging Markets Opportunities Trust, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Fund"), and TCW Funds Management Inc., a California corporation
(hereinafter called the "Investment Adviser"):

WHEREAS, The Fund intends to engage in business as a closed-end management
investment com- pany and is registered as such under the Investment Company
Act of 1940, as amended (the "Act"); and

WHEREAS, The Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act"), and engages
in the business of acting as investment adviser; and

WHEREAS, The Fund desires to retain the Investment Adviser to render
investment advisory ser- vices in the manner and on the terms and conditions
hereinafter set forth; and

WHEREAS, The Investment Adviser desires to be retained to perform services
on said terms and conditions;

Now, Therefore, this Agreement

W I T N E S S E T H:

that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Adviser agree as follows:

1. The Fund hereby retains the Investment Adviser to act as investment
adviser of the Fund and, subject to the supervision of the Trustees of the
Fund (the "Trustees"), to invest the Fund's assets as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Adviser
shall obtain and evaluate such information and advice relating to the
economy, securities and commodities markets and securities and commodities as
it deems necessary or useful to discharge its duties hereunder; shall
continuously invest the assets of the Fund in a manner consistent with the
investment objectives and policies of the Fund; shall determine the
securities and commodities to be purchased, sold or otherwise disposed of by
the Fund and the timing of such purchases, sales and dispositions; and shall
take such further action, including the placing of purchase and sale orders
on behalf of the Fund, as the Investment Adviser shall deem necessary or
appropriate. The Investment Adviser shall also furnish to or place at the
disposal of the Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Adviser in the discharge of
its duties as the Fund may, from time to time, reasonably request.

2. The Investment Adviser 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 Investment
Adviser shall be deemed to include persons employed or otherwise retained by
the Investment Adviser 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 Adviser may desire. The Investment Adviser shall
provide the Fund's manager with such records and information as may
reasonably be required by the Fund's manager pursuant to its obligations
under its management agreement with the Fund to maintain the Fund's books and
records.

3. The Fund will, from time to time, furnish or otherwise make available
to the Investment Adviser such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the
Investment Adviser may reasonably require in order to discharge its duties
and obligations hereunder.

A-1

4. The Investment Adviser shall bear the cost of rendering the investment
advisory services to be performed by it under this Agreement, and shall, at
its own expense, pay the compensation of its directors, officers and
employees, if any, who are also Trustees or officers of the Fund.

5. The Fund assumes and shall pay or cause to be paid all other expenses
of the Fund (except expenses borne by the Fund's manager pursuant to a
management agreement with the Fund), including without limitation: fees
pursuant to any management agreement into which the Fund may enter; the
charges and expenses of any registrar, any custodian or depository appointed
by the Fund for the safekeeping of its cash, portfolio securities or
commodities and other property, and any stock transfer or dividend agent or
agents appointed by the Fund; brokers' commissions chargeable to the Fund in
connection with portfolio transactions to which the Fund is a party; all
taxes, including securities or commodities issuance and transfer taxes, and
fees payable by the Fund to federal, state or other governmental agencies;
the cost and expense of engraving or printing of certificates representing
shares of the Fund; all costs and expenses in connection with the
registration and maintenance of registration of the Fund and its shares with
the Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and disbursements of
counsel and the costs and expenses of preparing, printing, including
typesetting, and distributing prospectuses for such purposes); all expenses
of shareholders' and Trustees' meetings and of preparing, printing and
mailing proxy statements and reports to shareholders; fees and travel
expenses of Trustees or members of any advisory board or committee who are
not employees of the Investment Adviser or the Fund's manager or any
corporate affiliate of either of them; all expenses incident to the payment
of any dividend or distribution program; charges and expenses of any outside
service used for pricing of the Fund's shares; charges and expenses of legal
counsel, including counsel to the Trustees of the Fund who are not interested
persons (as defined in the Act) of the Fund or the Investment Adviser or the
Fund's manager, and of independent accountants, in connection with any matter
relating to the Fund; membership dues of industry associations; fees and
expenses incident to the listing of the Fund's shares on any stock exchange;
interest payable on Fund borrowings; postage; insurance premiums on property
or personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims
and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

6. For the services to be rendered by the Investment Adviser, the Fund
shall pay to the Investment Adviser monthly compensation, calculated from the
day following commencement of operations by the Fund, determined by applying
the annual rate of 0.50% to the Fund's average weekly net assets. Except as
hereinafter set forth, compensation under this Agreement shall be calculated
and accrued weekly and paid monthly by applying the annual rate to the
average weekly net assets of the Fund determined as of the close of the last
business day of each week. At the request of the Investment Adviser,
compensation hereunder shall be calculated and accrued at more frequent
intervals in a manner consistent with the calculation of fees on a weekly
basis. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation for
that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above.

7. The Investment Adviser will use its best efforts in its investment of
the Fund's assets, but in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations here- under, the
Investment Adviser shall not be liable to the Fund or any of its investors
for any error of judgment or mistake of law or for any act or omission by the
Investment Adviser or for any losses sustained by the Fund or its investors.
The Adviser shall be indemnified by the Fund as an agent of the Fund in
accordance with the terms of Section 4.8 of the Fund's By-Laws.

A-2

8. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser from acting as
investment adviser or manager for any other person, firm or corporation
(including any other investment company), whether or not the investment
objectives or policies of any such other person, firm or corporation are
similar to those of the Fund, and shall not in any way bind or restrict the
Investment Adviser or any such affiliated person from buying, selling or
trading any securities or commodities for their own accounts or for the
account of others for whom the Investment Adviser or any such affiliated
person may be acting. Nothing in this Agreement shall limit or restrict the
right of any Trustee, officer or employee of the Investment Adviser to engage
in any other business or to devote his time and attention in part to the
management or other aspects of any other business whether of a similar or
dissimilar nature.

9. This Agreement shall remain in effect until April 30, 1995 and from
year to year thereafter provided such continuance is approved at least
annually by the vote of holders of a majority, as defined in the Act, of the
outstanding voting securities of the Fund or by the Board of Trustees of the
Fund; provided that in either event such continuance is also approved
annually by the vote of a majority of the Trustees of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the Act) of
any such party, which vote must be cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that (a) the Fund may,
at any time and without the payment of any penalty, terminate this Agreement
upon thirty days' written notice to the Investment Adviser, either by
majority vote of the Trustees of the Fund or by the vote of a majority of the
outstanding voting securities of the Fund; (b) this Agreement shall
immediately terminate in the event of its assignment (to the extent required
by the Act and the rules thereunder) unless such automatic terminations shall
be prevented by an exemptive order of the Securities and Exchange Commission;
and (c) the Investment Adviser may terminate this Agreement without payment
of penalty on thirty days' written notice to the Fund. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.

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

11. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the Advisers Act or any
rules, regulations or orders of the Securities and Exchange Commission, the
latter shall control.

12. The Fund acknowledges that Trust Company of the West, an affiliate of
the Investment Adviser, owns its own name, initials and logo. The Fund agrees
to change its name at the request of the Investment Adviser if this Agreement
is terminated for any reason.

13. The Declaration of Trust establishing TCW/DW Emerging Markets
Opportunities Trust, dated December 22, 1993, a copy of which, together with
all amendments thereto (the "Declaration"), is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name TCW/DW
Emerging Markets Opportunities Trust refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally;
and no Trustee, shareholder, officer, employee or agent of TCW/DW Emerging
Markets Opportunities Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the affairs of said
TCW/DW Emerging Markets Opportunities Trust, but the Trust Estate only shall
be liable.

A-3

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.

TCW/DW EMERGING MARKETS
OPPORTUNITIES TRUST

/s/ Charles A. Fiumefreddo
By ..........................
Charles A. Fiumefreddo

Attest:
/s/ Lou Anne McInnis
.............................
Lou Anne McInnis

TCW FUNDS MANAGEMENT, INC.

/s/ Marc I. Stern
BY ...........................
Marc I. Stern

/s/ Michael Cahill
BY ..........................
Michael Cahill

Attest:
/s/ Marie Bender
.............................
Marie Bender

A-4

TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST

ANNUAL MEETING OF SHAREHOLDERS--JUNE 22, 1995

PROXY

The undersigned hereby appoints SHELDON CURTIS, ROBERT M. SCANLAN, DAVID
A. HUGHEY, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
TCW/DW Emerging Markets Opportunities Trust on June 22, 1995 at 11:00 a.m.,
New York City time, and at any adjournment thereof, on the proposals set
forth in the Notice of Meeting dated May 3, 1995 as follows:

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

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

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

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

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

John C. Argue, Richard M. DeMartini, Charles A. Fiumefreddo, John R. Haire,
Dr. Manuel H. Johnson, Paul Kolton, Thomas E. Larkin, Jr., Michael E. Nugent,
John L. Schroeder, Marc I. Stern.

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
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2. APPROVAL OF INVESTMENT ADVISORY AGREEMENT:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

and in their discretion in the transaction of any other business which may
properly come before the meeting.

020

Please sign personally. If the share is registered in more than one name,
each joint owner or each fiduciary should sign personally. Only authorized
officers should sign for corporations.

Dated
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Signature

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.