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TCW/DW TERM TRUST 2002

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 20, 1995

The Annual Meeting of Shareholders of TCW/DW TERM TRUST 2002 (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
December 20, 1995, at 10:00 a.m., New York City time, for the following
purposes:

1. To elect five (5) Trustees, three (3) Trustees to serve until the
1998 Annual Meeting, and two (2) to serve until the 1997 Annual Meeting,
or in each case, until their successors shall have been elected and
qualified;

2. To approve or disapprove 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 September 30,
1996;

4. Shareholder proposal to amend the Trust's Declaration of Trust to
require each Trustee, within thirty days of election, to become a
shareholder of the Trust; and

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

Shareholders of record as of the close of business on October 26, 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 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.

SHELDON CURTIS,
Secretary

November 8, 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 TERM TRUST 2002
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 20, 1995

This statement is furnished in connection with the solicitation of proxies
by the Trustees of TCW/DW TERM TRUST 2002 (the "Trust") for use at the Annual
Meeting of Shareholders of the Trust to be held on December 20, 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, 3 and against Proposal 4 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 October 26, 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 October 26, 1995 there were 48,801,940 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 November 8, 1995.

(1) ELECTION OF TRUSTEES

The number of Trustees has currently been fixed by the Trustees, pursuant
to the Trust's Declaration of Trust, at ten. There are currently ten
Trustees, three of whom (Richard M. DeMartini, Paul Kolton and Thomas E.
Larkin, Jr.) are standing for election at this Meeting to serve until the
1998 Annual Meeting and two of whom (John L. Schroeder and Marc I. Stern) are
standing for election at this Meeting to serve until the 1997 Annual Meeting,
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. Messrs.
Schroeder and Stern were elected by the Trustees of the Trust at a meeting of
the Trustees held on April 20, 1995. All of the other Trustees were
previously elected by the Shareholders of the Trust.

The Board of Trustees has two committees, an Audit Committee and a
Committee of the Independent Trustees, consisting, in both cases, of the
Independent Trustees of the Trust. Mr. Kolton serves as the Chairman of both
Committees. There are no nominating or compensation committees of the
Trustees.

The functions of the Audit Committee are: recommendation to the Trustees
of the engagement or discharge of the independent accountants; direction and
supervision of investigations into matters within the scope of the
independent accountants' duties, including the power to retain outside
specialists; review with the independent accountants of the audit plan and
results of the auditing engagement; approval of each professional service
provided by the independent accountants prior to the performance of such
service; review of the independence of the independent accountants;
consideration of the range of audit and nonaudit fees; and review of the
adequacy of the Trust's system of internal accounting controls; advice to the
independent accountants and personnel of management that they have direct
access to the Committee at all times; and preparation and submission of
Committee meeting minutes to the full Board.

The functions of the Committee of the Independent Trustees are:
recommendation to the full Board of approval of any management, advisory
and/or administration agreements; recommendation to the full Board of any
underwriting and/or distribution agreements; review of the fidelity bond and
premium allocation; review of errors and omissions, uncollectible items of
deposit and any other joint insurance policies and premium allocation; review
of, and monitoring of compliance with, procedures adopted pursuant to certain
rules promulgated under the Act and such other duties as the Independent
Trustees shall, from time to time, conclude are necessary to carry out their
duties under the Act.

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:
Richard M. DeMartini, Paul Kolton, Thomas E. Larkin, Jr., 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. 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
Trustees in Class II are standing for election at this Meeting and, if
elected, will serve until the 1998 Annual Meeting or until their successors
shall have been elected and qualified and two Trustees in Class I are
standing for election at the Meeting and, if elected, will serve until the
1997 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 October
26, 1995 (shown in parentheses), positions with the Trust, and directorships
(or trusteeships) in other 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 80 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 this Meeting are:

RICHARD M. DeMARTINI,* Trustee since January, 1993; age 43; 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") and member of the DWDC Management Committee;
Director of Dean Witter Services Company Inc. ("DWSC"), Dean Witter
Distributors Inc. ("Distributors"), InterCapital and DWR; Trustee of the
TCW/DW Funds; Member (since January, 1993) and Chairman (since January, 1995)
of the Board of Directors of NASDAQ; formerly President and Chief Operating
Officer of the Consumer Banking Division of DWDC.

PAUL KOLTON, Trustee since September, 1992; age 72; 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 September, 1992; age 56; Executive
Vice President, The TCW Group, Inc.; President and Director of Trust Company
of the West; Vice Chairman and Director of TCW Asset Management Company;
Chairman 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 TCW Galileo Funds, Inc.; Senior Vice President of TCW Convertible
Securities Fund, Inc.; President and Trustee of the TCW/DW Funds.

JOHN L. SCHROEDER, Trustee since April, 1995; age 65; Director or Trustee
of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of Citizens
Utilities Company; formerly Executive Vice President and Chief Investment
Officer of The Home Insurance Company (August, 1991-September, 1995);
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; President, The TCW
Group Inc. (since May 1992); President and Director of the Adviser (since
May, 1992); Vice Chairman and Director of TCW Asset Management Company (since
May, 1992); Executive Vice President and Director of Trust Company of the
West; Chairman and Director of 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).

- ---------------
* 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.
4

The Trustees who are not standing for reelection at the Meeting are:

JOHN C. ARGUE, Trustee since September, 1992; age 63; Of Counsel, 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 Galileo Funds, Inc.;
Trustee, University of Southern California, Occidental College and Pomona
College; Trustee of the TCW/DW Funds.

CHARLES A. FIUMEFREDDO,* Trustee since August, 1992; age 62; 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 Dean Witter Trust Company
("DWTC"); formerly Executive Vice President and Director of DWDC (until
February, 1993); Director and/or officer of various DWDC subsidiaries.

JOHN R. HAIRE, Trustee since September, 1992; 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 (1978-1989)
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 September, 1992; age 46; Senior
Partner, Johnson Smick International, Inc., a consulting firm (since June,
1985); 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
NASDAQ (since June, 1995); 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).

MICHAEL E. NUGENT, Trustee since September, 1992; age 59; 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
(1984-1988); Director of various business organizations.

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; Robert S. Giambrone, Vice President; Philip A.
Barach, Vice President, Jeffrey E. Gundlach, Vice President; Frederick H.
Horton, Vice President; and Thomas F. Caloia, Treasurer. In addition, Marilyn
K. Cranney, Barry Fink, Lou Anne D. McInnis, Ruth Rossi and Carsten Otto
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 and prior
thereto was Chairman of Harborview Group Inc. Mr. Hughey is 64 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. Giambrone is 42 years old and is
currently Senior Vice President of InterCapital, DWSC, Distributors and DWTC
(since August, 1995). He was formerly a partner of KPMG Peat Marwick, LLP.
Mr. Barach is 43 years old and is currently a Managing Director of Trust
Company of the West, TCW Asset Management Company and TCW Funds Management,
Inc. Mr. Gundlach is 35 years old and is currently a Managing Director of
Trust Company of the West, TCW Asset Management Company and TCW Funds
Management, Inc. Both Messrs. Barach and Gundlach have been associated with
The TCW Group, Inc. and/or its subsidiaries for over five years. Mr. Horton
is 37 years old and is currently a Managing Director of Trust Company of the
West, TCW Asset Management Company and TCW Funds Management, Inc. He was
previously a senior portfolio manager for Dewey Square Investors (June
1991-September 1993) and prior thereto was a senior portfolio manager for the
Putnam Companies. 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 of
the date of this proxy statement, there are a total of 13 TCW/DW Funds. As of
September 30, 1995, the TCW/DW Funds had total net assets of approximately
$4.2 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, there are a total of 80 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.

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. Three 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 Boardroom 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 year ended September 30, 1995, the Board of Trustees of the
Trust held six meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust

held three, ten and eight 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 Fund's management believe that having the
same Independent Trustees for each of the TCW/DW Funds in the best interests
of all the Fund's 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 pays each Independent Trustee an annual fee of $3,000 ($3,500
prior to October 1, 1995) plus a per meeting fee of $250 ($350 prior to
October 1, 1995) for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the Trust pays the Chairman of the
Audit Committee an

annual fee of $1,200 and pays 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 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.

The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended September 30,
1995. Mr. Schroeder was elected as a Trustee of the Trust on April 20, 1995.

TRUST COMPENSATION

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

John C. Argue .............. $6,175
John R. Haire .............. 6,475
Dr. Manuel H. Johnson ..... 7,925
Paul Kolton ................ 8,725*
Michael E. Nugent .......... 7,575
John L. Schroeder .......... 3,718

* 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
Trust's Adviser, TCW Funds Management, Inc., also serves as Adviser to that
investment company.

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
OF 13 TCW/DW OF 73 DEAN WITTER TCW GALILEO TRUSTEES AND TCW GALILEO FUNDS,
NAME OF INDEPENDENT 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

- ---------------
** For the 73 Dean Witter Funds.

*** For the 13 TCW/DW Funds.

As of the date of this proxy, 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
MANAGEMENT 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 November 20, 1992 (referred to herein as the
"Advisory Agreement").

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
September 24, 1992, and was approved by DWR, the then sole shareholder of the
Trust, on November 19, 1992. The Trust's Shareholders last approved the
continuance of the Advisory Agreement at their Annual Meeting on December 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 BOARD OF TRUSTEES, INCLUDING THE MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE ADVISORY AGREEMENT.

THE ADVISORY AGREEMENT

The Advisory Agreement provides that the Investment Adviser shall
continuously 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 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 had an initial term ending April 30, 1994 and the
Advisory Agreement 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 the Independent Trustees at a meeting held on April 20, 1995,
called for the purpose of approving the Advisory 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.

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 0.26% to the Trust's
average weekly net assets. Pursuant to the Advisory Agreement, the Trust
accrued to the Investment Adviser total compensation of $1,069,311 during the
fiscal year ended September 30, 1995. The net assets of the Trust totalled
$447,044,972 at September 30, 1995.

INVESTMENT ADVISER

TCW Funds Management, Inc. (the "Adviser") is the Trust's investment
adviser. The 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 September 30,
1995, the Adviser and its affiliates had approximately $50 billion under
management or committed to management. The Adviser is headquartered at 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017.

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

Thomas E. Larkin, Jr., Chairman, Marc I. Stern, President and Alvin R.
Albe, Jr., Executive Vice President. Mr. Robert A. 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, Inc. The principal occupations of Messrs. Larkin and Stern are
described in the preceding tables. Mr. Albe is an Executive Vice President of
The TCW Group, Inc.

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 and
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 0.39% to the Trust's weekly net assets. For the fiscal year
ended September 30, 1995, the Trust accrued to DWSC, pursuant to a Management
Agreement, total compensation of $1,603,966.

The Principal Executive Officers 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 a 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 Officer 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 year ended September 30, 1995, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Manager, transfer agency fees of $192,795.

(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 September 30,
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 AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.

(4) SHAREHOLDER PROPOSAL TO AMEND THE TRUST'S DECLARATION OF TRUST TO
REQUIRE EACH TRUSTEE, WITHIN THIRTY DAYS OF ELECTION,
TO BECOME A SHAREHOLDER IN THE TRUST

The Trust has been informed by Edwin S. Mullett, 230 East Shore Drive,
Lake Toxaway, North Carolina, 28747, a shareholder of record who owned 2,000
shares at November 3, 1995, that he intends to submit the following proposal
at the meeting:

RESOLVED, that the Declaration of Trust be amended to require each
Trustee, within thirty days of election, to become a shareholder of the
Trust.

The proponent has requested that the following statement be included in
support of his proposal:

I consider it self-evident that a trustee might be more concerned and
interested if he were also an investor in our Trust. Yet, according to the
last proxy statement, not one of our trustees owned a single share of the
Trust. This proposal would hardly impose a financial hardship since it
would cost less than $10 to meet the requirement. It's possible the
trustees will consider this proposal a nuisance since they serve on so
many different boards. I would respond that perhaps our trustees are
spread too thin if they find it a burden to join us as shareholders.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL.

THE BOARD OF TRUSTEES RECOMMENDATION

Mr. Mullet's statement in support of his proposal indicates that ownership
of a single share of the Trust would satisfy the proposed ownership
requirement "since it would cost less than $10 to meet the requirements." The
Trust's Trustees believe that ownership of one share of the Trust would be a
meaningless gesture. The Trustees have also considered whether a more
meaningful share ownership would be in the best interests of the Trust's
shareholders and concluded that it would not be, for several reasons.

The Trustees believe it is not necessary to own shares of the Trust to act
in the best interests of shareholders and that they can carry out their
duties and functions diligently and effectively without such ownership.
Moreover, the Trust's objectives and policies may not be appropriate for a
Trustee's individual financial circumstances and needs and the Trust could be
inhibited in its ability to attract Trustees if the available pool consists
only of those whose personal financial needs are met by the Trust's
objectives and policies.

The Trustees believe that any share ownership requirement for the Trust
should logically be extended to all Funds in the complex. This could be a
difficult requirement for Trustees to meet and still serve on all the Boards
in the complex. The Trustees believe that action should not be taken which
would make it more difficult to maintain a common board because a common
board avoids the duplication of effort that would arise from having different
groups of individuals serving as Trustees for each of the Funds and avoids
the cost and confusion that may arise from different conclusions reached by
different boards on the same operations and management issues. In addition,
the Independent Trustees believe that having the same Independent Trustees
for each of the TCW/DW Funds is in the best interests of all the Funds'
shareholders; that serving as Independent Trustees of all 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. Finally, the Trustees believe
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 high caliber Independent Trustees.

The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for the
approval of the shareholder proposal.

ADDITIONAL INFORMATION

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than July 12, 1996 for
inclusion in the proxy statement and proxy for that meeting.

Four purported class action lawsuits 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, plaintiffs filed an amended
complaint consolidating these four actions. No defendant has yet responded.

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.

REPORTS TO SHAREHOLDERS

The Trust's most recent Annual Report and its most recent Semi-Annual
Report succeeding the Annual Report are available without charge upon request
from Adrienne Ryan-Pinto at Dean Witter Trust Company, Harborside Financial
Center, Plaza Two, Jersey City, New Jersey 07311 (telephone 1-800-869-NEWS)
(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 October 26, 1995.

ANNUAL
MANAGEMENT FEE
AS PERCENT OF
NET ASSETS ON AVERAGE NET
NAME OCTOBER 26, 1995 ASSETS
- ---------------------- ---------------- --------------

TCW/DW Term Trust 2003 $977,548,802 (1)
TCW/DW Term Trust 2002 $450,490,920 (1)
TCW/DW Term Trust 2000 $484,582,252 (2)

- ---------------
1. 0.26% of the Trust's weekly net assets.

2. 0.24% of the Trust's weekly net assets.

I-1

TCW/DW TERM TRUST 2002
ANNUAL MEETING OF SHAREHOLDERS--DECEMBER 20, 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 Term Trust 2002 on December 20, 1995 at 10:00 a.m., New York City
time, and at any adjournment thereof, on the proposals set forth in the
Notice of Meeting dated November 8, 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.

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

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

PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK.
1. ELECTION OF TRUSTEES:
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees
listed below)

Richard M. DeMartini, Paul Kolton, Thomas E. Larkin, Jr., John L. Schroeder,
and Marc I. Stern

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- -----------------------------------------------------------------------------
2. APPROVAL OF INVESTMENT ADVISORY AGREEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. SHAREHOLDER PROPOSAL:
[ ] FOR [ ] AGAINST [ ] ABSTAIN

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

117

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
----------------------
----------------------
Signature
----------------------
Signature