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. )



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 .... TCW/DW Emerging Markets Opportunities Trust....... . . . . .
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                 TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST 

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 
                           TO BE HELD JUNE 24, 1997 

   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 
Career Development Room, Sixty-first Floor, 2 World Trade Center, New York, 
New York 10048, on June 24, 1997 at 10:00 a.m., New York City time, for the 
following purposes: 

       1. To elect two (2) Trustees to serve until the 2000 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, 
     1998; 

       4. To approve or disapprove a shareholder proposal recommending the 
     Board of Trustees take action to convert the Trust from a closed-end to 
     an open-end status; 

       5. If Proposal No. 4 is approved, to approve the conversion of the 
     Trust from a closed-end investment company to an open-end investment 
     company and to amend the Trust's Declaration of Trust; 

       6. If Proposal No. 4 is approved, to elect nine (9) Trustees; 

       7. If Proposal No. 4 is approved, to approve a new Investment Advisory 
     Agreement between the Trust and TCW Funds Management, Inc.; 

       8. If Proposal No. 4 is approved, to approve a new Sub-Advisory 
     Agreement between TCW Funds Management, Inc. and TCW London 
     International Limited; 

       9. If Proposal No. 4 is approved, to approve a new Sub-Advisory 
     Agreement between TCW Funds Management, Inc. and TCW Asia Limited; 

      10. If Proposal No. 4 is approved, to approve a Plan of Distribution 
     pursuant to 12b-1 under the Investment Company Act of 1940, as amended; 
     and 

      11. 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 24, 1997 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. 
                                                  BARRY FINK, 
                                                   Secretary 
May [5], 1997 
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 24, 1997

   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 
24, 1997, 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 in Proposals 1 and 6, in favor of Proposals 2, 3, 5, 7, 8, 9 and 10, 
and in abstention for Proposal 4. 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 (if 
returned and received in time to be voted), or attendance and voting at the 
Annual Meeting of Shareholders. Attendance at the Meeting will not in and of 
itself revoke a proxy. 

   Shareholders as of the close of business on April 24, 1997, 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 24, 1997 there were             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, which expenses are 
not expected to exceed $16,000, 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. In addition, the Trust may employ William F. 
Doring and Co. as proxy solicitor, the cost of which is not expected to 
exceed $3,000 and will be borne by the Trust. The first mailing of this proxy 
statement is expected to be made on or about May [5], 1997. 

                                       2

                           (1) ELECTION OF TRUSTEES

   The number of Trustees has been currently fixed by the Trustees, pursuant 
to the Trust's Declaration of Trust, at nine. There are currently nine 
Trustees, two of whom (Richard M. DeMartini and Thomas E. Larkin, Jr.) are 
standing for election at this Meeting to serve until the 2000 Annual Meeting 
in accordance with the Trust's Declaration of Trust. 

   Five of the current nine Trustees (John C. Argue, John R. Haire, Manuel H. 
Johnson, Michael E. Nugent and John L. Schroeder) are Independent Trustees, 
that is, Trustees who are not "interested persons" of the Trust, as that term 
is defined in the Investment Company Act of 1940, as amended (the "1940 
Act"). The nominees for election as Trustees of the Trust have been proposed 
by the Trustees now serving or, in the case of the nominees for positions as 
Independent Trustees, by the Independent Trustees now serving. All of the 
Trustees have been elected by the Shareholders 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: 
Richard M. DeMartini and Thomas E. Larkin, Jr. 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 majority of the 
votes cast at the meeting. 

   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 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 Class II 
Trustees are standing for election at this Meeting and, if elected, will 
serve until the 2000 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 24, 
1997 (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 14 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 84 investment companies 
for which InterCapital serves as investment manager or investment adviser 
(referred to herein as the "Dean Witter Funds"). 

                                3           

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

   RICHARD M. DeMARTINI, * Trustee since December, 1993; age 44; President 
and Chief Operating Officer of Dean Witter Capital, a division of Dean Witter 
Reynolds Inc. ("DWR"); Director of DWR, the Manager, InterCapital, Dean 
Witter Distributors Inc. ("Distributors") and Dean Witter Trust Company 
("DWTC"); Executive Vice President of Dean Witter, Discover & Co. ("DWDC"); 
Member of the DWDC Management Committee; Trustee of the TCW/DW Funds; 
formerly Vice Chairman of the Board of the National Association of Securities 
Dealers, Inc.; formerly Chairman of the Board of the NASDAQ Market, Inc. 

   THOMAS E. LARKIN, Jr.,* Trustee since February 1994; age 57; Executive 
Vice President and Director, 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; Member of the Board of Trustees of the 
University of Notre Dame; Director Orthopaedic Hospital of Los Angeles; 
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. 

   The Trustees who are not standing for reelection at this Meeting under 
this proposal are: 

   JOHN C. ARGUE, Trustee since February, 1994; age 65; 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); Director, 
Coast Savings Financial Inc. and Coast Federal Bank (a subsidiary of Coast 
Savings Financial Inc.); Chairman, Rose Hills Foundation (charitable 
foundation); 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. 

   CHARLES A. FIUMEFREDDO,* Trustee since December, 1993; age 63; 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 72; 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; Chairman of the 
Audit Committee and Chairman of the Committee of the Independent Trustees and 
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 February 1994; age 48; Senior 
Partner, Johnson Smick International, Inc., a consulting firm; Co-Chairman 
and a founder of the Group of Seven Council (G7C), an international economic 
commission; Director or Trustee of the Dean Witter Funds; Trustee of the 
TCW/DW 

- ------------ 
* 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 1940 Act, due to their affiliation with the Investment 
Adviser or Manager and/or their affiliated companies. 

                                4           

Funds; Director of NASDAQ (since June 1995); Director of Greenwich Capital 
Markets, Inc. (broker-dealer); Trustee of the Financial Accounting Foundation 
(oversight organization for the FASB); formerly Vice Chairman of the Board of 
Governors of the Federal Reserve System (1986-1990) and Assistant Secretary 
of the U.S. Treasury (1982-1986). 

   MICHAEL E. NUGENT, Trustee since February, 1994; age 60; General Partner, 
Triumph Capital, L.P., a private investment partnership; 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. 

   JOHN L. SCHROEDER, Trustee since April 1995; age 66; Retired; 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). 

   MARC I. STERN,* Trustee since April, 1995; age 53; Vice President of the 
Trust; President and Director, 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); Chairman and 
Director of TCW Galileo Funds, Inc.; Trustee of the TCW/DW Funds; Chairman of 
TCW Americas Development, Inc.; Executive Vice President and Director, Trust 
Company of the West (since November 1990). Chairman of TCW Asia, Limited 
(since January 1993); Chairman of TCW London International, Limited (since 
March, 1993); Director of Qualcomm, Incorporated (wireless communications); 
Director or Trustee of various not-for-profit organizations; formerly 
President of SunAmerica, Inc. (financial services company). 

   The executive officers of the Trust are: Barry Fink, Vice President, 
Secretary and General Counsel; Robert M. Scanlan, Vice President; Robert S. 
Giambrone, Vice President; Joseph J. McAlinden, Vice President; Shaun C.K. 
Chan, Vice President; Michael P. Reilly, Vice President; Terence F. Mahony, 
Vice President; and Thomas F. Caloia, Treasurer. In addition, Marilyn K. 
Cranney, Lou Anne D. McInnis, Carsten Otto, Ruth Rossi and Frank Bruttomesso 
serve as Assistant Secretaries. Mr. Fink is 42 years old and is currently 
Senior Vice President (since June 1993), Secretary and General Counsel (since 
February 1997) of InterCapital and DWSC and Assistant Secretary of DWR (since 
August 1996); he is also Senior Vice President, Assistant Secretary and 
Assistant General Counsel of Distributors. He has been an employee of 
InterCapital for over five years. Mr. Scanlan is 60 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. Giambrone is 42 years old and is 
currently Senior Vice President of InterCapital, DWSC, Distributors and DWTC 
(since August 1995); he is also a Director of DWTC (since April, 1996). He 
was formerly a partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 54 years 
old and is currently Executive Vice President and a Director of DWTC (since 
April 1996); he is also Chief Investment Officer of InterCapital. He was 
previously Senior Vice President of InterCapital (June 1995-April 1996). 
Prior to that he was a Managing Director of Dillon Reed. Mr. Chan is 34 years 
old and is currently a Managing Director of the Adviser, TCW Asset Management 
Co. and Trust Company of the West and President and Director of TCW Asia 
Limited. He was previously the Regional Strategist and a Director of Wardley 
Investment Services (1986-1993). Mr. Reilly is 33 years old and is currently 
a Managing Director of the Adviser, TCW Asset Management Co. and Trust 
Company of the West. He was previously a Vice President of Security Pacific 
Bank (until 1992). Mr Mahony is 59 years old and is currently a Managing 
Director of the Adviser, TCW Asset Management Co. and Trust Company of the 
West and head of Emerging Markets Equities of the Adviser, TCW Asset 
Management Co. and Trust Company of the West. Mr. Caloia is 51 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. 

                                5           

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

   The Board of Trustees consists of nine (9) trustees. These same 
individuals also serve as trustees for all of the TCW/DW Funds. As of the 
date of this Proxy Statement, there are a total of 14 TCW/DW Funds. As of 
March 31, 1997, the TCW/DW Funds had total net assets of approximately $4 
billion and approximately a quarter of a million shareholders. 

   Five Trustees (56% 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 other four Trustees (the 
"Management Trustees") are affiliated with either Dean Witter Services 
Company Inc. or TCW. Four of the five independent Trustees are also 
Independent Trustees of the Dean Witter Funds. 

   Law and regulation establish both general guidelines and specific duties 
for the Independent Trustees. The TCW/DW Funds seek as Independent Trustees 
individuals of distinction and experience in business and finance, government 
service or academia; these are people whose advice and counsel are in demand 
by others and for whom there is often competition. To accept a position on 
the Funds' Boards, such individuals may reject other attractive assignments 
because the Funds make substantial demands on their time. Indeed, by serving 
on the Funds' Boards, certain Trustees who would otherwise be qualified and 
in demand to serve on bank boards would be prohibited by law from doing so. 

   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 Committees hold some meetings at 
the offices of the Manager or Adviser and some outside those offices. 
Management Trustees or officers do not attend these meetings unless they are 
invited for purposes of furnishing information or making a report. There are 
no nominating or compensation Committees of the Trustees. 

   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 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. Each of the open-end TCW/DW Funds 
has such a plan. 

   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; and preparing and submitting 
Committee meeting minutes to the full Board. 

   Finally, the Board of each Fund has formed 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. 

   For the fiscal year ended January 31, 1997, the Board of Trustees of the 
Trust held 7 meetings, and the Audit Committee, the Committee of the 
Independent Trustees and the Derivatives Committee of the Trust held 2, 9, 
and 4 meetings, respectively. No Trustee attended fewer than 75% of the 
meetings of the Board of Trustees, the Audit Committee or the Derivatives 
Committee held while he served in such positions. 

                                6           

DUTIES OF CHAIRMAN OF COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT 
COMMITTEE 

   The Chairman of the Committees maintains an office in the Funds' 
headquarters in New York. He 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 various issues, and arranges to have that 
information furnished to Committee members. He also arranges for the services 
of independent experts 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 both 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 Investment 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 Committee of the Independent Trustees and the Audit 
Committee 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 Chairman of the Committee of the 
Independent Trustees and the Audit Committee and Independent Director or 
Trustee of the Dean Witter Funds. The current Committee Chairman has had more 
than 35 years experience as a senior executive in the investment company 
industry. 

ADVANTAGES 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 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. They believe 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 possibility 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, 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. 

SHARE OWNERSHIP BY TRUSTEES 

   The Trustees have adopted a policy pursuant to which each Trustee and/or 
his or her spouse is required to invest at least $25,000 in any of the Funds 
in the TCW/DW Funds complex (and, if applicable, in the Dean Witter Funds 
complex) on whose boards the Trustee serves. In addition, the policy 
contemplates that the Trustees will, over time, increase their aggregate 
investment in the Funds above the $25,000 minimum requirement. The Trustees 
may allocate their investments among specific Funds in any manner they 
determine is appropriate based on their individual investment objectives. As 
of the date of this proxy statement, each Trustee is in compliance with the 
policy. Any future Trustee will be given a one year period following his or 
her 

                                7           

election within which to comply with the foregoing. As of March 31, 1997, the 
total value of the investments by the Trustees and/or their spouses in shares 
of the TCW/DW Funds (and, if applicable, the Dean Witter Funds) was 
approximately $  million. 

   As of April 24, 1997, the aggregate number of shares of beneficial 
interest of the Trust owned by the Trust's officers and Trustees as a group 
was less than 1 percent of the Trust's shares of beneficial interest 
outstanding. 

COMPENSATION OF INDEPENDENT TRUSTEES 

   The Trust pays each Independent Trustee an annual fee of $2,225 plus a per 
meeting fee of $200 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 $750 and pays the Chairman of the 
Committee of the Independent Trustees an additional annual fee of $1,200). 
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 Trustees of the 
TCW/DW Funds do not have retirement or deferred compensation plans. 

   The following table illustrates the compensation paid to the Fund's 
Independent Trustees by the Trust for the fiscal year ended January 31, 1997. 

                              TRUST COMPENSATION 



                                 AGGREGATE 
                               COMPENSATION 
NAME OF INDEPENDENT TRUSTEE    FROM THE FUND 
- ---------------------------  --------------- 
                          
John C. Argue...............      $5,291 
John R. Haire...............       6,553 
Dr. Manuel H. Johnson.......       5,274 
Michael E. Nugent...........       5,054 
John L. Schroeder...........       5,491 


   The following table illustrates the compensation paid to the Fund's 
Independent Trustees for the calendar year ended December 31, 1996 for 
services to the 14 TCW/DW Funds and, in the case of Messrs. Haire, Johnson, 
Nugent and Schroeder, the 82 Dean Witter Funds that were in operation at 
December 31, 1996, and, in the case of Mr. Argue, TCW Galileo Funds, Inc. 
With respect to Messrs. Haire, Johnson, 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. 

                                8           

                      CASH COMPENSATION FROM FUND GROUPS 



                                                                                              FOR SERVICE AS 
                                                                             FOR SERVICES AS   CHAIRMAN OF 
                                                                               CHAIRMAN OF    COMMITTEES OF 
                                              FOR SERVICE                     COMMITTEES OF    INDEPENDENT        TOTAL CASH 
                             FOR SERVICE AS  AS DIRECTOR OR                    INDEPENDENT      DIRECTORS/     COMPENSATION PAID 
                              TRUSTEE AND     TRUSTEE AND                       TRUSTEES         TRUSTEES       FOR SERVICES TO 
                               COMMITTEE       COMMITTEE                        AND AUDIT       AND AUDIT       82 DEAN WITTER 
                                 MEMBER          MEMBER      FOR SERVICE AS    COMMITTEES       COMMITTEES         FUNDS, 14 
                                 OF 14           OF 82        DIRECTOR OF         OF 14           OF 82          TCW/DW FUNDS 
NAME OF INDEPENDENT              TCW/DW       DEAN WITTER     TCW GALILEO        TCW/DW        DEAN WITTER          AND TCW 
TRUSTEE                          FUNDS           FUNDS        FUNDS, INC.         FUNDS           FUNDS       GALILEO FUNDS, INC. 
   
- --------------------------  --------------  --------------  --------------  ---------------  --------------  ------------------- 
                                                                                           
John C. Argue..............     $66,483            --           $39,000             --              --             $105,483 
John R. Haire..............      64,283         $106,400           --            $12,187         $195,450           378,320 
Dr. Manuel H. Johnson .....      66,483          137,100           --               --              --              203,583 
Michael E. Nugent..........      64,283          138,850           --               --              --              203,133 
John L. Schroeder..........      69,083          137,150           --               --              --              206,233 


   As of the date of this Proxy Statement, 57 of the Dean Witter Funds have 
adopted a retirement program under which an Independent Trustee who retires 
after serving for at least five years (or such lesser period as may be 
determined by the Board) as an Independent Director or Trustee of any Dean 
Witter Fund that has adopted the retirement program (each such Fund referred 
to as an "Adopting Fund" and each such Trustee referred to as an "Eligible 
Trustee") is entitled to retirement payments upon reaching the eligible 
retirement age (normally, after attaining age 72). Annual payments are based 
upon length of service. Currently, upon retirement, each Eligible Trustee is 
entitled to receive from the Adopting Fund, commencing as of his or her 
retirement date and continuing for the remainder of his or her life, an 
annual retirement benefit (the "Regular Benefit") equal to 25.0% of his or 
her Eligible Compensation plus 0.4166666% of such Eligible Compensation for 
each full month of service as an Independent Director or Trustee of any 
Adopting Fund in excess of five years up to a maximum of 50.0% after ten 
years of service. The foregoing percentages may be changed by the Board. (1) 
"Eligible Compensation" is one-fifth of the total compensation earned by such 
Eligible Trustee for service to the Adopting Fund in the five year period 
prior to the date of the Eligible Trustee's retirement. Benefits under the 
retirement program are not secured or funded by the Adopting Funds. 

   The following table illustrates the retirement benefits accrued to Messrs. 
Haire, Johnson, Nugent and Schroeder by the 57 Dean Witter Funds for the year 
ended December 31, 1996, and the estimated retirement benefits for Messrs. 
Haire, Johnson, Nugent and Schroeder, to commence upon their retirement, from 
the 57 Dean Witter Funds as of December 31, 1996. 

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

(1) An Eligible Trustee may elect alternate payments of his or her retirement 
    benefits based upon the combined life expectancy of such Eligible Trustee 
    and his or her spouse on the date of such Eligible Trustee's retirement. 
    The amount estimated to be payable under this method, through the 
    remainder of the later of the lives of such Eligible Trustee and spouse, 
    will be the actuarial equivalent of the Regular Benefit. In addition, the 
    Eligible Trustee may elect that the surviving spouse's periodic payment 
    of benefits will be equal to either 50% or 100% of the previous periodic 
    amount, an election that, respectively, increases or decreases the 
    previous periodic amount so that the resulting payments will be the 
    actuarial equivalent of the Regular Benefit. 
                                9           

                RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS 



                                ESTIMATED 
                              CREDITED YEARS     ESTIMATED     RETIREMENT BENEFITS  ESTIMATED ANNUAL BENEFITS 
                              OF SERVICE AT    PERCENTAGE OF   ACCRUED AS EXPENSES       UPON RETIREMENT 
                                RETIREMENT       ELIGIBLE        BY ALL ADOPTING        FROM ALL ADOPTING 
NAME OF INDEPENDENT TRUSTEE    (MAXIMUM 10)    COMPENSATION           FUNDS                 FUNDS(2) 
- ---------------------------  --------------  ---------------  -------------------  ------------------------- 
                                                                       
John R. Haire...............        10             50.0%             $46,952                $129,550 
Dr. Manuel H. Johnson.......        10             50.0               10,926                  51,325 
Michael E. Nugent...........        10             50.0               19,217                  51,325 
John L. Schroeder...........         8             41.7               38,700                  42,771 


(2) Based on current levels of compensation. Amount of annual benefits also 
    varies depending on the Trustee's elections described in Footnote (1) 
    above. 

REQUIRED VOTE 

   The election of the nominees as Trustees requires the affirmative vote of 
a majority of the shares represented in person or by proxy and entitled to 
vote at a meeting at which a quorum is present. Under the Trust's By-laws, 
the presence in person or by proxy of the holders of a majority of the shares 
issued and outstanding and entitled to vote at the Meeting shall constitute a 
quorum. 

   THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE 
ELECTION OF THE TWO NOMINEES AS TRUSTEES. 

              (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, and amended as of June 27, 1996 
(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 
February 9, 1994, and was approved by InterCapital, the then sole shareholder 
of the Trust, on March 22, 1994. The Advisory Agreement was last approved by 
the Shareholders at their Annual Meeting held on June 27, 1996. 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. 

                               10           

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 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, 1995 and 
provides that, after the initial period of effectiveness, 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 most recent 
continuation until April 30, 1998, was approved by the Trustees, including a 
majority of Independent Trustees, at a Meeting of the Trustees held on April 
24, 1997, 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). 

                               11           

   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 $1,394,498 during the 
fiscal year ended January 31, 1997. The net assets of the Trust totalled 
$305,307,534 at January 31, 1997. 

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., 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, 1997, the Investment 
Adviser and its affiliates had over $52 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: 

   Thomas E. Larkin, Jr., Chairman, Marc I. Stern, President and Alvin R. 
Albe, Jr., Executive Vice President of the Investment Adviser. Mr. Robert A. 
Day may be deemed to be a control person of the Adviser by virtue of the 
aggregate ownership by 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. 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 Investment 
Adviser provides investment advisory or sub-advisory services and which have 
similar investment objectives to that of the Trust, and sets forth the fees 
payable to the Investment Adviser by such investment companies, including the 
Trust, and their net assets as of March 31, 1997. 

MANAGER 

   Dean Witter Services Company Inc. ("DWSC" or the "Manager"), a Delaware 
corporation, 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"), a Delaware corporation. 
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 Dean Witter Reynolds Inc. ("DWR"). 

   On February 5, 1997, DWDC and Morgan Stanley Group Inc. announced that 
they had entered into an Agreement and Plan of Merger, with the combined 
company to be named Morgan Stanley, Dean Witter, Discover & Co. The business 
of Morgan Stanley Group Inc. and its affiliated companies is providing a wide 
range of financial services for sovereign governments, corporations, 
institutions and individuals throughout the 

                               12           

world. DWDC is the direct parent of InterCapital and Distributors. It is 
currently anticipated that the transaction will close in mid-1997. 
Thereafter, InterCapital and Distributors will be direct subsidiaries of 
Morgan Stanley, Dean Witter, Discover & Co. 

   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 0.75% to the Trust's weekly net assets. For the fiscal year 
ended January 31, 1997, the Trust accrued to DWSC, pursuant to a Management 
Agreement, total compensation of $2,091,746. 

   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 year ended January 31, 1997, the Trust accrued to Dean 
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the 
Manager, transfer agency fees of $284,526. 

SUB-ADVISERS 

   TCW Asia Limited ("TCW Asia") and TCW/DW London International, Limited 
("TCW London") are the Trust's sub-advisers. TCW Asia and TCW London are both 
wholly-owned subsidiaries of The TCW Group, Inc. 

AFFILIATED BROKER 

   Because DWR and InterCapital are under the common control of DWDC, DWR is 
an affiliated broker of InterCapital. During the fiscal year ended January 
31, 1997, the Trust did not pay any brokerage commissions to DWR. 

REQUIRED VOTE 

   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 1940 Act as the lesser of (a) 67% or more 

                               13           

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 VOTE "FOR" THE 
CONTINUANCE OF THE ADVISORY AGREEMENT. 

    (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, 
1998. 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. 

REQUIRED VOTE 

   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. 

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

(4) SHAREHOLDER PROPOSAL RECOMMENDING THAT THE BOARD OF TRUSTEES TAKE ACTION 
           TO CONVERT THE FUND FROM CLOSED-END TO OPEN-END STATUS. 

SHAREHOLDER PROPOSAL 

   The Board of Trustees has been informed by Newgate Management Associates, 
located at 80 Field Point Road, Greenwich, CT 06830, which beneficially owns 
133,575 shares of Common Stock, that it intends to submit the following 
proposal at the Meeting: 

   RESOLVED, that the holders of the common stock of TCW/DW Emerging Markets 
Opportunities Trust (the "Trust"), assembled at an annual meeting in person 
and by proxy, hereby recommend that the Trust's Board of Trustees take all 
necessary legal and other actions to convert the Trust from closed-end status 
to open-end status. 

   The proponent has requested that the following statement be included in 
the proxy statement in support of its proposal. 

      The prospectus, dated March 23, 1994, pursuant to which the Trust 
    offered its common stock to the public states, that: "In recognition of 
    the possibility that the Trust's shares might . . . trade at a discount, 
    the Trustees have determined that it would be in the interest of 
    shareholders for the Trust to take action to attempt to reduce or 
    eliminate a market value discount from net asset value." The prospectus 
    also states that "The Trust's Declaration of Trust contains a provision 
    which allows for the conversion of the Trust from a closed-end to an 
    open-end investment company." 

      DESPITE THE FACT THAT THE TRUST HAS TRADED AT AN AVERAGE DISCOUNT OF 
    17.01% FOR THE PAST 52 WEEKS AND AN AVERAGE DISCOUNT OF 14.3% SINCE THE 
    TRUST'S INCEPTION THROUGH DECEMBER 6, 1996, THE BOARD OF TRUSTEES HAS NOT, 
    OCCASIONAL REPURCHASES NOT WITHSTANDING, ATTEMPTED TO REDUCE THIS DISCOUNT 
    EITHER THROUGH TENDER OFFERS OR THE CONVERSION OF THE TRUST TO OPEN-END 
    STATUS. 

                                      14


  "EMO DISCOUNT" PERCENTAGE PREMIUM/DISCOUNT COMPARISON SINCE APRIL 29, 1994 

        [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND
        ACCURATE DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR
                        THE PURPOSE OF EDGAR FILING.]



 Date                 Price            NAV          (%) Premium/Discount 
 ----                 ------           ----         --------------------- 
                                           
 4/29/94              15.125          14.00            8.036
 5/ 6/94              15.250          13.97            9.162
 5/13/94              15.250          13.95            9.319
 5/20/94              15.125          14.17            6.740
 5/27/94              15.000          14.20            5.634
 6/ 3/94              15.125          14.10            7.270
 6/10/94              15.000          14.06            6.686
 6/17/94              15.125          14.01            7.959
 6/24/94              14.500          13.71            5.762
 7/ 1/94              14.250          13.70            4.015
 7/ 8/94              14.000          13.84            1.156
 7/15/94              14.000          14.01           -0.071
 7/22/94              13.500          14.00           -3.571
 7/29/94              13.250          14.28           -7.213
 8/ 5/94              13.875          14.50           -4.310
 8/12/94              13.500          14.87           -9.213
 8/19/94              14.125          15.41           -8.339
 8/26/94              14.250          15.37           -7.287
 9/ 2/94              14.000          15.55           -9.968
 9/ 9/94              14.000          15.69          -10.771
 9/16/94              13.875          15.77          -12.016
 9/23/94              13.750          15.90          -13.522
 9/30/94              13.750          15.65          -12.141
10/ 7/94              13.250          15.36          -13.737
10/14/94              13.625          15.75          -13.492
10/21/94              13.375          15.53          -13.876
10/28/94              13.000          15.43          -15.749
11/ 4/94              12.625          15.33          -17.645
11/11/94              13.125          15.18          -13.538
11/18/94              12.625          14.75          -14.407
11/25/94              12.625          14.32          -11.837
12/ 2/94              12.000          14.34          -16.318
12/ 9/94              11.500          13.96          -17.622
12/16/94              11.375          13.95          -18.459
12/23/94              10.625          13.00          -18.269
12/30/94              10.625          12.84          -17.251
 1/ 6/95              10.250          12.16          -15.707
 1/13/95              10.125          11.77          -13.976
 1/20/95               9.375          11.33          -17.255
 1/27/95              10.125          11.06           -8.454
 2/ 3/95               9.500          11.54          -17.678
 2/10/95               9.500          11.45          -17.031
 2/17/95               9.250          11.90          -22.269
 2/24/95               8.750          10.95          -20.091
 3/ 3/95               8.625          10.50          -17.857
 3/10/95               8.750          10.27          -14.800
 3/17/95               8.625          10.62          -18.785
 3/24/95               9.125          10.79          -15.431
 3/31/95               9.250          10.96          -15.602
 4/ 7/95               9.500          11.26          -15.631
 4/14/95               9.000          11.06          -18.626
 4/21/95               9.500          11.38          -16.520
 4/28/95               9.875          11.41          -13.453
 5/ 5/95               9.625          11.73          -17.945
 5/12/95              10.375          12.25          -15.306
 5/19/95              10.375          12.17          -14.749
 5/26/95              10.125          12.21          -17.076
 6/ 2/95              10.125          12.40          -18.347
 6/ 9/95              10.000          12.12          -17.492
 6/16/95              10.000          12.19          -17.966
 6/23/95               9.875          12.07          -18.186
 6/30/95              10.125          12.05          -15.975
 7/ 7/95              10.625          12.58          -15.541
 7/14/95              10.625          12.70          -16.339
 7/21/95              10.250          12.52          -18.131
 7/28/95              10.250          12.52          -18.131
 8/ 4/95              10.125          12.68          -20.150
 8/11/95               9.875          12.53          -21.189
 8/18/95              10.125          12.29          -17.616
 8/25/95              10.000          12.28          -18.567
 9/ 1/95               9.750          12.28          -20.603
 9/ 8/95               9.875          12.22          -19.190
 9/15/95              10.000          12.41          -19.420
 9/22/95              10.000          12.23          -18.234
 9/29/95               9.875          12.04          -17.982
10/ 6/95               9.500          11.97          -20.635
10/13/95               9.375          11.80          -20.551
10/20/95               9.375          11.92          -21.351
10/27/95               9.125          11.47          -20.445
11/ 3/95               9.500          11.36          -16.373
11/10/95               9.625          11.02          -12.659
11/17/95               9.125          11.00          -17.045
11/24/95               9.250          11.28          -17.996
12/ 1/95               9.500          11.63          -18.315
12/ 8/95               9.875          11.76          -16.029
12/15/95              10.125          11.71          -13.535
12/22/95              10.250          12.02          -14.725
12/29/95              10.125          11.97          -15.414
 1/ 5/96              11.500          12.63           -8.947
 1/12/96              11.500          12.70           -9.449
 1/19/96              11.875          12.86           -7.659
 1/26/96              12.375          12.89           -3.995
 2/ 2/96              12.250          13.00           -5.769
 2/ 9/96              11.875          13.11           -9.420
 2/16/96              12.000          13.03           -7.905
 2/23/96              11.625          13.02          -10.714
 3/ 1/96              11.250          12.78          -11.972
 3/ 8/96              10.125          12.49          -18.935
 3/15/96              10.625          12.47          -14.796
 3/22/96              10.750          12.81          -16.081
 3/29/96              10.875          12.79          -14.973
 4/ 5/96              10.750          12.94          -16.924
 4/12/96              10.750          12.99          -17.244
 4/19/96              10.750          13.38          -19.656
 4/26/96              10.875          13.45          -19.145
 5/ 3/96              10.625          13.44          -20.945
 5/10/96              11.000          13.53          -18.699
 5/17/96              11.125          13.63          -18.379
 5/24/96              11.000          13.64          -19.355
 5/31/96              10.875          13.69          -20.562
 6/ 7/96              10.750          13.47          -20.193
 6/14/96              10.750          13.38          -19.656
 6/21/96              10.875          13.44          -19.085
 6/28/96              11.000          13.53          -18.699
 7/ 5/96              10.875          13.64          -20.271
 7/12/96              10.750          13.49          -20.311
 7/19/96              10.500          13.40          -21.642
 7/26/96              10.125          12.78          -20.775
 8/ 2/96              10.500          13.07          -19.663
 8/ 9/96              10.500          13.08          -19.725
 8/16/96              10.500          13.11          -19.908
 8/23/96              10.750          13.19          -18.499
 8/30/96              10.500          13.15          -20.152
 9/ 6/96              10.750          13.17          -18.375
 9/13/96              10.750          13.19          -18.499
 9/20/96              10.625          13.24          -19.751
 9/27/96              10.625          13.13          -19.078
10/ 4/96              10.875          13.36          -18.600
10/11/96              10.625          13.28          -19.992
10/18/96              10.750          13.39          -19.716
10/25/96              10.625          13.10          -18.893
11/ 1/96              10.375          13.03          -20.376
11/ 8/96              10.625          13.16          -19.263
11/15/96              10.750          13.27          -18.990
11/22/96              10.625          13.37          -20.531
11/29/96              10.875          13.35          -18.539
12/ 6/96              10.625          13.30          -20.113






      There are several precedents for open-end conversions. In 1995, the 
    Boards of Global Privatization Fund and Global Total Return Fund proposed 
    open-ending votes to their stockholders. In each case, the result was an 
    immediate gain in the respective funds' share prices, to the obvious 
    benefit of their stockholders. 

      Conversion of the Trust to an open-end fund would: 

      o  If effective today, permit stockholders desiring to dispose of their 
    investments to do so at a price substantially higher than the trading 
    price of the Trust's Shares on the New York Stock Exchange. 

      o  Immediately increase the market value of the Trust's Shares. 

      o  Allow stockholders to increase their investments in the Trust without 
    incurring any brokerage commissions, although stockholders might be 
    subject to sales charges. 

      o  Eliminate any future possibility of the Trust's Shares trading at a 
    discount to net asset value. 

      An open-end fund sells its Shares to the public on a continuing basis 
    and permits its stockholders to redeem Shares on a continuing basis at 
    their net asset value at the time of redemption (less any redemption 
    charges). If this proposal were approved, Trust stockholders would be able 
    to dispose of their Shares at a price equal to the net asset value. 
    ADOPTION OF THIS PROPOSAL WOULD INCREASE THE VALUE OF STOCKHOLDERS' 
    SHARES, IMMEDIATELY AND SIGNIFICANTLY. 

FOR ALL OF THE FOREGOING REASONS, THE PROPONENT STRONGLY RECOMMENDS THAT 
SHAREHOLDERS VOTE FOR THIS PROPOSAL. 

                                      15

                         END OF PROPONENT'S STATEMENT 

CONSIDERATIONS OF THE BOARD OF TRUSTEES 

   When the Trust was organized in 1993, a closed-end format was chosen as 
most appropriate to the Trust's character and intended method of operation 
because it was believed that such a structure, among other things, would 
permit management of the Trust's portfolio consistent with its investment 
objective and policies without the pressures and constraints to which 
open-end investment companies are subject as a result of cash inflows and 
redemptions. 

   The Trust's prospectus used in connection with the offering of shares in 
1994 stated that shares of closed-end investment companies frequently trade 
at a discount from net asset value. Accordingly, the Trustees contemplated 
that the Trust might from time to time consider action either to eliminate or 
reduce the discount by repurchasing shares of the Trust in the open market or 
tendering for its own shares at net asset value. The prospectus also stated 
that the Board intended, on an annual basis, to consider the making of a 
tender offer but that at no time would the Trustees be required to make such 
repurchases or tenders. 

   Since approximately July 1994, the Trust's shares have consistently traded 
at a discount from net asset value. The Investment Adviser believed that a 
share repurchase program, as opposed to isolated tender offers, offered the 
best chance of reducing the discount while still retaining the advantages of 
a closed end structure. Accordingly, the Board instituted a share repurchase 
program in order to attempt to reduce the discount. The Trust repurchased 
approximately 2.7 million shares at a cost of almost $29 million and at 
discounts ranging up to approximately 22% over a period of almost three 
years. The failure of the repurchase program substantially to reduce the 
discount has caused the Board and the Investment Adviser to give further 
consideration to the various alternatives whereby the discount might be 
reduced or eliminated and to re-examine the appropriateness of continuing to 
operate the Trust as a closed-end investment company. 

   At a meeting held on January 23, 1997, the Board of Trustees, including 
the Independent Trustees, considered the foregoing shareholder proposal 
recommending that the Board take action to convert the Trust into an open-end 
investment company. After consideration of the advantages and disadvantages 
of conversion to an open-end fund, the Board, including all of the 
Independent Trustees, determined that because there were significant 
arguments for and against conversion it would be appropriate to submit the 
matter to shareholders without a specific recommendation. 

   In making its determination, the Board noted that conversion to open-end 
status would have the immediate beneficial effect of eliminating the market 
discount at which the Trust's shares trade, as shares would be redeemable at 
net asset value. The Board also considered the view of the Investment Adviser 
that the Trust's portfolio securities are sufficiently liquid and that the 
Trust should have no difficulty in satisfying redemption requests even if the 
level of redemptions upon conversion is initially high, or in otherwise 
managing the Trust as an open-end fund. Accordingly, open-ending the Trust 
would eliminate the discount while at the same time permitting the Trust to 
continue its operations with its objective and policies substantially intact. 

   The Board also considered the potential advantages of the closed-end 
structure relative to the open-end structure. Under an open-end structure, as 
discussed below, the Trust would be limited to investing no more than 15% of 
its net assets in illiquid securities. As prominently disclosed on the cover 
of the Trust's initial prospectus, "emerging market country securities 
markets are generally characterized by a relatively small number of equity 
issues and low trading volumes, resulting in comparatively greater price 
volatility and lesser liquidity of portfolio investments." In this regard, 
the Investment Adviser informed the Board that it currently manages an 
open-end fund with an objective identical to that of the Trust and has not 
found the 15% limitation unduly burdensome. Nevertheless, the limitations 
could potentially restrict its ability in the future to take advantage of 
particular investment opportunities. 

                               16           

   Second, a closed-end fund does not continuously redeem its shares, while 
an open-end structure would require the Trust to redeem its shares on a 
continuous basis. As emerging markets are often volatile and subject to 
changes in investor sentiment, permitting continuous redemptions of shares 
under an open-end structure may force the Trust to sell securities at 
depressed prices when the markets are in a downturn in order to meet these 
redemptions. Conversely, the Trust would be purchasing securities at higher 
prices when capital flows into the Trust during periods of market increases. 
The closed-end structure, by contrast, because it does not redeem securities 
on a continuous basis, permits the Investment Adviser to allocate investments 
among emerging markets as it deems suitable to the Trust's long-term 
investment objective without the concern of having to meet redemptions. 
Furthermore, the need to meet redemptions under an open-end structure may 
limit the ability of the Trust's Investment Adviser to take advantage of 
short-term market disruptions that may offer potential long-term investment 
opportunities. The closed-end structure would allow the Trust to take 
advantage of such short-term market disruptions. 

   Third, if converted to an open-end Trust, the Investment Adviser could be 
required to maintain higher cash reserves and the Trust's portfolio could not 
be as fully invested in equity securities of emerging countries as it would 
otherwise be under a closed-end structure. As a result, a smaller portion of 
the Trust's portfolio would be generating the potential gains and increases 
which would be used to pay distributions and dividends to stockholders as 
consistent with the Trust's long-term investment strategy. 

   Fourth, conversion to open-end status would result in increased expenses 
to the shareholders as the Trust would have additional expenses in connection 
with the distribution of shares and other shareholder services associated 
with an open-end structure. As set forth below, the estimated total operating 
expenses for the Trust under an open-end structure, exclusive of any sales 
charges, would be approximately 2.07%, which represents an increase of 0.30% 
per share from the current closed-end structure. The projected total expenses 
are based on a 12b-1 fee of 0.25%, and the same management fee of 0.75%. As 
discussed below, the Trustees believe that an open-end fund would not be 
viable absent a 12b-1 plan and, accordingly, would not implement a conversion 
to open-end status unless, among other things, a 12b-1 plan for the Trust 
(Proposal No. 10) is approved by the shareholders. In addition, the potential 
capital outflow that may occur upon conversion would reduce the Trust's 
economies of scale and result in even higher relative per share expenses. 
While it is true that under the current closed-end structure shareholders 
disposing of shares or purchasing additional shares pay brokerage fees, under 
an open-end structure such expenses would be borne by all shareholders, 
including those with long-term investment horizons. In addition, the 
conversion itself would create significant one time expenses associated with 
the conversion. Such expenses would include registration, legal, accounting, 
printing and other expenses associated with establishing an open-end fund 
which would be borne by the shareholders. It is estimated at this time that 
these expenses would total approximately $175,000. 

DIFFERENCES BETWEEN TRUST OPERATIONS AS AN OPEN-END AND CLOSED-END INVESTMENT 
COMPANY 

   The Trust is currently registered as a "closed-end" investment company 
under the 1940 Act. Closed-end investment companies neither redeem their 
outstanding shares nor generally engage in the continuous sale of new 
securities, and thus operate with a relatively fixed capitalization. The 
shares of closed-end investment companies are normally bought and sold on 
national securities exchanges. The Trust's shares are currently traded on the 
New York Stock Exchange (the "NYSE"). The Trust's shares would be delisted 
from the NYSE upon effectiveness of the registration statement converting the 
Trust to an open-end investment company. 

   In contrast, open-end investment companies, commonly referred to as 
"mutual funds," issue redeemable securities. The holders of redeemable 
securities have the right to surrender those securities to the mutual fund 
and obtain in return their proportionate share of the value of the fund's net 
assets (less any redemption fee charged by the fund). Many mutual funds 
(including the Trust, if the proposed conversion is effected) also 
continuously issue new shares to investors through the fund's distributor at 
the public offering price at the time of such issuance. 

                               17           

   Some of the legal and practical differences between operations of the 
Trust as a closed-end and an open-end investment company are as follows: 

   (a) Acquisition and Disposition of Shares. If the Trust is converted into 
an open-end investment company, the Trust's shares will no longer be listed 
on the NYSE and investors wishing to acquire shares of the Trust would be 
able to purchase them from the Distributor at the public offering price. 
Shareholders desiring to realize the value of their shares would be able to 
do so by exercising their right to have such shares redeemed by the Trust at 
the next determined current net asset value. The Trust's net asset value per 
share is calculated by dividing (i) the value of its portfolio securities 
plus all cash and other assets (including accrued interest and dividends 
received but not collected) less all liabilities (including accrued expenses) 
by (ii) the number of outstanding shares of the Trust. The Securities and 
Exchange Commission (the "SEC") generally requires open-end investment 
companies to value their assets on each business day in order to determine 
the current net asset value on the basis of which their shares may be 
redeemed by shareholders or purchased by investors. Net asset values of most 
open-end investment companies are published daily by leading financial 
publications. 

   (b) Elimination of Discount. Converting the Trust into an open-end fund 
will eliminate immediately any market discount from net asset value. It will 
also eliminate any possibility that the Trust's shares will trade at a 
premium over net asset value. If the Conversion is approved by the 
shareholders the market discount may be reduced prior to the date of any 
conversion to open-end status to the extent investors are induced to purchase 
shares in the open market in anticipation of a prospective open-ending. 

   (c) Illiquid Securities. An open-end investment company is restricted from 
investing more than 15% of its net assets in illiquid securities, including 
repurchase agreements which have a maturity of longer than seven days, 
securities with legal and contractual restrictions on resale (restricted 
securities) and securities that are not readily marketable. Restricted 
securities eligible for resale pursuant to Rule 144A under the Securities Act 
of 1933, as amended, and privately placed commercial paper that have a 
readily available market will not be considered illiquid for purposes of this 
limitation. 

   (d) Expenses; Potential Net Redemptions. Open-end funds are generally more 
expensive to operate and administer than closed-end funds. The Trust's 
expense ratio subsequent to the Conversion is nevertheless expected by the 
Investment Adviser to be only slightly higher than its current expense ratio. 
Expenses of operation as an open-end fund not currently borne by the Trust 
include the costs associated with the distribution of the Trust's shares (see 
Proposal No. 10 regarding approval of a Plan of Distribution pursuant to Rule 
12b-1) and the cost of filing notices in the various states (see "State 
Securities Law Implications" below). However, as an open-end fund, the Fund 
would not be required to pay the annual NYSE listing expenses of 
approximately $31,000. In addition, the Trust might be required to sell 
portfolio securities in order to meet redemptions, thereby resulting in 
realization of gains (or losses). As of January 31, 1997, the Trust had 
$55,896,837 of net unrealized appreciation for federal income tax purposes. 
For federal income tax purposes, the Trust had a net capital loss 
carryforward of approximately $48,382,000 as of January 31, 1997. 

   The Trust's expense ratio could be adversely affected by significant net 
redemptions. In the unlikely event the Trust's asset base is reduced to such 
a small size as to render the Trust no longer economically viable, the Board 
might consider alternatives to continuing the Trust's operations, including 
merging the Trust with another investment company or liquidating the Trust. 

   (e) State Securities Law Implications. As a closed-end fund listed on the 
NYSE, the Trust does not currently bear the expense of notice filings with 
state securities commissions. However, as a result of open-ending and making 
a continuous offering of its shares, the Trust will be required to file 
notices with state securities commissions and will incur the costs related to 
such filings. 

                               18           

   (f) Comparative Expense Information. Set forth below is a comparison of 
the Trust's shareholder transaction expenses and annual operating expenses as 
of January 31, 1997 as a closed-end fund and those expenses that would apply 
to current shareholders on a pro forma (estimated) basis as an open-end fund. 



 SHAREHOLDER TRANSACTION EXPENSES                                           CLOSED-END      OPEN-END 
- -----------------------------------------------------------------------  --------------  ------------ 
                                                                                   
Maximum Sales Load Imposed on Purchases (as a percentage of offering 
 price) ................................................................         *             5.0%** 
Maximum Sales Load Imposed on Reinvested Dividends .....................         *            None 
Deferred Sales Load (as a percentage of original purchase price or 
 redemption proceeds, whichever is lower) ..............................       None           None 
Redemption Fees ........................................................         *            None 
Exchange Fee ...........................................................        N/A           None 
ANNUAL TRUST OPERATING EXPENSES (as a percentage of average net assets) 
- -------------------------------
Management and Advisory Fees ...........................................       1.25%          1.25% 
12b-1 Fees .............................................................       None           0.25**** 
Other Expenses..........................................................       0.47           0.52*** 
Total Trust Operating Expenses .........................................       1.72           2.02*** 


- ------------ 
   * Maximum sales load imposed on purchases made during the initial offering 
     period was approximately 5%. Purchases and sales made thereafter on the 
     NYSE are subject to customary brokerage commissions of approximately 1%, 
     but may be less or more than 1% depending on the size of the 
     transaction. With respect to shares issued in connection with the 
     Trust's dividend reinvestment plan, to the extent the plan agent is 
     required to purchase shares on the NYSE, shareholders may also incur 
     brokerage commissions. 
  ** No sales load will be imposed in connection with the conversion of the 
     Trust from a closed-end to an open-end investment company. However, to 
     the extent current shareholders make additional purchases after the 
     conversion, it is currently expected that such purchases will be subject 
     to a front-end sales charge of approximately 5.0%. (See Proposals No. 
     5-10.) 
 *** Estimated based on expenses expected to have been incurred if the Trust 
     operated as an open-end fund during the entire fiscal year ended January 
     31, 1997. 
**** This assumes shareholder approval of Proposal No. 10. 

   Set forth below are examples which show the expenses that an investor in 
the Trust would pay on a $1,000 investment if the Trust remained closed-end 
compared to those expenses which an investor would incur on a similar 
investment if Proposal No. 4 is approved based upon the expense ratios set 
forth above but without regard to any applicable sales charges or redemption 
fees. 



 EXAMPLES                                                      1 YEAR    3 YEARS    5 YEARS    10 YEARS 
- -----------------------------------------------------------  --------  ---------  ---------  ---------- 
                                                                                 
You would pay the following expenses on a $1,000 
 investment, assuming 5% annual return: 
                                               Closed-End:      $17        $54       $ 93        $203 
                                                 Open-End:      $20        $63       $109        $235 


The examples should not be considered a representation of past or future 
expenses. Actual expenses may be greater or less than those shown. 

   (g) Voting Rights. The voting rights of holders of shares of the Trust 
will not change if the Trust converts to open-end status, except that the 
Board will have the authority to amend the Trust's Declaration of Trust or 
By-Laws to authorize the issuance of additional shares of the Trust without 
submitting such amendment to another shareholder vote. 

   By virtue of the provisions of Massachusetts law, opportunities to vote 
may become less frequent if the Trust converts to open-end status, because 
the Trust will not hold shareholder meetings unless required to do 

                               19           

so by the 1940 Act. Massachusetts law provides that, if the Declaration of 
Trust or By-Laws so provides, then the fund is not required to hold an annual 
shareholder meeting in any year in which the election of Trustees is not 
required to be acted upon under the 1940 Act. The current By-Laws of the 
Trust provide for an annual meeting of shareholders to be held. However, the 
Trustees have adopted amended and restated By-Laws to go into effect if 
Proposal No. 5 is approved, which provide that the Trust will not be required 
to hold an annual meeting in any year in which it is not required to do so 
under the 1940 Act. The Trust does not intend to hold annual meetings in any 
year in which it is not so required. 

   By not having to hold annual shareholder meetings, the Trust would save 
the costs of preparing proxy materials and soliciting shareholders' votes on 
the usual proposals contained therein. Based on the number of outstanding 
shares and shareholders as of the record date, such costs would aggregate 
approximately $25,000 per year. Under the 1940 Act, the Trust would be 
required to hold a shareholder meeting if the number of Trustees elected by 
the shareholders were less than a majority of the total number of Trustees, 
or if a change were sought in the fundamental investment policies of the 
Trust or in the Trust's status (such as, for example, a change from open-end 
to closed-end status). 

   (h) Dividend Reinvestment Plan. The Trust intends to continue to provide 
the opportunity for shareholders to elect to receive dividends and capital 
gains distributions in cash or, at no charge to shareholders, in shares of 
the Trust. Whatever option a shareholder elected will remain the same after 
the Conversion. Effective upon conversion to an open-end investment company, 
such reinvestments in shares would be made at net asset value, rather than at 
the market value of the shares on the NYSE as presently provided by the 
Trust's current dividend reinvestment plan. 

   (i) Senior Securities and Borrowings. The 1940 Act prohibits mutual funds 
from issuing "senior securities" representing indebtedness (i.e., bonds, 
debentures, notes and other similar securities), other than indebtedness to 
banks where there is an asset coverage of at least 300% for all borrowings. 
Closed-end investment companies are permitted to issue "senior securities" 
representing indebtedness to any lender if the 300% asset coverage is met and 
may issue preferred stock (subject to various limitations), whereas open-end 
investment companies generally may not issue preferred stock. This ability to 
issue senior securities may give closed-end investment companies more 
flexibility in "leveraging" a fund's portfolio. The Trust, however, may only 
borrow money from a bank in an amount up to 25% of its total assets. In 
addition, the Trust is not permitted to issue any senior securities. These 
policies will be unchanged after the Conversion is effected. Accordingly, the 
Manager does not believe that the greater limitations on mutual funds in this 
respect will have a significant effect on the Trust's operations. 

   (j) Shareholder Services. If Proposal No. 4 is approved and the Trust is 
converted into an open-end investment company, the same services will be made 
available to shareholders of the Trust as are available to shareholders of 
each of the open-end TCW/DW Funds (as defined below). Such services include: 
(1) an automatic purchase plan, (2) a systematic withdrawal plan, (3) an 
Exchange Privilege which allows shareholders of the Trust to exchange their 
shares for shares of certain other TCW/DW Funds (as defined below) and (4) 
the ability to effect various transactions by telephone. 

   (k) Distribution Plans. An open-end investment company, unlike a 
closed-end investment company, is permitted to finance the distribution of 
its shares by adopting a plan of distribution pursuant to Rule 12b-1 under 
the 1940 Act. If the Trust is converted to a mutual fund and if Proposal No. 
10 is approved by shareholders, the Trust will adopt a Plan of Distribution 
pursuant to Rule 12b-1 in order to compensate the Distributor for services 
provided and activities undertaken to distribute the shares of the Trust. See 
Proposal No. 10 below. 

   (l) Minimum Investment and Involuntary Redemptions. If the Trust is 
converted to an open-end fund, it will adopt requirements that an initial 
investment in Trust shares and any subsequent investment must be in a 

                               20           

specified minimum amount, in order to reduce the administrative burdens 
incurred in monitoring numerous small accounts. The Trust expects that the 
minimum initial purchase will be $1,000 ($100 if the account is opened 
through EasyInvest(SM), an automatic purchase plan). The Trust reserves the 
right to redeem, upon sixty days' notice and at net asset value, the shares 
of any shareholder, other than a shareholder that is an IRA or other 
tax-deferred retirement plan, whose shares have a value of less than $100 as 
a result of redemptions or repurchases, or such lesser amount as may be fixed 
by the Board of Trustees. The Trust will notify such shareholder that the 
value of its shares is less than the applicable amount and allow the 
shareholder to make additional investment in an amount which will increase 
the value of the account to at least the applicable amount or more before the 
redemption. 

   (m) Qualification as a Regulated Investment Company. The Trust intends to 
continue to qualify for treatment as a regulated investment company under the 
Internal Revenue Code of 1986, as amended, after conversion to open-end 
status, so that it will continue to be relieved of federal income tax on that 
part of its investment company taxable income and net capital gain that is 
distributed to its shareholders. To qualify for this treatment the Trust must 
currently meet several requirements, one of which is that the Trust must 
derive less than 30% of its gross income each taxable year from the sale or 
other disposition of securities, options or futures contracts held for less 
than three months. 

   (n) Multiple Classes of Shares. If the Trust is converted to an open-end 
fund, it may issue additional classes of its shares. Each class of shares 
would represent interests in the same portfolio of investments of the Trust 
but may have different sales charges and 12b-1 fees. It is anticipated that 
Shareholders of the Trust upon conversion would receive shares of the class 
with a 0.25% 12b-1 fee and a front-end sales charge but would be exempt from 
any such front-end sales charge with respect to shares owned on the 
conversion date. 

REQUIRED VOTE 

   Approval of this stockholder proposal requires the affirmative vote of a 
majority of the votes cast at a meeting at which a quorum is present. Under 
the Trust's By-laws, the presence in person or by proxy of shareholders 
entitled to cast a majority of the votes entitled to be cast thereat shall 
constitute a quorum. 

RECOMMENDATION OF THE BOARD OF TRUSTEES 

   FOR THE REASONS SET FORTH ABOVE, THE BOARD OF TRUSTEES UNANIMOUSLY 
BELIEVES THAT THE SHAREHOLDER PROPOSAL RELATING TO CONVERTING TO AN OPEN-END 
INVESTMENT COMPANY IS APPROPRIATE FOR SHAREHOLDER DETERMINATION AND NEITHER 
SUPPORTS OR OPPOSES THE RESOLUTION CONTAINED IN THE PROPOSAL. 

  (5) IF PROPOSAL NO. 4 IS APPROVED, TO APPROVE THE CONVERSION OF THE TRUST 
FROM A CLOSED-END INVESTMENT COMPANY TO AN OPEN-END INVESTMENT COMPANY AND TO 
                    AMEND THE TRUST'S DECLARATION OF TRUST 

CONVERSION TO AN OPEN-END INVESTMENT COMPANY 

   The shareholder proposal is framed as a recommendation that the Board of 
Trustees take action to convert the Trust from a closed-end fund to an 
open-end fund. Because it is merely a recommendation and is not 
self-operative additional matters would need to be voted on by the Board and 
by shareholders in order to implement a conversion from closed-end status to 
open-end status. At a meeting held on February 19, 1997, the Board of 
Trustees determined that should the shareholder proposal be approved by 
shareholders, the Trust should be converted to an open-end fund as described 
below. Accordingly, in order to eliminate the need for a subsequent meeting 
of shareholders to vote on those matters necessary to implement such a 
conversion, and 

                               21           

the preparation of a separate proxy statement related thereto, the Board 
unanimously approved the submission to shareholders of proposals 5 through 10 
set forth below, each of which must be approved in order to implement a 
conversion from closed-end to open-end status (the "Conversion"). 

   Although management will use all practicable measures to keep costs at a 
minimum, certain costs will be incurred, many of which will be nonrecurring, 
in connection with the Conversion, including costs associated with the 
seeking of necessary government clearances, the preparation of a registration 
statement and prospectuses as required by federal securities laws (including 
printing, mailing and legal costs) and the payment of necessary filing fees 
under the securities laws of various states. The Trust estimates that these 
additional costs, which will be paid by the Trust, will amount to 
approximately $175,000. The Board anticipates that substantially all of these 
costs will be incurred by the Trust prior to the effective date of the 
Conversion. 

   Neither the Trust nor its shareholders will realize any gain or loss for 
tax purposes as a result of the Trust's conversion. However, the shareholders 
will recognize a gain or loss if they later redeem their shares to the extent 
that the redemption proceeds are greater or less than the respective adjusted 
tax bases of their shares. Payment for any such redemption will be made 
within seven days after receipt of a proper request for redemption (in 
accordance with redemption procedures specified in the prospectus). Such 
payment may be postponed or the right of redemption suspended under unusual 
circumstances that affect the ability to value the securities in the Trust's 
portfolio, e.g., when normal trading is not taking place on the NYSE or when 
an emergency makes it not reasonably practicable for the Trust to dispose of 
portfolio securities or fairly to determine the value of its net assets. 

AMENDMENT OF THE TRUST'S DECLARATION OF TRUST 

   If the Conversion is approved, the conversion of the Trust to an open-end 
investment company will be accomplished by amending and restating the Trust's 
Declaration of Trust to, among other things, authorize the issuance of 
redeemable securities, provide that the Trust's outstanding shares will be 
redeemable at the option of the shareholders, change the Trust's 
subclassification under the 1940 Act from a closed-end investment company to 
an open-end investment company and provide for the issuance of multiple 
classes of shares. In connection with the amendment and restatement of the 
Declaration of Trust, the Board of Trustees will also make necessary 
conforming changes to the By-Laws of the Trust including those necessary to 
provide that the Trust will not be required to hold an annual meeting in any 
year in which it is not required to do so under the 1940 Act. 

   The proposed Amended and Restated Declaration of Trust reflects the 
changes necessary for the Trust to operate as an open-end investment company 
as noted above. In addition to the substantive changes enumerated in the 
preceding paragraph, the proposed Amended and Restated Declaration of Trust 
no longer contains provisions requiring supermajority shareholder approval of 
a merger, consolidation or sale of all or substantially all the assets of the 
Trust and providing that Trustees may only be removed for cause by the 
remaining trustees and by an 80% vote of approval by the Trust's outstanding 
shares. While these provisions, which generally serve to discourage a change 
in the control or structure of a company that is not supported by its board 
of trustees, are often part of the governing documents of closed-end 
investment companies whose shares are traded on the open market, these 
provisions are less necessary for an open-end investment company. 
Accordingly, the Amended and Restated Declaration of Trust proposes to delete 
those provisions previously requiring shareholder approval of a merger, 
consolidation or sale of all or substantially all the assets of the Trust by 
the affirmative vote of at least 80% of the Trust's outstanding shares, and 
provide, instead, that the vote of at least two-thirds of the Trust's 
outstanding shares be required to approve such changes; provided, however, 
that if such a change is recommended by the Trustees, then a majority of 
shares represented and entitled to vote at a meeting at which a quorum is 
present shall be sufficient to approve such changes. In addition, the Amended 

                               22           

and Restated Declaration of Trust proposes to delete the provision specifying 
that a trustee can only be removed for cause by the remaining trustees and by 
an 80% vote of approval by the shareholders. Instead, the Amended and 
Restated Declaration of Trust will provide that a trustee may be removed for 
any reason by the action of two-thirds of the remaining trustees and by the 
affirmative vote of not less than two-thirds of the Trust's outstanding 
shares. 

   If Proposal No. 4 and Proposals 5-10 are approved by shareholders, the 
proposed Amended and Restated Declaration of Trust, a copy of which is 
attached to this Proxy Statement as Exhibit A, is expected to be filed with 
the Secretary of the Commonwealth of Massachusetts to become effective 
simultaneously with the Conversion. Such filing will not be made, however, 
until shortly before a registration statement under the Securities Act of 
1933 covering the offering of the shares of the Trust and the Trust's state 
securities registrations are anticipated to become effective. The 
registration statement would not be filed before the Conversion is approved 
by Shareholders. 

REQUIRED VOTE 

   Under the Trust's Declaration of Trust, conversion of the Trust from a 
closed-end investment company to an open-end investment company requires the 
affirmative vote of a majority of the Trust's shares outstanding and entitled 
to vote. If the proposal to convert the Trust is not approved by the 
shareholders, the Trust will continue to operate as a closed-end fund, the 
current provisions of the Trust's Declaration of Trust will remain in effect, 
and the Board will consider what further actions, if any, are desirable to 
reduce the discount at which the Trust's shares have traded. 

   THE TRUSTEES UNAMIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THIS 
PROPOSAL TO APPROVE THE CONVERSION AND TO AMEND THE DECLARATION OF TRUST IF 
PROPOSAL NO. 4 IS APPROVED. 

 (6) IF PROPOSAL NO. 4 IS APPROVED, TO APPROVE THE ELECTION OF NINE TRUSTEES 

   As prescribed in the Trust's Declaration of Trust and By-Laws, the 
Trustees were divided into three classes and their initial terms of office 
were staggered so that one class would be elected each year thereafter for a 
three-year term. The number of Trustees has currently been fixed by the 
Trustees, pursuant to the Trust's Declaration of Trust, at nine with their 
terms of office fixed as follows: Class I: Messrs. Haire, Johnson, Schroeder 
and Stern; Class II: Messrs. DeMartini and Larkin; and Class III: Messrs. 
Argue, Fiumefreddo and Nugent. 

   The classified Board was intended, in part, to make it more difficult and 
time-consuming to change majority control of the Board of Trustees without 
its consent and thus to reduce the Trust's vulnerability to an unsolicited 
takeover proposal or similar action that does not contemplate an acquisition 
of all outstanding voting stock of the Trust. However, the conversion of the 
Trust to an open-end investment company would reduce, if not eliminate, the 
need for this precautionary measure. Therefore, the Board of Trustees has 
considered and approved the declassification of the Board in the event that 
the proposed conversion of the Trust to open-end status is approved. 

   Five of the current Trustees (Messrs. Argue, Haire, Johnson, Nugent and 
Schroeder) are "Independent Trustees," that is, Trustees who are not 
"interested persons" of the Trust, as that term is defined in the 1940 Act. 
The nominees for election as Trustees have been proposed by the Trustees now 
serving or, in the case of nominees for positions as Independent Trustees, by 
the Independent Trustees now serving. All of the Trustees have been elected 
by the shareholders of the Trust. 

   Accordingly, if Proposals No. 4 and 5 are approved, the Board of Trustees 
will be declassified and all nine Trustees will be elected to hold office 
until the next meeting of shareholders at which Trustees are elected and 

                               23           

their successors shall have been elected and qualified. After the Conversion 
is effected, the Trust will not be required to hold annual meetings of 
shareholders and does not intend to hold such meetings unless required by law 
to do so. It is the intention of the persons named in the accompanying form 
of Proxy to vote in favor of the election of Messrs. Larkin, Haire, Johnson, 
Schroeder, Stern, DeMartini, Argue, Fiumefreddo and Nugent, all of whom are 
currently members of the Board of Trustees, if Proposal No. 4 is approved. 
Should any of the nominees become unable or unwilling to accept nomination or 
election, the persons named in the proxy will exercise their voting power in 
favor of such person or persons as the Board may recommend. All of the 
nominees have consented to being named in this Proxy Statement and to serve 
if elected. The Trust knows of no reason why said nominees would be unable or 
unwilling to accept nomination or election. The Trustees will be elected by a 
plurality of the votes cast at the Meeting. 

   The information regarding each of the nine nominees for election as 
Trustee and each of the members of the Board 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 24, 1997 (shown in parentheses), 
positions with the Trust, and directorships or trusteeships in other 
companies which file periodic reports with the SEC, including the 83 
investment companies, including the Trust, for which InterCapital serves as 
investment manager or adviser (referred to herein as the "Dean Witter Funds") 
and the 14 investment companies for which InterCapital's wholly-owned 
subsidiary, Dean Witter Services Company Inc. ("DWSC"), serves as the manager 
and TCW Funds Management, Inc. serves as the investment adviser (referred to 
herein as the "TCW/DW Funds") is set forth under Proposal No. 1. Please also 
see Proposal No. 1 for a description of the Duties of the Board of Trustees, 
the Independent Trustees, the Committees and the Compensation of the Trustees 
on pages 3-10. 

REQUIRED VOTE 

   The election of the nine nominees as Trustees requires the affirmative 
vote of a majority of the shares represented in person or by proxy and 
entitled to vote at a meeting at which a quorum is present. 

   THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE 
ELECTION OF THE NINE NOMINEES AS TRUSTEES, IF PROPOSAL NO. 4 IS APPROVED. 

              (7) IF PROPOSAL NUMBER 4 IS APPROVED, TO APPROVE A 
                      NEW INVESTMENT ADVISORY AGREEMENT 

   On April 24, 1997, a majority of the Board of Trustees, including a 
majority of the Independent Trustees, approved a new investment advisory 
agreement between the Trust and TCW Funds Management, Inc. (the "New 
Investment Advisory Agreement"). The terms of the New Investment Advisory 
Agreement are similar to the terms of the investment advisory agreement 
currently in effect between the Trust and the Investment Advisor dated March 
23, 1994 and amended June 27, 1996 (the "Current Investment Advisory 
Agreement"), except as discussed below. If Proposal No. 4 and this Proposal 
No. 7 are approved by the shareholders of the Trust, the Current Investment 
Advisory Agreement will be terminated and the New Investment Advisory 
Agreement will become effective upon effectiveness of the Conversion. If for 
any reason the Conversion is not effected, the Current Investment Advisory 
Agreement will remain in effect. The form of New Investment Advisory 
Agreement is attached to this Proxy Statement as Exhibit B. 

THE INVESTMENT ADVISORY AGREEMENT 

   The terms of the Current Investment Advisory Agreement are set forth under 
Proposal No. 2. The New Investment Advisory Agreement will modify the terms 
of the Current Investment Advisory Agreement in certain minor respects to 
reflect the Trust's operation as an open-end investment company. In addition, 
because 

                               24           

the Trust will calculate its net asset value daily rather than weekly, the 
fee payable under the New Investment Advisory Agreement will be based on a 
percentage of the Trust's average daily net assets. The investment advisory 
fee is currently based on a percentage of the Trust's average weekly net 
assets. Specifically, under the New Investment Advisory Agreement, the 
advisory fee payable to the Investment Adviser by the Trust will be at an 
annual rate of 0.50 of 1% of the Trust's average daily net assets. 

   If Proposals No. 4 and 7 are not approved, the Current Investment Advisory 
Agreement will remain in effect in accordance with its terms. 

REQUIRED VOTE 

   The favorable vote of a majority of the outstanding voting securities of 
the Trust (as defined in the 1940 Act and set forth above in Proposal No. 2) 
is required for the approval of the new Advisory Agreement. 

   THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE 
APPROVAL OF THE NEW ADVISORY AGREEMENT, IF PROPOSAL NO. 4 IS APPROVED. 

               (8) IF PROPOSAL NUMBER 4 IS APPROVED, TO APPROVE 
   A NEW SUB-ADVISORY AGREEMENT BETWEEN TCW FUNDS MANAGEMENT, INC. AND TCW 
                        LONDON INTERNATIONAL, LIMITED 

               (9) IF PROPOSAL NUMBER 4 IS APPROVED, TO APPROVE 
 A NEW SUB-ADVISORY AGREEMENT BETWEEN TCW FUNDS MANAGEMENT, INC. AND TCW ASIA 
                                   LIMITED 

   On April 24, 1997, a majority of the Board of Trustees, including a 
majority of the Independent Trustees, approved two sub-advisory agreements 
(the "New Sub-Advisory Agreements") between the Trust and TCW London 
International, Limited ("TCW London") and TCW Asia Limited ("TCW Asia") 
(collectively, the "Sub-Advisers"). The terms of the New Sub-Advisory 
Agreements are similar to the terms of the sub-advisory agreements currently 
in effect between the Trust and the Sub-Advisers dated June 26, 1996 (the 
"Current Sub-Advisory Agreements"), except as discussed below. If Proposals 
No. 8 and 9 are approved by shareholders of the Trust, the Current 
Sub-Advisory Agreements will be terminated and the New Sub-Advisory 
Agreements will become effective upon effectiveness of the Conversion. If for 
any reason the Conversion is not effected, the Current Sub-Advisory 
Agreements will remain in effect. The form of the New Sub-Advisory Agreements 
are attached to this Proxy Statement as Exhibits C and D. 

THE CURRENT SUB-ADVISORY AGREEMENTS 

   TCW Funds Management, Inc. ("Investment Adviser") entered into 
sub-advisory agreements ("Sub-Advisory Agreements") with respect to the 
TCW/DW Emerging Markets Opportunities Trust ("Trust") with two affiliated 
companies TCW Asia Limited ("TCW Asia") and TCW London International, Limited 
("TCW London") (collectively, the "Sub-Advisers"), which are both registered 
investment advisers under the Investment Advisers Act of 1940. The 
Sub-Advisory Agreements were initially approved by the Board of Trustees of 
the Trust, including all of the Independent Trustees, at a meeting held on 
April 17, 1996 and were approved by the shareholders at their Annual Meeting 
held on June 27, 1996. 

SUB-ADVISORY AGREEMENT WITH TCW LONDON INTERNATIONAL, LIMITED 

   The current Sub-Advisory Agreement with TCW London provides the Trust with 
investment advisory services including, but not limited to, obtaining and 
evaluating such information and advice relating to the 

                               25           

economy, securities and commodities markets and securities and commodities as 
it deems necessary or useful to discharge its duties hereunder and will 
manage the assets of the Trust in a manner consistent with the Trust's 
investment objectives and policies. Under the Sub-Advisory Agreement, TCW 
London determines which securities and commodities to be purchased, acquired, 
sold or otherwise disposed of by the Trust and the timing of such purchases, 
acquisitions, sales or dispositions. TCW London furnishes the Investment 
Adviser with the information, evaluations, analyses and opinions formulated 
or obtained by it in performing its services under this Sub-Advisory 
Agreement. All security transactions are reviewed by the Investment Adviser 
and are, in every instance, subject to the overall supervision of the 
Investment Adviser (See "The Investment Advisory Agreement" above). 

   The Sub-Advisory Agreement provides that TCW London shall, at its own 
expense, maintain such staff and employ or retain such personnel and consult 
with such other persons as it shall, from time to time, determine to be 
necessary or useful to the performance of its obligations under the 
Sub-Advisory Agreement. 

   In return for the services it renders under the Sub-Advisory Agreement, 
TCW London receives from the Investment Adviser, monthly compensation, 
determined by applying the annual rate of 0.50% to the Trust's average weekly 
net assets for which TCW London renders sub-advisory services. The 
compensation of TCW London is a responsibility of the Investment Adviser and 
not a responsibility of the Trust. 

   The Sub-Advisory Agreement with TCW London had an initial term ending 
April 30, 1997 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 the vote of holders 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 vote cast in person by a majority of the 
Trustees who are not parties to the Sub-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 Sub-Advisory Agreement's most 
recent continuation until April 30, 1998, was approved by the Trustees, 
including a majority of the Independent Trustees, at a Meeting of the 
Trustees held on April 24, 1997, called for the purpose of approving the 
Sub-Advisory Agreement. 

   The Sub-Advisory Agreement also provides that it may be terminated at any 
time by the Trust, the Investment Adviser, TCW London, the Trustees of the 
Trust or by a vote 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. 

   The current Sub-Advisory Agreement with TCW Asia provides the Trust with 
investment advisory services including, but not limited to, obtaining and 
evaluating 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 and will manage the assets of the 
Trust in a manner consistent with the Trust's investment objectives and 
policies. Under the Sub-Advisory Agreement, TCW Asia determines which 
securities and commodities to be purchased, acquired, sold or otherwise 
disposed of by the Trust and the timing of such purchases, acquisitions, 
sales or dispositions. TCW Asia furnishes the Investment Adviser with the 
information, evaluations, analyses and opinions formulated or obtained by it 
in performing its services under this Sub-Advisory Agreement. All security 
transactions are reviewed by the Investment Adviser and are, in every 
instance, subject to the overall supervision of the Investment Adviser (See 
"The Investment Advisory Agreement" above). 

   The Sub-Advisory Agreement provides that TCW Asia shall, at its own 
expense, maintain such staff and employ or retain such personnel and consult 
with such other persons as it shall, from time to time, determine to be 
necessary or useful to the performance of its obligations under the 
Sub-Advisory Agreement. 

                               26           

   In return for the services it renders under the Sub-Advisory Agreement, 
TCW Asia receives from the Investment Adviser, monthly compensation, 
determined by applying the annual rate of 0.50% to the Trust's average weekly 
net assets for which TCW Asia renders sub-advisory services. The compensation 
of TCW Asia is a responsibility of the Investment Adviser and not a 
responsibility of the Trust. 

   The Sub-Advisory Agreement had an initial term ending April 30, 1997 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 
the vote of holders of a majority, as defined in the Act, of the oustanding 
voting securities of the Trust or by the Trustees of the Trust and, in either 
event, by vote cast in person by a majority of the Trustees who are not 
parties to the Sub-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 Sub-Advisory Agreement's most recent continuation until 
April 30, 1998, was approved by the Trustees, including a majority of the 
Independent Trustees, at a Meeting of the Trustees held on April 24, 1997, 
called for the purpose of approving the Sub-Advisory Agreement. 

   The Sub-Advisory Agreement also provides that it may be terminated at any 
time by the Trust, the Investment Adviser, TCW Asia, the Trustees of the 
Trust or by a vote 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. 

THE NEW SUB-ADVISORY AGREEMENTS 

   The New Sub-Advisory Agreements will modify the terms of the Current 
Sub-Advisory Agreements in certain minor respects to reflect the Trust's 
operation as an open-end investment company. In addition, because the Trust 
will calculate its net asset value daily rather than weekly, the fee payable 
under the New Sub-Advisory Agreements will be based on a percentage of the 
Trust's average daily net assets. The sub-advisory fee is currently based on 
a percentage of the Trust's average weekly net assets. Specifically, under 
the New Sub-Advisory Agreements, the sub-advisory fee payable to the 
Sub-Advisers by the Investment Adviser will be at an annual rate of 0.50 of 
1% of the Trust's average daily net assets for which the Sub-Adviser renders 
sub-advisory services. 

   If Proposals No. 4, 8 and 9 are not approved, the Current Sub-Advisory 
Agreements will remain in effect in accordance with their terms. 

REQUIRED VOTE 

   The favorable vote of a majority of the outstanding voting securities of 
the Trust (as defined in the 1940 Act and as set forth above in Proposal No. 
2) is required for the approval of the New Sub-Advisory Agreements. 

   THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE 
APPROVAL OF THE NEW SUB-ADVISORY AGREEMENTS, IF PROPOSAL NO. 4 IS APPROVED. 

   (10) IF PROPOSAL NUMBER 4 IS APPROVED, TO APPROVE A PLAN OF DISTRIBUTION 

   On April 24, 1997, the Board of Trustees of the Trust, including a 
majority of the Independent Trustees who have no direct or indirect financial 
interest in the proposed Plan of Distribution pursuant to Rule 12b-1 under 
the 1940 Act (the "Plan") or any related agreement (the "Independent 12b-1 
Trustees"), approved the Plan and a distribution agreement for the Trust's 
existing shares (the "Distribution Agreement") in connection with the 
conversion of the Trust from a closed-end investment company to an open-end 
investment company. 

                               27           

The Board of Trustees recommends the Plan to the shareholders of the Trust 
for approval or disapproval at this Meeting of Shareholders. The Distribution 
Agreement does not require and, is not being submitted for, shareholder 
approval. 

   The purpose of the Plan is to compensate the Distributor for services it 
or any selected dealer provides and to reimburse the Distributor and others 
for expenses borne in connection with the distribution of the Trust's shares. 

   If Proposal No. 10 is approved and the Plan implemented, the Plan will be 
applicable to the shares of the Trust (the existing shares of the Trust) and 
will become effective upon conversion of the Trust to open-end status. If for 
any reason the Conversion is not effected, the Plan would not be appropriate 
and, therefore, would not become effective. The form of the Plan is attached 
to this Proxy Statement as Exhibit E. 

   The Plan authorizes the Trust to compensate the Distributor for all costs 
incurred by it in distributing the shares of the Trust at an annual rate not 
to exceed .25 of 1% per annum of the average monthly net assets of the Trust. 
The Plan specifies categories of compensable expenditures which include: the 
payment of commissions for sale of the Trust's shares and incentive 
compensation to and expenses of DWR's account executives and others who 
engage in or support distribution or shares or who service shareholder 
accounts, including overhead and telephone expenses; printing and 
distribution of prospectuses and reports used in connection with the offering 
of the Trust's shares to other than current shareholders; and preparation, 
printing and distribution of sales literature and advertising materials. 

   Under the Plan, the Trust is obligated to reimburse the Distributor, DWR, 
its affiliates and other broker-dealers for distribution expenses incurred by 
them specifically on behalf of the Trust. If the Distributor's expenses 
exceed the amounts of payments made by the Trust, the Trust will not be 
obligated to pay any additional expenses in the year incurred or in later 
years. If the Distributor's expenses are less than the amount of payments 
made by the Trust, it will make reimbursement to the Trust. 

   In considering whether or not to approve the Plan, the Board reviewed, 
among other things, the nature and scope of the services to be provided by 
the Distributor, the Board also considered the potential benefit of the Plan 
to shareholders and potential investors. The Trustees took into account the 
competitive market environment in which the Trust will operate as an open-end 
investment company. More specifically, the Trustees recognized the need to 
provide adequate compensation to broker-dealers who serve existing 
shareholders or offer the Trust to prospective shareholders. Without such 
service, the Trust would incur a substantial risk that it could not maintain 
or increase its assets, threatening the viability of the Trust as an 
investment company. Based upon their review, the Trustees, including a 
majority of the Independent 12b-1 Trustees, determined that there is a 
reasonable likelihood that the Plan will benefit the Trust and its 
shareholders. 

   As required by Rule 12b-1 under the 1940 Act, if approved by the 
shareholders, the Plan will continue in effect from year to year, provided 
such continuance is approved at least annually by a majority of the Board of 
Trustees and a majority of the Independent 12b-1 Trustees by votes cast in 
person at a meeting called for the purpose of voting on the continuation of 
the Plan. The Plan may not be amended to increase materially the amount to be 
spent for the services described therein without approval by a majority of 
the outstanding shareholders of the Trust. All material amendments of the 
Plan must also be approved by the Trustees in the manner described above. The 
Plan may be terminated at any time without payment of any penalty by vote of 
a majority of the Independent 12b-1 Trustees or by the vote of a majority of 
the outstanding shares of the Trust (as defined in the 1940 Act) on not more 
than 30 days' written notice to any other party to the Plan. So long as the 
Plan is in effect, the election and nomination of the Independent Trustees 
will be committed to the discretion of the Independent Trustees. 

                               28           

REQUIRED VOTE 

   The proposed Plan of Distribution requires approval of a majority of the 
outstanding voting securities of the Trust (as defined in the 1940 Act and 
set forth above in Proposal No. 2). 

   THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE 
APPROVAL OF THE 12B-1 PLAN, IF PROPOSAL NO. 4 IS APPROVED. 

                            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. 

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

                            SHAREHOLDER PROPOSALS 

   Proposals of security holders intended to be presented at the next Annual 
Meeting of Shareholders must be received no later than December 31, 1997 for 
inclusion in the proxy statement and proxy for that meeting. 

                           REPORTS TO SHAREHOLDERS 

   The Trust's most recent Annual Report, for the fiscal year ended January 
31, 1997, has been previously sent to Shareholders and is 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 
                                                 BARRY FINK 
                                                     Secretary 

                               29           

                                                                    APPENDIX A 

   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, 1997. 



                                                                        ANNUAL 
                                                                      MANAGEMENT 
                                                                    FEE AS PERCENT 
                                                    NET ASSETS ON     OF AVERAGE 
NAME                                                MARCH 31, 1997    NET ASSETS 
- -------------------------------------------------  --------------  -------------- 
                                                             
TCW/DW Emerging Markets Opportunities Trust ......   $309,614,389         (1) 
TCW Galileo Funds, Inc. 
 TCW Galileo Asia Pacific Equity Fund.............     45,750,458         (2) 
 TCW Galileo Emerging Markets Fund................     67,053,485         (2) 
 TCW Galileo Latin America Fund...................     78,441,243         (2) 
TCW/DW Latin American Growth Fund.................    287,861,714         (3) 
Dean Witter Select Dimensions Investment Series-- 
  Emerging Markets Portfolio .....................     22,019,472         (4) 


- ----------
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-Advisory Agreement. InterCapital has undertaken, until
     the earlier of December 31, 1996 or the attainment by the respective
     Portfolio of $50 million of net assets, to continue 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 to the extent that such expenses and compensation on an
     annualized basis exceed 0.50% of the average daily net assets of the
     Portfolio.

                               A-1           

                                                                     EXHIBIT A




 
                            TCW/DW EMERGING MARKETS
                              OPPORTUNITIES TRUST

                            TWO WORLD TRADE CENTER
                              NEW YORK, NY 10048

                             AMENDED AND RESTATED
                             DECLARATION OF TRUST

                                 DATED: , 1997


                             AMENDED AND RESTATED 
                             DECLARATION OF TRUST 
                                      OF 
                 TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST 
                            DATED:           , 1997 

   THE DECLARATION OF TRUST of TCW/DW Emerging Markets Opportunities Trust is 
made the     day of      , 1997 by the parties signatory hereto, as trustees 
(such persons, so long as they shall continue in office in accordance with 
the terms of this Declaration of Trust, and all other persons who at the time 
in question have been duly elected or appointed as trustees in accordance 
with the provisions of this Declaration of Trust and are then in office, 
being hereinafter called the "Trustees") 

                                WITNESSETH: 

   WHEREAS, the Trustees desire to form a trust fund under the laws of 
Massachusetts for the investment and reinvestment of funds contributed 
thereto; and 

   WHEREAS, it is provided that the beneficial interest in the trust assets 
be divided into transferable shares of beneficial interest as hereinafter 
provided; 

   NOW, THEREFORE, the Trustees hereby declare that they will hold in trust, 
all money and property contributed to the trust fund to manage and dispose of 
the same for the benefit of the holders from time to time of the shares of 
beneficial interest issued hereunder and subject to the provisions hereof, to 
wit: 

                                       1

                                  ARTICLE I 
                             NAME AND DEFINITIONS 

   Section 1.1. Name. The name of the trust created hereby is the " TCW/DW 
Emerging Markets Opportunities Trust," and so far as may be practicable the 
Trustees shall conduct the Trust's activities, execute all documents and sue 
or be sued under that name, which name (and the word "Trust" wherever herein 
used) shall refer to the Trustees as Trustees, and not as individuals, or 
personally, and shall not refer to the officers, agents, employees or 
Shareholders of the Trust. Should the Trustees determine that the use of such 
name is not advisable, they may use such other name for the Trust as they 
deem proper and the Trust may hold its property and conduct its activities 
under such other name. 

   Section 1.2. Definitions. Wherever they are used herein, the following 
terms have the following respective meanings: 

     (a) "By-Laws" means the By-Laws referred to in Section 3.9 hereof, as 
    from time to time amended. 

     (b) the terms "Commission," "Affiliated Person" and "Interested Person," 
    have the meanings given them in the 1940 Act. 

     (c) "Declaration" means this Declaration of Trust as amended from time 
    to time. Reference in this Declaration of Trust to "Declaration," 
    "hereof," "herein" and "hereunder" shall be deemed to refer to this 
    Declaration rather than the article or section in which such words 
    appear. 

     (d) "Distributor" means the party, other than the Trust, to a contract 
    described in Section 4.3 hereof. 

     (e) "Fundamental Policies" shall mean the investment policies and 
    restrictions set forth in the Prospectus and Statement of Additional 
    Information and designated as fundamental policies therein. 

     (f) "Investment Adviser" means any party, other than the Trust, to an 
    investment advisory contract described in Section 4.1 hereof. 

     (g) "Majority Shareholder Vote" means the vote of the holders of a 
    majority of Shares, which shall consist of: (i) a majority of Shares 
    represented in person or by proxy and entitled to vote at a meeting of 
    Shareholders at which a quorum, as determined in accordance with the 
    By-Laws, is present; (ii) a majority of Shares issued and outstanding and 
    entitled to vote when action is taken by written consent of Shareholders; 
    and (iii) a "majority of the outstanding voting securities," as the 
    phrase is defined in the 1940 Act, when any action is required by the 
    1940 Act by such majority as so defined. 

     (h) "Manager" means any party, other than the Trust, to a management 
    contract described in Section 4.1 hereof. 

     (i) "1940 Act" means the Investment Company Act of 1940 and the rules 
    and regulations thereunder as amended from time to time. 

     (j) "Person" means and includes individuals, corporations, partnerships, 
    trusts, associations, joint ventures and other entities, whether or not 
    legal entities, and governments and agencies and political subdivisions 
    thereof. 

                                       2

     (k) "Prospectus" means the Prospectus and Statement of Additional 
    Information constituting parts of the Registration Statement of the Trust 
    under the Securities Act of 1933 as such Prospectus and Statement of 
    Additional Information may be amended or supplemented and filed with the 
    Commission from time to time. 

     (l) "Series" means one of the separately managed components of the Trust 
    (or, if the Trust shall have only one such component, then that one) as 
    set forth in Section 6.1 hereof or as may be established and designated 
    from time to time by the Trustees pursuant to that section. 

     (m) "Shareholder" means a record owner of outstanding Shares. 

     (n) "Shares" means the units of interest into which the beneficial 
    interest in the Trust shall be divided from time to time, including the 
    shares of any and all series or classes which may be established by the 
    Trustees, and includes fractions of Shares as well as whole Shares. 

     (o) "Transfer Agent" means the party, other than the Trust, to the 
    contract described in Section 4.4 hereof. 

     (p) "Trust" means the TCW/DW Emerging Markets Opportunities Trust . 

     (q) "Trust Property" means any and all property, real or personal, 
    tangible or intangible, which is owned or held by or for the account of 
    the Trust or the Trustees. 

     (r) "Trustees" means the persons who have signed the Declaration, so 
    long as they shall continue in office in accordance with the terms 
    hereof, and all other persons who may from time to time be duly elected 
    or appointed, qualified and serving as Trustees in accordance with the 
    provisions hereof, and reference herein to a Trustee or the Trustees 
    shall refer to such person or persons in their capacity as trustees 
    hereunder. 

                                  ARTICLE II 
                                   TRUSTEES 

   Section 2.1. Number of Trustees. The number of Trustees shall be such 
number as shall be fixed from time to time by a written instrument signed by 
a majority of the Trustees, provided, however, that the number of Trustees 
shall in no event be less than three (3) nor more than fifteen (15). 

   Section 2.2. Election and Term. The Trustees shall be elected by a vote of 
a majority of the outstanding voting securities, as defined by the 1940 Act, 
held by the initial shareholder(s) (i.e., the person(s) that supplied the 
seed capital required under Section 14(a) of the 1940 Act). The Trustees 
shall have the power to set and alter the terms of office of the Trustees, 
and they may at any time lengthen or lessen their own terms or make their 
terms of unlimited duration, subject to the resignation and removal 
provisions of Section 2.3 hereof. Subject to Section 16(a) of the 1940 Act, 
the Trustees may elect their own successors and may, pursuant to Section 2.4 
hereof, appoint Trustees to fill vacancies. The Trustees shall adopt By-Laws 
not inconsistent with this Declaration or any provision of law to provide for 
election of Trustees by Shareholders at such time or times as the Trustees 
shall determine to be necessary or advisable. 

   Section 2.3. Resignation and Removal. Any Trustee may resign his trust 
(without need for prior or subsequent accounting) by an instrument in writing 
signed by him and delivered to the other Trustees and such resignation shall 
be effective upon such delivery, or at a later date according to the terms of 
the instrument. Any of the Trustees may be removed (provided the aggregrate 
number of Trustees after such removal shall not be less than the number 
required by Section 2.1 hereof) by the action of two-thirds of 

                                       3

the remaining Trustees or by the action of the Shareholders of record of not 
less than two-thirds of the Shares outstanding (for purposes of determining 
the circumstances and procedures under which such removal by the Shareholders 
may take place, the provisions of Section 16(c) of the 1940 Act or of the 
corporate or business statute of any state in which Shares of the Trust are 
sold, shall be applicable to the same extent as if the Trust were subject to 
the provisions of that Section). Upon the resignation or removal of a 
Trustee, or his otherwise ceasing to be a Trustee, he shall execute and 
deliver such documents as the remaining Trustees shall require for the 
purpose of conveying to the Trust or the remaining Trustees any Trust 
Property held in the name of the resigning or removed Trustee. Upon the 
incapacity or death of any Trustee, his legal representative shall execute 
and deliver on his behalf such documents as the remaining Trustees shall 
require as provided in the preceding sentence. 

   Section 2.4. Vacancies. The term of office of a Trustee shall terminate 
and a vacancy shall occur in the event of the death, resignation, removal, 
bankruptcy, adjudicated incompetence or other incapacity to perform the 
duties of the office of a Trustee. No such vacancy shall operate to annul the 
Declaration or to revoke any existing agency created pursuant to the terms of 
the Declaration. In the case of an existing vacancy existing by reason of an 
increase in the number of Trustees, subject to the provisions of Section 
16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the 
appointment of such other person as they or he, in their or his discretion, 
shall see fit, made by a written instrument signed by a majority of the 
remaining Trustees. Any such appointment shall not become effective, however, 
until the person named in the written instrument of appointment shall have 
accepted in writing such appointment and agreed in writing to be bound by the 
terms of the Declaration. An appointment of a Trustee may be made in 
anticipation of a vacancy to occur at a later date by reason of retirement, 
resignation or increase in the number of Trustees, provided that such 
appointment shall not become effective prior to such retirement, resignation 
or increase in the number of Trustees. Whenever a vacancy in the number of 
Trustees shall occur, until such vacancy is filled as provided in this 
Section 2.4, the Trustees in office, regardless of their number, shall have 
all the powers granted to the Trustees and shall discharge all the duties 
imposed upon the Trustees by the Declaration. A written instrument certifying 
the existence of such vacancy signed by a majority of the Trustees shall be 
conclusive evidence of the existence of such vacancy. 

   Section 2.5. Delegation of Power to Other Trustees. Any Trustee may, by 
power of attorney, delegate his power for a period not exceeding six (6) 
months at any one time to any other Trustee or Trustees; provided that in no 
case shall less than two (2) Trustees personally exercise the powers granted 
to the Trustees under the Declaration except as herein otherwise expressly 
provided. 

                                 ARTICLE III 
                              POWERS OF TRUSTEES 

   Section 3.1. General. The Trustees shall have exclusive and absolute 
control over the Trust Property and over the business of the Trust to the 
same extent as if the Trustees were the sole owners of the Trust Property and 
business in their own right, but with such powers of delegation as may be 
permitted by the Declaration. The Trustees shall have power to conduct the 
business of the Trust and carry on its operations in any and all of its 
branches and maintain offices both within and without the Commonwealth of 
Massachusetts, in any and all states of the United States of America, in the 
District of Columbia, and in any and all commonwealths, territories, 
dependencies, colonies, possessions, agencies or instrumentalities 
wheresoever in the world they may be located as they deem necessary, proper 
or desirable in order to promote the interests of the Trust although such 
things are not herein specifically mentioned. Any determination as to what is 
in the interests of the Trust made by the Trustees in good faith shall be 
conclusive. In construing the provisions of the Declaration, the presumption 
shall be in favor of a grant of power to the Trustees. 

                                       4

   The enumeration of any specific power herein shall not be construed as 
limiting the aforesaid power. Such powers of the Trustees may be exercised 
without order of or resort to any court. 

   Section 3.2. Investments. The Trustees shall have the power to: 

     (a) conduct, operate and carry on the business of an investment company; 

     (b) subscribe for, invest in, reinvest in, purchase or otherwise 
    acquire, hold, pledge, sell, assign, transfer, exchange, distribute, lend 
    or otherwise deal in or dispose of negotiable or nonnegotiable 
    instruments, obligations, evidences of indebtedness, certificates of 
    deposit or indebtedness, commercial paper, repurchase agreements, reverse 
    repurchase agreements, options, commodities, commodity futures contracts 
    and related options, currencies, currency futures and forward contracts, 
    and other securities, investment contracts and other instruments of any 
    kind, including, without limitation, those issued, guaranteed or 
    sponsored by any and all Persons including, without limitation, states, 
    territories and possessions of the United States, the District of 
    Columbia and any of the political subdivisions, agencies or 
    instrumentalities thereof, and by the United States Government or its 
    agencies or instrumentalities, foreign or international 
    instrumentalities, or by any bank or savings institution, or by any 
    corporation or organization organized under the laws of the United States 
    or of any state, territory or possession thereof, and of corporations or 
    organizations organized under foreign laws, or in "when issued" contracts 
    for any such securities, or retain Trust assets in cash and from time to 
    time change the investments of the assets of the Trust; and to exercise 
    any and all rights, powers and privileges of ownership or interest in 
    respect of any and all such investments of every kind and description, 
    including, without limitation, the right to consent and otherwise act 
    with respect thereto, with power to designate one or more persons, firms, 
    associations or corporations to exercise any of said rights, powers and 
    privileges in respect of any of said instruments; and the Trustees shall 
    be deemed to have the foregoing powers with respect to any additional 
    securities in which the Trust may invest should the Fundamental Policies 
    be amended. 

     (c) Notwithstanding any other provision of this Declaration to the 
    contrary, the Trustees shall have the power in their discretion without 
    any requirement of approval by Shareholders either to invest all or part 
    of the investable Trust Property, or sell all or part of the Trust 
    Property and invest all or part of the investable proceeds of such sale or 
    sales, in another investment company that is registered under the 1940 
    Act. 

The Trustees shall not be limited to investing in obligations maturing before 
the possible termination of the Trust, nor shall the Trustees be limited by 
any law limiting the investments which may be made by fiduciaries. 

   Section 3.3. Legal Title. Legal title to all the Trust Property shall be 
vested in the Trustees as joint tenants except that the Trustees shall have 
power to cause legal title to any Trust Property to be held by or in the name 
of one or more of the Trustees, or in the name of the Trust, or in the name 
of any other Person as nominee, on such terms as the Trustees may determine, 
provided that the interest of the Trust therein is appropriately protected. 
The right, title and interest of the Trustees in the Trust Property shall 
vest automatically in each Person who may hereafter become a Trustee. Upon 
the resignation, removal or death of a Trustee he shall automatically cease 
to have any right, title or interest in any of the Trust Property, and the 
right, title and interest of such Trustee in the Trust Property shall vest 
automatically in the remaining Trustees. Such vesting and cessation of title 
shall be effective whether or not conveyancing documents have been executed 
and delivered. 

   Section 3.4. Issuance and Repurchase of Securities. The Trustees shall 
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, 
hold, resell, reissue, dispose of, transfer, and otherwise 

                                       5

deal in Shares and, subject to the provisions set forth in Articles VII, VIII 
and IX and Section 6.9 hereof, to apply to any such repurchase, redemption, 
retirement, cancellation or acquisition of Shares any funds or property of 
the Trust, whether capital or surplus or otherwise, to the full extent now or 
hereafter permitted by the laws of the Commonwealth of Massachusetts 
governing business corporations. 

   Section 3.5. Borrowing Money; Lending Trust Assets. Subject to the 
Fundamental Policies, the Trustee shall have power to borrow money or 
otherwise obtain credit and to secure the same by mortgaging, pledging or 
otherwise subjecting as security the assets of the Trust, to endorse, 
guarantee, or undertake the performance of any obligation, contract or 
engagement of any other Person and to lend Trust assets. 

   Section 3.6. Delegation; Committees. The Trustees shall have power, 
consistent with their continuing exclusive authority over the management of 
the Trust and the Trust Property, to delegate from time to time to such of 
their number or to officers, employees or agents of the Trust the doing of 
such things and the execution of such instruments either in the name of the 
Trust or the names of the Trustees or otherwise as the Trustees may deem 
expedient. 

   Section 3.7. Collection and Payment. Subject to Section 6.9 hereof, the 
Trustees shall have power to collect all property due to the Trust; to pay 
all claims, including taxes, against the Trust Property; to prosecute, 
defend, compromise or abandon any claims relating to the Trust Property; to 
foreclose any security interest securing any obligations, by virtue of which 
any property is owed to the Trust; and to enter into releases, agreements and 
other instruments. 

   Section 3.8. Expenses. Subject to Section 6.9 hereof, the Trustees shall 
have the power to incur and pay any expenses which in the opinion of the 
Trustees are necessary or incidental to carry out any of the purposes of the 
Declaration, and to pay reasonable compensation from the funds of the Trust 
to themselves as Trustees. The Trustees shall fix the compensation of all 
officers, employees and Trustees. 

   Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided 
herein or in the By-Laws or by any provision of law, any action to be taken 
by the Trustees may be taken by a majority of the Trustees present at a 
meeting of Trustees (a quorum being present), including any meeting held by 
means of a conference telephone circuit or similar communications equipment 
by means of which all persons participating in the meeting can hear each 
other, or by written consents of all the Trustees. The Trustees may adopt 
By-Laws not inconsistent with this Declaration to provide for the conduct of 
the business of the Trust and may amend or repeal such By-Laws to the extent 
such power is not reserved to the Shareholders. 

   Section 3.10. Miscellaneous Powers. The Trustees shall have the power to: 
(a) employ or contract with such Persons as the Trustees may deem desirable 
for the transaction of the business of the Trust or any Series thereof; (b) 
enter into joint ventures, partnerships and any other combinations or 
associations; (c) remove Trustees or fill vacancies in or add to their 
number, elect and remove such officers and appoint and terminate such agents 
or employees as they consider appropriate, and appoint from their own number, 
and terminate, any one or more committees which may exercise some or all of 
the power and authority of the Trustees as the Trustees may determine; (d) 
purchase, and pay for out of Trust Property or the property of the 
appropriate Series of the Trust, insurance policies insuring the 
Shareholders, Trustees, officers, employees, agents, investment advisers, 
distributors, selected dealers or independent contractors of the Trust 
against all claims arising by reason of holding any such position or by 
reason of any action taken or omitted to be taken by any such Person in such 
capacity, whether or not constituting negligence, or whether or not the Trust 
would have the power to indemnify such Person against such liability; (e) 
establish pension, profit-sharing, Share purchase, and other retirement, 
incentive and benefit 

                                       6

plans for any Trustees, officers, employees and agents of the Trust; (f) to 
the extent permitted by law, indemnify any person with whom the Trust or any 
Series thereof has dealings, including any Investment Adviser, Distributor, 
Transfer Agent and selected dealers, to such extent as the Trustees shall 
determine; (g) guarantee indebtedness or contractual obligations of others; 
(h) determine and change the fiscal year of the Trust or any Series thereof 
and the method by which its accounts shall be kept; and (i) adopt a seal for 
the Trust but the absence of such seal shall not impair the validity of any 
instrument executed on behalf of the Trust. 

   Section 3.11. Principal Transactions. Except in transactions permitted by 
the 1940 Act or any rule or regulation thereunder, or any order of exemption 
issued by the Commission, or effected to implement the provisions of any 
agreement to which the Trust is a party, the Trustees shall not, on behalf of 
the Trust, buy any securities (other than Shares) from or sell any securities 
(other than Shares) to, or lend any assets of the Trust or any Series thereof 
to, any Trustee or officer of the Trust or any firm of which any such Trustee 
or officer is a member acting as principal, or have any such dealings with 
any Investment Adviser, Distributor or Transfer Agent or with any Affiliated 
Person of such Person; but the Trust or any Series thereof may employ any 
such Person, or firm or company in which such Person is an Interested Person, 
as broker, legal counsel, registrar, transfer agent, dividend disbursing 
agent or custodian upon customary terms. 

   Section 3.12. Litigation. The Trustees shall have the power to engage in 
and to prosecute, defend, compromise, abandon, or adjust, by arbitration, or 
otherwise, any actions, suits, proceedings, disputes, claims, and demands 
relating to the Trust, and out of the assets of the Trust or any Series 
thereof to pay or to satisfy any debts, claims or expenses incurred in 
connection therewith, including those of litigation, and such power shall 
include without limitation the power of the Trustees or any appropriate 
committee thereof, in the exercise of their or its good faith business 
judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand, 
derivative or otherwise, brought by any person, including a Shareholder in 
its own name or the name of the Trust, whether or not the Trust or any of the 
Trustees may be named individually therein or the subject matter arises by 
reason of business for or on behalf of the Trust. 

                                  ARTICLE IV 
        INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN AND TRANSFER AGENT 

   Section 4.1. Investment Adviser and Manager. Subject to approval by a 
Majority Shareholder Vote, the Trustees may in their discretion from time to 
time enter into one or more investment advisory and management contracts or, 
if the Trustees establish multiple Series, separate investment advisory and 
management contracts with respect to one or more Series whereby the other 
party or parties to any such contracts shall undertake to furnish the Trust 
or such Series such management, investment advisory, administration, 
accounting, legal, statistical and research facilities and services, 
promotional or marketing activities, and such other facilities and services, 
if any, as the Trustees shall from time to time consider desirable and all 
upon such terms and conditions as the Trustees may in their discretion 
determine. The vote of the initial shareholder(s) shall constitute "Majority 
Shareholder Vote" if such agreements are entered into prior to a public 
offering of Shares of the Trust. Notwithstanding any provisions of the 
Declaration, the Trustees may authorize the Investment Advisers, or any of 
them, under any such contracts (subject to such general or specific 
instructions as the Trustees may from time to time adopt) to effect 
purchases, sales, loans or exchanges of portfolio securities and other 
investments of the Trust on behalf of the Trustees or may authorize any 
officer, employee or Trustee to effect such purchases, sales, loans or 
exchanges pursuant to recommendations of such Investment Advisers, or any of 
them (and all without further action by the Trustees). Any such purchases, 
sales, loans and exchanges shall be deemed 

                                       7

to have been authorized by all of the Trustees. The Trustees may, in their 
sole discretion, call a meeting of Shareholders in order to submit to a vote 
of Shareholders at such meeting the approval or continuance of any such 
investment advisory or management contract. If the Shareholders of any one or 
more of the Series of the Trust should fail to approve any such investment 
advisory or management contract, the Investment Adviser may nonetheless serve 
as Investment Adviser with respect to any Series whose Shareholders approve 
such contract. 

   Section 4.2. Administrative Services. The Trustees may in their discretion 
from time to time contract for administrative personnel and services whereby 
the other party shall agree to provide the Trustees or the Trust 
administrative personnel and services to operate the Trust on a daily or 
other basis, on such terms and conditions as the Trustees may in their 
discretion determine. Such services may be provided by one or more persons or 
entities. 

   Section 4.3. Distributor. The Trustees may in their discretion from time 
to time enter into one or more contracts, providing for the sale of Shares to 
net the Trust or the applicable Series of the Trust not less than the net 
asset value per Share (as described in Article VIII hereof) and pursuant to 
which the Trust may either agree to sell the Shares to the other parties to 
the contracts, or any of them, or appoint any such other party its sales 
agent for such Shares. In either case, any such contract shall be on such 
terms and conditions as the Trustees may in their discretion determine not 
inconsistent with the provisions of this Article IV, including, without 
limitation, the provision for the repurchase or sale of shares of the Trust 
by such other party as principal or as agent of the Trust. 

   Section 4.4. Transfer Agent. The Trustees may in their discretion from 
time to time enter into a transfer agency and shareholder service contract 
whereby the other party to such contract shall undertake to furnish transfer 
agency and shareholder services to the Trust. The contract shall have such 
terms and conditions as the Trustees may in their discretion determine not 
inconsistent with the Declaration. Such services may be provided by one or 
more Persons. 

   Section 4.5. Custodian. The Trustees may appoint or otherwise engage one 
or more banks or trust companies, each having an aggregate capital, surplus 
and undivided profits (as shown in its last published report) of at least 
five million dollars ($5,000,000) to serve as Custodian with authority as its 
agent, but subject to such restrictions, limitations and other requirements, 
if any, as may be contained in the By-Laws of the Trust. 

   Section 4.6. Parties to Contract. Any contract of the character described 
in Sections 4.1, 4.2, 4.3, 4.4 or 4.5 of this Article IV and any other 
contract may be entered into with any Person, although one or more of the 
Trustees or officers of the Trust may be an officer, director, trustee, 
shareholder, or member of such other party to the contract, and no such 
contract shall be invalidated or rendered voidable by reason of the existence 
of any such relationship; nor shall any Person holding such relationship be 
liable merely by reason of such relationship for any loss or expense to the 
Trust under or by reason of said contract or accountable for any profit 
realized directly or indirectly therefrom, provided that the contract when 
entered into was not inconsistent with the provisions of this Article IV. The 
same Person may be the other party to any contracts entered into pursuant to 
Sections 4.1, 4.2, 4.3, 4.4 or 4.5 above or otherwise, and any individual may 
be financially interested or otherwise affiliated with Persons who are 
parties to any or all of the contracts mentioned in this Section 4.6. 

                                       8

                                  ARTICLE V 
                  LIMITATIONS OF LIABILITY OF SHAREHOLDERS, 
                             TRUSTEES AND OTHERS 

   Section 5.1. No Personal Liability of Shareholders, Trustees, etc. No 
Shareholder shall be subject to any personal liability whatsoever to any 
Person in connection with Trust Property or the acts, obligations or affairs 
of the Trust. No Trustee, officer, employee or agent of the Trust shall be 
subject to any personal liability whatsoever to any Person, other than the 
Trust or its Shareholders, in connection with the Trust Property or the 
affairs of the Trust, save only that arising from bad faith, willful 
misfeasance, gross negligence or reckless disregard for his duty to such 
Person; and all such Persons shall look solely to the Trust Property, or to 
the Property of one or more specific Series of the Trust if the claim arises 
from the conduct of such Trustee, officer, employee or agent with respect to 
only such Series, for satisfaction of claims of any nature arising in 
connection with the affairs of the Trust. If any Shareholder, Trustee, 
officer, employee or agent, as such, of the Trust is made a party to any suit 
or proceeding to enforce any such liability, he shall not, on account 
thereof, be held to any personal liability. The Trust shall indemnify out of 
the property of the Trust and hold each Shareholder harmless from and against 
all claims and liabilities, to which such Shareholder may become subject by 
reason of his being or having been a Shareholder, and shall reimburse such 
Shareholder for all legal and other expenses reasonably incurred by him in 
connection with any such claim or liability; provided that, in the event the 
Trust shall consist of more than one Series, Shareholders of a particular 
Series who are faced with claims or liabilities solely by reason of their 
status as Shareholders of that Series shall be limited to the assets of that 
Series for recovery of such loss and related expenses. The rights accruing to 
a Shareholder under this Section 5.1 shall not exclude any other right to 
which such Shareholder may be lawfully entitled, nor shall anything herein 
contained restrict the right of the Trust to indemnify or reimburse a 
Shareholder in any appropriate situation even though not specifically 
provided herein. 

   Section 5.2. Non-Liability of Trustees, etc. No Trustee, officer, employee 
or agent of the Trust shall be liable to the Trust, its Shareholders, or to 
any Shareholder, Trustee, officer, employee, or agent thereof for any action 
or failure to act (including without limitation the failure to compel in any 
way any former or acting Trustee to redress any breach of trust) except for 
his own bad faith, willful misfeasance, gross negligence or reckless 
disregard of his duties. 

   Section 5.3. Indemnification. (a) The Trustees shall provide for 
indemnification by the Trust, or by one or more Series thereof, if the claim 
arises from his or her conduct with respect to only such Series, of any 
person who is, or has been, a Trustee, officer, employee or agent of the 
Trust against all liability and against all expenses reasonably incurred or 
paid by him in connection with any claim, action, suit or proceeding in which 
he becomes involved as a party or otherwise by virtue of his being or having 
been a Trustee, officer, employee or agent and against amounts paid or 
incurred by him in the settlement thereof, in such manner as the Trustees may 
provide from time to time in the By-Laws. 

   (b) The words "claim," "action," "suit," or "proceeding" shall apply to 
all claims, actions, suits or proceedings (civil, criminal, or other, 
including appeals), actual or threatened; and the words "liability" and 
"expenses" shall include, without limitation, attorneys' fees, costs, 
judgments, amounts paid in settlement, fines, penalties and other 
liabilities. 

   Section 5.4. No Bond Required of Trustees. No Trustee shall be obligated 
to give any bond or other security for the performance of any of his duties 
hereunder. 

   Section 5.5. No Duty of Investigation; Notice in Trust Instruments, 
etc. No purchaser, lender, transfer agent or other Person dealing with the 
Trustees or any officer, employee or agent of the Trust or 

                                       9

a Series thereof shall be bound to make any inquiry concerning the validity 
of any transaction purporting to be made by the Trustees or by said officer, 
employee or agent or be liable for the application of money or property paid, 
loaned or delivered to or on the order of the Trustees or of said officer, 
employee or agent. Every obligation, contract, instrument, certificate, 
Share, other security of the Trust or a Series thereof or undertaking, and 
every other act or thing whatsoever executed in connection with the Trust 
shall be conclusively presumed to have been executed or done by the executors 
thereof only in their capacity as officers, employees or agents of the Trust 
or a Series thereof. Every written obligation, contract, instrument, 
certificate, Share, other security of the Trust or undertaking made or issued 
by the Trustees shall recite that the same is executed or made by them not 
individually, but as Trustees under the Declaration, and that the obligations 
of the Trust or a Series thereof under any such instrument are not binding 
upon any of the Trustees or Shareholders, individually, but bind only the 
Trust Estate (or, in the event the Trust shall consist of more than one 
Series, in the case of any such obligation which relates to a specific 
Series, only the Series which is a party thereto), and may contain any 
further recital which they or he may deem appropriate, but the omission of 
such recital shall not affect the validity of such obligation, contract 
instrument, certificate, Share, security or undertaking and shall not operate 
to bind the Trustees or Shareholders individually. The Trustees shall at all 
times maintain insurance for the protection of the Trust Property, its 
Shareholders, Trustees, officers, employees and agents in such amount as the 
Trustees shall deem adequate to cover possible tort liability, and such other 
insurance as the Trustees in their sole judgment shall deem advisable. 

   Section 5.6. Reliance on Experts, etc. Each Trustee and officer or 
employee of the Trust shall, in the performance of his duties, be fully and 
completely justified and protected with regard to any act or any failure to 
act resulting from reliance in good faith upon the books of account or other 
records of the Trust, upon an opinion of counsel, or upon reports made to the 
Trust by any of its officers or employees or by any Investment Adviser, 
Distributor, Transfer Agent, selected dealers, accountants, appraisers or 
other experts or consultants selected with reasonable care by the Trustees, 
officers or employees of the Trust, regardless of whether such counsel or 
expert may also be a Trustee. 

                                  ARTICLE VI 
                        SHARES OF BENEFICIAL INTEREST 

   Section 6.1. Beneficial Interest. The interest of the beneficiaries 
hereunder shall be divided into transferable shares of beneficial interest of 
$.01 par value. The number of such shares of beneficial interest authorized 
hereunder is unlimited. The Trustees shall have the authority to establish 
and designate one or more Series or classes of shares. Each share of any 
Series shall represent an equal proportionate share in the assets of that 
Series with each other Share in that Series. The Trustees may divide or 
combine the shares of any Series into a greater or lesser number of shares in 
that Series without thereby changing the proportionate interests in the 
assets of that Series. Subject to the provisions of Section 6.9 hereof, the 
Trustees may also authorize the creation of additional series of shares (the 
proceeds of which may be invested in separate, independently managed 
portfolios) and additional classes of shares within any series. All Shares 
issued hereunder including, without limitation, Shares issued in connection 
with a dividend in Shares or a split in Shares, shall be fully paid and 
nonassessable. 

   Section 6.2. Rights of Shareholders. The ownership of the Trust Property 
of every description and the right to conduct any business hereinbefore 
described are vested exclusively in the Trustees, and the Shareholders shall 
have no interest therein other than the beneficial interest conferred by 
their Shares, and they shall have no right to call for any partition or 
division of any property, profits, rights or interests of the Trust nor can 
they be called upon to assume any losses of the Trust or suffer an assessment 
of any 

                                      10

kind by virtue of their ownership of Shares. The Shares shall be personal 
property giving only the rights in the Declaration specifically set forth. 
The Shares shall not entitle the holder to preference, preemptive, appraisal, 
conversion or exchange rights, except as the Trustees may determine with 
respect to any series of Shares. 

   Section 6.3. Trust Only. It is the intention of the Trustees to create 
only the relationship of Trustee and beneficiary between the Trustees and 
each Shareholder from time to time. It is not the intention of the Trustees 
to create a general partnership, limited partnership, joint stock 
association, corporation, bailment or any form of legal relationship other 
than a trust. Nothing in the Declaration shall be construed to make the 
Shareholders, either by themselves or with the Trustees, partners or members 
of a joint stock association. 

   Section 6.4. Issuance of Shares. The Trustees, in their discretion may, 
from time to time without vote of the Shareholders, issue Shares of any 
Series, in addition to the then issued and outstanding Shares and Shares held 
in the treasury, to such party or parties and for such amount and type of 
consideration, including cash or property, at such time or times and on such 
terms as the Trustees may deem best, and may in such manner acquire other 
assets (including the acquisition of assets subject to, and in connection 
with the assumption of liabilities) and businesses. In connection with any 
issuance of Shares, the Trustees may issue fractional Shares. The Trustees 
may from time to time divide or combine the Shares of any Series into a 
greater or lesser number without thereby changing the proportionate 
beneficial interests in that Series. Contributions to the Trust may be 
accepted for, and Shares shall be redeemed as, whole Shares and/or fractions 
of a Share as described in the Prospectus. 

   Section 6.5. Register of Shares. A register shall be kept in respect of 
each Series at the principal office of the Trust or at an office of the 
Transfer Agent which shall contain the names and addresses of the 
Shareholders and the number of Shares of each Series held by them 
respectively and a record of all transfers thereof. Such register may be in 
written form or any other form capable of being converted into written form 
within a reasonable time for visual inspection. Such register shall be 
conclusive as to who are the holders of the Shares and who shall be entitled 
to receive dividends or distributions or otherwise to exercise or enjoy the 
rights of Shareholders. No Shareholder shall be entitled to receive payment 
of any dividend or distribution, nor to have notice given to him as herein or 
in the By-Laws provided, until he has given his address to the Transfer Agent 
or such other officer or agent of the Trustees as shall keep the said 
register for entry thereon. It is not contemplated that certificates will be 
issued for the Shares; however, the Trustees, in their discretion, may 
authorize the issuance of Share certificates and promulgate appropriate rules 
and regulations as to their use. 

   Section 6.6. Transfer of Shares. Shares shall be transferable on the 
records of the Trust only by the record holder or by his agent thereunto duly 
authorized in writing, upon delivery to the Trustees or the Transfer Agent of 
a duly executed instrument of transfer, together with such evidence of the 
genuineness of each such execution and authorization and of other matters as 
may reasonably be required. Upon such delivery the transfer shall be recorded 
on the register of the Trust. Until such record is made, the Shareholder of 
record shall be deemed to be the holder of such Shares for all purposes 
hereunder and neither the Trustees nor any Transfer Agent or registrar nor 
any officer, employee or agent of the Trust shall be affected by any notice 
of the proposed transfer. 

   Any person becoming entitled to any Shares in consequence of the death, 
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of 
law, shall be recorded on the register of Shares as the holder of such Shares 
upon production of the proper evidence thereof to the Trustees or the 
Transfer Agent, but until such record is made, the Shareholder of record 
shall be deemed to be the holder 

                                      11

of such Shares for all purposes hereunder and neither the Trustees nor any 
Transfer Agent or registrar nor any officer or agent of the Trust shall be 
affected by any notice of such death, bankruptcy or incompetence, or other 
operation of law, except as may otherwise be provided by the laws of the 
Commonwealth of Massachusetts. 

   Section 6.7. Notices. Any and all notices to which any Shareholder may be 
entitled and any and all communications shall be deemed duly served or given 
if mailed, postage prepaid, addressed to any Shareholder of record at his 
last known address as recorded on the register of the Trust. Annual reports 
and proxy statements need not be sent to a Shareholder if: (i) an annual 
report and proxy statement for two consecutive annual meetings, or (ii) all, 
and at least two, checks (if sent by first class mail) in payment of 
dividends or interest and shares during a twelve month period have been 
mailed to such Shareholder's address and have been returned undelivered. 
However, delivery of such annual reports and proxy statements shall resume 
once a Shareholder's current address is determined. 

   Section 6.8. Voting Powers. The Shareholders shall have power to vote only 
(i) for the election of Trustees as provided in Section 2.2 hereof, (ii) for 
the removal of Trustees as provided in Section 2.3 hereof, (iii) with respect 
to any investment advisory or management contract as provided in Section 4.1, 
(iv) with respect to termination of the Trust as provided in Section 9.2, (v) 
with respect to any amendment of the Declaration to the extent and as 
provided in Section 9.3, (vi) with respect to any merger, consolidation or 
sale of assets as provided in Section 9.4, (vii) with respect to 
incorporation of the Trust to the extent and as provided in Section 9.5, 
(viii) to the same extent as the stockholders of a Massachusetts business 
corporation as to whether or not a court action, proceeding or claim should 
or should not be brought or maintained derivatively or as a class action on 
behalf of the Trust or the Shareholders (provided that Shareholders of a 
Series are not entitled to vote in connection with the bringing of a 
derivative or class action with respect to any matter which only affects 
another Series or its Shareholders), (ix) with respect to any plan adopted 
pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act and (x) 
with respect to such additional matters relating to the Trust as may be 
required by law, the Declaration, the By-Laws or any registration of the 
Trust with the Commission (or any successor agency) or any state, or as and 
when the Trustees may consider necessary or desirable. Each whole Share shall 
be entitled to one vote as to any matter on which it is entitled to vote and 
each fractional Share shall be entitled to a proportionate fractional vote, 
except that Shares held in the treasury of the Trust as of the record date, 
as determined in accordance with the By-Laws, shall not be voted. On any 
matter submitted to a vote of Shareholders, all Shares shall be voted by 
individual Series except (1) when required by the 1940 Act, Shares shall be 
voted in the aggregate and not by individual Series; and (2) when the 
Trustees have determined that the matter affects only the interests of one or 
more Series, then only the Shareholders of such Series shall be entitled to 
vote thereon. The Trustees may, in conjunction with the establishment of any 
further Series or any classes of Shares, establish conditions under which the 
several series or classes of Shares shall have separate voting rights or no 
voting rights. There shall be no cumulative voting in the election of 
Trustees. Until Shares are issued, the Trustees may exercise all rights of 
Shareholders and may take any action required by law, the Declaration or the 
By-Laws to be taken by Shareholders. The By-Laws may include further 
provisions for Shareholders' votes and meetings and related matters. 

   Section 6.9. Series or Classes of Shares. The following provisions are 
applicable regarding the Series of Shares of the Trust established in Section 
6.1 hereof and shall be applicable if the Trustees shall establish additional 
Series or shall divide the shares of any Series into two or more classes, 
also as provided in Section 6.1 hereof, and all provisions relating to the 
Trust shall apply equally to each Series thereof except as the context 
requires: 

                                      12

     (a) The number of authorized shares and the number of shares of each 
    Series or of each class that may be issued shall be unlimited. The 
    Trustees may classify or reclassify any unissued shares or any shares 
    previously issued and reacquired of any Series or class into one or more 
    Series or one or more classes that may be established and designated from 
    time to time. The Trustees may hold as treasury shares (of the same or 
    some other Series or class), reissue for such consideration and on such 
    terms as they may determine, or cancel any shares of any Series or any 
    class reacquired by the Trust at their discretion from time to time. 

     (b) The power of the Trustees to invest and reinvest the Trust Property 
    shall be governed by Section 3.2 of this Declaration with respect to any 
    one or more Series which represents the interests in the assets of the 
    Trust immediately prior to the establishment of any additional Series and 
    the power of the Trustees to invest and reinvest assets applicable to any 
    other Series shall be as set forth in the instrument of the Trustees 
    establishing such series which is hereinafter described. 

     (c) All consideration received by the Trust for the issue or sale of 
    shares of a particular Series or class together with all assets in which 
    such consideration is invested or reinvested, all income, earnings, 
    profits, and proceeds thereof, including any proceeds derived from the 
    sale, exchange or liquidation of such assets, and any funds or payments 
    derived from any reinvestment of such proceeds in whatever form the same 
    may be, shall irrevocably belong to that Series or class for all 
    purposes, subject only to the rights of creditors, and shall be so 
    recorded upon the books of account of the Trust. In the event that there 
    are any assets, income, earnings, profits, and proceeds thereof, funds, 
    or payments which are not readily identifiable as belonging to any 
    particular Series or class, the Trustees shall allocate them among any 
    one or more of the Series or classes established and designated from time 
    to time in such manner and on such basis as they, in their sole 
    discretion, deem fair and equitable. Each such allocation by the Trustees 
    shall be conclusive and binding upon the shareholders of all Series or 
    classes for all purposes. No holder of Shares of any Series shall have 
    any claim on or right to any assets allocated or belonging to any other 
    Series. 

     (d) The assets belonging to each particular Series shall be charged with 
    the liabilities of the Trust in respect of that Series and all expenses, 
    costs, charges and reserves attributable to that Series. All expenses and 
    liabilities incurred or arising in connection with a particular Series, 
    or in connection with the management thereof, shall be payable solely out 
    of the assets of that Series and creditors of a particular Series shall 
    be entitled to look solely to the property of such Series for 
    satisfaction of their claims. Any general liabilities, expenses, costs, 
    charges or reserves of the Trust which are not readily identifiable as 
    belonging to any particular Series shall be allocated and charged by the 
    Trustees to and among any one or more of the series established and 
    designated from time to time in such manner and on such basis as the 
    Trustees in their sole discretion deem fair and equitable. Each 
    allocation of liabilities, expenses, costs, charges and reserves by the 
    Trustees shall be conclusive and binding upon the holders of all Series 
    for all purposes. The Trustees shall have full discretion, to the extent 
    not inconsistent with the 1940 Act, to determine which items shall be 
    treated as income and which items as capital; and each such determination 
    and allocation shall be conclusive and binding upon the Shareholders. 

     (e) The power of the Trustees to pay dividends and make distributions 
    shall be governed by Section 8.2 of this Declaration with respect to any 
    one or more Series or classes which represents the interests in the 
    assets of the Trust immediately prior to the establishment of any 
    additional Series or classes. With respect to any other Series or class, 
    dividends and distributions on shares of a particular Series or class may 
    be paid with such frequency as the Trustees may determine, which may be 
    daily or otherwise, pursuant to a standing resolution or resolutions 
    adopted only once or with such 

                                      13

    frequency as the Trustees may determine, to the holders of shares of that 
    Series or class, from such of the income and capital gains, accrued or 
    realized, from the assets belonging to that Series or class, as the 
    Trustees may determine, after providing for actual and accrued 
    liabilities belonging to that Series or class. All dividends and 
    distributions on shares of a particular Series or class shall be 
    distributed pro rata to the holders of that Series or class in proportion 
    to the number of shares of that Series or class held by such holders at 
    the date and time of record established for the payment of such dividends 
    or distributions. 

     (f) The Trustees shall have the power to determine the designations, 
    preferences, privileges, limitations and rights, including voting and 
    dividend rights, of each class and Series of Shares. 

     (g) Subject to compliance with the requirements of the 1940 Act, the 
    Trustees shall have the authority to provide that the holders of Shares 
    of any Series or class shall have the right to convert or exchange said 
    Shares into Shares of one or more Series of Shares in accordance with 
    such requirements and procedures as may be established by the Trustees. 

     (h) The establishment and designation of any Series or class of shares 
    in addition to those established in Section 6.1 hereof shall be effective 
    upon the execution by a majority of the then Trustees of an instrument 
    setting forth such establishment and designation and the relative rights, 
    preferences, voting powers, restrictions, limitations as to dividends, 
    qualifications, and terms and conditions of redemption of such Series or 
    class, or as otherwise provided in such instrument. At any time that 
    there are no shares outstanding of any particular Series or class 
    previously established and designated, the Trustees may by an instrument 
    executed by a majority of their number abolish that Series or class and 
    the establishment and designation thereof. Each instrument referred to in 
    this paragraph shall have the status of an amendment to this Declaration. 

     (i) Shareholders of a Series shall not be entitled to participate in a 
    derivative or class action with respect to any matter which only affects 
    another Series or its Shareholders. 

     (j) Each Share of a Series of the Trust shall represent a beneficial 
    interest in the net assets of such Series. Each holder of Shares of a 
    Series shall be entitled to receive his pro-rata share of distributions 
    of income and capital gains made with respect to such Series. In the 
    event of the liquidation of a particular Series, the Shareholders of that 
    Series which has been established and designated and which is being 
    liquidated shall be entitled to receive, when and as declared by the 
    Trustees, the excess of the assets belonging to that Series over the 
    liabilities belonging to that Series. The holders of Shares of any Series 
    shall not be entitled hereby to any distribution upon liquidation of any 
    other Series. The assets so distributable to the Shareholders of any 
    Series shall be distributed among such Shareholders in proportion to the 
    number of Shares of that Series held by them and recorded on the books of 
    the Trust. The liquidation of any particular Series in which there are 
    Shares then outstanding may be authorized by an instrument in writing, 
    without a meeting, signed by a majority of the Trustees then in office, 
    subject to the approval of a majority of the outstanding voting 
    securities of that Series, as that phrase is defined in the 1940 Act. 

                                 ARTICLE VII 
                                 REDEMPTIONS 

   Section 7.1. Redemptions. Each Shareholder of a particular Series shall 
have the right at such times as may be permitted by the Trust to require the 
Trust to redeem all or any part of his Shares of that Series, upon and 
subject to the terms and conditions provided in this Article VII. The Trust 
shall, upon application of any Shareholder or pursuant to authorization from 
any Shareholder, redeem or repurchase 

                                      14

from such Shareholder outstanding shares for an amount per share determined 
by the Trustees in accordance with any applicable laws and regulations; 
provided that (a) such amount per share shall not exceed the cash equivalent 
of the proportionate interest of each share or of any class or Series of 
shares in the assets of the Trust at the time of the redemption or repurchase 
and (b) if so authorized by the Trustees, the Trust may, at any time and from 
time to time charge fees for effecting such redemption or repurchase, at such 
rates as the Trustees may establish, as and to the extent permitted under the 
1940 Act and the rules and regulations promulgated thereunder, and may, at 
any time and from time to time, pursuant to such Act and such rules and 
regulations, suspend such right of redemption. The procedures for effecting 
and suspending redemption shall be as set forth in the Prospectus from time 
to time. Payment will be made in such manner as described in the Prospectus. 

   Section 7.2. Redemption at the Option of the Trust. Each Share of the 
Trust or any Series of the Trust shall be subject to redemption at the option 
of the Trust at the redemption price which would be applicable if such Share 
were then being redeemed by the Shareholder pursuant to Section 7.1: (i) at 
any time, if the Trustees determine in their sole discretion that failure to 
so redeem may have materially adverse consequences to the holders of the 
Shares of the Trust or of any Series, or (ii) upon such other conditions with 
respect to maintenance of Shareholder accounts of a minimum amount as may 
from time to time be determined by the Trustees and set forth in the then 
current Prospectus of the Trust. Upon such redemption the holders of the 
Shares so redeemed shall have no further right with respect thereto other 
than to receive payment of such redemption price. 

   Section 7.3. Effect of Suspension of Determination of Net Asset Value. If, 
pursuant to Section 7.4 hereof, the Trustees shall declare a suspension of 
the determination of net asset value with respect to Shares of the Trust or 
of any Series thereof, the rights of Shareholders (including those who shall 
have applied for redemption pursuant to Section 7.1 hereof but who shall not 
yet have received payment) to have Shares redeemed and paid for by the Trust 
or a Series thereof shall be suspended until the termination of such 
suspension is declared. Any record holder who shall have his redemption right 
so suspended may, during the period of such suspension, by appropriate 
written notice of revocation at the office or agency where application was 
made, revoke any application for redemption not honored and withdraw any 
certificates on deposit. The redemption price of Shares for which redemption 
applications have not been revoked shall be the net asset value of such 
Shares next determined as set forth in Section 8.1 after the termination of 
such suspension, and payment shall be made within seven (7) days after the 
date upon which the application was made plus the period after such 
application during which the determination of net asset value was suspended. 

   Section 7.4. Suspension of Right of Redemption. The Trust may declare a 
suspension of the right of redemption or postpone the date of payment or 
redemption for the whole or any part of any period (i) during which the New 
York Stock Exchange is closed other than for customary weekend and holiday 
closings, (ii) during which trading on the New York Stock Exchange is 
restricted, (iii) during which an emergency exists as a result of which 
disposal by the Trust or a Series thereof of securities owned by it is not 
reasonably practicable or it is not reasonably practicable for the Trust or a 
Series thereof fairly to determine the value of its net assets, or (iv) 
during any other period when the Commission may for the protection of 
security holders of the Trust by order permit suspension of the rights of 
redemption or postponement of the date of payment or redemption; provided 
that applicable rules and regulations of the Commission shall govern as to 
whether the conditions prescribed in (ii), (iii) or (iv) exist. Such 
suspension shall take effect at such time as the Trust shall specify but not 
later than the close of business on the business day next following the 
declaration of suspension, and thereafter there shall be no right of 
redemption or payment on redemption until the Trust shall declare the 
suspension at an end, except that 

                                      15

the suspension shall terminate in any event on the first day on which said 
stock exchange shall have reopened or the period specified in (ii) or (iii) 
shall have expired (as to which in the absence of an official ruling by the 
Commission, the determination of the Trust shall be conclusive). In the case 
of a suspension of the right of redemption, a Shareholder may either withdraw 
his request for redemption or receive payment based on the net asset value 
existing after the termination of the suspension. 

                                 ARTICLE VIII 
                      DETERMINATION OF NET ASSET VALUE, 
                         NET INCOME AND DISTRIBUTIONS 

   Section 8.1. Net Asset Value. The net asset value of each outstanding 
Share of each Series of the Trust shall be determined on such days and at 
such time or times as the Trustees may determine. The method of determination 
of net asset value shall be determined by the Trustees and shall be as set 
forth in the Prospectus. The power and duty to make the daily calculations 
may be delegated by the Trustees to any Investment Adviser, the Custodian, 
the Transfer Agent or such other person as the Trustees by resolution may 
determine. The Trustees may suspend the daily determination of net asset 
value to the extent permitted by the 1940 Act. 

   Section 8.2. Distributions to Shareholders. The Trustees shall from time 
to time distribute ratably among the Shareholders of the Trust or of any 
Series such proportion of the net income, earnings, profits, gains, surplus 
(including paid-in surplus), capital, or assets of the Trust or of such 
Series held by the Trustees as they may deem proper. Such distribution may be 
made in cash or property (including without limitation any type of 
obligations of the Trust or of such Series or any assets thereof), and the 
Trustees may distribute ratably among the Shareholders of the Trust or of 
that Series additional Shares issuable hereunder in such manner, at such 
times, and on such terms as the Trustees may deem proper. Such distributions 
may be among the Shareholders of record (determined in accordance with the 
Prospectus) of the Trust or of such Series at the time of declaring a 
distribution or among the Shareholders of record of the Trust or of such 
Series at such later date as the Trustees shall determine. The Trustees may 
always retain from the net income, earnings, profits or gains of the Trust or 
of such Series such amount as they may deem necessary to pay the debts or 
expenses of the Trust or of such Series or to meet obligations of the Trust 
or of such Series, or as they may deem desirable to use in the conduct of its 
affairs or to retain for future requirements or extensions of the business. 
The Trustees may adopt and offer to Shareholders of the Trust or of any 
Series such dividend reinvestment plans, cash dividend payout plans or 
related plans as the Trustees deem appropriate. 

   Inasmuch as the computation of net income and gains for Federal income tax 
purposes may vary from the computation thereof on the books, the above 
provisions shall be interpreted to give the Trustees the power in their 
discretion to distribute for any fiscal year as ordinary dividends and as 
capital gains distributions, respectively, additional amounts sufficient to 
enable the Trust to avoid or reduce liability for taxes. 

   Section 8.3. Determination of Net Income. The Trustees shall have the 
power to determine the net income of any Series of the Trust and from time to 
time to distribute such net income ratably among the Shareholders as 
dividends in cash or additional Shares of such Series issuable hereunder. The 
determination of net income and the resultant declaration of dividends shall 
be as set forth in the Prospectus. The Trustees shall have full discretion to 
determine whether any cash or property received by any Series of the Trust 
shall be treated as income or as principal and whether any item of expense 
shall be charged to the income or the principal account, and their 
determination made in good faith shall be conclusive upon the Shareholders. 
In the case of stock dividends received, the Trustees shall have full 

                                      16

discretion to determine, in the light of the particular circumstances, how 
much, if any, of the value thereof shall be treated as income, the balance, 
if any, to be treated as principal. 

   Section 8.4. Power to Modify Foregoing Procedures. Notwithstanding any of 
the foregoing provisions of this Article VIII, the Trustees may prescribe, in 
their absolute discretion, such other bases and times for determining the per 
Share net asset value of the Shares or net income, or the declaration and 
payment of dividends and distributions, as they may deem necessary or 
desirable to enable the Trust to comply with any provision of the 1940 Act, 
or any rule or regulation thereunder, including any rule or regulation 
adopted pursuant to Section 22 of the 1940 Act by the Commission or any 
securities association registered under the Securities Exchange Act of 1934, 
or any order of exemption issued by said Commission, all as in effect now or 
hereafter amended or modified. Without limiting the generality of the 
foregoing, the Trustees may establish classes or additional Series of Shares 
in accordance with Section 6.9. 

                                  ARTICLE IX 
           DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC. 

   Section 9.1. Duration. The Trust shall continue without limitation of time 
but subject to the provisions of this Article IX. 

   Section 9.2. Termination of Trust. (a) The Trust or any Series may be 
terminated (i) by a Majority Shareholder Vote at any meeting of Shareholders 
of the Trust or the appropriate Series thereof, (ii) by an instrument in 
writing, without a meeting, signed by a majority of the Trustees and 
consented to by a Majority Shareholder Vote of the Trust or the appropriate 
Series thereof, or by such other vote as may be established by the Trustees 
with respect to any class or Series of Shares, or (iii) with respect to a 
Series as provided in Section 6.9(h). Upon the termination of the Trust or 
the Series: 

     (i) The Trust or the Series shall carry on no business except for the 
    purpose of winding up its affairs. 

     (ii) The Trustees shall proceed to wind up the affairs of the Trust or 
    the Series and all of the powers of the Trustees under this Declaration 
    shall continue until the affairs of the Trust shall have been wound up, 
    including the power to fulfill or discharge the contracts of the Trust or 
    the Series, collect its assets, sell, convey, assign, exchange, transfer 
    or otherwise dispose of all or any part of the remaining Trust Property 
    or Trust Property allocated or belonging to such Series to one or more 
    persons at public or private sale for consideration which may consist in 
    whole or in part of cash, securities or other property of any kind, 
    discharge or pay its liabilities, and to do all other acts appropriate to 
    liquidate its business; provided that any sale, conveyance, assignment, 
    exchange, transfer or other disposition of all or substantially all the 
    Trust Property or Trust Property allocated or belonging to such Series 
    shall require Shareholder approval in accordance with Section 9.4 hereof. 

     (iii) After paying or adequately providing for the payment of all 
    liabilities, and upon receipt of such releases, indemnities and refunding 
    agreements, as they deem necessary for their protection, the Trustees may 
    distribute the remaining Trust Property or Trust Property allocated or 
    belonging to such Series, in cash or in kind or partly each, among the 
    Shareholders of the Trust according to their respective rights. 

   Section 9.3. Amendment Procedure. (a) This Declaration may be amended by a 
Majority Shareholder Vote, at a meeting of Shareholders, or by written 
consent without a meeting. The Trustees may also amend this Declaration 
without the vote or consent of Shareholders (i) to change the name of 

                                      17

the Trust or any Series or classes of Shares, (ii) to supply any omission, or 
cure, correct or supplement any ambiguous, defective or inconsistent 
provision hereof, (iii) if they deem it necessary to conform this Declaration 
to the requirements of applicable federal or state laws or regulations or the 
requirements of the Internal Revenue Code, or to eliminate or reduce any 
federal, state or local taxes which are or may be payable by the Trust or the 
Shareholders, but the Trustees shall not be liable for failing to do so, or 
(iv) for any other purpose which does not adversely affect the rights of any 
Shareholder with respect to which the amendment is or purports to be 
applicable. 

   (b) No amendment may be made under this Section 9.3 which would change any 
rights with respect to any Shares of the Trust or of any Series of the Trust 
by reducing the amount payable thereon upon liquidation of the Trust or of 
such Series of the Trust or by diminishing or eliminating any voting rights 
pertaining thereto, except with the vote or consent of the holders of 
two-thirds of the Shares of the Trust or of such Series outstanding and 
entitled to vote, or by such other vote as may be established by the Trustees 
with respect to any Series or class of Shares. Nothing contained in this 
Declaration shall permit the amendment of this Declaration to impair the 
exemption from personal liability of the Shareholders, Trustees, officers, 
employees and agents of the Trust or to permit assessments upon Shareholders. 

   (c) A certificate signed by a majority of the Trustees or by the Secretary 
or any Assistant Secretary of the Trust, setting forth an amendment and 
reciting that it was duly adopted by the Shareholders or by the Trustees as 
aforesaid or a copy of the Declaration, as amended, and executed by a 
majority of the Trustees or certified by the Secretary or any Assistant 
Secretary of the Trust, shall be conclusive evidence of such amendment when 
lodged among the records of the Trust. Unless such amendment or such 
certificate sets forth some later time for the effectiveness of such 
amendment, such amendment shall be effective when lodged among the records of 
the Trust. 

   Notwithstanding any other provision hereof, until such time as a 
Registration Statement under the Securities Act of 1933, as amended, covering 
the first public offering of securities of the Trust shall have become 
effective, this Declaration may be terminated or amended in any respect by 
the affirmative vote of a majority of the Trustees or by an instrument signed 
by a majority of the Trustees. 

   Section 9.4. Merger, Consolidation and Sale of Assets. The Trust or any 
Series thereof may merge or consolidate with any other corporation, 
association, trust or other organization or may sell, lease or exchange all 
or substantially all of the Trust Property or Trust Property allocated or 
belonging to such Series, including its good will, upon such terms and 
conditions and for such consideration when and as authorized, at any meeting 
of Shareholders called for the purpose, by the affirmative vote of the 
holders of not less than two-thirds of the Shares of the Trust or such Series 
outstanding and entitled to vote, or by an instrument or instruments in 
writing without a meeting, consented to by the holders of not less than 
two-thirds of such Shares, or by such other vote as may be established by the 
Trustees with respect to any series or class of Shares; provided, however, 
that, if such merger, consolidation, sale, lease or exchange is recommended 
by the Trustees, a Majority Shareholder Vote shall be sufficient 
authorization; and any such merger, consolidation, sale, lease or exchange 
shall be deemed for all purposes to have been accomplished under and pursuant 
to the laws of the Commonwealth of Massachusetts. Nothing contained herein 
shall be construed as requiring approval of Shareholders for (a) any sale of 
assets in the ordinary course of business for the Trust or any Series or 
class of Shares or (b) any transaction described in Section 3.2(c) hereof. 

   Section 9.5. Incorporation. With approval of a Majority Shareholder Vote, 
or by such other vote as may be established by the Trustees with respect to 
any Series or class of Shares, the Trustees may cause to be organized or 
assist in organizing a corporation or corporations under the laws of any 
jurisdiction or 

                                      18

any other trust, partnership, association or other organization to take over 
all of the Trust Property or the Trust Property allocated or belonging to 
such Series or to carry on any business in which the Trust shall directly or 
indirectly have any interest, and to sell, convey and transfer the Trust 
Property or the Trust Property allocated or belonging to such Series to any 
such corporation, trust, partnership, association or organization in exchange 
for the shares or securities thereof or otherwise, and to lend money to, 
subscribe for the shares or securities of, and enter into any contracts with 
any such corporation, trust, partnership, association or organization in 
which the Trust or such Series holds or is about to acquire shares or any 
other interest. The Trustees may also cause a merger or consolidation between 
the Trust or any successor thereto and any such corporation, trust, 
partnership, association or other organization if and to the extent permitted 
by law, as provided under the law then in effect. Nothing contained herein 
shall be construed as requiring approval of Shareholders for (a) the Trustees 
to organize or assist in organizing one or more corporations, trusts, 
partnerships, associations or other organizations and selling, conveying or 
transferring a portion of the Trust Property to such organization or entities 
or (b) any transaction described in Section 3.2(c) hereof. 

                                  ARTICLE X 
                           REPORTS TO SHAREHOLDERS 

   The Trustees shall at least semi-annually submit or cause the officers of 
the Trust to submit to the Shareholders a written financial report of each 
Series of the Trust, including financial statements which shall at least 
annually be certified by independent public accountants. 

                                  ARTICLE XI 
                                MISCELLANEOUS 

   Section 11.1. Filing. This Declaration and any amendment hereto shall be 
filed in the office of the Secretary of the Commonwealth of Massachusetts and 
in such other places as may be required under the laws of Massachusetts and 
may also be filed or recorded in such other places as the Trustees deem 
appropriate. Each amendment so filed shall be accompanied by a certificate 
signed and acknowledged by a Trustee or by the Secretary or any Assistant 
Secretary of the Trust stating that such action was duly taken in a manner 
provided herein. A restated Declaration, integrating into a single instrument 
all of the provisions of the Declaration which are then in effect and 
operative, may be executed from time to time by a majority of the Trustees 
and shall, upon filing with the Secretary of the Commonwealth of 
Massachusetts, be conclusive evidence of all amendments contained therein and 
may thereafter be referred to in lieu of the original Declaration and the 
various amendments thereto. 

   Section 11.2. Resident Agent. The Prentice-Hall Corporation System, Inc., 
84 State Street, Boston, Massachusetts 02109 is the resident agent of the 
Trust in the Commonwealth of Massachusetts. 

   Section 11.3. Governing Law. This Declaration is executed by the Trustees 
and delivered in the Commonwealth of Massachusetts and with reference to the 
laws thereof and the rights of all parties and the validity and construction 
of every provision hereof shall be subject to and construed according to the 
laws of said State. 

   Section 11.4. Counterparts. The Declaration may be simultaneously executed 
in several counterparts, each of which shall be deemed to be an original, and 
such counterparts, together, shall constitute one and the same instrument, 
which shall be sufficiently evidenced by any such original counterpart. 

   Section 11.5. Reliance by Third Parties. Any certificate executed by an 
individual who, according to the records of the Trust, appears to be a 
Trustee hereunder, or Secretary or Assistant Secretary of the 

                                      19

Trust, certifying to: (a) the number or identity of Trustees or Shareholders, 
(b) the due authorization of the execution of any instrument or writing, (c) 
the form of any vote passed at a meeting of Trustees or Shareholders, (d) the 
fact that the number of Trustees or Shareholders present at any meeting or 
executing any written instrument satisfies the requirements of this 
Declaration, (e) the form of any By-Laws adopted by or the identity of any 
officers elected by the Trustees, or (f) the existence of any fact or facts 
which in any manner relate to the affairs of the Trust, shall be conclusive 
evidence as to the matters so certified in favor of any Person dealing with 
the Trustees and their successors. 

   Section 11.6. Provisions in Conflict with Law or Regulations. (a) The 
provisions of the Declaration are severable, and if the Trustees shall 
determine, with the advice of counsel, that any of such provisions is in 
conflict with the 1940 Act, the regulated investment company provisions of 
the Internal Revenue Code or with other applicable laws and regulations, the 
conflicting provisions shall be deemed superseded by such law or regulation 
to the extent necessary to eliminate such conflict; provided, however, that 
such determination shall not affect any of the remaining provisions of the 
Declaration or render invalid or improper any action taken or omitted prior 
to such determination. 

   (b) If any provision of the Declaration shall be held invalid or 
unenforceable in any jurisdiction, such invalidity or unenforceability shall 
pertain only to such provision in such jurisdiction and shall not in any 
manner affect such provision in any other jurisdiction or any other provision 
of the Declaration in any jurisdiction. 

   Section 11.7. Use of the name "TCW/DW." Dean Witter, Discover & Co. 
("DWDC") and the TCW Group Inc. and Trust Company of the West ("TCW") have 
consented to the use by the Trust of the identifying name "TCW/DW," which is 
a property right of DWDC and TCW. The Trust will only use the name "TCW/DW" 
as a component of its name and for no other purpose, and will not purport to 
grant to any third party the right to use the name "TCW/DW" for any purpose. 
DWDC or TCW, or any corporate affiliate of the parent of either, may use or 
grant to others the right to use the name "TCW/DW," or any combination or 
abbreviation thereof, as all or a portion of a corporate or business name or 
for any commercial purpose, including a grant of such right to any other 
investment company. At the request of DWDC or TCW or their respective parents 
or affiliates, the Trust will take such action as may be required to provide 
its consent to the use by DWDC or TCW or their respective parents or 
affiliates, or any corporate affiliate of such parents or affiliates, or by 
any person to whom DWDC or TCW or their respective parents or affiliates, 
shall have granted the right to the use of the name "TCW/DW," or any 
combination or abbreviation thereof. Upon the termination of (i) any 
management agreement into which DWDC and the Trust may enter, (ii) any 
investment advisory agreement into which TCW and the Fund may enter, or (iii) 
the alliance agreement between DWDC and TCW under which DWDC and TCW, or 
affiliates of either, have agreed to provide their respective services 
pursuant to contracts with the Trust, the Trust shall, upon request by DWDC 
or TCW or their respective parents or affiliates, cease to use the name 
"TCW/DW" as a component of its name, and shall not use the name, or any 
combination or abbreviation thereof, as a part of its name or for any other 
commercial purpose, and shall cause its officers, trustees and shareholders 
to take any and all actions which DWDC or TCW or their respective parents or 
affiliates, may request to effect the foregoing and to reconvey to DWDC or 
TCW or their respective parents or affiliates, any and all rights to such 
name. 

   Section 11.8. Principal Place of Business. The principal place of business 
of the Trust shall be Two World Trade Center, New York, New York 10048, or 
such other location as the Trustees may designate from time to time. 

                                      20

   IN WITNESS WHEREOF, the undersigned have executed this Declaration of 
Trust this     day of         , 1997. 


 ------------------------------     ------------------------------------ 
    Charles A. Fiumefreddo, as              Robert S. Giambrone, as 
  Trustee and not individually            Trustee and not individually 
      Two World Trade Center                 Two World Trade Center 
     New York, New York 10048               New York, New York 10048 
                               

- ------------------------------- 
      Barry Fink, as Trustee 
       and not individually 
      Two World Trade Center 
     New York, New York 10048 


STATE OF NEW YORK 
                        }   ss.: 
COUNTY OF NEW YORK 

   On this    day of        , 1997, ROBERT S. GIAMBRONE, CHARLES A. 
FIUMEFREDDO and BARRY FINK, known to me and known to be the individuals 
described in and who executed the foregoing instrument, personally appeared 
before me and they severally acknowledged the foregoing instrument to be 
their free act and deed. 

                                            --------------------------------- 
                                                       Notary Public 
My commission expires:       , 199 
                      --------------


                                      21

   IN WITNESS WHEREOF, the undersigned has executed this instrument this 
day of         , 1997. 

                                            --------------------------------- 
                                            Joseph F. Mazzella, at Trustee 
                                            and not individually 
                                            101 Federal Street 
                                            Boston, MA 02110 

                        COMMONWEALTH OF MASSACHUSETTS 

   Suffolk, SS.                                                     Boston, MA 
                                                                        , 1997 

   Then personally appeared before me the above-named Joseph F. Mazzella who 
acknowledged the foregoing instrument to be his free act and deed.




 
                                            --------------------------------- 
                                                       Notary Public 
My commission expires:        , 1999 
                      --------------


                                      22

                                                                     EXHIBIT B 

                  FORM OF NEW INVESTMENT ADVISORY AGREEMENT 

   AGREEMENT made as of the      day of      , 1997, 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 is engaged in business as an open-end management 
investment company and is registered as such under the Investment Company Act 
of 1940, as amended (the "Act"); and 

   WHEREAS, The Investment 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 services 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 may, at its own expense, enter into Sub-Advisory 
Agreements with Sub-Advisors to make determinations as to 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 to take such further 
action, including the placing of purchase and sale orders on behalf of the 
Fund, as the Sub-Advisors, in consultation with the Investment Adviser, shall 
deem necessary or appropriate; provided that the Investment Adviser shall be 
responsible for monitoring compliance by such Sub-Advisors with the 
investment policies and restrictions of the Fund and with such other 
limitations or directions as the Trustees of the Fund may from time to time 
prescribe. 

                                1           

   3. 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. 

   4. 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. 

   5. 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. 

   6. 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; fee 
pursuant to any plan of distribution that the Fund may adopt; 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 and statements of additional information 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; 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. 

   7. 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 

                                2           

Fund, determined by applying the annual rate of 0.50% to the Fund's average 
daily net assets. Except as hereinafter set forth, compensation under this 
Agreement shall be calculated and accrued daily and paid monthly by applying 
1/365ths of the annual rates to the Fund's net assets each day determined as 
of the close of business on that day or the last previous business day. 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. 

   8. 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 hereunder, 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. 

   9. 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. 

   10. This Agreement shall remain in effect until April 30, 1999 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. 

   11. 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. 

   12. 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 

                                3           

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. 

   13. 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. 

   14. The Amended and Restated Declaration of Trust of TCW/DW Emerging 
Markets Opportunities Trust, dated       , 1997, 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. 

                                4           

   IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement, as amended, on the day and year first above written in New York, 
New York. 

                                            TCW/DW EMERGING MARKETS 
                                             OPPORTUNITIES TRUST 

                                            By  ....................... 

Attest: 

 .....................................

                                            TCW FUNDS MANAGEMENT, INC. 

                                            By  ....................... 

                                            By  ....................... 
Attest: 

 ......................................



                                5           

                                                                     EXHIBIT C 

                        FORM OF SUB-ADVISORY AGREEMENT 

   AGREEMENT made as of the      day of      , 1997 by and between TCW Funds 
Management, Inc., a California corporation ("FMI"), and TCW Asia Limited, a 
Hong Kong corporation ("TCW Asia"). 

   WHEREAS, FMI has entered into an Investment Advisory Agreement with TCW/DW 
Emerging Markets Opportunities Trust (the "Fund") to provide investment 
advisory services for the Fund; 

   WHEREAS, TCW Asia is registered as an investment adviser under the 
Investment Advisers Act of 1940, and engages in the business of acting as an 
investment adviser; 

   WHEREAS, FMI desires to retain the services of TCW Asia to render 
investment advisory services for the Fund in the manner and on the terms and 
conditions hereinafter set forth; 

   WHEREAS, TCW Asia desires to be retained by FMI to provide such investment 
advisory services on said terms and conditions; 

   NOW, THEREFORE; in consideration of the foregoing recitals and the mutual 
covenants and agreements contained herein, the parties agree as follows: 

   1. Subject to the supervision of FMI, and in accordance with the 
investment objective, policies and restrictions set forth in the then current 
Registration Statement, which is hereby incorporated by reference, relating 
to the Fund which Registration Statement contains a recital of risk factors, 
and such investment objective, policies and restrictions from time to time 
prescribed by the Trustees of the Fund and communicated by FMI in writing to 
TCW Asia, TCW Asia agrees to provide the Fund with investment advisory 
services including, but not limited to, obtaining and evaluating 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 and shall manage the assets of the Fund in a 
manner consistent with the investment objective and policies of the Fund and 
shall determine the securities and commodities to be purchased, acquired, 
sold or otherwise disposed of by the Fund and the timing of such purchases, 
acquisitions, sales or dispositions. TCW Asia agrees to furnish to or place 
at the disposal of FMI the information, evaluations, analyses and opinions 
formulated or obtained by it in performing its advisory services under this 
Agreement. FMI and TCW Asia agree to make their officers and employees 
available to the other from time to time at reasonable times to review 
investment policies of the Fund and to consult with each other. Nothing in 
this Agreement shall require FMI to utilize the services of TCW Asia with 
respect to any specific or minimum percentage of the assets of the Fund. 

   2. TCW Asia 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 TCW Asia shall be deemed to include 
persons employed or otherwise retained by TCW Asia to furnish statistical and 
other factual data, advice regarding economic factors and trends, 
information, advice and assistance as FMI may desire. TCW Asia shall maintain 
whatever records as may be required to be maintained by it under the 
Investment Company Act of 1940, as amended (the "Act"), or the Investment 
Advisers Act of 1940. All such records so maintained shall be the property of 
the Fund and shall be made available to FMI and the Fund, upon the request of 
FMI or the Fund. TCW Asia shall provide all account statements and 
performance or financial records as required by United States securities 
laws. TCW Asia acknowledges that cash balances and other assets of the Fund 
will be held by Custodian bank(s) designated by the Fund. 

   3. FMI will, from time to time, furnish or otherwise make available to TCW 
Asia such financial reports, proxy statements and other information provided 
it by the Fund, including investment policies and restrictions from time to 
time prescribed by the Trustees of the Fund, relating to the business and 
affairs of the Fund as TCW Asia may reasonably require in order to discharge 
its duties and obligations hereunder or to comply with any applicable law and 
regulations. All instructions given by FMI to TCW Asia shall be in writing 
and sent to TCW Asia's principal office and shall take effect upon actual 
receipt by TCW Asia. 

                                1           

   4. For the services to be rendered, FMI, at its own expense, shall pay TCW 
Asia monthly compensation, determined by applying the annual rate of 0.50% to 
the Trust's average daily net assets for which TCW Asia renders sub-advisory 
services. For the purpose of calculating such fee, the net asset value for a 
month shall be the average of the daily net asset values for which TCW Asia 
provides sub-advisory services as determined for each business day of the 
month. If this Agreement becomes effective after the first day of a month, or 
terminates before the last day of a month, the foregoing compensation shall 
be prorated. 

   In the event that the aggregate compensation received by FMI from the 
Trust for any month is less than that specified above, the compensation 
payable by FMI to TCW Asia shall be equal to that received by FMI. The 
compensation of TCW Asia is a responsibility of FMI and not a responsibility 
of the Trust. 

   5. TCW Asia will use its best efforts in the performance of investment 
activities on behalf of the Fund, but in the absence of willful misfeasance, 
bad faith, gross negligence or reckless disregard of its obligations 
hereunder, TCW Asia shall not be liable to InterCapital, FMI or the Fund or 
any of its investors for any error of judgment or mistake of law or for any 
act or omission by TCW Asia or for any losses sustained by the Fund or its 
investors. TCW Asia 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. 

   6. It is understood that any of the shareholders, Trustees, officers and 
employees of the Fund may be a shareholder, director, officer or employee of, 
or be otherwise interested in, TCW Asia and in any person controlled by or 
under common control or affiliated with TCW Asia and that TCW Asia and any 
person controlled by or under common control or affiliated with TCW Asia may 
have an interest in the Fund. It is also understood that TCW Asia and any 
affiliated persons thereof or any persons controlled by or under common 
control with TCW Asia have and may have advisory, management service or other 
contracts with other organizations and persons, and may have other interests 
and businesses, and further may purchase, sell or trade any securities or 
commodities for their own accounts or for the account of others for whom they 
may be acting. Nothing contained in this Agreement shall limit or restrict 
TCW Asia or any affiliated person thereof from so acting or engaging in any 
other business. 

   7. This Agreement shall remain in effect until April 30, 1999 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 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 FMI and TCW Asia, either by majority vote of 
the Trustees of the Fund; (b) this Agreement shall immediately terminate in 
the event of its assignment, as defined in the Act, unless automatic 
termination shall be prevented by an exemptive order of the Securities and 
Exchange Commission; (c) this Agreement shall immediately terminate in the 
event of the termination of the Investment Advisory Agreement; (d) FMI may 
terminate this Agreement without payment of penalty on thirty days' written 
notice to TCW Asia and the Fund; and (e) TCW Asia may terminate this 
Agreement without the payment of penalty on thirty days' written notice to 
FMI and the Fund. Any notice under this Agreement shall be given in writing, 
addressed and delivered, or mailed postage paid, to the other party at its 
principal business office. 

   8. 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, 
FMI nor TCW Asia shall be liable for failing to do so. 

   9. This Agreement shall be construed in accordance with the law of the 
State of California and the applicable provisions of the Act. To the extent 
the applicable law of the State of California, or any of the provisions 
herein, conflicts with the applicable provisions of the Act, the latter shall 
control. 

   10. The effective date of this Agreement shall be the day and year first 
written above. 

                                2           

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement on the day and year first above written in Los Angeles, California. 

Accepted and Agreed to as of the Day and Year First Above Written: 


TCW/DW EMERGING 
MARKETS OPPORTUNITIES TRUST 

By: 
- -----------------------------------
Name: 
- -----------------------------------
Title: 
- -----------------------------------

Attest: 
- -----------------------------------
Name: 
- -----------------------------------
Title: 
- -----------------------------------


TCW FUNDS MANAGEMENT, INC. 

By: /s/ 
- -----------------------------------
Name: 
- -----------------------------------
Title: 
- -----------------------------------

Attest: 
- -----------------------------------
Name: 
- -----------------------------------
Title: 
- -----------------------------------


TCW ASIA LIMITED 

By: 
- -----------------------------------
Name: 
- -----------------------------------
Title: 
- -----------------------------------

Attest: 
- -----------------------------------
Name: 
- -----------------------------------
Title: 
- -----------------------------------

                                       3

                                                                     EXHIBIT D 

                        FORM OF SUB-ADVISORY AGREEMENT 

   AGREEMENT made as of the      day of      , 1997 by and between TCW Funds 
Management, Inc., a California corporation ("FMI"), and TCW London 
International, Limited, a California corporation ("TCW London"). 

   Whereas, FMI has entered into an Investment Advisory Agreement with TCW/DW 
Emerging Markets Opportunities Trust (the "Fund") to provide investment 
advisory services for the Fund; 

   Whereas, TCW London is registered as an investment adviser under the 
Investment Advisers Act of 1940, and engages in the business of acting as an 
investment adviser; 

   Whereas, TCW London is a member of the Investment Management Regulatory 
Organization Limited ("IMRO") and as such is regulated by IMRO in the conduct 
of its investment business and nothing in this Agreement shall exclude any 
liability of TCW London to the Fund under the Financial Services Act of 1986 
or the IMRO Rules; 

   Whereas, FMI desires to retain the services of TCW London to render 
investment advisory services for the Fund in the manner and on the terms and 
conditions hereinafter set forth; 

   Whereas, TCW London desires to be retained by FMI to provide such investment 
advisory services on said terms and conditions; 

   NOW, THEREFORE; in consideration of the foregoing recitals and the mutual 
covenants and agreements contained herein, the parties agree as follows: 

   1. Subject to the supervision of FMI, and in accordance with the 
investment objective, policies and restrictions set forth in the then current 
Registration Statement, which is hereby incorporated by reference, relating 
to the Fund which Registration Statement contains a recital of risk factors, 
and such investment objective, policies and restrictions from time to time 
prescribed by the Trustees of the Fund and communicated by FMI in writing to 
TCW London, TCW London agrees to provide the Fund with investment advisory 
services including, but not limited to, obtaining and evaluating 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 and shall manage the assets of the Fund in a 
manner consistent with the investment objective and policies of the Fund and 
shall determine the securities and commodities to be purchased, acquired, 
sold or otherwise disposed of by the Fund and the timing of such purchases, 
acquisitions, sales or dispositions. TCW London agrees to furnish to or place 
at the disposal of FMI the information, evaluations, analyses and opinions 
formulated or obtained by it in performing its advisory services under this 
Agreement. FMI and TCW London agree to make their officers and employees 
available to the other from time to time at reasonable times to review 
investment policies of the Fund and to consult with each other. Nothing in 
this Agreement shall require FMI to utilize the services of TCW London with 
respect to any specific or minimum percentage of the assets of the Fund. 

   2. TCW London 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 TCW London shall be deemed to include 
persons employed or otherwise retained by TCW London to furnish statistical 
and other factual data, advice regarding economic factors and trends, 
information, advice and assistance as FMI may desire. TCW London shall 
maintain whatever records as may be required to be maintained by it under the 
Investment Company Act of 1940, as amended (the "Act"), or the Investment 
Advisers Act of 1940. All such records so maintained shall be the property of 
the Fund and shall be made available to FMI and the Fund, upon the request of 
FMI or the Fund. TCW London shall provide all account statements and 
performance or financial records as required by United States securities 
laws. TCW London acknowledges that cash balances and other assets of the Fund 
will be held by Custodian bank(s) designated by the Fund. 

                                1           

   3. FMI will, from time to time, furnish or otherwise make available to TCW 
London such financial reports, proxy statements and other information 
provided it by the Fund, including investment policies and restrictions from 
time to time prescribed by the Trustees of the Fund, relating to the business 
and affairs of the Fund as TCW London may reasonably require in order to 
discharge its duties and obligations hereunder or to comply with any 
applicable law and regulations. All instructions given by FMI to TCW London 
shall be in writing and sent to TCW London's principal office and shall take 
effect upon actual receipt by TCW London. 

   4. For the services to be rendered, FMI, at its own expense, shall pay TCW 
London monthly compensation, determined by applying the annual rate of 0.50% 
to the Trust's average daily net assets for which TCW London renders 
sub-advisory services. For the purpose of calculating such fee, the net asset 
value for a month shall be the average of the daily net asset values for 
which TCW London provides sub-advisory services as determined for each 
business day of the month. If this Agreement becomes effective after the 
first day of a month, or terminates before the last day of a month, the 
foregoing compensation shall be prorated. 

   In the event that the aggregate compensation received by FMI from the 
Trust for any month is less than that specified above, the compensation 
payable by FMI to TCW London shall be equal to that received by FMI. The 
compensation of TCW London is a responsibility of FMI and not a 
responsibility of the Trust. 

   5. TCW London will use its best efforts in the performance of investment 
activities on behalf of the Fund, but in the absence of willful misfeasance, 
bad faith, gross negligence or reckless disregard of its obligations 
hereunder, TCW London shall not be liable to InterCapital, FMI or the Fund or 
any of its investors for any error of judgment or mistake of law or for any 
act or omission by TCW London or for any losses sustained by the Fund or its 
investors. TCW London 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. 

   6. It is understood that any of the shareholders, Trustees, officers and 
employees of the Fund may be a shareholder, director, officer or employee of, 
or be otherwise interested in, TCW London and in any person controlled by or 
under common control or affiliated with TCW London and that TCW London and 
any person controlled by or under common control or affiliated with TCW 
London may have an interest in the Fund. It is also understood that TCW 
London and any affiliated persons thereof or any persons controlled by or 
under common control with TCW London have and may have advisory, management 
service or other contracts with other organizations and persons, and may have 
other interests and businesses, and further may purchase, sell or trade any 
securities or commodities for their own accounts or for the account of others 
for whom they may be acting. Nothing contained in this Agreement shall limit 
or restrict TCW London or any affiliated person thereof from so acting or 
engaging in any other business. 

   7. This Agreement shall remain in effect until April 30, 1999 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 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 FMI and TCW London, either by majority vote of 
the Trustees of the Fund; (b) this Agreement shall immediately terminate in 
the event of its assignment, as defined in the Act, unless automatic 
termination shall be prevented by an exemptive order of the Securities and 
Exchange Commission; (c) this Agreement shall immediately terminate in the 
event of the termination of the Investment Advisory Agreement; (d) FMI may 
terminate this Agreement without payment of penalty on thirty days' written 
notice to TCW London and the Fund; and (e) TCW London may terminate this 
Agreement without the payment of penalty on thirty days' written notice to 
FMI and the Fund. Any notice under this Agreement shall be given in writing, 
addressed and delivered, or mailed postage paid, to the other party at its 
principal business office. 

                                2           

   8. 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, 
FMI nor TCW London shall be liable for failing to do so. 

   9. All formal complaints should, in the first instance, be made in writing 
to TCW London's compliance officer at TCW London's principal office. In 
addition, the FMI and/or the Fund shall have a right to complain directly to 
IMRO. 

   10. A statement is available from TCW London describing FMI's and/or the 
Fund's rights to compensation, if any, in the event that TCW London is unable 
to meet its liabilities. 

   11. FMI acknowledges that for purposes of the IMRO rules, it will be 
treated as a non-private customer. 

   12. This Agreement shall be construed in accordance with the law of the 
State of California and the applicable provisions of the Act. To the extent 
the applicable law of the State of California, or any of the provisions 
herein, conflicts with the applicable provisions of the Act, the latter shall 
control. 

   13. The effective date of this Agreement shall be the day and year first 
written above. 

   IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement on the day and year first above written in Los Angeles, California. 

Accepted and Agreed to as of the Day and Year First Above Written: 


TCW/DW EMERGING 
MARKETS OPPORTUNITIES TRUST 

By: 
- --------------------------------------
Name: 
- --------------------------------------
Title: 
- --------------------------------------
Attest: 
- --------------------------------------
Name: 
- --------------------------------------
Title: 
- --------------------------------------


TCW FUNDS MANAGEMENT, INC. 

By: 
- --------------------------------------
Name: 
- --------------------------------------
Title: 
- --------------------------------------
Attest: 
- --------------------------------------
Name: 
- --------------------------------------
Title: 
- --------------------------------------


TCW LONDON INTERNATIONAL LIMITED 

By: 
- --------------------------------------
Name: 
- --------------------------------------
Title: 
- --------------------------------------
Attest: 
- --------------------------------------
Name: 
- --------------------------------------
Title: 
- --------------------------------------

                                3           

                                                                     EXHIBIT E 

                 PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1 
                                      OF 
                 TCW/DW EMERGING MARKETS OPPORTUNITIES TRUST 

   WHEREAS, TCW/DW Emerging Markets Opportunities Trust (the "Fund") intends 
to engage in business as an open-end management investment company and is 
registered as such under the Investment Company Act of 1940, as amended (the 
"Act"); and 

   WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule 
12b-1 under the Act, and the Trustees have determined that there is a 
reasonable likelihood that adoption of the Plan of Distribution will benefit 
the Fund and its shareholders; and 

   WHEREAS, the Fund and Dean Witter Distributors Inc. (the "Distributor") 
have entered into a separate Distribution Agreement dated as of this date, 
pursuant to which the Fund has employed the Distributor in such capacity 
during the continuous offering of shares of the Fund. 

   NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby agrees 
to the terms of, this Plan of Distribution (the "Plan") in accordance with 
Rule 12b-1 under the Act on the following terms and conditions: 

   1.  The Fund shall pay to the Distributor, as the distributor of 
securities of which the Fund is the issuer, compensation for distribution of 
its shares at the rate of 0.25% per annum of the Fund's average daily net 
assets. Such compensation shall be calculated and accrued daily and paid 
monthly or at such other intervals as the Trustees shall determine. The 
Distributor may direct that all or any part of the amounts receivable by it 
under this Plan be paid directly to Dean Witter Reynolds Inc. ("DWR"), its 
affiliates or other broker-dealers who provide distribution and/or 
shareholder services. All payments made hereunder pursuant to the Plan shall 
be in accordance with the terms and limitations of the Rules of Conduct of 
the National Association of Securities Dealers, Inc. 

   2.  The amount set forth in paragraph 1 of this Plan shall be paid for 
services of the Distributor, DWR, its affiliates and other broker-dealers it 
may select in connection with the distribution of the Fund's shares, 
including personal services to shareholders with respect to their holdings of 
Fund shares, and may be spent by the Distributor, DWR, its affiliates and 
such broker-dealers on any activities or expenses related to the distribution 
of the Fund's shares or services to shareholders, including, but not limited 
to: compensation to, and expenses of, account executives or other employees 
of the Distributor, DWR, its affiliates or other broker-dealers; overhead and 
other branch office distribution-related expenses and telephone expenses of 
persons who engage in or support distribution of shares or who provide 
personal services to shareholders; printing of prospectuses and reports for 
other than existing shareholders; preparation, printing and distribution of 
sales literature and advertising materials and opportunity costs in incurring 
the foregoing expenses (which may be calculated as a carrying charge on the 
excess of the distribution expenses incurred by the Distributor, DWR, its 
affiliates or other broker-dealers over distribution revenues received by 
them). The overhead and other branch office distribution-related expenses 
referred to in this paragraph 2 may include: (a) the expenses of operating 
the branch offices of the Distributor or other broker-dealers, including DWR, 
in connection with the sale of Fund shares, including lease costs, the 
salaries and employee benefits of operations and sales support personnel, 
utility costs, communications costs and the costs of stationery and supplies; 
(b) the costs of client sales seminars; (c) travel expenses of mutual fund 
sales coordinators to promote the sale of Fund shares; and (d) other expenses 
relating to branch promotion of Fund sales. Payments may also be made with 
respect to distribution expenses incurred in connection with the distribution 
of shares, including personal services to shareholders with respect to 
holdings of such shares, of an investment company whose assets are acquired 
by the Fund in a tax-free reorganization. 

                                1           

   3.  This Plan shall not take effect until it has been approved by a vote 
of at least a majority of the outstanding voting securities of the Fund (as 
defined in the Act). 

   4.  This Plan shall not take effect until it has been approved, together 
with any related agreements, by votes of a majority of the Board of Trustees 
of the Fund and of the Trustees who are not "interested persons" of the Fund 
(as defined in the Act) and have no direct or indirect financial interest in 
the operation of this Plan or any agreements related to it (the "Rule 12b-1 
Trustees"), cast in person at a meeting (or meetings) called for the purpose 
of voting on this Plan and such related agreements. 

   5.  This Plan shall continue in effect until April 30, 1998, and from year 
to year thereafter, provided such continuance is specifically approved at 
least annually in the manner provided for approval of this Plan in paragraph 
4 hereof. 

   6.  The Distributor shall provide to the Trustees of the Fund and the 
Trustees shall review, at least quarterly, a written report of the amounts so 
expended and the purposes for which such expenditures were made. In this 
regard, the Trustees shall request the Distributor to specify such items of 
expenses as the Trustees deem appropriate. The Trustees shall consider such 
items as they deem relevant in making the determinations required by 
paragraph 5 hereof. 

   7.  This Plan may be terminated at any time by vote of a majority of the 
Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting 
securities of the Fund. In the event of any such termination or in the event 
of nonrenewal, the Fund shall have no obligation to pay expenses which have 
been incurred by the Distributor, DWR, its affiliates or other broker-dealers 
in excess of payments made by the Fund pursuant to this Plan. However, this 
shall not preclude consideration by the Trustees of the manner in which such 
excess expenses shall be treated. 

   8.  This Plan may not be amended to increase materially the amount the 
Fund may spend for distribution provided in paragraph 1 hereof unless such 
amendment is approved by a vote of at least a majority (as defined in the 
Act) of the outstanding voting securities of the Fund, and no material 
amendment to the Plan shall be made unless approved in the manner provided 
for approval in paragraph 4 hereof. 

   9.  While this Plan is in effect, the selection and nomination of Trustees 
who are not interested persons (as defined in the Act) of the Fund shall be 
committed to the discretion of the Trustees who are not interested persons. 

   10. The Fund shall preserve copies of this Plan and any related agreements 
and all reports made pursuant to paragraph 6 hereof, for a period of not less 
than six years from the date of this Plan, any such agreement or any such 
report, as the case may be, the first two years in an easily accessible 
place. 

   11. The Amended and Restated Declaration of Trust of TCW/DW Emerging 
Markets Opportunities Trust, dated         , 1997, 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. 

                                2           

   IN WITNESS WHEREOF, the Fund and the Distributor have executed this Plan 
of Distribution as of the day and year set forth below in New York, New York. 

Date:            , 1977            
                                         TCW/DW EMERGING MARKETS           
                                          OPPORTUNITIES TRUST              
                                                                           
                                         By                                
Attest:                                  ................................. 
 .....................................    DEAN WITTER DISTRIBUTORS INC.     
                                                                           
                                         By                                
Attest:                                  ................................. 
 .....................................                                      
                                        
                                              
                                              

                                              
                                              
                                              

                                              
                                              

                                3           

TCW/DW EMERGING MARKETS                   THIS PROXY IS SOLICITED ON BEHALF OF 
OPPORTUNITIES TRUST                         THE BOARD OF TRUSTEES OF THE TRUST 

   The undersigned hereby appoints Robert M. Scanlan, Barry Fink and Joseph 
J. McAlinden, or any of them, proxies, each with the power of substitution, 
to vote on behalf of the undersigned at the Annual Meeting of Stockholders of 
TCW/DW Emerging Markets Opportunities Trust on June 24, 1997 at 10:00 a.m., 
New York City time, and at any adjournments thereof, on the proposals set 
forth in the Notice of Meeting dated May 5, 1997 as follows: 

   The shares represented by this proxy will be voted on the following 
matters as specified on the reverse side by the undersigned. If no 
specification is made, this proxy will be voted in favor of Proposals 1-3 and 
5-10 and in abstention on Proposal 4. Note: This proxy must be returned in 
order for your shares to be voted. 
                                            ---------------------------------
                                            |                               |
                                            |                               |
                                            |                               |
                                            |                               |
                                            ---------------------------------
                                            Please sign in box above exactly 
                                            as your name or names appear at 
                                            left. 
                                            Dated                     , 1997 
                                                  --------------------
                                                         (OVER) 

                                
           

Please vote by filling in the appropriate boxes below, as shown, using blue 
or black ink or dark pencil. Do not use red ink. [x]



                                                                                                                 
  1.  Election of Trustees:                                              FOR THE NOMINEES,          WITHHOLD                      1.
      Richard M. Demartini, Thomas E. Larkin, Jr.                          EXCEPT THOSE            AUTHORITY 
      TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,             WHOSE NAMES         TO VOTE FOR ANY 
      WRITE THAT NOMINEE'S NAME ON THE LINE BELOW.                        ARE INSERTED ON       OF THE NOMINEES 
                                                                         THE LINE AT LEFT: 
                                                                                [ ]                   [ ] 
      ---------------------------------------------------------------
                                                                                FOR                 AGAINST          ABSTAIN 
 2.   Approval of Investment Advisory Agreement                                 [ ]                   [ ]              [ ]        2.

 3.   Ratification of Appointment of Price Waterhouse Llp as                    [ ]                   [ ]              [ ]        3.
      Independent Accountants 

 4.   Shareholder Proposal Recommending the Board of Trustees take              [ ]                   [ ]              [ ]        4.
      action to open-end the Trust 

 5.   If Proposal 4 is approved, approval of conversion to open-end             [ ]                   [ ]              [ ]        5.
      the Trust 

 6.   If Proposal 4 is approved, election of Trustees:                   FOR THE NOMINEES,         WITHHOLD                       6.
      Richard M. Demartini, Thomas E. Larkin, Jr., John C. Argue,          EXCEPT THOSE            AUTHORITY 
      Charles A. Fiumefreddo, John R. Haire, Manuel H. Johnson,             WHOSE NAMES         TO VOTE FOR ANY 
      Michael E. Nugent, John L. Schroeder, Marc I. Stern                 ARE INSERTED ON       OF THE NOMINEES 
      TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,          THE LINE AT LEFT: 
      WRITE THAT NOMINEE'S NAME ON THE LINE BELOW.                              [ ]                   [ ] 

                                                                                FOR                 AGAINST          ABSTAIN 
      --------------------------------------------------------------- 
 7.   If Proposal 4 is approved, approval of New Investment Advisory            [ ]                   [ ]              [ ]     7.
      Agreement 

 8.   If Proposal 4 is approved, approval of New Sub-advisory                   [ ]                   [ ]              [ ]     8.
      Agreement with TCW London International Limited 

 9.   If Proposal 4 is approved, approval of New Sub-advisory                   [ ]                   [ ]              [ ]     9.
      Agreement with TCW Asia Limited 

10.   If Proposal 4 is approved, approval of Plan of Distribution               [ ]                   [ ]              [ ]    10.


As to any other matter, or if any of the nominees named in the Proxy 
Statement are not available for election, said attorneys shall vote in 
accordance with their judgment. 
PRX00020