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TCW Funds Inc – ‘PRES14A’ for 2/10/99

As of: Friday, 1/8/99 · For: 2/10/99 · Accession #: 943663-99-3 · File #: 811-07170

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/08/99  TCW Funds Inc                     PRES14A     2/10/99    1:128K                                   Dechert Pr… Rhoads/FA/DC

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy                                     57±   222K

Document Table of Contents

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			Alternative Formats (Word, et al.) Funds
1	1st Page - Filing Submission
7	Funds

PRES14A 1st “Page” of 19 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION
 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
 EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant    /X/                                                  
Filed by a Party other than the Registrant  / /                                 

CHECK THE APPROPRIATE BOX:                                                      
/X/      Preliminary Proxy Statement                                            
/  /     Definitive Proxy Statement                                             
/  /     Definitive Additional Materials                                        
/  /     Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12          
/  /     Confidential, for use of the Commission only (Rule 14a-6(e)(2))        

 TCW GALILEO FUNDS, INC.
    (Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)  

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):                              
/X/      No fee required.                                                       
/  /     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and     
0-11                                                          
    1) Title of each class of securities to which transaction applies:

 2) Aggregate number of securities to which transaction applies:

         3) Per unit price or other  underlying  value of  transaction  computed
pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which the filling
fee is calculated and state how it was determined):                             

4) Proposed maximum aggregate value of transaction:           

5) Total fee paid:                                            

/ / Fee paid previously with preliminary materials. / / Check box if any part of
the fee is offset as provided by Exchange Act Rule  0-11(a)(2)  and identify the
filing for which the offsetting fee was previously. Identify the previous filing
by  registration  statement  number of the paid Form or Schedule and the date of
its filing.                                                                     
1)  Amount Previously paid:                                   

2)  Form, Schedule or Registration Statement No.:             

3)  Filing Party:                                             

4)  Date Filed:                                               

PRES14A 2nd “Page” of 19 TOC 1st Previous Next ↓Bottom Just 2nd
 TCW GALILEO FUNDS, INC.

__________, 1999

Dear Shareholder:                                                               

         We are  pleased to  enclose  the  Notice  and Proxy  Statement  for the
Special Meeting  ("Meeting") of Shareholders of the TCW Galileo Funds, Inc. (the
"Company"),  on behalf of  certain of its  series  ("Funds"),  to be held at 865
South Figueroa Street,  18th floor, Los Angeles,  California  90017, on February
10, 1999,  at ____,  Pacific Time.  Formal notice of the Meeting  appears on the
next page,  followed by the Proxy Statement.  Please take time to read the Proxy
Statement  and cast your vote,  because it covers  matters that are important to
the Company and to you as a shareholder.                                        

         The Meeting is being called  because of the need to address a number of
pending matters,  including the adoption of an Amended and Restated Advisory and
Management  Agreement ("New  Agreement"),  and updating  investment  policies to
reflect regulatory and tax law developments.  The New Agreement is substantially
similar to the current  agreement.  The purpose of adopting the New Agreement is
to enable TCW Funds  Management,  Inc. (the  "Adviser") to outsource  accounting
services.  The outsourcing will enable the Company to, among other things,  post
each Fund's net asset  value in the media on a daily  basis which would  enhance
the visibility and  attractiveness of the Company to the investing  public.  The
Company will retain the services of all of the Adviser's personnel and employees
who now provide  investment  management  and  administrative  services (with the
exception of accounting  services) to the Funds. No change is anticipated in the
investment  philosophies and practices  currently followed by the Company or the
Funds.                                                                          

         To comply with  federal  regulations,  proposed  changes to  investment
advisory contracts and a Fund's investment policy, among other matters,  must be
submitted for shareholder  approval.  Accordingly,  at the meeting,  you will be
asked to consider and vote on a number of matters,  as applicable.  They are the
following:                                                                      

o    To approve an amended  and  restated  investment  advisory  and  management
     agreement  that  transfers   responsibility   for  accounting  and  certain
administrative services from the investment adviser to the Funds      

o    To  approve  the  elimination  of  the  Money  Market  Fund's   fundamental
investment restriction regarding diversification                      

o    To  approve  the  elimination  of  the  Money  Market  Fund's   fundamental
investment restriction regarding illiquidity                          

o    To  approve  the  elimination  of  the  Money  Market  Fund's   fundamental
  investment restriction regarding investing in other investment companies

o    To  approve  the  elimination  of  the  Money  Market  Fund's   fundamental
     investment restriction regarding investing in money market instruments with
maturities of one year or less                                        

o    To approve new  investment  objective  and  strategies  for the  Aggressive
Growth Equities Fund (formerly named Mid-Cap Growth Fund)             

o    To approve the  modification of the investment  objective of the Core Fixed
Income Fund                                                           

o    To approve the modification of the investment objective of the Total Return
     Mortgage-Backed    Securities    Fund   (formerly   named   the   Long-Term
Mortgage-Backed Securities Fund)                                      

o    To  approve  the   modification   of  the   investment   objective  of  the
Mortgage-Backed Securities Fund                                       

o    To approve the  modification of the investment  objective of the High Yield
Bond Fund                                                             

o    To approve  the  modification  of the  investment  objective  of the Select
Equities Fund (formerly named the Core Equities Fund)                 

o    To approve the  modification  of the  investment  objective of the Earnings
Momentum Fund                                                         

o    To approve the  modification  of the investment  objective of the Small Cap
Growth Fund                                                           

o    To  approve  the  modification  of the  investment  objective  of the Value
Opportunities Fund                                                    

o    To transact such other business as may properly come before the meeting    

         The  Board  of  Directors,  including  a  majority  of the  Independent
Directors,  have reviewed the proposals and concluded  that they are in the best
interest of the Company,  the Funds and their  shareholders,  and recommend that
you vote "FOR" each of the  proposals on the enclosed  proxy card. If you happen
to be the record  owner of Fund  shares,  but other  persons are the  beneficial
owners of such  shares  and are  entitled  to vote on theses  proposals,  please
inform  us of the  number  of such  beneficial  owners  to whom  you  intend  to
distribute proxy materials for the meeting so that may forward the same to you. 

         Please call us at (800) Fund-TCW should you have any questions or if we
may be of any other assistance.  Thank you for your attention to these important
matters.                                                                        

                Sincerely yours,

                     Thomas E. Larkin, Jr.
                      Director and President
Enclosures                                                                      

PRES14A 3rd “Page” of 19 TOC 1st Previous Next ↓Bottom Just 3rd
 TCW GALILEO FUNDS, INC.
 865 SOUTH FIGUEROA STREET, SUITE 1800
 LOS ANGELES, CALIFORNIA 90017
(800) FUND-TCW

 NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

To be held
February 10, 1999 at _______, Pacific Time

To the Shareholders of the TCW Galileo Funds:                                   

         A special meeting of  shareholders  of the TCW Galileo Funds,  Inc., on
behalf of certain of its series  ("Funds"),  will be held at 865 South  Figueroa
Street, 18th Floor, Los Angeles, California 90017, on February 10, 1999, at ____
Pacific Time, or at such adjourned time as may be necessary for the holders of a
majority  of  outstanding  shares  of the  Funds to vote  (the  "Meeting").  The
following  table  describes  each proposal that will be presented at the Meeting
and which Fund is entitled to vote on them.                                     

                                                        [Enlarge/Download Table]

Proposal                                                                          Who Will Vote                          

                                                                                                                         
PROPOSAL 1                                                                                                               

To Approve an Amended and Restated Investment Advisory and Management Agreement   All Funds                              
that Transfers Responsibility for Accounting and Certain Administrative Services                                         
from the Investment Adviser to the Funds                                                                                 

PROPOSAL 2                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Diversification                                                                                    

PROPOSAL 3                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Illiquidity                                                                                        

PROPOSAL 4                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Investing in Other Investment Companies                                                            

PROPOSAL 5                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Investing in Money Market Instruments with Maturities of                                           
One Year or Less                                                                                                         

PROPOSAL 6                                                                                                               

To Approve New Investment Objective and Strategies for the Aggressive Growth      Aggressive Growth Equities Fund Only   
Equities Fund (formerly named Mid-Cap Growth Fund)                                                                       

PROPOSAL 7                                                                                                               

To Approve the Modification of the Investment Objective of                        Core Fixed Income Fund Only            
the Core Fixed Income Fund                                                                                               

PROPOSAL 8                                                                                                               

To Approve the Modification of the Investment Objective of                        Total Return Mortgage-Backed Securities
the Total Return Mortgage-Backed Securities Fund (formerly named Long-Term        Fund Only                              
Mortgage-Backed Securities Fund)                                                                                         

PROPOSAL 9                                                                                                               

To Approve the Modification of the Investment Objective of                        Mortgage-Backed Securities Fund Only   
the Mortgage-Backed Securities Fund                                                                                      

PROPOSAL 10                                                                                                              

To Approve the Modification of the Investment Objective of                        High Yield Bond Fund Only              
the High Yield Bond Fund                                                                                                 

PROPOSAL 11                                                                                                              

To Approve the Modification of the Investment Objective of                        Select Equities Fund Only              
the Select Equities Fund (formerly named Core Equities Fund)                                                             

PROPOSAL 12                                                                                                              

To Approve the Modification of the Investment Objective of                        Earnings Momentum Fund Only            
the Earnings Momentum Fund                                                                                               

PROPOSAL 13                                                                                                              

To Approve the Modification of the Investment Objective of                        Small Cap Growth Fund Only             
the Small Cap Growth Fund                                                                                                

PROPOSAL 14                                                                                                              

To Approve the Modification of the Investment Objective of                        Value Opportunities Fund Only          
the Value Opportunities Fund                                                                                             

PROPOSAL 15                                                                                                              

To Transact Such Other Business as May Properly Come                              Such Funds as Necessary                
Before the Meeting.                                                                                                      

         The  matters  referred  to above are  discussed  in detail in the Proxy
Statement attached to this Notice. The Board of Directors has fixed the close of
business on December  31,  1998,  as the record  date for the  determination  of
shareholders  entitled  to  notice  of,  and to vote  at,  the  Meeting,  or any
adjournment  thereof.  Only holders of record of shares at the close of business
on that date are entitled to notice of, and to vote at, the Meeting.  Each share
of a Fund is entitled to one vote with respect to proposals on which that Fund's
shareholders are entitled to vote, with fractional  votes for fractional  shares
held.                                                                           

         You are cordially  invited to attend the Meeting.  All shareholders are
requested  to complete,  date and sign the enclosed  form of proxy and return it
promptly in the envelope provided for that purpose.  The enclosed proxy is being
solicited on behalf of the Board of Directors.                                  

                           By order of the Directors

                Philip K. Holl
           Secretary
January ___, 1999                                                               

YOUR VOTE IS  IMPORTANT.  IN ORDER TO AVOID THE  UNNECESSARY  EXPENSE OF FURTHER
SOLICITATION, WE URGE YOU TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY,
DATE AND SIGN IT, AND RETURN IT PROMPTLY IN THE  ENEVELOPE  PROVIDED,  NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.                                        

PRES14A 4th “Page” of 19 TOC 1st Previous Next ↓Bottom Just 4th
PRELIMINARY PROXY MATERIALS - FOR SEC USE ONLY

 PROXY STATEMENT

 TCW GALILEO FUNDS, INC.
 865 SOUTH FIGUEROA STREET, SUITE 1800
 LOS ANGELES, CALIFORNIA 90017

SPECIAL MEETING OF SHAREHOLDERS OF THE TCW GALILEO FUNDS, INC.
 TO BE HELD ON FEBRUARY 10, 1999

         This Proxy  Statement and enclosed form of proxy are being furnished in
connection  with the  solicitation  of proxies by the Board of  Directors of TCW
Galileo  Funds,  Inc. (the  "Company") on behalf of the TCW Galileo Money Market
Fund,  TCW Galileo Core Fixed Income Fund, TCW Galileo High Yield Bond Fund, TCW
Galileo   Total   Return   Mortgage-Backed    Securities   Fund,   TCW   Galileo
Mortgage-Backed  Securities  Fund,  TCW Galileo Asia Pacific  Equities Fund, TCW
Galileo  Emerging  Markets  Equities Fund, TCW Galileo  Emerging  Markets Income
Fund, TCW Galileo  European  Equities Fund, TCW Galileo  International  Equities
Fund, TCW Galileo  Japanese  Equities  Fund, TCW Galileo Latin America  Equities
Fund, TCW Galileo Convertible Securities Fund, TCW Galileo Select Equities Fund,
TCW Galileo  Earnings  Momentum Fund, TCW Galileo Enhanced 500 Fund, TCW Galileo
Large Cap Growth Fund, TCW Galileo Large Cap Value Fund, TCW Galileo  Aggressive
Growth  Equities  Fund, TCW Galileo Small Cap Growth Fund, and TCW Galileo Value
Opportunities  Fund  (each a "Fund" and  together  the  "Funds")  for use at the
Special Meeting of Shareholders (the "Meeting") to be held at 865 South Figueroa
Street, 18th Floor, Los Angeles, California 90017 on February 10, 1999, at ____,
Pacific Time, or at any adjournment  thereof,  for the purposes set forth in the
accompanying Notice of Meeting.                                                 

         This  Proxy  Statement  and the  form of  proxy  are  being  mailed  to
shareholders on or about [January ___, 1999].                                   

         All  costs  associated  with the  Meeting,  consisting  principally  of
preparing,  printing and mailing expenses will be borne by TCW Funds Management,
Inc.  ("Adviser").  The principal  solicitation will be by mail, but proxies may
also be  solicited  by  telephone,  electronically  or by personal  interview by
officers or agents of the Fund.                                                 

         Copies of each of the Funds' most recent annual report and  semi-annual
report are available  upon request and without  charge by calling the Company at
1-800-Fund-TCW  or writing to its principal office at 865 South Figueroa Street,
Suite 1800, Los Angeles,  California  90017 to the attention of the Secretary of
the Company, Philip K. Holl.                                                    

         The Company is registered as a management  investment company under the
Investment  Company Act of 1940, as amended ("1940 Act"),  and is organized as a
Maryland  corporation.  The Funds'  shares of common  stock are  referred  to as
"shares," the  Company's  Board of Director's is referred to as the "Board," and
the Company's Articles of Incorporation are referred to as its "Articles."      

         The Board has fixed the close of business on December 31, 1998,  as the
record date for the  determination of shareholders  entitled to notice of and to
vote at the Meeting,  or any adjournment  thereof,  on matters  submitted to the
vote of shareholders of the Company. Shareholders of the Company are entitled to
one vote for each share held in the Company. Where any proposal pertains only to
a particular  Fund,  shareholders of that Fund will be entitled to one vote each
for each share held in that Fund. In either case,  shareholders will be entitled
to fractional votes for fractional shares held.                                 

Share Ownership of Each Fund                                                    

         As of the record date, the following  numbers of shares of common stock
of each operational Fund were outstanding:                                      

                                                                [Download Table]


Name of Fund                                                Number of Shares
                                                            Outstanding     
                                                                            
TCW Galileo Money Market Fund                                               
TCW Galileo Core Fixed Income Fund                                          
TCW Galileo High Yield Bond Fund                                            
TCW Galileo Total Return  Mortgage-Backed  Securities Fund                  
TCW Galileo Mortgage-Backed  Securities Fund                                
TCW Galileo Asia Pacific Equities Fund                                      
TCW Galileo Emerging Markets Equities Fund                                  
TCW Galileo Emerging Markets Income Fund                                    
TCW Galileo European Equities Fund                                          
TCW Galileo International Equities Fund                                     
TCW Galileo Japanese Equities Fund                                          
TCW Galileo Latin America Equities Fund                                     
TCW Galileo Convertible Securities Fund                                     
TCW Galileo Select Equities Fund                                            
TCW Galileo Earnings Momentum Fund                                          
TCW Galileo Enhanced 500 Fund                                               
TCW Galileo Large Cap Growth Fund                                           
TCW Galileo Large Cap Value Fund                                            
TCW Galileo Aggressive Growth Equities Fund                                 
TCW Galileo Small Cap Growth Fund                                           
TCW Galileo Value Opportunities Fund                                        

         As of December 31, 1998, the record date,  the following  persons owned
of record or beneficially 5% or more of the shares of the following Funds:      

                                                        [Enlarge/Download Table]


                                                                                  Amount & Nature             
                                                                                  of Beneficial      Percent  
Title of Class                               Name/Address of Beneficial Owner     Ownership        Outstanding

                                                                                                              
TCW Galileo Money Market Fund                Sanwa Bank California                                 6.12%      
                                             Saxon & Co. FBO PNC                                   30.69%     
TCW Galileo Core Fixed Income Fund           Cedars-Sinai Medical Center                           5.65%      
                                             Missionaries Benefit Board                            60.01%     
                                             Hilton Charitable Remainder Trust                     26.86%     
TCW Galileo High Yield Bond Fund             Genesee County Employees Retirement                   17.37%     
                                             System                                                           
                                             Maine State Retirement System                         16.45%     
                                             First Insurance Company of Hawaii                     5.70%      
TCW Galileo Total Return Mortgage-Backed     General Chemical Pension Plan                         14.93%     
  Securities Fund                                                                                             
                                             Fisher Scientific International                       13.84%     
                                             TCW Capital Investment Corporation                    11.89%     
                                             Cedars-Sinai Medical Center                           5.29%      
                                             Curtis Wright Corp. Contributory                      19.13%     
                                             Retirement Plan                                                  
TCW Galileo Mortgage-Backed Securities Fund  Sisters of Charity                                    41.51%     
                                             United Negro College Fund                             46.46%     
TCW Galileo Asia Pacific Equities Fund       TCW Profit Sharing & Savings Plan                     10.64%     
                                             Sobrato Revocable Trust                               44.71%     
                                             TCW Galileo International Equities                    17.91%     
                                             Fund                                                             
                                             Richard & Patricia Waldron                            5.48%      
                                             W.C. Edwards Trust                                    6.87%      
TCW Galileo Emerging Markets Equities Fund   Duke Endowment Trust                                  10.18%     
                                             Cravath Swaine & Moore Retirement                     11.79%     
                                             Savings Plan                                                     
                                             Salk Institute                                        7.02%      
                                             Hilton Charitable Remainder Trust                     40.79%     
TCW Galileo Emerging Markets Income Fund     Hilton Charitable Remainder Trust                     21.62%     
                                             TCW Capital Investment Corp.                          10.11%     
                                             Maine State Retirement System                         32.23%     
                                             Claremont McKenna College                             25.16%     
TCW Galileo European Equities Fund           Galileo International Equities Fund                   81.25%     
TCW Galileo International Equities Fund      The Salk Institute                                    8.88%      
                                             Duke Endowment Trust                                  57.20%     
                                             First Insurance Company of Hawaii                     14.70%     
TCW Galileo Japanese Equities Fund           Hilton Charitable Remainder Trust                     16.35%     
                                             Missionaries Benefit Board                            33.05%     
                                             Galileo International Equities Fund                   41.93%     
TCW Galileo Latin America Equities Fund      TCW Profit Sharing and Savings Plan                   14.96%     
                                             TCW Galileo International Equities                    6.08%      
                                             Fund, Inc.                                                       
                                             M.K. Douglas                                          7.80%      
                                             Missionaries Benefit Board                            53.79%     
TCW Galileo Convertible Securities Fund      Kresge Foundation                                     8.59%      
                                             Maine State Retirement System                         28.89%     
                                             Buck Foundation                                       6.00%      
                                             The Rio Hondo Foundation                              8.01%      
TCW Galileo Select Equities Fund             TCW Global Investment Trust                           5.44%      
                                             Egleston's Children's Hospital                        7.21%      
                                             The Salk Institute                                    11.17%     
                                             Duke Endowment Trust                                  28.94%     
TCW Galileo Earnings Momentum Fund           Duke Endowment Trust                                  12.73%     
                                             McCarthy Trust                                        7.38%      
                                             McCarthy Survivors Trust                              7.38%      
                                             Goldman Sachs Pension Plan                            37.55%     
TCW Galileo Enhanced 500 Fund                TCW Capital Investment Corp.                          6.56%      
                                             Brazeway Retirement Plan                              7.93%      
                                             Carpenters Health and Welfare Trust                   27.18%     
                                             The Cain Foundation                                   46.88%     
TCW Galileo Large Cap Growth Fund            Rosenblatt Trust                                      6.73%      
                                             Mead Foundation                                       63.65%     
TCW Galileo Large Cap Value Fund             Primm Family Trust                                    15.65%     
                                             Emett Trust                                           7.54%      
                                             The Salk Institute                                    35.71%     
TCW Galileo Aggressive Growth Equities Fund  Tranan Management Corp.                               6.95%      
                                             Freedom Communications                                5.41%      
                                             Duke Endowment Trust                                  14.42%     
TCW Galileo Small Cap Growth Fund            University of Tennessee                               8.54%      
                                             Fisher Scientific International                       6.26%      
                                             General Chemical Pension Plan                         6.45%      
                                             General Signal Savings Plan                           7.64%      
                                             Salem Hospital Retirement Plan                        6.24%      
TCW Galileo Value Opportunities Fund         Robson Trust                                          7.64%      
                                             William & Charlene Norred                             7.54%      
                                             Collins Management Trust                              8.33%      
                                             Mead Foundation                                       5.77%      
                                             Tranan Management Corp.                               19.24%     

         All shares  represented  by the enclosed form of proxy will be voted in
accordance  with the  instructions  indicated  on the  proxy  if it is  properly
completed,  dated, signed and returned in time to be voted at the Meeting and is
not subsequently revoked. A shareholder has the power to revoke the proxy at any
time prior to its exercise by filing an instrument revoking the proxy (addressed
to the Secretary of the Company at the principal  executive office of the Funds,
865 South  Figueroa  Street,  Suite 1800,  Los Angeles,  California  90017),  by
submitting  a proxy  bearing a later  date,  or by  attending  and voting at the
Meeting.  Execution and  submission  of a proxy does not affect a  shareholder's
right to attend the Meeting in person.                                          

         The presence at the Meeting,  in person or by proxy,  of the holders of
one-third of the shares  outstanding of the Company entitled to vote is required
to  constitute  a quorum.  With  respect to any matter which by law requires the
approval of one or more of the  individual  Funds,  the presence in person or by
proxy of one-third of the  shareholders of each affected Fund shall constitute a
quorum on matters related to that Fund.  Shares held by shareholders  present in
person or  represented by proxy at the Meeting will be counted both for purposes
of determining  the presence of a quorum and for  calculating  the votes cast on
the  issues  before the  Meeting.  Abstentions  will also be counted  for quorum
purposes.                                                                       

         Due to applicable legal  requirements  that the proposals  presented in
this Proxy  Statement be approved by specified  percentages  of the  outstanding
shares of the Company or any Fund in order to be  adopted,  an  abstention  by a
shareholder from voting on a particular  proposal,  either by proxy or in person
at the Meeting,  will have the same effect as a negative vote as to that matter.
Shares that are held by a  broker-dealer  or other fiduciary as record owner for
the account of a beneficial  owner will be counted for  purposes of  determining
the presence of a quorum and as votes on particular  proposals if the beneficial
owner has executed  and timely  delivered  the  necessary  instructions  for the
record  owner to attend the Meeting and vote the shares,  or if the record owner
has, and  exercises,  discretionary  voting power.  If the record owner does not
have discretionary voting power as to a particular proposal,  but grants a proxy
for, or votes,  the shares,  those shares will be counted  toward the quorum but
will have the effect of a negative vote as to that proposal.                    

         In the event  that a quorum is present at the  Meeting  but  sufficient
votes to approve any proposal are not received, the persons named as proxies may
propose one or more  adjournments of the Meeting to permit further  solicitation
of proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by proxy. If a quorum is
present,  the persons  named as proxies will vote those  proxies  which they are
entitled to vote FOR the proposal in favor of such an adjournment  and will vote
those  proxies  required  to be voted  AGAINST  the  proposal  against  any such
adjournment.  A shareholder vote may be taken on one or more of the proposals in
this Proxy  Statement  prior to any  adjournment  if sufficient  votes have been
received for approval.                                                          

         The following  table  describes each proposal that will be presented at
the Meeting and the Fund or Funds that will vote on them.                       

                                                        [Enlarge/Download Table]


Proposal                                                                          Who Will Vote                          

                                                                                                                         
PROPOSAL 1                                                                                                               

To Approve an Amended and Restated Investment Advisory and Management Agreement   All Funds                              
that Transfers Responsibility for Accounting and Certain Administrative Services                                         
from the Investment Adviser to the Funds                                                                                 

PROPOSAL 2                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Diversification                                                                                    

PROPOSAL 3                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Illiquidity                                                                                        

PROPOSAL 4                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Investing in Other Investment Companies                                                            

PROPOSAL 5                                                                                                               

To Approve the Elimination of the Money Market Fund's Fundamental Investment      Money Market Fund Only                 
Restriction Regarding Investing in Money Market Instruments with Maturities of                                           
One Year or Less                                                                                                         

PROPOSAL 6                                                                                                               

To Approve New Investment Objective and Strategies for the Aggressive Growth      Aggressive Growth Equities Fund Only   
Equities Fund (formerly named Mid-Cap Growth Fund)                                                                       

PROPOSAL 7                                                                                                               

To Approve the Modification of the Investment Objective of                        Core Fixed Income Fund Only            
the Core Fixed Income Fund                                                                                               

PROPOSAL 8                                                                                                               

To Approve the Modification of the Investment Objective of                        Total Return Mortgage-Backed Securities
the Total Return Mortgage-Backed Securities Fund (formerly named Long-Term        Fund Only                              
Mortgage-Backed Securities Fund)                                                                                         

PROPOSAL 9                                                                                                               

To Approve the Modification of the Investment Objective of                        Mortgage-Backed Securities Fund Only   
the Mortgage-Backed Securities Fund                                                                                      

PROPOSAL 10                                                                                                              

To Approve the Modification of the Investment Objective of                        High Yield Bond Fund Only              
the High Yield Bond Fund                                                                                                 

PROPOSAL 11                                                                                                              

To Approve the Modification of the Investment Objective of                        Select Equities Fund Only              
the Select Equities Fund (formerly named Core Equities Fund)                                                             

PROPOSAL 12                                                                                                              

To Approve the Modification of the Investment Objective of                        Earnings Momentum Fund Only            
the Earnings Momentum Fund                                                                                               

PROPOSAL 13                                                                                                              

To Approve the Modification of the Investment Objective of                        Small Cap Growth Fund Only             
the Small Cap Growth Fund                                                                                                

PROPOSAL 14                                                                                                              

To Approve the Modification of the Investment Objective of                        Value Opportunities Fund Only          
the Value Opportunities Fund                                                                                             

PROPOSAL 15                                                                                                              

To Transact Such Other Business as May Properly Come                              Such Funds as Necessary                
Before the Meeting.                                                                                                      

         Under  applicable law,  approval of Proposals 1 through 15 with respect
to a Fund  each  requires  the vote of a  "majority  of the  outstanding  voting
securities"  of a Fund,  as defined in the  Investment  Company Act of 1940,  as
amended (the "1940  Act"),  which means the vote of 67% or more of the shares of
the  Fund  present  at the  Meeting,  if the  holders  of more  than  50% of the
outstanding shares are present or represented by proxy, or the vote of more than
50% of the outstanding shares of the Fund, whichever is less.                   

PROPOSAL 1

TO APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AND MANAGEMENT AGREEMENT THAT TRANSFERS RESPONSIBILITY FOR
ACCOUNTING AND CERTAIN ADMINISTRATIVE SERVICES FROM THE 
INVESTMENT ADVISER TO THE FUNDS 
 (ALL FUNDS)

         TCW Funds Management,  Inc., a registered investment adviser, currently
serves as investment adviser to each Fund pursuant to the terms of an Investment
Advisory and  Management  Agreement.  Under the terms of the current  Investment
Advisory and  Management  Agreement  (the "Current  Agreement"),  the Adviser is
responsible  for managing the investment of each Fund's  assets,  placing orders
for the purchase and sale of portfolio  securities  directly with the issuers or
with  brokers or dealers  selected by it in its  discretion,  administering  the
day-to-day  operations  of each Fund,  furnishing  each Fund with office  space,
providing officers and employees, and paying expenses related to these services.
Currently,  the Adviser also provides the Funds with certain financial reporting
and  accounting  services  not  otherwise  provided by the Funds'  custodian  or
transfer agent, including:  maintaining the accounts,  books and other documents
which  form  the  basis  of each  Fund's  financial  statements;  preparing  the
financial statements  themselves;  and furnishing the Board periodic and special
reports as requested.                                                           

         As  discussed  in  more  detail  below,  management  of the  Funds  has
proposed,  and the Board of Directors has approved,  implementation by the Funds
of a dual class distribution system, pursuant to which each Fund would offer its
current class of shares (designated the "Institutional  Class") as well as a new
class of shares (the  "Investor  Class" or "Class A" shares).  To implement this
change, management of the Funds informed the Board that it would be necessary to
engage the services of a fund accounting  agent capable of providing  financial,
accounting,  and certain  administrative  services to a fund that issues  shares
with respect to more than one class.  Therefore,  on December  17,  1998,  after
considering  various factors,  the Board,  including a majority of the Directors
who are not parties to the  Investment  Advisory  and  Management  Agreement  or
interested  persons of any such party (the "Independent  Directors"),  approved,
subject to required  shareholder  approval,  an Amended and Restated  Investment
Advisory and Management  Agreement (the "New Agreement") between the Company and
the  Adviser  reflecting  certain  changes  described  below and  determined  to
recommend approval of the New Agreement to the shareholders of the Funds.       

         As noted further  below,  the terms and conditions of the New Agreement
are  identical  in all  material  respects  to those of the  current  Investment
Advisory and  Management  Agreement,  with the  exception  of the current  terms
obligating the Adviser to provide  accounting  services,  its effective date and
termination  dates.  Under the New Agreement,  the Funds will continue to retain
the services of all of the  Adviser's  personnel  and  employees who now provide
investment  management  and  administrative  services  to the  Funds  (with  the
exception  of  accounting  services)  and there will be no change in the current
responsibilities  of these  personnel  with  respect to the Funds.  No change is
anticipated in the investment  philosophies and practices  currently followed by
the Funds nor will any change occur in the investment  advisory fee rate paid by
the Funds.                                                                      

         Finally, the Sub-Advisory Agreements,  currently in effect with respect
to a number  of Funds,  pursuant  to which  certain  affiliates  of the  Adviser
provide specialized  investment advisory services with respect to certain of the
Funds, will be unaffected by the proposed change in the Current Agreement.      

The Current Investment Advisory and Management Agreement                        

         The  Adviser  has  served  as  investment  adviser  to each Fund of the
Company since each Fund's  commencement  of investment  operations.  The Current
Agreement,  dated  February 20,  1993,  between the Adviser and the Company with
respect to each Fund was  initially  approved by the Board on December  14, 1992
and was subsequently amended and restated by the Board on February 19, 1993. The
Agreement  was  last  continued  by  the  Board,  including  a  majority  of the
Independent  Directors,  at a meeting  held on February  18,  1998.  The Current
Agreement was approved by each Fund's initial shareholder. Information about the
Adviser, its Officers and Directors is presented in Exhibit B.                  

Investment Advisory Services                                                    

         Under the terms of the Current  Agreement,  the Adviser is  responsible
for making investment  decisions and placing orders for the purchase and sale of
each Fund's investments  directly with the issuers of such securities or brokers
or dealers selected in its discretion,  administering its day-to-day operations,
and managing the Fund's business  affairs,  subject to the review and control of
the  Board  of the  Company.  The  Adviser  is  responsible  for  obtaining  and
evaluating  economic,  statistical,  and financial data and for  formulating and
implementing  investment  programs  in  furtherance  of each  Fund's  investment
objective.   The  Adviser   also   furnishes   the  Board,   which  has  overall
responsibility for the business and affairs of the Company,  periodic reports on
the investment performance of the Funds.                                        

         The  Adviser  is  obligated  to  manage  each Fund in  accordance  with
applicable laws and regulations. The investment advisory services of the Adviser
to the Funds are not exclusive under the terms of the Agreement.  The Adviser is
free to, and does,  render investment  advisory services to others.  The Adviser
serves as an investment  adviser or  sub-adviser to the following  funds,  which
have investment objectives similar to the Funds:                                

                                                        [Enlarge/Download Table]

                                                  COMPARABLE FUNDS*                                  
                 Funds                           Assets as of 12/31/98               Advisory Fee    
                 -----                           ---------------------               ------------    

                                                                                                     
TCW/DW Latin                                            $129,349,863              0.50% of net assets
American Growth Fund                                                              up to $500 million 
(Galileo Latin America Equities Fund)                                             0.48% thereafter   

TCW/DW Mid-Cap                                          $251,641,336              0.40% of net assets
Equity Trust (Galileo Aggressive                                                                     
Growth Equities Fund)                                                                                

TCW/DW Small Cap                                        $335,419,023              0.40% of net assets
Growth Fund (Galileo Small Cap                                                                       
Equities Fund)                                                                                       

TCW/DW Emerging Markets Opportunities                    $30,271,853              0.50% of net assets
Trust (Galileo Emerging Markets                                                                      
Equities Fund)                                                                                       

Dean Witter Select                                       $13,220,573              0.50% of net assets
Dimensions Investment Series -                                                                       
Emerging Markets Portfolio (Galileo                                                                  
Emerging Markets Equities Fund)                                                                      

TCW Convertible Securities Fund, Inc.                   $393,445,316              0.75% of net assets
(Galileo Convertible Securities Fund)                                             to $100,000,000    
                                                                                  0.50% thereafter   
<FN>                                                                                                 

*For each fund, except for the TCW Convertible Securities Fund, Inc. the Adviser                     
and Dean Witter have  agreed to a division  as between  themselves  of the total                     
fees necessary for the management of the business  affairs of and the furnishing                     
of investment advice to the funds.                                                                   
</FN>                                                                                                

         The Adviser has [not] waived, reduced or otherwise agreed to reduce its
compensation under any applicable contract.                                     

         The  Current  Agreement  provides  that  neither the  Adviser,  nor any
director,  officer,  agent  or  employee  of the  Adviser,  shall be  liable  or
responsible to the Company or any of its shareholders for any error of judgment,
mistake of law or any loss arising out of any  investment,  or for any other act
or omission  in the  performance  by such person or persons of their  respective
duties,  except for liability  resulting  from willful  misfeasance,  bad faith,
gross negligence or reckless disregard of their respective duties.              

         Under  the  Current  Agreement,  each  Fund  pays  to  the  Adviser  as
compensation for services rendered,  facilities furnished,  and expenses paid, a
management  fee (the "fee").  The fee is payable for each calendar month as soon
as practicable  after the end of the month. For the purposes of calculating such
fee,  the net asset  value  for a month  shall be the  average  of the net asset
values as determined for each business day of the month.                        

         For the fiscal year ended  October 31,  1998,  the Funds paid  advisory
fees in the  percentages  and  aggregate  amounts  shown  below,  as adjusted by
reimbursements  made  by the  Adviser  pursuant  to  the  terms  of a  voluntary
agreement  by the  Adviser to limit the  expenses  of  certain  Funds to certain
levels.                                                                         

                                                                [Download Table]


                                             Annual Management  Aggregate Amount
                                                  Fee Rate           of Fee     

                                                                                
TCW Galileo Money Market Fund                      0.25%              $677,897  
TCW Galileo Core Fixed Income Fund                 0.40%              $228,699  
TCW Galileo High Yield Bond Fund                   0.75%            $1,530,298  
TCW Galileo Total Return Mortgage-Backed           0.50%              $438,514  
   Securities Fund                                                              
TCW Galileo Mortgage-Backed Securities Fund        0.50%              $250,821  
TCW Galileo Asia Pacific Equities Fund             1.00%              $112,286  
TCW Galileo Emerging Markets Equities Fund         1.00%              $326,761  
TCW Galileo Emerging Markets Income Fund           0.75%               $71,357  
TCW Galileo European Equities Fund                 0.75%              $411,507  
TCW Galileo International Equities Fund              *                          
TCW Galileo Japanese Equities Fund                 0.75%              $116,450  
TCW Galileo Latin America Equities Fund            1.00%              $312,928  
TCW Galileo Convertible Securities Fund            0.75%              $237,350  
TCW Galileo Select Equities Fund                   0.75%            $1,149,593  
TCW Galileo Earnings Momentum Fund                 1.00%              $593,211  
TCW Galileo Enhanced 500 Fund                      0.25%               $52,135  
TCW Galileo Large Cap Growth Fund                  0.55%               $17,112  
TCW Galileo Large Cap Value Fund                   0.55%               $19,054  
TCW Aggressive Growth Equities Fund                0.75%            $1,001,523  
TCW Galileo Small Cap Growth Fund                  1.00%            $1,312,833  
TCW Galileo Value Opportunities Fund               0.80%              $273,572  

<FN>                                                                            

*Does not pay an annual management fee                                          
</FN>                                                                           

         Under the Current Agreement, each Fund other than the Money Market Fund
for the last  fiscal  year  reimbursed  the  Adviser  for the cost of  providing
accounting  services to the Fund in an amount not exceeding  $35,000 (subject to
any voluntary expense limit).  The Money Market Fund also reimbursed the Adviser
for accounting services under the Current Agreement,  in an amount not exceeding
0.10% of its average daily net assets.                                          

         With respect to Convertible Securities, Enhanced 500, Large Cap Growth,
Large Cap Value, Small Cap Value, Value  Opportunities,  Money Market,  Emerging
Markets Income, European Equities, International Equities and Japanese Equities,
the  Adviser  agreed  to  reduce  its  investment  advisory  fee,  or to pay the
operating  expenses  for the Fund,  to the extent  necessary to limit the Fund's
ordinary annual operating  expenses  (including  amortization of  organizational
expenses but excluding  brokerages  fees and  commissions,  interest,  taxes and
certain extraordinary expenses) to 1.05%, 0.47%, 0.91%, 0.55% (up to $10,000,000
in net assets,  0.91% thereafter),  1.20%, 1.36%, 0.40%, 1.78%, 1.20%, 1.16% and
1.20%,  respectively,  of their  average  net value for the  fiscal  year  ended
October 31,  1998.  This led to  effective  advisory  fee rates for the Funds of
_____________.  With respect to Core Fixed Income,  the Adviser agreed to reduce
its investment advisory fee for the fiscal year ended October 31, 1998, to 0.35%
of the Fund's average daily net assets.                                         

The New Investment Advisory and Management Agreement                            

         The terms and  conditions  of the New  Agreement  are  identical in all
material respects to those of the Current  Agreement,  with the exception of the
terms  relating to the provision of  accounting  services by the Adviser and its
effective dates and termination  dates.  Under the New Agreement,  the Funds are
responsible for the cost of obtaining  necessary  accounting  services,  and the
Agreement  therefore  contains  no  provision  for  reimbursing  the Adviser for
providing these services. A form of Amended and Restated Investment Advisory and
Management  Agreement is attached as Exhibit A. If the New Agreement is approved
by the shareholders,  it will become effective upon execution and will remain in
effect,  unless earlier  terminated,  for an initial  two-year term,  subject to
annual review and continuation thereafter.                                      

         In the event that the  shareholders  of any Fund do not approve the New
Agreement,  the Current  Agreement  would  remain in effect with respect to that
Fund. The Board would then consider with the Adviser whether any such Fund would
be able to  participate  in the proposed dual class  distribution  system and on
what terms, since the Adviser would not be able to provide necessary  accounting
services  for any such Fund and they would have to be obtained  from a qualified
third party at an additional cost to that Fund.                                 

         The New Agreement provides that it will continue in effect from year to
year after its initial two-year term, subject to annual approval by the Board or
by vote of the holders of a majority of the outstanding  shares of each Fund (as
defined in the 1940 Act) and also,  in either  event,  approval by a majority of
the Independent Directors,  cast in person at the meeting called for the purpose
of voting on such  approval.  For this  purpose,  the vote of the  holders  of a
majority of the outstanding shares of a Fund means the lesser of either the vote
of (i) 67% or more of the voting  securities of the Fund present at the Meeting,
if the holders of more than 50% of the outstanding voting securities of the Fund
are present or  represented by proxy;  or (ii) more than 50% of the  outstanding
voting securities of the Fund. The New Agreement will terminate automatically in
the event of its assignment, and may be terminated with respect to a fund at any
time,  without  the  payment  of any  penalty  by a vote  of a  majority  of the
outstanding  securities (as defined in the 1940 Act) of the Fund or by a vote of
a majority of the Fund's entire Board on 60 days' written notice to the Adviser,
or by the Adviser on 60 days' written notice to the Company.                    

Fund Expenses - Comparison of Current Agreement and New Agreement               

         The  advisory  fees  under  the  Amended  and  Restated   Advisory  and
Management Agreement will not be higher than the advisory fees under the Current
Agreement.  The fees are  identical  under the New  Agreement to those under the
Current Agreement with the exception of the fact that the Adviser will no longer
provide  accounting  services  to the  Funds  and  therefore  will  not  receive
automatically  separate fees for accounting services from each Fund. Because the
Adviser will no longer provide accounting  services to the Funds, the Funds will
have to retain the services of a fund accounting agent. The total expenses borne
by each  Fund as a  result  may  increase  since  any fees  payable  to the fund
accounting  agent may be higher  than the fees the Funds paid to the Adviser for
accounting  services  under the  Current  Agreement.  The  current and pro forma
expenses  for each Fund are stated in the table below.  The figures  shown under
the pro forma  expense  column below reflect the proposed fee for the first year
under the new  arrangement  based on assets as of 10/31/98.  The actual  expense
ratios of the Funds for the  current  fiscal  year may differ  from those  shown
based on actual asset levels among other factors.                               

                                                        [Enlarge/Download Table]

                                                       TCW GALILEO MONEY MARKET FUND       

                                                 Current Expense          Pro forma Expense
                                                                                           
 Annual Fund Operating Expenses                                                            
      Management Fees                                 0.25                       0.25      
      Distribution (12b-1) Fees                       0.00                       0.00      
      Other Expenses                                  0.16                       0.11      
      Total Annual Fund Operating Expenses*           0.41                       0.36      
<FN>                                                                                           

*The  actual  operating  expenses  for the  Money  Market  Fund,  after                    
reimbursements  from the  Adviser,  were  0.40% for  fiscal  year ended                    
October 31, 1998.                                                                          
</FN>                                                                                           

                                                        [Enlarge/Download Table]

                   Expense example                                                                       

                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma

                                                                                                         
              $41.94      $36.84     $131.69     $115.71     $229.87     $202.07    $517.55     $455.59  

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

PRES14A 5th “Page” of 19 TOC 1st Previous Next ↓Bottom Just 5th
                                          TCW GALILEO CORE FIXED INCOME FUND
                                      Current Expense        Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                     0.40                     0.40   
Distribution (12b-1) Fees           0.00                     0.00   
Other Expenses                      0.22                     0.23   
Total Annual Fund Operating         0.62                     0.63   
Expenses                                                            

                                                          [Enlarge/Download Table]
                                                                                                       

                   Expense example                                                                       

                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma

                                                                                                         

              $63.36      $64.38     $198.52     $201.70     $345.78     $351.28    $774.22     $786.31  

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                        TCW GALILEO HIGH YIELD BOND FUND
                                       Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                      0.75                    0.75   
Distribution (12b-1) Fees            0.00                    0.00   
Other Expenses                       0.10                    0.13   
Total Annual Fund Operating          0.85                    0.88   
Expenses                                                            

                                                        [Enlarge/Download Table]

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $86.76      $89.81     $271.23     $280.69     $471.34     $487.62    $1,048.95   $1,084.32
<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                      TCW GALILEO TOTAL RETURN MORTGAGE-BACKED
                                     SECURITIES FUND
                                     Current Expense         Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                    0.50                      0.50   
Distribution (12b-1) Fees          0.00                      0.00   
Other Expenses                     0.20                      0.21   
Total Annual Fund Operating        0.70                      0.71   
Expenses                                                            

                                                        [Enlarge/Download Table]

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma

                                                                                                         
              $71.51      $72.52     $223.88     $227.03     $389.63     $395.08    $870.54     $882.50  

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                     TCW GALILEO MORTGAGE-BACKED SECURITIES FUND
                                       Current Expense     Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                     0.50                  0.50      
Distribution (12b-1) Fees           0.00                  0.00      
Other Expenses                      0.33                  0.32      
Total Annual Fund Operating         0.83                  0.82      
Expenses                                                            

                                                        [Enlarge/Download Table]
                   Expense example                                                                         


                    1 Year                 3 Years                5 Years                  10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma    Current     Pro Forma
                                                                                                           

              $84.73      $83.71     $264.93     $261.78     $460.48     $455.05   $  1,025.32    $1,013.50
<FN>                                                                                                       

     This example  shows what you could pay in expenses  over time.  It uses the                           
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                           
Initial  Investment,  5% total return each year and no changes in expenses.  The                           
figures  shown would be the same  whether or not you sold your shares at the end                           
of a period.  Because actual return and expenses will be different,  the example                           
is for comparison purposes only.                                                                           

</FN>                                                                                                      

                                        TCW GALILEO ASIA PACIFIC EQUITIES FUND
                                      Current Expense      Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                    1.00                   1.00      
Distribution (12b-1) Fees          0.00                   0.00      
Other Expenses                     1.48                   1.32      
Total Annual Fund Operating        2.48                   2.32      
Expenses                                                            

                                                        [Enlarge/Download Table]

          Expense example                                                                                

                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma

                                                                                                         
              $251.12     $235.11    $772.51     $724.40     $1,320.51   $1,240.26  $2,816.02   $2,655.87

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                      TCW GALILEO EMERGING MARKETS EQUITIES FUND
                                       Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                    1.00                      1.00   
Distribution (12b-1) Fees          0.00                      0.00   
Other Expenses                     0.70                      0.67   
Total Annual Fund Operating        1.70                      1.67   
Expenses                                                            

                                                        [Enlarge/Download Table]

                   Expense example                                                                       

                    1 Year                 3 Years                5 Years                10 Years        

              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma

                                                                                                         

              $172.81     $169.78    $535.72     $526.49     $922.97     $907.35    $2,008.61   $1,976.20

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                        TCW GALILEO EMERGING MARKETS INCOME FUND
                                          Current Expense    Pro forma Expense
Annual Fund Operating Expenses                                              
Management Fees                      0.75                 0.75    
Distribution (12b-1) Fees            0.00                 0.00    
Other Expenses                       0.78                 0.72    
Total Annual Fund Operating          1.53                 1.47    
Expenses                                                          

                                                        [Enlarge/Download Table]

                   Expense example                                                                       

                    1 Year                 3 Years                5 Years                10 Years        

              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $155.65     $149.59    $483.35     $464.81     $834.19     $802.67    $1,823.51   $1,757.37
<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                      TCW GALILEO EUROPEAN EQUITIES FUND
                                       Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                   0.75                    0.75      
Distribution (12b-1) Fees         0.00                    0.00      
Other Expenses                    0.31                    0.31      
Total Annual Fund Operating       1.06                    1.06      
Expenses                                                            

                                                        [Enlarge/Download Table]
                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma

                                                                                                         
              $108.09     $108.09    $337.21     $337.21     $584.74     $584.74    $1,294.11   $1,294.11

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                         TCW GALILEO INTERNATIONAL EQUITIES FUND
                                        Current Expense        Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                    0.00                      0.00   
Distribution (12b-1) Fees          0.00                      0.00   
Other Expenses                     0.17                      0.17   
Total Annual Fund Operating        0.17                      0.17   
Expenses                                                            

                                                        [Enlarge/Download Table]

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $17.41      $17.41     $54.79      $54.79      $95.88      $95.88     $217.26     $217.26  

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                        TCW GALILEO JAPANESE EQUITIES FUND
                                      Current Expense        Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                   0.75                     0.75     
Distribution (12b-1) Fees         0.00                     0.00     
Other Expenses                    0.76                     0.68     
Total Annual Fund Operating       1.51                     1.43     
Expenses*                                                           

          *The actual operating  expenses for the Japanese  Equities Fund, after
          reimbursements  from the  Adviser,  were 1.20% for  fiscal  year ended
October 31, 1998.                                           

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                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $153.63     $145.55    $477.18     $452.43     $823.70     $781.61    $1,801.52   $1,713.06

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                     TCW GALILEO LATIN AMERICA EQUITIES FUND
                                     Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                   1.00                    1.00      
Distribution (12b-1) Fees         0.00                    0.00      
Other Expenses                    0.64                    0.62      
Total Annual Fund Operating       1.64                    1.62      
Expenses                                                            

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                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $166.76     $164.74    $517.27     $511.11     $891.73     $881.29    $1,943.68   $1,921.93

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                     TCW GALILEO CONVERTIBLE SECURITIES FUND
                                      Current Expense        Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                   0.75                     0.75     
Distribution (12b-1) Fees         0.00                     0.00     
Other Expenses                    0.41                     0.37     
Total Annual Fund Operating       1.16                     1.12     
Expenses*                                                           

         *The actual  operating  expenses for the Convertible  Securities  Fund,
         after reimbursements from the Adviser, were 1.05% for fiscal year ended
October 31, 1998.                                             

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                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $107.07     $114.17    $334.07     $355.97     $579.36     $616.90    $1,282.56   $1,363.15

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                        TCW GALILEO SELECT EQUITIES FUND
                                       Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                    0.75                     0.75    
Distribution (12b-1) Fees          0.00                     0.00    
Other Expenses                     0.11                     0.13    
Total Annual Fund Operating        0.86                     0.88    
Expenses                                                            

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                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $87.78      $89.81     $274.39     $280.69     $476.77     $487.62    $1,060.76   $1,084.32

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                      TCW GALILEO EARNINGS MOMENTUM FUND
                                      Current Expense        Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                   1.00                     1.00     
Distribution (12b-1) Fees         0.00                     0.00     
Other Expenses                    0.27                     0.27     
Total Annual Fund Operating       1.27                     1.27     
Expenses                                                            

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                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $129.37     $129.37    $402.76     $402.76     $696.93     $696.93    $1,533.90   $1,533.90

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                   TCW GALILEO ENHANCED 500 FUND
                                     Current Expense         Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                  0.25                      0.25     
Distribution (12b-1) Fees        0.00                      0.00     
Other Expenses                   0.37                      0.35     
Total Annual Fund Operating      0.62                      0.60     
Expenses*                                                           

         *The  actual  operating  expenses  for the  Enhanced  500  Fund,  after
         reimbursements  from the  Adviser,  were  0.47% for  fiscal  year ended
October 31, 1998.                                             

                                                         [Enlarge/Download Table]
                                                                                                        

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $63.36      $61.32     $198.52     $192.17     $345.78     $334.80    $774.22     $750.03  

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                       TCW GALILEO LARGE CAP GROWTH FUND
                                        Current Expense        Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                    0.55                       0.55  
Distribution (12b-1) Fees          0.00                       0.00  
Other Expenses                     1.98                       1.71  
Total Annual Fund Operating        2.53                       2.26  
Expenses*                                                           

         *The actual  operating  expenses for the Large Cap Growth  Fund,  after
         reimbursements  from the  Adviser,  were  0.91% for  fiscal  year ended
October 31, 1998.                                             

                                                         [Enlarge/Download Table]
                                                                                                        

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $256.12     $229.10    $787.50     $706.29     $1,345.46   $1,210.00  $2,865.50   $2,595.11

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                      TCW GALILEO LARGE CAP VALUE FUND
                                      Current Expense        Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                   0.55                     0.55     
Distribution (12b-1) Fees         0.00                     0.00     
Other Expenses                    1.93                     1.67     
Total Annual Fund Operating       2.48                     2.22     
Expenses*                                                           

         *The actual  operating  expenses  for the Large Cap Value  Fund,  after
         reimbursements  from the  Adviser,  were  0.55% for  fiscal  year ended
October 31, 1998.                                             

                                                         [Enlarge/Download Table]
                                                                                                        

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $251.12     $225.09    $772.51     $694.20     $1,320.51   $1,189.76  $2,816.02   $2,554.37

<FN>                                                                                                     

     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                     TCW GALILEO AGGRESSIVE GROWTH EQUITIES FUND
                                         Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                     0.75                      0.75  
Distribution (12b-1) Fees           0.00                      0.00  
Other Expenses                      0.42                      0.44  
Total Annual Fund Operating         1.17                      1.19  
Expenses                                                            

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                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $119.24     $121.27    $371.60     $377.84     $643.65     $654.33    $1,420.38   $1,443.18

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                       TCW GALILEO SMALL CAP GROWTH FUND
                                       Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                    1.00                    1.00     
Distribution (12b-1) Fees          0.00                    0.00     
Other Expenses                     0.13                    0.15     
Total Annual Fund Operating        1.13                    1.15     
Expenses                                                            

                                                         [Enlarge/Download Table]
                                                                                                        

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $115.19     $117.21    $359.10     $365.35     $622.26     $632.96    $1,374.63   $1,397.51

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

                                      TCW GALILEO VALUE OPPORTUNITIES FUND
                                     Current Expense       Pro forma Expense
Annual Fund Operating Expenses                                                
Management Fees                   0.80                    0.80      
Distribution (12b-1) Fees         0.00                    0.00      
Other Expenses                    0.36                    0.34      
Total Annual Fund Operating       1.16                    1.14      
Expenses                                                            

                                                         [Enlarge/Download Table]
                                                                                                        

                   Expense example                                                                       


                    1 Year                 3 Years                5 Years                10 Years        
              Current     Pro Forma  Current     Pro Forma   Current     Pro Forma  Current     Pro Forma
                                                                                                         

              $118.23     $116.20    $368.48     $362.23     $638.32     $627.62    $1,408.97   $1,386.10

<FN>                                                                                                     
     This example  shows what you could pay in expenses  over time.  It uses the                         
same  hypothetical  conditions  other funds use in their  prospectuses:  $10,000                         
Initial  Investment,  5% total return each year and no changes in expenses.  The                         
figures  shown would be the same  whether or not you sold your shares at the end                         
of a period.  Because actual return and expenses will be different,  the example                         
is for comparison purposes only.                                                                         
</FN>                                                                                                    

Information About the Investment Adviser and Principal Underwriter              

         The Adviser is a registered  investment  adviser  under the  Investment
Advisers Act of 1940 ("Advisers Act") and is headquartered at 865 South Figueroa
Street, Suite 1800, Los Angeles,  California 90017. The Adviser was organized in
1987  as a  wholly-owned  subsidiary  of  The  TCW  Group,  Inc.  (formerly  TCW
Management Company), whose subsidiaries, including Trust Company of the West and
TCW Asset Management Company ("TAMCO"),  provide a variety of trust,  investment
management and investment  advisory services.  As of March 31, 1998, the Adviser
and its affiliated  companies had over $50 billion under management or committed
for management.                                                                 

         TCW Brokerage Services,  Inc. (the "Distributor") of 865 South Figueroa
Street,  Suite 1800,  Los Angeles,  California  90017,  serves as the  Company's
principal  underwriter  pursuant to a  distribution  agreement with the Company.
There is no compensation payable under the current distribution agreement to the
Distributor,  although the Distributor would be entitled to receive compensation
with respect to the Investor Class shares of each Fund, as described  below,  if
the proposed dual class distribution system is implemented.                     

The Evaluation by the Board of Directors                                        

         At meetings held on December 14 and 17, 1998, the Board of Directors of
the  Company  considered  a  proposal  by  management  to  adopt  a  dual  class
distribution  system on behalf of the Funds.  Under this  proposal,  the current
class of shares of each Fund would become the  "Institutional  Class," and a new
class of shares (the  "Investor  Class"  shares) would be created and offered to
prospective  investors  with respect to each Fund. The new class of shares would
differ  from  the  existing  class  principally  in  that  it  would  pay to the
Distributor  an ongoing  service  fee equal on an annual  basis to 0.25% of each
Fund's total net assets  attributable  to that class.  Revenues from the service
fee  would  in  turn  be  used  by the  Distributor  principally  to  compensate
third-party financial  intermediaries who agree to provide specified services to
Investor Class  shareholders.  Current  shareholders of the Funds,  whose shares
would be designated  Institutional  Class  shares,  would pay no portion of this
service fee. The Distributor informed the Board that dual class (or multi-class)
shareholder  distribution and service  arrangements were becoming more prevalent
in the mutual fund industry and that,  in  particular  if the Company  wishes to
participate in the defined contribution plan (401(k) plan) marketplace, it would
be necessary to create a new class of shares with the features described.       

         In connection  with the  presentation of its proposal the Adviser noted
that  implementation  of a dual class  distribution  system for the Funds  would
involve additional accounting and financial reporting  complexities and that the
Adviser did not have the internal  capabilities  to provide such services to the
Funds.   Therefore,   management  proposed  that  the  Funds  contract  with  an
independent  party to  provide  accounting  services  for the Funds and that the
Adviser no longer provide this service as part of its responsibilities under the
Current  Agreement.  Management  noted that,  under the Current  Agreement,  the
Adviser provides necessary  accounting services to the Company for an annual fee
of $35,000  per Fund  (except  for the TCW  Galileo  Money  Market  Fund,  which
reimburses  the  Adviser  for  accounting  services  provided  in an amount  not
exceeding 0.10% of its average daily net assets).  The proposed amendment to the
Current  Agreement  will  therefore  have the net impact of reducing  the direct
compensation  payable to the Adviser under the  Agreement,  but will at the same
time relieve the Adviser of the burden of providing  accounting  services to the
Company  and may  result  in an  increase  in the  total  expenses  borne by the
Company. Management of the Company provided information about the impact of this
proposed  change on the expense  ratios of the Company's  Funds at various asset
levels.  Management  noted that,  in its view,  the proposed  amendments  to the
Agreement  were  necessary  to  address  the  increased  complexity  and cost of
providing  accounting  services to the Company in connection with the conversion
to a dual class  distribution  system,  as well as to address  the fact that the
flat fee paid by the Company to the Adviser  under the Current  Agreement is not
sufficient to compensate  the Adviser for the cost of providing  such  services.
Management  expressed  its view that it is more  appropriate  for the Company to
bear the actual cost of procuring its necessary  accounting services rather than
have the provision of accounting  services be subsidized to a significant extent
by the Adviser. Management noted that most all mutual funds bear their own costs
and expenses of necessary accounting services directly, without participation or
subsidization by the fund's adviser.                                            

         In reviewing and reaching a decision concerning  management's proposal,
the Directors,  including the Independent Directors, were advised by independent
counsel.   The  Directors  considered  the  proposal  from  Management  and  the
supporting  expense  ratio  projections,  as well as the  general  impact of the
proposed changes on current shareholders. The Directors considered the merits of
the  proposed  dual  class   distribution   system  and  the   likelihood   that
implementation  of such a  system  for the  Funds  would  enable  the  Funds  to
participate in more distribution  channels and attract new investor assets.  The
Directors  noted that an increase in Fund assets  could result in an increase in
total  compensation  from the Funds to the  Adviser,  although  the  Distributor
reported to the Board that it was likely that,  under  distribution  and service
arrangements  entered  into for  Investor  Class  chares,  the Adviser  would be
obligated to supplement payments to financial  intermediaries providing services
to  Investor  Class  shareholders  from its own  resources,  including  from its
profits from serving as investment  adviser to the Funds. The Directors  further
noted that an increase  in Fund assets  could  produce  benefits  for the Funds,
including  for their  current  shareholders,  in the form of the ability to take
advantage of additional investment opportunities, to realize savings on security
transaction  costs,  and to reduce  per share  operating  expenses  through  the
realization of economies of scale.                                              

         In  considering  the  benefits of  outsourcing  accounting  and certain
administrative  services,  as is  contemplated  under  the  New  Agreement,  the
Directors noted that the Funds would benefit in a number of ways.  Under the new
arrangement, net asset value for each Fund would be reported on a daily basis to
the media. This would inform,  and potentially  encourage,  new investors to the
Funds.  In addition,  the new  arrangement  provides  for an expansive  disaster
recovery  system,  critical  to securing  financial  information.  The  proposed
accounting  service provider has a more  sophisticated  recovery system than the
Adviser currently enjoys.  Because the proposed accounting service provider does
similar work for a  significant  number of other funds,  the Funds would benefit
from the "best practices of the industry." Finally, the Funds would benefit from
third party review of daily financial transactions in outsourcing accounting and
certain administrative services.                                                

         After  careful  review and  consideration  of these and other  relevant
factors,  including  applicable legal standards for their review, the Directors,
including  the  Independent  Directors,   unanimously  concluded  that  the  New
Agreement was in the best interests of the Company's  shareholders  and voted to
submit it to shareholders for their approval.                                   

Directors' Recommendation and Vote Required for Approval                        

         Approval of the Amended and Restated Investment Advisory and Management
Agreement  with respect to a Fund  requires the approval of the lesser of either
(i) 67% or more of the voting securities of the Fund present at the Meeting,  if
the holders of more than 50% of the  outstanding  voting  securities of the Fund
are present or  represented by proxy;  or (ii) more than 50% of the  outstanding
voting securities of the Fund.                                                  

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  VOTE "FOR"  PROPOSAL 1, AND ANY UNMARKED  PROXIES WILL BE SO
VOTED                                                                           

PROPOSAL 2

TO APPROVE THE ELIMINATION OF THE MONEY MARKET FUND'S 
FUNDAMENTAL INVESTMENT RESTRICTION REGARDING DIVERSIFICATION
(MONEY MARKET FUND ONLY)

         The Board of  Directors  will submit at the  Meeting,  for  approval of
shareholders,   a  proposal  to  eliminate  the  Fund's  fundamental  investment
restriction on diversification.                                                 

         The  Fund's  current  fundamental   investment   restriction  regarding
portfolio  diversification  currently provides, in relevant part, that the Money
Market Fund will not:                                                           

         purchase  the  securities  of any issuer  (other  than U.S.  Government
         Securities)  if as a result  more  than 5% of the  value of the  Fund's
         total assets would be invested in the securities of the issuer (the "5%
         Limitation").  The Fund will not  purchase  more than 10% of the voting
         securities of any one issuer (the "10% Limitation"),  except that up to
         25% of the value of the Fund's assets may be invested without regard to
the 10% Limitation.                                           

         The Money Market Fund qualifies  currently,  and intends to continue to
qualify,  as a money market fund under Rule 2a-7 under the 1940 Act.  That rules
imposes numerous conditions on funds operating as money market funds,  including
diversification  requirements.  The  Adviser  believes  that the Fund's  current
fundamental investment restriction regarding  diversification,  described above,
is largely  redundant and therefore has recommended to the Board that the Fund's
separate policy on diversification be withdrawn.  The Board therefore recommends
that shareholders vote to eliminate this investment restriction.                

         Investment  restrictions  designated  as  fundamental  policies  may be
changed only by a shareholder  vote of a majority of the  outstanding  shares of
the affected  Fund.  Fundamental  restrictions  have been adopted in the past to
reflect  certain  regulatory,  business or industry  conditions in effect at the
time.  With  time,  they need to be  revisited  and,  if  necessary,  changed or
eliminated.  In the opinion of the Adviser,  the Fund's  fundamental  investment
restriction  as to  diversification  is not necessary.  The  elimination of this
restriction  would give the Fund the  flexibility to respond to changing  market
conditions within the applicable regulatory framework.                          

Board of Directors Recommendation and Vote Required for Approval                

         Approval for the  elimination of the investment  restriction  described
above with respect to the Fund requires the approval of the lesser of (i) 67% or
more of the voting  securities  of the Money Market Fund present at the Meeting,
if the  holders of more than 50% of the  outstanding  voting  securities  of the
Money Market Fund are present or represented by proxy;  or (ii) more than 50% of
the outstanding voting securities of the Money Market Fund.                     

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  VOTE "FOR"  PROPOSAL 2, AND ANY UNMARKED  PROXIES WILL BE SO
VOTED.                                                                          

PROPOSAL 3

 TO APPROVE THE ELIMINATION OF THE MONEY MARKET FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION REGARDING ILLIQUIDITY
(MONEY MARKET FUND ONLY)

         The Board of  Directors  will submit at the  Meeting,  for  approval of
shareholders,  a proposal  to  eliminate  the Money  Market  Fund's  fundamental
investment restriction on the liquidity of portfolio securities.                

         The  Fund's  current  fundamental   investment   restriction  regarding
illiquid securities provides, in relevant part, that the Fund will not:         

         purchase  illiquid  securities or other securities that are not readily
         marketable  if more  than 10% of the net  assets  of the Fund  would be
         invested in such securities,  which include: (a) repurchase  agreements
         with  maturities  greater than seven calendar days; (b) to the extent a
         liquid  secondary  market does not exist for the  instruments,  futures
         contracts  and  options  thereon;  (c)  over-the-counter  options;  (d)
         variable  rate  demand  notes  with a demand  period of more than seven
         days; and (e) foreign securities not traded on a recognized domestic or
         foreign exchange or developed  over-the-counter market, to the extent a
liquid secondary market does not exist for such instruments.  

         As noted under Proposal 2, the Fund is subject to the  requirements  of
Rule  2a-7  under the 1940  Act.  These  rules  include  requirements  as to the
liquidity  of  portfolio  securities  that may be held by the Fund.  The Adviser
believes that, in light of the  applicability  of these rules to the Fund, it is
not necessary for the Fund to have a separate standard regarding liquidity.  The
Board therefore  recommends that  shareholders vote to eliminate this investment
restriction.                                                                    

         Investment  restrictions  designated  as  fundamental  policies  may be
changed only by a shareholder  vote of a majority of the  outstanding  shares of
the affected  Fund.  Fundamental  restrictions  have been adopted in the past to
reflect  certain  regulatory,  business or industry  conditions in effect at the
time. In the opinion of the Adviser,  the Fund's  fundamental  investment policy
and  restriction  as to  liquidity is not  necessary.  The  elimination  of this
restriction  would  give the Fund the  flexibility  to  respond  to  changes  in
applicable rules.                                                               

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the  elimination of the investment  restriction  described
above  requires  the  approval  of the  lesser of (i) 67% or more of the  voting
securities  of the Money Market Fund  present at the Meeting,  if the holders of
more than 50% of the outstanding  voting securities of the Money Market Fund are
present or represented by proxy; or (ii) more than 50% of the outstanding voting
securities of the Money Market Fund.                                            

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  VOTE "FOR"  PROPOSAL 3, AND ANY UNMARKED  PROXIES WILL BE SO
VOTED.                                                                          

PROPOSAL 4

 TO APPROVE THE ELIMINATION OF THE MONEY MARKET FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING IN 
OTHER INVESTMENT COMPANIES
(MONEY MARKET FUND ONLY)

         The Board of  Directors  will submit at the  Meeting,  for  approval of
shareholders  of the Fund,  a  proposal  to  eliminate  the  Fund's  fundamental
restriction regarding investing in other investment companies.                  

         The current  fundamental  investment  restriction  of the provides,  in
relevant part, that the Fund may not:                                           

         purchase securities of other investment  companies if immediately after
         such  purchase  the  Fund  will  own  (a)  more  than  3% of the  total
         outstanding voting stock of the acquired company, (b) securities issued
         by the acquired  company  having an aggregate  value in excess of 5% of
         the value of the total assets of the Fund, or (c) securities  issued by
         all investment  companies having an aggregate value in excess of 10% of
         the  value of the  total  assets  of the  Fund,  except  to the  extent
         permitted  by the  Investment  Company  Act of 1940 and any  applicable
rules or exemptive orders issued thereunder.                  

         This restriction  incorporates  the substance of certain  provisions of
the 1940 Act that  restrict the ability of  registered  investment  companies to
acquire the securities of other investment companies.  The Adviser believes that
it  is  not  necessary  to  have  these  rules   reflected  in  Fund  investment
restrictions,  as  they  are  otherwise  applicable  to  the  Fund.  The  Board,
therefore,  proposes to eliminate this  restriction  and thus permit the Fund to
invest  in  other  investment   companies   subject  only  to  applicable  legal
restrictions.                                                                   

         Investment  restrictions  designated  as  fundamental  policies  may be
changed only by a shareholder  vote of a majority of the  outstanding  shares of
the affected  Fund.  Fundamental  restrictions  have been adopted in the past to
reflect  certain  regulatory,  business or industry  conditions in effect at the
time. This current restriction  repeats a provision of law otherwise  applicable
to the Fund.  It is not  required to be a  fundamental  policy of the Fund.  The
elimination of this restriction  would align the Fund to the current  regulatory
and competitive environment.                                                    

         The proposed  elimination of this restriction is not expected to affect
negatively the way the Fund is managed,  the investment  performance of the Fund
or the securities or instruments in which the Fund invests.                     

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the  elimination of the investment  restriction  described
above  requires  the  approval  of the  lesser of (i) 67% or more of the  voting
securities  of the Money Market Fund  present at the Meeting,  if the holders of
more than 50% of the outstanding  voting securities of the Money Market Fund are
present or represented by proxy; or (ii) more than 50% of the outstanding voting
securities of that Fund.                                                        

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  OF THE MONEY  MARKET  FUND VOTE  "FOR"  PROPOSAL  4, AND ANY
UNMARKED PROXIES WILL BE SO VOTED.                                              

PROPOSAL 5

 TO APPROVE THE ELIMINATION OF THE MONEY MARKET FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING IN 
MONEY MARKET INSTRUMENTS WITH MATURITIES OF ONE YEAR OR LESS
(MONEY MARKET FUND ONLY)

         The Board of  Directors  will submit at the  Meeting,  for  approval of
shareholders  of the Fund,  a  proposal  to  eliminate  the  Fund's  fundamental
restriction  regarding  investing in money market investments with maturities of
one year or less.                                                               

         The current  investment  restriction  of the Money Market Fund provides
that the Money Market Fund may not:                                             

         purchase any security  that matures more than one year from the date of
         purchase or which has an implied  maturity  of more than one year.  For
         the  purposes  of  satisfying  this  requirement,  the  maturity  of  a
         portfolio  instrument  shall be deemed to be the period remaining until
         the date noted on the face of the  instrument  as the date on which the
         principal  amount must be paid, or in the case of an instrument  called
         for redemption,  the date on which the redemption payment must be made,
except that:                                                  

                  a.       An  instrument  that is issued or  guaranteed  by the
                           United States  Government or any agency thereof which
                           has a variable  rate of interest  readjusted  no less
                           frequently  than  every  762 days  shall be deemed to
                           have a maturity equal to the period  remaining  until
                 the next readjustment of the interest rate.

                  b.       A variable rate instrument not subject to an interest
                           rate cap, the principal  amount of which is scheduled
                           on the  face  of the  instrument  to be  paid  in 397
                           calendar  days  or less  shall  be  deemed  to have a
                           maturity equal to the period remaining until the next
        readjustment of the interest rate.

                  c.       A  variable  rate  instrument  that is  subject  to a
                           demand  feature  shall be deemed  to have a  maturity
                           equal to the longer of the period remaining until the
                           next  readjustment of the interest rate or the period
                           remaining until the principal amount can be recovered
through demand.           

                  d.       A  floating  rate  instrument  that is  subject  to a
                           demand  feature  shall be deemed  to have a  maturity
                           equal to the  period  remaining  until the  principal
             amount can be recovered through demand.

                  e.       A  repurchase  agreement  shall be  deemed  to have a
                           maturity equal to the period remaining until the date
                           on which the repurchase of the underlying  securities
                           is scheduled to occur, or where no date is specified,
                           but the  agreement  is subject to demand,  the notice
                           period  applicable to a demand for the  repurchase of
the securities.           

                  f.       A  portfolio  lending  agreement  shall be treated as
                           having a maturity equal to the period remaining until
                           the date on which the loaned securities are scheduled
                           to be returned,  or where no date is  specified,  but
                           the agreement is subject to demand, the notice period
                           applicable  to a demand  for the return of the loaned
                           securities.  Portfolio  securities  may be  loaned if
                           collateral  values are continuously  maintained at no
                           less than 100% by  "marking to market"  daily.  Money
                           Market  currently  has no  intention  of  engaging in
   lending portfolio securities.

         The Board, subject to shareholder approval,  proposes to eliminate this
restriction  and thus  permit the Fund to invest in  securities  with  remaining
maturities  of 397 days or less--the  limit  imposed by Rule 2a-7 under the 1940
Act. The Board  believes  that  extending  the maturity  limit by one month will
permit the Money Market Fund to purchase  higher yielding  securities,  increase
the return to  shareholders,  and align itself with changes imposed by Rule 2a-7
of the 1940 Act.                                                                

         Investment  restrictions  designated  as  fundamental  policies  may be
changed only by a shareholder  vote of a majority of the  outstanding  shares of
the affected  Fund.  Fundamental  restrictions  have been adopted in the past to
reflect  certain  regulatory,  business or industry  conditions in effect at the
time. However,  the restriction on maturity of securities of one year or less is
no longer  required to be fundamental  under  applicable law. The elimination of
this restriction would align the Fund to the current  regulatory and competitive
environment.                                                                    

         The proposed  elimination of this restriction is not expected to affect
negatively the way the Fund is managed,  the investment  performance of the Fund
or the securities or instruments in which the Fund invests.                     

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the  elimination of the investment  restriction  described
above  requires  the  approval  of the  lesser of (i) 67% or more of the  voting
securities  of the Money Market Fund  present at the Meeting,  if the holders of
more than 50% of the outstanding  voting securities of the Money Market Fund are
present or represented by proxy; or (ii) more than 50% of the outstanding voting
securities of that Fund.                                                        

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  OF THE MONEY  MARKET  FUND VOTE  "FOR"  PROPOSAL  5, AND ANY
UNMARKED PROXIES WILL BE SO VOTED.                                              

PROPOSAL 6

TO APPROVE NEW INVESTMENT OBJECTIVE AND STRATEGIES FOR THE
AGGRESSIVE GROWTH EQUITIES FUND 
(AGGRESSIVE GROWTH EQUITIES FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a proposal to approve new
investment objectives and strategies for the Fund.                              

         The investment  objective and strategies of the Fund, formerly known as
Mid-Cap Growth Fund, currently read as follows:                                 

         TCW  Mid-Cap  Growth  Fund  seeks  long-term  capital  appreciation  by
         investing at least 65% of total assets  under normal  circumstances  in
         publicly-traded  equity securities issued by medium-sized  companies as
         defined  by S&P in its  original  index  screening.  The  Adviser  will
         generally focus on those companies whose market capitalizations, at the
         time of  acquisition,  are in the $300 million to $5 billion  range and
         that, in the opinion of the Adviser,  exhibit superior  earnings growth
         prospects and attractive stock market valuations. The equity securities
         in which Mid-Cap Growth may invest  include common and preferred  stock
and convertible securities.                                   

The Proposed Investment Objective and Strategies                                

       The proposed investment objective and strategy would read as follows:

                  The Fund seeks long-term capital appreciation.  To pursue this
                  goal,  the Fund invests in the equity  securities of companies
                  that  appear  to  offer  superior  growth   prospects.   These
                  securities  include common and preferred stock and convertible
                  securities.  In managing the Fund's  investments,  the Adviser
                  will  focus  on   emerging   companies   that   exhibit   this
characteristic.                             

         The  Board  recommends  that  shareholders  vote  to  approve  the  new
investment  objective and strategies of the Fund so that the Fund will no longer
be  required  to  invest  at  least  65% of  its  assets  in  mid-capitalization
companies.  Although  the Fund  will  continue  to  focus on  mid-capitalization
companies, eliminating the 65% investment requirement will enable the Adviser to
invest a  greater  percentage  of the  Fund's  assets  in  issuers  outside  the
mid-capitalization  range  when  the  Adviser  deems  it  appropriate  to do so,
according to the Adviser's investment criteria.                                 

         Although the percentage of  mid-capitalization  securities in which the
Fund may  invest may  shift,  the  proposed  elimination  of the 65%  investment
requirement  is not expected to affect  materially  the way the Fund is managed,
the investment performance of the Fund or the securities or instruments in which
the Fund invests.                                                               

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the new  investment  objective  and  strategies  described
above  requires  the  approval  of the  lesser of (i) 67% or more of the  voting
securities of the Aggressive Growth Equities Fund present at the Meeting, if the
holders of more than 50% of the outstanding  voting securities of the Aggressive
Growth  Equities Fund are present or represented by proxy; or (ii) more than 50%
of the outstanding voting securities of that Fund.                              

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS OF THE AGGRESSIVE GROWTH EQUITIES FUND VOTE "FOR" PROPOSAL 6,
AND ANY UNMARKED PROXIES WILL BE SO VOTED.                                      

PROPOSAL 7

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE CORE FIXED INCOME FUND
 (CORE FIXED INCOME FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The investment objective of the Core Fixed Income Fund currently states
that the Fund "seeks to provide above-average total return."                    

         As amended,  the  investment  objective  of the Core Fixed  Income Fund
would state that the Fund "seeks to provide  maximum  current income and achieve
above average total return consistent with prudent investment  management over a
full market cycle."                                                             

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among similar funds.                                      

Board of Directors' Recommendation and Vote Required for Approval               

         Adoption  of  the  change  in the  investment  objective  requires  the
approval of the lesser of (i) 67% or more of the voting  securities  of the Core
Fixed Income Fund present at the Meeting, if the holders of more than 50% of the
outstanding  voting  securities of the Fund are present or represented by proxy;
or (ii) more than 50% of the  outstanding  voting  securities  of the Core Fixed
Income Fund.                                                                    

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  OF THE CORE FIXED INCOME FUND VOTE "FOR" PROPOSAL 7, AND ANY
UNMARKED PROXIES WILL BE SO VOTED.                                              

PROPOSAL 8

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE TOTAL RETURN MORTGAGE-BACKED SECURITIES FUND
 (TOTAL RETURN MORTGAGE-BACKED SECURITIES FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The investment objective of the Total Return Mortgage-Backed Securities
Fund (formerly named the Long-Term  Mortgage-Backed  Securities Fund), currently
states that the Fund "seeks current income and capital appreciation."           

         As   amended,   the   investment   objective   of  the   Total   Return
Mortgage-Backed  Securities  Fund,  would state that the Fund "seeks to maximize
current  income and achieve above average total return  consistent  with prudent
investment management over a full market cycle."                                

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among [similar] funds.                                    

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the change in the  investment  objective  described  above
requires the approval of the lesser of (i) 67% or more of the voting  securities
of the Total Return  Mortgage-Backed  Securities Fund present at the Meeting, if
the holders of more than 50% of the  outstanding  voting  securities of the Fund
are present or  represented by proxy;  or (ii) more than 50% of the  outstanding
voting securities of the Total Return Mortgage-Backed Securities Fund.          

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS OF THE TOTAL RETURN MORTGAGE-BACKED SECURITIES FUND VOTE "FOR"
PROPOSAL 8, AND ANY UNMARKED PROXIES WILL BE SO VOTED.                          

PROPOSAL 9

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE MORTGAGE-BACKED SECURITIES FUND 
(MORTGAGE-BACKED SECURITIES FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The  investment  objective  of  the  Mortgage-Backed  Securities  Fund,
currently states that the Fund "seeks current income and capital appreciation." 

         As amended, the investment objective of the Mortgage-Backed  Securities
Fund, would provide that the Fund "seeks to maximize current income."           

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among similar funds.                                      

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the change in the  investment  objective  described  above
requires the approval of the lesser of (i) 67% or more of the voting  securities
of the Mortgage-Backed Securities Fund present at the Meeting, if the holders of
more than 50% of the  outstanding  voting  securities of the Fund are present or
represented by proxy; or (ii) more than 50% of the outstanding voting securities
of the Mortgage-Backed Securities Fund.                                         

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS OF THE MORTGAGE-BACKED  SECURITIES FUND VOTE "FOR" PROPOSAL 9,
AND ANY UNMARKED PROXIES WILL BE SO VOTED.                                      

 PROPOSAL 10

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE HIGH YIELD BOND FUND
 (HIGH YIELD BOND FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The investment  objective of the High Yield Bond Fund, currently states
that the Fund "seeks to provide high current income  consistent  with reasonable
risk."                                                                          

         As amended, the investment objective of the High Yield Bond Fund, would
state that the Fund "seeks to maximize  income and achieve  above  average total
return consistent with reasonable risk over a full market cycle."               

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among similar funds.                                      

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the change in the  investment  objective  described  above
requires the approval of the lesser of (i) 67% or more of the voting  securities
of the High Yield Bond Fund present at the Meeting,  if the holders of more than
50% of the outstanding voting securities of the High Yield Bond Fund are present
or  represented  by  proxy;  or (ii)  more  than 50% of the  outstanding  voting
securities of that Fund.                                                        

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  OF THE HIGH YIELD BOND FUND VOTE "FOR"  PROPOSAL 10, AND ANY
UNMARKED PROXIES WILL BE SO VOTED.                                              

 PROPOSAL 11

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE SELECT EQUITIES FUND
 (SELECT EQUITIES FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The investment objective of the Select Equities Fund, formerly known as
the Core Equities Fund,  currently  states that the Fund "seeks  preservation of
capital and the best  possible  return,  consistent  with a reasonable  level of
risk."                                                                          

         As amended, the investment objective of the Select Equities Fund, would
state that the Fund "seeks long-term capital appreciation."                     

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among similar funds.                                      

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the change in the  investment  objective  described  above
requires the approval of the lesser of (i) 67% or more of the voting  securities
of the Select Equities Fund present at the Meeting,  if the holders of more than
50% of the outstanding voting securities of the Select Equities Fund are present
or  represented  by  proxy;  or (ii)  more  than 50% of the  outstanding  voting
securities of that Fund.                                                        

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  OF THE SELECT  EQUITIES FUND VOTE "FOR" PROPOSAL 11, AND ANY
UNMARKED PROXIES WILL BE SO VOTED.                                              

 PROPOSAL 12

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE EARNINGS MOMENTUM FUND
 (EARNINGS MOMENTUM FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The  investment  objective of the  Earnings  Momentum  Fund,  currently
states that the Fund "seeks capital appreciation and total return."             

         As amended,  the  investment  objective of the Earnings  Momentum Fund,
would state that the Fund "seeks long-term capital appreciation."               

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among similar funds.                                      

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the change in the  investment  objective  described  above
requires the approval of the lesser of (i) 67% or more of the voting  securities
of the Earnings  Momentum  Fund  present at the Meeting,  if the holders of more
than  50% of the  outstanding  voting  securities  of the Fund  are  present  or
represented by proxy; or (ii) more than 50% of the outstanding voting securities
of the Earnings Momentum Fund present.                                          

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS OF THE EARNINGS MOMENTUM FUND VOTE "FOR" PROPOSAL 12, AND ANY
UNMARKED PROXIES WILL BE SO VOTED.                                              

 PROPOSAL 13

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE SMALL CAP GROWTH FUND 
(SMALL CAP GROWTH FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The investment objective of the Small Cap Growth Fund, currently states
that the Fund "seek capital appreciation."                                      

         As amended,  the  investment  objective  of the Small Cap Growth  Fund,
would state that the Fund "seeks long- term capital appreciation."              

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among similar funds.                                      

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the change in the  investment  objective  described  above
requires the approval of the lesser of (i) 67% or more of the voting  securities
of the Small Cap Growth Fund present at the Meeting, if the holders of more than
50% of the  outstanding  voting  securities  of the  Small Cap  Growth  Fund are
present or represented by proxy; or (ii) more than 50% of the outstanding voting
securities of that Fund.                                                        

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS  OF THE SMALL CAP GROWTH FUND VOTE "FOR" PROPOSAL 13, AND ANY
UNMARKED PROXIES WILL BE SO VOTED.                                              

 PROPOSAL 14

TO APPROVE THE MODIFICATION OF THE INVESTMENT OBJECTIVE OF
THE VALUE OPPORTUNITIES FUND
 (VALUE OPPORTUNITIES FUND ONLY)

         The Board of Directors will submit at the Meeting,  for approval by the
shareholders  having a voting  interest  in the Fund,  a  proposal  to amend the
investment objective of the Fund.                                               

         The investment  objective of the Value  Opportunities Fund, states that
the Fund "seeks capital appreciation."                                          

         As amended,  the investment  objective of the Value Opportunities Fund,
would state that the Fund "seeks long-term capital appreciation."               

         The proposed  modification  of the investment  objective of the Fund is
intended  to  better  reflect  the  Fund's  investment  policy  and to make  the
objectives consistent among similar funds.                                      

Board of Directors' Recommendation and Vote Required for Approval               

         Approval for the change in the  investment  objective  described  above
requires the approval of the lesser of (i) 67% or more of the voting  securities
of the Value  Opportunities Fund present at the Meeting,  if the holders of more
than 50% of the outstanding  voting securities of the Value  Opportunities  Fund
are present or  represented by proxy;  or (ii) more than 50% of the  outstanding
voting securities of that Fund.                                                 

         THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT  SHAREHOLDERS OF THE VALUE  OPPORTUNITIES  FUND VOTE "FOR" PROPOSAL 14, AND
ANY UNMARKED PROXIES WILL BE SO VOTED.                                          

 PROPOSAL 15

TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING
 (SUCH FUNDS AS NECESSARY)

         The Board of Directors 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.                                                                   

Security Ownership and Interest of Management                                   

         A board of five  directors is  responsible  for  overseeing  the Funds'
affairs. The following  individuals currently serve as directors and officers of
the Company:  Marc I. Stern,  Director  and  Chairman;  Thomas E.  Larkin,  Jr.,
Director and President;  John C. Argue, Director;  Norman Barker, Jr., Director;
Richard W. Call, Director; Alvin R. Albe, Jr., Senior Vice President; Michael E.
Cahill, Senior Vice President,  General Counsel and Assistant Secretary; Jeffrey
Peterson, Senior Vice President; Philip K. Holl, Secretary; and Peter C. DiBona,
Treasurer.  Mr.  Stern and Mr.  Larkin,  in addition to being  directors  of the
Company,  also hold senior positions with the Adviser.  Mr. Albe and Mr. Cahill,
in addition to being  officers of the Company,  also hold senior  positions with
the Adviser.  None of the other directors or officers of the Fund is an officer,
employee,  director,  general partner or shareholder of the investment  adviser.
The amount and nature of beneficial  ownership and percent outstanding of shares
of the Funds held by the  Directors  and  Officers of the Company as of December
31, 1998, are stated below:                                                     

         The Officers and Directors of the Fund, together,  owned less than [1%]
of the Fund's outstanding shares on the record date.                            

 SUBMISSION OF SHAREHOLDER PROPOSALS

         The Company does not hold annual shareholders'  meetings.  Shareholders
wishing to submit proposals for consideration for inclusion in a proxy statement
for a subsequent shareholders' meeting of the Company (if any) should send their
written  proposals  to the  Secretary of the Company at the address set forth on
the cover of this Proxy Statement.                                              

 ADJOURNMENT

         In the event that sufficient  votes in favor of the proposals set forth
in this  Notice of Meeting  and Proxy  Statement  are not  received  by the time
scheduled  for the  Meeting,  the persons  named as proxies may move one or more
adjournments  of the  Meeting for a period or periods of not more than [30] days
in the aggregate to permit further  solicitation  of proxies with respect to any
such proposals.  Any such  adjournment  will require the  affirmative  vote of a
majority of the shares present at the Meeting. The persons named as proxies will
vote in favor of such  adjournment  those shares which they are entitled to vote
in favor of such proposals.  They will vote against any such  adjournment  those
proxies which have voted against any of such proposals.                         

                              By Order of the Board of Directors

                         -----------------------------
     Secretary

_______________, 1999                                                           

PRES14A 6th “Page” of 19 TOC 1st Previous Next ↓Bottom Just 6th
                                                                       EXHIBIT A

FORM OF AMENDED AND RESTATED
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

         THIS  AGREEMENT  (this  "Agreement")  is  made  as of the  ____  day of
_______,  1998 by and between TCW GALILEO  FUNDS,  INC., a Maryland  corporation
(the "Company"),  and TCW FUNDS MANAGEMENT,  INC., a California corporation (the
"Adviser").                                                                     

         WHEREAS,  the Company 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 ("1940 Act");                                                  

         WHEREAS, the Adviser is engaged in the business of providing investment
advice and is registered as an investment adviser under the Investment  Advisers
Act of 1940, as amended;                                                        

         WHEREAS,  the Company wishes to retain the Adviser to render investment
advisory and management services; and                                           

WHEREAS, the Adviser is willing to perform such services.     

NOW, THEREFORE, the Company and the Adviser agree as follows: 

1. Appointment.                                               

         (a) The  Company  hereby  employs  the  Adviser to  provide  investment
advisory  and  management  services  for each of the  portfolios  of the Company
specified  in  Schedule A, as such  Schedule A may be amended  from time to time
(each, individually,  a "Fund" and, collectively,  the "Funds"). This engagement
is for the  period  and on the terms set forth in this  Agreement.  The  Adviser
hereby  accepts such  employment and agrees to render the services and to assume
the  obligations  set forth in this  Agreement,  for the  compensation  provided
below.                                                                          

         (b) If the Company  establishes one or more  portfolios  other than the
Funds  listed in  Schedule  A with  respect  to which it  desires  to retain the
Adviser to act as investment adviser  hereunder,  it shall notify the Adviser in
writing. If the Adviser is willing to render such services,  it shall notify the
Company in writing,  whereupon  such  portfolio  shall  become a Fund under this
Agreement and Schedule A shall be amended accordingly.  The compensation payable
by such new portfolio to the Adviser shall be agreed to in writing at the time. 

         (c) The Adviser,  subject to the prior approval of the Company's  Board
of Directors,  may from time to time employ or associate itself with such person
or persons as the Adviser may believe to be particularly  fitted to assist it in
the performance of this Agreement,  provided,  however, that the compensation of
such person or persons  shall be paid by the Adviser and that the Adviser  shall
be as  fully  responsible  to the  Company  for the acts  and  omissions  of any
sub-adviser as it is for its own acts and omissions.                            

         2.  Advisory  and  Management  Services.  The  Adviser,  subject to the
direction and  supervision of the Company's Board of Directors and in conformity
with  applicable  laws,  the  Company's   Articles  of  Incorporation,   Bylaws,
Registration  Statement,  Prospectus and stated investment objectives,  policies
and restrictions, shall:                                                        

         (a) Manage the  investment of each Fund's assets  including,  by way of
illustration, the evaluation of pertinent economic,  statistical,  financial and
other data, the  determination of the industries and companies to be represented
in that Fund's  portfolio,  the  formulation  and  implementation  of the Fund's
investment  program,  and the determination  from time to time of the securities
and other investments to be purchased, retained or sold by the Fund;            

         (b) Place orders for the purchase or sale of portfolio  securities  for
each Fund's account with broker-dealers selected by the Adviser;                

(c) Administer the day to day operations of each Fund;        

         (d) Furnish to the Company  office space at such place as may be agreed
upon from time to time, and all office facilities, business equipment, supplies,
utilities  and  telephone  services  necessary  for  managing  the  affairs  and
investments  and keeping those accounts and records of the Company and the Funds
that are not maintained by the Company's transfer agent,  custodian,  accounting
or subaccounting  agent, and arrange for officers or employees of the Adviser to
serve,  without  compensation  from  the  Company,  as  officers,  directors  or
employees of the Company, if desired and reasonably required by the Company; and

         (e)  Pay  such  expenses  as  are  incurred  by it in  connection  with
providing the foregoing services, except as provided in Section 3 below.        

         3. Company  Expenses.  The Company assumes and shall pay or cause to be
paid all expenses of the Company and the Funds,  including,  without limitation:
(a) all costs and expenses  incident to the public offering of securities of the
Company,  including those relating to the  registration of its securities  under
the  Securities  Act of 1933, as amended,  and any filings  required under state
securities  laws and any fees payable in connection  therewith;  (b) the charges
and expenses of any custodian  appointed by the Company for the  safekeeping  of
the cash,  portfolio securities and other property of the Funds; (c) the charges
and expenses of independent  accountants;  (d) the charges and expenses of stock
transfer and dividend  disbursing  agent or agents and  registrar or  registrars
appointed by the  Company;  (e) the charges and  expenses of any  accounting  or
subaccounting  agent appointed by the Company to provide accounting  services to
the Funds; (f) brokerage  commissions,  dealer spreads, and other costs incurred
in connection with proposed or consummated  portfolio  securities  transactions;
(g) all taxes,  including  securities issuance and transfer taxes, and corporate
fees  payable by the  Company to  federal,  state,  local or other  governmental
agencies;  (h) the  cost  and  expense  of  printing  and  issuing  certificates
representing  securities of the Company;  (i) fees involved in  registering  and
maintaining registrations of the Company under the 1940 Act; (j) all expenses of
shareholders' and directors'  meetings,  and of preparing,  printing and mailing
proxy statements and reports to shareholders; (k) fees and expenses of directors
of the Company who are not officers or  employees  of the Adviser;  (l) all fees
and expenses incident to the Company's  dividend  reinvestment plan; (m) charges
and expenses of legal counsel to the  independent  directors and to the Company;
(n) trade association dues; (o) interest payable on Company borrowings;  (p) any
shareholder  relations expense;  (q) premiums for a fidelity bond and any errors
and omissions insurance maintained by the Company; and (r) any other ordinary or
extraordinary  expenses  incurred  by the  Company or the Funds in the course of
their business.                                                                 

         4.  Compensation.  As  compensation  for the  services  performed  with
respect to each Fund,  the Company shall pay the Adviser as soon as  practicable
after the last day of each month a fee for such month computed at an annual rate
specified in Schedule B, as may be amended from time to time.                   

         For the  purpose of  calculating  such fee,  the net asset  value for a
month  shall be the  average  of the net  asset  values 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 compensation
provided shall be prorated.                                                     

         The Company  shall also  reimburse  the Adviser for the  organizational
expenses  incurred by the Adviser on behalf of each Fund or class thereof.  Such
organizational expenses shall be amortized by the Company over five years.      

         5. Services Not Exclusive.  Nothing  contained in this Agreement  shall
prevent  the  Adviser or any  affiliated  person of the  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 a Fund, and shall not in any way bind or restrict the 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
Adviser  or any such  affiliated  person may be acting.  While  information  and
recommendations  supplied  to each Fund shall,  in the  Adviser's  judgment,  be
appropriate under the  circumstances  and in light of the investment  objectives
and  policies  of the  Fund,  they may be  different  from the  information  and
recommendations  supplied by the Adviser or its  affiliates to other  investment
companies,  funds and  advisory  accounts.  The  Company  shall be  entitled  to
equitable   treatment  under  the   circumstances   in  receiving   information,
recommendations  and any other services,  but the Company  recognizes that it is
not entitled to receive  preferential  treatment as compared  with the treatment
given by the Adviser to any other investment company, fund or advisory account. 

         6.  Portfolio   Transactions  and  Brokerage.   In  placing   portfolio
transactions  and selecting  brokers or dealers,  the Adviser shall  endeavor to
obtain on behalf of the Company and the Funds the best overall terms  available.
In assessing the best overall terms available for any  transaction,  the Adviser
shall  consider  all  factors it deems  relevant,  including  the breadth of the
market in the security,  the price of the security,  the financial condition and
execution  capability  of the broker or dealer,  and the  reasonableness  of the
commission, if any, both for the specific transaction and on a continuing basis.
In evaluating  the best overall  terms  available and in selecting the broker or
dealer to execute a particular  transaction,  the Adviser may also  consider the
"brokerage  and research  services"  provided to the  Company,  the Funds and/or
other  accounts over which the Adviser or an affiliate of the Adviser  exercises
investment discretion. The Adviser is authorized to pay a broker or dealer which
provides  such  brokerage  and research  services a commission  for  executing a
portfolio  transaction for a Fund which is in excess of the amount of commission
another broker or dealer would have charged for effecting that  transaction  if,
but only if,  the  Adviser  determines  in good faith  that such  commission  is
reasonable  in  relation to the value of the  brokerage  and  research  services
provided by such broker or dealer viewed in terms of that particular transaction
or in terms of the  overall  responsibilities  of the Adviser to the Company and
the Funds.                                                                      

         7. Books and-Records. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Adviser  agrees that all records  that it maintains  for
the Company are the  property  of the  Company and further  agrees to  surrender
promptly to the Company any of such  records  upon the  Company's  request.  The
Adviser  further  agrees to preserve  for the periods  prescribed  by Rule 3la-2
under the 1940 Act the records required to be maintained by Rule 3la-l under the
1940 Act.                                                                       

         8.  Limitation  of  Liability.  Neither the Adviser,  nor any director,
officer, agent or employee of the Adviser, shall be liable or responsible to the
Company or any of its shareholders for any error of judgment,  mistake of law or
any loss arising out of any investment,  or for any other act or omission in the
performance  by such person or persons of their  respective  duties,  except for
liability resulting from willful  misfeasance,  bad faith, gross negligence,  or
reckless  disregard of their respective duties. The Adviser shall be indemnified
by the  Company  as an agent of the  Company  in  accordance  with the  terms of
Article Eighth, Section (9) of the Company's Articles of Incorporation.         

         9. Nature of Relationship. The Company and the Adviser are not partners
or joint  venturers  with each other and nothing herein shall be construed so as
to make them such partners or joint venturers or impose any liability as such on
either  of them.  The  Adviser  is an  independent  contractor  and,  except  as
expressly  provided or authorized in this Agreement,  shall have no authority to
act for or represent the Company.                                               

         10. Duration and  Termination.  This Agreement  shall become  effective
upon its  execution  and shall  continue in effect until two years from the date
hereof,  provided it is approved by the vote of a "majority  of the  outstanding
voting securities" of the Company.  Thereafter, this Agreement shall continue in
effect from year to year,  provided its continuance is specifically  approved at
least annually (a) by vote of a "majority of the outstanding  voting securities"
of the Company or by vote of the Board of Directors  of the Company,  and (b) by
vote of a majority of the  Directors  of the Company who are not parties to this
Agreement or "interested persons" of any party to this Agreement, cast in person
at a meeting  called for the  purpose of voting on such  approval.  The  Company
(either  by vote of its  Board of  Directors  or by vote of a  "majority  of the
outstanding  voting  securities"  of the  Company)  may, at any time and without
payment of any penalty, terminate this Agreement upon sixty days' written notice
to the Adviser.  This Agreement shall automatically and immediately terminate in
the event of its  "assignment." The Adviser may terminate this Agreement without
payment of any penalty on sixty days' written notice to the Company.            

         11.  Definitions.  For  the  purposes  of  this  Agreement,  the  terms
"assignment,"  "interested  person,"  and  "majority of the  outstanding  voting
securities" shall have their respective meanings defined in the 1940 Act and the
Rules and Regulations thereunder, subject, however, to such exemptions as may be
granted  by  the  Securities  and  Exchange  Commission,  or  such  interpretive
positions as may be taken by the Commission or its staff under said Act, and the
term  "brokerage  and  research  services"  shall have the meaning  given in the
Securities  Exchange  Act of 1934,  as  amended,  and the Rules and  Regulations
thereunder.                                                                     

         12. Notices. Any notice under this Agreement shall be given in writing,
addressed and delivered to the party to this Agreement  entitled to receive such
notice at such address as such party may designate in writing.                  

         13.  Applicable  Law. This  Agreement  shall be construed in accordance
with the laws of the State of California  and the  applicable  provisions of the
1940 Act. To the extent applicable law of the State of California, or any of the
provisions  herein,  conflict  with  applicable  provisions of the 1940 Act, the
latter shall control.                                                           

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

                                               TCW GALILEO FUNDS, INC.

                                                 By_______________________

      Attest                                     By_______________________
                                      [NAME]
                                       [TITLE]
------------------------                                      
Secretary                                                     
                                                  TCW FUNDS MANAGEMENT, INC.

                                                 By_______________________
                                      [NAME]
                                       [TITLE]

      Attest                                     By_______________________
                                      [NAME]
                                       [TITLE]

------------------------                                      
Secretary                                                     

PRES14A 7th “Page” of 19 TOC 1st Previous Next ↓Bottom Just 7th
SCHEDULE A                                                    

Funds                                                         
_______________________________________________________________________________ 

TCW Galileo Money Market Fund                                 
TCW Galileo Emerging Markets Income Fund                      
TCW Galileo Core Fixed Income Fund                            
TCW Galileo High Yield Bond Fund                              
TCW Galileo Total Return Mortgage-Backed Securities Fund      
TCW Galileo Mortgage-Backed Securities Fund                   
TCW Galileo Asia Pacific Equities Fund                        
TCW Galileo Emerging  Markets Equities Fund                   
TCW Galileo European Equities Fund                            
TCW Galileo International Equities Fund                       
TCW Galileo Japanese Equities Fund                            
TCW Galileo Latin America  Equities Fund                      
TCW Galileo Convertible Securities Fund                       
TCW Galileo Select Equities Fund                              
TCW Galileo Earnings Momentum Fund                            
TCW Galileo Enhanced 500 Fund                                 
TCW Galileo Large Cap Growth Fund                             
TCW Galileo Large Cap Value Fund                              
TCW Galileo Aggressive Growth Equities Fund                   
TCW Galileo Small Cap Growth Fund                             
TCW Galileo Value Opportunities Fund                          

PRES14A 8th “Page” of 19 TOC 1st Previous Next ↓Bottom Just 8th
SCHEDULE B                                                            

                                                     Annual Fee Rate
                                                       (expressed as a
Fund                                                   percentage of net assets)
_______________________________________________________________________________ 
TCW Galileo Money Market Fund                                         0.25%     
TCW Galileo Emerging Markets Income Fund                              0.75%     
TCW Galileo Core Fixed Income Fund                                    0.40%     
TCW Galileo High Yield Bond Fund                                      0.75%     
TCW Galileo Total Return Mortgage-Backed Securities Fund              0.50%     
TCW Galileo Mortgage-Backed Securities Fund                           0.50%     
TCW Galileo Asia Pacific Equities Fund                                1.00%     
TCW Galileo Emerging Markets Equities Fund                            1.00%     
TCW Galileo European Equities Fund                                    0.75%     
TCW Galileo International Equities Fund                               -----     
TCW Galileo Japanese Equities Fund                                    0.75%     
TCW Galileo Latin American Equities Fund                              1.00%     
TCW Galileo Convertible Securities Fund                               0.75%     
TCW Galileo Select Equities Fund                                      0.75%     
TCW Galileo Earnings Momentum Fund                                    1.00%     
TCW Galileo Enhanced 500 Fund                                         0.25%     
TCW Galileo Large Cap Growth Fund                                     0.55%     
TCW Galileo Large Cap Value Fund                                      0.55%     
TCW Galileo Aggressive Growth Equities Fund                           1.00%     
TCW Galileo Small Cap Growth Fund                                     1.00%     
TCW Galileo Value Opportunities Fund                                  0.80%     

PRES14A 9th “Page” of 19 TOC 1st Previous Next ↓Bottom Just 9th
                                                                       EXHIBIT B

Information About the Investment Adviser                                        

     TCW Funds Management, Inc. (the "Adviser"), is a wholly-owned subsidiary of
The TCW Group,  Inc. of 865 South  Figueroa  Street,  Suite 1800,  Los  Angeles,
California 90017. TCW Group, Inc. owns 100% of TCW Funds Management,  Inc. As of
December 31, 1998, the Adviser and its affiliated companies had over $50 billion
under management or committed for management.  The principal business address of
the Adviser is 865 South Figueroa  Street,  Suite 1800, Los Angeles,  California
90017.  The Adviser is registered as an investment  adviser under the Investment
Advisers Act of 1940.  Its  directors and principal  executive  officers,  their
principal occupations are shown below. All individuals have been employed by TCW
for five years or more, except for Mr. Sonneborn,  although individuals may have
changed  positions within the company.  The address of each director and officer
is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.        

                                                        [Enlarge/Download Table]


Name and Position With                                           Connection With Other                    
Investment Adviser            Name of Other Company                   Company                             

                                                                                                          
Alvin R. Albe, Jr.            TCW Advisors, Inc.                 Director and Executive Vice              
Director and Executive                                           President, Finance & Administration      
Vice President, Finance                                                                                   
& Administration                                                                                          

                              TCW Americas Development, Inc.     Director and Chief Administration Officer

                              TCW Asia Limited                   Director                                 

                              TCW Investment Management Company  Director and Executive Vice              
                                                                 President, Finance & Administration      

                              TCW London International, Limited  Director and Executive Vice              
                                                                 President, Finance & Administration      

                              TCW Asset Management Company       Director and Executive Vice              
                                                                 President, Finance & Administration      

                              Trust Company of the West          Director and Executive Vice              
                                                                 President, Finance & Administration      

                              The TCW Group, Inc.                Executive Vice President, Finance &      
                                                                 Administration                           

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Mark L. Attanasio             TCW/Crescent Mezzanine, L.L.C.     Director and Managing Director           
Group Managing Director                                                                                   
and Chief Investment Officer -                                                                            
Below Investment Grade                                                                                    
Fixed Income                                                                                              

                              TCW Investment Management Company  Group Managing Director and Chief        
                                                                 Investment Officer - Below               
                                                                 Investment Grade Fixed Income            

                              TCW Asset Management Company       Director, Group Managing Director        
                                                                 and Chief Investment Officer - Below     
                                                                 Investment Grade Fixed Income            

                              Trust Company of the West          Group Managing Director and Chief        
                                                                 Investment Officer - Below               
                                                                 Investment Grade Fixed Income            

                              Crescent MACH I G.P. Corporation   Director and Senior Vice President       

                              Crescent/MACH I Partners, Inc.     Director and Senior Vice President       

PRES14A 11th “Page” of 19 TOC 1st Previous Next ↓Bottom Just 11th
Philip A. Barach              TCW Advisors, Inc.                 Group Managing Director and Chief        
Group Managing Director                                          Investment Officer - Investment          
and Chief Investment Officer -                                   Grade Fixed Income                       
Investment Grade Fixed                                                                                    
Income                                                                                                    

                              TCW Investment Management Company  Group Managing Director and Chief        
                                                                 Investment Officer - Investment          
                                                                 Grade Fixed Income                       

                              TCW Asset Management Company       Director, Group Managing Director        
                                                                 and Chief Investment Officer -           
                                                                 Investment Grade Fixed Income            

                              Trust Company of the West          Group Managing Director and Chief        
                                                                 Investment Officer - Investment          
                                                                 Grade Fixed Income                       

                              Apex Mortgage Capital, Inc.        Director, President and Chief            
                                                                 Executive Officer                        

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Javier W. Baz                 TCW London International, Limited  Director, President and Chief            
Managing Director and Chief                                      Executive Officer                        
Investment Officer -                                                                                      
International                                                                                             

                              TCW Asia Limited                   Chief Investment Officer -               
                                                                 International                            

                              TCW Asset Management Company       Director, Managing Director and          
                                                                 Chief Investment Officer -               
                                                                 International                            

                              Trust Company of the West          Managing Director and Chief              
                                                                 Investment Officer - International       

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Michael E. Cahill             TCW Advisors, Inc.                 Managing Director, General Counsel       
General Counsel, Secretary                                       and Secretary                            
and Managing Director                                                                                     

                              TCW Asia Limited                   Director                                 

                              TCW Investment Management Company  Managing Director, General Counsel       
                                                                 and Secretary                            

                              TCW London International, Limited  Director, Managing Director, General     
                                                                 Counsel, Vice President and Secretary    

                              TCW Americas Development, Inc.     General Counsel and Assistant            
                                                                 Secretary                                

                              TCW Asset Management Company       Managing Director, General Counsel       
                                                                 and Secretary                            

                              Trust Company of the West          Managing Director, General Counsel       
                                                                 and Secretary                            

                              The TCW Group, Inc.                Managing Director, General Counsel       
                                                                 and Secretary                            

                              Apex Mortgage Capital, Inc.        Secretary                                

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Robert A. Day                 TCW Advisors Inc.                  Chairman and Chief Executive             
Indirect Owner                                                   Officer                                  

                              TCW Investment Management Company  Chairman and Chief Executive Officer     

                              The TCW Group, Inc.                Chairman and Chief Executive Officer     

                              Oakmont Corporation                Chairman                                 

                              TCW Asset Management Company       Chairman and Chief Executive Officer     

                              Trust Company of the West          Chairman and Chief Executive Officer     

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Ernest O. Ellison             TCW Investment Management Company  Chairman, Investment Policy              
Chairman, Investment                                             Committee                                
Policy Committee                                                                                          

                              TCW Asset Management Company       Chairman, Investment Policy Committee    

                              TCW London International, Limited  Director and Vice Chairman               

                              The TCW Group, Inc.                Director and Vice Chairman               

                              Trust Company of the West          Director, Vice Chairman and              
                                                                 Chairman, Investment Policy Committee    

                              TCW Americas Development, Inc.     Director and Vice Chairman               

Douglas S. Foreman            TCW Asset Management Company       Group Managing Director and Chief        
Group Managing Director                                          Investment Officer - U.S. Equities       
and Chief Investment Officer                                                                              
- U.S. Equities                                                                                           
                              Trust Company of the West          Group Managing Director and Chief        
                                                                 Investment Officer - U.S. Equities       

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Robert M. Hanisee             TCW Asset Management Company       Managing Director and Chief              
Managing Director and                                            Investment Officer - Private Client      
Chief Investment Officer                                         Services                                 
- Private Client Services                                                                                 

                              Trust Company of the West          Managing Director and Chief              
                                                                 Investment Officer - Private Client      
                                                                 Services                                 

Thomas E. Larkin, Jr.         TCW Advisors, Inc.                 Director and Vice Chairman               
Chairman of the Board                                                                                     

                              TCW Investment Management Company  Director and Vice Chairman               

                              TCW Americas Development, Inc.     Director                                 

                              TCW Asset Management Company       Director and Vice Chairman               

                              Trust Company of the West          Director and President                   

                              The TCW Group, Inc.                Director, Executive Vice President       
                                                                 and Group Managing Director              

Hilary G.D. Lord              TCW Advisors, Inc.                 Managing Director, Chief                 
Managing Director, Chief                                         Compliance Officer and Assistant         
Compliance Officer and                                           Secretary                                
Assistant Secretary                                                                                       

                              TCW Investment Management Company  Managing Director, Chief Compliance      
                                                                 Officer and Assistant Secretary          

                              The TCW Group, Inc.                Managing Director, Chief Compliance      
                                                                 Officer and Assistant Secretary          

                              TCW Asset Management Company       Managing Director, Chief Compliance      
                                                                 Officer and Assistant Secretary          

                              Trust Company of the West          Managing Director, Chief Compliance      
                                                                 Officer and Assistant Secretary          

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William C. Sonneborn          TCW Advisors, Inc.                 Managing Director, Chief                 
Managing Director,                                               Financial Officer and Assistant          
Chief Financial Officer                                          Secretary                                
and Assistant Secretary                                                                                   

                              TCW Americas Development, Inc.     Treasurer and Assistant Secretary        

                              TCW Asset Management Company       Managing Director, Chief Financial       
                                                                 Officer and Assistant Secretary          

                              TCW Investment Management Company  Managing Director, Chief Financial       
                                                                 Officer and Assistant Secretary          

                              TCW London International, Limited  Managing Director, Chief Financial       
                                                                 Officer and Assistant Secretary          

                              Trust Company of the West          Managing Director, Chief Financial       
                                                                 Officer and Assistant Secretary          

                              The TCW Group, Inc.                Managing Director, Chief Financial       
                                                                 Officer and Assistant Secretary          

                              Prior to January 1998 Goldman,                                              
                              Sachs & Co.                        Senior Associate                         

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Marc I. Stern                 TCW Advisors, Inc.                 Director and Vice Chairman               
Director and President                                                                                    

                              TCW Americas Development, Inc.     Chairman                                 

                              TCW Asia Limited                   Chairman                                 

                              TCW Investment Management Company  Director and Vice Chairman               

                              TCW London International, Limited  Chairman                                 

                              TCW Asset Management Company       Director and Vice Chairman               

                              The TCW Group, Inc.                Director and President                   

                              Trust Company of the West          Director, Executive Vice President       
                                                                 and Group Managing Director              

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YOUR VOTE IS IMPORTANT
 NO MATTER HOW MANY SHARES YOU OWN

         ENCLOSED  YOU WILL FIND A PROXY CARD  RELATING TO EACH OF THE FUNDS FOR
WHICH YOU ARE ENTITLED TO VOTE.  PLEASE INDICATE YOUR VOTE ON THE ENCLOSED PROXY
CARD,  DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE  PROVIDED.  NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED  STATES.  THE PROXY CAN BE REVOKED AND WILL NOT
AFFECT  YOUR  RIGHT TO VOTE IN PERSON IF YOU  ATTEND  THE  MEETING.  WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY.                             

NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.        

 TCW GALILEO FUNDS, INC.

SPECIAL MEETING OF SHAREHOLDERS - ______, 1999

 PROXY

         The undersigned hereby appoints __________, [or any of them,] prox[ies,
each] with the power of  substitution,  to vote on behalf of the  undersigned at
the Special  Meeting of  Shareholders  of TCW Galileo Funds,  Inc. - TCW Galileo
_________Fund  to be held on February 10, 1999, at _____,  Pacific time,  and at
any  adjournment  thereof,  on the  proposals set forth in the Notice of Meeting
dated ________, 1999.                                                           

         THIS PROXY IS SOLICITED BY THE DIRECTORS.  IF NO  SPECIFICATION IS MADE
THEREON, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.                           

          1.  To  Approve  an  Amended  and  Restated  Investment  Advisory  and
     Management  Agreement  that  Transfers  Responsibility  for  Accounting and
     Certain  Administrative  Services from the Investment  Adviser to the Funds
(All Funds)                                                           

     For            [ ]            Against      [ ]            Abstain       [ ]

          2. To Approve the  Elimination of the Money Market Fund's  Fundamental
   Investment Restriction Regarding Diversification (Money Market Fund Only)

     For            [ ]            Against      [ ]            Abstain       [ ]

          3. To Approve the  Elimination of the Money Market Fund's  Fundamental
Investment Restriction Regarding Illiquidity (Money Market Fund Only) 

     For            [ ]            Against      [ ]            Abstain       [ ]

          4. To Approve the  Elimination of the Money Market Fund's  Fundamental
     Investment  Restriction  Regarding Investing in Other Investment  Companies
(Money Market Fund Only)                                              

     For            [ ]            Against      [ ]            Abstain       [ ]

          5. To Approve the  Elimination of the Money Market Fund's  Fundamental
     Investment Restriction Regarding Investing in Money Market Instruments with
Maturities of One Year or Less (Money Market Fund Only)               

     For            [ ]            Against      [ ]            Abstain       [ ]

          6.  To  Approve  New  Investment  Objective  and  Strategies  for  the
Aggressive Growth Equities Fund (Aggressive Growth Equities Fund Only)

     For            [ ]            Against      [ ]            Abstain       [ ]

          7. To Approve the Modification of the Investment Objective of the Core
Fixed Income Fund (Core Fixed Income Fund Only)                       

     For            [ ]            Against      [ ]            Abstain       [ ]

          8. To Approve the  Modification  of the  Investment  Objective  of the
     Total Return Mortgage-Backed  Securities Fund (Total Return Mortgage Backed
Securities Fund Only)                                                 

     For            [ ]            Against      [ ]            Abstain       [ ]

          9. To Approve the  Modification  of the  Investment  Objective  of the
Mortgage-Backed Securities Fund (Mortgage-Backed Securities Fund Only)

     For            [ ]            Against      [ ]            Abstain       [ ]

          10. To Approve the  Modification  of the  Investment  Objective of the
High Yield Bond Fund (High Yield Bond Fund Only)                      

     For            [ ]            Against      [ ]            Abstain       [ ]

          11. To Approve the  Modification  of the  Investment  Objective of the
Select Equities Fund (Select Equities Fund Only)                      

     For            [ ]            Against      [ ]            Abstain       [ ]

          12. To Approve the  Modification  of the  Investment  Objective of the
Earnings Momentum Fund (Earnings Momentum Fund Only)                  

     For            [ ]            Against      [ ]            Abstain       [ ]

          13. To Approve the  Modification  of the  Investment  Objective of the
Small Cap Growth Fund (Small Cap Growth Fund Only)                    

     For            [ ]            Against      [ ]            Abstain       [ ]

          14. To Approve the  Modification  of the  Investment  Objective of the
Value Opportunities Fund (Value Opportunities Fund Only)              

     For            [ ]            Against      [ ]            Abstain       [ ]

          15. To Transact  Such Other  Business as May Properly  Come Before the
Meeting (Such Funds as Necessary)                                     

     For            [ ]            Against      [ ]            Abstain       [ ]

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

                    Date:_______________________

                    ____________________________
 Signature

                    ____________________________
 Signature

         IMPORTANT:  PLEASE  MARK,  SIGN,  DATE AND RETURN THE PROXY CARD IN THE
ENCL0SED ENVELOPE.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

For Period End:	2/10/99	2	19	DEF 14A
Filed on:	1/8/99
	12/31/98	3	9	N-30D, NSAR-B/A
	12/17/98	4
	10/31/98	4	5	24F-2NT, 24F-2NT/A, N-30D, NSAR-B, NSAR-B/A
	3/31/98	5
	2/18/98	4
	2/20/93	4
	2/19/93	4
	12/14/92	4
				List all Filings

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Filing Submission 0000943663-99-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

TCW Funds Inc – ‘PRES14A’ for 2/10/99

As of: Friday, 1/8/99 · For: 2/10/99 · Accession #: 943663-99-3 · File #: 811-07170

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents