TCW GALILEO FUNDS, INC.PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

August 5, 2002TO BE HELD ON NOVEMBER 28, 2012

PROXY STATEMENTIntroduction

This Proxy Statement is furnished in connection with the solicitation of proxies by or on behalf of the Board of Directors (the “Board”) of TCW Galileo Funds, Inc. (“Company”) on behalf of the TCW Galileo Asia Pacific Equities Fund (the “Fund”“Corporation”) for use at the special meeting of shareholders (“Meeting”) to be held at the offices of the Fund, 865 South Figueroa Street, 18th Floor, Los Angeles, California, at 10:00 a.m. Pacific time, on August 5, 2002 and at any adjournment thereof. This Proxy Statement, the Notice of Meeting and the proxy card are first being mailed to shareholders on or about July 15, 2002.            

The officers and directors of the Fund, together, owned less than 1% of the Fund’s outstanding shares on the record date.

TCW Concentrated Value Fund

TCW Dividend Focused Fund

TCW Growth Fund

TCW Growth Equities Fund

TCW Relative Value Large Cap Fund

TCW Select Equities Fund

TCW Small Cap Growth Fund

TCW SMID Cap Growth Fund

TCW Value Opportunities Fund

TCW International Small Cap Fund

TCW Core Fixed Income Fund

TCW Emerging Markets Income Fund

TCW Emerging Markets Local Currency Income Fund

TCW High Yield Bond Fund

TCW Short Term Bond Fund

TCW Total Return Bond Fund

TCW Enhanced Commodity Strategy Fund

TCW Global Bond Fund

TCW Global Conservative Allocation Fund

TCW Global Moderate Allocation Fund

TCW Global Flexible Allocation Fund.

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Each Fund offers Class N and Class I shares, except for the Short Term Bond Fund, which offers only Class I shares.

At the Meeting, shareholders of the Company will be asked to vote on a proposal (the “Proposal”) to approve a new investment advisory and management agreement with TCW Investment Management Company (the “New Agreement”). Shareholders of each Fund, voting separately by Fund, are entitled to vote on the Proposal.

Voting; Revocation of Proxies

All proxies solicited by the Board that are properly executed and received by the Secretary of the Corporation before the Meeting will be voted at the Meeting in accordance with the shareholders’ instructions thereon. A shareholder may revoke the accompanying proxy at any time before it is voted by written notification to the Corporation or by a duly executed proxy card bearing a later date. In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. If no instruction is given on a signed and returned proxy card, it will be voted “for” the Proposal and the proxies may vote in their discretion with respect to other matters not now known to the Board that may be properly presented at the Meeting (except with respect to broker non-votes as described below). Any shareholder may vote part of the shares in favor of the Proposal and refrain from voting the remaining shares or vote them “against” the Proposal, but if the shareholder fails to specify the number of shares that the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to the total shares that the shareholder is entitled to vote on the Proposal.

All proxies voted, including abstentions and broker non-votes (i.e., where a broker indicates that the underlying shareholder has not provided instructions on a proposal and the broker does not have authority to vote the shares), will be counted toward establishing a quorum. Abstentions and broker non-votes effectively count as votes “against” the Proposal because approval of a minimum number of the outstanding voting securities is required.

Record Date; Shareholders Entitled to Vote

Shareholders of record of the Funds at the close of business on September 28, 2012 (the “Record Date”) are entitled to notice of, and to vote on, the Proposal at the

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Meeting and any adjournment thereof. At the close of business on the Record Date, the Funds had the following outstanding shares:

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Quorum and Adjournment/Required Vote

One-third (33-1/3%) of the outstanding shares of a Fund on the Record Date, represented in person or by proxy, must be present to constitute a quorum for that Fund with respect to the Proposal. If a quorum for a Fund is not present or represented at the meetingMeeting, the holders of a majority of the shares of that Fund present in person or by proxy will have the power to adjourn the Meeting to a later date, without notice other than announcement at the Meeting (provided that the new date is requirednot more than 120 days after the Meeting), until a quorum is present or represented. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Corporation to act as inspectors of election for the Meeting.

The affirmative vote of a “majority of the outstanding voting securities” of a Fund present in person or by proxy and voting is necessary to approve the New Agreement with respect to that Fund.

A “majority of the outstanding voting securities” of a Fund means the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting, if more than 50% of the outstanding voting securities of the Fund are represented at the Meeting in person or by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund. Each shareholder will be entitled to one vote for each share of each Fund such shareholder holds on the Record Date.

If a quorum is present, but sufficient votes in favor of the Proposal with respect to a Fund are not received by the time scheduled for the Meeting, a person named as a proxy may propose one or more adjournments of the Meeting with respect to the Fund to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy at the session of the Meeting adjourned. The persons named as proxies will vote in favor of or against such adjournment in proportion to the proxies received for or against the Proposal.

The Board knows of no business other than that specifically mentioned in the Notice of Special Meeting of Shareholders that will be presented for consideration at the Meeting. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on Wednesday, November 28, 2012. This Proxy Statement and the Corporation’s most recent annual and semi-annual reports are available on the Internet athttp://www.tcw.com. The Corporation will furnish, without charge, a copy of its annual report for the fiscal year ended October 31, 2011, and the most recent semi-annual report for the six months ended April 30, 2012, to any shareholder upon request. Shareholders may obtain a copy of the annual report and semi-annual report by contacting TCW Funds, Inc. at 865 South Figueroa Street, Los Angeles, California 90017 or by calling (800) 386-3829.

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PROPOSAL 1:

APPROVAL OF A NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT WITH THE ADVISER

Shareholders of each Fund are being asked to approve a new sub-advisory agreement. investment advisory and management agreement (the “New Agreement”) between the Corporation and TCW Investment Management Company, each Fund’s current investment adviser (the “Adviser”).

The Adviser currently serves as the investment adviser to each Fund under an Investment Advisory and Management Agreement (the “Current Agreement”) that is expected to automatically terminate as a result of its deemed “assignment” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The expected change in ownership of The TCW Group, Inc. (“TCW”), the parent company of the Adviser, would technically cause that assignment and subsequent termination. The New Agreement has substantively the same terms as the Current Agreement, including the same fees. Subject to obtaining approval of the New Agreement for the Funds, the Adviser would continue to act as the investment adviser to the Funds, with no break in the continuity of its investment advisory services to the Funds. If approved, the New Agreement would take effect on the consummation of the change of control of TCW, as described below.

The Change of Control

TCW’s majority owner, Société Générale Holdings de Participations, S.A. (“SGHP”), a wholly-owned subsidiary of Société Générale, S.A. (“SGSA”), recently signed a definitive agreement to sell its stake in TCW to investment funds affiliated with The Carlyle Group L.P. (“Carlyle”) and the management of TCW (that transaction is referred to as the “Transaction”).

Carlyle, a publicly traded Delaware limited partnership, is one of the world’s largest global alternative asset management firms that originates, structures and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed assets, mezzanine debt and other investment opportunities. Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, collateralized loan obligations, hedge funds and other investment products sponsored by it for the investment of client assets in the normal course of business. As of June 30, 2012, Carlyle and its affiliates managed more than $156 billion in assets across 99 funds and 63 fund-of-funds vehicles.

Carlyle will be making its investment in TCW primarily through two of its investment funds, Carlyle Partners V, L.P., a Delaware limited partnership (“CPV”), and Carlyle Global Financial Services Partners, L.P., a Cayman Islands limited partnership (“CGFSP” and, together with CPV, the “Carlyle Funds”). CPV conducts

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leveraged buyout transactions in North America in targeted industries, and CGFSP invests in management buyouts, growth capital opportunities and strategic minority investments in financial services. The Carlyle Funds are privately offered pooled investment vehicles with their principal place of business at 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, DC 20004. The general partners of each of the Carlyle Funds (TC Group V, L.P. and TCG Financial Services L.P., respectively), which are responsible for the day-to-day management and oversight of those funds, are affiliates of Carlyle.

Currently, SGHP owns 74.47% of the voting securities of TCW. Immediately prior to the closing of the Transaction, SGHP will acquire the equity of TCW held by Amundi, which represents approximately 19% of the voting securities of TCW. As a result of the Transaction, the ownership interest of TCW management in the equity of TCW will increase from approximately 17% to up to 40%, on a fully diluted basis, with the Carlyle Funds owning the balance of TCW’s voting securities.

TCW management expects that, subject to the approval of the New Agreement, the Adviser will continue to act as investment adviser to the Funds. The Transaction is expected to close as soon as practicable following satisfaction or waiver of the conditions to closing of the Transaction, which is estimated to be no later than the end of the first quarter of 2013.

The Current Agreement

The Current Agreement dated July 6, 2001 between the Corporation, on behalf of each then-existing Fund, and the Adviser was originally approved in person by the Board, including a majority of the Independent Directors (defined below), at a meeting held on February 21, 2001, and by each Fund’s shareholders on June 26, 2001. The Current Agreement was submitted for shareholder approval because the then-existing investment advisory and management agreement was expected to terminate as a result of the acquisition of TCW by a subsidiary of SGSA. The Current Agreement has remained substantially unchanged since that shareholder approval, except for the addition of various newly created series of the Corporation organized since then. At a meeting held on September 24, 2012, the Board extended the term of the Current Agreement until the earlier of October 31, 2013 and the date on which the Current Agreement would otherwise terminate as a result of its deemed assignment under the Investment Company Act definesresulting from the closing of the Transaction.

Under the Current Agreement, the Corporation appointed the Adviser to provide investment advisory and management services with respect to the assets of the Funds. The Current Agreement requires that the Adviser, subject to the direction and supervision of the Board and in conformity with applicable laws, the Corporation’s Articles of Incorporation, Bylaws, Registration Statement, Prospectus and stated investment objectives, policies and restrictions, shall: (i) 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

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time of the securities and other investments to be purchased, retained or sold by the Fund; (ii) place orders for the purchase or sale of portfolio securities for each Fund’s account with broker-dealers selected by the Adviser; (iii) administer the day to day operations of each Fund; (iv) furnish to the Corporation 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 Corporation and the Funds that are not maintained by the Corporation’s transfer agent, custodian, accounting or subaccounting agent, and arrange for officers or employees of the Adviser to serve, without compensation from the Corporation, as officers, directors or employees of the Corporation, if desired and reasonably required by the Corporation; and (v) pay such expenses as are incurred by the Adviser in connection with providing the foregoing services (except as otherwise provided in the Current Agreement).

Under the Current Agreement, except as otherwise required under the Investment Company Act, neither the Adviser, nor any director, officer, agent or employee of the Adviser, is liable or responsible to the Corporation or any of its shareholders for any error of judgment, any 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. No change is proposed to the Adviser’s standard of care.

The Current Agreement provides that it continues from year to year with respect to each Fund so long as it is approved at least annually with respect to such Fund by a rate of majority of the outstanding voting securities meansof such Fund or by a vote of a majority of the Directors of the Corporation, including a majority of the Directors who are not “interested persons” of the Fund under the Investment Company Act (the “Independent Directors”) and who are not parties to the Current Agreement.

The Current Agreement permits termination without penalty upon no less than 60 days’ notice by the Corporation to the Adviser or 60 days’ notice by the Adviser to the Corporation and automatically terminates in the event of its assignment (as that term is defined in the Investment Company Act).

Management Fees and Other Expenses

Management Fees. Under the Current Agreement, each Fund pays the Adviser a monthly fee for providing investment advisory services. The following fees were paid to the Adviser for the fiscal year ended October 31, 2011, and do not reflect expense limitations and contractual fee waivers. Also shown are the contractual fee rates from the Current Agreement.

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In addition to the management fees, the Corporation reimburses the Adviser, with the approval of the Board, for a portion of the Adviser’s costs associated in support of the Corporation’s compliance obligations pursuant to Rule 38a-1 under the Investment Company Act.

Rule 12b-1 Fee. The Funds each have a Distribution Plan or 12b-1 Plan (the “Plan”) under which they may finance activities primarily intended to result in the sale of Fund shares and to provide shareholder services to the shareholders of the class of the Funds to which the Plan applies, provided that the Board reviews, at least quarterly, a written report of the amounts so expended under the Plan and the purposes for which such expenditures were made. Expenditures by a Fund under its Plan may not exceed 0.25% of its average net assets annually (all of which may be for service fees). Currently, the Board is limiting these fees to less than 0.25% for the TCW Growth Fund, TCW Growth Equities Fund, TCW SMID Cap Growth Fund, TCW Value Opportunities Fund, TCW International Small Cap Fund, TCW Emerging Markets Local Currency Income Fund, TCW Core Fixed Income Fund, TCW High Yield Bond Fund, TCW Short Term Bond Fund, TCW Total Return Bond Fund, TCW Global Conservative Allocation Fund, TCW Global Moderate Allocation Fund, TCW Global Flexible Allocation Fund, TCW Enhanced Commodity Strategy Fund, and TCW Global Bond Fund.

Compensation of Other Parties. The Adviser may in its discretion and out of its own resources compensate third parties for the sale and marketing of Fund shares and for providing services to shareholders. The Adviser also may use its own resources to sponsor seminars and educational programs on the Funds for financial intermediaries and shareholders.

The Adviser also manages individual investment advisory accounts, typically for institutional clients. The Adviser reduces the fees charged to individual investment advisory accounts by the amount of the investment advisory fee charged to that portion of the client’s assets invested in any Fund.

Affiliated Brokerage.For the fiscal year ended October 31, 2011, TCW High Yield Bond Fund paid $242.92 in aggregate commissions to Newedge USA, LLC (“Newedge”), an affiliated broker of the Corporation. This amount represents 9.41% of the aggregate brokerage commissions paid by the Fund during 2011. These figures imply total commissions that may appear modest for a Fund of this size. It is important to note that the Fund typically does not pay brokerage commissions on its bond transactions because those transactions occur on a principal basis rather than an agency basis on which commissions would be charged. Brokerage commissions paid to Newedge by TCW High Yield Bond Fund related to trades for futures contracts. Newedge is a wholly owned subsidiary of Newedge Group, which is 50% owned by SGSA, the ultimate parent company of the Adviser. During the fiscal year ended October 31, 2011, no other Fund paid commissions to an affiliated broker of the Corporation.

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Comparison of the Current Agreement and the New Agreement

The Board, together with the requisite number of Independent Directors, voted in person on September 24, 2012 to approve the New Agreement. The Board is recommending to shareholders of each Fund that they approve the New Agreement. A copy of the New Agreement is attached to this Proxy Statement asAppendix B. The New Agreement is substantially identical to the Current Agreement as described above in all material respects, except for the commencement and renewal dates. The initial term of the New Agreement would extend for two years from its effective date, after which it would continue from year to year with respect to each Fund subject to the same approval process as described above for the Current Agreement.

This discussion of the New Agreement is qualified in its entirety by reference toAppendixB.

Board Actions, Considerations, and Recommendations

At an in-person meeting of the Board held on September 24, 2012, the Directors, including the Independent Directors, considered the approval of the New Agreement in respect of each Fund. In determining to approve the New Agreement, the Directors considered that they had approved the continuation of the Current Agreement, the terms of which are substantially identical to the New Agreement, for an additional year at the same in-person meeting.

Continuation of the Current Agreement

Before the September 24 meeting, the Adviser provided materials to the Board for its evaluation of the Current Agreement in response to information requested by the Independent Directors, who were advised by independent legal counsel with respect to these and other relevant matters. The Independent Directors also met separately on September 10, 2012 with their counsel to consider the information provided. As a result of those meetings and their other meetings, the Independent Directors unanimously recommended continuation of the Current Agreement. Discussed below are certain of the factors considered by the Board in approving continuation of the Current Agreement. This discussion is not intended to be all-inclusive. The Board reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.

In reaching its decision to approve continuation of the Current Agreement, the Board considered information furnished to it throughout the year at regular and special

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Board meetings, including detailed investment performance reports. The structure and format for this regular reporting was developed in consultation with the Board. The Board determined that it had received from the Adviser such information before the Meeting and on an ongoing basis as was reasonably necessary to approve continuation of the Current Agreement. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole.

In evaluating the continuation of the Current Agreement the Board, including the Independent Directors, considered the following factors among others.

The Board considered the general nature, extent, and quality of services provided or expected to be provided by the Adviser. The Board evaluated the Adviser’s experience in serving as manager of the Funds, and considered the benefits to shareholders of investing in a fund complex that is served by a large organization which also serves a variety of other investment advisory clients, including separate accounts, other pooled investment vehicles, registered investment companies and commingled funds. The Board also considered the ability of the Adviser to provide appropriate levels of support and resources to the Corporation.

In addition, the Board took note of the background and experience of the senior management and portfolio management personnel of the Adviser and that the Adviser is expected to provide substantial expertise and attention to the Corporation. The Board considered the ability of the Adviser to attract and retain qualified business professionals and its compensation program, including its employee equity plan. The Board also considered the breadth of the compliance programs of the Adviser, as well as the compliance operations of the Adviser with respect to the Funds. The Board concluded that it was satisfied with the nature, extent and quality of the services provided and anticipated to be provided to the Funds by the Adviser under the Current Agreement.

The Board reviewed information about each Fund’s historical performance, including materials prepared by the Advisor and a report prepared by Morningstar Associates LLC, an independent third party consultant, which provided a comparative analysis of each Fund with the performance of similar funds over one, three, five and 10 year periods ended June 30, 2012, as applicable. The Directors noted that the investment performance of most of the Funds was above the average performance of the funds in their respective Morningstar peer groups for multiple periods. The Board concluded that the Adviser should continue to provide investment advisory and management services to the Funds. The Board indicated it would continue to monitor

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Fund investment performance on a regular basis and discuss with the Adviser from time to time any instances of long-term underperformance as appropriate.

The Board considered information in the materials prepared by the Adviser regarding the advisory fees charged to the Funds, advisory fees paid by other funds in the Funds’ respective peer groups, and advisory fees paid to the Adviser under advisory contracts with respect to other institutional clients. The Board noted that although the advisory fees charged by the Adviser to several of the Funds are above the fees paid by peer groups of similar funds, in most cases those Funds had above-average performance for multiple periods and total expenses below or very close to their respective peer group averages. The Board also noted that the advisory fees charged by the Adviser to many of the Funds are higher than the advisory fees charged by the Adviser to certain institutional separate accounts with similar strategies managed by the Adviser, but that the services provided the Funds are more extensive than the services provided to institutional separate accounts.

The Board noted that the total expenses of the Funds are near or below expenses incurred by other funds in their respective peer groups. They considered that the Adviser has agreed to reduce its investment advisory fee or pay the operating expenses of each Fund in order to maintain the overall expense ratios of the Funds at competitive levels (the “Expense Limitations”), that the Adviser had entered into contractual expense limitation agreements with respect to fifteen Funds and the amounts paid or waived by the Adviser pursuant to expense limitations. The Board also considered the costs of services to be provided and profits to be realized by the Adviser and its affiliates from their relationship with the Corporation. Recognizing the difficulty in evaluating a manager’s profitability with respect to the funds it manages in the context of a manager with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board concluded that the profits of the Adviser and its affiliates from their relationship with the Corporation was reasonable. Based on these various considerations, the Board concluded that the contractual management fees of the Funds under the Current Agreement are fair and bear a reasonable relationship to the services rendered.

The Board considered the potential of the Adviser to achieve economies of scale as the Funds grow in size. The Board noted that the Adviser has agreed to the Expense Limitations, which are designed to maintain the overall expense ratio of each of the Funds at a competitive level. The Board also considered the relative advantages and disadvantages of an advisory fee with breakpoints compared to a flat advisory fee supplemented by advisory fee waivers and/or expense reimbursements. The Board concluded that the current fee arrangements were appropriate given the current size and structure of the Corporation and adequately reflected any economies of scale.

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The Board considered ancillary benefits to be received by the Adviser and its affiliates as a result of the relationship of the Adviser with the Corporation, including compensation for certain compliance support services. The Board noted that, in addition to the fees the Adviser receives under the Current Agreement, the Adviser receives additional benefits in connection with management of the Funds in the form of reports, research and other services from brokers and their affiliates in return for brokerage commissions paid to such brokers. The Board concluded that any potential benefits to be derived by the Adviser from its relationships with the Funds are consistent with the services provided by the Adviser to the Funds.

Based on the consideration discussed above and other considerations, the Board, including the Independent Directors, approved continuation of the Current Agreement.

Approval of the New Agreement

Before the September 24 meeting, the Adviser provided materials to the Board for its evaluation of the New Agreement in response to information requested by the Independent Directors, who were advised by independent legal counsel with respect to these and other relevant matters. The Independent Directors also met separately on September 5 and September 10, 2012 with their counsel to consider the information provided and the New Agreement. As a result of those meetings and their other meetings, the Independent Directors unanimously recommended approval of the New Agreement. Discussed below are certain of the factors considered by the Board in approving the New Agreement. This discussion is not intended to be all-inclusive. The Board reviewed a variety of factors and considered a significant amount of information, including information received and considered with respect to continuation of the Current Agreement as described above. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.

In evaluating the New Agreement, the Board, including the Independent Directors, considered the following factors among others.

The Directors considered that it is not anticipated by the Adviser that there will be any material adverse change in the services provided to the Funds or personnel who are engaged in the portfolio management activities for the Fund as a result of the Transaction. In addition, the consensus of the Independent Directors, based on the information presented to them, was that there would be no “unfair burden” on the Funds as a result of the Transaction within the meaning of Section 15(f) of the Investment Company Act. In particular, the Independent Directors noted that the Adviser represented that there is not expected to be an increase in the contractual

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advisory fee applicable to any Fund, or additional compensation paid by the Funds to the Adviser, TCW, or their affiliates, as a result of the Transaction. The Directors considered that the terms of the New Agreement are substantially identical in all material respects to those of the Current Agreement.

On the basis of these and other factors, the Directors concluded that it would be in the best interests of each of the Funds to continue to be advised by the Adviser, and voted unanimously, including the unanimous vote of the Independent Directors present at that meeting, to approve the New Agreement, including the advisory fees proposed in the New Agreement, in respect of each of the Funds for a two-year period commencing immediately following the shareholder approval of the New Agreement and the consummation of the Transaction, and to recommend to shareholders of each Fund that they approve the New Agreement as well.

Section 15(f)

The Board has been informed that the Adviser has agreed to take certain actions to comply with Section 15(f) of the Investment Company Act. Section 15(f) provides a non-exclusive “safe harbor” for an investment adviser or any affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the directors of the Corporation must not be “interested persons” of the Adviser as defined in the Investment Company Act. As of the date of this Proxy Statement, less than 75% of the Board is comprised of Independent Directors. It is expected that, before the consummation of the Transaction, one of the Directors who is an interested person of the Adviser will resign his position as director of the Corporation. Following that resignation, the Corporation will meet the first condition for compliance with Section 15(f) discussed above. Second, an “unfair burden” must not be imposed on a Fund as a result of the Transaction or any express or implied terms, conditions, or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the Transaction whereby an investment adviser or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees forbona fideinvestment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the investment company (other thanbona fide ordinary compensation as principal underwriter for such investment company). The Board has been advised that the Adviser, after due inquiry, does not believe that there will be, and is not aware of, any express or implied term, condition, arrangement, or understanding that would impose an “unfair burden” on the Funds as a result of the change of control of TCW. If the Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvals of the Funds related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting

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expenses, legal fees, and out-of-pocket expenses. If the Transaction is not consummated, it is expected that SGHP and/or its affiliates would bear these costs.

Vote Required and Recommendation

The affirmative vote of a majority of each Fund’s outstanding voting securities (as defined in the Investment Company Act) is required to approve the New Agreement with respect to such Fund. The Investment Company Act defines a vote of a majority of a fund’s outstanding voting securities as the lesser of (i) 67% or more of the voting securities represented at the meeting if more than 50% of the outstanding voting securities are present or represented by proxy,so represented; or (ii) more than 50% of allthe outstanding voting securitiessecurities. If approved by shareholders, the New Agreement will take effect on the consummation of the Fund.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, BELIEVES THAT THE PROPOSAL TO APPROVE THE NEW AGREEMENT IS IN THE BEST INTERESTS OF EACH FUND AND ITS SHAREHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

GENERAL INFORMATION

Other Matters to Come Before the Meeting for action any matters other than those specifically referred to in the foregoing, and in connection with or for the purpose of effecting the same, nor has the management

Management of the Company any such intention. Neither the proxy holders nor the Company’s management is awareCorporation does not know of any matters which mayto be presented by others.at the Meeting other than the matter described in this Proxy Statement. If any other business shallshould properly come before the meeting,Meeting, the proxy holders intend towill vote thereon in accordance with their best judgment.

INFORMATION ABOUT THE ADVISERExpenses

If the Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvals of the Funds related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses. If the Transaction is not consummated, it is expected that SGHP and/or its affiliates would bear these costs.

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Solicitation of Proxies

Solicitation will be primarily by mail, but officers of the Funds or regular employees of the Adviser may also solicit without compensation by telephone, electronic communication, or personal contact. TCW has also retained AST Fund Solutions to assist in the solicitation process.

Adviser

TCW Investment Management Company, with principal offices at 865 South Figueroa Street, Los Angeles, California 90017, acts as the investment adviser to the Funds and generally administers the affairs of the Corporation. The Adviser’s website iswww.tcw.com. Subject to the direction and control of the Board of Directors, the Adviser supervises and arranges the purchase and sale of securities and other assets held in the portfolios of the Funds. The Adviser is a registered investment adviser organized in 1987. The Adviser, together with TCW and its other subsidiaries, managed $127.3 billion of various types of financial assets as of June 30, 2012.

The following table provides the name and principal occupation of each executive officer of the Adviser. The address of each officer and the Chief Executive Officer of the Adviser is c/o TCW Investment Management Company, 865 South Figueroa Street, Los Angeles, California 90017.

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Directors and Officers of the Corporation

The table below lists the current Directors and executive officers of the Corporation.

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Interested Persons of the Corporation and the Funds

Messrs. Baldiswieler, Larkin and Stern, each a Director of the Corporation, are deemed to be “interested persons” of the Corporation and the Funds, as defined in the Investment Company Act, because of their current ownership positions with TCW and

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their management roles with the Adviser and/or its affiliates. Accordingly, they may be considered to have an indirect interest with respect to the Proposal because the Adviser’s advisory services to the Funds would continue if the New Agreement is approved.

Control Persons and Principal Holders of Securities

To the knowledge of the Corporation, as of the Record Date, no current Director of the Corporation owned 1% or more of the outstanding shares of any Fund, and the officers and Directors of the Corporation owned, as a group, less than 1% of the shares of each Fund.

Appendix A to this Proxy Statement lists the persons that, to the knowledge of the Corporation, owned beneficially 5% or more of the outstanding shares of any class of a Fund as of the Record Date. A shareholder who beneficially owns, directly or indirectly, more than 25% of any Fund’s voting securities may be deemed a “control person” (as defined in the Investment Company Act) of the Fund.

Principal Underwriter

The principal underwriter of the Funds’ shares is TCW Funds Distributors (the “Distributor”), an affiliate of the Adviser. The Distributor offers the Funds’ shares to the public on a continuous basis. The address of the AdviserDistributor is 865 South Figueroa Street, Suite 1800, Los Angeles, CaliforniaCA 90017. The Adviser is registered as an investment adviser underDistributor receives no compensation from the Investment Advisers Act of 1940.

Administrator

State Street Bank and principal executive officers, their principal occupations and dates of services are shown below. The address of each director and officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.

Independent Auditor

Deloitte & Touche LLP, located at 350 South Figueroa Street,Grand Avenue, Suite 1800,200, Los Angeles, California 9001790071, serves as distributor to the Company.

The CompanyCorporation is not required to hold annual meetings of shareholders and currently does not intend to hold regular annual shareholders’ meetings. Shareholders wishing to submit proposals for consideration for inclusionsuch meetings unless shareholder action is required in a proxy statement for a subsequent shareholders’ meeting of

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accordance with the Investment 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. Proposals must be received a reasonable time prior to the date of a meeting of shareholdersAct. A shareholder proposal to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. A shareholder who wishes to make a proposalstatement at the nextany subsequent meeting of shareholders without including the proposal in the Company’s proxy statement must notify the Secretary of the Company in writing of such proposalbe submitted within a reasonable time priorbefore the proxy statement for that meeting is mailed. Whether a proposal is submitted in the proxy statement will be determined in accordance with applicable federal and state laws.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. YOU MAY ALSO SUBMIT YOUR PROXY ELECTRONICALLY OR BY TELEPHONE. SPECIFIC INSTRUCTIONS FOR THESE VOTING OPTIONS ARE FOUND ON THE ENCLOSED PROXY FORM.

Michael E. Cahill,

Secretary

[October __], 2012

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APPENDIX A

As of [September __], 2012, to the dateknowledge of management, no person owned beneficially or of record more than 5% of the meeting. If a shareholder fails to give timely notice, then the persons named as proxies in the proxies solicited by the Board for the next meetingoutstanding shares of shareholders may exercise discretionary voting power with respect to any such proposal.

EXHIBIT AAPPENDIX B

THIS AGREEMENT (this “Agreement”) is made as of             the              day of             , 20022013 by and between TCW Investment Management Company,FUNDS, INC., a Maryland corporation (the “Company”), and TCW INVESTMENT MANAGEMENT COMPANY, a California corporation (hereinafter called(the “Adviser”).

WHEREAS, the “Investment Manager”), and SGY Asset Management (Singapore) Ltd. (hereinafter called the “Sub-Adviser”).

WHEREAS, the Investment Manager has entered into an Investment Management Agreement (hereinafter calledAdviser is engaged in the “Investment Management Agreement”) with the Fund wherein the Investment Manager has agreed to providebusiness of providing investment management services to the current Portfolios of the Fundadvice and may provide such services to other Portfolios subsequently established by the Fund; and

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

WHEREAS, the Adviser is willing to perform such services; and

WHEREAS, this Agreement replaces a prior investment management agreement that terminated because of a change of control of the Adviser.

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 services of the Sub-AdviserAdviser to renderact as investment advisory services for the TCW Galileo Asia Pacific Equities Fund, in the manner and on the terms and conditions hereinafter set forth (this Portfolio together with all other Portfolios subsequently established by the Fund with respect to which the Fund will have retained the Investment Manager to render management and investment advisory services under the Investment Management Agreement and with respect to which the Investment Manager desires to retain the Sub-Adviser to render investment advisory services or assistance in the manner and on the terms and conditions hereinafter set forth being collectively referred to as the “Sub-Advisory Portfolios”); and

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(c) The Adviser, subject to the prior approval of the Company’s Board of Directors, may from time to time determineemploy or associate itself with such person or persons as the Adviser may believe to be necessary or usefulparticularly 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 obligations under this Agreement. Without limitingown acts and omissions.

2. Advisory and Management Services. The Adviser, subject to the generalitydirection and supervision of the foregoing,Company’s Board of Directors and in conformity with applicable laws, the staffCompany’s Articles of Incorporation, Bylaws, Registration Statement, Prospectus and personnel of the Sub-Adviser shall be deemed to include persons employed or otherwise retained by the Sub-Adviser to furnish statistical and other factual data, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Investment Manager may desire. The Sub-Adviser shall maintain whatever records as may be required to be maintained by it under the Act. All such records so maintained shall be made available to the Fund, upon the request of the Investment Manager or the Fund. The Sub-Adviser shall provide all account statements and performance or financial reports as required by United States securities laws. The Sub-Adviser acknowledges that cash balances and other assets of the Fund will be held by Custodian bank(s) designated by the Fund.

(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 prescribedof the securities and other investments to be purchased, retained or sold by the DirectorsFund;

(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 Fund. All instructions givenCompany and the Funds that are not maintained by the FundCompany’s transfer agent, custodian, accounting or Investment Managersubaccounting agent, and arrange for officers or employees of the Adviser to serve, without compensation from the Sub-Adviser shall be in writingCompany, as officers, directors or employees of the Company, if desired and sent to the Sub-Adviser’s principal office and shall take effect upon actual receiptreasonably required by the Sub-Adviser.

(e) Pay such expenses as are incurred by it under this Agreement and shall, at its own expense, payin connection with providing the compensation of the officers and employees, if any, of the Fund, employed by the Sub-Adviser, and such clerical help and bookkeepingforegoing services, except as the Sub-Adviser shall reasonably requireprovided in performing its duties hereunder.

3. Company Expenses. The Fund, on behalf of each Sub-Advisory Portfolio,Company assumes and shall pay or cause to be paid all other expenses of the Sub-Advisory Portfolio,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 paid to the Investment Manager;payable in connection therewith; (b) the charges and expenses of any registrar, any custodian sub-custodian or depository appointed by the FundCompany for the safekeeping of the Sub-Advisory Portfolio’s cash, portfolio securities and other property of the

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Funds; (c) the charges and anyexpenses of independent accountants; (d) the charges and expenses of stock transfer orand dividend disbursing agent or agents and registrar or registrars appointed by the Fund; brokers’ commissions chargeableCompany; (e) the charges and expenses of any accounting or subaccounting agent appointed by the Company to provide accounting services to the Sub-Advisory PortfolioFunds; (f) brokerage commissions, dealer spreads, and other costs incurred in connection with proposed or consummated portfolio securities transactions to which the Sub-Advisory Portfolio is a party;transactions; (g) all taxes,faxes, including securities issuance and transfer taxes, and corporate fees payable by the Sub-Advisory PortfolioCompany to federal, state, local or other governmental agencies or pursuant to any foreign laws; the cost and expense of engraving or printing certificates representing shares of the Sub-Advisory Portfolio; all costs and expenses in connection with the registration and maintenance of registration of the Sub-Advisory Portfolio and its shares with the Securities and Exchange Commission and various states and other jurisdictions or pursuant to any foreign laws (including filing fees and legal fees and disbursements of counsel);agencies; (h) the cost and expense of printing (including typesetting) and distributing prospectusesissuing certificates representing securities of the FundCompany; (i) fees involved in registering and supplements thereto tomaintaining registrations of the Sub-Advisory Portfolio’s shareholders;Company under the 1940 Act; (j) all expenses of shareholders’ and Directors’directors’ meetings, and of preparing, printing and mailing proxy statements and reports to shareholders; (k) fees and travel expenses of Directors’ or membersdirectors of any

4. Compensation. As compensation for the services performed by the Sub-Adviser with respect to a Sub-Advisory Portfolio,each Fund, the Investment ManagerCompany shall pay the Sub-AdviserAdviser as soon as practicable after the last day of each month a monthly compensation equalfee for such month computed at an annual rate specified in Schedule A, as may be amended from time to 50% of its monthly compensation receivable pursuant to the Investment Management Agreement. Any subsequent change in the Investment Management Agreement which has the effect of raising or lowering the compensation of the Investment Manager will have the concomitant effect of raising or lowering the fee payable to Sub-Adviser under this Agreement. In addition, if the Investment Manager has undertaken to waive all or a part of its fee under the Investment Management Agreement, the Sub-Adviser’s fee under this Agreement will be proportionately waived in whole or in part.

For the purpose of calculating such fee, the net asset value for a month shall be the average of the net asset values for which the Sub-Adviser provides investment advisory services as determined for each business day of the month. If this Agreement becomes effective after the first day of a month, or terminates before the last day of a month, the foregoing compensation provided shall be prorated.

The Company shall also reimburse the eventAdviser for the operatingorganizational expenses ofincurred by the Sub-Advisory Portfolio, including amounts payable to the Investment Manager pursuant to the Investment Management Agreement, exceed any expense limitations applicable to the Sub-Advisory Portfolio, the Sub-Advisor shall reduce its fee to the extent of 50% of such excess of any expense limitation that may be applicable. The Compensation of the Sub-Adviser is a responsibility of the Investment Manager and not a responsibility of the Fund.

Such organizational expenses shall be amortized by the Sub-Advisory Portfolios, butCompany over five years.

5. Services Not Exclusive. Nothing contained in this Agreement shall prevent the absenceAdviser or any affiliated person of willful misfeasance, bad faith, gross negligencethe Adviser from acting as investment adviser or reckless disregardmanager for any other person, firm or corporation (including any other investment company), whether or not the investment objectives or policies of its obligations hereunder, the Sub-Adviserany such other person, firm or corporation are similar to those of a Fund, and shall not be liable toin any way bind or restrict the Investment Manager or the FundAdviser or any of its investors for any error of judgmentsuch affiliated person from buying, selling or mistake of law or for any act or omission by the Sub-Adviser or for any losses sustained by the Sub-Advisory Portfolios or their investors.

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policies of the Fund, they may be acting. Nothing containeddifferent 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

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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 limithave no authority to act for or restrictrepresent the Sub-Adviser or any affiliated person thereof from so acting or engaging in any other business.

10. Duration and Termination. This Agreement shall become effective upon its execution for a period ofand shall continue in effect until two years andfrom 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, thereafter with respect to each Sub-Advisory Portfolio provided suchits continuance with respect to a Sub-Advisory Portfolio is specifically approved at least annually (a) by the vote of holdersa “majority of a majority, as defined in the Act, of the

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 Sub-Adviser and; (e)Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the Sub-AdviserSecurities and Exchange Commission, or such interpretive positions as may terminate this Agreement withoutbe taken by the payment of penalty on thirty days’ written notice to the FundCommission or its staff under said Act, and the Investment Manager.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 or mailed post-paid, to the other party at the principal office of such party.

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

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