UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 [_]

[_] Confidential, for Use of the
Check the appropriate box: Commission Only (as permitted by
Rule 14a-6(e)(2))

[_] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

TCW GALILEO FUNDS, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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
filing 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
paid previously. Identify the previous filing by registration statement
number, or the 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:

TCW GALILEO FUNDS, INC.
865 South Figueroa Street, Suite 1800
Los Angeles, California 90017

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TCW Galileo Aggressive Growth Equities Fund
TCW Galileo Convertible Securities Fund
TCW Galileo Earnings Momentum Fund
TCW Galileo Flexible Income Fund
TCW Galileo Focused Large Cap Value Fund
TCW Galileo Growth Insights Fund
TCW Galileo Health Sciences Fund
TCW Galileo Large Cap Growth Fund
TCW Galileo Large Cap Value Fund
TCW Galileo Select Equities Fund
TCW Galileo Small Cap Growth Fund
TCW Galileo Small Cap Value Fund
TCW Galileo Technology Fund
TCW Galileo Value Opportunities Fund
TCW Galileo Core Fixed Income Fund
TCW Galileo High Yield Bond Fund
TCW Galileo Money Market Fund
TCW Galileo Mortgage-Backed Securities Fund
TCW Galileo Total Return 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 Japanese Equities Fund
TCW Galileo Latin America Equities Fund
TCW Galileo Select International Equities Fund

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on Tuesday, June 26, 2001

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To the Shareholders of the TCW Galileo Funds, Inc.:

Notice is hereby given that an Annual Meeting of Shareholders of the TCW
Galileo Funds, Inc. (the "Company") will be held on Tuesday, June 26, 2001 at
The Wilshire Grand Hotel, 930 Wilshire Boulevard, Los Angeles, California
90017 at 9:00 A.M. Pacific Daylight Time, for the following purposes:

1. To elect nine directors of the Company, as named in the attached
proxy statement, to serve on the Board of Directors until their
successors have been duly elected and qualified.

2. To approve a new Investment Advisory and Management Agreement for
each of the Funds in the Company.

3. To approve a new Sub-Advisory Agreement for the TCW Galileo Asia
Pacific Equities Fund, the Emerging Markets Equities Fund, the
European Equities Fund, the Japanese Equities Fund, and the Select
International Equities Fund.

4. To take action on other business that may properly come before the
meeting.

Shareholders of record as of the close of business on May 4, 2001 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
To assure your representation at the meeting, please mark, sign and date your
proxy card and return it in the envelope provided after reading the
accompanying proxy statement.

By order of the Board of Directors

PHILIP K. HOLL
Secretary

May 21, 2001

It is requested that you promptly execute the enclosed proxy and return it
in the enclosed envelope, thus enabling the Fund to avoid unnecessary
expense and delay. No postage is required if mailed in the United States.
The proxy is revocable and will not affect your right to vote in person if
you attend the meeting.

TCW GALILEO FUNDS, INC.
865 South Figueroa Street, Suite 1800
Los Angeles, California 90017

ANNUAL MEETING OF SHAREHOLDERS
To be held on Tuesday, June 26, 2001

PROXY STATEMENT

This proxy statement relates to all currently active series (each a "Fund")
of the TCW Galileo Funds, Inc. (the "Company"). The Board of Directors has
fixed the close of business on May 4, 2001, as the record date for
determination of shareholders entitled to notice of and to vote at the Annual
Meeting of Shareholders or any adjournment. This proxy statement and
accompanying proxy card were first mailed to shareholders on or about May 21,
2001. If you held shares of more than one Fund on the record date, you will
receive separate proxy cards for each Fund.

The Board is soliciting proxies from shareholders of each of the Funds with
respect to the following proposals:

1. To elect nine directors of the Company, as named herein, to serve on
the Board of Directors until their successors have been duly elected
and qualified.

2. To approve a new Investment Advisory and Management Agreement for
each of the Funds in the Company.

4. To take action on other business that may properly come before the
meeting.

The Board of Directors solicits and recommends your execution of the
enclosed proxy card. Shares for which a properly signed proxy card is received
will be represented at the meeting and will be voted as instructed on the
proxy card. Shareholders are urged to specify their choices by marking an "X"
in the appropriate box on the proxy card. If no choices are specified, the
shares represented will be voted as recommended by your Board of Directors. A
shareholder may revoke a proxy at any time prior to its exercise by filing a
written instrument revoking the proxy with the Secretary of the Company, or by
submitting a proxy bearing a later date, or by attending and

voting at the meeting. However, attendance at the meeting, by itself, will not
revoke a previously submitted proxy.

1. ELECTION OF THE BOARD OF DIRECTORS

At the meeting, nine directors are to be elected to serve until their
successors have been duly elected and qualified. Unless otherwise instructed,
the proxy holders intend to vote proxies received by them for the nominees
named below. The following schedule sets forth certain information regarding
each nominee for election as director.

Principal Occupation During Shares
Name and Position Past Five Years and Director Beneficially
With the Fund Directorship of Public Companies Since Owned(1)
----------------- -------------------------------- -------- ------------

Marc I. Stern* President and Director, The TCW 1992 691 (4)
Chairman Group, Inc.; Chairman, the 2,092 (5)
Age 56 Adviser; President and Vice 1,850 (6)
Chairman, TCW Asset Management 115,093 (7)
Company; Vice Chairman, Trust 19,823 (8)
Company of the West; Chairman, 23,272 (9)
TCW London International, 37,687 (10)
Limited; Chairman, Apex Mortgage
Capital, Inc.; and Director of
Qualcomm Incorporated
(wireless communications).

Alvin R. Albe, Jr.* President and Director of the 1992 114 (6)
Director and President Adviser; Executive Vice President 1 (7)
Age 47 and Director of TCW Asset 65,876 (9)
Management Company and Trust 736 (11)
Company of the West; and 1,134 (12)
Executive Vice President, The TCW
Group, Inc.; Senior Vice
President, TCW Convertible
Securities Fund, Inc.

Principal Occupation During
Past Five Years and Shares
Name and Position Directorship of Director Beneficially
With the Fund Public Companies Since Owned(1)
----------------- --------------------------- -------- ------------

Thomas E. Larkin, Jr.* Vice Chairman, The TCW Group, 1992 14,263 (4)
Director Inc., Trust Company of the 1,464 (6)
Age 61 West, TCW Asset Management 78,523 (7)
Company and the Adviser; Vice 2,012 (9)
Chairman of the TCW Galileo 4,269 (11)
Funds, Inc.; Member of the
Board of Trustees of the
University of Notre Dame;
Director of Orthopedic Hospital
of Los Angeles; Senior Vice
President, TCW Convertible
Securities Fund, Inc.

John C. Argue Former Senior Partner and of 1992 2,589 (4)
Director(2) Counsel, Argue Pearson Harbison 2,729 (6)
Age 68 & Myers (law firm); Director, 88 (11)
Apex Mortgage Capital, Inc. 5,114 (13)
(real estate investment trust), 3,467 (14)
Avery Dennison Corporation
(manufacturer of self-adhesive
products and office supplies),
Nationwide Health Properties,
Inc. and TCW Convertible
Securities Fund, Inc.; Chairman
of the Rose Hills Foundation,
the Amateur Athletic Foundation
and the University of Southern
California Board of Trustees.

Norman Barker, Jr. Former Chairman of the Board, 1992 0
Director(2) First Interstate Bank of
Age 78 California and Former Vice
Chairman of the Board, First
Interstate Bancorp; Director, ICN
Pharmaceuticals, Inc., TCW
Convertible Securities Fund, Inc.,
and Bank Plus Corp.

Richard W. Call Former President, The Seaver 1994 7,435 (11)
Director(2) Institute (a private foundation);
Age 76 Director, TCW Convertible
Securities Fund, Inc. and The
Seaver Institute. Mr. Call is
currently involved in investment
in emerging market countries.

Matthew K. Fong Since 1999 Mr. Fong has been Of 1999 0
Director(2) Counsel to the Los Angeles based
Age 45 law firm of Sheppard, Mullin,
Richter & Hamilton. From 1995 to
1998, Mr. Fong served as Treasurer
of the State of California. From
1991 to 1994, Mr. Fong was Vice
Chairman of the California State
Board of Equalization,
California's elected tax agency.
Mr. Fong is a director of ESS
Technology, Inc. (computer
hardware and software design) and
American National Title and serves
as a Regent of Pepperdine
University and the Los Angeles
Children's Hospital. Mr. Fong is
also a Lt. Colonel in the U.S. Air
Force Reserves.

Patrick C. Haden Since 1997, General Partner, Nominee 0
Nominee(3) Riordan Lewis & Haden (a venture
Age 48 capital firm); director, Tetra
Tech, Inc., (environmental
consulting) Elkay Plastics Co,
Inc., Financial Pacific Insurance
Group, Inc., and IndyMac Mortgage
Holdings (mortgage banking).

Hon. John A. Gavin Founder and, since 1968, Chairman Nominee 0
Nominee(3) of Gamma Holdings, (international
Age 70 capital consulting firm); Member of
the Latin America Strategy Board of
Hicks, Muse, Tate & Furst
(leveraged buyout firm); Director,
International Wire Group
(electrical wire manufacturer),
KKCF, Inc., (home furnishings
manufacturer) and Apex Mortgage
Capital, Inc. (a REIT); Trustee and
director of certain Merrill Lynch
mutual funds. From 1981 to 1986,
Mr. Gavin was the United States
Ambassador to Mexico.

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Notes:

* Directors who are or may be deemed to be "interested persons" of the Fund
as defined in the Investment Company Act of 1940, as amended (the "1940
Act"). Messrs. Stern, Albe and Larkin are shareholders and directors of
The TCW Group, Inc., and directors of TCW Investment Management Company
("TCW" or the "Adviser").

(1) Direct voting and investment power as of May 14, 2001, except as
otherwise noted in this footnote. As of this date, all officers and
directors of the Company, individually and as a group, beneficially owned
less than 1% of the outstanding shares of any class of the Funds.

(2) Member of the Audit Committee of the Board of Directors.

(3) Messrs. Haden and Gavin have not previously served on the Board of
Directors of the Company.

(4) Select Equities Fund (I-Class)

(5) Earnings Momentum Fund (I-Class)

(6) Small Cap Growth Fund (I-Class)

(7) Money Market Fund (I-Class)

(8) Core Fixed Income Fund (I-Class)

(9) High Yield Bond Fund (I-Class)

(10) Japanese Equities Fund (I-Class)

(11) Aggressive Growth Equities Fund (I-Class)

(12) Emerging Markets Income Fund (I-Class)

(13) Large Cap Value Fund (I-Class)

(14) Select International Equities Fund (I-Class)

Each of the nominees has been unanimously selected and nominated separately,
first by those Directors who are not interested persons of the Company or the
Adviser and then nominated for election by the full Board of Directors.

All non-interested Director nominees have consented to being named in this
Proxy Statement and have indicated their intention to serve if elected. The
Interested Director nominees, Messrs. Stern, Albe and Larkin, have consented
to being named in this Proxy Statement and have indicated their intention to
serve, except that one of them must resign before completion of the
transaction described in Proposal 2 so that the composition of the Board of
Directors will comply with the Section 15(f) safe harbor under the 1940 Act
(discussed in Proposal 2). Should any nominee for Director withdraw or
otherwise become unavailable for reasons not presently known, it is intended
that the proxy holders will vote for the election of such other person or

persons as the Board of Directors may designate. It is not presently
anticipated that any nominee for election will withdraw or otherwise become
unavailable prior to the Meeting.

The Company has adopted an Audit Committee Charter, a copy of which is
attached to this Proxy Statement as Appendix F. The Audit Committee has
received written disclosures and the letter required by Independence Standards
Board No. 1 from its independent public accountant, and has discussed with its
independent public accountant its independence. The Audit Committee has also
reviewed and discussed the audited financial statements with management of the
Company and the Company's independent public accountant, and discussed certain
matters with the Company's independent public accountant addressed by
Statements on Auditing Standards No. 61. Based on the foregoing, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report for the fiscal
year ended October 31, 2000.

The Board of Directors has not designated a nominating committee of the
Board. The Board of Directors has designated the members identified by
footnote (2) to the preceding table as the Audit Committee of the Board. The
Audit Committee makes recommendations to the Board of Directors concerning the
selection of the Company's independent auditors and reviews with such auditors
the results of the annual audit, including the scope of auditing procedures,
the adequacy of internal controls, and compliance by the Company with the
accounting, recording and financial reporting requirements of the 1940 Act.
The Audit Committee also reviews compliance with the Company's Code of Ethics
by the executive officers, Directors and investment personnel of the Adviser.
The Audit Committee held one meeting during the last fiscal year.

During the last fiscal year, the Board of Directors held four meetings. Each
nominee then in office attended more than 75% of the aggregate of (1) the
total number of meetings of the Board of Directors and (2) if a member of the
Audit Committee, the total number of meetings held by such Committee.

The Company pays each Independent Director an annual fee of $35,000 plus a
per meeting fee of $500 for meetings of the Board of Directors or Committees
of the Board of Directors attended by the Director, prorated among the Funds.
The Company also reimburses such Directors for travel and other out-of-pocket
expenses incurred by them in connection with attending such meetings.
Directors and officers of the Company who are employed by the Adviser or an
affiliated company of the Adviser receive no compensation nor expense
reimbursement from the Company.

The following table illustrates the compensation paid to the Company's
independent directors (the "Independent Directors") by the Company for the
fiscal year ended October 31, 2000. Where applicable, the table also
illustrates the compensation paid to the Independent Directors for the
calendar year ended December 31, 2000 by the TCW Convertible Securities Fund,
Inc. ("CVT"). CVT is included solely because the Company's Adviser, TCW
Investment Management Company, also serves as CVT's investment adviser. The
Independent Directors do not receive any pension or retirement benefits from
the Company or CVT. The Interested Directors are omitted from this table
because they receive no compensation directly from the Company.

Aggregate Compensation Total Compensation From
Name of Independent Director From the Company the Company and CVT
- ---------------------------- ---------------------- -----------------------

John C. Argue................... $38,000 $50,000

Norman Barker, Jr............... 38,000 50,750

Richard W. Call................. 37,500 48,750

Matthew K. Fong................. 38,000 38,000

Mr. Fong did not serve on the Board of CVT during 2000, however, he is
currently standing for election to the Board of CVT. Messrs. Haden and Gavin,
current nominees for the Board, are also standing for election to the Board of
Directors of CVT.

The following information relates to the executive officers of the Company
who are not Directors of the Company. The business address of each is 865
South Figueroa Street, Los Angeles, California 90017. Several of the officers
own common stock of The TCW Group, Inc., the parent corporation of the
Adviser.

Name and Position Principal Occupation Officer
with the Fund During Past Five Years(1) Age Since
----------------- ------------------------- --- -------

Michael E. Cahill Managing Director, General Counsel and 50 1992
Senior Vice President, Secretary of the Trust Company of the
General Counsel and West, TCW Asset Management Company, the
Assistant Secretary Adviser and The TCW Group, Inc.
Mr. Cahill is also Secretary of Apex
Mortgage Capital, Inc.

Charles W. Baldiswieler Managing Director of the Adviser, Trust 42 2000
Senior Vice President Company of West, and TCW Asset
Management Company.

Name and Position Principal Occupation Officer
with the Fund During Past Five Years(1) Age Since
----------------- ------------------------- --- -------

Ronald R. Redell Senior Vice President of the Adviser, 30 2001
Senior Vice President Trust Company of the West, and TCW Asset
Management Company since August 2000.
Formerly National Sales Manager with RS
Investment Management (formerly Robertson
Stephens).

Philip K. Holl Senior Vice President, Associate General 51 1994
Secretary Counsel and Assistant Secretary of Trust
Company of the West, TCW Asset Management
Company and the Adviser; Assistant
Secretary of Apex Mortgage Capital, Inc.

Peter C. DiBona Senior Vice President of Trust Company of 42 1998
Treasurer the West, TCW Asset Management Company and
the Adviser; Treasurer of TCW Convertible
Securities Fund, Inc.

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(1) Positions with the TCW Group, Inc. and its affiliates may have changed
over time.

Required Vote

The affirmative votes of a plurality of the votes cast at the meeting are
required to elect each of the Directors.

The Board of the Company, including the Independent Directors, recommends
that shareholders vote "FOR" the nominees under Proposal 1. Unmarked proxies
will be so voted.

2. APPROVAL OF A NEW INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT

Introduction

Since the inception of the Funds, TCW Investment Management Company ("TCW"),
located at 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017, has served as investment adviser to the Funds, most recently pursuant
to an Amended and Restated Investment Advisory and Management Agreement dated
March 1, 1999 (the "Advisory Agreement").

TCW presently serves as investment adviser to 50 investment companies
(including separate series thereof) which are registered under the Investment
Company Act of 1940 (the "1940 Act"), and to a number of other advisory
clients.

TCW is a wholly owned subsidiary of The TCW Group, Inc. ("The TCW Group"), a
Nevada corporation, whose direct and indirect subsidiaries, including Trust
Company of the West and TCW, provide a variety of trust, investment management
and investment advisory services. As of March 31, 2001, TCW and its affiliated
companies had approximately $80 billion under management or committed for
management in various fiduciary and advisory capacities.

The current directors of TCW are Thomas E. Larkin, Jr., Marc I. Stern,
Chairman, and Alvin R. Albe, Jr., President of TCW. Robert A. Day may be
deemed to be a control person of TCW by virtue of the aggregate ownership by
Mr. Day and his family of approximately 25% of the outstanding voting stock of
The TCW Group. Mr. Larkin, 61, is Vice Chairman of The TCW Group and TCW, and
a Vice Chairman of Trust Company of the West. Mr. Stern, 57, is Chairman of
TCW, President and Director of The TCW Group, and a Vice Chairman of Trust
Company of the West. Mr. Albe, 47, is Executive Vice President and Director of
Trust Company of the West, President and Director of TCW, and Executive Vice
President of The TCW Group. The business address of Messrs. Albe, Day, Larkin
and Stern, and of The TCW Group, is 865 South Figueroa Street, Los Angeles,
California 90017.

TCW will undergo a "change in control" as a result of the consummation of
the transaction described below, resulting in the assignment, and therefore
automatic termination, of the Advisory Agreement with respect to each Fund. It
is proposed that TCW continue to serve as

investment adviser of the Funds following completion of the transaction.
Therefore, in connection with the transaction and as required by the 1940 Act,
shareholders of each Fund are being asked in Proposal 1 to approve a new
investment advisory and management agreement (the "New Advisory Agreement")
between the Company and TCW which is substantially identical to the current
Advisory Agreement. The Board recommends that shareholders approve the New
Advisory Agreement, a form of which is attached as Appendix A.

Description of the Transaction

On April 11, 2001, The TCW Group, certain stockholders of The TCW Group, and
Societe Generale, S.A. ("Societe Generale"), Societe Generale Asset
Management, S.A. ("SGAM"), a wholly owned subsidiary of Societe Generale, and
certain other parties entered into an Acquisition Agreement and Plan of
Reorganization (the "Acquisition Agreement") pursuant to which SGAM will
acquire a 70% interest in The TCW Group over the next five years (the
"Transaction"). As a result of this Transaction, Societe Generale will control
The TCW Group and TCW.

The Acquisition Agreement provides for the acquisition of the 70% interest
in The TCW Group by SGAM with payment to be made in Societe Generale shares.
Under the terms of the Acquisition Agreement, the Transaction will be
completed in two main stages. In the first stage, SGAM will acquire a 51%
ownership stake in The TCW Group for Societe Generale shares valued at
approximately $880,000,000. This amount is subject to upward or downward
revision according to formulas in the Acquisition Agreement and based on the
definitive accounting results of The TCW Group for the years 2001 and 2002.

In a second stage, between 2003 and 2006, SGAM has the right to acquire, and
The TCW Group shareholders have the right to put to SGAM, an additional 19% of
The TCW Group shares in four equal annual installments, again paid for with
Societe Generale shares. The acquisitions in the second stage will be priced
according to formulas in the Acquisition Agreement and the definitive
accounting results of The TCW Group for later periods. Generally, the pricing
formulas in the Acquisition Agreement create an incentive for The TCW Group to
grow and increase its earnings. The TCW Group will seek to accomplish this
goal by retaining existing customers and increasing assets under management at
TCW.

The remaining 30% of the shares of The TCW Group will be retained by current
shareholders and will be available for re-circulation to employees

for incentive purposes as Societe Generale repurchases them over time. TCW and
Societe Generale believe that this residual ownership creates an additional
long-term incentive for growth, performance, and service to TCW clients.

In addition to the benefit conferred on holders of shares of The TCW Group,
the Transaction has been designed to allow The TCW Group and TCW to continue
with significant autonomy, while providing support and other benefits from the
Societe Generale Group of companies, as discussed further below. Under the
Acquisition Agreement, during the five years after the closing of the initial
acquisition, Societe Generale has committed up to $25 million per year (up to
a total of $100 million) to invest in new investment vehicles developed by The
TCW Group and approved by the new products committee.

The Acquisition Agreement also provides for mechanisms to retain key
employees of The TCW Group and TCW. In addition to incentive price adjustments
that would benefit shareholders of The TCW Group, a stock option plan and a
retention plan will be established by The TCW Group for the purpose of
retaining and incentivizing selected employees of TCW and The TCW Group. This
retention plan will be funded with $100,000,000 in cash or Societe Generale
shares. Additionally, selected members of senior management will enter into
employment contracts and non-competition and non-solicitation agreements with
terms of four years or more.

The Acquisition Agreement also contemplates that officers of both companies
will sit on the other's board of directors. Robert A. Day, Chairman and CEO of
The TCW Group, will be nominated to become the first American to serve on the
Societe Generale board. Philippe Citerne, Chief Executive Officer of Societe
Generale, and Philippe Collas, Chairman and CEO of SGAM, will sit on the board
of directors of The TCW Group. Further, Marc I. Stern, President of The TCW
Group, and Robert D. Beyer, President of Trust Company of the West, will sit
on the board of directors of SGAM and will also join the executive committee
of SGAM, along with William C. Sonneborn, Executive Vice President of The TCW
Group. Otherwise, the TCW management structure will not change as a result of
the transaction.

The Transaction is expected to be completed on or about June 29, 2001,
although there is no assurance that the Transaction will be completed. Upon
completion of the Transaction, SGAM will hold a separate class of common stock
of The TCW Group that has additional voting rights giving SGAM approximately
80% of the total voting rights in The TCW Group. Completion

of the Transaction is subject to a number of conditions, including, among
others, the receipt of certain regulatory approvals, effectiveness of certain
employment agreements, and the absence of material adverse effects on the
parties. Approval of the New Advisory Agreement by the shareholders of the
Funds is not a condition to the closing of the Transaction. However, failure
to do so may affect the closing price of the Transaction. If the Transaction
is not completed for any reason, the Advisory Agreement will remain in effect.

Interest of Certain Persons in the Transaction

Certain Executive Officers and Directors of the Company have a financial
interest in the Transaction. Messrs. Albe, Larkin and Stern (the "Interested
Directors") and Messrs. Cahill and Baldiswieler and Ms. Lord (the "Executive
Officers") are shareholders of The TCW Group, and upon consummation of the
Transaction will receive shares of Societe Generale in exchange for a portion
of their interests in The TCW Group.

Upon consummation of the Transaction, Messrs. Stern and Albe will each enter
into an employment agreement for a term of at least four years after the
closing of the Transaction. Each Interested Director and Executive Officer
will continue to receive employment related compensation from TCW. A stock
option plan and a retention plan will be established by TCW prior to the
closing of the Transaction. TCW will determine, subject to approval by Societe
Generale, the terms and conditions of such stock option plan, including the
type and amount of securities subject to the plan, their exercise price, and
pricing and vesting terms. The retention plan, funded by $100,000,000 in cash
or Societe Generale stock, is designed to retain and incentivize selected
employees of TCW. Representatives of Societe Generale and TCW will mutually
agree on the participants and the amounts to be allocated under the plans,
which may or may not include Executive Officers of the Company.

As a result of the direct and indirect interests in the Transaction and in
TCW, including any employment arrangements with TCW, each of the Interested
Directors and Executive Officers may be deemed to have a substantial interest
in shareholder approval of the New Advisory Agreement.

Post-Transaction Structure and Operations

Upon completion of the Transaction, Societe Generale will control The TCW
Group and its subsidiaries, including TCW. Operationally, TCW is expected to
remain independent and to be the exclusive asset management platform of the
Societe Generale Group in the United States. In this regard,

TCW will coordinate its activities with SGAM. To permit the provision of
advisory services to non-U.S. clients of SGAM and other advisory clients of
the Societe Generale Group, TCW personnel, including personnel with portfolio
management responsibility for the Funds, may become affiliated with SGAM or
other Societe Generale-controlled firms. TCW also may call upon the research
capabilities and resources of SGAM and its advisory affiliates in connection
with providing investment advice to its clients. The TCW Group and TCW will
continue to operate in the United States under their existing names and from
their current offices.

Description of Societe Generale and Its Affiliates

Societe Generale, S.A., a publicly traded company founded in 1864 and based
in Paris, France, is the lead company in the Societe Generale Group, which is
one of Europe's leading banking groups. The Group maintains its focus on three
primary business lines: retail banking; corporate and investment banking; and
asset management and private banking. The Group's strategy is to develop
businesses with superior revenue flows within retail banking, asset management
and private banking in order to guarantee steady earnings growth, to continue
to enhance the profitability of its corporate and investment banking
activities, to seize any opportunities offered by the internet to increase
market share more quickly and cut costs, and to pursue a strategy of
partnerships with European banks that share Societe Generale's vision of the
banking industry. As of March 31, 2001, SGAM had assets under management of
more than $150 billion. After completion of the Transaction, it is expected
that TCW and SGAM will have over $230 billion under management based on
current market valuations. Societe Generale's address is 29, boulevard
Haussman, 75009, Paris, France.

The Societe Generale Group includes over 69,000 staff members in 500 offices
in 75 countries spread across five continents. As of December 31, 2000,
Societe Generale's major shareholders, in addition to its group of employees
and former employees, included the CGNU Group, plc (a UK insurance group
holding 6.75% of the share capital and 7.73% of the voting rights), Banco
Santander Central Hispano, S.A. (a Spanish banking group holding 5.93% of the
share capital and 5.25% of the voting rights), and Meiji Life Insurance
Company (a Japanese life insurance company holding 3.25% of the share capital
and 5.76% of the voting rights). As of that same date, employees and former
employees of the Societe Generale Group held, through an employee stock
ownership program, 7.35% of the share capital of Societe Generale and 12.45%
of the voting power.

Following completion of the Transaction, Societe Generale and companies in
the Societe Generale Group, including, but not limited to, certain broker-
dealers such as SG Cowen Securities Corporation, Fimat USA, Inc., Santander
Investment Securities Inc., Santander Securities, SG Securities Asia
International Holdings Ltd., SG Securities Johannesburg, Societe Generale
Investments (UK) Ltd., SG Securities Madrid, and Fimatex (collectively, the
"Affiliated Brokers"), may be considered to be affiliated persons of TCW. Once
the Transaction is completed, absent an SEC exemption or other relief, the
Funds generally would be precluded from effecting principal transactions with
the Affiliated Brokers, and its/their ability to purchase securities being
underwritten by an Affiliated Broker or to utilize the Affiliated Brokers for
agency transactions would be subject to limitations. TCW does not believe that
the applicable limitations on transactions with the Affiliated Brokers
described above will materially adversely affect its ability, post-closing, to
provide services to the Funds, the Funds' ability to take advantage of market
opportunities, or the Funds' overall performance.

Anticipated Impact of the Transaction on Management of the Funds

The Societe Generale Group has a long track record of acquiring successful
businesses, then allowing those businesses to flourish by leaving the
management and decision-making authority intact at the firms. To that end, The
TCW Group will remain intact and operationally autonomous, functioning as a
stand-alone unit of the Societe Generale Group and the exclusive asset
management platform in the United States. TCW believes that Societe Generale
is committed to the people and processes that have led to TCW's success over
the years. Accordingly, TCW believes that the Transaction should have no
immediate impact, other than as already noted above, on the management of the
Funds or TCW's capacity to provide the type, quality, or quantity of services
that it currently provides, and that the Funds should continue to receive the
same high quality of service after the Transaction. As discussed below,
however, TCW believes that the Transaction offers the potential to enhance
significantly its future ability to deliver quality investment advisory
services.

Specifically, TCW does not anticipate that the Transaction will result in
personnel changes affecting the management or the administration of, or TCW's
relationship with, the Funds, including those responsible for TCW's regulatory
compliance program. Further, although TCW's Advisory Agreement with respect to
the Funds will terminate as a result of the Transaction, the New Advisory
Agreement that is being proposed is

substantively identical to that currently in effect. In particular, the
investment management fees payable to TCW, the services to be provided by TCW,
and TCW's obligations and duties under that Agreement will remain unchanged.
TCW will bear all the expenses of the Company in preparing and mailing any
necessary proxy materials or other shareholder communications in connection
with the Transaction, including the expenses of any necessary proxy
solicitation services.

The Benefits of the Transaction

TCW anticipates that the Transaction with Societe Generale will benefit TCW
and the Company in a variety of ways, including the following:

. TCW's investment expertise will be enhanced by this combination
because of the business experience and relationships that Societe
Generale has built around the globe, particularly in Europe. TCW's
access to European markets and business opportunities will be
greatly enhanced by Societe Generale's experience and relationships.
The combined global resources of Societe Generale and TCW will allow
TCW to take advantage of growth opportunities in the global
marketplace.

. SGAM currently has a team of global investment professionals that
manages more than $150 billion in assets. Opportunities for
synergies among these professionals and TCW's investment
professionals will provide an excellent opportunity for furthering
TCW's global investment expertise.

. The combination will provide additional career opportunities for TCW
professionals, furthering TCW's ability to attract and retain the
best people.

. The combination with an organization with the size and resources of
the Societe Generale Group will provide TCW with the enhanced
opportunity to obtain additional capital and other resources to
improve the quality of services TCW is able to provide.

Section 15(f) of the 1940 Act

Section 15(f) provides a non-exclusive safe harbor for an investment adviser
to an investment company 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 satisfied. First, an "unfair burden" must not be
imposed on investment company clients of the adviser as a result

of the transaction, or any express or implied terms, conditions or
understandings applicable to the transaction. The term "unfair burden" (as
defined in the 1940 Act) includes any arrangement during the two-year period
after the change of control whereby the investment adviser (or its predecessor
or successor adviser), or any "interested person" (as defined in the 1940 Act)
of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from such an investment company or its security
holders (other than fees for bona fide investment advisory or other services)
or from any other person in connection with the purchase or sale of securities
or other property to, from, or on behalf of, such investment company. The
Board has been advised that TCW is aware of no circumstances arising from the
Transaction that might result in an unfair burden being imposed on the
Company. The second condition of Section 15(f) is that during the three-year
period after the change of control, at least 75% of each such investment
company's board of directors must not be "interested persons" (as defined on
the 1940 Act) of the investment adviser undergoing the change of control (or
predecessor or successor adviser). It is anticipated that the composition of
the Company's Board will satisfy this condition prior to the closing of the
Transaction. Societe Generale and each of the other parties to the Agreement
have agreed to use reasonable best efforts to ensure compliance with Section
15(f) as it applies to the Transaction during the applicable time periods.

The Contracts

The Advisory Agreement

TCW has served as investment adviser to each Fund since its inception. The
Advisory Agreement, dated March 1, 1999, was last submitted for approval by
shareholders at a special meeting on February 10, 1999 for the purpose of
approval of an Amended and Restated Investment Advisory and Management
Agreement. The shareholders of the TCW Galileo Select International Equities
Fund last approved a change in the advisory fee rate in conjunction with the
amendment of that Fund's investment policies at a special meeting of
shareholders of that Fund on December 8, 2000. If the Transaction is not
consummated, TCW will continue to serve as adviser to the Funds under the
current Advisory Agreement. The Advisory Agreement was last approved by the
Board, including a majority of the Directors who are not parties to the
Advisory Agreement or interested persons of any such party, at a meeting held
on February 21, 2001.

Under the terms of the Advisory Agreement, TCW is responsible for making
investment decisions and placing orders for the purchase and sale of each
Fund's investments directly with the issuers or with brokers or dealers

selected by TCW at its discretion. TCW also furnishes to the Board, which has
overall responsibility for the business and affairs of the Funds, periodic
reports on the investment performance of the Funds.

TCW is obligated to manage each Fund in accordance with applicable laws and
regulations. The investment advisory services of TCW to each Fund are not
exclusive under the terms of the Advisory Agreement. TCW is free to, and does,
render investment advisory services to others.

Consistent with the requirements of the 1940 Act, the Advisory Agreement
provides that TCW generally is not liable to the Funds for any error in
judgment, mistake of law, or otherwise, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of TCW's duties
or by reason of its reckless disregard of its obligations and duties under the
Advisory Agreement.

The Advisory Agreement may be terminated by the Company without penalty upon
60 days' notice by the Board or by a vote of the holders of a majority of the
Funds' outstanding shares voting as a single class, or upon 60 days' notice by
TCW. As noted above, the Advisory Agreement terminates automatically in the
event of its "assignment" (as defined in the 1940 Act).

TCW receives a monthly fee from the Funds at an annual rate based on average
daily net assets of the Funds as set forth in Appendix B, which also sets
forth the aggregate advisory fees paid to TCW during the Funds' last fiscal
year. Information about TCW, its principal executive officer and directors,
TCW's other investment company clients, and TCW's brokerage policies is
presented in Appendix C.

The New Advisory Agreement

The New Advisory Agreement is substantially identical to the Advisory
Agreement. As noted previously, TCW does not anticipate that the Transaction
will cause any reduction in the quality or types of services now provided to
the Funds or have an adverse effect on TCW's ability to fulfill its
obligations to the Funds. No change is anticipated in the investment
philosophies and practices currently followed by the Funds. There will be no
change in advisory fees for the Funds. TCW has advised the Company that it
currently anticipates that the same persons responsible for management of the
Funds under the Advisory Agreement will continue to be responsible for
management of the Funds under the New Advisory Agreement.

At the April 30, 2001 meeting of the Board, the New Advisory Agreement was
approved unanimously by the Board at an in-person meeting called for the
purpose of acting on the New Advisory Agreement, including a majority of the
Directors who are not parties to the New Advisory Agreement or "interested
persons" (as defined in the 1940 Act) of any such party (other than as
Directors of the Company). The New Advisory Agreement, as approved by the
Board, is submitted for approval by the shareholders of the Funds. The New
Advisory Agreement must be voted upon by each Fund to which it pertains.

If the New Advisory Agreement is approved by shareholders of a Fund, it will
take effect immediately upon the closing of the Transaction. The New Advisory
Agreement will remain in effect for two years from the date it takes effect
and, unless earlier terminated, will continue from year to year thereafter,
provided that such continuance is approved annually by (i) the Board or by the
vote of a majority of the outstanding voting securities of the Fund, and, in
either case, (ii) a majority of the Directors who are not parties to the New
Advisory Agreement or "interested persons" of any such party (other than as
Directors of the Company).

Evaluation by the Board of Directors

The Board has determined that, in approving the New Advisory Agreement on
behalf of the Funds, the Company can best assure itself that services
currently provided to the Funds by TCW, its officers and employees, will
continue without interruption after the Transaction. The Board believes that,
like the Advisory Agreement, the New Advisory Agreement will enable the Funds
to obtain high quality services at a cost that is appropriate, reasonable, and
in the best interests of each Fund and its shareholders.

In determining whether it was appropriate to approve the New Advisory
Agreement and to recommend approval to shareholders, the Board, including the
Directors who are not parties to the New Advisory Agreement or interested
persons of such parties, considered various materials and representations
provided by TCW, including information concerning the continued employment of
senior management and investment professionals by TCW after the Transaction,
and was advised by independent legal counsel with respect to these matters.

Information considered by the Directors included, among other things, the
following: (1) TCW's representation that the same persons currently
responsible for management of the Funds currently are expected to continue to
manage the Funds under the New Advisory Agreement, thus helping to

ensure continuity of management; (2) the compensation to be received by TCW
under the New Advisory Agreement is the same as the compensation paid under
the Advisory Agreement, which the Board previously has determined to be fair
and reasonable; (3) TCW's representation that it will not seek to increase the
rate of advisory fees paid by the Funds for a period of at least two years
following the Transaction; (4) the commonality of the terms and provisions of
the New Advisory Agreement with the terms of the Advisory Agreement; (5)
representations made by TCW concerning the potential impact of affiliated
brokerage relationships on its ability to provide services to the Funds, and
on the Funds' ability to engage in portfolio transactions; (6) representations
made by TCW that synergies among Societe Generale's and TCW's operations could
produce benefits to shareholders through expansion of TCW's investment
expertise and investment research capabilities and the enhanced resources
expected to be available to TCW; (7) the nature and quality of the services
rendered by TCW under the Advisory Agreement; (8) the results achieved by TCW
for the Funds; (9) the high quality of the personnel, operations, financial
condition, investment management capabilities, methodologies, and performance
of TCW; (10) TCW's representation that the Funds will not bear any of the
costs arising as a result of the Transaction, including the expense of the
preparation and mailing of proxy materials or any proxy solicitation services
utilized in connection with this matter.

Based upon its review, the Board determined that, by approving the New
Advisory Agreement, the Funds can best be assured that services from TCW will
be provided without interruption and without change. The Board also determined
that the New Advisory Agreement is in the best interests of each Fund and its
shareholders. Accordingly, after consideration of the above factors, and such
other factors and information it considered relevant, the Board unanimously
approved the New Advisory Agreement and voted to recommend its approval by
each Fund's shareholders.

In addition to consideration of the New Advisory Agreement, the Board
considered and approved a new Distribution Agreement between the Company and
TCW Brokerage Services (the "Distributor") with respect to the Funds pursuant
to which the Distributor will act as principal underwriter of the Company's
shares. This was necessary because the current Distribution Agreement will
terminate upon consummation of the Transaction. Similarly, the Board
authorized the Distributor to enter into new agreements with participating
dealers in the Funds' shares pursuant to which payments under the Funds' Rule
12b-1 distribution plans are made.

Required Vote

The affirmative vote of a majority of each Fund's outstanding voting
securities (as defined in the 1940 Act) is required to approve the New
Advisory Agreement with respect to each Fund. The 1940 Act defines a vote of a
majority of a fund's outstanding voting securities as the lesser of (a) 67% or
more of the shares represented at the meeting if more than 50% of the shares
entitled to vote are so represented, or (b) more than 50% of the shares
entitled to vote.

In the event that, due to adjournments of the Annual Meeting of
Shareholders, the Transaction is consummated before shareholders approve the
New Advisory Agreement, the Board, including a majority of the Directors who
are not parties to the Advisory Agreement or the New Advisory Agreement, or
interested persons of any such party, has authorized an interim advisory
contract which has the same terms as the current Advisory Agreement. Pursuant
to Rule 15a-4 under the 1940 Act, this interim contract may continue in effect
for up to 150 days after the automatic termination of the current Advisory
Agreement, and investment management fees would be held in an escrow account
pending shareholder approval of the New Advisory Agreement, after which such
fees would be paid to the Adviser. In the event the New Advisory Agreement is
not approved by the Fund's shareholders, the Board will consider appropriate
action.

The Board of the Company, including the Independent Directors, recommends
that shareholders vote "FOR" approval of the New Advisory Agreement as
provided under Proposal 2. Unmarked proxies will be so voted.

3. APPROVAL OF A NEW SUB-ADVISORY AGREEMENT FOR CERTAIN FUNDS ONLY:
TCW Galileo Asia Pacific Equities Fund
TCW Galileo Emerging Markets Equities Fund
TCW Galileo European Equities Fund
TCW Galileo Japanese Equities Fund
TCW Galileo Select International Equities Fund

Introduction

TCW has retained, at its sole expense, TCW London International, Limited
("TCW London") to act as a sub-adviser to the TCW Galileo Asia Pacific
Equities Fund, the Emerging Markets Equities Fund, the European Equities Fund,
the Japanese Equities Fund, and the Select International Equities Fund
(collectively, the "Sub-Advised Funds"). TCW London is organized under the
laws of England and regulated by the Investment Management Regulatory
Organisation (IMRO). TCW London is a wholly owned subsidiary of The TCW Group
with its principal office located at 16 Charles II Street, London SW1Y 4QV
England, London, England. TCW London provides the Sub-Advised Funds with
investment advice and portfolio management services subject to the overall
supervision of TCW.

As a sub-adviser to the Sub-Advised Funds, TCW London identifies and
analyzes industries and individual issuers of securities, provides analyses of
economic and political trends and developments and their potential effect on
international securities markets and the Sub-Advised Funds' investments,
monitors regulatory and procedural developments occurring in international
securities markets, and reviews and analyzes the Sub-Advised Funds'
international investments.

At meetings of the Board held on April 30, 2001, the Directors, including
all of the Directors who are not parties to the Advisory Agreement or
interested persons of any such party, unanimously approved as in the best
interest of shareholders, and voted to recommend that the shareholders of the
Funds approve, a proposal to adopt a new sub-advisory contract (the "New Sub-
Advisory Agreement") effective upon consummation of the Transaction.

Shareholders of the Sub-Advised Funds are being asked to approve the New
Sub-Advisory Agreement with TCW London. Societe Generale's purchase of a
portion of The TCW Group in the Transaction described above in Proposal 2 will
constitute an "assignment" (as defined in the 1940 Act) of TCW's current
Amended and Restated Sub-Advisory Agreement with TCW London (the "Sub-Advisory
Agreement"). As required by the 1940

Act, the Sub-Advisory Agreement provides for its automatic termination in the
event of an assignment. Accordingly, the Sub-Advisory Agreement will terminate
upon the consummation of the Transaction and the proposal to adopt a New Sub-
Advisory Agreement is being proposed to enable TCW London to continue to
manage the Sub-Advised Fund's international investments, subject to the
overall supervision of TCW.

The Sub-Advisory Agreement and the New Sub-Advisory Agreement

The terms of the proposed New Sub-Advisory Agreement are substantially
identical to the terms of the existing Sub-Advisory Agreement. TCW, and not
the Sub-Advised Funds, pays a portion of the fee it receives from the Sub-
Advised Funds to TCW London as compensation for TCW London's sub-advisory
services to the Sub-Advised Funds. The stated sub-advisory fee to be paid by
TCW is identical under the proposed New Sub-Advisory Agreement and the
existing Sub-Advisory Agreement. All the terms described below with respect to
the proposed Sub-Advisory Agreement were contained in the existing contract.

The following summary of the New Sub-Advisory Agreement is qualified by
reference to the form of the New Sub-Advisory Agreement attached to this proxy
statement as Appendix E.

The sub-advisory services to be provided by TCW London to the Sub-Advised
Funds under the New Sub-Advisory Agreement are identical to those provided by
TCW London under the existing Sub-Advisory Agreement. Pursuant to the terms of
the Sub-Advisory Agreement, TCW London provides each Sub-Advised Fund with
investment advisory services, including evaluations relating to the economy,
foreign currency matters, securities and commodities markets and individual
securities and commodities. Further TCW London assists TCW in the management
of the assets in the Sub-Advised Funds, including placing of purchase and sale
orders on behalf of the Sub-Advised Funds. However, TCW is not required to
utilize the services of TCW London with respect to any specific or minimum
percentage of the assets of the Sub-Advised Funds.

For its services, TCW London is entitled to a sub-advisory fee from TCW. The
Sub-Advised Funds have no responsibility to pay any fee to TCW London. The
method and rate for calculating the sub-advisory fee will be the same under
the proposed New Sub-Advisory Agreement as under the existing Sub-Advisory
Agreement. Under both the existing and proposed agreements, TCW pays TCW
London a fee at an annual rate expressed as a percentage of the net assets for
which TCW London renders investment advisory services

Annual
Name of Fund Fee Rate
------------ --------

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 Japanese Equities Fund.................................. 0.75%
TCW Galileo Select International Equities Fund...................... 0.75%

There will be no increase in the sub-advisory fee rate in connection with
the Transaction. If the proposed New Sub-Advisory Agreement had been in effect
for the Sub-Advised Funds' most recently completed fiscal year, the amount of
sub-advisory fees payable to TCW London by TCW would have been identical to
those payable under the existing Sub-Advisory Agreement.

The aggregate amount of investment sub-advisory fees paid by TCW to TCW
London during the most recently completed fiscal year for each of the Sub-
Advised Funds is set forth in Appendix B to this proxy statement. The existing
Sub-Advisory Agreement is dated as of November 22, 1995. The date that the
existing Sub-Advisory Agreement was most recently submitted to shareholders
for approval and the purpose for such submission is also set forth in notes to
Appendix B.

Under the Sub-Advisory Agreement and New Sub-Advisory Agreement, TCW London
shall not be liable to TCW or the Company or shareholders for any error of
judgment or mistake of law or for any act or omission by the TCW London or for
any losses sustained by the Sub-Advised Funds or their investors, except in
the presence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations under the agreement.

If approved by shareholders of the Sub-Advised Funds, the proposed New Sub-
Advisory Agreement will become effective upon completion of the Transaction
and will continue in effect for two years and thereafter will continue from
year to year subject to annual approval by the Board of Directors in the same
manner as the existing Sub-Advisory Agreement. The proposed New Sub-Advisory
Agreement terminates if assigned (as defined in

the 1940 Act) and may be terminated without penalty by either party, by vote
of the Board of Directors or by vote of a majority of the outstanding voting
securities of a Sub-Advised Fund, upon 30 days written notice.

Evaluation by the Board of Directors

The Board has determined that, in approving the New Sub-Advisory Agreement
on behalf of the Sub-Advised Funds, the Company can best assure itself that
services currently provided by TCW London, its officers and employees, will
continue without interruption after the Transaction. The Board believes that,
like the Sub-Advisory Agreement, the New Sub-Advisory Agreement will enable
the Sub-Advised Funds to obtain high quality services at a cost that is
appropriate, reasonable, and in the best interests of each Fund and its
shareholders.

In determining whether it was appropriate to approve the New Sub-Advisory
Agreement and to recommend approval to shareholders, the Board, including the
Directors who are not parties to the New Sub-Advisory Agreement or interested
persons of such parties, considered various materials and representations
provided by TCW and TCW London, including information concerning the continued
employment of senior management and investment professionals by TCW London
after the Transaction, and was advised by independent legal counsel with
respect to these matters.

Information considered by the Directors included, among other things, the
following: (1) TCW London's representation that the same persons currently
responsible for management of the Sub-Advised Funds are expected to continue
to manage the Funds under the New Sub-Advisory Agreement, thus helping to
ensure continuity of management; (2) the compensation to be received by TCW
London under the New Sub-Advisory Agreement is the same as the compensation
paid under the Sub-Advisory Agreement, which the Board previously has
determined to be fair and reasonable; (3) TCW London's representation that it
will not seek to increase the rate of sub-advisory fees paid by the Funds for
a period of at least two years following the Transaction; (4) the commonality
of the terms and provisions of the New Sub-Advisory Agreement with the terms
of the Sub-Advisory Agreement; (5) representations made by TCW London
concerning the potential impact of affiliated brokerage relationships on its
ability to provide services to the Sub-Advised Funds, and on the Funds'
ability to engage in portfolio transactions; (6) the representations by TCW
London that synergies among Societe Generale's and TCW London's operations
could produce benefits to shareholders through expansion of TCW London's
investment expertise and

investment research capabilities and the enhanced resources expected to be
available to TCW London; (7) the nature and quality of the services rendered
by TCW London under the Sub-Advisory Agreement; (8) the results achieved by
TCW London for the Funds; (9) the high quality of the personnel, operations,
financial condition, investment management capabilities, methodologies, and
performance of TCW London; (10) TCW's representation that the Funds will not
bear any of the costs arising as a result of the Transaction, including the
expense of the preparation and mailing of proxy materials or any proxy
solicitation services utilized in connection with this matter.

The Board of Directors considered the proposal at an in-person meeting
called for the purpose of acting on the new Sub-Advisory Agreement on April
30, 2001. Based upon its review, the Board determined that, by approving the
New Sub-Advisory Agreement, the Sub-Advised Funds can best be assured that
services from TCW London will be provided without interruption and without
change. Further, the Board, including the Directors who are not parties to the
New Sub-Advisory Agreement or interested persons of such parties, unanimously
concluded that the terms of the proposed New Sub-Advisory contract for the
Sub-Advised Funds are reasonable, fair and in the best interests of the Funds
and their shareholders. The Board, by a unanimous vote cast at the meeting,
approved and voted to recommend to the shareholders of the Sub-Advised Funds
that they approve the New Sub-Advisory Agreement.

Required Vote

The affirmative vote of a majority of each Sub-Advised Fund's outstanding
voting securities (as defined in the 1940 Act) is required to approve the New
Sub-Advisory Agreement with respect to each Sub-Advised Fund. The 1940 Act
defines a vote of a majority of a fund's outstanding voting securities as the
lesser of (a) 67% or more of the shares represented at the meeting if more
than 50% of the shares entitled to vote are so represented, or (b) more than
50% of the shares entitled to vote.

In the event that, due to adjournments of the Annual Meeting of
Shareholders, the Transaction is consummated before shareholders approve the
New Sub-Advisory Agreement, the Board, including a majority of the Directors
who are not parties to the Advisory Agreement or the New Advisory Agreement,
or interested persons of any such party, has authorized an interim sub-
advisory contract which has the same terms as the current Sub-Advisory
Agreement. Pursuant to Rule 15a-4 under the 1940 Act, this interim contract
may continue in effect for up to 150 days after the automatic

termination of the current Advisory Agreement and Sub-Advisory Agreement, and
investment management fees would be held in an escrow account pending
shareholder approval of the New Sub-Advisory Agreement after which such fees
would be paid to the Sub-Adviser. In the event the New Advisory Agreements are
not approved by the Funds' shareholders, the Board will consider appropriate
action.

The Board of the Company, including the Independent Directors, recommends
that shareholders vote "FOR" approval of the New Sub-Advisory Agreement as
provided under Proposal 3. Unmarked proxies will be so voted.

4. OTHER MATTERS

The proxy holders have no present intention of bringing 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 of the Fund any such intention. Neither the proxy
holders nor the management of the Fund is aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.

INDEPENDENT AUDITORS

The Board of Directors (including a majority of directors who are not
interested persons of the Company as that term is defined in the 1940 Act)
selected the firm of Deloitte & Touche LLP ("Deloitte") as independent
auditors for the Company for the fiscal year ending October 31, 2001. The
engagement of such independent auditors is conditioned upon the right of the
Company, by vote of a majority of its outstanding voting securities, to
terminate such employment forthwith without any penalty. Representatives of
Deloitte are expected to be present at the meeting, with the opportunity to
make a statement if they desire to do so, and such representatives are
expected to be available to respond to any appropriate questions from
shareholders.

Audit Fees. The aggregate fees paid to Deloitte in connection with the
annual audit of the Company for the fiscal year ended October 31, 2000 was
$402,477.

Financial Information Systems Design and Implementation Fees. There were no
fees billed for financial information systems design and implementation
services rendered by Deloitte to the Company, the Adviser, and entities
controlling, controlled by or under common control with the Adviser that
provide services to the Company for the fiscal year ended October 31, 2000.

All Other Fees. The aggregate fees billed for all other non-audit services,
including fees for tax-related services, rendered by Deloitte to the Company,
the Adviser, and entities controlling, controlled by or under common control
with the Adviser, that provide services to the Company was $10,000 for the
fiscal year ended October 31, 2000. The Audit Committee has considered whether
the provision of non-audit services is compatible with maintaining the
independence of Deloitte.

VOTING AND OTHER INFORMATION

Voting Information

The Board of Directors has fixed the close of business on May 4, 2001 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders or any adjournment. Each share of a
Fund is entitled to vote with respect to proposals on which that Fund's
shareholders are entitled to vote, with fractional votes for fractional
shares.

At the close of business on the record date, the following number of shares
of the Funds, representing the corresponding number of votes, were
outstanding:

Total
Number of
Shares
I Class N Class Outstanding
TCW Galileo Fund Name: Shares Shares (Votes)
---------------------- ----------- ---------- -----------

Aggressive Growth Equities Fund............. 8,856,145 2,058,972 10,915,117
Convertible Securities Fund................. 5,825,546 N/A 5,825,546
Earnings Momentum Fund...................... 1,420,707 N/A 1,420,707
Flexible Income Fund........................ N/A 202,704 202,704
Focused Large Cap Value Fund................ N/A 104,499 104,499
Growth Insights Fund........................ N/A 142,651 142,651
Health Sciences Fund........................ N/A 50,001 50,001
Large Cap Growth Fund....................... 1,374,024 28,426 1,402,450
Large Cap Value Fund........................ 10,175,242 303,292 10,478,534
Select Equities Fund........................ 41,377,525 10,784,200 52,161,725
Small Cap Growth Fund....................... 8,532,769 4,600,786 13,133,555
Small Cap Value Fund........................ 104,780 N/A 104,780
Technology Fund............................. N/A 151,683 151,683
Value Opportunities Fund.................... 8,810,276 668,148 9,478,424
Core Fixed Income Fund...................... 7,952,019 41,426 7,993,445
High Yield Bond Fund........................ 34,421,413 55,969 34,477,382
Money Market Fund........................... 281,661,985 N/A 281,661,985
Mortgage-Backed Securities Fund............. 5,311,850 N/A 5,311,850
Total Return Mortgage-Backed
Securities Fund........................... 8,958,285 31,286 8,989,571
Asia Pacific Equities Fund.................. 1,402,872 N/A 1,402,872
Emerging Markets Equities Fund.............. 4,235,775 N/A 4,235,775
Emerging Markets Income Fund................ 4,332,879 N/A 4,332,879
European Equities Fund...................... 2,422,040 26,217 2,448,257
Japanese Equities Fund...................... 1,277,826 N/A 1,277,826
Latin America Equities Fund................. 156,122 N/A 156,122
Select International Equities Fund.......... 4,473,994 N/A 4,473,994

As of May 4, 2001, the record date, the persons owning of record or
beneficially 5% or more of the shares of the Funds are set forth in
Appendix D. As of the record date, the Directors and officers of the Company
owned less than 1% of its outstanding shares of common stock.

The presence at the meeting, in person or by proxy, of one-third of the
issued and outstanding voting shares of each Fund is required to constitute a
quorum at the meeting. Proxies that reflect abstentions or broker non-votes
(i.e. proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other person entitled to
vote shares on a particular matter with respect to which such brokers or
nominees do not have discretionary power) will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Assuming the presence of a quorum, abstentions and broker non-votes
will have the effect of a "no" vote for Proposals 2 and 3. Abstentions and
broker non-votes will not be counted in favor of, but will have no other
effect on the vote for Proposal 1 which requires the approval of a plurality
of the shares of the Company voted at the Meeting. Pursuant to the rules and
policies of the New York Stock Exchange (the "Exchange"), members of the
Exchange may vote on the proposals to be considered at the Meeting without
instructions from the beneficial owners of the Fund's shares. Shares
represented by improperly marked proxy cards will be treated as abstentions.

Timely, properly executed proxies will be voted as instructed by
shareholders. If no choices are specified, the shares represented will be
voted as recommended by your Board of Directors. A shareholder may revoke a
proxy at any time prior to its exercise by written notice addressed to the
Secretary of the Company, or by submitting a proxy bearing a later date, or by
attending and voting at the meeting. However, attendance at the meeting, by
itself, will not revoke a previously submitted proxy.

Cost and Method of Proxy Solicitation

The cost of soliciting proxies for this Annual Meeting of Shareholders,
consisting principally of printing and mailing expenses, will be borne by TCW
Investment Management Company. PFPC Global Fund Services has been retained to
assist with proxy solicitation activities. TCW will bear the cost of these
services which is estimated at $75,000. The solicitation of proxies will be by
mail, which may be supplemented by solicitation by mail, the Internet,
telephone, facsimile, telegram, personal interview or otherwise through
officers and employees of the Company and its investment adviser or
distributor without special compensation therefore. Banks, brokerage houses,
nominees and other fiduciaries will be requested to forward the proxy

soliciting materials to the beneficial owners and obtain authorization for the
execution of proxies. The Company may reimburse brokers, banks and other
fiduciaries for postage and reasonable expenses incurred by them in the
forwarding of proxy material to beneficial owners of common stock.

Shareholders may sign and mail the proxy card(s) received with the proxy
statement or may give voting instructions via touchtone telephone by following
the instructions enclosed with the proxy card.

Other Information

Investors Bank & Trust Company, 200 Clarendon Street, Boston,
Massachusetts 02116, serves as the administrator of the Company. TCW Brokerage
Services, 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017
serves as distributor to the Company.

Shareholder Proposals

The Company does not hold regular 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. Proposals must be
received a reasonable time prior to the date of a meeting of shareholders 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 proposal at the next
meeting of shareholders without including the proposal in the Company's proxy
statement must notify the Secretary of the Company in writing of such proposal
within a reasonable time prior to the date 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 meeting of shareholders may exercise
discretionary voting power with respect to any such proposal.

Adjournment

In the event that the necessary quorum to transact business at the meeting
is not obtained, or a quorum is present at the meeting but 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 propose 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 in person or by proxy. If the necessary quorum is not
obtained, the persons named as proxies will vote in favor of the adjournment.
If a quorum is present, the persons named as proxies will vote in favor of
such adjournment those shares which they are entitled to vote which have voted
in favor of such proposals, and they will vote against any such adjournment
those proxies which have voted against any of such proposals. 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.

By Order of the Board of Directors

PHILIP K. HOLL
Secretary

May 21, 2001

Please complete, date and sign the enclosed proxy and return it promptly
in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the
United States.

A copy of the Company's most recent Annual Report is available without
charge upon request by writing the Company at 865 South Figueroa Street,
Suite 1800, Los Angeles, California 90017 or telephoning it at 1-800-
FUND-TCW.

APPENDIX A

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

THIS AGREEMENT (this "Agreement") is made as of , 2001 by
and between TCW GALILEO FUNDS, INC., a Maryland corporation (the "Company"),
and TCW INVESTMENT MANAGEMENT COMPANY, 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.

A-1

(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;

(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

A-2

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 A, 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.

A-3

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

A-4

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

A-5

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: ________________________________

_______________________________________
Secretary

A-6

TCW INVESTMENT
MANAGEMENT COMPANY

By: ________________________________

Attest By: ________________________________

________________________________________
Secretary

A-7

SCHEDULE A

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 Select International Equities Fund....... 0.75%

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 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 Small Cap Value Fund..................... 1.00%

TCW Galileo Value Opportunities Fund................. 0.80%

TCW Galileo Flexible Income Fund..................... 0.75%

TCW Galileo Focused Large Cap Value Fund............. 0.65%

TCW Galileo Growth Insights Fund..................... 0.90%

TCW Galileo Health Sciences Fund..................... 0.90%

TCW Galileo Technology Fund.......................... 1.00%

A-8

APPENDIX B

ADVISORY FEES

TCW currently receives a monthly investment advisory fee from the Funds at
an annual rate based on average daily net assets of the Funds as set forth
below. TCW received the indicated aggregate advisory fees from the Funds
during the fiscal year that ended October 31, 2000.

TCW has agreed to reduce its investment advisory fee or to pay the ordinary
operating expenses to the extent necessary to limit each Fund's ordinary
operating expenses to an amount not to exceed the trailing monthly expense
ratio average for comparable funds as calculated by Lipper Inc.

Aggregate
Advisory Fees
For
the Fiscal
Fee Year Ended
Fund(s) Rate 10/31/2000
- ------- ---- -------------

TCW Galileo Funds
Aggressive Growth Equities Fund......................... 1.00% $2,744,000
Convertible Securities Fund............................. 0.75% $ 463,000
Flexible Income Fund.................................... 0.75% $ 0(1)
Focused Large Cap Value Fund............................ 0.65% $ 0(1)
Growth Insights Fund.................................... 0.90% $ 0(1)
Health Sciences Fund.................................... 0.90% $ 0(1)
Earnings Momentum Fund.................................. 1.00% $ 304,000
Large Cap Growth Fund................................... 0.55% $ 166,000
Large Cap Value Fund.................................... 0.55% $ 487,000
Select Equities Fund.................................... 0.75% $3,770,000
Small Cap Growth Fund................................... 1.00% $4,430,000
Small Cap Value Fund.................................... 1.00% $ 3,000(2)
Technology Fund......................................... 1.00% $ 0(1)
Value Opportunities Fund................................ 0.80% $ 311,000
Core Fixed Income Fund.................................. 0.40% $ 239,000
High Yield Bond Fund.................................... 0.75% $1,544,000
Money Market Fund....................................... 0.25% $ 591,000
Mortgage-Backed Securities Fund......................... 0.50%* $ 322,000
Total Return Mortgage-Backed Securities Fund............ 0.50% $ 408,000
Asia Pacific Equities Fund.............................. 1.00% $ 190,000(3)
Emerging Markets Equities Fund.......................... 1.00% $ 570,000(3)
Emerging Markets Income Fund............................ 0.75% $ 782,000
European Equities Fund.................................. 0.75% $ 528,000(3)

B-1

Aggregate
Advisory Fees
For
the Fiscal
Fee Year Ended
Fund(s) Rate 10/31/2000
- ------- ---- -------------

Japanese Equities Fund..................................... 0.75% $392,000(3)
Latin America Equities Fund................................ 1.00% $ 40,000
Select International Equities Fund......................... 0.75% $ 0(4)

- ------------
* TCW has voluntarily waived a portion of its advisory fee reducing it to
0.35% through December 31, 2001.

(1) These Funds commenced operations after October 31, 2000.

(2) For the fiscal period June 14, 2000 to October 31, 2000.

(3) As sub-advisor, TCW London received from TCW the following amounts:
$190,000 Asia Pacific Equities Fund; $334,000 Emerging Markets Equities
Fund; $528,000 European Equities Fund; $392,000 Japanese Equities Fund.
The Sub-Advisory Agreement was last submitted for approval by
shareholders of the Emerging Markets Equities Fund at a special meeting
on November 1, 1995 for the purpose of initial approval of the Agreement.
The Sub-Advisory agreement was last approved by the Board, including a
majority of the Directors who are not parties to the Advisory or Sub-
Advisory Agreements, on interested persons of any such party, at a
meeting held on February 21, 2001.

(4) The Select International Equities Fund operated as a fund of funds until
March 1, 2001 and did not pay a separate advisory fee.

B-2

APPENDIX C

INFORMATION ABOUT TCW

The address of TCW is at 865 South Figueroa Street, Suite 1800, California
90017. TCW is registered as an investment adviser under the Investment
Advisers Act of 1940.

TCW's directors and principal executive officers, their principal
occupations and dates of service are shown below. The address of each director
and officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017.

Name
Length of Service Position and Principal Occupation
----------------- ---------------------------------

Alvin R. Albe, Jr. .. TCW Investment Management Company--Director, President
1991-Present & Chief Executive Officer; The TCW Group, Inc.--
Executive Vice President; Trust Company of the
West--Director & Executive Vice President; TCW Asset
Management Company--Director & Executive Vice
President; TCW Convertible Securities Fund, Inc.--
Senior Vice President; TCW Galileo Funds, Inc.--
President and Director; TCW London International,
Limited--Director and Executive Vice President

Michael E. Cahill.... TCW Investment Management Company--Managing Director,
1991-Present General Counsel & Secretary; The TCW Group, Inc.--
Managing Director, General Counsel and Secretary;
Trust Company of the
West--Managing Director, General Counsel &
Secretary; TCW Asset Management Company--Director,
Managing Director, General Counsel & Secretary; TCW
Convertible Securities Fund, Inc.--General Counsel &
Assistant Secretary; TCW Galileo Funds, Inc.--Senior
Vice President, General Counsel & Assistant
Secretary; Apex Mortgage Capital, Inc.--Secretary;
TCW London International, Limited--Director,
Managing Director, Vice President and Assistant
Secretary

C-1

Name
Length of Service Position and Principal Occupation
----------------- ---------------------------------

David S. DeVito........ TCW Investment Management Company--Managing Director,
1993-Present Chief Financial Officer & Assistant Secretary; The
TCW Group, Inc.--Managing Director, Chief Financial
Officer & Assistant Secretary; Trust Company of the
West--Managing Director, Chief Financial Officer &
Assistant Secretary; TCW Asset Management Company--
Managing Director, Chief Financial Officer &
Assistant Secretary; Apex Mortgage Capital, Inc.--
Controller; TCW London International, Limited--
Managing Director and Chief Financial Officer

Thomas E. Larkin, Jr. . TCW Investment Management Company--
1977-Present Director and Vice Chairman; The TCW Group, Inc.--
Director & Vice Chairman; Trust Company of the
West--Director & Vice Chairman; TCW Asset
Management Company--Director & Vice Chairman; TCW
Convertible Securities Fund, Inc.--Senior Vice
President; TCW Galileo Funds, Inc.--Director & Vice
Chairman

Hilary G.D. Lord....... TCW Investment Management Company--Managing Director,
1987-Present Chief Compliance Officer & Assistant Secretary; The
TCW Group, Inc.--Managing Director, Chief
Compliance Officer & Assistant Secretary; Trust
Company of the West--Managing Director, Chief
Compliance Officer; TCW Asset Management Company--
Managing Director & Chief Compliance Officer; TCW
Convertible Securities Fund, Inc.--Senior Vice
President & Assistant Secretary; TCW Galileo Funds,
Inc.--Assistant Secretary

C-2

Name Position and
Length of Service Principal Occupation
----------------- --------------------

William C. Sonneborn. TCW Investment Management Company--Executive Vice
1998-Present President & Assistant Secretary; The TCW Group,
Inc.--Executive Vice President & Assistant
Secretary; Trust Company of the West--Executive Vice
President & Assistant Secretary; TCW Asset
Management Company--Executive Vice President &
Assistant Secretary; TCW London International,
Limited--Executive Vice President and Assistant
Secretary

Marc I. Stern........ TCW Investment Management Company--Director, Chairman;
1992-Present The TCW Group, Inc.--Director, President; Trust
Company of the West--Director & Vice Chairman; TCW
Asset Management Company--Vice Chairman & President;
Apex Mortgage Capital, Inc.--Director, Chairman of
the Board; TCW Galileo Funds, Inc.--Director,
Chairman; Qualcomm, Inc.--Board Member; TCW London
International, Limited--Director and Chairman

TCW London International, Limited

The address of TCW London International, Limited ("TCW London"), is 16
Charles II Street, London SW1Y 4QV England.

C-3

TCW London's directors and principal executive officers, their principal
occupations and dates of service are shown below. The address of each director
and officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017.

Name
Length of Service Position and Principal Occupation
----------------- ---------------------------------

Javier W. Baz........ TCW London International, Limited--Director, President
1994-Present & Chief Executive Officer; TCW Investment Management
Company--Managing Director, Chief Investment
Officer--International & Chairman, International
Asset Allocation Committee; Trust Company of the
West--Managing Director, Chief Investment Officer--
International & Chairman, International Asset
Allocation Committee; TCW Asset Management Company--
Director, Managing Director, Chief Investment
Officer--International & Chairman, International
Asset Allocation Committee

Ernest O. Ellison.... TCW London International, Limited--Director, Vice
1971-Present Chairman; TCW Investment Management Company--
Chairman, Investment Policy Committee; The TCW
Group, Inc.--Director, Vice Chairman; Trust Company
of the West--Director, Vice Chairman & Chairman,
Investment Policy Committee; TCW Asset Management
Company--Chairman, Investment Policy Committee; TCW
Convertible Securities Fund, Inc.--Director,
Chairman & President

Damon P. de Laszlo... TCW London International, Limited--Director; The TCW
1981-Present Group, Inc.--Director; Harwin PLC--Director, Chief
Executive Officer

Sian A. Lloyd(1)..... TCW London International, Limited--Vice President &
1993-Present Compliance Officer; TCW Asset Management Company--
Vice President

Alvin R. Albe, Jr. .. See above listing of TCW officers and directors

Michael E. Cahill.... See above listing of TCW officers and directors

C-4

Name
Length of Service Position and Principal Occupation
----------------- ---------------------------------

David S. DeVito...... See above listing of TCW officers and directors

William C. Sonneborn. See above listing of TCW officers and directors

Marc I. Stern........ See above listing of TCW officers and directors

- ------------
(1) The address of Ms. Lloyd is 16 Charles II Street, London SW1Y 4QV
England.

Other Investment Company Clients

TCW serves as investment adviser or sub-adviser to the following investment
companies, at the fee rates set forth below, which had the indicated net
assets at March 31, 2001.

Approximate
Assets (in
Millions as
Name of Fund Advisory Fee Rate of 3/31/01)
------------ ----------------- -----------

TCW Convertible Annual rate of 0.75% of the first $306.8
Securities Fund, Inc. $100 million of average weekly net
(NYSE:CVT) assets and 0.50% of average net assets
in excess of $100 million.

Sub-advised funds
Allmerica Investment 0.85% of the average daily net assets $ 28.3
Trust--Select not exceeding $100 million; and 0.75%
Strategic Growth Fund on assets exceeding $100 million.

Consulting Group Capital 0.40% of the average daily net assets $415.0
Markets Funds--Large not exceeding $500 million; and 0.35%
Capitalization Growth on assets exceeding $500 million.
Investments

Enterprise Accumulation 0.40% of the average daily net assets $366.3
Trust--Equity not exceeding $1 billion; and 0.30% on
Portfolio assets exceeding $1 billion.

Enterprise Group of 0.40% of the average daily net assets $121.8
Funds, Inc.--Equity not exceeding $100 million; and 0.30%
Portfolio on assets exceeding $100 million.

C-5

Approximate
Assets (in
Millions as
Name of Fund Advisory Fee Rate of 3/31/01)
------------ ----------------- -----------

Enterprise Group of 0.30% of the average daily net assets $158.1
Funds, Inc.-- not exceeding $50 million; 0.25% on
Government Securities assets exceeding $50 million.
Portfolio

Frank Russell Investment 0.45% of average daily net assets. $ 8.6
Company--Select Growth
Fund

The Glenmeade Fund, 0.60% of average daily net assets. $ 49.6
Inc.--Small
Capitalization Growth
Portfolio

Liberty All-Star Equity 0.40% of the average weekly net assets $215.6
Fund, Inc. (closed- up to $400 million; 0.36% of the
end) average weekly net assets of the next
$400 million; 0.324% of the average
weekly assets of the next $400 million;
and 0.292% thereafter.

Liberty All-Star Equity 0.30% of average daily net assets. $ 12.5
Fund--Variable Series

Liberty All-Star Growth 0.40% of average weekly net assets up $ 39.0
Fund, Inc. (closed- to $300 million; 0.36% thereafter.
end)

MSDW Mid-Cap Equity 0.75% of the average daily net assets $938.8
Trust not exceeding $500 million; 0.725% of
next $1.5 billion; 0.70% of next
$1 billion; and 0.675% of average daily
net assets exceeding $3 billion.

TCW receives 40% of above.

MSDW North American 0.65% of average daily assets not $ 97.4
Government Income exceeding $500 million; 0.60% on assets
Trust exceeding $500 million.

TCW receives 40% of above.

C-6

Approximate
Assets (in
Millions as
Name of Fund Advisory Fee Rate of 3/31/01)
------------ ----------------- -----------

MSDW Small Cap Growth 1.00% of average daily assets not $444.2
Fund exceeding $1.5 billion; and 0.95%
thereafter.

TCW receives 40% of above.

MSDW Total Return Trust 0.75% of average daily net assets not $664.4
exceeding $500 million; and 0.725%
thereafter.

TCW receives 40% of above.

MSDW Select Dimensions 1.25% of average daily net assets. $ 11.5
Investment Series--The TCW receives 40% of above.
Emerging Markets
Portfolio

MSDW Select Dimensions 0.625% of average daily net assets not $ 73.0
Investment Series--The exceeding $500 million; and 0.60%
Mid-Cap Growth thereafter.
Portfolio

TCW receives 40% of above.

MSDW Select Dimensions 0.65% of average daily net assets. $ 6.9
Investment Series-- TCW receives 40% of above.
The North American
Government Securities
Portfolio

TCW/DW Term Trust 2002 0.26% of average weekly net assets. $395.9
(closed-end)

TCW/DW Term Trust 2003 0.26% of average weekly net assets. $855.5
(closed-end)

Touchstone Strategic 0.50% of average daily net assets. $ 0(*)
Trust--Emerging Growth
Fund

Touchstone Variable 0.50% of average daily net assets. $ 0(*)
Series Trust--Emerging
Growth Fund

C-7

Approximate
Assets (in
Millions as
Name of Fund Advisory Fee Rate of 3/31/01)
------------ ----------------- -----------

Vantagepoint Funds-- 0.70% of average daily net assets on $667.6
Growth Stock Fund first $25 million; 0.50% on next
$25 million; 0.45% of next $50 million;
0.40% of next $400 million; and 0.35%
thereafter.

Vantagepoint Funds-- 0.73% of average daily net assets on $217.9
Aggressive first $100 million; 0.69% on next $100
Opportunities Fund million; and 0.67% thereafter.

(*) Management did not commence until 5/1/2001

Brokerage Policies

TCW Investment Management Company ("TCW") is responsible for placement of
each Fund's portfolio transactions and the negotiation of prices and
commissions, if any, with respect to such transactions. Consistent with its
policy of securing best execution, in selecting broker-dealers and negotiating
any commissions or prices involved in Fund transactions, TCW considers the
range and quality of the professional services provided by such firms.
Brokerage services include the ability to most effectively execute large
orders without adversely impacting markets and positioning securities in order
to enable TCW to effect orderly purchases or sales for a Fund. Accordingly,
transactions will not always be executed at the lowest available commission.

Consistent with the conduct Rule of the National Association of Securities
Dealers, Inc., and subject to seeking the most favorable price and execution
available and such other policies as the Board of Directors/Trustees may
determine, TCW may consider sales of shares of a Fund as a factor in the
selection of broker-dealers to execute the Fund's portfolio transactions. In
addition, TCW may effect transactions which cause the Fund to pay commission
or net prices in excess of a commission or net price which another broker-
dealer would have charged if TCW first determines that such commission or net
price is reasonable in relation to the value of the brokerage and research
services provided by the broker-dealer.

Research services include such items as reports on industries and companies,
economic analyses and review of business conditions, portfolio

C-8

strategy, analytic computer software, account performance services, computer
terminals and various trading and/or quotation equipment. They also include
advice from broker-dealers as to the value of securities and availability of
securities, buyers and sellers. In addition, they include recommendations as
to purchase and sale of individual securities and timing of transactions.

TCW maintains an internal allocation procedure to identify those broker-
dealers who have provided TCW with research services and endeavors to place
sufficient transactions with them to ensure the continued receipt of research
services TCW believes are useful. When TCW receives products or services that
are used both for research and other purposes such as corporate administration
or marketing, it makes a good faith allocation. While the non-research portion
will be paid in cash by TCW, the portion attributable to research may be paid
through brokerage commissions. Research services furnished by broker-dealers
may be used in providing services for any or all of the clients of TCW, as
well as clients of affiliated companies, and may be used in connection with
accounts other than those which pay commissions to the broker-dealers
providing the research services.

C-9

APPENDIX D

As of May 4, 2001, the following persons owned of record or beneficially 5%
or more of the following Funds:

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Emerging Markets Income Fund--I Class
Maine State Retirement System............................ 1,286,515.13* 29.69%
State Office Building
State House Station #46
Augusta ME 04333-0001

University of Pittsburgh................................. 334,907.70 7.73%
Endowment Fund
2409 Cathedral of Learning 24th Fl
Pittsburgh PA 15260

Kresge Foundation........................................ 258,274.85 5.96%
Attn Ed Hunia
3215 W Big Beaver Rd
Troy MI 48084-2818

City of Tallahassee...................................... 375,700.48 8.67%
City Hall
300 S Adams St
Tallahassee FL 32301-1731

Hook Investments LLC..................................... 269,313.97 6.22%
C/O HM International Inc
5810 E Skelley Dr Ste 1000
Tulsa OK 74135-6431

Bank of America Cust..................................... 1,411,834.45* 32.58%
FBO William Barron Hilton
Charitable Remainder Unitrust
A/C 10-10-4227590740
PO Box 831575
Dallas TX 75283-1575

D-1

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Asia Pacific Equities Fund--I Class
Northern Trust Co Cust.................................. 1,125,621.55* 80.24%
FBO Sobrato Development Co No 910
a/c 2605725
801 South Canal
PO Box 92956
Chicago IL 60675-00001

Emerging Markets Equities Fund--I Class
Worcester Polytechnic Institute......................... 809,599.18 19.11%
100 Institute Rd
Worcester MA 01609-2247

Fleet National Bank Cust................................ 300,902.71 7.10%
University of Massachusetts
Attn# 0002788070
PO Box 92800
Rochester NY 14692-8900

Chase Manhattan Bank Cust............................... 543,763.07 12.84%
FBO Via Health Pension Plan
PO Box 1412
Rochester NY 14603-1412

City of Southfield Fire &............................... 666,092.21 15.73%
Police Retirement System
26000 Evergreen Rd
Southfield MI 48076-4453

Kim E Witmer TTEE....................................... 381,030.06 9.00%
FBO Salk Institute
PO Box 85800
San Diego CA 92186-5800

Bank of America Cust.................................... 708,765.58 16.73%
FBO William Barron Hilton
Charitable Remainder Unitrust
A/C 10-10-4227590740
PO Box 831575
Dallas TX 75283-1575

D-2

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Small Cap Growth Fund--I Class
The University of Tennessee............................. 696,086.43 8.16%
Office of The Treasurer
Knoxville TN 37996-0001

Small Cap Growth Fund--N Class
Fidelity Investments Institutional**.................... 1,154,402.34* 25.09%
Operations Co Cust
FBO Certain Employee Benefit Plans
100 Magellan Way # KWLC
Covington KY 41015-1987

National Financial Services Corp........................ 341,895.06 7.43%
For The Exclusive Benefit
of Our Customers
Attn Mutual Funds Dept 5th Fl
200 Liberty St
New York NY 10281-1003

Merrill Lynch Pierce**.................................. 1,202,091.72* 26.13%
Fenner & Smith Inc
For The Sole Benefit of Its Clients
4800 Deer Lake Dr E Bldg One
Jacksonville FL 32246-6484

Prudential Securities Inc Cust**........................ 253,009.80 5.50%
Special Custody Ac FBO Clients
Attn Mutual Funds
1 New York Plz
New York NY 10292-0001

Charles Schwab & Co Inc**............................... 980,162.88 21.30%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

D-3

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------- -------

Money Market Fund--I Class
Saxon And Co........................................... 75,247,483.00* 26.72%
PO Box 7780-1888
Philadelphia PA 19182-0001

TCW Capital Investment Corporation..................... 15,766,371.99 5.60%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

Childrens Hospital of L A.............................. 34,343,663.81 12.19%
Consolidated Funds
Attn Nan Root Mail Stop 21
PO Box 54700
Los Angeles CA 90054-0700

Core Fixed Income Fund--I Class
Carolyn Dirks & Clyde Tritt Tr......................... 461,894.28 5.81%
Joseph B Gould Foundation
101 Convention Center Dr Ste 675
Las Vegas NV 89109-2095

Cedars-Sinai Medical Center............................ 630,184.40 7.92%
Attn Talma Zelitzki
8700 Beverly Blvd
Los Angeles CA 90048-1804

GW & EG Mead Foundation................................ 670,293.26 8.43%
PO Box 2218
Napa CA 94558-0221

Saint Johns Health..................................... 601,739.43 7.57%
Center Foundation
Attn Robert O Klein
1328 22nd St
Santa Monica CA 90404-2032

Bank of America Cust................................... 3,288,769.24* 41.36%
FBO William Barron Hilton
Charitable Remainder Unitrust
A/C 10-10-4227590740
PO Box 831575
Dallas TX 75283-1575

D-4

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------- -------

Core Fixed Income Fund--N Class
Donaldson Lufkin Jenrette**............................ 2,499.77 6.03%
Securities Corporation Inc
PO Box 2052
Jersey City NJ 07303-2052

Charles Schwab & Co Inc**.............................. 8,885.03 21.45%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

High Yield Bond Fund--I Class
Maine State Retirement System.......................... 11,724,575.95* 34.06%
State Office Building
State House Station #46
Augusta ME 04333-0001

City of Tallahassee.................................... 3,579,575.42 10.40%
City Hall
300 S Adams St
Tallahassee FL 32301-1731

First Insurance Company of Hawaii...................... 2,224,396.21 6.46%
Attn Paul W Kopsky Jr
C/O Conning Asset Management Co
700 Market St
Saint Louis MO 63101-1829

High Yield Bond Fund--N Class
National Financial Services Corp**..................... 12,674.36 22.65%
For The Exclusive Benefit
of Our Customers
Attn Mutual Funds Dept 5th Fl
200 Liberty St
New York NY 10281-1003

Charles Schwab & Co Inc**.............................. 42,342.56* 75.65%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

D-5

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Total Return Mortgage-Backed Securities Fund--I Class
BOST & Co................................................. 2,216,982.27 24.75%
A/C #Cwcf0012002
Attn Mutual Funds Ops
PO Box 3198
Pittsburgh PA 15230-3198

Mac & Co A/C Fspf8631262.................................. 2,221,698.17 24.80%
Attn Mutual Funds Operations
PO Box 3198
Pittsburgh PA 15230-3198

Mac & Co Gcif2000092...................................... 732,978.10 8.18%
Attn Mutual Funds Operations
PO Box 3198
Pittsburgh PA 15230-3198

Mac & Co Gekf1000092...................................... 1,518,536.96 16.95%
Attn Mutual Funds Operations
PO Box 3198
Pittsburgh PA 15230-3198

Cedars Sinai Medical Center............................... 656,847.57 7.33%
Defined Benefit Pension Plan
Attn Talma Zelitzki
Steven Spielberg Bldg
8700 Beverly Blvd
Los Angeles CA 90048-1804

Total Return Mortgage-Backed Securities Fund--N Class
National Financial Services Corp**........................ 18,396.33* 58.80%
For The Exclusive Benefit
of Our Customers
Attn Mutual Funds Dept 5th Fl
200 Liberty St
New York NY 10281-1003

National Investor Services Corp**......................... 3,280.76 10.49%
For The Exclusive Benefit
of Our Customers
55 Water St Fl 32
New York NY 10041-3299

D-6

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Michael D Brandt &........................................ 2,513.27 8.03%
Janet C Brandt JTWROS
3210 Grandview Blvd
Madison WI 53713-3440

Charles Schwab & Co Inc**................................. 2,871.65 9.18%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Mortgage Backed Securities Fund--I Class
The College Fund.......................................... 304,130.93 5.73%
UNCF Building Reserve Fund S/T
8260 Willow Oaks Dr
PO Box 10444
Fairfax VA 22031-8044

The College Fund/UNCF Campaign 2000....................... 412,943.24 7.77%
8260 Willow Oaks Dr
PO Box 10444
Fairfax VA 22031-8044

The College Fund/UNCF Endowed............................. 897,752.89 16.90%
Scholarships Fund
8260 Willow Oaks Dr
PO Box 10444
Fairfax VA 22031-8044

United Negro College Fund................................. 534,322.22 10.06%
Reserve Account
8260 Willow Oaks Corporate Dr
Fairfax VA 22031-4513

Mac & Co.................................................. 2,573,716.76* 48.45%
A/C Clsf5049522
Mutual Funds Operations
PO Box 3198
Pittsburgh PA 15230-3198

D-7

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Select Equities Fund--I Class
Charles Schwab & Co Inc**................................ 9,689,245.36 23.42%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Select Equities Fund--N Class
IMS & Co**............................................... 853,140.99 7.91%
For The Exclusive Benefit of Customers
PO Box 3865
Englewood CO 80155-3865

Charles Schwab & Co Inc**................................ 5,878,732.19* 54.51%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Smith Barney Corp Trust Co Ttee.......................... 619,872.77 5.75%
Smith Barney 401k Advisor Gp Trust
Two Tower Center
PO Box 1063
East Brunswick NJ 08816-1063

Latin America Equities Fund--I Class
Carla A Hills............................................ 27,196.06 17.42%
3215 Chain Bridge Road NW
Washington DC 20016

Henry Kravis Ttee Raymond &.............................. 58,855.53* 37.70%
Bessie Kravis Fndtn U/A/D 11-25-91
C/O Kohlberg Kravis Roberts & Co
Mr James Goldrick
9 W 57th St
New York NY 10019

Gerald P Gibson Ttee..................................... 26,475.57 16.96%
Gibson Co Profit Sharing Plan
PO Box 519
Seagoville TX 75159-0519

D-8

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Consuelo Zobel Alger Foundation......................... 23,876.75 15.29%
110 N Hotel St
Honolulu HI 96817-5002

Earnings Momentum Fund--I Class
United Jewish Communities Inc........................... 487,179.49* 34.29%
111 Eighth Ave (11e)
New York NY 10011-5201

State Street Bank Tr.................................... 774,321.73* 54.50%
02/1995
Goldman Sachs Pension Plan
200 Newport Ave
North Quincy MA 02170

Whitney Museum of American Art.......................... 88,650.44 6.24%
945 Madison Ave
New York NY 10021-2701

Aggressive Growth Equities Fund--I Class
Charles Schwab & Co Inc**............................... 617,346.78 6.97%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

BNY Western Trust Company Cust.......................... 517,269.89 5.84%
FBO Santa Barbara Cottage Hospital
Attn Team 1
700 S Flower St Ste 200
Los Angeles CA 90017-4104

Aggressive Growth Equities Fund--N Class
Fidelity Investments Institutional**.................... 1,127,913.63* 54.78%
Operations Co Cust
FBO Certain Employee Benefit Plans
100 Magellan Way # KWLC
Covington KY 41015-1987

D-9

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Charles Schwab & Co Inc**.................................. 396,841.25 19.27%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Convertible Securities Fund--I Class
Maine State Retirement System.............................. 1,390,333.18 23.87%
State Office Building
State House Station #46
Augusta ME 04333-0001

Kresge Foundation.......................................... 347,153.32 5.96%
Attn Ed Hunia
3215 W Big Beaver Rd
Troy MI 48084-2818

Daniel J Donohue Living Trust.............................. 357,314.06 6.13%
Trust Company of The West
C/O Joseph Magpayo
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

City of Tallahassee........................................ 511,624.99 8.78%
City Hall
300 S Adams St
Tallahassee FL 32301-1731

Buck Foundation............................................ 350,659.34 6.02%
666 Camino Aguajito Ste 301
Monterey CA 93940-3654

Value Opportunities Fund--I Class
BOST & Co.................................................. 668,449.20 7.59%
A/C Rrtf8424002
Mutual Fund Operations
PO Box 3198
Pittsburgh PA 15230-3198

Northern Trust Tr.......................................... 514,704.83 5.84%
FBO Rayonier Inc
Master Retirement Trust
Ac 2273297
PO Box 92956
Chicago IL 60675-2956

D-10

Charles Schwab & Co Inc**.................................. 678,239.76 7.70%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Tifkat, L.P. .............................................. 664,046.86 7.54%
Arco Center
1055 W 7th St Ste 2500
Los Angeles CA 90017-2551

Value Opportunities Fund--N Class
National Financial Services Corp**......................... 77,988.91 11.67%
For The Exclusive Benefit
of Our Customers
Attn Mutual Funds Dept 5th Fl
200 Liberty St
New York NY 10281-1003

National Investor Services Corp**.......................... 39,708.83 5.94%
For The Exclusive Benefit
of Our Customers
55 Water St Fl 32
New York NY 10041-3299

IMS & Co**................................................. 75,179.31 11.25%
For The Exclusive Benefit of
Customers
PO Box 3865
Englewood CO 80155-3865

Charles Schwab & Co Inc**.................................. 359,097.68* 53.75%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

European Equities Fund--I Class
Northern Trust Co Cust..................................... 842,089.42* 34.77%
FBO Modern Woodmen of America
A/C 26-36015
PO Box 92956
Chicago IL 60675-2956

D-11

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Wilmington Trust Co Cust................................ 628,930.82* 25.97%
FBO TCW Global Investment Trust
Attn Margaret Pulgini
Corporate Trust Administration
1100 N Market St
Wilmington DE 19890-6001

Daniel J Donohue Living Trust........................... 142,851.73 5.90%
Trust Company of The West
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

European Equities Fund--N Class
Gerard H Davis &........................................ 5,373.90 20.50%
Roberta Davis JTWROS
391 Round Hill Rd
Greenwich CT 06831-2617

Charles Schwab & Co Inc**............................... 6,283.56 23.97%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Painewebber For The Benefit of.......................... 12,043.12* 45.94%
Painewebber Cdn FBO
John E Johnston
P.O. Box 3321
Weehawken NJ 07087-8154

Japanese Equities Fund--I Class
Bank of America Cust.................................... 1,156,133.70* 90.48%
FBO William Barron Hilton
Charitable Remainder Unitrust
A/C 10-10-4227590740
PO Box 831575
Dallas TX 75283-1575

D-12

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Select International Equities Fund--I Class
Northern Trust Co Cust A/C 2655437...................... 487,824.06 10.90%
FBO Kathleen L McCarthy Ttee
Survivors Trust Under The
McCarthy Revoc Trust U/A 4/7/95
PO Box 92956
Chicago IL 60675-2956

Buck Foundation......................................... 603,462.40 13.49%
666 Camino Aguajito Ste 301
Monterey CA 93940-3654

Kim E Witmer Tr......................................... 1,238,221.71* 27.68%
FBO Salk Institute
PO Box 85800
San Diego CA 92186-5800

Barlow Group............................................ 279,658.89 6.25%
C/O Margaret W Crane
Barlow Respiratory Hospital
2000 Stadium Way
Los Angeles CA 90026-2606

First Insurance Company of Hawaii....................... 894,009.61 19.98%
Attn Paul W Kopsky Jr
C/O Conning Asset Management Co
700 Market St
Saint Louis MO 63101-1829

Large Cap Growth Fund--I Class
Edwin Rosenblatt &...................................... 79,193.40 5.76%
Barbara Rosenblatt Tr
Rosenblatt Family Trust
706 Park Ln
Montecito CA 93108-1418

TCW Capital Investment Corporation...................... 77,046.82 5.61%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

Carpenters Health & Welfare............................. 689,122.34* 50.15%
Trust For South California
520 S Virgil Ave Ste 400
Los Angeles CA 90020-1405

D-13

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Donaldson Lufkin Jenrette**............................. 115,562.40 8.41%
Securities Corporation Inc.
PO Box 2052
Jersey City NJ 07303-9998

Large Cap Growth Fund--N Class
Wexford Clearing Services Corp FBO...................... 1,687.74 5.94%
Tucker Anthony Inc. C/F
Jeffrey T Kelley
Ira Rollover Dtd 08/16/99
45789 Turtlehead Dr
Plymouth MI 48170-3655

National Financial Services Corp**...................... 10,163.88* 35.76%
For The Exclusive Benefit
of Our Customers
Attn Mutual Funds Dept 5th Fl
200 Liberty St
New York NY 10281-1003

Charles Schwab & Co Inc**............................... 6,714.40 23.62%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

D Jane Rush............................................. 1,933.18 6.80%
6378 FM # 545
Anna TX 75409

Large Cap Value Fund--I Class
Mac & Co................................................ 824,966.30 8.11%
A/C Rhff0406002
Mutual Fund Operations
PO Box 3198
Pittsburgh PA 15230-3198

Charles Schwab & Co Inc**............................... 2,335,615.48 22.95%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

D-14

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Kim E Witmer Tr........................................ 2,067,287.53 20.32%
FBO Salk Institute
PO Box 85800
San Diego CA 92186-5800

Large Cap Value Fund--N Class
Charles Schwab & Co Inc**.............................. 295,187.71* 97.33%
Reinvest Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Small Cap Value Fund--I Class
Nicola F Galluccio &................................... 49,344.77* 47.09%
Teresa Galluccio Jtwros
9 Knollwood Dr
Greenwich CT 06832-0001

TCW Investment Management Co........................... 51,121.18* 48.79%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

Growth Insights Fund--N Class
TCW Capital Investment Corporation..................... 142,651.12* 100.00%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

Flexible Income Fund--N Class
TCW Capital Investment Corporation..................... 202,704.46* 100.00%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

Technology Fund--N Class
Sanwa Bank California Cust FBO......................... 19,910.26 13.13%
Ernest O Ellison Rollover Ira
865 S Figueroa St
Suite 2100
Los Angeles CA 90017

D-15

Shares Percent
Beneficially of
Fund And Class Owned Class
- -------------- ------------ -------

Douglas S Foreman &...................................... 62,064.68* 40.92%
Terri L Foreman JTWROS
25282 Derbyhill Dr
Laguna Hills CA 92653-5894

TCW Capital Investment Corporation....................... 50,001.00* 32.96%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

Health Sciences Fund--N Class
TCW Capital Investment Corporation....................... 50,001.00* 100.00%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

Focused Large Cap Value Fund--N Class
TCW Capital Investment Corporation....................... 104,499.47* 100.00%
865 S Figueroa St Ste 1800
Los Angeles CA 90017-2593

- ------------
* Entity owned 25% or more of the outstanding shares of beneficial interest
of the Fund, and therefore may be presumed to "control" the Fund, as that
term is defined in the 1940 Act.

** Shares are believed to be held only as nominee.

D-16

APPENDIX E

SUB-ADVISORY AGREEMENT

AGREEMENT, made as of the day of , 2001 by and between TCW
Investment Management Company, a California corporation (hereinafter called
the "Investment Manager"), and TCW London International, Limited (hereinafter
called the "Sub-Adviser").

WHEREAS, TCW Galileo Funds, Inc. (hereinafter called the "Fund") is engaged
in business as an open-end management investment company and is registered as
such under the Investment Company Act of 1940, as amended (the "Act"); and

WHEREAS, the Investment Manager has entered into an Investment Management
Agreement (hereinafter called the "Investment Management Agreement") with the
Fund wherein the Investment Manager has agreed to provide investment
management services to the eleven current Portfolios of the Fund and may
provide such services to other Portfolios subsequently established by the
Fund; and

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

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

WHEREAS, the Investment Manager desires to retain the services of the Sub-
Adviser to render investment advisory services for the TCW Galileo Emerging
Markets 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

E-1

WHEREAS, the Sub-Adviser desires to be retained by the Investment Manager to
perform services on said terms and conditions:

NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

i. Subject to the supervision of the Fund, its officers and Directors, and
the Investment Manager, and in accordance with the investment objective,
policies and restrictions set forth in the then current Registration
Statement, which is hereby incorporated by reference, relating to the Fund
which Registration Statement contains a recital of risk factors, and such
investment objectives, policies and restrictions from time to time prescribed
by the Directors of the Fund and communicated by the Investment Manager to the
Sub-Adviser, the Sub-Adviser agrees to provide each Sub-Advisory Portfolio
with investment advisory services; to obtain and evaluate such information and
advice relating to the economy, securities and commodities markets and
securities or commodities as it deems necessary or useful to discharge its
duties hereunder; to assist the Investment Manager in the management of the
assets of the Sub-Advisory Portfolio in a manner consistent with its
investment objective and policies; to assist the Investment Manager in the
making of decisions as to foreign currency matters and make determinations as
to forward foreign exchange contracts and options and futures contracts in
foreign currencies; and determining the securities to be purchased, acquired,
sold or otherwise disposed of by the Sub-Advisory Portfolio and the timing of
such purchases, acquisitions, sales and dispositions; and to take such further
action, including the placing of purchase and sale orders on behalf of the
Sub-Advisory Portfolio, as it shall deem necessary or appropriate. The Sub-
Adviser agrees to furnish to or place at the disposal of the Sub-Advisory
Portfolio and the Investment Manager such of the information, evaluations,
analyses and opinions formulated or obtained by it in the discharge of its
duties as the Fund and the Investment Manager may, from time to time,
reasonably request. The Investment Manager and the Sub-Adviser shall each make
its officers and employees available to the other from time to time at
reasonable times to review investment policies of the Sub-Advisory Portfolios
and to consult with each other. Nothing in this Agreement shall require the
Investment Manager to utilize the services of the Sub-Adviser with respect to
any specific or minimum percentage of the assets of the Sub-Advisory
Portfolio.

In the Event the Fund establishes another Portfolio other than the current
Sub-Advisory Portfolios with respect to which the Investment Manager

E-2

desires to retain the Sub-Adviser to render investment advisory services or
assistance hereunder, the Investment Manager shall notify the Sub-Adviser in
writing. If the Sub-Adviser is willing to render such services, it shall
notify the Investment Manager in writing, whereupon such other Portfolio shall
become a Sub-Advisory Portfolio hereunder.

ii. The Sub-Adviser shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the performance
of its obligations under this Agreement. Without limiting the generality of
the foregoing, the staff and personnel of the 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.

iii. The Fund will, from time to time, furnish or otherwise make available
to the Sub-Adviser such financial reports, proxy statements and other
information, including investment policies and restrictions from time to time
prescribed by the Directors of the Fund, relating to the business and affairs
of the Sub-Advisory Portfolios as the Sub-Adviser may reasonably require in
order to discharge its duties and obligations hereunder or to comply with any
applicable law and regulations and the investment objectives, policies and
restrictions from time to time prescribed by the Directors of the Fund. All
instructions given by the Fund or Investment Manager to the Sub-Adviser shall
be in writing and sent to the Sub-Adviser's principal office and shall take
effect upon actual receipt by the Sub-Adviser.

iv. The Sub-Adviser shall bear the cost of rendering the investment advisory
services to be performed by it under this Agreement and shall, at its own
expense, pay the compensation of the officers and employees, if any, of the
Fund, employed by the Sub-Adviser, and such clerical help and bookkeeping
services a the Sub-Adviser shall reasonably require in performing its duties
hereunder.

E-3

v. The Fund, on behalf of each Sub-Advisory Portfolio, assumes and shall pay
or cause to be paid all other expenses of the Sub-Advisory Portfolio,
including, without limitation: any fees paid to the Investment Manager; the
charges and expenses of any registrar, any custodian, sub-custodian or
depository appointed by the Fund for the safekeeping of the Sub-Advisory
Portfolio's cash, portfolio securities and other property, and any stock
transfer or dividend agent or agents appointed by the Fund; brokers'
commissions chargeable to the Sub-Advisory Portfolio in connection with
portfolio securities transactions to which the Sub-Advisory Portfolio is a
party; all taxes, including securities issuance and transfer taxes, and fees
payable by the Sub-Advisory Portfolio to federal, state 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); the cost and expense of printing (including typesetting) and
distributing prospectuses of the Fund and supplements thereto to the Sub-
Advisory Portfolio's shareholders; all expenses of shareholders' and
Directors' meetings and of preparing, printing and mailing proxy statements
and reports to shareholders; fees and travel expenses of Directors' or members
of any advisory board or committee who are not employees of the Investment
Manager or Sub-Adviser; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption whether in shares or in cash; charges
and expenses of any outside service used for pricing of the Sub-Advisory
Portfolio's shares; charges and expenses of legal counsel, including counsel
to the Directors of the Fund who are not interested persons (as defined in the
Act) of the Fund, the Investment Manager or the Sub-Adviser, and of
independent accountants, in connection with any matter relating to the Sub-
Advisory Portfolio; membership dues of industry associations; interest payable
on Sub-Advisory Portfolio borrowings; postage; insurance premiums on property
or personnel (including officers and Directors) of the Sub-Advisory Portfolio
which inure to its benefit; extraordinary expenses (including but not limited
to legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Sub-Advisory
Portfolio's operations unless otherwise explicitly provided herein.

vi. As compensation for the services performed by the Sub-Adviser with
respect to a Sub-Advisory Portfolio, the Investment Manager shall pay the Sub-
Adviser as soon as practicable after the last day of each month a fee

E-4

for such month computed at an annual rate specified in the following table
(subject to the limitation described below):

Annual Fee Rate
Expressed as a Percentage of Net Assets For Which The
Sub-Adviser Renders Sub-Advisory Portfolio Investment Advisory Services
-----------------------------------------------------------------------

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 Japanese Equities Fund....................................... 0.75%
TCW Galileo Select International Equities Fund........................... 0.75%

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-dviser 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 shall be
prorated.

In the event that the aggregate compensation received by the Investment
Manager from the Fund with respect to a Sub-Advisory Portfolio for any month
is less than that specified above, the compensation payable by the Investment
Manager to the Sub-Adviser with respect to the Sub-Advisory Portfolio shall be
equal to that received by the Investment Manager. The Compensation of the Sub-
Adviser is a responsibility of the Investment Manager and not a responsibility
of the Fund.

vii. The Sub-Adviser will use its best efforts in the performance of
investment activities on behalf of the Sub-Advisory Portfolios, but in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations hereunder, the Sub-Adviser shall not be liable to
the Investment Manager or the Fund or any of its investors for any error of
judgment 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.

viii. It is understood that any of the shareholders, Directors, officers and
employees of the Fund may be a shareholder, director, officer or employee of,
or be otherwise interested in, the Sub-Adviser, and in any person controlled
by or under common control or affiliated with the Sub-Adviser, and that the
Sub-Adviser and any person controlled by or under common control or affiliated
with the Sub-Adviser may have an interest in the Fund. It is also understood
that the Sub-Adviser and any affiliated persons thereof or any persons
controlled by or under common control with the Sub-

E-5

Adviser have and may have advisory, management service or other contracts with
other organizations and persons, and may have other interests and businesses,
and further may purchase, sell or trade any securities or commodities for
their own accounts or for the account of others for whom they may be acting.
Nothing contained in this Agreement shall limit or restrict the Sub-Adviser or
any affiliated person thereof from so acting or engaging in any other
business.

ix. This Agreement shall become effective upon its execution for a period of
two years and from year to year thereafter with respect to each Sub-Advisory
Portfolio provided such continuance with respect to a Sub-Advisory Portfolio
is approved at least annually by the vote of holders of a majority, as defined
in the Act, of the outstanding voting securities of the Sub-Advisory Portfolio
or by the Directors of the Fund; provided, that in either event such
continuance is also approved annually by the vote of a majority of the
Directors of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote must be cast in
person at a meeting called for the purpose of voting on such approval;
provided, however, that (a) the Fund may, at any time and without the payment
of any penalty, terminate this Agreement upon thirty days' written notice to
the Investment Manager, and the Sub-Adviser either by majority vote of the
Directors of the Fund or, with respect to a Sub-Advisory Portfolio, by the
vote of a majority of the outstanding voting securities of such Sub-Advisory
Portfolio; (b) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act) unless such automatic termination
shall be prevented by an exemptive order of the Securities and Exchange
Commission; (c) this Agreement shall immediately terminate in the event of the
termination of the Investment Management Agreement; (d) the Investment Manager
may terminate this Agreement without payment of penalty on thirty days'
written notice to the Fund and the Sub-Adviser and; (e) the Sub-Adviser may
terminate this Agreement without the payment of penalty on thirty days'
written notice to the Fund and the Investment Manager. 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.

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

E-6

xi. All formal complaints should, in the first instance, be made in writing
to the Sub-Adviser's compliance officer at the Sub-Adviser's principal office.
In addition, the Fund has a right to complain directly to IMRO.

xii. A statement is available from the Sub-Adviser describing the Fund's
rights to compensation, if any, in the event that the Sub-Adviser is unable to
meet its liabilities.

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

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

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

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

TCW INVESTMENT TCW LONDON
MANAGEMENT COMPANY INTERNATIONAL, LIMITED

By: ________________________________ By: ________________________________

Attest: ____________________________ By: ________________________________

Attest: ____________________________

Accepted and agreed to as of the day and year first above written:

TCW GALILEO FUNDS, INC.

By: ________________________________

Attest: ____________________________

E-7

APPENDIX F

TCW GALILEO FUNDS, INC.

AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board to assist the Board in
monitoring (i) the reasonableness of the financial statements of the Company,
(ii) the compliance by the Company with regulatory requirements applicable to
the financial statements, and (iii) the independence and performance of the
Company's independent auditors.

The members of the Audit Committee ("Committee") shall consist of the
independent members of the Board of Directors.

The following functions shall be common recurring activities of the
Committee in carrying out its oversight function. These functions are set
forth as a guide with the understanding that the Committee may diverge from
this guide as appropriate given the circumstances.

The Audit Committee shall:

1. Make periodic reports to the Board.

2. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

3. Review with management and the independent auditors the annual audited
financial statements to be included in the Company's Annual Report to
Shareholders including accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect the
Company's financial statements.

4. Review with management significant judgements made in connection with the
preparation of the Company's financial statements.

5. With the Board, evaluate the performance of the independent auditor and,
if so determined by the Audit Committee, recommend that the Board replace the
independent auditor.

6. Review the range of estimated costs of audit and non-audit services
performed by the independent auditor.

7. Receive annual reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so

F-1

determined by the Audit Committee, recommend that the Board take appropriate
action to satisfy itself of the independence of the auditor.

8. Discuss with the independent auditor the matters required to be discussed
by the Statement on Auditing Standards ("SAS") No. 61 (as amended by SAS No.
90) issued by the Auditing Standards Board, relating to the conduct of the
audit.

9. Recommend to the Board the appointment of the independent auditor, which
firm is accountable to the Audit Committee and the Board

10. Meet at least annually with (i) the Company's Chief Financial Officer
and (ii) the independent auditor in a separate executive session.

Although the Audit Committee has oversight responsibility and the authority
set forth in this Charter, it is not the duty or responsibility of the Audit
Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. This is the responsibility of
management.

F-2

X Please fold and detach card at perforation before mailing. X

X Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] X
PLEASE DO NOT USE FINE POINT PENS.

This Proxy is solicited by the Directors. If no specification is made thereon, this Proxy will be treated as GRANTING authority to
vote FOR the election of the directors named in Proposal 1, and FOR Proposals 2 and 3.

1. To elect directors FOR all WITHHOLD
Nominees: (01) Marc I. Stern, (02) Thomas E. Larkin, Jr., nominees AUTHORITY
(03) John C. Argue, (04) Norman Barker, Jr., (05) Richard W. Call, listed at left. to vote for all
(06) Matthew K. Fong, (07) Patrick C. Haden, (08) Hon. John A. Gavin. (Except as nominees listed
noted at left) at left.
(Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below. [_] [_]

- ----------------------------------------------------------------------- FOR AGAINST ABSTAIN

2. To approve a New Investment Management and Advisory Agreement [_] [_] [_]

3. To approve a New Sub-Advisory Agreement for the TCW Galileo Asia Pacific [_] [_] [_]
Equities Fund, the Emerging Markets Equities Fund, the European Equities
Fund, and Japanese Equities Fund, and the Select International Equities
Fund. ONLY SHAREHOLDERS OF THESE PARTICULAR FUNDS ARE REQUESTED TO VOTE
ON THIS PROPOSAL.

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
X X

To Vote By Telephone:
1. Read the Proxy Statement and have your Proxy Card at hand.
2. Call toll-free 1-888-221-0697
3. Enter the 14-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.

*** CONTROL NUMBER: 909 999 999 999 99 *** Please fold and detach card at perforation before mailing

FUND NAME PRINTS HERE TCW GALILEO FUNDS, INC.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 26, 2001

The undersigned hereby appoints ALVIN R. ALBE, JR., MICHAEL E. CAHILL,
PHILIP K. HOLL, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of TCW
Galileo Funds, Inc. to be held on June 26, 2001 at 9:00 A.M., Pacific Time, and
at any adjournment thereof, on the proposals set forth in the Notice of Meeting
dated May 21, 2001.

Dated:_______________, 2001

IMPORTANT: Please Mark, Sign, Date and Return the Proxy
Card in the Enclosed Envelope.

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

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

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 corporation.