SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[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):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
TCW GALILEO FUNDS, INC.
TCW GALILEO EMERGING MARKETS FUND
865 SOUTH FIGUEROA STREET, 18TH FLOOR
LOS ANGELES, CALIFORNIA 90017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of the TCW
Galileo Emerging Markets Fund of TCW Galileo Funds, Inc. (the "Fund") will be
held at the offices of the Fund on November 1, 1995 at 10:00 a.m. (Pacific time)
for the following purpose:
1. To approve two proposed amended and restated sub-investment advisory
agreements between TCW Funds Management, Inc., the Fund's investment
adviser, and TCW London International, Limited and TCW Asia, Limited,
respectively.
2. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Shareholders of record as of the close of business on August 31, 1995 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By order of the Board of Directors
Philip K. Holl
Secretary
PLEASE EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, THUS ENABLING YOUR 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.
TCW GALILEO EMERGING MARKETS FUND
865 SOUTH FIGUEROA STREET, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 1, 1995
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of TCW Galileo Funds, Inc. ("Company") on
behalf of the TCW Galileo Emerging Markets Fund ("Fund") for use at the special
meeting of shareholders and at any adjournment thereof. A proxy, if properly
executed, duly returned and not revoked, will be voted in accordance with the
specifications thereon. A shareholder may revoke a proxy at any time prior to
its exercise by filing with the Secretary of the Company an instrument revoking
the proxy, or by submitting a proxy bearing a later date, or by attending and
voting at the meeting.
The cost of soliciting proxies for this Special Meeting of
Shareholders, consisting principally of printing and mailing expenses, will be
borne by the Fund. The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through officers
and employees of the Fund and its investment adviser or distributor without
special compensation therefor. The first mailing of this proxy statement is
expected to be made on or about September 18, 1995.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Directors has fixed the close of business on August 31,
1995, as the record date for the determination of shareholders entitled to
notice of and to vote at the Special Meeting of Shareholders or any adjournment.
As of the record date, there were outstanding 7,227,618.264 shares of the
Fund. All full shares of the Fund are entitled to one vote, with proportionate
voting for fractional shares.
As of the record date, the following persons owned of record 5% or
more of the Fund's outstanding shares: MAC & Co., c/o Mellon Bank N.A.,
Pittsburgh, PA (16%) and Bentley College, Waltham, MA (6.8%). The officers and
directors of the Fund, together, owned less than 1% of the Fund's outstanding
shares on the record date.
If a quorum (more than one third of the outstanding voting shares) is
represented at the meeting, the affirmative vote of a majority of the shares of
the Fund represented at the meeting is required to approve the sub-advisory
agreements. A majority of the outstanding voting shares means (i) 67% or more
of the voting shares represented at the meeting, if more than 50% of the
outstanding voting shares are present or represented by proxy, or (ii) more than
50% of all outstanding voting shares of the Fund.
1
1.a. TO APPROVE A PROPOSED AMENDED AND RESTATED SUB-ADVISORY
AGREEMENT WITH TCW LONDON INTERNATIONAL, LIMITED
1.b. TO APPROVE A PROPOSED AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
WITH TCW ASIA, LIMITED
The Fund's investments are managed by TCW Funds Management, Inc. (the
"Adviser"), pursuant to an amended Investment Advisory and Management Agreement
("Management Agreement") dated February 28, 1994. The Management Agreement was
initially approved by the Board of Directors of the Company, including all of
the independent Directors, at a meeting held on November 17, 1993, and by the
Adviser as the sole shareholder of the Fund on February 22, 1994. The
Management Agreement was continued by vote of the Board of Directors, including
all of the independent Directors, for another annual period at a meeting held on
February 1, 1995. For the fiscal year ended October 31, 1994, the Adviser
received a fee of $345,000 from the Fund.
The Adviser, pursuant to the Management Agreement, has entered into
sub-advisory agreements (individually a "Sub-Advisory Agreement" and,
collectively, the "Sub-Advisory Agreements") with TCW London International,
Limited ("TCW London") and TCW Asia, Limited ("TCW Asia"), affiliated companies
of the Adviser, to furnish investment advice concerning individual security
selections and overall economic trends with respect to emerging markets
countries in Asia (TCW Asia) and Europe and Africa (TCW London) subject to the
Adviser's supervision. The Management Agreement provides that the Adviser may,
at its own expense, enter into sub-advisory agreements with sub-advisers which
will make determinations as to the securities and commodities to be purchased,
sold or otherwise disposed of by the Fund and the timing of such purchases,
sales and dispositions and which will take such further action, including the
placing of purchase and sale orders on behalf of the Fund, as each Sub-Adviser,
in consultation with the Adviser, shall deem necessary or appropriate. The
Adviser is responsible for monitoring compliance by each Sub-Adviser with the
investment policies and restrictions of the Fund and with such other limitations
or directions as the Board of Directors may, from time to time, prescribe. The
Sub-Advisory Agreements were approved by the Board of Directors of the Company,
including all of the independent Directors, at a meeting held on July 20, 1994,
and by the shareholders of the Fund at a Special Meeting of Shareholders held on
November 15, 1994. For the fiscal year ended October 31, 1994, TCW London was
paid a fee of $17,600 by the Adviser and TCW Asia was paid $147,000 by the
Adviser.
On July 19, 1995, the Board of Directors, including all of the
independent Directors, approved amended and restated sub-advisory agreements
(individually an "Amended and Restated Sub-Advisory Agreement" and,
collectively, the "Amended and Restated Sub-Advisory Agreements") between the
Adviser and TCW London and TCW Asia. The purpose of the Amended and Restated
Sub-Advisory Agreements is to clarify, with greater specificity, the
compensation that can be paid TCW London and TCW Asia by the Adviser. Each
Amended and Restated Sub-Advisory Agreement provides that the Adviser shall pay
each Sub-Adviser an annual fee at a rate of 1.00% (the same percentage as
received by the Adviser from the Fund, which rate is higher than those paid by
most mutual funds) of the Fund's net assets for which the Sub-Adviser renders
investment advisory services. The Sub-Advisory Agreements previously approved
by
2
shareholders provide that the Adviser shall pay each Sub-Adviser such
compensation as may be agreed to from time to time by the parties, but not in an
amount exceeding that received by the Adviser under the terms of the Management
Agreement. The Amended and Restated Sub-Advisory Agreements do not provide for
any fee increase.
In considering whether to approve the Amended and Restated Sub-
Advisory Agreements, the Board of Directors reviewed the terms of the Amended
and Restated Sub-Advisory Agreements and considered all materials and
information deemed relevant to such determination. Among other things, the
Board of Directors considered the nature and scope of services to be rendered,
the quality of the services and personnel of each Sub-Adviser, the affiliation
between the Adviser and each Sub-Adviser, and the lack of additional fees to be
paid under the Amended and Restated Sub-Advisory Agreements. Based upon its
review, the Board of Directors, including all the independent Directors,
determined that approval of each Amended and Restated Sub-Advisory Agreement was
in the best interests of the Fund and its shareholders.
THE INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE AMENDED AND RESTATED SUB-ADVISORY AGREEMENTS.
THE AMENDED AND RESTATED SUB-ADVISORY AGREEMENTS.
The Amended and Restated Sub-Advisory Agreement with TCW Asia requires
that it provide the Fund with investment advisory services with respect to
issuers located in emerging market countries in Asia and the Amended and
Restated Sub-Advisory Agreement with TCW London requires it provide the Fund
with investment advisory services with respect to issuers located in emerging
market countries in Africa and Europe. Under the Amended and Restated Sub-
Advisory Agreements, each Sub-Adviser is charged with the responsibility of
making a determination as to securities the Fund should purchase or sell or
otherwise dispose of and with the timing of those decisions subject to the
Adviser's review. The Sub-Advisers also assist the Adviser in managing foreign
currency matters for the Fund, and assisting the Adviser as to what investments
the Fund should make in forward exchange contracts and options and futures
contracts in foreign currencies. All security transactions are reviewed by the
Adviser and are subject to the overall supervision of the Adviser.
The Amended and Restated Sub-Advisory Agreements provide that each
Sub-Adviser shall, at its own expense, maintain such staff and employ or retain
such personnel and consult with such other persons as each shall, from time to
time, determine to be necessary or useful to the performance of its respective
obligations under a Sub-Advisory Agreement. Each Sub-Adviser also bears other
costs of rendering the services provided by it including such clerical and
bookkeeping services as it may require. Any payments made to a Sub-Adviser is
the Adviser's sole responsibility. Each Sub-Advisor will receive a fee at an
annual rate of 1.00% of the Fund's net assets for which the Sub-Adviser renders
investment advisory services.
3
Both Amended and Restated Sub-Advisory Agreements provide that they
will continue in effect until February 20, 1996 and that, after their initial
period of effectiveness, will continue from year to year thereafter provided
such continuance is approved at least annually by the vote of a majority, as
defined in the Investment Company Act of 1940 (the "Act"), of the outstanding
voting securities of the Fund or by the Directors, and, in either event, by the
vote cast in person by a majority of Directors who are not parties to either
Amended and Restated Sub-Advisory Agreement or "interested persons" of any such
party (as defined in the Act) at a meeting called for the purpose of voting on
such approval.
The Amended and Restated Sub-Advisory Agreements provide that each may
be terminated at any time by the Amended and Restated Sub-Adviser thereto, the
Adviser, the Directors or by a vote of the majority of the outstanding voting
securities of the Fund, in each instance without the payment of any penalty, on
thirty days notice and will automatically terminate upon any assignment.
THE ADVISER.
TCW Funds Management, Inc. is the Fund's adviser. The Adviser, a
California corporation, is a wholly-owned subsidiary of The TCW Group, Inc., a
Nevada corporation, 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017. As of June 30, 1995, the Adviser and its affiliates had total
assets under management or committed to management of approximately $50 billion.
The principal business address of the Adviser is 865 South Figueroa Street,
Suite 1800, Los Angeles, California 90017 and its Principal Executive Officers
and directors are as follows: Thomas E. Larkin, Jr., Chairman; Marc I. Stern,
President; and Alvin R. Albe, Jr., Executive Vice President, Finance &
Administration. Mr. Larkin is President of Trust Company of the West and a Vice
Chairman of TCW Asset Management Company ("TAMCO"). Mr. Stern is an Executive
Vice President of Trust Company of the West and a Vice Chairman of TAMCO. Mr.
Albe is Executive Vice President, Finance & Administration of Trust Company of
the West and TAMCO. Mr. Robert Day may be deemed to be a control person of the
Adviser by virtue of the aggregate ownership of Mr. Robert Day and his family of
more than 25% of the outstanding voting stock of The TCW Group, Inc.
The following lists the investment companies for which the Adviser
provides advisory services and which have similar investment objectives to that
of the Fund, and sets forth the net assets and fees payable by such investment
companies including the Fund:
Net Assets Annual Management
(in Millions) Fee as Percent
Name on June 30, 1995 of Average Net Assets
---- ----------------- ----------------------
TCW/DW Emerging Markets Opportunities Trust $266.3 (1)
TCW Galileo Funds, Inc.
TCW Galileo Asia Pacific Equity Fund 41.4 (2)
TCW Galileo Emerging Markets Fund 54.3 (2)
TCW Galileo Latin America Fund 42.9 (2)
TCW/DW Latin American Growth Fund 265.9 (3)
4
1. 0.50% of the Trust's weekly net assets exclusive of a management fee paid
to a non-TCW affiliated firm at a rate of 0.75% of the Trust's average
weekly net assets.
2. 1.00% of the Fund's annual net asset value.
3. 0.50% of the Fund's daily net assets exclusive of a management fee paid to
a non-TCW affiliated company at a rate of 0.75% of the Fund's daily net
assets.
THE SUB-ADVISERS.
TCW London International, Limited and TCW Asia, Limited are the Fund's
Sub-Advisers. Both TCW London and TCW Asia are wholly-owned subsidiaries of The
TCW Group, Inc. 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017. TCW London was organized as a California corporation in 1992 and
currently manages assets in excess of $500 million for institutions. TCW
London's principal office is located at Birkett House, 27 Albemarle Street,
London, England. TCW London acquired the Dillon Read International Asset
Management Co. in 1993. The Principal Executive Officers and Directors of TCW
London are as follows:
Marc I. Stern, Chairman of the Board of Directors; Robert J.M. Rawe,
Chief Executive Officer and Director; Alvin R. Albe, Jr., James M. Burns,
Michael E. Cahill, Ernest O. Ellison and Damon P. de Laszlo, Directors. Mr.
Stern is Executive Vice President of Trust Company of the West and Vice Chairman
of TCW Asset Management Company ("TAMCO"). Mr. Albe is Executive Vice
President, Finance & Administration of Trust Company of the West, TAMCO and the
Adviser. Mr. Cahill is a Managing Director, General Counsel and Secretary of
Trust Company of the West, TAMCO and the Adviser. Mr. Ellison is Vice Chairman
of Trust Company of the West and Chief Investment Officer - Domestic Fixed
Income of TAMCO and the Adviser. Mr. de Laszlo is Chairman and Managing
Director of Harwin PLC, London, England. The principal occupation of Messrs.
Burns and Rawe is their respective position with TCW London.
The business address of Messrs. Burns, de Laszlo and Rawe is Birkett
House, 27 Albemarle Street, London, England and for Messrs. Albe, Cahill,
Ellison and Stern, 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017.
TCW Asia, Limited was organized as a Hong Kong corporation in 1992 and
manages assets in excess of $1.1 billion. TCW Asia's principal office is located
at One Pacific Place, 88 Queensway, Hong Kong. The Principal executive Officer
and Directors are as follows:
5
Shaun Chan, President and Director, Alvin R. Albe, Jr., Michael E.
Cahill, and Marc I. Stern, Directors. Mr. Chan is a Managing Director of Trust
Company of the West, TAMCO and Adviser. The principal business occupation of
Messrs. Albe, Cahill and Stern is as stated above.
The business address of the foregoing Directors, with the exception of
Mr. Chan, is 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017. Mr. Chan's business address is One Pacific Place, 88 Queensway, Hong
Kong.
TCW Asia also serves as an sub-adviser to the TCW Galileo Asia Pacific
Equity Fund which, as of June 30, 1995, had net assets of $41.4 million.
DISTRIBUTOR.
The Distributor of the Fund's shares is TCW Brokerage Services, 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017.
2. OTHER BUSINESS.
Management knows of no other matters which may be presented at the
Special Meeting. However, if any matters not now known properly come before the
meeting, it is intended that the persons named in the attached form of proxy, or
their substitutes, will vote such proxy in accordance with their judgment on
such matters.
SUBMISSION OF SHAREHOLDER PROPOSALS.
The Company does not hold annual shareholders' meetings. Shareholders
wishing to submit proposals for consideration for inclusion in a proxy statement
for a subsequent shareholders' meeting of the Company (if any) should send their
written proposals to the Secretary of the Company at the address set forth on
the cover of this Proxy Statement.
6
ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth
in this Notice of Meeting and Proxy Statement are not received by the time
scheduled for the meeting, the persons named as proxies may move one or more
adjournments of the meeting for a period or periods of not more than 30 days in
the aggregate to permit further solicitation of proxies with respect to any such
proposals. Any such adjournment will require the affirmative vote of a majority
of the shares present at the meeting. The persons named as proxies will vote in
favor of such adjournment those shares which they are entitled to vote in favor
of such proposals. They will vote against any such adjournment those proxies
which have voted against any of such proposals.
By Order of the Board of Directors
PHILIP K. HOLL
Secretary
September _____, 1995
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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.
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COPIES OF THE FUND'S ANNUAL REPORT FOR THE YEAR ENDED OCTOBER 31, 1994 AND THE
FUND'S SEMI-ANNUAL REPORT FOR THE SIX MONTHS ENDED APRIL 30, 1995 ARE AVAILABLE
WITHOUT CHARGE UPON REQUEST BY WRITING THE FUND AT 865 SOUTH FIGUEROA STREET,
LOS ANGELES, CALIFORNIA 90017 OR TELEPHONING IT AT 1-800-386-3829.
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7
EXHIBIT A
AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
AGREEMENT, made as of the____ day of _________________________, 1995
by and between TCW Funds Management, Inc., a California corporation (hereinafter
called the "Investment Manager"), and TCW Asia Limited, a Hong Kong corporation
(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 Investment Manager desires to retain the services of the
Sub-Adviser to render investment advisory services for the TCW Galileo Emerging
Markets Fund and TCW Galileo Asia Pacific Equity Fund in the manner and on the
terms and conditions hereinafter set forth (these Portfolios 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
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:
8
2. 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 relating to the Fund, 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 a 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 a 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 Portfolios, as it shall deem necessary or appropriate. The Sub-
Adviser agrees to furnish to or place at the disposal of the Sub-Advisory
Portfolios 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
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.
3. 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
9
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.
4. 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.
5. 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.
6. 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
10
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.
7. 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 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 Emerging Markets Fund 1.00%
TCW Galileo Asia Pacific Equity Fund 1.00%
For the purpose of calculating such fee, the net asset value for a
month shall be the average of the net asset values for which the Sub-Adviser
provides investment advisory services as determined for each business day of the
month. If this Agreement becomes effective after the first day of a month, or
terminates before the last day of a month, the foregoing compensation 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.
8. 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.
9. 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
11
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-
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.
10. This Agreement shall remain in effect until February 20, 1996 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.
11. 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.
12. This Agreement shall be construed in accordance with the law of
the State of California and the applicable provisions of the Act. To the extent
the applicable law of the State of California, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
12
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the day and year first written in Los Angeles, California.
TCW FUNDS MANAGEMENT, INC.
By: __________________________
Attest: ______________________
TCW ASIA LIMITED
By: __________________________
By: __________________________
Attest: ______________________
Accepted and agreed to as of the day
and year first above written:
TCW GALILEO FUNDS, INC.
By: _____________________________
Attest: _________________________
13
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
AGREEMENT, made as of the ____ day of __________, 1995 by and between
TCW Funds Management, Inc., a California corporation (hereinafter called the
"Investment Manager"), and TCW London International, Limited, a California
corporation (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
WHEREAS, the Sub-Adviser desires to be retained by the Investment
Manager to perform services on said terms and conditions:
14
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:
13. 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
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.
14. 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
15
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.
15. 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.
16. 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.
17. 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
16
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.
18. 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 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 Emerging Markets Fund 1.00%
For the purpose of calculating such fee, the net asset value for a
month shall be the average of the net asset values for which the Sub Adviser
provides investment advisory services as determined for each business day of the
month. If this Agreement becomes effective after the first day of a month, or
terminates before the last day of a month, the foregoing compensation 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.
19. The Sub-Adviser will use its best efforts in the performance of
investment
17
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.
20. 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-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.
21. This Agreement shall remain in effect until February 20, 1996 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.
18
22. 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.
23. 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.
24. 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.
25. The Fund acknowledges that for purposes of the IMRO rules, it will
be treated as a non-private customer.
26. 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.
27. 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 FUNDS MANAGEMENT, INC. TCW LONDON 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: __________________________
19
TCW GALILEO FUNDS, INC.
TCW Galileo Emerging Markets Fund
SPECIAL MEETING OF SHAREHOLDERS - NOVEMBER 1, 1995
PROXY
The undersigned hereby appoints MICHAEL E. CAHILL, PHILIP K. HOLL, RONALD
E. ROBISON, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of TCW
Galileo Funds, Inc. - TCW Galileo Emerging Markets Fund to be held on November
1, 1995, at 10:00 a.m., Pacific time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated September _____, 1995.
THIS PROXY IS SOLICITED BY THE DIRECTORS. IF NO SPECIFICATION IS MADE
THEREON, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
1.a. Approval of an Amended and Restated Sub-Investment Advisory
Agreement with TCW London International, Limited:
For [_] Against [_] Abstain [_]
1.b. Approval of an Amended and Restated Sub-Investment Advisory Agreement
with TCW Asia, Limited:
For [_] Against [_] Abstain [_]
2. To Transact Any Other Business as may Properly Come Before the
Meeting:
For [_] Against [_] Abstain [_]
FIELD(1) 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
FIELD(2) should sign for corporations.
Date:
-----------------------------------
----------------------------------------
Signature
----------------------------------------
Signature
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.