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 ASIA PACIFIC EQUITY 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 Asia Pacific Equity 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 a proposed amended and restated sub-investment advisory
agreement between TCW Funds Management, Inc., the Fund's investment
adviser, and TCW Asia, Limited.
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 ASIA PACIFIC EQUITY 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 Asia Pacific Equity 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,
1994, 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 5,304,333.337 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: Hawaii Electricians Pension Fund,
Honolulu, HI (14.8%); Bank of America TTTE for the J.C. Boswell Pension &
Employee Retirement Plan, Los Angeles, CA (7.7%); and Sobrato 1979 Trust,
Cupertino, CA (5%). 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
1
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. TO APPROVE A PROPOSED AMENDED AND RESTATED SUB-ADVISORY AGREEMENT.
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 $323,000 from the Fund.
The Adviser, pursuant to the Management Agreement, has entered into a
sub-advisory agreement (the "Sub-Advisory Agreement") with TCW Asia, Limited
("TCW Asia"), an affiliated company of the Adviser, to furnish investment advice
concerning individual security selections and overall economic trends with
respect to countries in the Asia Pacific Region subject to the Adviser's
supervision. The Management Agreement provides that the Adviser may, at its own
expense, enter into sub-advisory agreements with one or more sub-advisers who
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 who will take such further action, including the
placing of purchase and sale orders on behalf of the Fund, as it, in
consultation with the Adviser, shall deem necessary or appropriate. The Adviser
is responsible for monitoring compliance by the 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 Agreement was 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, 1995. For the fiscal year ended October 31, 1994, TCW Asia was paid
a fee of $258,400 by the Adviser.
On July 19, 1995, the Board of Directors, including all of the
independent Directors, approved an amended and restated sub-advisory agreement
(the "Amended and Restated Sub-Advisory Agreement") between the Adviser and TCW
Asia. The purpose of the Amended and Restated Sub-Advisory Agreement is to
clarify, with greater specificity, the compensation that can be paid TCW Asia by
the Adviser. The Amended and Restated Sub-Advisory Agreement provides that the
Adviser shall pay the 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 Agreement
previously approved by shareholders provides that the
2
Adviser shall pay the Sub-Adviser such compensation as may be agreed to 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
Agreement does not provide for any fee increase.
In considering whether to approve the Sub-Advisory Agreement, the
Board of Directors reviewed the terms of the Sub-Advisory Agreement 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 the Sub-
Adviser, the affiliation between the Adviser and Sub-Adviser and the lack of
additional fees to be paid under the Sub-Advisory Agreement. Based upon its
review, the Board of Directors, including all the independent Directors,
determined that approval of the 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 AGREEMENT.
THE AMENDED AND RESTATED SUB-ADVISORY AGREEMENT.
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 countries in the Asia Pacific Region. Under the Amended and
Restated Sub-Advisory Agreement, the 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-Adviser also assists 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 Agreement provides that the 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 obligations under
the Sub-Advisory Agreement. The 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 the Sub-Adviser is the Adviser's sole
responsibility. The Sub-Adviser will receive a fee at an annual rate of 1.00% of
the Fund's net assets for which the Sub-Adviser renders investments advisory
services.
The Sub-Advisory Agreement provides that it will continue in effect
until February 20, 1996 and that, after its initial period of effectiveness,
will continue from year to year thereafter provided such continuance is approved
at least annually be the vote of a majority, as defined in the Investment
Company Act of 1940 (the "Act"), of the outstanding
3
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 the
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 Agreement provides that it may
be terminated at any time by the 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 Adviser currently serves as investment adviser to the investment
companies listed below which are registered under the Act and to a number of
foreign investment companies with the net assets as of June 30, 1995:
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 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 firm at a rate of 0.75% of the Fund's average daily net
assets.
THE SUB-ADVISER.
TCW Asia, Limited is the Fund's Sub-Adviser and is a wholly-owned
subsidiary of The TCW Group, Inc. 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017. TCW Asia 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:
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 the Adviser. 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. Stern is Executive Vice
President of Trust Company of the West and a Vice Chairman of TAMCO.
The business address of the foregoing Directors and Executive
Officers, 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 a sub-adviser to the TCW Galileo Emerging
Markets Fund which, as of June 30, 1995, had net assets of $54.3 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.
5
SUBMISSION OF SHAREHOLDER PROPOSALS.
The Company does not hold annual shareholders' meetings. Shareholders
wishing to submit proposals for consideration for inclusion in a proxy statement
for a subsequent shareholders' meeting of the Company (if any) should send their
written proposals to the Secretary of the Company at the address set forth on
the cover of this Proxy Statement.
ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth
in this Notice of Meeting and Proxy Statement are not received by the time
scheduled for the meeting, the persons named as proxies may move one or more
adjournments of the meeting for a period or periods of not more than 30 days in
the aggregate to permit further solicitation of proxies with respect to any such
proposals. Any such adjournment will require the affirmative vote of a majority
of the shares present at the meeting. The persons named as proxies will vote in
favor of such adjournment those shares which they are entitled to vote in favor
of such proposals. They will vote against any such adjournment those proxies
which have voted against any of such proposals.
By Order of the Board of Directors
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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6
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:
7
3. 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.
4. 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
8
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.
5. 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.
6. 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.
7. 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
9
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.
8. 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.
9. 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.
10. 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
10
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.
11. 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.
12. 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.
13. 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.
11
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: _________________________
12
TCW GALILEO FUNDS, INC.
TCW Galileo Asia Pacific Equity 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 Asia Pacific Equity 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. Approval of Sub-Investment Advisory Agreement:
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:
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Signature
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Signature
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.