<PAGE>
SUPPLEMENT TO THE PROSPECTUS OF
TCW GALILEO FUNDS, INC.
Dated: June 15, 1998
The subsection entitled "Expense Caps" in the Summary on page 4 is amended
to state:
The expense caps require the Advisor to reduce its investment advisory fee,
or to pay the operating expenses of the Funds, to the extent necessary to
limit their annual ordinary operating expenses (including amortization of
organizational expenses but not brokerage fees and commissions, interest,
taxes and certain extraordinary expenses), as a percentage of average net
value, to 0.40% for Money Market, 1.05% for Convertible Securities, 0.47%
for Enhanced 500, 0.91% for Large Cap Growth, 0.55% up to $10,000,000 in
assets and 0.91% for Large Cap Value, 1.20% for Small Cap Value, 1.36% for
Value Opportunities, 1.78% for Emerging Markets Income, 1.20% for European
Equities, 1.16% for International Equities and 1.20% for Japanese Equities,
until December 31, 1998. With respect to Core Fixed Income, the Advisor
has agreed to reduce its investment advisory fee to 0.35% of the Fund's
average daily net assets until December 31, 1998.
1
<PAGE>
The subsection entitled "Portfolio Managers" pertaining to the Galileo
Small Cap Value and Value Opportunities Funds on page 65 is hereby amended by
adding the following individual:
Tyler D. Davis Mr. Davis joined TCW in 1998 after more than seventeen
years as an Analyst and Portfolio Manager specializing in
the energy, financial and capital goods industries.
Previously, he served as a Director and Partner at Cowen
Asset Management, Beck, Mack & Oliver and E.M. Warburg
Pincus and Co. Prior to that he worked at Merrill Lynch
Capital Markets as a Securities Analyst specializing in
energy. Mr. Davis holds a degree in Mathematics and Geology
from Bowdoin College.
The first paragraph on page 69 under the subsection entitled "Advisory and Sub-
Advisory Agreements" is hereby amended to state:
With respect to Convertible Securities, Enhanced 500, Large Cap Growth,
Large Cap Value, Small Cap Value, Value Opportunities, Money Market,
Emerging Markets Income, European Equities, International Equities and
Japanese Equities, the Advisor has agreed to reduce its investment advisory
fee, or to pay the operating expenses for the Fund, to the extent necessary
to limit the Fund's ordinary annual operating expenses (including
amortization of organizational expenses) to 1.05%, 0.47%, 0.91%, 0.55% (up
to $10,000,000 in net assets, 0.91% thereafter), 1.20%, 1.36%, 0.40%,
1.78%, 1.20%, 1.16% and 1.20%, respectively, of their average net value,
until December 31, 1998. With respect to Core Fixed Income, the Advisor
has agreed to reduce its investment advisory fee to 0.35% of the Fund's
average daily net assets until December 31, 1998.
November 1, 1998
2