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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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[_] 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:
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TCW GALILEO FUNDS, INC.
TCW GALILEO LONG-TERM MORTGAGE-BACKED SECURITIES 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 Long-Term Mortgage-Backed Securities Fund of TCW Galileo Funds, Inc.
(the "Fund") will be held at the offices of the Fund on October 23, 1998 at
10:00 a.m. (Pacific time) for the following purpose:
1. To approve an amendment to a fundamental policy of the Fund.
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, 1998 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.
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TCW GALILEO FUNDS, INC.
TCW GALILEO LONG-TERM MORTGAGE-BACKED SECURITIES FUND
865 SOUTH FIGUEROA STREET, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 23, 1998
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 Long-Term Mortgage-Backed Securities 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 October 2, 1998.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Directors has fixed the close of business on August 31, 1998,
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 9,318,925.082 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: Cedars Sinai Defined Benefit Pension Plan, Los
Angeles California (5.76%); Curtis Wright Contributory Retirement Plan,
Lyndhurst, New Jersey (20.84%); General Chemical Pension Plan, Parsippany, New
Jersey (16.26%); St. Vincent's Medical Center Foundation, Bridgeport,
Connecticut (9.38%); and United Negro College Fund, Fairfax, Virginia (8.03%).
The officers and directors of the Fund, together, owned less than 1% of the
Fund's outstanding shares on the record date.
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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 amendment of the
fundamental policy. A majority of the outstanding voting shares means either
(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. TO APPROVE AN AMENDMENT TO A FUNDAMENTAL POLICY OF THE FUND.
A fundamental policy of the Fund is "... to invest at least 65% of its
assets in mortgage-backed securities which are guaranteed by, or secured by
collateral which is guaranteed by, Federal Agencies and which have a dollar
weighted average life of ten years or more."
The proposed amendment to the fundamental policy of the Fund would
eliminate any requirement that the United States government securities the Fund
may invest in have a dollar weighted average life of ten years or more. No
change is being made to the Fund's fundamental investment policy that at least
65% of its total assets be invested in mortgage-backed securities issued by the
United States government or secured by collateral that is guaranteed by the
United States government. The proposed amendment to the Fund's fundamental
policy is set forth below. Material that is proposed to be deleted is
underlined.
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With respect to Long-Term Mortgage-Backed Securities [Fund], it is a
fundamental policy of the Fund to invest at least 65% of its assets in
mortgage-backed securities which are guaranteed by, or secured by
collateral which is guaranteed by, Federal Agencies and which have a dollar
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weighted average life of ten years or more.
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The principal reason for the Board of Directors adopting the amendment is
to eliminate the inconsistency between the use of duration and weighted average
portfolio maturity to describe the Fund. Another investment policy applicable to
the Fund is that it have a duration of no more than eight years. Modifying this
fundamental policy would eliminate the inconsistency. A secondary reason for the
proposed amendment is that it is the Board of Directors' view that a duration
measurement better reflects the Fund's sensitivity to changes in interest rates
and that having both average weighted maturity and duration measurements may be
confusing to investors.
In approving the proposed amendment, the Board of Directors noted that the
change would not affect the Fund's investment policies, practices and
restrictions. Except in periods of rapid prepayments the Fund's duration is
expected to range between approximately four and eight years. In this regard,
the Board of Directors believes that the proposed amendment to the fundamental
investment policy of the Fund will more clearly reflect the Fund's interest rate
sensitivity.
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THE INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICY OF THE FUND.
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 over $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.
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.
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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
October 2, 1998
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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, 1997 IS
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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TCW GALILEO FUNDS, INC.
TCW GALILEO LONG-TERM MORTGAGE-BACKED SECURITIES FUND
SPECIAL MEETING OF SHAREHOLDERS - OCTOBER 23, 1998
PROXY
The undersigned hereby appoints ALVIN R. ALBE, JR., MICHAEL E. CAHILL,
PHILIP K. HOLL, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of TCW
Galileo Funds, Inc. - TCW Galileo Long-Term Mortgage-Backed Securities Fund to
be held on October 23, 1998, at 10:00 a.m., Pacific time, and at any adjournment
thereof, on the proposals set forth in the Notice of Meeting dated October 2,
1998.
THIS PROXY IS SOLICITED BY THE DIRECTORS. IF NO SPECIFICATION IS MADE
THEREON, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
1. To Approve an Amendment to a Fundamental Policy of the Fund:
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 should sign for
FIELD (2) 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.
