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FORM OF
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
OF
TCW GALILEO FUNDS, INC.
TCW GALILEO FUNDS, INC. a Maryland corporation registered as an open-end
investment company under the Investment Company Act of 1940, as amended, having
its principal office in the State of Maryland in Baltimore City (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: Pursuant to and in accordance with Section 2-105(c) and Section
2-208.1 of the Maryland General Corporation Law, the Board of Directors of the
Corporation hereby increases the aggregate number of shares of capital stock
that the Corporation has the authority to issue to one hundred and four billion
(104,000,000,000) shares, with a par value of $0.001 per share, for an aggregate
par value of one hundred and four million dollars ($104,000,000).
(a) Immediately prior to the increase effected by these Articles
Supplementary, the total number of shares of all classes or series that the
Corporation had the authority to issue was eighty eight billion
(88,000,000,000) shares, with a par value of $0.001 per share, for an
aggregate par value of eighty eight million dollars ($88,000,000).
(b) Immediately after the increase effected by these Articles
Supplementary, the total number of shares of all classes and series that
the Corporation has the authority to issue is one hundred and four billion
(104,000,000,000) shares, with a par value of $0.001 per share, for an
aggregate par value of one hundred and four million dollars ($104,000,000).
SECOND: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article Sixth of its Articles of Incorporation,
the Board of Directors, by actions taken on December 17, 1998 and ___, 1999,
classified and reclassified the eighty eight billion (88,000,000,000) shares
that the Corporation previously was authorized to issue. Of those eighty eight
billion (88,000,000,000) shares:
(a) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Select Equities Fund, Institutional
Class shares;
(b) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Core Fixed Income Fund, Institutional
Class shares;
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(c) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo High Yield Bond Fund, Institutional
Class shares;
(d) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Latin America Equities Fund,
Institutional Class shares;
(e) One billion six hundred and sixty six million (1,666,000,000) shares
were classified as TCW Galileo Total Return Mortgage-Backed Securities
Fund, Institutional Class shares;
(f) One billion six hundred and sixty six million (1,666,000,000) shares
were classified as TCW Galileo Mortgage-Backed Securities Fund,
Institutional Class shares;
(g) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Asia Pacific Equities Fund,
Institutional Class shares;
(h) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Emerging Markets Equities Fund,
Institutional Class shares;
(i) One billion six hundred and sixty six million (1,666,000,000) shares
were classified as TCW Galileo Small Cap Growth Fund, Institutional
Class shares;
(j) Five billion (5,000,000,000) shares were classified as TCW Galileo
Money Market Fund, Institutional Class shares;
(k) Two billion (2,000,000,000) shares were classified as TCW Galileo
Earnings Momentum Fund, Institutional Class shares;
(l) Two billion (2,000,000,000) shares were classified as TCW Galileo
Aggressive Growth Equities Fund, Institutional Class shares;
(m) Two billion (2,000,000,000) shares were classified as TCW Galileo
Convertible Securities Fund, Institutional Class shares;
(n) Two billion (2,000,000,000) shares were classified as TCW Galileo
Value Opportunities Fund, Institutional Class shares;
(o) Two billion (2,000,000,000) shares were classified as TCW Galileo
European Equities Fund, Institutional Class shares;
(p) Two billion (2,000,000,000) shares were classified as TCW Galileo
International Equities Fund, Institutional Class shares;
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(q) Two billion (2,000,000,000) shares were classified as TCW Galileo
Japanese Equities Fund, Institutional Class shares;
(r) Two billion (2,000,000,000) shares were classified as TCW Galileo
Enhanced 500 Fund, Institutional Class shares;
(s) Two billion (2,000,000,000) shares were classified as TCW Galileo
Large Cap Growth Fund, Institutional Class shares;
(t) Two billion (2,000,000,000) shares were classified as TCW Galileo
Large Cap Value Fund, Institutional Class shares;
(u) Two billion (2,000,000,000) shares were classified as TCW Galileo
Emerging Markets Income Fund, Institutional Class shares;
(v) Two billion (2,000,000,000) shares were classified as TCW Galileo
Small Cap Value Fund, Institutional Class shares;
(w) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Select Equities Fund, Investor Class
(or Class N) shares;
(x) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Core Fixed Income Fund, Investor Class
(or Class N) shares;
(y) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo High Yield Bond Fund, Investor Class
(or Class N) shares;
(z) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Latin America Equities Fund, Investor
Class (or Class N) shares;
(aa) One billion six hundred and sixty six million (1,666,000,000) shares
were classified as TCW Galileo Total Return Mortgage-Backed Securities
Fund, Investor Class (or Class N) shares;
(bb) One billion six hundred and sixty six million (1,666,000,000) shares
were classified as TCW Galileo Mortgage-Backed Securities Fund,
Investor Class (or Class N) shares;
(cc) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Asia Pacific Equities Fund, Investor
Class (or Class N) shares;
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(dd) One billion six hundred and sixty seven million (1,667,000,000) shares
were classified as TCW Galileo Emerging Markets Equities Fund,
Investor Class (or Class N) shares;
(ee) One billion six hundred and sixty six million (1,666,000,000) shares
were classified as TCW Galileo Small Cap Growth Fund, Investor Class
(or Class N) shares;
(ff) Five billion (5,000,000,000) shares were classified as TCW Galileo
Money Market Fund, Investor Class (or Class N) shares;
(gg) Two billion (2,000,000,000) shares were classified as TCW Galileo
Earnings Momentum Fund, Investor Class (or Class N) shares;
(hh) Two billion (2,000,000,000) shares were classified as TCW Galileo
Aggressive Growth Equities Fund, Investor Class (or Class N) shares;
(ii) Two billion (2,000,000,000) shares were classified as TCW Galileo
Convertible Securities Fund, Investor Class (or Class N) shares;
(jj) Two billion (2,000,000,000) shares were classified as TCW Galileo
Value Opportunities Fund, Investor Class (or Class N) shares;
(kk) Two billion (2,000,000,000) shares were classified as TCW Galileo
European Equities Fund, Investor Class (or Class N) shares;
(ll) Two billion (2,000,000,000) shares were classified as TCW Galileo
International Equities Fund, Investor Class (or Class N) shares;
(mm) Two billion (2,000,000,000) shares were classified as TCW Galileo
Japanese Equities Fund, Investor Class (or Class N) shares;
(nn) Two billion (2,000,000,000) shares were classified as TCW Galileo
Enhanced 500 Fund, Investor Class (or Class N) shares;
(oo) Two billion (2,000,000,000) shares were classified as TCW Galileo
Large Cap Growth Fund, Investor Class (or Class N) shares;
(pp) Two billion (2,000,000,000) shares were classified as TCW Galileo
Large Cap Value Fund, Investor Class (or Class N) shares;
(qq) Two billion (2,000,000,000) shares were classified as TCW Galileo
Emerging Markets Income Fund, Investor Class (or Class N) shares; and
(rr) Two billion (2,000,000,000) shares were classified as TCW Galileo
Small Cap Value Fund, Investor Class (or Class N) shares.
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THIRD: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article Sixth of its Articles of Incorporation,
the Board of Directors has duly classified the sixteen billion (16,000,000,000)
shares of the capital stock of the Corporation resultant from the increase of
authorized capital effected by these Articles Supplementary as new classes of
shares of the capital stock of the Corporation. Of the sixteen billion shares:
(a) Two billion (2,000,000,000) shares are classified as TCW Galileo
Analyst Growth Fund, Institutional Class shares;
(b) Two billion (2,000,000,000) shares are classified as TCW Galileo
Growth & Income, Institutional Class shares;
(c) Two billion (2,000,000,000) shares are classified as TCW Galileo
Health Sciences Fund, Institutional Class shares;
(d) Two billion (2,000,000,000) shares are classified as TCW Galileo
Technology Fund, Institutional Class shares;
(e) Two billion (2,000,000,000) shares are classified as TCW Galileo
Analyst Growth Fund, Investor Class (or Class N) shares;
(f) Two billion (2,000,000,000) shares are classified as TCW Galileo
Growth & Income Fund, Investor Class (or Class N) shares;
(g) Two billion (2,000,000,000) shares are classified as TCW Galileo
Health Sciences Fund, Investor Class (or Class N) shares; and
(h) Two billion (2,000,000,000) shares are classified as TCW Galileo
Technology Fund, Investor Class (or Class N) shares.
FOURTH: The Institutional Class capital stock and the Investor Class (or
Class N) capital stock of the Corporation represents interests in the same
investment portfolio of the Corporation. All shares of each particular class of
the Corporation shall represent an equal proportionate interest in that class
and each share of any particular class shall be equal to each other share of
that class. The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualification and terms and
conditions of redemption of the Institutional Class shares and Investor Class
(or Class N) shares shall be as set forth in the Corporation's Articles of
Incorporation, as amended, and shall be subject to all provisions of the
Articles of Incorporation relating to shares of the Corporation generally.
FIFTH: The Corporation is registered with the Securities and Exchange
Commission as an open-end investment company under the 1940 Act.
IN WITNESS WHEREOF, TCW Galileo Funds, Inc. has caused these Articles
Supplementary to be executed by its President and witnessed by its Secretary on
this ___ day of
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July, 2000. The President of the Corporation acknowledges that the Articles
Supplementary are the act of the Corporation, that to best of his knowledge,
information and belief, all matters and facts set forth herein relating to the
authorization and approval of these Articles Supplementary are true in all
material respects, and that this statement is made under the penalties of
perjury.
TCW Galileo Funds, Inc.
By: ________________________________
Alvin R. Albe, Jr.,
President
ATTEST: ____________________
Philip K. Holl
Secretary
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