EXHIBIT 10
ADDENDUM TO AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
The Amended and Restated Sub-Advisory Agreement ("Agreement") dated as of
November 22, 1995, by and between TCW Funds Management, Inc. (the "Investment
Manager") and TCW London International, Limited ("Sub-Adviser") provides that,
in the event the Investment Manager desires the Sub-Adviser to provide
investment advisory services to a newly created Galileo Fund it should notify
the Sub-Adviser in writing and the Sub-Adviser may accept such appointment in
writing. TCW Galileo Fund, Inc. has created three additional series to which the
Investment Manager will act as adviser, and for which the Investment Manager
desires the Sub-Adviser to provide investment advisory services.
All terms of the Agreement shall apply to the Adviser and Sub-Adviser,
except that:
(a) The Investment Manager shall pay the Sub-Adviser compensation for
services performed with respect to the Sub-Advisory Portfolio in accordance with
Section 6 of the Agreement a monthly fee computed at an annual rate specified in
the following chart:
Annual Fee Rate (Expressed as a
Percentage of Net Assets for
which the Sub-
Adviser Renders Investment
Sub-Advisory Portfolio Advisory Services
---------------------- -----------------
TCW Galileo European Equities Fund 0.75%
TCW Galileo International Equities Fund 0.00%
TCW Galileo Japanese Equities Fund 0.75%
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Addendum to the Amended and Restated Sub-Advisory Agreement as of __________
___, 1997 in Los Angeles, California.
TCW FUNDS MANAGEMENT, INC. TCW LONDON INTERNATIONAL, LIMITED
By: ______________________ By: _____________________________
Attest:___________________ Attest:__________________________
Accepted and agreed to as of the day and year first above written.
TCW GALILEO FUNDS, INC.
By: _____________________
Attest:__________________
C-10
