<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>ddef14a.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>

<PAGE>

                                 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:

                                          [_] Confidential, for Use of the
[_] Preliminary Proxy Statement               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 CONVERTIBLE SECURITIES FUND, INC.

                               ----------------

               (Name of Registrant as Specified In Its Charter)

                               ----------------

   (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:

  (2) Aggregate number of securities to which transaction applies:

  (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):

  (4) Proposed maximum aggregate value of transaction:

  (5) Total fee paid:

[_] 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:

  (2) Form, Schedule or Registration Statement No.:

  (3) Filing Party:

  (4) Date Filed:
<PAGE>

                          [LOGO OF TCW APPEARS HERE]

                     TCW CONVERTIBLE SECURITIES FUND, INC.
                           865 South Figueroa Street
                         Los Angeles, California 90017

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                     To be held on Tuesday, June 26, 2001

  Notice is hereby given that the annual meeting of shareholders of TCW
Convertible Securities Fund, Inc. (the "Fund") will be held at The Wilshire
Grand Hotel 930 Wilshire Boulevard, Los Angeles, California 90017 at 9:30
A.M., Pacific Daylight Time, to consider and vote on the following matters:

  1. Election of nine directors to hold office until the next annual election
     of directors;

  2. Approval of a new Investment Advisory and Management Agreement;

  3. Ratification of the selection of Deloitte & Touche, LLP as independent
     auditors for the Fund; and

  4. Such other matters as may properly come before the meeting or any
     adjournment or adjournments thereof.

  May 11, 2001, has been fixed as the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting, and only
holders of Common Stock of record at the close of business on that date will
be entitled to vote.

                                          By Order of the Board of Directors

                                          PHILIP K. HOLL
                                          Secretary

May 18, 2001


 It is requested that you promptly execute the enclosed proxy and return it
 in the enclosed envelope thus enabling the 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.
<PAGE>

                     TCW CONVERTIBLE SECURITIES FUND, INC.
                           865 SOUTH FIGUEROA STREET
                         LOS ANGELES, CALIFORNIA 90017

                                PROXY STATEMENT

  The accompanying proxy is solicited by the Board of Directors of TCW
Convertible Securities Fund, Inc. (the "Fund") in connection with the annual
meeting of shareholders to be held on Tuesday, June 26, 2001 at 9:30 A.M.,
Pacific Daylight Time. Any shareholder executing a proxy has the power to
revoke it prior to its exercise by submission of a later proxy, by voting in
person, or by letter to the Secretary of the Fund. Unless the proxy is
revoked, the shares represented thereby will be voted in accordance with
specifications thereon. Proxy solicitation will be principally by mail but may
also be by telephone, facsimile, Internet, or otherwise, or personal interview
conducted by officers and regular employees of TCW Investment Management
Company, the Fund's investment adviser (the "Adviser" or "TCW") or Corporate
Investor Communications, Inc. ("CIC"), a proxy solicitation firm that has been
retained by the Fund. The Fund will bear the cost of preparing and mailing
proxy materials, except for any expenses attributable to the inclusion of
Proposal 2, which will be borne by TCW. The Fund will pay CIC a fee of
approximately $4,500. The Fund will also reimburse banks, brokerage firms,
nominees, fiduciaries and other custodians for reasonable expenses incurred by
them in sending the proxy materials to beneficial owners of shares of the
Fund. This Proxy Statement, the Notice of Annual Meeting and proxy cards are
first being mailed to shareholders on or about May 21, 2001.

  The Fund's Common Stock is the only class of outstanding voting securities
of the Fund. The record date for determining shareholders entitled to notice
of, and to vote at, the meeting has been fixed at the close of business on May
11, 2001, and each shareholder of record at that time is entitled to cast one
vote for each share of Common Stock registered in his or her name. On May 11,
2001, there were 42,052,794 shares of Common Stock outstanding and entitled to
be voted. The Fund's Common Stock does not have cumulative voting rights. On
the record date, as far as known to the Fund, no person owned beneficially
more than 5% of the outstanding Common Stock of the Fund.

                     1. ELECTION OF THE BOARD OF DIRECTORS

  At the meeting, nine directors are to be elected to serve until the next
annual meeting of shareholders or until their successors are duly elected and
qualified. Mr. Lawrence J. Sheehan is not standing for re-election to the
Fund's Board of Directors. Unless otherwise instructed, the proxy holders
intend to vote proxies received by them for the nine nominees named below. The
following schedule sets forth certain information regarding each nominee for
election as director.

<TABLE>
<CAPTION>
                            PRINCIPAL OCCUPATION
                           DURING PAST FIVE YEARS                     SHARES
   NAME AND POSITION        AND DIRECTORSHIP OF           DIRECTOR BENEFICIALLY
     WITH THE FUND            PUBLIC COMPANIES        AGE  SINCE     OWNED(1)
   -----------------       ----------------------     --- -------- ------------
 <C>                    <S>                           <C> <C>      <C>
 Ernest O. Ellison*     Chairman of the Investment     70   1987      32,279
 President and Director Policy Committee of the
                        Adviser and TCW Asset
                        Management Company, Vice
                        Chairman and Chairman of
                        the Investment Policy
                        Committee of Trust Company
                        of the West. Vice Chairman,
                        The TCW Group, Inc.
</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>
                          PRINCIPAL OCCUPATION
                         DURING PAST FIVE YEARS                       SHARES
  NAME AND POSITION        AND DIRECTORSHIP OF            DIRECTOR BENEFICIALLY
    WITH THE FUND           PUBLIC COMPANIES          AGE  SINCE     OWNED(1)
  -----------------      ----------------------       --- -------- ------------
 <C>                 <S>                              <C> <C>      <C>
 John C. Argue       Former Senior Partner and of      69    1997      1,500
 Director            Counsel (1990-1999), Argue
                     Pearson Harbison & Myers (law
                     firm); Director, Apex Mortgage
                     Capital, Inc. (real estate
                     investment trust), Avery
                     Dennison Corporation
                     (manufacturer of self-adhesive
                     products and office supplies),
                     Nationwide Health Properties,
                     Inc. and TCW Galileo Funds,
                     Inc.; Chairman of the Rose
                     Hills Foundation, the Amateur
                     Athletic Foundation and the
                     University of Southern
                     California Board of Trustees.

 Norman Barker, Jr.  Former Chairman of the Board,     78    1987      3,225
 Director(2)         First Interstate Bank of
                     California and Former Vice
                     Chairman of the Board, First
                     Interstate Bancorp; Director,
                     ICN Pharmaceuticals, Inc., TCW
                     Galileo Funds, Inc., and Bank
                     Plus Corp.

 Richard W. Call     Former President, The Seaver      76    1987     12,243
 Director(2)         Institute (a private
                     foundation); Director, TCW
                     Galileo Funds, Inc. and The
                     Seaver Institute. Mr. Call is
                     currently involved in
                     investment in emerging market
                     countries.

 Matthew K. Fong(3)  Since 1999 Mr. Fong has been      45    2001          0
 Director            Of Counsel to the Los Angeles
                     based law firm of Sheppard,
                     Mullin, Richter & Hamilton.
                     From 1995 to 1998, Mr. Fong
                     served as Treasurer of the
                     State of California. From 1991
                     to 1994, Mr. Fong was Vice
                     Chairman of the California
                     State Board of Equalization,
                     California's elected tax
                     agency. Mr. Fong is a Director
                     of ESS Technology, Inc.
                     (computer hardware and
                     software designer) and
                     American National Title and
                     serves as a Regent of
                     Pepperdine University and the
                     Los Angeles Children's
                     Hospital. Mr. Fong is also a
                     Lt. Colonel in the U.S. Air
                     Force Reserves.

 John A. Gavin(3)    Founder and, since 1968,          70 Nominee          0
                     Chairman of Gamma Holdings
                     (international capital and
                     consulting firm); Member,
                     Latin America Strategy Board
                     of Hicks, Muse, Tate & Furst
                     (leveraged buyout firm);
                     Director, International Wire
                     Group (electrical wire
                     manufacturer), KKCF, Inc.
                     (home furnishings
                     manufacturer), Apex Mortgage
                     Capital, Inc. (real estate
                     investment trust); Trustee and
                     Director of certain mutual
                     funds advised by Merrill
                     Lynch. From 1981 to 1986, Mr.
                     Gavin was the United States
                     Ambassador to Mexico.

 Patrick C. Haden(3) Since 1997, General Partner,      48 Nominee          0
                     Riordan, Lewis & Haden
                     (venture capital firm);
                     Director, Tetra Tech, Inc.
                     (environmental consulting),
                     Elkay Plastics Co., Inc.,
                     Financial Pacific Insurance
                     Group, Inc. and IndyMac
                     Mortgage Holdings (mortgage
                     banking).
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
                         PRINCIPAL OCCUPATION
                        DURING PAST FIVE YEARS                        SHARES
 NAME AND POSITION        AND DIRECTORSHIP OF             DIRECTOR BENEFICIALLY
   WITH THE FUND           PUBLIC COMPANIES           AGE  SINCE     OWNED(1)
 -----------------      ----------------------        --- -------- ------------
 <C>               <S>                                <C> <C>      <C>
 Charles A. Parker Former director and Executive       66   1988      2,073
 Director          Vice President, The Continental
                   Corporation; Former Chairman and
                   Chief Executive Officer,
                   Continental Asset Management
                   Corporation; Director, Horace
                   Mann Educators Corp., trustee,
                   the Burridge Center for Research
                   in Security Prices (University
                   of Colorado).

 Robert G. Sims*   Private Investor; Director, The     70   1991      3,600
 Director(2)       TCW Group, Inc.
</TABLE>
--------
Notes:

 * Directors who are or may be deemed to be "interested persons" of the Fund
   as defined in the Investment Company Act of 1940, as amended (the "1940
   Act"). Mr. Ellison is an officer of the Fund and a shareholder and Director
   of The TCW Group, Inc., the parent corporation of the Adviser. Mr. Sims has
   served as a Director of the parent corporation of the Adviser during the
   past two years.

(1) Direct voting and investment power as of March 31, 2001, except as
    otherwise noted in this footnote. Shares held by Mr. Ellison include
    12,000 shares for which he holds voting and investment power as a
    custodian for a minor and trustee of a charitable trust. All officers and
    directors of the Fund as a group owned, as of March 31, 2001, beneficially
    less than 1% of the outstanding shares of its Common Stock. The column in
    the above table also does not include approximately 196,002 shares of
    Common Stock which are owned by the Adviser and its affiliates.

(2) Member of the Audit Committee of the Board of Directors.

(3) Mr. Fong was appointed to the Board of Directors on April 18, 2001, which
    appointment was effective May 5, 2001. Messrs. Gavin and Haden have not
    previously served on the Board of Directors of the Fund.

  Each of the nominees has been unanimously selected and nominated separately
first by those Directors who are not interested persons of the Fund or the
Adviser, and then unanimously nominated for election by the full Board of
Directors.

  All nominees have consented to being named in this Proxy Statement and have
indicated their intention to serve if elected. Should any nominee for director
withdraw or otherwise become unavailable for reasons not presently known, it
is intended that the proxy holders will vote for the election of such other
person or persons as the Board of Directors may designate. It is not presently
anticipated that any nominee for election will withdraw or otherwise become
unavailable prior to the Meeting.

  The Board of Directors has not designated a nominating committee of the
Board. The Board of Directors has designated the members identified by
footnote (2) to the preceding table as the Audit Committee of the Board. The
Audit Committee makes recommendations to the Board of Directors concerning the
selection of the Fund's independent auditors and reviews with such auditors
the results of the annual audit, including the scope of auditing procedures,
the adequacy of internal controls, and compliance by the Fund with the
accounting, recording and financial reporting requirements of the Act. The
Audit Committee also reviews compliance with the Fund's Code of Ethics by the
executive officers, Directors and investment personnel of the Adviser.
Mr. Sims, who is considered an "interested person" of the Fund under the Act
by reason of being a director of the parent of the Adviser has been determined
by the Board of Directors to be independent from management

                                       3
<PAGE>

and the Fund. The Fund's Board of Directors determined that this relationship
will not interfere with Mr. Sims' exercise of business judgement. Among the
factors considered by the Board of Directors were the remoteness of the
affiliation and Mr. Sims' previous Audit Committee experience and financial
literacy. The Audit Committee held two meeting(s) during the last fiscal year.

  The Fund's Board of Directors has adopted an Audit Committee Charter, a copy
of which is attached to this Proxy Statement as Appendix C. The Audit
Committee has received written disclosures and the letter required by
Independence Standards Board No. 1 from the Fund's independent public
accountant, and has discussed with the Fund's independent public accountant
its independence. The Audit Committee has also reviewed and discussed the
audited financial statements with Fund management and the Fund's independent
public accountant, and discussed certain matters with the Fund's independent
public accountant addressed by Statements on Auditing Standards No. 61. Based
on the foregoing, the Audit Committee recommended to the Board of Directors
that the Fund's audited financial statements be included in the Fund's Annual
Report for the fiscal year ended December 31, 2000. As indicated above, the
members of the Audit Committee are Messrs. Barker, Call and Sims.

  During 2000, the Board of Directors held four meetings. Each nominee then in
office attended more than 75% of the aggregate of (1) the total number of
meetings of the Board of Directors and (2) if a member of the Audit Committee,
the total number of meetings held by such Committee, except that Richard Call
attended three of the four Board of Directors' meetings and one of the two
Audit Committee meetings.

  The Fund pays each Independent Director an annual fee of $7,500 plus a per
meeting fee of $750 for meetings of the Board of Directors or Committees of
the Board of Directors attended by the Director. The Fund also reimburses such
Directors for travel and other out-of-pocket expenses incurred by them in
connection with attending such meetings. Directors and officers of the Fund
who are employed by the Adviser or an affiliated company of the Adviser
receive no compensation or expense reimbursement from the Fund.

  The following table illustrates the compensation paid to the Fund's
independent directors (the "Independent Directors") by the Fund for the fiscal
year ended December 31, 2000. Where applicable, the table also illustrates the
compensation paid to the Fund's Independent Directors for the calendar year
ended December 31, 2000 by the TCW Galileo Funds, Inc. (the "Galileo Funds").
The compensation paid by the Galileo Funds is included solely because the
Adviser also serves as investment adviser to the Galileo Funds. The
Independent Directors do not receive any pension or retirement benefits from
the Fund or the Galileo Funds. The Interested Directors are omitted from this
table because they receive no compensation from the Fund.

<TABLE>
<CAPTION>
                                                  Aggregate   Total Compensation
                                                Compensation    From the Fund
Name of Independent Director                    From the Fund and Galileo Funds
----------------------------                    ------------- ------------------
<S>                                             <C>           <C>
John C. Argue..................................    $12,000         $50,000
Norman Barker, Jr. ............................     12,750          50,750
Richard W. Call................................     11,250          48,750
Coleman W. Morton*.............................     10,500          10,500**
Charles A. Parker..............................     10,500          10,500**
</TABLE>
--------
* Mr. Morton resigned from the Fund's Board of Directors on May 5, 2001.

** Messrs. Morton and Parker did not serve on the Board of the Galileo Funds.

                                       4
<PAGE>

  The following information relates to the executive officers of the Fund who
are not Directors of the Fund. The business address of each is 865 South
Figueroa Street, Los Angeles, California 90017. Several of the officers own
common stock of The TCW Group, Inc., the parent corporation of the Adviser.

<TABLE>
<CAPTION>
     Name and Position              Principal Occupation                Officer
       with the Fund               During Past Five Years           Age  Since
     -----------------             ----------------------           --- -------
 <C>                       <S>                                      <C> <C>
 Alvin R. Albe, Jr.        Executive Vice President and Director,    47  1998
 Senior Vice President     Trust Company of the West and TCW
                           Asset Management Company; President
                           and Director, the Adviser, TCW Galileo
                           Funds, Inc.; Executive Vice President,
                           The TCW Group, Inc.

 Kevin Hunter              Managing Director, Trust Company of       42  1992
 Senior Vice President     the West, TCW Asset Management
                           Company, and the Adviser.

 Thomas E. Larkin, Jr.     Vice Chairman, The TCW Group, Inc.,       61  1989
 Senior Vice President     Trust Company of West, TCW Asset
                           Management Company and the Adviser;
                           Vice Chairman of TCW Galileo Funds,
                           Inc.

 Hilary G. D. Lord         Managing Director, Chief Compliance       44  1988
 Senior Vice President and Officer and Assistant Secretary, Trust
 Assistant Secretary       Company of the West, TCW Asset
                           Management Company, and the Adviser;
                           Assistant Secretary, TCW Galileo
                           Funds, Inc.

 Thomas D. Lyon            Managing Director, Trust Company of       42  1998
 Senior Vice President     the West, TCW Asset Management Company
                           and the Adviser. Prior to joining TCW
                           in October of 1997, Mr. Lyon was a
                           Vice President and a Portfolio Manager
                           with Transamerica Investment Services.

 Michael E. Cahill         Managing Director, General Counsel and    50  1992
 General Counsel and       Secretary, Trust Company of the West,
 Assistant Secretary       TCW Asset Management Company, the
                           Adviser and The TCW Group, Inc. Mr.
                           Cahill is also Secretary of Apex
                           Mortgage Capital, Inc.

 Philip K. Holl            Senior Vice President, Associate          51  1994
 Secretary                 General Counsel and Assistant
                           Secretary, Trust Company of the West,
                           TCW Asset Management Company and the
                           Adviser; Secretary, TCW Galileo Funds,
                           Inc.; Assistant Secretary, Apex
                           Mortgage Capital, Inc.

 Peter C. DiBona           Senior Vice President, Trust Company      42  1998
 Treasurer                 of the West, TCW Asset Management
                           Company and the Adviser; Treasurer,
                           TCW Galileo Funds, Inc.

 George N. Winn            Assistant Vice President, TCW Asset       32  2000
 Assistant Treasurer       Management Company, Trust Company of
                           the West and the Adviser; Assistant
                           Treasurer, TCW Galileo Funds, Inc.
</TABLE>

Required Vote

  The affirmative vote of a plurality of the votes cast at the meeting are
     required to elect each of the Directors.

  The Fund's Board of Directors, including the Independent Directors,
recommends that shareholders vote "For" the nominees under Proposal 1.
Unmarked proxies will be so voted.

                                       5
<PAGE>

                 2. APPROVAL OF A NEW INVESTMENT ADVISORY AND
                             MANAGEMENT AGREEMENT

Introduction

  TCW Investment Management Company, a registered investment adviser located
at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017,
currently serves as the investment adviser to the Fund pursuant to the terms
of an Investment Advisory and Management Agreement (the "Advisory Agreement").
TCW presently serves as investment adviser to 50 investment companies
(including separate series thereof) which are registered under the 1940 Act,
and to a number of other advisory clients. TCW is a wholly owned subsidiary of
The TCW Group, Inc. ("The TCW Group"), a Nevada corporation, whose direct and
indirect subsidiaries, including Trust Company of the West and TCW, provide a
variety of trust, investment management and investment advisory services. As
of March 31, 2001, TCW and its affiliated companies had approximately $80
billion under management or committed for management in various fiduciary and
advisory capacities.

  The current directors of TCW are Thomas E. Larkin, Jr., Marc I. Stern,
Chairman, and Alvin R. Albe, Jr., President of TCW. Robert A. Day may be
deemed to be a control person of TCW by virtue of the aggregate ownership by
Mr. Day and his family of approximately 25% of the outstanding voting stock of
The TCW Group. Mr. Larkin, 61, is Vice Chairman of The TCW Group and TCW, and
a Vice Chairman of Trust Company of the West. Mr. Stern, 57, is Chairman of
TCW, President and Director of The TCW Group, and a Vice Chairman of Trust
Company of the West. Mr. Albe, 47, is Executive Vice President and Director of
Trust Company of the West, President and Director of TCW, and Executive Vice
President of The TCW Group. The business address of Messrs. Albe, Day, Larkin
and Stern, and of The TCW Group, is 865 South Figueroa Street, Los Angeles,
California 90017.

  TCW will undergo a "change in control" as a result of the consummation of
the transaction described below, resulting in the assignment, and therefore
automatic termination, of the Advisory Agreement. It is proposed that TCW
continue to serve as investment adviser to the Fund following completion of
the transaction. Therefore, in connection with the transaction and as required
by the 1940 Act, shareholders of the Fund are being asked to approve a new
investment advisory and management agreement (the "New Advisory Agreement")
between the Fund and TCW which is substantially identical to the current
Advisory Agreement. The Fund's Board of Directors recommends that shareholders
approve the New Advisory Agreement, a form of which is attached as Appendix A.

Description of the Transaction

  On April 11, 2001, The TCW Group, certain stockholders of The TCW Group, and
Societe Generale, S.A. ("Societe Generale"), Societe Generale Asset
Management, S.A. ("SGAM"), a wholly owned subsidiary of Societe Generale, and
certain other parties entered into an Acquisition Agreement and Plan of
Reorganization (the "Acquisition Agreement") pursuant to which SGAM will
acquire a 70% interest in The TCW Group over the next five years (the
"Transaction"). As a result of this Transaction, Societe Generale will control
The TCW Group and TCW.

  The Acquisition Agreement provides for the acquisition of the 70% interest
in The TCW Group by SGAM with payment to be made in Societe Generale shares.
Under the terms of the Acquisition Agreement, the Transaction will be
completed in two main stages. In the first stage, SGAM will acquire a 51%
ownership stake

                                       6
<PAGE>

in The TCW Group for Societe Generale shares valued at approximately
$880,000,000. This amount is subject to upward or downward revision according
to formulas in the Acquisition Agreement and the definitive accounting results
of The TCW Group for the years 2001 and 2002.

  In a second stage, between 2003 and 2006, SGAM has the right to acquire, and
The TCW Group shareholders have the right to put to SGAM, an additional 19% of
The TCW Group shares in four equal annual installments, again paid for with
Societe Generale shares. The acquisitions in the second stage will be priced
according to formulas in the Acquisition Agreement and based on the definitive
accounting results of The TCW Group for later periods. Generally, the pricing
formulas in the Acquisition Agreement create an incentive for The TCW Group to
grow and increase its earnings. The TCW Group will seek to accomplish this
goal by retaining existing customers and increasing assets under management at
TCW.

  The remaining 30% of the shares of The TCW Group will be retained by current
shareholders and will be available for re-circulation to employees for
incentive purposes as Societe Generale repurchases them over time. TCW and
Societe Generale believe that this residual ownership creates an additional
long-term incentive for growth, performance, and service to TCW clients.

  In addition to the benefit conferred on holders of shares of The TCW Group,
the Transaction has been designed to allow The TCW Group and TCW to continue
with significant autonomy, while providing support and other benefits from the
Societe Generale Group of companies, as discussed further below. Under the
Acquisition Agreement, during the five years after the closing of the initial
acquisition, Societe Generale has committed up to $25 million per year (up to
a total of $100 million) to invest in new investment vehicles developed by The
TCW Group and approved by the new products committee.

  The Acquisition Agreement also provides for mechanisms to retain key
employees of The TCW Group and TCW. In addition to incentive price adjustments
that would benefit shareholders of The TCW Group, a stock option plan and a
retention plan will be established by The TCW Group for the purpose of
retaining and incentivizing selected employees of TCW and The TCW Group. This
retention plan will be funded with $100,000,000 in cash or Societe Generale
shares. Additionally, selected members of senior management will enter into
employment contracts and non-competition and non-solicitation agreements with
terms of four years or more.

  The Acquisition Agreement also contemplates that officers of both companies
will sit on the other's board of directors. Robert A. Day, Chairman and CEO of
The TCW Group, will be nominated to become the first American to serve on the
Societe Generale board. Philippe Citerne, Chief Executive Officer of Societe
Generale, and Philippe Collas, Chairman and CEO of SGAM, will sit on the board
of directors of The TCW Group. Further, Marc I. Stern, President of The TCW
Group, and Robert D. Beyer, President of Trust Company of the West, will sit
on the board of directors of SGAM and will also join the executive committee
of SGAM, along with William C. Sonneborn, Executive Vice President of The TCW
Group. Otherwise, the TCW management structure will not change as a result of
the Transaction.

  The Transaction is expected to be completed on or about June 29, 2001,
although there is no assurance that the Transaction will be completed. Upon
completion of the Transaction, SGAM will hold a separate class of common stock
of The TCW Group that has additional voting rights giving SGAM approximately
80% of the total voting rights in The TCW Group. Completion of the Transaction
is subject to a number of conditions,

                                       7
<PAGE>

including, among others, the receipt of certain regulatory approvals,
effectiveness of certain employment agreements, and the absence of material
adverse effects on the parties. Approval of the New Advisory Agreement by the
shareholders of the Fund is not a condition to the closing of the Transaction,
however, failure to do so may affect the closing price of the Transaction. If
the Transaction is not completed for any reason, the Advisory Agreement will
remain in effect.

Interest of Certain Persons in the Transaction

  Certain Executive Officers of the Fund have a financial interest in the
Transaction. Messrs. Albe, Cahill and Ellison (who is also a Director of the
Fund) and Ms. Lord (the "Executive Officers") are shareholders of The TCW
Group, and upon consummation of the Transaction will receive shares of Societe
Generale in exchange for a portion of their interests in The TCW Group.

  Upon consummation of the Transaction, Mr. Albe will enter into an employment
agreement for a term of at least four years after the closing of the
Transaction. Each Executive Officer will continue to receive employment-
related compensation from TCW. A stock option plan and a retention plan will
be established by TCW prior to the closing of the Transaction. TCW will
determine, subject to approval by Societe Generale, the terms and conditions
of such stock option plan, including the type and amount of securities subject
to the plan, their exercise price, and pricing and vesting terms. The
retention plan, funded by $100,000,000 in cash or Societe Generale stock, is
designed to retain and incentivize selected employees of TCW. Representatives
of Societe Generale and TCW will mutually agree on the participants and the
amounts to be allocated under the plans, which may or may not include
Executive Officers of the Fund.

  As a result of the direct and indirect interests in the Transaction and in
TCW, including any employment arrangements with TCW, each of the Executive
Officers may be deemed to have a substantial interest in shareholder approval
of the New Advisory Agreement.

Post-Transaction Structure and Operations

  Upon completion of the Transaction, Societe Generale will control The TCW
Group and its subsidiaries, including TCW. Operationally, TCW is expected to
remain independent and to be the exclusive asset management platform of the
Societe Generale Group in the United States. In this regard, TCW will
coordinate its activities with SGAM. To permit the provision of advisory
services to non-U.S. clients of SGAM and other advisory clients of the Societe
Generale Group, TCW personnel, including personnel with portfolio management
responsibility for the Fund, may become affiliated with SGAM or other Societe
Generale-controlled firms. TCW also may call upon the research capabilities
and resources of SGAM and its advisory affiliates in connection with providing
investment advice to its clients. The TCW Group and TCW will continue to
operate in the United States under their existing names and from their current
offices.

Description of Societe Generale and Its Affiliates

  Societe Generale, S.A., a publicly traded company founded in 1864 and based
in Paris, France, is the lead company in the Societe Generale Group, which is
one of Europe's leading banking groups. The Group maintains its focus on three
primary business lines: retail banking; corporate and investment banking; and
asset management and private banking. The Group's strategy is to develop
businesses with superior revenue flows

                                       8
<PAGE>

within retail banking, asset management and private banking in order to
guarantee steady earnings growth, to continue to enhance the profitability of
its corporate and investment banking activities, to seize any opportunities
offered by the internet to increase market share more quickly and cut costs,
and to pursue a strategy of partnerships with European banks that share
Societe Generale's vision of the banking industry. As of March 31, 2001, SGAM
had assets under management of more than $150 billion. After completion of the
Transaction, it is expected that TCW and SGAM will have over $230 billion
under management based on current market valuations. Societe Generale's
address is 29, boulevard Haussman, 75009, Paris, France.

  The Societe Generale Group includes over 69,000 staff members in 500 offices
in 75 countries spread across five continents. As of December 31, 2000,
Societe Generale's major shareholders, in addition to its group of employees
and former employees, included the CGNU Group, plc (a UK insurance group
holding 6.75% of the share capital and 7.73% of the voting rights), Banco
Santander Central Hispano, S.A. (a Spanish banking group holding 5.93% of the
share capital and 5.25% of the voting rights), and Meiji Life Insurance
Company (a Japanese life insurance company holding 3.25% of the share capital
and 5.76% of the voting rights). As of that same date, employees and former
employees of the Societe Generale Group held, through an employee stock
ownership program, 7.35% of the share capital of Societe Generale and 12.45%
of the voting power.

  Following completion of the Transaction, Societe Generale and companies in
the Societe Generale Group, including, but not limited to, certain broker-
dealers such as SG Cowen Securities Corporation, Fimat USA, Inc., Santander
Investment Securities Inc., Santander Securities, SG Securities Asia
International Holdings Ltd., SG Securities Johannesburg, Societe Generale
Investments (UK) Ltd., SG Securities Madrid, and Fimatex (collectively, the
"Affiliated Brokers"), may be considered to be affiliated persons of TCW. Once
the Transaction is completed, absent an SEC exemption or other relief, the
Fund generally would be precluded from effecting principal transactions with
the Affiliated Brokers, and its ability to purchase securities being
underwritten by an Affiliated Broker or to utilize the Affiliated Brokers for
agency transactions would be subject to limitations. TCW does not believe that
the applicable limitations on transactions with the Affiliated Brokers
described above will materially adversely affect its ability, post-closing, to
provide services to the Fund, the Fund's ability to take advantage of market
opportunities, or the Fund's overall performance.

Anticipated Impact of the Transaction on Management of the Fund

  The Societe Generale Group has a long track record of acquiring successful
businesses, then allowing those businesses to flourish by leaving the
management and decision-making authority intact at the firms. To that end, The
TCW Group will remain intact and operationally autonomous, functioning as a
stand-alone unit of the Societe Generale Group and the exclusive asset
management platform in the United States. TCW believes that Societe Generale
is committed to the people and processes that have led to TCW's success over
the years. Accordingly, TCW believes that the Transaction should have no
immediate impact, other than as already noted above, on the management of the
Fund or TCW's capacity to provide the type, quality, or quantity of services
that it currently provides, and that the Fund should continue to receive the
same high quality of service after the Transaction. As discussed below,
however, TCW believes that the Transaction offers the potential to enhance
significantly its future ability to deliver quality investment advisory
services.

  Specifically, TCW does not anticipate that the Transaction will result in
personnel changes affecting the management or the administration of, or TCW's
relationship with, the Fund, including those responsible for TCW's regulatory
compliance program. Further, although the Advisory Agreement will terminate as
a result of

                                       9
<PAGE>

the Transaction, the New Advisory Agreement that is being proposed is
substantively identical to that currently in effect. In particular, the
investment management fees payable to TCW, the services to be provided by TCW,
and TCW's obligations and duties under that agreement will remain unchanged.

  TCW will bear the legal and similar expenses of preparing any necessary
proxy material or other shareholder communication ("proxy material") in
connection with the Transaction, including the expense of any necessary proxy
solicitation services, to the extent that such expenses are attributable to
the inclusion of Proposal 2. All other costs of preparing and mailing any
necessary proxy material for the annual meeting will be borne by the Fund.

The Benefits of the Transaction

  TCW anticipates that the Transaction with Societe Generale will benefit TCW
and the Fund in a variety of ways, including the following:

  . TCW's investment expertise will be enhanced by this combination because
    of the business experience and relationships that Societe Generale has
    built around the globe, particularly in Europe. TCW's access to European
    markets and business opportunities will be greatly enhanced by Societe
    Generale's experience and relationships. The combined global resources of
    Societe Generale and TCW will allow TCW to take advantage of growth
    opportunities in the global marketplace.

  . SGAM currently has a team of global investment professionals that manages
    more than $150 billion in assets. Opportunities for synergies among these
    professionals and TCW's investment professionals will provide an
    excellent opportunity for furthering TCW's global investment expertise.

  . The combination will provide additional career opportunities for TCW
    professionals, furthering TCW's ability to attract and retain the best
    people.

  . The combination with an organization with the size and resources of the
    Societe Generale Group will provide TCW with the enhanced opportunity to
    obtain additional capital and other resources to improve the quality of
    services TCW is able to provide.

Section 15(f) of the 1940 Act

  Section 15(f) provides a non-exclusive safe harbor for an investment adviser
to an investment company or any affiliated persons to receive any amount or
benefit in connection with a "change in control" of the investment adviser as
long as two conditions are satisfied. First, an "unfair burden" must not be
imposed on investment company clients of the adviser as a result of the
transaction, or any express or implied terms, conditions or understandings
applicable to the transaction. The term "unfair burden" (as defined in the
1940 Act) includes any arrangement during the two-year period after the change
of control whereby the investment adviser (or its predecessor or successor
adviser), or any "interested person" (as defined in the 1940 Act) of any such
adviser, receives or is entitled to receive any compensation, directly or
indirectly, from such an investment company or its security holders (other
than fees for bona fide investment advisory or other services) or from any
other person in connection with the purchase or sale of securities or other
property to, from, or on behalf of, such investment company. The Board has
been advised that TCW is aware of no circumstances arising from the
Transaction that might result in an unfair burden being imposed on the Fund.
The second condition of Section 15(f) is that during the three-year period
after the change of control, at least 75% of the members of

                                      10
<PAGE>

such investment company's board of directors must not be "interested persons"
(as defined on the 1940 Act) of the investment adviser or its predecessor
adviser. It is anticipated that the composition of the Fund's Board will
satisfy this condition prior to the closing of the Transaction. Societe
Generale and each of the other parties to the Agreement have agreed to use
reasonable best efforts to ensure compliance with Section 15(f) as it applies
to the Transaction during the applicable time periods.

The Contracts

 The Advisory Agreement

  TCW has served as investment adviser to the Fund since its inception on
March 5, 1987. The Advisory Agreement, dated July 21, 1999, was last submitted
for approval by shareholders at the annual meeting held on that date. If the
Transaction is not consummated, TCW will continue to serve as adviser to the
Fund under the current Advisory Agreement. The Advisory Agreement was last
approved by the Board, including a majority of the Directors who are not
parties to the Advisory Agreement or interested persons of any such party, at
a meeting held on February 21, 2001.

  Under the terms of the Advisory Agreement, TCW is responsible for making
investment decisions and placing orders for the purchase and sale of the
Fund's investments directly with the issuers or with brokers or dealers
selected by TCW at its discretion. TCW also furnishes to the Board, which has
overall responsibility for the business and affairs of the Fund, periodic
reports on the investment performance of the Fund.

  TCW is obligated to manage the Fund in accordance with applicable laws and
regulations. The investment advisory services of TCW to the Fund are not
exclusive under the terms of the Advisory Agreement. TCW is free to, and does,
render investment advisory services to others.

  Consistent with the requirements of the 1940 Act, the Advisory Agreement
provides that TCW generally is not liable to the Fund for any error in
judgment, mistake of law, or otherwise, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of TCW's duties
or by reason of its reckless disregard of its obligations and duties under the
Advisory Agreement.

  The Advisory Agreement may be terminated by the Fund without penalty upon 60
days' notice by the Board or by a vote of the holders of a majority of the
Fund's outstanding shares voting as a single class, or upon 90 days' notice by
TCW. As noted above, the Advisory Agreement terminates automatically in the
event of its "assignment" (as defined in the 1940 Act).

  As compensation for the services rendered, TCW receives a monthly fee from
the Fund computed at the annual rate of 0.75% of the first $100 million of the
Fund's average weekly net assets, and 0.50% of the Fund's average weekly net
assets in excess of $100 million. Average net assets are determined by taking
the average of the weekly determinations of net asset value for each week that
ends during the month. For the fiscal year ended December 31, 2000, TCW
received from the Fund $2,797,585 in advisory fees. The advisory fee equaled
0.55% of the Fund's average net assets for the year. The total net assets of
the Fund were $352,554,521 on December 31, 2000.

  Information about TCW, its principal executive officer and directors, TCW's
other investment company clients, and TCW's brokerage policies is presented in
Appendix B.

                                      11
<PAGE>

 The New Advisory Agreement

  The New Advisory Agreement is substantially identical to the Advisory
Agreement. As noted previously, TCW does not anticipate that the Transaction
will cause any reduction in the quality or types of services now provided to
the Fund or have an adverse effect on TCW's ability to fulfill its obligations
to the Fund. No change is anticipated in the investment philosophies and
practices currently followed by the Fund. There will be no change in advisory
fees for the Fund. TCW has advised the Fund that it currently anticipates that
the same persons responsible for management of the Fund under the Advisory
Agreement will continue to be responsible for management of the Fund under the
New Advisory Agreement.

  At the April 30, 2001 meeting of the Board at an in-person meeting called
for the purpose of acting on the New Advisory Agreement, the New Advisory
Agreement was approved unanimously by the Board, including all of the
Directors who are not parties to the New Advisory Agreement or "interested
persons" (as defined in the 1940 Act) of any such party (other than as
Directors of the Fund). The New Advisory Agreement, as approved by the Board,
is submitted for approval by the shareholders of the Fund.

  If the New Advisory Agreement is approved by shareholders of the Fund, it
will take effect immediately upon the closing of the Transaction. The New
Advisory Agreement will remain in effect for two years from the date it takes
effect and, unless earlier terminated, will continue from year to year
thereafter, provided that such continuance is approved annually by (i) the
Board or by the vote of a majority of the outstanding voting securities of the
Fund, and, in either case, (ii) a majority of the Directors who are not
parties to the New Advisory Agreement or "interested persons" of any such
party (other than as Directors of the Fund).

  In the event that, due to adjournments of the Annual Meeting of
Shareholders, the Transaction is consummated before shareholders approve the
New Advisory Agreement, the Board, including a majority of the Directors who
are not parties to the Advisory Agreement or the New Advisory Agreement, or
interested persons of any such party, has authorized an interim advisory
contract which has the same terms as the current Advisory Agreement. Pursuant
to Rule 15a-4 under the 1940 Act, this interim contract may continue in effect
for up to 150 days after the automatic termination of the current Advisory
Agreement and investment management fees would be held in an escrow account
pending shareholder approval of the New Advisory Agreement, after which such
fees would be paid to the Adviser.

Evaluation by the Board of Directors

  The Board has determined that, in approving the New Advisory Agreement on
behalf of the Fund, the Fund can best assure itself that services currently
provided to the Fund by TCW, its officers and employees, will continue without
interruption after the Transaction. The Board believes that, like the Advisory
Agreement, the New Advisory Agreement will enable the Fund to obtain high
quality services at a cost that is appropriate, reasonable, and in the best
interests of the Fund and its shareholders.

  In determining whether it was appropriate to approve the New Advisory
Agreement and to recommend approval to shareholders, the Board, including the
Directors who are not parties to the New Advisory Agreement or interested
persons of such parties, considered various materials and representations
provided by TCW, including information concerning the continued employment of
senior management and investment professionals by TCW after the Transaction,
and was advised by independent legal counsel with respect to these matters.

                                      12
<PAGE>

  Information considered by the Directors included, among other things, the
following: (1) TCW's representation that the same persons currently
responsible for management of the Fund are expected to continue to manage the
Fund under the New Advisory Agreement, thus helping to ensure continuity of
management; (2) the compensation to be received by TCW under the New Advisory
Agreement is the same as the compensation paid under the Advisory Agreement,
which the Board previously has determined to be fair and reasonable; (3) TCW's
representation that it will not seek to increase the rate of advisory fees
paid by the Fund for a period of at least two years following the Transaction;
(4) the commonality of the terms and provisions of the New Advisory Agreement
with the terms of the Advisory Agreement; (5) representations made by TCW
concerning the potential impact of affiliated brokerage relationships on its
ability to provide services to the Fund, and on the Fund's ability to engage
in portfolio transactions; (6) representations made by TCW that synergies
among Societe Generale's and TCW's operations could produce benefits to Fund
shareholders through expansion of TCW's investment expertise and investment
research capabilities and the enhanced resources expected to be available to
TCW; (7) the nature and quality of the services rendered by TCW under the
Advisory Agreement; (8) the results achieved by TCW for the Fund; (9) the high
quality of the personnel, operations, financial condition, investment
management capabilities, methodologies, and performance of TCW; (10) TCW's
representation that the Fund will not bear any of the costs arising as a
result of the Transaction, including any additional expenses incurred in the
preparation and mailing of proxy materials, or any proxy solicitation services
utilized, in connection with this matter.

  Based upon its review, the Board determined that, by approving the New
Advisory Agreement, the Fund can best be assured that services from TCW will
be provided without interruption and without change. The Board also determined
that the New Advisory Agreement is in the best interests of the Fund and its
shareholders. Accordingly, after consideration of the above factors, and such
other factors and information it considered relevant, the Board unanimously
approved the New Advisory Agreement and voted to recommend its approval by the
Fund's shareholders.

Required Vote

  The affirmative vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) is required to approve the Advisory
Agreement. The 1940 Act defines a vote of a majority of a fund's outstanding
voting securities as the lesser of (a) 67% or more of the shares represented
at the meeting if more than 50% of the shares entitled to vote are so
represented, or (b) more than 50% of the shares entitled to vote.

  The Fund's Board of Directors, including the Independent Directors,
recommends that shareholders vote "For" approval of the new advisory agreement
as provided under Proposal 2. Unmarked proxies will be so voted.

                                      13
<PAGE>

           3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

  Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of the Directors who are not interested persons of the
Fund as that term is defined in the Act) of the firm of Deloitte & Touche LLP
("Deloitte") as independent auditors for the Fund for the fiscal year ending
December 31, 2001. The engagement of such independent auditors is conditioned
upon the right of the Fund, by vote of a majority of its outstanding voting
securities, to terminate such employment forthwith without any penalty.
Representatives of Deloitte are expected to be present at the meeting, and
will have the opportunity to make a statement if they desire to do so, and
such representatives are expected to be available to respond to any
appropriate questions from shareholders.

  Audit Fees. The aggregate fees paid to Deloitte in connection with the
annual audit of the Fund for the fiscal year ended December 31, 2000 was
$29,400.

  Financial Information Systems Design and Implementation Fees. There were no
fees billed for financial information systems design and implementation
services rendered by Deloitte to the Fund, the Adviser, and entities
controlling, controlled by or under common control with the Adviser that
provide services to the Fund for the fiscal year ended December 31, 2000.

  All Other Fees. The aggregate fees billed for all other non-audit services,
including fees for tax-related services, rendered by Deloitte to the Fund, the
Adviser, and entities controlling, controlled by or under common control with,
the Adviser that provide services to the Fund was $10,000 for the fiscal year
ended December 31, 2000. The Audit Committee has considered whether the
provision of non-audit services is compatible with maintaining the
independence of Deloitte.

Required Vote

  The affirmative vote of a majority of the votes cast at the meeting is
required for the ratification of the selection of independent auditors.

  The Fund's Board of Directors, including the Independent Directors,
recommends that shareholders vote "For" ratification of the selection of
independent auditors as provided under Proposal 3. Unmarked proxies will be so
voted.

                                      14
<PAGE>

                               4. OTHER MATTERS

  The proxy holders have no present intention of bringing before the meeting
for action any matters other than those specifically referred to in the
foregoing, and in connection with or for the purpose of effecting the same,
nor has the management of the Fund any such intention. Neither the proxy
holders nor the management of the Fund is aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.

                         VOTING AND OTHER INFORMATION

Voting Information

  For purposes of this Annual Meeting of Shareholders, a quorum is present to
transact business if the holders of a majority of the outstanding shares of
the Fund entitled to vote at the meeting are present in person or by proxy.
Proxies that reflect abstentions or broker non-votes (i.e. proxies from
brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which such brokers or nominees do not
have discretionary power) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Assuming the presence of a quorum, abstentions and broker non-votes will have
the effect of a "no" vote for Proposal 2. Abstentions and broker non-votes
will not be counted in favor of, but will have no other effect on, the vote
for Proposals 1 and 3, which require the approval of a plurality and a
majority, respectively, of the votes cast at the meeting.

Other Information

  Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts
02116, serves as the administrator of the Fund.

Shareholder Proposals

  The Fund holds annual meetings of shareholders. A shareholder's proposal
intended to be presented at the Fund's 2002 Annual Meeting of Shareholders
must be received by January 21, 2002, in order to be included in the Fund's
proxy statement and form of proxy relating to the meeting. Timely submission
of a proposal does not, however, necessarily mean that the proposal will be
included. A shareholder who wishes to make a proposal at the 2002 Annual
Meeting of Shareholders without including the proposal in the Fund's proxy
statement must notify the Secretary of the Fund in writing of such proposal by
April 8, 2002. If a shareholder fails to give timely notice, then the persons
named as proxies in the proxies solicited by the Board for the 2002 Annual
Meeting of Shareholders may exercise discretionary voting power with respect
to any such proposal.

                                      15
<PAGE>

Adjournment

  In the event that the necessary quorum to transact business at the meeting
is not obtained or a quorum is present at the meeting but 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 propose 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 in person or by proxy. If the necessary quorum is not
obtained, the persons named as proxies will vote in favor of the adjournment.
If a quorum is present, the persons named as proxies will vote in favor of
such adjournment those shares which they are entitled to vote which have voted
in favor of such proposals, and they will vote against any such adjournment
those proxies which have voted against any of such proposals. A shareholder
vote may be taken on one or more of the proposals in this proxy statement
prior to any adjournment if sufficient votes have been received for approval.

                                          By Order of the Board of Directors

                                          PHILIP K. HOLL
                                          Secretary

May 18, 2001


 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.



 A copy of the Fund's Annual Report for the year ended December 31, 2000 is
 available without charge upon request by writing the Fund at 865 South
 Figueroa Street, Los Angeles, California 90017 or telephoning it at 1-877-
 829-4768.


                                      16
<PAGE>

                                                                     APPENDIX A

                       (Form of New Advisory Agreement)

                 INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

  AGREEMENT is made as of       day of        , 2001 by and between TCW
CONVERTIBLE SECURITIES FUND, INC., a Maryland corporation ("Fund"), and TCW
INVESTMENT MANAGEMENT COMPANY, a California corporation ("Adviser").

  WHEREAS, the Fund is engaged in the business of a closed-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended ("1940 Act");

  WHEREAS, the Adviser is engaged in the business of providing investment
advice and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended;

  WHEREAS, the Fund wishes to retain the Adviser to render investment advisory
and management services; and

  WHEREAS, the Adviser is willing to perform such services.

  NOW, THEREFORE, the Fund and the Adviser agree as follows:

  1. Appointment. The Fund hereby employs the Adviser to provide investment
advisory and management services for the period and on the terms set forth in
this Agreement. The Adviser hereby accepts such employment and agrees to
render the services and to assume the obligations herein set forth, for the
compensation herein provided.

  2. Advisory and Management Services. The Adviser, subject to the direction
and supervision of the Fund's Board of Directors and in conformity with
applicable laws, the Fund's Articles of Incorporation, Bylaws, Registration
Statement, Prospectus and stated investment objectives, policies and
restrictions, shall:

    (a) Manage the investment of the Fund's assets including, by way of
  illustration, the evaluation of pertinent economic, statistical, financial
  and other data, the determination of the industries and companies to be
  represented in the Fund's portfolio, the formulation and implementation of
  the Fund's investment program, and the determination from time to time of
  the securities and other investments to be purchased, retained or sold by
  the Fund;

    (b) Place orders for the purchase or sale of portfolio securities for the
  Fund's account with broker-dealers selected by the Adviser;

    (c) Administer the day to day operations of the Funds;

    (d) Furnish to the Fund office space at such place as may be agreed upon
  from time to time, and all office facilities, business equipment, supplies,
  utilities and telephone services necessary for managing the affairs and
  investments and keeping the general accounts and records of the Fund that
  are not maintained by the Fund's transfer agent, custodian, administrator
  or accounting or sub-accounting agent, and arrange for officers or
  employees of the Adviser to serve, without compensation from the Fund, as
  officers, directors or employees of the Fund, if desired and reasonably
  required by the Fund.

                                      A-1
<PAGE>

    (e) Pay such expenses as are incurred by it in connection with providing
  the foregoing services, except as provided in Section 3 hereof.

  3. Fund Expenses. The Fund assumes and shall pay or cause to be paid all
expenses of the Fund, including, without limitation: (a) all costs and
expenses incident to any public offering of securities of the Fund, for cash
or otherwise, including those relating to the registration of its securities
under the Securities Act of 1933, as amended, and any qualification or
notification of sale of its securities under state securities laws; (b) the
charges and expenses of any custodian appointed by the Fund for the
safekeeping of its cash, portfolio securities and other property; (c) the
charges and expenses of independent accountants; (d) the charges and expenses
of stock transfer and dividend disbursing agent or agents and registrar or
registrars appointed by the Fund; (e) the charges and expenses of any
administrator or accounting or sub-accounting agent appointed by the Fund to
provide accounting or administration services to the Fund; (f) brokerage
commissions, dealer spreads, and other costs incurred in connection with
proposed or consummated portfolio securities transactions; (g) all taxes,
including securities issuance and transfer taxes, and corporate fees payable
by the Fund to Federal, state, local or other governmental agencies; (h) the
cost and expense of engraving printing and issuing certificates representing
securities of the Fund; (i) fees involved in registering and maintaining
registrations of the Fund and of its securities with the Securities and
Exchange Commission in various state and other jurisdictions; (j) all expenses
of shareholders and directors meetings, and of preparing, printing and mailing
proxy statements and reports to shareholders; (k) fees and expenses of
directors of the Fund who are not "affiliated persons" of the Adviser; (l) all
fees and expenses incident to any dividend reinvestment or distribution
program; (m) charges and expenses of legal counsel to the "independent
directors" or the Fund; (n) trade association dues; (o) interest payable on
Fund borrowings; (p) any public relations or shareholder relations expense;
(q) fees and expenses incident to the listing of securities of the Fund on any
securities exchange; (r) premiums for a fidelity bond and any errors and
omission insurance maintained by the Fund; and (s) any other ordinary or
extraordinary expenses incurred by the Fund in the course of its business.

   4. Compensation. As compensation for the services performed, the Fund shall
pay the Adviser as soon as practicable after the last day of each month a fee
for such month computed at an annual rate of three quarters of one percent
(.75%) of the first $100,000,000 of the Fund's average net assets and one half
of one percent (.50%) of the Fund's average net assets in excess of
$100,000,000. For the purpose of calculating such fee, the net asset value for
a month shall be the average of the Fund's net asset values as determined on
the last business day of each week which ends during the month. If this
agreement shall become effective subsequent to the first day of a month, or
shall terminate before the last day of a month, the foregoing compensation
shall be prorated.

   5. Services Not Exclusive. The Fund understands that the Adviser and its
affiliates may act in one or more capacities on behalf of other investment
companies and advisory accounts and the Fund consents thereto. While
information and recommendations supplied to the Fund shall, in the Adviser's
judgement, be appropriate under the circumstances and in light of the
investment objectives and policies of the Fund, they may be different from the
information and recommendations supplied by the Adviser or its affiliates to
other investment companies and advisory accounts. The Fund shall be entitled
to equitable treatment under the circumstances in receiving information,
recommendations and any other services but the Fund recognizes that it is not
entitled to receive preferential treatment as compared with the treatment
given by any other investment company or advisory account.

                                      A-2
<PAGE>

   6. Portfolio Transactions and Brokerage. In placing portfolio transactions
and selecting brokers or dealers, the Adviser shall endeavor to obtain on
behalf of the Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Adviser shall consider all
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In evaluating the best
overall terms available and in selecting the broker or dealer to execute a
particular transaction, the Adviser may also consider the "brokerage and
research services" provided to the Fund and/or other accounts over which the
Adviser or an affiliate of the Adviser exercises investment discretion. The
Adviser is authorized, subject to review by the Fund's Board of Directors, to
pay a broker or dealer which provides such brokerage and research services a
commission for executing a portfolio transaction for the Fund which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if, but only if, the Adviser determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer--viewed in
terms of that particular transaction or in terms of the overall
responsibilities of the Adviser to the Fund.

   7. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund's request. The
Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under
the 1940 Act.

   8. Limitation of Liability. Neither the Adviser, nor any director, officer,
agent or employee of the Adviser, shall be liable or responsible to the Fund or
any of its shareholders for any error of judgement, mistake of law or any loss
arising out of any investment, or for any other act or omission in the
performance by such person or persons of their respective duties, except for
liability resulting from willful misfeasance, bad faith, gross negligence or
reckless disregard of their respective duties.

   9. Nature of Relationship. The Fund and the Adviser are not partners or
joint venturers with each other and nothing herein shall be construed so as to
make them such partners or joint venturers or impose any liability as such on
either of them. The Adviser is an independent contractor and, except as
expressly provided or authorized in this Agreement, shall have no authority to
act for or represent the Fund.

   10. Duration and Termination. This Agreement shall become effective upon its
execution and shall continue in effect for two years from the date hereof. This
Agreement shall thereafter continue in effect from year to year, provided its
continuance is specifically approved at least annually (a) by vote of a
"majority of the outstanding voting securities" of the Fund or by vote of the
Board of Directors of the Fund, and (b) by vote of a majority of the Directors
of the Fund who are not parties to this Agreement or "interested persons" of
any party to this Agreement, cast in person at a meeting called for the purpose
of voting on such approval. The Fund (either by vote of its Board of Directors
or by vote of a "majority of the outstanding voting securities" of the Fund)
may, at any time and without payment of any penalty, terminate this Agreement
upon sixty days written notice to the Adviser; this Agreement shall
automatically and immediately terminate in the event of its "assignment;" and
the Adviser may terminate this Agreement without payment of any penalty on
ninety days written notice to the Fund.

                                      A-3
<PAGE>

   11. Definitions. For the purpose of this Agreement, the terms "assignment,"
"interested person," and "majority of the outstanding voting securities" shall
have their respective meanings defined in the 1940 Act and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission, or such interpretive positions as
may be taken by the Commission or its staff under said Act, and the term
"brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934, as amended, and the Rules and Regulations
thereunder.

   12. Notices. Any notice under this Agreement shall be given in writing,
addressed and delivered to the party to this Agreement entitled to receive
such notice at such address as such party may designate in writing.

   13. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of California and the applicable provisions of the 1940
Act. To the extent applicable law of the State of California, or any of the
provisions herein, conflict with applicable provisions of the 1940 Act, the
latter shall control.

  IN WITNESS WHEREOF, the parties hereto have executed and delivered this
agreement on the day and year first above written in Los Angeles, California.

                                          TCW CONVERTIBLE SECURITIES FUND,
                                           INC.

                                          By: _________________________________
                                          President

                                          Attest: _____________________________
                                          Secretary

                                          TCW INVESTMENT MANAGEMENT COMPANY

                                          By: _________________________________
                                          President

                                          Attest: _____________________________
                                          Secretary

                                      A-4
<PAGE>

                                                                      APPENDIX B

          Information About TCW Investment Management Company ("TCW")

   The address of TCW is at 865 South Figueroa Street, Suite 1800, California
90017. TCW is registered as an investment adviser under the Investment Advisers
Act of 1940.

   TCW's directors and principal executive officers, their principal
occupations and dates of service are shown below. The address of each director
and officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017.

<TABLE>
<CAPTION>
         Name
   Length of Service               Position and Principal Occupation
   -----------------               ---------------------------------

 <C>                   <S>
 Alvin R. Albe, Jr.    TCW Investment Management Company--Director, President &
 1991-Present          Chief Executive Officer; The TCW Group, Inc.--Executive
                       Vice President; Trust Company of the West--Director &
                       Executive Vice President; TCW Asset Management Company--
                       Director & Executive Vice President; TCW Convertible
                       Securities Fund, Inc.--Senior Vice President; TCW
                       Galileo Funds, Inc.--Director & President

 Michael E. Cahill     TCW Investment Management Company--Managing Director,
 1991-Present          General Counsel & Secretary; The TCW Group, Inc.--
                       Managing Director, General Counsel and Secretary; Trust
                       Company of the West--Managing Director, General Counsel
                       & Secretary; TCW Asset Management Company--Director,
                       Managing Director, General Counsel & Secretary; TCW
                       Convertible Securities Fund, Inc.--General Counsel &
                       Assistant Secretary; TCW Galileo Funds, Inc.--Senior
                       Vice President, General Counsel & Assistant Secretary;
                       Apex Mortgage Capital, Inc.--Secretary

 David S. DeVito       TCW Investment Management Company--Managing Director,
 1993-Present          Chief Financial Officer & Assistant Secretary; The TCW
                       Group, Inc.--Managing Director, Chief Financial Officer
                       & Assistant Secretary; Trust Company of the West--
                       Managing Director, Chief Financial Officer & Assistant
                       Secretary; TCW Asset Management Company--Managing
                       Director, Chief Financial Officer & Assistant Secretary;
                       Apex Mortgage Capital, Inc.--Controller

 Thomas E. Larkin, Jr. TCW Investment Management Company--Director and Vice
 1977-Present          Chairman; The TCW Group, Inc.--Director & Vice Chairman;
                       Trust Company of the West--Director & Vice Chairman; TCW
                       Asset Management Company--Director & Vice Chairman; TCW
                       Convertible Securities Fund, Inc.--Senior Vice
                       President; TCW Galileo Funds, Inc.--Director & Vice
                       Chairman

 Hilary G.D. Lord      TCW Investment Management Company--Managing Director,
 1987-Present          Chief Compliance Officer & Assistant Secretary; The TCW
                       Group, Inc.--Managing Director, Chief Compliance Officer
                       & Assistant Secretary; Trust Company of the West--
                       Managing Director, Chief Compliance Officer; TCW Asset
                       Management Company--Managing Director & Chief Compliance
                       Officer; TCW Convertible Securities Fund, Inc.--Senior
                       Vice President & Assistant Secretary; TCW Galileo Funds,
                       Inc.--Assistant Secretary
</TABLE>

                                      B-1
<PAGE>

<TABLE>
<CAPTION>
         Name
  Length of Service               Position and Principal Occupation
  -----------------               ---------------------------------

 <C>                  <S>
 William C. Sonneborn TCW Investment Management Company--Executive Vice
 1998-Present         President & Assistant Secretary; The TCW Group, Inc.--
                      Executive Vice President & Assistant Secretary; Trust
                      Company of the West--Executive Vice President & Assistant
                      Secretary; TCW Asset Management Company--Executive Vice
                      President & Assistant Secretary

 Marc I. Stern        TCW Investment Management Company--Director, Chairman;
 1992-Present         The TCW Group, Inc.--Director, President; Trust Company
                      of the West--Director & Vice Chairman; TCW Asset
                      Management Company--Vice Chairman & President; Apex
                      Mortgage Capital, Inc.--Director, Chairman of the Board;
                      TCW Galileo Funds, Inc.--Director, Chairman; Qualcomm,
                      Inc.--Board Member
</TABLE>

Other Investment Company Clients

   TCW also serves as investment adviser or sub-adviser to the following
investment companies, at the fee rates set forth below, which had the
indicated net assets at March 31, 2001.

   With respect to the TCW Galileo Funds, TCW has agreed to reduce its
investment advisory fee or to pay the ordinary operating expenses to the
extent necessary to limit each Galileo Fund's ordinary operating expenses to
an amount not to exceed the trailing monthly expense ratio average for
comparable funds as calculated by Lipper Inc.

<TABLE>
<CAPTION>
                                                                    Approximate
                                                                       Assets
                                                                    (in millions
                                                                        as of
      Name of Fund                    Advisory Fee Rate               3/31/01)
      ------------                    -----------------             ------------
<S>                       <C>                                       <C>
TCW GALILEO FUNDS
Aggressive Growth         Annual rate of 1% of average daily net       $  129
Equities Fund             assets

Convertible Securities    Annual rate of 0.75% of average daily        $   56
Fund                      net assets

Flexible Income Fund      Annual rate of 0.75% of average daily        $  1.8
                          net assets

Focused Large Cap Value   Annual rate of 0.65% of average daily        $  1.0
Fund                      net assets

Growth Insights Fund      Annual rate of 0.90% of average daily        $  1.1
                          net assets

Health Sciences Fund      Annual rate of 0.90% of average daily        $  0.3
                          net assets

Earnings Momentum Fund    Annual rate of 1% of average daily net       $    9
                          assets

Large Cap Growth Fund     Annual rate of 0.55% of average daily        $ 13.3
                          net assets

Large Cap Value Fund      Annual rate of 0.55% of average daily        $  132
                          net assets

Select Equities Fund      Annual rate of 0.75% of average daily        $  711
                          net assets

Small Cap Growth Fund     Annual rate of 1% of average daily net       $  237
                          assets

Small Cap Value Fund      Annual rate of 1% of average daily net       $    1
                          assets

Technology Fund           Annual rate of 1% of average daily net       $  0.6
                          assets

Value Opportunities Fund  Annual rate of 0.80% of average daily        $117.6
                          net assets
</TABLE>


                                      B-2
<PAGE>

<TABLE>
<CAPTION>
                                                                   Approximate
                                                                      Assets
                                                                   (in millions
                                                                       as of
Name of Fund                         Advisory Fee Rate               3/31/01)
------------                         -----------------             ------------
<S>                      <C>                                       <C>
Core Fixed Income Fund   Annual rate of 0.40% of average daily        $ 75.5
                         net assets

High Yield Bond Fund     Annual rate of 0.75% of average daily        $254.4
                         net assets

Money Market Fund        Annual rate of 0.25% of average daily        $  250
                         net assets

Mortgage-Backed          Annual rate of 0.50% of average daily        $   63
Securities Fund          net assets*

Total Return Mortgage-   Annual rate of 0.50% of average daily
 Backed Securities Fund  net assets                                   $ 87.3

Asia Pacific Equities    Annual rate of 1% of average daily net       $   10
Fund                     assets

Emerging Markets         Annual rate of 1% of average daily net       $   30
Equities Fund            assets

Emerging Markets Income  Annual rate of 0.75% of average daily        $   49
Fund                     net assets

European Equities Fund   Annual rate of 0.75% of average daily        $ 26.2
                         net assets

Japanese Equities Fund   Annual rate of 0.75% of average daily        $   12
                         net assets

Latin America Equities   Annual rate of 1.00% of average daily        $    2
Fund                     net assets

Select International     Annual rate of 0.75% of average daily        $   39
Equities Fund            net assets
</TABLE>
--------
*TCW has voluntarily waived a portion of its advisory fee reducing it to 0.35%
   through December 31, 2001.

                                      B-3
<PAGE>

<TABLE>
<CAPTION>
                                                                    Approximate
                                                                    Assets (in
                                                                    millions as
      Name of Fund                    Advisory Fee Rate             of 3/31/01)
      ------------                    -----------------             -----------
<S>                       <C>                                       <C>
SUB-ADVISED FUNDS
Allmerica Investment      0.85% of the average daily net assets       $ 28.3
Trust--Select Strategic   not exceeding $100 million; and 0.75% on
Growth Fund               assets exceeding $100 million.

Consulting Group Capital                                              $415.0
Markets Funds--Large      0.40% of the average daily net assets
Capitalization Growth     not exceeding $500 million; and 0.35% on
Investments               assets exceeding $500 million.

Enterprise Accumulation   0.40% of the average daily net assets       $366.3
Trust--Equity Portfolio   not exceeding $1 billion; and 0.30% on
                          assets exceeding $1 billion.

Enterprise Group of       0.40% of the average daily net assets       $121.8
Funds, Inc.--Equity       not exceeding $100 million; and 0.30% on
Portfolio                 assets exceeding $100 million.

Enterprise Group of       0.30% of the average daily net assets       $158.1
Funds, Inc.--Government   not exceeding $50 million; 0.25% on
Securities Portfolio      assets exceeding $50 million.

Frank Russell Investment  0.45% of average daily net assets.          $  8.6
Company--Select Growth
Fund

The Glenmeade Fund,       0.60% of average daily net assets.          $ 49.6
Inc.--Small
Capitalization Growth
Portfolio

Liberty All-Star Equity   0.40% of the average weekly net assets      $215.6
Fund, Inc. (closed-end)   up to $400 million; 0.36% of the average
                          weekly net assets of the next $400
                          million; 0.324% of the average weekly
                          assets of the next $400 million; and
                          0.292% thereafter.

Liberty All-Star Equity   0.30% of average daily net assets.          $ 12.5
Fund--Variable Series

Liberty All-Star Growth   0.40% of average weekly net assets up to    $ 39.0
Fund, Inc. (closed-end)   $300 million; 0.36% thereafter

MSDW Mid-Cap Equity       0.75% of the average daily net assets       $938.8
Trust                     not exceeding $500 million; 0.725% of
                          next $1.5 billion; 0.70% of next $1
                          billion; and 0.675% of average daily net
                          assets exceeding $3 billion. TCW
                          receives 40% of above.

MSDW North American       0.65% of average daily assets not           $ 97.4
Government Income Trust   exceeding $500 million; 0.60% on assets
                          exceeding $500 million. TCW receives 40%
                          of above.
</TABLE>


                                      B-4
<PAGE>

<TABLE>
<CAPTION>
                                                                    Approximate
                                                                    Assets (in
                                                                    millions as
      Name of Fund                    Advisory Fee Rate             of 3/31/01)
      ------------                    -----------------             -----------
<S>                       <C>                                       <C>
MSDW Small Cap Growth     1.00% of average daily assets not           $444.2
Fund                      exceeding $1.5 billion; and 0.95%
                          thereafter. TCW receives 40% of above.

MSDW Total Return Trust   0.75% of average daily net assets not       $664.4
                          exceeding $500 million; and 0.725%
                          thereafter. TCW receives 40% of above.

MSDW Select Dimensions                                                $ 11.5
Investment Series--The
Emerging Markets          1.25% of average daily net assets. TCW
Portfolio                 receives 40% of above.

MSDW Select Dimensions    0.625% of average daily net assets not      $ 73.0
Investment Series--The    exceeding $500 million; and 0.60%
Mid-Cap Growth Portfolio  thereafter. TCW receives 40% of above.

MSDW Select Dimensions    0.65% of average daily net assets. TCW      $  6.9
Investment Series--The    receives 40% of above.
North American
Government Securities
Portfolio

TCW/DW Term Trust 2002                                                $395.9
(closed-end)              0.26% of average weekly net assets.

TCW/DW Term Trust 2003                                                $855.5
(closed-end)              0.26% of average weekly net assets.

Touchstone Strategic      0.50% of average daily net assets.          $    0(*)
Trust--Emerging Growth
Fund

Touchstone Variable       0.50% of average daily net assets.          $    0(*)
Series Trust--Emerging
Growth Fund

Vantagepoint Funds--      0.70% of average daily net assets on        $667.6
Growth Stock Fund         first $25 million; 0.50% on next $25
                          million; 0.45% of next $50 million;
                          0.40% of next $400 million; and 0.35%
                          thereafter.

Vantagepoint Funds--      0.73% of average daily net assets on        $217.9
Aggressive Opportunities  first $100 million; 0.69% on next $100
Fund                      million; and 0.67% thereafter.
</TABLE>
--------
(*) Management did not commence until 5/1/2001

Brokerage Policies

  Subject to policies established by the Board of Directors of the Fund, TCW is
responsible for the placement of the Fund's portfolio transactions and the
allocation of the brokerage.

                                      B-5
<PAGE>

  In selecting broker-dealers TCW seeks to obtain the best execution, taking
into account such factors as price (including the applicable dealer spread or
commission, if any), size of order, difficulty of execution and operational
facilities of the firm involved and the firm's risk in positioning a large
order. Brokerage services include the ability to most effectively execute
large orders without adversely impacting markets and positioning securities in
order to enable TCW to effect orderly sales for the Fund. Accordingly,
transactions will not always be executed at the lowest available commission.
In addition, TCW may effect transactions which cause the Fund to pay a
commission in excess of a commission which another broker-dealer would have
charged if TCW first determines that such commission is reasonable in relation
to the value of the brokerage and research services provided by the broker-
dealer. TCW may select broker-dealers in which other of its clients or clients
of its affiliates, and indirectly TCW or its affiliates, have some financial
interest.

  Research services include such items as reports on industries and companies,
economic analyses and review of business conditions, portfolio strategy,
analytic computer software, account performance services, computer terminals
and various trading and/or quotation equipment. Research services also
includes advice from broker dealers as to the value of securities;
availability of securities, buyers and sellers; recommendations as to purchase
and sale of individual securities and timing of said transactions.

  Fixed income securities are generally purchased from the issuer or a primary
market maker acting as principal on a net basis with no brokerage commission
paid by the client. Such securities, as well as equity securities, may also be
purchased from underwriters at prices that include underwriting fees.

  TCW maintains an internal allocation procedure to identify those broker-
dealers who have provided it with research services and endeavors to place
sufficient transactions with them to ensure the continued receipt of research
services that TCW believes are useful. When TCW receives products or services
that are used both for research and other purposes such as corporate
administration or marketing, it makes a good faith allocation. While the non-
research portion will be paid in cash by TCW, the portion attributable to
research may be paid through brokerage commissions.

  Research services furnished by broker-dealers may be used in services for
any or all of the clients of TCW, as well as clients of affiliated companies,
and may be used in connection with accounts other than those which pay
commissions to the broker-dealers providing the research services.

  Usually in the placement of unregistered securities, the issuer or other
seller of the securities pays all costs of the placement including the fee of
any broker-dealer involved. The Fund attempts to make all of its investments
in unregistered securities on this basis. The Fund may pay commissions or
underwriting discounts in connection with its sale of unregistered securities
in privately negotiated transactions or in underwritten public offerings.

  When the Fund and one or more of the other advisory accounts managed by TCW
or its affiliates seek to acquire, or to sell, the same security at the same
time, available investments or opportunities for sales will be allocated in a
manner that TCW believes to be equitable. In some cases, this procedure may
affect adversely the price paid or received by the Fund or the size of the
position purchased or sold by the Fund.

                                      B-6
<PAGE>

                                                                     APPENDIX C

                     TCW CONVERTIBLE SECURITIES FUND, INC.

                            AUDIT COMMITTEE CHARTER

   The Audit Committee is appointed by the Board to assist the Board in
monitoring (i) the reasonableness of the financial statements of the Company,
(ii) the compliance by the Company with regulatory requirements applicable to
the financial statements, and (iii) the independence and performance of the
Company's independent auditors.

   The members of the Audit Committee ("Committee") shall consist of no fewer
than three members, and shall meet the independence and experience
requirements of the New York Stock Exchange.

   The following functions shall be common recurring activities of the
Committee in carrying out its oversight function. These functions are set
forth as a guide with the understanding that the Committee may diverge from
this guide as appropriate given the circumstances.

   The Audit Committee shall:

    1. Make periodic reports to the Board.

    2. Review and reassess the adequacy of this Charter annually and
  recommend any proposed changes to the Board for approval.

    3. Review with management and the independent auditors the annual audited
  financial statements to be included in the Company's Annual Report to
  Shareholders including accounting and auditing principles and practices as
  well as the adequacy of internal controls that could significantly affect
  the Company's financial statements.

    4. Review with management significant judgements made in connection with
  the preparation of the Company's financial statements.

    5. With the Board, evaluate the performance of the independent auditor
  and, if so determined by the Audit Committee, recommend that the Board
  replace the independent auditor.

    6. Review the range of estimated costs of audit and non-audit services
  performed by the independent auditor.

    7. Receive annual reports from the independent auditor regarding the
  auditor's independence, discuss such reports with the auditor, and if so
  determined by the Audit Committee, recommend that the Board take
  appropriate action to satisfy itself of the independence of the auditor.

    8. Discuss with the independent auditor the matters required to be
  discussed by the Statement on Auditing Standards ("SAS") No. 61 (as amended
  by SAS No. 90) issued by the Auditing Standards Board, relating to the
  conduct of the audit.

    9. Recommend to the Board the appointment of the independent auditor,
  which firm is accountable to the Audit Committee and the Board

                                      C-1
<PAGE>

    10. Approve the Audit Committee report required by the rules of the SEC
  to be included in the Company's annual proxy statements.

    11. Meet at least annually with (i) the Company's Chief Financial Officer
  and (ii) the independent auditor in a separate executive session.

   Although the Audit Committee has oversight responsibility and the authority
set forth in this Charter, it is not the duty or responsibility of the Audit
Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. This is the responsibility of
management.

                                      C-2
<PAGE>



PROXY
                     TCW CONVERTIBLE SECURITIES FUND, INC.

  THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS for use at an Annual
Meeting of Shareholders to be held at The Wilshire Grand Hotel, 930 Wilshire
Boulevard, Los Angeles, California 90017, on Tuesday, June 26, 2001, at 9:30
A.M., Pacific Daylight Time.

  The undersigned hereby appoints Alvin R. Albe, Jr., Ernest O. Ellison and
Philip K. Holl and each of them, with full power of substitution, as proxies of
the undersigned to vote at the above-stated Annual Meeting, and at all
adjournments thereof, all shares of common stock of TCW Convertible Securities
Fund, Inc. held of record by the undersigned on the record date for the
meeting, upon the following matters and upon any other matter which may come
before the meeting, in their discretion.

  Every properly signed proxy will be voted in the manner specified thereon
and, in the absence of specification, will be treated as GRANTING authority to
vote FOR the election of the directors named in the Proposal 1, and FOR
Proposals 2 and 3.

                       (Continued and to be signed and dated on the other side.)

                                    TCW CONVERTIBLE SECURITIES FUND, INC.
                                    P.O. BOX 11459
                                    NEW YORK, N.Y. 10203-0459
  (1) Election of Directors

  [_] FOR all nominees listed below   [_] WITHHOLD AUTHORITY to vote for all
  nominees listed below
  [_] *EXCEPTIONS

   Nominees: Ernest O. Ellison, John C. Argue, Norman Barker, Jr., Richard W.
   Call, Matthew K. Fong, John A. Gavin, Patrick C. Haden, Charles A. Parker,
                                 Robert G. Sims

(Instructions: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions

--------------------------------------------------------------------------------



  (2) Proposal to approve the New Investment Advisory and Management Agreement

                     [_] FOR    [_] AGAINST     [_] ABSTAIN

  (3) Proposal to ratify the selection of Deloitte & Touche LLP as the Fund's
Independent Auditors

                     [_] FOR    [_] AGAINST     [_] ABSTAIN

  (4) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting

                                             Change of Address
                                             and/or Comments (Mark
                                             Here    )

                                             Receipt of Notice of
                                             Annual Meeting and
                                             Proxy Statement is
                                             hereby acknowledged.
                                             Important: Joint
                                             owners must EACH
                                             sign. When signing as
                                             attorney, trustee,
                                             executor,
                                             administrator
                                             guardian or corporate
                                             officer, please give
                                             your full title.

                                             Dated _________ , 2001

                                             ----------------------
                                             Sign here exactly as
                                             name(s) appear(s) on
                                             left

                                             ----------------------
                                             Votes must be
                                             indicated (X) in
                                             Black or Blue ink.

  Sign, Date and Return this Proxy Card Promptly Using the Enclosed Envelope.

</TEXT>
</DOCUMENT>
