-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 QUY3tyyIJwLQ2tCIIPea2+uUNZmdew2qjt1JDBN1C+JHJA0bYzvQHLBgqdSVSCjt
 ptfu5FiqfnyAPLyl5RLDPQ==

<SEC-DOCUMENT>0000898430-01-500394.txt : 20010509
<SEC-HEADER>0000898430-01-500394.hdr.sgml : 20010509
ACCESSION NUMBER:		0000898430-01-500394
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		12
FILED AS OF DATE:		20010507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TCW CONVERTIBLE SECURITIES FUND INC
		CENTRAL INDEX KEY:			0000809559
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				930939398
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		
		SEC FILE NUMBER:	333-60356
		FILM NUMBER:		1624464

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		
		SEC FILE NUMBER:	811-04980
		FILM NUMBER:		1624465

	BUSINESS ADDRESS:	
		STREET 1:		865 S FIGUEROA ST STE 1800
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90071
		BUSINESS PHONE:		2132440000
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>dn2.txt
<DESCRIPTION>FORM N-2
<TEXT>

<PAGE>

      As filed with the Securities and Exchange Commission on May 7, 2001
                                              Securities Act File No.
                                                     1940 Act File No. 811-4980
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-2

<TABLE>
<S>                                                              <C>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [X]

Pre-Effective Amendment No.                                      [_]

Post-Effective Amendment No.                                     [_]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [_]

Amendment No. 23                                                 [X]
</TABLE>

                     TCW Convertible Securities Fund, Inc.
               Exact Name of Registrant as Specified in Charter

               865 South Figueroa Street, Los Angeles, CA 90017
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

                                (213) 244-0000
              Registrant's Telephone Number, including Area Code

                           Philip K. Holl, Secretary
               865 South Figueroa Street, Los Angeles, CA 90017
 Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

                 Approximate Date of Proposed Public Offering:
     As soon as practicable after the effective date of this Registration
                                  Statement.

   If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [_]

   It is proposed that this filing will be effective (check appropriate box)

   [X] when declared effective pursuant to section 8(c).

       CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
                                           Proposed Maximum Proposed Maximum
  Title of Securities      Amount Being     Offering Price     Aggregate        Amount of
    Being Registered        Registered        Per Unit*      Offering Price  Registration Fee
- ---------------------------------------------------------------------------------------------
<S>                      <C>               <C>              <C>              <C>
Common Stock, $0.01 par
 value.................  10,497,839 Shares      $10.23        $107,392,893       $26,848
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of computing the registration fee pursuant
  to Rule 457(c), on the basis of $9.81 per share, based on the average of the
  high and low prices reported on the consolidated reporting system on May 1,
  2001

   The Registrant hereby amends this Registration Statement on such date as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

Part A

                     TCW CONVERTIBLE SECURITIES FUND, INC.

                             CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
      Item Number and Heading           Caption or Location in Prospectus
      -----------------------           ---------------------------------
 <C> <S>                           <C>
 Part A

  1. Outside Front Cover.........  Cover Page

  2. Inside Front and Outside
      Back Cover Page............  Cover Page

  3. Fee table and Synopsis......  Fee Table; Prospectus Summary

  4. Financial Highlights........  Financial Highlights

  5. Plan of Distribution........  The Offer

  6. Selling Shareholders........  Inapplicable

  7. Use of Proceeds.............  Use of Proceeds

  8. General Description of the    Description of Common Stock; Investment
      Registrant.................   Objective and Policies; Special
                                    Considerations and Risk Factors

  9. Management..................  Management of the Fund; Custodian, Transfer
                                    Agent, Dividend--Paying Agent, and
                                    Registrar

 10. Capital Stock, Long-Term
      Debt, and Other              Description of Common Stock; Distributions;
      Securities.................   Dividend Reinvestment Plan; Taxation

 11. Defaults and Arrears on
      Senior Securities..........  Inapplicable

 12. Legal Proceedings...........  Inapplicable

 13. Table of Contents of the
      Statement of Additional
      Information................  Same

                                       Caption or Location in Statement of
                                             Additional Information
                                       -----------------------------------
 Part B

 14. Cover Page..................  Cover Page

 15. Table of Contents...........  Same

 16. General Information and
      History....................  Inapplicable

 17. Investment Objective and      Investment Policies; Investment
      Policies...................   Restrictions

 18. Management..................  Management of the Fund

 19. Control Persons and
      Principal Holders of
      Securities.................  Principal Shareholders of the Fund

 20. Investment Advisory and
      Other Services.............  Investment Advisory and Other Services

 21. Brokerage Allocation and
      Other Practices............  Principal Shareholders of the Fund

 22. Tax Status..................  Taxation

 23. Financial Statements........  Financial Statements
</TABLE>

Part C

   Information required to be included in Part C is set forth under the
appropriate item in Part C of this Registration Statement.
<PAGE>

PROSPECTUS

                     TCW Convertible Securities Fund, Inc.

                       10,497,839 Shares of Common Stock

                       Issuable Upon Exercise of Rights
                 to Subscribe for Such Shares of Common Stock

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

   TCW Convertible Securities Fund, Inc. (the "Fund"), is issuing to its
shareholders of record ("Record Date Shareholders") as of the close of
business on June 22, 2001, rights ("Rights") entitling the holders thereof to
subscribe for an aggregate of 10,497,839 shares (the "Shares") of the Fund's
Common Stock (the "Offer") at the rate of one share of Common Stock for each
four Rights held. The Offer also entitles the Record Date Shareholders to
subscribe, subject to certain limitations and subject to allotment, for any
Shares not acquired by exercise of primary subscription rights. The Rights are
non-transferable and will not be admitted for trading on the New York Stock
Exchange ("NYSE"). THE SUBSCRIPTION PRICE PER SHARE (the "Subscription Price")
WILL BE THE GREATER OF (1) NET ASSET VALUE PER SHARE ON JULY 27, 2001; OR (2)
90% OF THE AVERAGE OF THE CLOSING SALE PRICES OF A SHARE OF THE FUND'S COMMON
STOCK AT THE CLOSE OF BUSINESS ON JULY 27, 2001 AND THE FOUR PRECEDING
BUSINESS DAYS.

   THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 26, 2001
(THE "EXPIRATION DATE").

   Under the terms of the Offer, shareholders who do not fully exercise their
Rights will, upon completion of the Offer, own a smaller proportional interest
in the Fund than would be the case if they exercised their Rights. Such
shareholders would also forego the opportunity to purchase shares of the Fund
at a discount from market price if such market price remains above net asset
value at the end of the offering period. This Prospectus tells investors
briefly the information they should know before investing in the Fund. This
Prospectus should be read and retained for future reference. The telephone
number for all questions and inquiries relating to the Offer is 1-888-501-
9723.

   The Fund is a closed-end diversified management investment company whose
investment objective is to seek a total investment return, comprised of
current income and capital appreciation, through investment principally in
convertible securities.

   A Statement of Additional Information dated       , 2001 has been filed
with the Securities and Exchange Commission and contains additional
information regarding the Fund. The Table of Contents of the Statement of
Additional Information is found in Appendix B to this Prospectus. A copy may
be obtained without charge by calling (800) 386-3829 or writing the Fund at
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. The
Fund's telephone number is (213) 244-0000. The Statement of Additional
Information is incorporated herein by reference.

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
<CAPTION>
                                                    Underwriting
                                                      Discounts    Proceeds to the
                                Subscription Price and Commissions   Fund(1)(2)
- ----------------------------------------------------------------------------------
<S>                             <C>                <C>             <C>
Per Share.....................        $8.00             None            $8.00
- ----------------------------------------------------------------------------------
Total.........................     $83,982,712          None         $83,982,712
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
(1) Estimated based on an assumed subscription price per share of $8.00.

(2) Before deduction of expenses incurred by the Fund, estimated at $345,000.

      , 2001

                                       1
<PAGE>

                                   FEE TABLE

<TABLE>
<CAPTION>
                                                          Shareholder
                                                     Transaction Expenses*
                                                 ------------------------------
   <S>                                           <C>
   Sales Load (as a percentage of offering
    price).....................................               None
   Dividend Reinvestment and Cash Purchase Plan
    Fees.......................................               None

<CAPTION>
                                                        Annual Expenses
                                                 ------------------------------
                                                 (as a percentage of net assets
                                                 attributable to common shares)
   <S>                                           <C>
   Management Fees.............................               0.55%
   Other Expenses..............................               0.14%
                                                              ----
   Total Annual Expenses.......................               0.69%
                                                              ====
</TABLE>

<TABLE>
<CAPTION>
   Example                                     1 Year 3 Years 5 Years 10 Years
   -------                                     ------ ------- ------- --------
   <S>                                         <C>    <C>     <C>     <C>
   You would pay the following expenses* on a
    $1,000 investment, assuming five percent
    annual return:............................  $ 7     $22     $38     $86
</TABLE>
- --------
*  Excludes brokerage commissions paid on purchases and sales of shares of
   Common Stock of the Fund.

   The foregoing information is intended to assist you in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. The example is included to provide a means for you to compare
expense levels of investment companies with different fee structures over
varying investment periods. To facilitate such comparison, all investment
companies are required to utilize a hypothetical five percent annual return
assumption. This assumption is unrelated to the Fund's prior performance and
is not a projection of future performance. The example should not be
considered a representation of past or future expenses. Actual expenses may be
greater or lesser than those shown.

                                       2
<PAGE>

                              PROSPECTUS SUMMARY

   The following summary is qualified in its entirety by reference to the more
detailed information included elsewhere in this Prospectus.

Terms of the Offer

   TCW Convertible Securities Fund, Inc. (the "Fund") is issuing to
shareholders of record ("Record Date Shareholders") as of the close of
business on June 22, 2001 (the "Record Date") rights ("Rights") to subscribe
for an aggregate of 10,497,839 shares of Common Stock (sometimes referred to
herein as the "Shares") of the Fund. Each Record Date Shareholder is being
issued one Right for each full share of Common Stock owned on the Record Date.
The Rights entitle the holder thereof to acquire at the Subscription Price (as
hereinafter defined) one Share for each four Rights held. Rights may be
exercised at any time during the period (the "Subscription Period"), which
commences on the date of this Prospectus and ends at 5:00 p.m., New York City
time, on July 26, 2001 (the "Expiration Date"). The right to acquire one
additional Share for each four Rights held during the Subscription Period is
hereinafter referred to as the "Primary Subscription."

   In addition, any Record Date Shareholder who fully exercises all Rights
initially issued to him (other than those Rights which cannot be exercised
because they represent the right to acquire less than one Share) is entitled
to subscribe for Shares which were not subscribed for by other shareholders in
the Primary Subscription (the "Over-Subscription Privilege"). For purposes of
determining the number of Shares a Record Date Shareholder may acquire
pursuant to the Offer, broker-dealers whose shares are held of record by Cede
& Company, Inc. ("Nominee"), nominee for The Depository Trust Company, or by
any other depository or nominee, will be deemed to be the holders of the
Rights that are issued to Nominee or such other depository or nominee on their
behalf. Shares acquired pursuant to the Over-Subscription Privilege are
subject to allotment, which is more fully discussed under "The Offer--Over-
Subscription Privilege."

   The subscription price per share will be the greater of (1) net asset value
per share on July 27, 2001; or (2) 90% of the average of the closing sale
prices of a share of the Fund's Common Stock at the close of business on July
27, 2001 and the four preceding business days. Since the Expiration Date is
prior to the Pricing Date, Record Date Shareholders who choose to exercise
their Rights will not know the Subscription Price at the time they exercise
such Rights. The steps for subscribing, including how to pay, are specified
below in "Steps to Subscribe."

   Rights will be evidenced by subscription certificates ("Subscription
Certificates") and may be exercised by completing a Subscription Certificate
and delivering it, together with payment, either by means of a notice of
guaranteed delivery or a check, to The Bank of New York, Church Street
Station, New York, New York (the "Subscription Agent"). A Rights holder will
have no right to rescind a purchase after the Subscription Agent has received
the holder's Subscription Certificate or notice of guaranteed delivery. The
Rights are non-transferable. Only the shares issued pursuant to an exercise of
Rights, and not the Rights, will be listed on the NYSE.

Important Dates to Remember

<TABLE>
<CAPTION>
   Event                                                       Date
   -----                                                       ----
   <S>                                             <C>
   Record Date.................................... June 22, 2001
   Subscription Period............................ June 22 through July 26, 2001
   Expiration Date................................ July 26, 2001
   Pricing Date................................... July 27, 2001
   Confirmation to Participants................... August 1, 2001
   Final Settlement for Shares.................... August 8, 2001
</TABLE>

                                       3
<PAGE>

Steps to Subscribe

   Complete, sign and date the enclosed Subscription Certificate. Write a
check or money order for $8.00 for each Share subscribed for through the
Primary Subscription and Over-Subscription Privilege. Mail the Subscription
Certificate and payment in the enclosed envelope to The Bank of New York.

   Alternatively, follow the instructions for the enclosed notice of
guaranteed delivery. If shares are held by your broker or other nominee,
contact your broker or other nominee for assistance.

Information Regarding the Fund

   The Fund has been engaged in business as a closed-end diversified
management investment company since January 13, 1987. The Fund's investment
objective is to seek a total investment return, comprised of current income
and capital appreciation, through investment principally in convertible
securities. Convertible securities are corporate securities that are
exchangeable for a set number of another form of security at a prestated price
and can be in the form of equity or debt. No assurance can be given that the
Fund's investment objective will be achieved. The Fund's outstanding common
stock, par value $.01 per share (the "Common Stock"), is listed and traded on
the NYSE under the symbol CVT. The average weekly trading volume of the Common
Stock on the NYSE during the 12 month period ended December 31, 2000 was
approximately 213,000 shares. As of December 31, 2000, the net assets of the
Fund were $352.6 million.

Information Regarding the Investment Adviser

   The Fund's investment adviser is TCW Investment Management Company
("Investment Adviser"). The Investment Adviser is a wholly-owned subsidiary of
The TCW Group, Inc., whose direct and indirect subsidiaries provide a variety
of trust, investment management and investment advisory services and had, as
of December 31, 2000, approximately $80 billion of assets under management and
committed to management, of which approximately $2.0 billion were represented
by investments in convertible securities. The Fund pays the Investment Adviser
a monthly fee computed at the annual rate of 0.75 % of the first $100 million
of the Fund's average net assets, and 0.50% of the Fund's average net assets
in excess of $100 million. Since the Investment Adviser's fees are based on
the Fund's average net assets, the Investment Adviser will benefit from the
Offer. In addition, a director who is an "interested person" of the Fund could
benefit indirectly from the Offer because of his interest in the Investment
Adviser.

Special Considerations and Risk Factors

   The following summarizes certain matters that should be considered, among
others, in connection with the Offer.

Dilution.....................  As a result of the terms of the Offer,
                               shareholders who do not fully exercise their
                               Rights will, at the completion of the Offer,
                               own a smaller proportional interest in the Fund
                               than would otherwise be the case. Such
                               shareholders would also forego the opportunity
                               to purchase shares of the Fund at a discount
                               from market price if such market price remains
                               above net asset value at the end of the
                               offering period.

Discount From Net Asset        The Fund's shareholders may dispose of their
Value........................  Shares on the NYSE or other markets on which
                               the Shares may trade. Because the Fund is a
                               closed-end fund, the Fund's shareholders do not
                               have the right to redeem their Shares at net
                               asset value. The market price for shares of
                               closed-end investment companies varies from net
                               asset value and such shares frequently trade at
                               a discount from net asset value. The

                                       4
<PAGE>

                               Fund's shares have traded in the market at,
                               above and below net asset value since the
                               commencement of Fund's operations. During the
                               past two years, the Fund's shares have
                               generally traded in the market at a discount
                               below net asset value. Beginning in January
                               2001, the Fund's shares have traded at a
                               premium above net asset value.

Anti-Takeover Provisions.....  Certain provisions of the Fund's Articles of
                               Incorporation may be regarded as "anti-
                               takeover" provisions. These provisions require
                               the affirmative vote or consent of the holders
                               of at least two-thirds of the outstanding
                               shares of the Fund for a merger or
                               consolidation of the Fund with an open-end
                               investment company, a merger or consolidation
                               of the Fund with a closed-end investment
                               company with different voting requirements,
                               dissolution of the Fund, a sale of all or
                               substantially all of the assets of the Fund or
                               an amendment to the Fund's Articles of
                               Incorporation making the Common Stock a
                               redeemable security or reducing the two-thirds
                               vote required by the Articles of Incorporation.

Investment Risk..............  The Fund holds primarily convertible
                               securities, which may go up or down in value,
                               in accordance with moves in the price of the
                               stock into which the securities are
                               convertible, sometimes rapidly and
                               unpredictably. Although stocks offer the
                               potential for greater long-term growth than
                               most fixed income securities, stocks generally
                               have higher short-term volatility.

                               The primary risks affecting this Fund are
                               "credit risk," "interest rate risk," "liquidity
                               risk", and, to a lesser extent, "foreign
                               investing risk."

                               Credit risk refers to the liklihood that the
                               Fund could lose money if an issuer in which the
                               Fund invests is unable to meet its financial
                               obligations, such as the payment of principal
                               and/or interest on an instrument or goes
                               bankrupt. This Fund may be subject to greater
                               credit risk because it invests in convertible
                               debt securities that are below investment
                               grade. Securities rated below investment grade
                               are also commonly known as "junk" bonds. Debt
                               securities rated below investment grade are
                               considered to be speculative. This is
                               especially true during periods of economic
                               uncertainty or during economic downturns. Below
                               investment grade securities are often issued by
                               companies without long track records of sales
                               or earnings, or by those companies with
                               questionable credit strength. In the event of a
                               repayment problem by the issuer of these
                               securities, they will only be paid if there is
                               anything left after the payment of senior debt,
                               such as bank loans and investment grade secured
                               bonds. Interest rate risk refers to the
                               possibility that the value of the Fund's
                               portfolio securities may fall since fixed
                               income securities generally fall in value when
                               interest rates rise. The longer the term of a
                               fixed income security, the more sensitive it
                               will be to fluctuations in value from interest
                               rate changes. Liquidity risk refers to the
                               possibility that the Fund may lose money or be
                               prevented from earning capital gains if it
                               cannot sell a security at the time and price
                               that is most beneficial to the Fund. Because
                               lower quality securities may be less

                                       5
<PAGE>

                               liquid than higher quality securities, the Fund
                               may be more susceptible to liquidity risk than
                               funds that invest in higher quality securities.
                               A security whose credit rating has been lowered
                               may be particularly difficult to sell. Because
                               the Fund may invest a portion of its assets in
                               securities issued by foreign companies, it may
                               be subject to foreign investing risk. Foreign
                               investing risk refers to the likelihood that
                               foreign investments may be riskier than U.S.
                               investments because of many factors, some of
                               which include:

                                  . a lack of political or economic stability

                                  . changes in currency exchange rates

                                  . a lack of adequate company information

                                  . foreign controls on investment

                                  . withholding taxes

Distributions................  Since July, 1988, the Fund has made quarterly
                               distributions of $0.21 per share. These
                               distributions have required payments
                               substantially in excess of the Fund's current
                               net investment income. The portion, if any, of
                               a distribution which equals the Fund's current
                               net investment income should be considered a
                               dividend. The remainder constitutes a payment
                               out of the Fund's net realized capital gains
                               for each period to the extent available. Any
                               excess distribution is paid from paid-in
                               capital.

                                       6
<PAGE>

                             FINANCIAL HIGHLIGHTS

  The information below for the fiscal years ended December 31, 1991 through
 2000 has been audited by Deloitte & Touche LLP, whose report, along with the
    Fund's financial statements are included in the annual report, which is
      available upon request. The following information should be read in
 conjunction with the financial statements and related notes thereto included
                  in the Statement of Additional Information.

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                          ----------------------------------------------------------------------------------------------------
                            2000       1999      1998      1997      1996      1995      1994       1993      1992      1991
                          --------   --------  --------  --------  --------  --------  --------   --------  --------  --------
<S>                       <C>        <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>
Net Asset Value Per
Share, Beginning of
Period..................  $  11.32   $   9.37  $   9.21  $   8.51  $   8.36  $   7.47  $   8.79   $   8.36  $   8.09  $   6.85
                          --------   --------  --------  --------  --------  --------  --------   --------  --------  --------
Income from Operations:
 Net Investment Income..      0.35       0.35      0.35      0.35      0.36      0.37      0.38       0.40      0.41      0.43
 Impact to Capital for
 Shares Issued..........       --         --      (0.01)    (0.01)      --        --        --       (0.01)    (0.01)      --
 Impact to Capital for
 Shares Repurchased.....      0.02        --        --        --        --        --        --         --        --        --
 Net Realized and
 Unrealized Gain (Loss)
 on Securities..........     (0.80)      3.15      0.85      1.23      0.77      1.36     (0.86)      1.25      0.71      1.65
                          --------   --------  --------  --------  --------  --------  --------   --------  --------  --------
  Total from Investment
  Operations............     (0.43)      3.50      1.19      1.57      1.13      1.73     (0.48)      1.64      1.11      2.08
Less Distributions:
 Dividends from Net
 Investment Income......     (0.35)     (0.35)    (0.35)    (0.35)    (0.36)    (0.37)    (0.38)     (0.40)    (0.41)    (0.43)
 Distribution from Net
 Realized Gains.........     (2.06)     (1.20)    (0.68)    (0.52)    (0.62)    (0.33)    (0.30)     (0.81)    (0.07)      --
 Distribution in Excess
 of Net Realized Gains..       --         --        --        --        --      (0.14)    (0.16)       --        --        --
 Return of Capital......       --         --        --        --        --        --        --         --      (0.36)    (0.41)
                          --------   --------  --------  --------  --------  --------  --------   --------  --------  --------
  Total Distributions...     (2.41)     (1.55)    (1.03)    (0.87)    (0.98)    (0.84)    (0.84)     (1.21)    (0.84)    (0.84)
                          --------   --------  --------  --------  --------  --------  --------   --------  --------  --------
Net Asset Value Per
Share, End of Period....  $   8.48   $  11.32  $   9.37  $   9.21  $   8.51  $   8.36  $   7.47   $   8.79  $   8.36  $   8.09
                          ========   ========  ========  ========  ========  ========  ========   ========  ========  ========
Per Share Market Price,
End of Period...........  $  10.38   $   9.56  $  9.625  $  9.625  $  9.375  $  9.375  $  7.750   $  9.250  $  9.125  $  8.750
                          ========   ========  ========  ========  ========  ========  ========   ========  ========  ========
Total Investment
Return(1)...............     34.95 %    16.10%    11.41%    12.98%    11.75%     33.6%    (7.43)%    13.77%    15.90%    41.38%
Net Asset Value Total
Return(2)...............     (4.79)%    39.16%    13.34%    19.10%    13.94%     24.0%    (5.70)%    16.12%    13.35%    31.20%

Ratios/Supplemental
Data:
 Net Assets, End of
 Period (in thousands)..   352,555   $477,608  $393,588  $355,061  $271,267  $264,608  $234,686   $273,230  $215,208  $172,331
 Ratio of Expenses to
 Average Net Assets.....      0.69 %     0.68%     0.73%     0.74%     0.77%     0.81%     0.79%      0.80%     0.88%     0.94%
 Ratio of Net Investment
 Income to Average Net
 Assets.................      2.88 %     3.47%     3.73%     3.95%     4.12%     4.60%     4.66%      4.48%     5.04%     5.68%
 Portfolio Turnover
 Rate...................    159.44 %   119.92%   124.51%   132.99%   125.72%   108.98%   110.04%    173.79%   139.39%   114.13%
 Average Commission Rate
 Paid by the Fund(3)....  $   0.05   $   0.06  $   0.06  $   0.06  $   0.06       N/A       N/A        N/A       N/A       N/A
</TABLE>
- ----
(1) Based on market value per share, adjusted for reinvestment of
    distributions.
(2) Based on net asset value per share, adjusted for reinvestment of
    distributions.
(3) For fiscal years beginning on or after September 1, 1995, a fund is
    required to disclose its average commission rate per share for security
    trades on which commissions are charged. This amount may vary from period
    to period and fund to fund depending on the mix of trades executed in
    various markets where trading practices and commission rate structures may
    differ.

                                       7
<PAGE>

                                   THE OFFER

Terms of the Offer

   The Fund is issuing to Record Date Shareholders Rights to subscribe for the
Shares. Each Record Date Shareholder is being issued one non-transferable
Right for each share of Common Stock owned on the Record Date. The Rights
entitle the holder to acquire through the Primary Subscription at the
Subscription Price one Share for each four Rights held. No Rights will be
issued for fractional shares. Rights may be exercised at any time during the
Subscription Period, which commences on the date of this Prospectus and ends
at 5:00 p.m., New York City time, on July 26, 2001.

   In addition, any Record Date Shareholder who fully exercises all Rights
initially issued to him (other than those Rights which cannot be exercised
because they represent the right to acquire less than one Share) is entitled
to subscribe for Shares which were not subscribed for by other shareholders in
the Primary Subscription. For purposes of determining the maximum number of
Shares a Record Date Shareholder may acquire pursuant to the Offer, broker-
dealers whose shares are held of record by Nominee or by any other depository
or nominee will be deemed to be the holders of the Rights that are issued to
Nominee or such other depository or nominee on their behalf. Shares acquired
pursuant to the Over-Subscription Privilege are subject to allotment, which is
more fully discussed below under "Over-Subscription Privilege."

   Rights will be evidenced by Subscription Certificates. The number of Rights
issued to each holder will be stated on the Subscription Certificate delivered
to such holder. The method by which Rights may be exercised and Shares paid
for is explained in the sections titled "Method of Exercise of Rights" and
"Payment for Shares." A Rights holder will have no right to rescind a purchase
after the Subscription Agent has received the holder's Subscription
Certificate or notice of guaranteed delivery. Shares issued pursuant to an
exercise of Rights will be listed on the NYSE.

   The Rights are non-transferable. Only the underlying Shares, and not the
Rights, will be admitted for trading on the NYSE. Since fractional Shares will
not be issued, Rights holders who receive, or who are left with, fewer than
five Rights will be unable to exercise such Rights and will not be entitled to
receive any cash in lieu of such fractional Shares. The Fund will not offer or
sell any Shares which are not subscribed through the Primary Subscription or
the Over-Subscription Privilege.

Purposes of the Offer

   The Board of Directors of the Fund has determined that the Offer is in the
best interests of the Fund and its shareholders. The Offer will increase the
assets of the Fund available for investment thereby permitting the Fund to be
in a better position more fully to take advantage of investment opportunities
that may arise. The larger number of outstanding shares of Common Stock after
the Offer should help create a more efficient and active market for the Common
Stock and help reduce the effect on market price of individual transactions.
In addition, increasing the size of the Fund may lower the Fund's expenses as
a percentage of net assets. The Offer also seeks to reward the long-term
shareholder by giving existing shareholders the right to purchase additional
shares at a price that may be below market without incurring any commission
charge. There can be no assurance that the Fund will achieve any of the
foregoing objectives or benefits through the Offer.

   The purpose of setting the determination of the Subscription Price
subsequent to the Expiration Date is to attract the maximum participation of
shareholders in the offer, with minimum dilution to non-participating
shareholders.

   The Investment Adviser will benefit from the Offer because the Investment
Adviser's fee is based on the average net assets of the Fund. It is not
possible to state precisely the amount of additional compensation the
Investment Adviser will receive as a result of the Offer because the proceeds
of the Offer will be invested in additional portfolio securities which will
fluctuate in value. However, assuming that all Rights are exercised and the
Fund receives the maximum proceeds of the Offer, the annual compensation to be
received by the Investment

                                       8
<PAGE>

Adviser would be increased by approximately 13% assuming the net asset value
per share of $8.48 as of December 31, 2000. Three of the Fund's eight
directors who voted to authorize the Offer are "interested persons" of the
Fund and of the Investment Adviser within the meaning of the Investment
Company Act of 1940 ("1940 Act"). One of these Directors, Mr. Ernest O.
Ellison, could benefit indirectly from the Offer because of his indirect
ownership interest in the Investment Adviser.

   The Fund may, in the future and at its discretion, choose to make
additional rights offerings from time to time for a number of shares and on
terms which may or may not be similar to the Offer. If all the Shares are
subscribed for in this Offering, the Fund will have a total of 22,510,804
remaining authorized but unissued shares of Common Stock available for
issuance without shareholder approval.

Over-Subscription Privilege

   If some Record Date Shareholders do not exercise all of the Rights issued
to them, any Shares for which subscriptions have not been received from Record
Date Shareholders will be offered, by means of the Over-Subscription
Privilege, to those Record Date Shareholders who have exercised all the Rights
initially issued to them (other than those Rights which cannot be exercised
because they represent the right to acquire less than one Share) and who wish
to acquire more than the number of Shares for which the Rights issued to them
are exercisable. Record Date Shareholders who exercise all the Rights
initially issued to them will have the opportunity to indicate on the
Subscription Certificate how many Shares they are willing to acquire pursuant
to the Over-Subscription Privilege. If sufficient Shares remain after the
Primary Subscriptions have been exercised, all over-subscriptions will be
honored in full. If sufficient Shares are not available to honor all over-
subscriptions, the available Shares will be allocated among those who
oversubscribe based on the number of Rights originally issued to them by the
Fund. The percentage of remaining Shares each over-subscribing shareholder may
acquire will be rounded up or down to result in delivery of whole Shares. The
allocation process may involve a series of allocations in order to assure that
the total number of Shares available for over-subscriptions is distributed on
a pro rata basis.

The Subscription Price

   The Subscription Price for the Shares to be issued pursuant to the Rights
will be the greater of (1) net asset value per Share at the close of business
on July 27, 2001 (the "Pricing Date"); or (2) 90% of the average of the
closing sale prices of a share of the Fund's Common Stock at the close of
business on July 27, 2001 and the four preceding business days.

   The Fund announced the Offer before the start of trading on the NYSE on
April 19, 2001. The net asset values per share of Common Stock at the close of
business on April   , 2001 and April   , 2001 (two days following the
announcement) were $    and $   , respectively, and the last reported sale
prices of a share of the Fund's Common Stock on the NYSE on April   , 2001 and
April,  , 2001 (two days following the announcement) were $    and $   ,
respectively.

Expiration of the Offer

   The Offer will expire at 5:00 p.m., New York City time, on July 26, 2001.
Rights will expire on the Expiration Date and thereafter may not be exercised.
Since the Expiration Date is prior to the Pricing Date, Record Date
Shareholders who decide to acquire Shares in the Primary Subscription or
pursuant to the Over-Subscription Privilege will not know, when they make such
decision, the purchase price for such Shares.

Subscription Agent

   The Subscription Agent is The Bank of New York, Church Street Station, New
York, New York. The Subscription Agent will receive from the Fund a fee
estimated to be $125,000 for the processing of the exercise of Rights and
reimbursement for all out-of-pocket expenses related to the Offer. The
Subscription Agent is also the Fund's dividend disbursing agent, transfer
agent and registrar.

                                       9
<PAGE>

Information Agent

   Any questions or requests for assistance regarding how to subscribe for
Shares or for additional copies of this Prospectus or Subscription
Certificates or notices of guaranteed delivery may be directed to the
Information Agent at its telephone number and address listed below:

Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt. New Jersey 07072-2586

Toll Free--1-888-501-9723

   The Information Agent will receive a fee estimated to be $9,500 and
reimbursement for all out-of-pocket expenses related to the Offer.

Method of Exercise of Rights

   Rights may be exercised by filling in and signing the reverse side of the
Subscription Certificate and mailing it in the envelope provided. In addition,
Rights may be exercised by delivering the completed and signed Subscription
Certificate to the Subscription Agent, together with payment for the Shares as
described below under "Payment for Shares." Rights may also be exercised
through a Rights holder's broker, or other nominee if such shareholder's
shares of Common Stock are held in such broker's or nominee's name. Such
brokers or nominees may charge a servicing fee for exercising such Rights.
Fractional Shares will not be issued, and Rights holders who receive, or who
are left with, fewer than five Rights will not be able to exercise such
Rights.

   Completed Subscription Certificates must be received by the Subscription
Agent prior to 5:00 p.m., New York City time, on July 26, 2001 (unless payment
is effected by means of a notice of guaranteed delivery as described below
under "Payment for Shares") (July 26, 2001 is hereinafter referred to as the
Expiration Date). The Subscription Certificate and payment should be delivered
to the offices of the Subscription Agent by one of the methods described
below:

(1) By mail:
    The Bank of New York
    Tender and Exchange Department
    P.O. Box 11248
    Church Street Station New York, New York 10286-1248

(2) By Hand, Express Mail or Overnight Courier:
    The Bank of New York
    Tender and Exchange Department
    101 Barclay Street
    Receive & Delivery Window-Street Level
    New York, New York 10286

Payment for Shares

   Holders of Rights who acquire Shares in the Primary Subscription or
pursuant to the Over-Subscription Privilege may choose between the following
methods of payment.

   (1) A subscription will be accepted by the Subscription Agent if, prior to
5:00 p.m., New York City time, on the Expiration Date, the Subscription Agent
has received a completed and executed notice of guaranteed delivery by
facsimile (telecopy) or otherwise from a bank, a trust company or a NYSE
member, guaranteeing delivery of (i) payment of the full Subscription Price
for the Shares subscribed for on Primary Subscription and any additional
Shares subscribed for pursuant to the Over-Subscription Privilege, and (ii) a
properly completed and executed Subscription Certificate. The Subscription
Agent will not honor a notice of guaranteed delivery if a

                                      10
<PAGE>

properly completed and executed Subscription Certificate and full payment is
not received by the Subscription Agent by the close of business on the third
Business Day after the Expiration Date. The notice of guaranteed delivery may
be delivered to the Subscription Agent in the same manner as Subscription
Certificates at the addresses set forth above, or may be transmitted to the
Subscription Agent together with a completed Subscription Certificate by
facsimile transmission (telecopy number (212) 815-6213; confirm by telephone
(800) 507-9357.

   (2) Alternatively, a holder of Rights can send the Subscription Certificate
together with payment in the form of a check for the Shares acquired on
Primary Subscription and additional Shares subscribed for pursuant to the
Over-Subscription Privilege to the Subscription Agent based on an assumed
purchase price of $8.00 Share. To be accepted, payment, together with the
executed Subscription Certificate, must be received by the Subscription Agent
at its Tender and Exchange Department, P.O. Box 11248, Church Street Station,
New York, New York 10286-1248 or its Tender and Exchange Department, 101
Barclay Street, Receive and Deliver Window-Street Level, New York, New York
10286 prior to 5:00 p.m., New York City time, on the Expiration Date. The
Subscription Agent will deposit all stock purchase checks received by it prior
to the final due date into a segregated interest-bearing account (which
interest will accrue to the benefit of the Fund and be retained by the Fund)
pending proration and distribution of Shares. Interest on this account will
accrue to the benefit of the Fund.

   A PAYMENT PURSUANT TO THIS METHOD MUST BE IN UNITED STATES DOLLARS BY MONEY
ORDER OR CHECK DRAWN ON A BANK LOCATED IN THE UNITED STATES. PAYMENT MUST BE
PAYABLE TO TCW CONVERTIBLE SECURITIES FUND, INC., AND MUST ACCOMPANY AN
EXECUTED SUBSCRIPTION CERTIFICATE FOR SUCH SUBSCRIPTION CERTIFICATE TO BE
ACCEPTED. THE SUBSCRIPTION AGENT WILL NOT ACCEPT CASH AS A MEANS OF PAYMENT
FOR SHARES.

   Within three Business Days following the Pricing Date (the "Confirmation
Date"), a confirmation will be sent by the Subscription Agent to each holder
of Rights (or, if the Fund's shares are held by Nominee or any other
depository or nominee, to Nominee or such other depository or nominee),
showing (1) the number of Shares acquired pursuant to the Primary
Subscription, (2) the number of Shares, if any, acquired pursuant to the Over-
Subscription Privilege, (3) the per Share and total purchase price for the
Shares, and (4) any additional amount payable by such holder to the Fund or
any excess to be refunded by the Fund to such holder, in each case based on
the Subscription Price as determined on the Pricing Date. If any such
shareholder exercises his right to acquire Shares pursuant to the Over-
Subscription Privilege, any such excess payment which would otherwise be
refunded to him will be applied by the Fund toward payment for Shares acquired
pursuant to exercise of the Over-Subscription Privilege. Any payment required
from a holder of Rights must be received by the Subscription Agent within ten
Business Days after the Confirmation Date. Any excess payment to be refunded
by the Fund to a holder of Rights, or to be paid to a holder of Rights as a
result of exercises by Record Date Stockholders of their Over-Subscription
Privileges will be mailed by the Subscription Agent to him within fifteen
Business Days after the Confirmation Date. All payments by a holder of Rights
must be in United States dollars by money order or check drawn on a bank
located in the United States of America and payable to TCW Convertible
Securities Fund, Inc.

   Whichever of the two methods described above is used, issuance and delivery
of certificates for the Shares purchased are subject to collection of any
checks or money orders and actual payment pursuant to any notice of guaranteed
delivery.

   A Rights holder will have no right to rescind a purchase after the
Subscription Agent has received payment, either by means of a notice of
guaranteed delivery or a check.

   If a holder of Rights who acquires Shares pursuant to the Primary
Subscription or the Over-Subscription Privilege does not make payment of any
amounts due, the Fund reserves the right to take any or all of the following
actions: (1) find other purchasers for such subscribed-for and unpaid-for
Shares; (2) apply any payment actually received by it toward the purchase of
the greatest whole number of Shares which could be acquired by

                                      11
<PAGE>

such holder upon exercise of the Primary Subscription and/or the Over-
Subscription Privilege, and/or (3) exercise any and all other rights or
remedies to which it may be entitled, including, without limitation, the right
to set off against payments actually received by it with respect to such
subscribed Shares and to enforce the relevant guaranty of payment.

   Holders who hold shares of Common Stock for the account of others, such as
brokers, trustees or depositaries for securities, should notify the respective
beneficial owners of such shares as soon as possible to ascertain such
beneficial owners' intentions and to obtain instructions with respect to the
Rights. If the beneficial owner so instructs, the record holder of such Rights
should complete Subscription Certificates and submit them to the Subscription
Agent with the proper payment. In addition, beneficial owners of Common Stock
or Rights held through such a holder should contact the holder and request the
holder to effect transactions in accordance with the beneficial owner's
instructions.

   The instructions accompanying the Subscription Certificates should be read
carefully and followed in detail. DO NOT SEND SUBSCRIPTION CERTIFICATES OR
PAYMENTS TO THE FUND.

   THE METHOD OF DELIVERY OF SUBSCRIPTION CERTIFICATES AND PAYMENT OF THE
SUBSCRIPTION PRICE TO THE SUBSCRIPTION AGENT WILL BE AT THE ELECTION AND RISK
OF THE RIGHTS HOLDERS, BUT IF SENT BY MAIL IT IS RECOMMENDED THAT SUCH
CERTIFICATES AND PAYMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, AND THAT A SUFFICIENT NUMBER OF DAYS BE ALLOWED TO
ENSURE DELIVERY TO THE SUBSCRIPTION AGENT AND CLEARANCE OF PAYMENT PRIOR 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. BECAUSE UNCERTIFIED PERSONAL
CHECKS MAY TAKE SEVERAL BUSINESS DAYS TO CLEAR, YOU ARE STRONGLY URGED TO PAY,
OR ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED OR CASHIER'S CHECK OR MONEY
ORDER.

   All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Fund, whose determination
will be final and binding. The Fund in its sole discretion may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported exercise of any
Right. Subscriptions will not be deemed to have been received or accepted
until all irregularities have been waived or cured within such time as the
Fund determines in its sole discretion. Neither the Fund nor the Subscription
Agent will be under any duty to give notification of any defect or
irregularity in connection with the submission of Subscription Certificates or
incur any liability for failure to give such notification.

Notice of Net Asset Value Decline

   The Fund has undertaken, as required by the Securities and Exchange
Commission's registration form, to suspend the Offer until it amends this
Prospectus if subsequent to June   , 2001, the effective date of the Fund's
registration statement relating to the Offering, and prior to the Expiration
Date, the Fund's net asset value declines more than 10% from its net asset
value as of June   , 2001. In such event, the Fund will notify shareholders of
any such decline and permit them to cancel their exercise of Rights. With this
exception, a shareholder will have no right to rescind an exercise of Rights
after the Subscription Agent receives a Subscription Certificate or notice of
guaranteed delivery.

Purchase and Sale of Rights

   The Rights are non-transferable and, therefore, may not be purchased or
sold. The Rights will not be admitted to trading on the NYSE. However, the
Shares to be issued pursuant to the Rights will be listed and admitted to
trading on the NYSE, along with the existing outstanding shares of Common
Stock.

                                      12
<PAGE>

Delivery of Stock Certificates

   Participants in the Fund's Dividend Reinvestment Plan (the "Plan") will
have their Shares acquired on Primary Subscription and pursuant to the Over-
Subscription Privilege credited to their shareholder distribution reinvestment
accounts in the Plan, unless they request the issuance of stock certificates
for the Shares so acquired. Shareholders whose Shares are held of record by
Nominee or by any other depository or nominee on their behalf or their broker-
dealers' behalf will have their Shares acquired on Primary Subscription and
pursuant to the Over-Subscription Privilege credited to the account of Nominee
or such other depository or nominee. With respect to all other shareholders,
stock certificates for all Shares acquired on Primary Subscription and
pursuant to the Over-Subscription Privilege will be mailed within fifteen
business days after the Confirmation Date and after payment for the Shares
subscribed for has cleared.

Foreign Shareholders

   The Fund has been advised by outside legal counsel that this rights
offering has been qualified or is believed to be exempt from qualification
only under the federal laws of the United States and the laws of each of the
States in the United States. Residents of other jurisdictions may not purchase
the Shares of Common Stock offered hereby unless they certify that their
purchases of such Shares are effected in accordance with the applicable laws
of such jurisdictions.

Federal Income Tax Consequences

   For Federal income tax purposes, neither the receipt nor the exercise of
the Rights will result in taxable income to holders of Common Stock, and no
loss or deduction will be allowed if Rights expire without being exercised.

   A shareholder's holding period for a Share acquired upon exercise of a
Right begins on the date of exercise. In the absence of a special election
under Section 307 of the Internal Revenue Code of 1986, as amended (the
"Code") by the shareholder, the shareholder's basis for determining gain or
loss upon the sale of a Share acquired upon exercise of a Right will be equal
to the Subscription Price. A shareholder's gain or loss recognized upon a sale
of that Share will be capital gain or loss if the Share was held as a capital
asset at the time of sale. Net capital gains are generally subject to a
maximum tax rate of 20% so long as the asset was held for more than twelve
(12) months.

   The foregoing discussion is for general information only and is based upon
existing laws, regulations and judicial and administrative pronouncements.
Shareholders are advised to consult their own tax advisers with regard to the
Federal income tax consequences of exercising any Rights, as well as the tax
consequences arising under the laws of any state, foreign country or other
jurisdiction.

Dilution

   As a result of the terms of the Offer, shareholders who do not fully
exercise their Rights will, at the completion of the Offer, own a smaller
proportional interest in the Fund than would otherwise be the case. Such
shareholders would also forego the opportunity to purchase shares of the Fund
at a discount from market price if such market price remains above net asset
value at the end of the offering period.

                                      13
<PAGE>

                    SPECIAL CONSIDERATIONS AND RISK FACTORS

Market Price Premium or Discount from Net Asset Value

   Shares of the Fund are listed and traded on the NYSE. Since the Fund is a
closed-end investment company, shareholders do not have the right to redeem
shares at net asset value. The market price for shares of closed-end
investment companies generally varies from per share net asset value and such
shares frequently trade at a discount from net asset value. Shares of the Fund
have traded at, above and below net asset value since the commencement of
operations. Prior to 1990, the Fund's shares generally traded at a discount
from the net asset value. From 1990 through 1999, the Fund's shares generally
traded at a premium above net asset value. During 1999 and 2000 the Fund's
shares generally traded at a discount below the Fund's net asset value. To the
extent that shares trade at a premium above net asset value, a reduction in
such premium or a change from a premium to a discount would adversely affect
an investor's return.

Anti-Takeover Provisions

   Certain provisions of the Fund's Articles of Incorporation may be regarded
as "anti-takeover" provisions. These provisions require the affirmative vote
or consent of the holders of at least two-thirds of the outstanding shares of
the Fund for a merger or consolidation of the Fund with an open-end investment
company, a merger or consolidation of the Fund with a closed-end investment
company with different voting requirements, dissolution of the Fund, a sale of
all or substantially all of the assets of the Fund or an amendment to the
Fund's Articles of Incorporation making the Common Stock a redeemable security
or reducing the two-thirds vote required by the Articles of Incorporation.

Investments

   Many convertible securities which the Fund purchases are unrated or rated
BB or lower by Standard & Poor's ("S&P") or Ba or lower by Moody's Investors
Service Inc. ("Moody's"). Ratings below BB/Ba are considered by the rating
agencies to be speculative and are commonly referred to as "junk bonds."
Prices of convertible securities generally fluctuate in response to changes in
interest rates as well as to changes in the prices of the underlying common
stocks. The Fund may use certain investment techniques which involve
additional risks. These investment techniques include options, short sales
against the box, forward commitments, lending of portfolio securities,
investment in foreign securities and foreign issuers, repurchase agreements,
and stock index futures.

Distributions

   Commencing in July, 1988, the Fund has made quarterly distributions of
$0.21 per share. These distributions have required payments substantially in
excess of the Fund's current net investment income. The portion, if any, of a
distribution which equals the Fund's current net investment income should be
considered a dividend. The remainder constitutes a payment out of the Fund's
net realized capital gains for each period to the extent available; any excess
will be from paid-in capital.

                                      14
<PAGE>

                                USE OF PROCEEDS

   The net proceeds of the Offer, assuming all Shares offered hereby are sold,
are estimated to be approximately $83,500,000, based upon an assumed
Subscription Price of $8.00 and after deducting expenses payable by the Fund
estimated at approximately $345,000. If less than all of the Shares offered
are sold, the proceeds from the Offer would be reduced accordingly, but there
would be no material reduction in the expenses of the Offer. The Fund will
invest the net proceeds of the Offer in accordance with its investment
objective and policies. The Investment Adviser anticipates that such
investment will not take more than three months from the Expiration Date.

                          DESCRIPTION OF COMMON STOCK

General

   The Fund, which was incorporated under the laws of the State of Maryland on
January 13, 1987, is authorized to issue 75,000,000 shares of Common Stock,
par value $.01 per share. The shares of Common Stock have no preemptive,
conversion, exchange or redemption rights. Each share has equal voting,
dividend, distribution and liquidation rights. The shares outstanding are
fully paid and non-assessable. Shareholders are entitled to one vote per
share. All voting rights for the election of directors are non-cumulative.

   The following chart shows the number of shares of Common Stock authorized
and outstanding as of March 30, 2001:

<TABLE>
<CAPTION>
                                                             Shares
                                                             Held by
                                                               the
                                                              Fund
                                                    Shares   for its   Shares
   Title of Class                                 Authorized Account Outstanding
   --------------                                 ---------- ------- -----------
   <S>                                            <C>        <C>     <C>
   Common Stock $.01 par value................... 50,000,000 624,700 41,991,357
</TABLE>

Share Price Data

   The Fund's shares are listed and traded on the New York Stock Exchange (the
"NYSE"). The following table sets forth for the quarters indicated the high
and low sale prices on the NYSE and the average weekly volume of trading of
the Fund's shares for the quarter. Also set forth are the related net asset
values per share of Common Stock, as calculated for such day or for the
preceding Friday business day and the premium (or discount) to net asset value
represented by such market prices.

<TABLE>
<CAPTION>
                                  Net Asset
                                Value Related    Premium
                  Market Price       to       (or Discount)
                  ------------- ------------- ----------------
                   High   Low    High   Low    High      Low      Avg. Weekly
                  Price  Price  Price  Price  Price     Price    Trading Volume
Quarter Ended     ------ ------ ------ ------ ------   -------   --------------
<S>               <C>    <C>    <C>    <C>    <C>      <C>       <C>
 03/31/99........  9.938  9.875  9.720  9.370   2.24 %   0.052 %    239,050
 06/30/99........ 10.313  9.625 10.120 10.100   1.91 %  (4.70 )%    181,400
 09/30/99........ 10.063  9.125 10.280  9.890  (2.11)%  (7.74 )%    139,692
 12/31/99........ 10.750  9.188 12.150  9.860 (11.52)%  (6.82 )%    185,793
 03/31/00........ 11.000  9.000 13.770 10.960 (20.12)% (17.80 )%    289,523
 06/30/00........ 10.875  9.688 12.660 11.930 (14.10)% (18.79 )%    164,262
 09/30/00........ 12.063 10.188 12.610 12.020  (4.34)% (15.24 )%    205,569
 12/31/00........ 12.063  9.780 12.610 10.140  (4.34)%  (0.042)%    191,807
</TABLE>

                                      15
<PAGE>

Repurchase of Shares

   The Fund's shareholders do not have the right to require redemption of
their shares by the Fund. The Fund, however, may repurchase its shares in the
open market from time to time, although nothing herein shall be considered a
commitment to repurchase such shares. Any such repurchases shall be subject to
the Maryland General Corporation Law and to limitations imposed by the 1940
Act. In 2000, the Fund's Board of Directors authorized the Fund to repurchase
up to two million of its shares. The Fund repurchased 624,700 shares during
2000 which added $0.02 to the Fund's net asset value at December 31, 2000.
Subject to the Fund's investment restriction with respect to borrowings, the
Fund may incur debt in an amount not exceeding 5% of total assets to finance
share repurchase transactions. Shares repurchased by the Fund will be held as
treasury shares until reissued.

   The Fund does not expect to consider the repurchase of any of its shares
except at a price below net asset value.

Anti-Takeover Provisions of the Articles of Incorporation

   The Fund has provisions in its Articles of Incorporation that could have
the effect of limiting the ability of other entities or persons to acquire
control of the Fund, to cause it to engage in certain transactions or to
modify its structure. The affirmative vote or consent of the holders of at
least two-thirds of the outstanding shares of the Fund is required to
authorize any of the following actions: (1) merger or consolidation of the
Fund with an open-end investment company; (2) merger or consolidation with a
closed-end investment company unless such company's charter has the same
voting requirements; (3) dissolution of the Fund; (4) sale of all or
substantially all of the assets of the Fund; or (5) amendment to the Articles
of Incorporation of the Fund which makes the Common Stock a redeemable
security (as such term is defined in the 1940 Act) or which reduces the two-
thirds vote required to authorize the actions in (1) through (5) hereof.

   Reference is made to the Articles of Incorporation of the Fund, on file
with the Securities and Exchange Commission (the "SEC"), for the full text of
these provisions. These provisions could have the effect of depriving
shareholders of an opportunity to sell their shares at a premium over
prevailing market prices by discouraging a third party from seeking to obtain
control of the Fund in a tender offer or similar transaction.

   The Board of Directors has determined that the two-thirds voting
requirements described above, which are greater than the minimum requirements
under Maryland law or the 1940 Act, are in the best interests of the Fund and
its shareholders generally.

Possible Future Conversion to Open-End Investment Company

   If shares of the Fund's Common Stock have traded on the principal
securities exchange where listed at an average discount from net asset value
of more than 10%, determined on the basis of the discount as of the end of the
last trading day in each week during the period of 12 calendar weeks preceding
December 31 in any year, the Fund will submit to its shareholders at the next
succeeding annual meeting of shareholders a proposal, to the extent consistent
with the 1940 Act, to amend the Fund's Articles of Incorporation to provide
that, upon the adoption of such amendment by the holders of two-thirds of the
Fund's outstanding shares of Common Stock, the Fund will convert from a
closed-end to an open-end investment company. If the Fund converted to an
open-end investment company, it would be able to continuously issue and offer
for sale shares of its Common Stock. Also, each share of the Fund's Common
Stock could be presented to the Fund at the option of the holder thereof for
redemption at net asset value per share and the Fund could be required to
liquidate portfolio securities to meet requests for redemption. In addition,
shares of the Fund would no longer be listed on the NYSE.

   As described above, the Fund may repurchase its shares in the open market
from time to time. The Fund cannot predict whether any such repurchases would
increase or decrease the discount from net asset value. To the extent that any
such repurchase decreased the discount to below 10% during the measurement
period, the Fund would not be required to submit to shareholders a proposal to
convert the Fund to an open end investment company at the next annual meeting
of shareholders.

                                      16
<PAGE>

                       INVESTMENT OBJECTIVE AND POLICIES

General

   The investment objective of the Fund is to seek total investment return
comprised of current income and capital appreciation through investment
principally in convertible securities and use of certain other investment
techniques. The Fund is designed primarily for long-term investment and not as
a trading vehicle. There can be no assurance that the Fund's objective will be
achieved.

   The Fund's investment objective and fundamental policies may be changed
only with the approval of the holders of a majority of the Fund's outstanding
voting securities. A "majority of the Fund's outstanding voting securities,"
when used in this Prospectus, means the lesser of (1) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
present in person or represented by proxy, or (2) more than 50% of the
outstanding shares.

   The Fund has adopted a fundamental policy that under normal market
conditions it will invest at least 65% of its total assets in convertible
securities. Securities obtained upon the conversion of convertible securities
may be retained in the Fund's portfolio to permit orderly disposition or to
establish long-term holding periods for Federal income tax purposes during
years in which such gains are accorded favorable tax treatment. For temporary
periods of not greater than two months after conversion, such securities will
be considered to be convertible securities for purposes of computing whether
65% of the Fund's total assets are invested in convertible securities. The
Fund would convert a convertible security which it holds when necessary to
permit orderly disposition of the investment when a convertible security
reaches maturity or has been called for redemption. Conversion could also
occur to facilitate a sale of the position or if the dividend rate on the
underlying common stock increased above the yield on the convertible security.

   The remainder of the Fund's total assets may be invested in other
securities, including nonconvertible equity and investment grade debt
securities, options (as described below), securities issued or guaranteed by
the United States Government, its agencies and instrumentalities ("U.S.
Government Securities"), repurchase agreements (as described below), and money
market securities (as described below). Investment grade debt securities are
those rated Baa or higher by Moody's or BBB or higher by S&P. United States
Government agencies or instrumentalities include, but are not limited to, the
Federal National Mortgage Association, the Government National Mortgage
Association, and the Federal Home Loan Mortgage Corporation.

   The Fund may invest in certain "hybrid securities" consisting of debt
obligations with an investment return coupled to the performance of a common
stock index, such as the Standard & Poor's 500 Composite Stock Price Index.
Such hybrid securities are usually zero coupon obligations payable at maturity
at the higher of (1) face value or (2) face value multiplied by the value of
the specified index at maturity and divided by a specified amount which may be
110% to 120% of the value of the index at the date of issue. These hybrid
securities will be purchased by the Fund only if the debt obligation is
investment grade. In addition to the credit risk of the issuer, the investment
is subject to loss of value in the event the index declines. The Fund does not
intend to invest more than 5% of its total assets in such hybrid securities.

   In selecting convertible securities for the Fund, the following factors,
among others, are considered by the Investment Adviser: (1) the Investment
Adviser's own evaluations of the creditworthiness of the issuer of the
securities; (2) the interest or dividend income generated by the securities;
(3) the potential for capital appreciation of the securities and the
underlying common stock; (4) the protection against price declines relative to
the underlying stocks; (5) the prices of the securities relative to other
comparable securities; (6) whether the securities are entitled to the benefits
of sinking funds or other protective conditions; (7) diversification of the
Fund's investments; and (8) the ratings assigned to the securities.

   When business or financial conditions warrant, the Fund may take a
temporary "defensive" position by investing up to 100% of its total assets in
(1) U.S. Government Securities; (2) money market securities such as
certificates of deposit, bankers' acceptances and interest-bearing savings
deposits of banks having total assets of

                                      17
<PAGE>

more than $5 billion and which are members of the Federal Deposit Insurance
Corporation, and commercial paper rated P-1 by Moody's or A-l by S&P or, if
not rated, issued by companies which have an outstanding debt issue rated Aa3
or higher by Moody's or AA- or higher by S&P; (3) other debt securities rated
Aa3 or higher by Moody's or AA- or higher by S&P; and (4) repurchase
agreements as described below.

Convertible Securities

   A convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula.

   A convertible security entitles the holder to receive interest paid or
accrued on debt or the dividend paid on preferred stock until the convertible
security matures or is redeemed, converted or exchanged. Before conversion,
convertible securities have characteristics similar to non-convertible debt
securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar
issuers. Convertible securities rank senior to common stock in a corporation's
capital structure and, therefore, generally entail less risk than the
corporation's common stock, although the extent to which such risk is reduced
depends in large measure upon the degree to which the convertible security
sells above its value as a fixed income security.

   The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege), and
its "conversion value" (the security's worth, at market value, if converted
into the underlying common stock).

   The investment value of a convertible security is influenced by changes in
interest rates, with investment value declining as interest rates increase and
increasing as interest rates decline. The credit standing of the issuer and
other factors may also have an effect on the convertible security's investment
value. The conversion value of a convertible security is determined by the
market price of the underlying common stock. If the conversion value is low
relative to the investment value, the price of the convertible security is
governed principally by its investment value. To the extent the market price
of the underlying common stock approaches or exceeds the conversion price, the
price of the convertible security will be increasingly influenced by its
conversion value. In addition, a convertible security generally will sell at a
premium over its conversion value determined by the extent to which investors
place value on the right to acquire the underlying common stock while holding
a fixed income security.

   A convertible security may be subject to redemption at the option of the
issuer at a price established in the Convertible security's governing
instrument. If a convertible security held by the Fund is called for
redemption, the Fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party. Any of these actions could have an adverse effect on the Fund's ability
to achieve its investment objective. The Fund has from time to time acquired
privately negotiated securities issued by a major brokerage firm and
consisting of notes with detachable warrants to purchase shares of publicly-
traded common stock. These investments are designed to permit the Fund to have
an interest in common stocks of companies which are considered attractive by
the Investment Adviser but which do not have outstanding convertible
securities. The combination of notes and warrants produces investment
characteristics similar to those of conventional convertible securities. These
instruments are normally unsecured obligations, and thus subject to the credit
risks of the issuing brokerage firm. In addition, they are normally
unregistered securities subject to the risks described below under
"Unregistered convertible securities." The Investment Adviser may acquire
similar "synthetic" or "derivative" instruments or combinations of instruments
that it believes possess properties comparable to those of standard
convertible securities and are consistent with the Fund's objectives. In
deciding whether and on what terms to acquire any such instruments, the
Investment Adviser weighs the risks against the expected total returns and
considers substantially the same factors described above with respect to the
evaluation of convertible securities generally.

                                      18
<PAGE>

Unregistered Convertible Securities

   The Fund may invest up to 15% of its total assets in illiquid unregistered
convertible securities. There is no percentage limitation on investments in
unregistered convertible securities which are determined to be liquid.
Unregistered securities are securities that have been sold in the United
States without registration under the Securities Act of 1933 and, as a result,
are subject to restrictions on resale. Unregistered securities generally may
be resold only in a privately negotiated transaction with a limited number of
purchasers or in a public offering registered under the Securities Act of
1933. Considerable delay could be encountered in either event. These
difficulties and delays may result in the Fund not being able to realize a
favorable price upon disposition of unregistered securities, and in some cases
might make disposition of such unregistered securities at the time desired by
the Fund impossible. In those instances where the Fund determines to have
unregistered securities held by it registered prior to sale and the Fund does
not have a contractual commitment from the issuer or seller to pay the costs
of such registration, the gross proceeds from the sale of the securities would
be reduced by the registration costs and underwriting discounts in the event
of a public offering. When unregistered convertible securities are converted
into common stock and the common stock is publicly traded (as is typically the
case), such common stock normally may be resold beginning one year following
the acquisition of the unregistered convertible securities, subject to the
volume limitations and certain other conditions of Rule 144 under the
Securities Act of 1933. Beginning two years after the acquisition of the
unregistered convertible securities, the common stock received upon conversion
ordinarily may be resold without restriction. The Fund may not invest more
than 15% of its total assets (determined at the time of investment) in
illiquid securities, including repurchase agreements with maturities in excess
of seven days.

   Rule 144A has been adopted by the SEC to provide a "safe harbor" for the
resale of certain unregistered securities among qualified institutional
investors without registration under the Securities Act of 1933. Unregistered
securities eligible for resale pursuant to Rule 144A which the Board of
Directors or the Investment Adviser has determined under Board-approved
guidelines to be liquid are excluded from the 15% limitation on the Fund's
investments in restricted and other illiquid securities. At December 31, 2000,
38% of the Fund's net assets were invested in restricted securities determined
to be liquid and none of the Fund's net assets were invested in restricted
securities considered to be illiquid.

Risks of Lower-Rated Securities

   Convertible securities are generally not investment grade. This means they
are not rated within the four highest categories by S&P or Moody's. Appendix A
to this Prospectus contains a description of the S&P and Moody's ratings. To
the extent that convertible securities or other debt securities acquired by
the Fund are rated lower than investment grade or are not rated, there is a
greater risk as to the timely repayment of the principal of, and timely
payment of interest or dividends on, such securities. The Fund will purchase
convertible securities and other debt securities rated BB or lower by S&P or
Ba or lower by Moody's. Debt securities rated BB or lower by S&P or Ba or
lower by Moody's are considered to be speculative and are commonly referred to
as "junk bonds." Decisions to purchase and sell these securities are based on
the Investment Adviser's evaluation of their investment potential and risks
and not on the ratings assigned by credit agencies. Because investment in
lower-rated securities involves greater investment risk, the Fund's
performance may depend to a significant degree on the Investment Adviser's
investment analysis, including its analysis of the equity characteristics of
the underlying common stocks. Although the growth of the market for lower-
rated securities in the 1980s and 1990s has paralleled a long economic
expansion, some issuers have been affected by adverse market or economic
conditions. Lower-rated securities may be more susceptible to real or
perceived adverse economic and competitive industry conditions than investment
grade securities. A projection of an economic downturn, for example, could
cause a decline in prices of lower-rated securities because the advent of a
recession could lessen the ability of a highly leveraged company to make
principal and interest payments on its senior securities. In addition, the
secondary trading market for lower-rated securities may be less liquid than
the market for higher grade securities. The limited liquidity of the market
may also adversely affect the ability of the Fund's Directors to arrive at a
fair value for certain securities at times and could make it difficult for the
Fund to sell certain securities.

                                      19
<PAGE>

   Prices of lower-rated fixed income securities may decline rapidly in the
event a significant number of holders decide to sell. Changes in expectations
regarding an issuer, an industry or lower-rated securities generally could
reduce market liquidity for such securities and make their sale by the Fund
more difficult, at least in the absence of price concessions. An economic
downturn or an increase in interest rates could severely disrupt the market
for high yield bonds and adversely affect the value of outstanding bonds and
the ability of the issuers to repay principal and interest, meet projected
business goals and obtain additional financing. Where it deems it appropriate
and in the best interests of the Fund shareholders, the Fund may incur
additional expenses to seek recovery on a debt security on which the issuer
has defaulted and to pursue litigation to protect the interests of security
holders of its portfolio companies.

   While credit ratings are only one factor the Investment Adviser reviews in
evaluating lower-rated debt securities, certain risks are associated with
using credit ratings. Credit rating agencies may fail to timely change the
credit ratings to reflect subsequent events; however, the Investment Adviser
monitors the issuers of lower-rated debt securities in its portfolio in an
attempt to determine if the issuers will have sufficient cash flow and profits
to meet required principal and interest payments. Achievement of the Fund's
investment objective may be more dependent upon the Investment Adviser's
credit analysis than would be the case if the Fund concentrated its
investments in higher quality debt securities. Credit ratings for individual
securities may change from time to time and the Fund may retain a portfolio
security whose rating has been downgraded.

   Convertible securities in which the Fund invests include convertible debt
instruments not producing immediate cash income, such as zero-coupon
convertible securities, when their effective yield premiums or conversion
privileges over comparable instruments producing cash income make these
investments attractive. Prices of non-cash-paying instruments may be more
sensitive to changes in the issuer's financial condition, fluctuations in
interest rates and market demand/supply imbalances than cash-paying securities
with similar credit ratings, and thus may be more speculative. In addition,
the non-cash interest income accrued on such instruments is income for federal
income tax purposes and thus required to be included in distributions to
shareholders (without providing the corresponding cash flow with which to pay
such distributions which must be made from cash assets or by liquidation of
portfolio securities).

Foreign Securities and Foreign Issuers

   The Fund may invest in Eurodollar convertible securities of foreign
issuers. Eurodollar convertible securities are fixed income securities of a
U.S. issuer or a foreign issuer that are issued in U.S. dollars outside the
United States and are convertible into or exchangeable for equity securities
of the same or a different issuer. Interest and dividends on Eurodollar
securities are payable in U.S. dollars outside of the United States. The Fund
may invest without limitation in Eurodollar convertible securities that are
convertible into or exchangeable for foreign equity securities listed, or
represented by ADRs listed, on the NYSE or the American Stock Exchange or
convertible into or exchangeable for publicly traded common stock of U.S.
companies. Also, the Fund may invest up to 15% of its total assets, measured
at time of investment, in Eurodollar convertible securities that are
convertible into or exchangeable for foreign equity securities which are not
listed, or represented by ADRs listed, on the NYSE or American Stock Exchange.
Investments in securities of foreign issuers may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations.
There may be less publicly available information about a foreign company than
about a U.S. company, and foreign companies are not subject to as stringent
accounting, auditing and financial reporting standards and requirements as
those applicable to U.S. companies. Securities of some foreign companies may
be less liquid or more volatile than securities of U.S. companies, and foreign
brokerage commissions and custodian fees are generally higher than in the
United States. Investments in foreign securities may also be subject to other
risks different from those affecting U.S. investments, including local
political or economic developments, expropriation or nationalization of assets
and imposition of withholding taxes on dividend or interest payments.

                                      20
<PAGE>

                             INVESTMENT PRACTICES

Lending of Portfolio Securities

   The Fund may, consistent with applicable regulatory requirements, lend its
portfolio securities to brokers, dealers and other financial institutions,
provided such loans are callable at any time by the Fund (subject to the
notice provisions described below), and are at all times secured by cash, bank
letters of credit, other money market instruments rated A-1, P-1 or the
equivalent or U.S. Government Securities, which are maintained in a segregated
account and that are equal to at least the market value, determined daily, of
the loaned securities. The advantage of such loans is that the Fund continues
to receive the income on the loaned securities while at the same time earning
interest on the cash amounts deposited as collateral, which will be invested
in short-term obligations. The Fund will not lend more than 25% of the value
of its total assets. A loan may be terminated by the borrower on one business
day's notice, or by the Fund on two business day's notice. If the borrower
fails to deliver the loaned securities within two days after receipt of
notice, the Fund could use the collateral to replace the securities while
holding the borrower liable for any excess of replacement cost over
collateral. As with any extension of credit, there are risks of delay in
recovery and in some cases even loss of rights in the collateral should the
borrower fail financially.

Other Investments and Investment Practices

   The Fund may from time to time, (1) write (sell) covered call options on
common stocks that it owns or has an immediate right to acquire through
conversion or exchange of other securities on an amount up to 5% of its total
assets; or (2) purchase put options on such common stocks on an amount up to
2% of its total assets. The Fund may from time to time make short sales of
securities it owns or has the right to acquire through conversion or exchange
of other securities it owns. The Fund may enter into forward commitments for
the purchase of securities which may include purchases on a "when issued" or a
"delayed delivery" basis. The Fund may enter into "repurchase agreements"
pertaining to U.S. Government Securities with financial institutions such as
banks, savings and loan associations or broker-dealers. The Fund may purchase
stock index futures contracts in anticipatory hedge transactions to reduce the
risk of not participating in the stock market when the Fund is less than fully
invested. The Fund's investment in stock index futures will be limited to 5%
or less of its total assets. Additional information regarding such investments
and investment practices and the risks related thereto is set forth in the
Statement of Additional Information.

Investment Restrictions

   The Fund has adopted certain fundamental investment restrictions which,
like its investment objectives, cannot be changed without approval by a
majority (as defined in the 1940 Act vote of the Fund's shareholders. These
restrictions are listed in the Statement of Additional Information.

                                      21
<PAGE>

                            MANAGEMENT OF THE FUND

   A board of eight directors is responsible for overseeing the Fund's
affairs. The Investment Adviser, which is headquartered at 865 South Figueroa
Street, Suite 1800, Los Angeles, California 90017, selects investments for the
Fund, provides administrative services and manages the Fund's business. The
Investment Adviser is a wholly-owned subsidiary of The TCW Group, Inc. On
April 11, 2001, The Societe Generale Group and The TCW Group, Inc. entered
into an agreement under which SG Asset Management, a wholly-owned subsidiary
of The Societe Generale Group, will acquire a majority interest of The TCW
Group, Inc.

   As of December 31, 2000, the Investment Adviser and its affiliated
companies, which provide a variety of trust investment management and
investment advisory services, had approximately $80 billion under management
on committed to management.

Portfolio Management

   Kevin A. Hunter and Thomas D. Lyon, Senior Vice Presidents of the Fund,
have been primarily responsible for the day-to-day management of the Fund's
investment portfolio since 1988 and November, 1997, respectively.

<TABLE>
<CAPTION>
           Name              Business Experience During Last Five Years*
           ----              -------------------------------------------
     <C>               <S>
     Kevin A. Hunter.. Managing Director, the Investment Adviser, TCW Asset
                       Management Company and Trust Company of the West.
     Thomas D. Lyon... Managing Director, the Investment Adviser, TCW Asset
                       Management Company and Trust Company of the West since
                       November, 1997. Previously, he was Vice President--
                       Portfolio Management with Transamerica Investment
                       Services.
</TABLE>
- --------
*  Positions with The TCW Group, Inc. and its affiliated may have changed over
   time.

Advisory Agreement

   Under the Amended and Restated Investment Advisory Agreement, the Fund pays
the Investment Adviser a monthly fee computed at an annual rate of 0.75% of
the first $100,000,000 of average net assets and 0.50% of average net assets
in excess of $100,000,000. For the last fiscal year, advisory fees equaled
0.55% of the Fund's average net assets.

   The Fund also pays for shareholder service agent fees, custodian fees,
legal and audit fees, directors' fees, reports to shareholders and proxy
statements, and all other expenses incurred in the operation of the Fund,
except those assumed by the Investment Adviser. For the last fiscal year, the
Fund's total operating expenses were including investment advisory fees, were
0.69% of average net assets.

Administration Agreement

   Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts
02117 ("Administrator") serves as the administrator of the Fund pursuant to an
Administration Agreement. Under the Administration Agreement, the
Administrator will provide certain administrative services to the Fund,
including: fund accounting; calculation of the net asset value of the Fund;
monitoring the Fund's expense accruals; calculating monthly total return and
yield figures; prospectus and statement of additional information compliance
monitoring; preparing certain financial statements of the Fund, and preparing
the Fund's Form N-SAR. The Administrator receives an administration fee based
on the assets of the Fund and TCW Galileo Funds, Inc., an open-end investment
company managed by the Investment Adviser, as follows: 0.0375% of the first
$750 million in assets; 0.0300% of the next $750 million in assets; and
0.0200% thereafter. The Administrator also receives an accounting fee based on
the assets of the Fund and TCW Galileo Funds, Inc., as follows 0.03% of the
first $1.25 billion in assets; 0.02% of the next $1.75 billion in assets; and
0.01% thereafter.

                                      22
<PAGE>

                       DETERMINATION OF NET ASSET VALUE

   The Fund calculates and makes available for weekly publication the net
asset value of its shares. Net asset value per share is determined by dividing
the value of the Fund's assets (including interest and dividends accrued but
not collected), less its liabilities (including accrued expenses), by the
number of outstanding shares. Each listed security and each security traded on
the National Association of Securities Dealers Automated Quotations National
Market System is valued at the last sale price or the mean of the reported
closing bid and asked prices if there are no sales in the trading period
immediately preceding the time of determination. Other securities which are
traded on the over-the-counter market are valued at the mean of the latest
available bid and asked prices. Securities for which quotations are not
readily available, unregistered securities and other assets are valued at fair
value as determined in good faith by, or under the direction of, the Board of
Directors. Notwithstanding the foregoing, short-term debt securities with
maturities of 60 days or less are valued at amortized cost.

                   DISTRIBUTIONS; DIVIDEND REINVESTMENT PLAN

Distribution Policy

   Since July, 1988, the Fund's policy has been to make quarterly
distributions of $0.21 per share to shareholders of record at the end of each
calendar quarter. This distribution policy requires payments substantially in
excess of the Fund's current net investment income. Only the portion, if any,
of a distribution which equals the Fund's current net investment income should
be considered a dividend. The remainder constitutes a payment out of the
Fund's net realized capital gains for each period to the extent available; any
excess will be from paid-in capital. A notice accompanies each quarterly
distribution to identify the estimated source of the distribution. See
"Taxation" for information concerning the federal income tax treatment of
distributions by the Fund to its shareholders.

   For years in which the Fund distributes amounts in excess of its net
investment income and net realized capital gains, such distributions will
decrease the Fund's total assets and, therefore, have the likely effect of
increasing the Fund's expense ratio. In addition, in order to make such
distributions, the Fund may have to sell a portion of its investment portfolio
at a time when independent investment judgment might not dictate such action.

   After expiration or offset of the Fund's capital loss carryovers, described
under "Taxation," the Fund's distributions for the third and/or fourth
quarters of a calendar year may, but need not, include net long-term capital
gains realized during the year. The Fund may retain for reinvestment and pay
federal income taxes on the excess of its net realized long-term capital gains
over its net realized short-term capital losses, if any, although the Fund
reserves the authority to distribute such excess in any year. The Fund's
distribution policy is subject to change and may be affected by future events,
including changes in tax or legal requirements.

Dividend Reinvestment Plan

   Shareholders of record (other than brokers or nominees of banks and other
financial institutions) are eligible to participate in the Plan, pursuant to
which dividends and any payment out of the Fund's net realized capital gains
for the year and paid-in capital distributed to shareholders will be paid in
or reinvested in additional shares of the Fund (the "Dividend Shares"). The
Bank of New York (the "Agent"), Dividend Reinvestment Department, P.O. Box
1958, Newark, New Jersey 07101-9774 acts as agent for participants under the
Plan.

   A shareholder may join the Plan by signing and returning an authorization
form which may be obtained from the Agent. A shareholder may elect to withdraw
from the Plan at any time by written notice to the Agent and thereby elect to
receive cash in lieu of Dividend Shares. There is no penalty for withdrawal
from the Plan and shareholders who have previously withdrawn from the Plan may
rejoin it at any time. The Federal income tax consequences of participating in
the Plan are described below under "Taxation."

                                      23
<PAGE>

   Commencing not more than five business days before the dividend payment
date, purchases of the Fund's shares may be made by the Agent, on behalf of
the participants in the Plan, from time to time to satisfy dividend
reinvestments under the Plan. Such purchases by the Agent may be made when the
price plus estimated commissions of the Fund's Common Stock on the NYSE is
lower than the Fund's most recently calculated net asset value per share. If
the Agent determines on the dividend payment date that the shares purchased as
of such date are insufficient to satisfy the dividend reinvestment
requirements, the Agent, on behalf of the participants in the Plan, will
obtain the necessary additional shares as follows. To the extent that
outstanding shares are not available at a cost of less than per share net
asset value, the Agent, on behalf of the participants in the Plan, will accept
payment of the dividend, or the remaining portion thereof, in authorized but
unissued shares of the Fund on the dividend payment date. Such shares will be
issued at a per share price equal to the higher of (1) the net asset value per
share on the payment date, or (2) 95% of the closing market price per share on
the payment date. If the closing sale or offer price, plus estimated
commissions, of the Common Stock on the NYSE on the payment date is less than
the Fund's net asset value per share on such day, then the Agent will purchase
additional outstanding shares on the NYSE or elsewhere. There are no brokerage
charges with respect to shares issued directly by the Fund to satisfy the
dividend reinvestment requirements. However, each participant will pay a pro
rata share of brokerage commissions incurred with respect to the Agent's open
market purchases of shares. In each case, the cost per share of shares
purchased for each shareholder's account will be the average cost, including
brokerage commissions, of any shares purchased in the open market plus the
cost of any shares issued by the Fund.

   Shareholders participating in the Plan may receive benefits not available
to shareholders not participating in the Plan. If the market price plus
commissions of the Fund's shares is above the net asset value, participants in
the Plan will receive shares of the Fund at a discount of up to 5% from the
current market value. However, if the market price plus commissions is below
the net asset value, participants will receive distributions in shares at
prices below the net asset value. Also, since the Fund does not redeem its
shares, the price on resale may be more or less than the net asset value.

   In the case of foreign participants whose dividends are subject to United
States income tax withholding and in the case of any participants subject to
31% federal backup withholding, the Agent will reinvest dividends after
deduction of the amount required to be withheld.

   Experience under the Plan may indicate that changes are desirable.
Accordingly, the Fund reserves the right to amend or terminate the Plan. There
is no direct service charge to participants in the Plan; however, the Fund
reserves the right to amend the Plan to include a service charge payable by
the participants.

                                      24
<PAGE>

                                   TAXATION

General

   The Fund has qualified, and intends to qualify, each year as a regulated
investment company under Subchapter M of the Code. In order to qualify as a
regulated investment company for any taxable year, the Fund must (1) derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans and gains from the sale or other disposition of
stock or securities or foreign currencies or other income derived with respect
to its business of investing in such stock, securities or currencies; and (2)
distribute at least 90% of its investment company taxable income (net
investment income and the excess of net short-term capital gain over net long-
term and mid-term capital loss) for the taxable year.

   As a regulated investment company, the Fund is not subject to Federal
income tax on its investment company taxable income and net capital gains (any
net long-term capital gains in excess of the sum of net short-term capital
losses and capital loss carryovers from prior years), if any, that it
distributes to its shareholders. The Fund intends to distribute annually to
its shareholders all of its investment company taxable income and net capital
gains. The Fund is subject to a nondeductible 4% excise tax measured with
respect to certain undistributed amounts of ordinary income and capital gain
net income. The Fund intends to distribute sufficient amounts to avoid
liability for the excise tax.

   Distributions of investment company taxable income generally are taxable to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are invested in additional shares of the Fund's stock.

   A capital gain distribution, whether paid in cash or reinvested in shares,
is taxable to shareholders as long-term or mid-term capital gain, regardless
of the length of time a shareholder has held his shares or whether such gain
was realized by the Fund before the shareholder acquired such shares and was
reflected in the price paid for the shares. In the event a distribution
constitutes a return of capital, a shareholder reduces the tax cost basis for
his stock by the amount of the nontaxable distribution. If such distribution
exceeds the shareholder's tax cost basis, the excess is treated as a capital
gain.

   The Fund sends written statements and notices to shareholders regarding the
tax status of all dividends and distributions made during each calendar year.

   Shareholders who reinvest either distributions of investment company
taxable income or capital gain distributions in additional shares of the
Fund's stock are treated as receiving distributions of an amount equal to the
fair market value, determined as of the payment date, of the shares received
if the shares are purchased from the Fund. Such value may exceed the amount of
the cash distribution that would have been paid. If outstanding shares are
purchased in the open market, the taxable distribution equals the cash
distribution that would have been paid. In either event, the cost basis in the
shares received equals the amount recognized as a taxable distribution.

   A portion of the distributions of investment company taxable income paid by
the Fund is eligible for the 70% dividends received deduction allowed to
certain corporations. The eligible portion generally equals the proportion
that dividends from U.S. corporations bear to the Fund's gross income,
provided that the Fund designates such proportion as being eligible for the
deduction in the statement provided annually to shareholders. However, a
dividend received by the Fund is not treated as an "eligible dividend" if (1)
it has been received with respect to any share of stock that the Fund has held
for 45 days (90 days in the case of certain preferred stock) or less
(excluding any day more than 45 days (or 90 days in the case of certain
preferred stock) after the date on which the stock becomes ex-dividend); or
(2) to the extent that the Fund is under an obligation (pursuant to a short
sale or otherwise) to make related payments with respect to positions in
substantially similar or related property. The dividends received deduction is
not available for capital gain dividends. The Fund sends written notice to
shareholders regarding the tax status of all distributions made during each
calendar year.

                                      25
<PAGE>

Disqualification as a Regulated Investment Company

   If for any taxable year the Fund does not qualify as a regulated investment
company, all of its taxable income will be subject to tax at regular corporate
rates without any deduction for distributions to shareholders, and such
distributions will be taxable as ordinary dividends to the extent of the
Fund's current and accumulated earnings and profits.

Backup Withholding

   The Fund generally will be required to withhold tax at the rate of 31% with
respect to distributions of investment company taxable income and capital gain
distributions payable to a non corporate shareholder if the shareholder fails
to provide a correct taxpayer identification number or is otherwise subject to
backup withholding.

Foreign Withholding Taxes

   To the extent that the Fund invests in Eurodollar convertible securities,
dividends and interest received by the Fund on such securities may be subject
to foreign withholding taxes. The Fund will be entitled to claim a deduction
for such foreign withholding taxes for U.S. Federal income tax purposes.
However, any such taxes will reduce the income available for distribution to
the Fund's shareholders.

Other Taxation

   Distributions to shareholders who are nonresident aliens may be subject to
a 30% United States withholding tax under provisions of the Code applicable to
foreign individuals and entities unless a reduced rate of withholding or a
withholding exemption is provided under applicable treaty law. Nonresident
shareholders are urged to consult their own tax advisers concerning the
applicability of the United States withholding tax.

   The foregoing is only a brief summary of the Federal tax laws applicable to
investors in the Fund. Investors may also be subject to state and local taxes.
Investors should consult their own tax advisers regarding specific questions
as to Federal, state or local taxes.

                                      26
<PAGE>

        CUSTODIAN, TRANSFER AGENT, DIVIDEND-PAYING AGENT AND REGISTRAR

   The custodian of the assets of the Fund is Investors Bank & Trust Company,
200 Clarendon Street, Boston, Massachusetts 02117.

   The transfer agent, dividend disbursing agent and registrar for the Fund's
shares is The Bank of New York, 101 Barclay Street, New York, New York 10286.

                                   AUDITORS

   Deloitte & Touche LLP, 350 South Grand Avenue, Los Angeles, California
90071.

                                 LEGAL MATTERS

   Counsel to the Fund is O'Melveny & Myers, LLP, 400 South Hope Street, Los
Angeles, California 90071.

                            REPORTS TO SHAREHOLDERS

   The Fund sends unaudited semi-annual and audited annual reports to its
stockholders, including a list of investments held.

                              FURTHER INFORMATION

   This Prospectus does not contain all of the information included in the
Registration Statement filed with the Securities and Exchange Commission under
the Securities Act and the Act, with respect to the Fund's Shares offered
hereby, certain portions of which have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The Registration
Statement, including exhibits filed therewith, may be examined at the office
of the Securities and Exchange Commission in Washington, D.C.

   Statements contained in this Prospectus as to the contents of any contract
or other document referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, of which this Prospectus
forms a part, each such statement being qualified in all respects by such
reference.

                                      27
<PAGE>

                            DESCRIPTION OF RATINGS

                                  APPENDIX A

   Description of Standard & Poor's Corporation ("S&P") and Moody's Investors
Service, Inc. ("Moody's") senior securities ratings.

Moody's:

   Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

   Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risk appear somewhat larger than in the Aaa
securities.

   A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future.

   Baa--Bonds which are rated Baa are considered as medium grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

   Fixed income securities which are rated Aaa, Aa, A and Baa are considered
investment grade.

   Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

   B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

   Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

   Ca--Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

   C--Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

   Note: Moody's applies numerical modifiers, 1, 2, and 3 in each generic
rating classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

                                      A-1
<PAGE>

S&P:

   AAA--Debt rated AAA has the higher rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

   AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

   A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

   BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

   Fixed income securities rated AAA, AA, A and BBB are considered investment
grade.

   BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB-rating.

   B--Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest any repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB-rating.

   CCC--Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic conditions to
meet timely payment of interest repayment of principal. In the event of
adverse business financial, or economic conditions, it is not likely to have
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or
implied B or B-rating.

   CC--The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.

   C--The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.

   CI--The rating CI is reserved for income bonds on which no interest is
being paid.

   D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

   Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

                                      A-2
<PAGE>

Preferred Stock Ratings:

   Both Moody's and S&P use the same designations for corporate bonds as they
do for preferred stock except in the case of Moody's preferred stock ratings
the initial letter rating is not capitalized. While the descriptions are
tailored for preferred stocks the relative quality distinctions are comparable
to those described above for corporate bonds.

   No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the Offer
made by this Prospectus, and, if given or made, such information must not be
relied upon as having been authorized by the Fund or the Investment Adviser.
This Prospectus does not constitute an offering by the Fund in any
jurisdiction in which such offering may not lawfully be made.

                                      A-3
<PAGE>

                               TABLE OF CONTENTS

                      STATEMENT OF ADDITIONAL INFORMATION

                                   APPENDIX B

<TABLE>
<S>                                                                         <C>
Investment Policies........................................................  B-2

  Options..................................................................  B-3

  Short Sales Against the Box..............................................  B-3

  When-Issued and Delayed Delivery Securities and Forward Commitments......  B-3

  Repurchase Agreements....................................................  B-4

  Stock Index Futures......................................................  B-4

Investment Restrictions....................................................  B-6

Management of the Fund.....................................................  B-7

  Directors and Officers...................................................  B-7

Investment Advisory and Other Services..................................... B-11

  Investment Adviser....................................................... B-11

  Investment Advisory Management Agreement................................. B-11

  Fees and Expenses........................................................ B-12

Portfolio Transactions and Brokerage....................................... B-13

  General.................................................................. B-13

  Portfolio Turnover....................................................... B-14

Taxation................................................................... B-14

Principal Shareholders of the Fund......................................... B-15

Code of Ethics............................................................. B-15

Independent Auditors....................................................... B-16

Custodian.................................................................. B-16

Financial Statements....................................................... B-16
</TABLE>
<PAGE>

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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Fee Table .................................................................   2
Prospectus Summary.........................................................   3
Financial Highlights.......................................................   7
The Offer..................................................................   8
Special Considerations and Risk Factors....................................  14
Use of Proceeds............................................................  15
Description of Common Stock................................................  15
Investment Objective and Policies..........................................  17
Investment Practices.......................................................  21
Management of the Fund.....................................................  22
Determination of Net Asset Value...........................................  23
Distributions; Dividend Reinvestment Plan..................................  23
Taxation...................................................................  25
Custodian, Transfer Agent, Dividend-Paying Agent and Registrar.............  27
Auditors...................................................................  27
Legal Matters..............................................................  27
Reports to Shareholders....................................................  27
Further Information........................................................  27
Appendix A................................................................. A-1
Appendix B................................................................. B-1
</TABLE>

                             10,497,839 Shares of
                          Common Stock Issuable Upon
                        Exercise of Rights to Subscribe
                        For Such Shares of Common Stock



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


                                TCW Convertible
                             Securities Fund, Inc.


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

                                  PROSPECTUS
                                 June   , 2001

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

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

                  PART B - STATEMENT OF ADDITIONAL INFORMATION
                     TCW CONVERTIBLE SECURITIES FUND, INC.
                                 June __, 2001

This Statement of Additional Information is not a Prospectus but contains
information in addition to that set forth in the Prospectus dated June __, 2001
and should be read in conjunction with the Prospectus.  A Prospectus may be
obtained without charge by calling (800) 386-3829 or writing the Fund at 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017.

<TABLE>
<S>                                                                           <C>
Investment Policies                                                           B-2
     Options...............................................................   B-3
     Short Sales Against the Box...........................................   B-3
     When-Issued and Delayed Delivery Securities and Forward Commitments...   B-3
     Repurchase Agreements.................................................   B-4
     Stock Index Futures...................................................   B-4
Investment Restrictions....................................................   B-6
Management of the Fund.....................................................   B-7
     Directors and Officers................................................   B-7
Investment Advisory and Other Services.....................................   B-11
     Investment Adviser....................................................   B-11
     Investment Advisory Management Agreement..............................   B-11
     Fees and Expenses.....................................................   B-12
Portfolio Transactions and Brokerage.......................................   B-13
     General...............................................................   B-13
     Portfolio Turnover....................................................   B-14
Taxation...................................................................   B-14
Principal Shareholders of the Fund.........................................   B-15
Code of Ethics.............................................................   B-15
Independent Auditors.......................................................   B-16
Custodian..................................................................   B-16
Financial Statements.......................................................   B-16
</TABLE>

                                      B-1
<PAGE>

                              INVESTMENT POLICIES

     The following supplements information set forth in the Prospectus.  Readers
must also refer to the Prospectus.

Options

  The Fund may from time to time, and to the extent described below, (1) write
(sell) covered call options on common stocks that it owns or has an immediate
right to acquire through conversion or exchange of other securities; or (2)
purchase put options on such common stocks. The Fund may also enter transactions
with respect to such options. All options written or purchased by the Fund must
be listed on a national securities exchange. The requirements for qualification
as a "regulated investment company" may limit the degree to which the Fund may
utilize option strategies.

  Many currently traded convertible securities are convertible into common
stocks against which listed call options may be written. A call option gives the
purchaser the right to buy, and the writer has the obligation to sell, the
underlying security at the option exercise price during the option period. The
Fund may only write "covered" call options, that is, options on common stock
that it holds in its portfolio or that it has an immediate right to acquire
through conversion or exchange of securities held in its portfolio. The Fund may
write call options on up to 5% of its total assets, taken at market value,
determined as of the date the options are written.

  The Fund will write covered call options in order to receive premiums which it
is paid for writing options. Such premiums represent a gain to the Fund if the
option expires unexercised. Such gain may offset possible declines in the market
values of the common stocks or convertible securities held in its portfolio. If,
for example, the market price of a common stock underlying a convertible
security held by the Fund declines and the convertible security also declines in
value, such decline will be offset in part (or wholly) by the receipt of the
premium for writing the call options on such stock. However, if the market price
of the underlying common stock increases and the convertible security held by
the Fund also increases in value, such increase may be offset in part (or
wholly) by a loss resulting from the need to buy back at higher prices the
covered call options written by the Fund or through the lost opportunity for any
participation in the capital appreciation of the underlying security above the
exercise price.

  In addition to writing covered call options, the Fund may invest up to 2% of
its total assets, taken at market value, determined as of the date the options
are written, in the purchase of put options on common stock that it owns or may
acquire through the conversion or exchange of other securities that it owns. A
put option gives the holder the right to sell the underlying security at the
option exercise price at any time during the option period. Any losses realized
by the Fund in connection with its purchase of put options will be limited to
the premiums paid by the Fund for the purchase of such options plus any
transaction costs.

  The Fund intends to purchase put options on particular securities in order to
protect against a decline in the market value of the underlying security below
the exercise price less the premium paid for the option. The authority to
purchase put options will allow the Fund to protect the unrealized gain in an
appreciated security in its portfolio without actually selling the security. In
addition, the Fund will continue to receive interest or dividend income on the
security. The Fund may sell a put option which it has previously

                                      B-2
<PAGE>

purchased prior to the sale of the securities underlying such option. Such sales
will result in a net gain or loss depending on whether the amount received on
the sale is more or less than the premium and other transaction costs paid for
the put option that is sold. Such gain or loss may be wholly or partially offset
by a change in the value of the underlying security which the Fund owns or has
the right to acquire.

Short Sales Against the Box

  The Fund may from time to time make short sales of securities it owns or has
the right to acquire through conversion or exchange of other securities it owns.
A short sale is "against the box" to the extent that the Fund contemporaneously
owns or has the right to obtain at no added cost securities identical to those
sold short. In a short sale, the Fund does not immediately deliver the
securities sold and does not receive the proceeds from the sale. The Fund is
said to have a short position in the securities sold until it delivers the
securities sold, at which time it receives the proceeds of the sale. The Fund
may not make short sales or maintain a short position if to do so would cause
more than 25% of the Fund's total assets, taken at market value, to be held as
collateral for such sales.

  To secure its obligation to deliver the securities sold short, the Fund will
deposit in escrow in a separate account with its custodian an equal amount of
the securities sold short or securities convertible into or exchangeable for
such securities. The Fund may close out a short position by purchasing and
delivering an equal amount of the securities sold short, rather than by
delivering securities already held by the Fund, because the Fund may want to
continue to receive interest and dividend payments on securities in its
portfolio that are convertible into the securities sold short.

  The Fund may make a short sale in order to hedge against market risks when the
Investment Adviser believes that the price of a security may decline, causing a
decline in the value of a security owned by the Fund or a security convertible
into or exchangeable for such security, or when the Fund does not want to sell
the security it owns. In such case, any future losses in the Fund's long
position should be reduced by a gain in the short position. Conversely, any gain
in the long position should be reduced by a loss in the short position. The
extent to which such gains or losses are reduced will depend upon the amount of
the security sold short relative to the amount the Fund owns, either directly or
indirectly, and, in the case where the Fund owns convertible securities, changes
in the investment values or conversion premiums. Additionally, the Fund may use
short sales when it is determined that a convertible security can be bought at a
small conversion premium and has a yield advantage relative to the underlying
common stock sold short. The potential risk in this strategy is the possible
loss of any premium over conversion value in the convertible security at the
time of purchase. The purpose of this strategy is to produce income from the
yield advantage and to provide the potential for a gain should the conversion
premium increase.

When-Issued and Delayed Delivery Securities and Forward Commitments

  From time to time, in the ordinary course of business, the Fund may purchase
securities on a when-issued or delayed delivery basis and may purchase or sell
securities on a forward commitment basis.  When such transactions are
negotiated, the price is fixed at the time of the commitment, but delivery and
payment can take place a month or more after the date of the commitment.  The
securities so purchased or sold are subject to market fluctuation, and no
interest or dividend accrue to the purchaser prior to the settlement date.
While the Fund will only purchase securities on a when-issued, delayed delivery
or forward commitment basis with the intention of acquiring the securities, the
Fund may sell the securities before the settlement date, if it is deemed
advisable.  At the time the Fund makes the commitment to

                                      B-3
<PAGE>

purchase or sell securities on a when-issued, delayed delivery or forward
commitment basis, the Fund will record the transaction and thereafter reflect
the value, each day, or such security purchased or, if a sale, the proceeds to
be received, in determining its net asset value. At the time of delivery of the
securities, the value may be more or less than the purchase or sale price. An
increase in the percentage of the Fund's assets committed to the purchase of
securities on a when-issued or delayed delivery basis may increase the
volatility of the Fund's net asset value. The Investment Adviser does not
believe the Fund's net asset value or income will be adversely affected by its
purchase of securities on such a basis.

Repurchase Agreements

  The Fund may enter into repurchase agreements with financial institutions such
as banks, savings and loan associations or broker-dealers. In a repurchase
agreement the Fund purchases a security and simultaneously agrees to resell it
to the seller at an agreed upon future date. The resale price is greater than
the purchase price, reflecting an agreed upon market rate of return which is
effective for the period of time the Fund's money is invested in the repurchase
agreement and which is not related to the coupon rate on the purchased security.
Such agreements permit the Fund to earn interest on temporarily available cash.
The Fund requires the seller to maintain the value of the securities, marked to
market daily, at not less than the repurchase price. If the seller defaults on
its repurchase obligation, the Fund could suffer delays, collection expenses and
losses to the extent that the proceeds from the sale of the collateral are less
than the repurchase price. The Fund will not invest more than 5% of its total
assets, taken at market value, in repurchase agreements maturing in more than
seven days.

Stock Index Futures

  The Fund may purchase stock index futures contracts ("futures") in
anticipatory hedge transactions to reduce the risk of not participating in the
stock market when the Fund is less than fully invested. Such purchases will be
made when the Investment Adviser anticipates that the purchase of stock index
futures with a portion of its assets is desirable as a temporary substitute for
being fully invested in convertible securities. The Fund will not engage in
futures transactions for purposes of speculation. Thus, the Fund will not
purchase stock index futures contracts with aggregate settlement prices in
excess of the value of the cash, U.S. Government securities and other liquid
portfolio securities held by the Fund.

  A stock index assigns relative value to the common stocks included in the
index (for example, the Standard & Poor's 500 Composite Stock Price Index), and
the stock index fluctuates with changes in the market value of such stocks. When
the Fund buys a future, it agrees to pay or receive an amount of cash equal to a
specified dollar amount times the difference between the stock index value at
the close of the last trading date of the future and the price at which the
future is purchased. No physical delivery of the stocks included in the index
underlying the future is made. As it purchases convertible securities, the Fund
may close out a future before its settlement date by effecting an offsetting
transaction. A futures purchase is closed out by effecting a sale of a futures
contract of the same type with the same settlement date. If the offsetting sales
price exceeds the purchase price, the Fund realizes a gain, whereas if the
purchase price exceeds the offsetting sale price, the Fund realizes a loss.

  In purchasing stock index futures contracts the Fund will comply with rules
and interpretations of the Commodity Futures Trading Commission ("CFTC"), under
which the Fund is excluded from regulation as a "commodity pool operator." CFTC
regulations allow unlimited use of futures for "bona fide hedging" purposes, as
defined in CFTC regulations, and limit the aggregate initial margin on non-
hedging futures to

                                      B-4
<PAGE>

5% of the fair market value of the Fund's total assets. The extent to which the
Fund may engage in futures transactions may also be limited by the requirements
of the Internal Revenue Code of 1986, as amended (the "Code") for qualification
as a regulated investment company.

  The risk of loss in trading futures contracts in speculative strategies can be
substantial. Because the futures portfolio strategies of the Fund are engaged in
only for hedging purposes, however, TCW Investment Management Company (the
"Investment Adviser") does not believe that the Fund is subject to the same
degree of risk sometimes associated with futures transactions. Nevertheless,
utilization of futures transactions by the Fund does involve certain risk.

  There can be no assurance that hedging transactions will be successful, as
they will depend upon the Investment Adviser's ability to predict changes in
general stock market conditions and the future direction of stock prices and
interest rates. There is imperfect correlation (or no correlation) between the
price movements of the futures contracts and price movements of the convertible
securities that the Fund intends to purchase. To compensate for the imperfect
correlation of movements of prices of a stock index future and the convertible
securities being hedged, the Fund will purchase stock index futures contracts in
a lesser dollar amount than the dollar amount of the convertible securities that
the Fund intends to purchase because the historical volatility of the price of
convertible securities is less than the historical volatility of the stock
index. Nevertheless, the price of the stock index future may move less than the
price of the convertible securities that are subject to the anticipatory hedge
resulting in the hedge not being fully effective or the value of futures
contracts may decline while the value of the convertible securities that the
Fund intends to purchase may increase. The latter situation may occur if both
stock market prices and interest rates decline during the period the Fund owns
stock index futures.  The price of stock index futures may not correlate
perfectly with movement in the stock index, due to certain market distortions.
This might result from decisions by a significant number of market participants
holding stock index futures positions to close out their futures contracts
through offsetting transactions rather than to make additional margin deposits.
Also, increased participation by speculators in the futures market may cause
temporary price distortions. Due to the possibility of such price distortion in
the futures markets and because of the imperfect correlation between movements
in the stock index futures and the stock index, a correct forecast of general
market trends by the Investment Adviser may not result in a fully successful
hedging transaction over a short time frame. Thus if the Investment Adviser's
predictions are incorrect, the Fund would have been better off if no hedge had
been made. Hedging transactions through the use of stock index futures requires
skills different from those needed to select portfolio securities. The Fund has
not invested in stock index futures during the past five years.

  Futures positions may be closed out only on an exchange or board of trade
which provides a market for such futures. Although the Fund intends to purchase
futures which have an active market, there is no assurance that a liquid market
will exist for any particular contract or at any particular time. Thus, it may
not be possible to close a futures position in anticipation of adverse price
movements.

  The settlement procedure in connection with the Fund's entry into a futures
transaction requires the deposit of cash or U.S. Government securities,
constituting initial margin, in a special segregated account with the Fund's
Custodian in the name and for the benefit of the Fund's futures commission
merchant ("FCM"). Subsequent payments, called maintenance margin, are made to
and from the FCM (a process known as "marking to market") on a daily basis as
the value of the long and short positions in the futures contract fluctuates.
U.S. Government securities are obligations issued or guaranteed as to principal
and interest by the United States or its agencies (such as the Federal Housing
Administration or Government

                                      B-5
<PAGE>

National Mortgage Association or its instrumentalities (such as the Federal Home
Loan Bank), including Treasury bills, notes and bonds.

  The Fund, on a daily basis, will monitor amounts of maintenance margin due to
it and will promptly demand payment and transfer those amounts from its FCM to
its custodian (for the general or segregated custodial account, as appropriate).

  Initial margin held by the custodian will continue to be regarded as the
Fund's assets, unless and until such amounts are owed to such FCM. In the event
of insolvency of an FCM, amounts held by the custodian in the segregated account
for the benefit of the FCM and by the FCM for the benefit of the Fund may become
subject to Federal bankruptcy laws and bankruptcy regulations of the CFTC, which
provide for pro rata distribution to customers of the FCM of all customer
property.

Investment Restrictions

  The following restrictions are fundamental policies which may not be changed
without the approval of the holders of a majority of the Fund's outstanding
voting securities. The investment percentage limitations set forth below and
other percentage limitations set forth in the Prospectus apply at the time of
initial purchase or investment.  Subsequent changes in relative size of a
portfolio position due to market fluctuations or other changes in total or net
assets, including market fluctuations occurring during the execution of a
purchase or sale order for the Fund, do not require elimination of any security
from the Fund's investment portfolio.

 The Fund will not:

  1. Purchase the securities of any issuer (other than U.S. Government
securities), if immediately thereafter the Fund with respect to 75% of its total
assets would (a) have more than 5% of its total assets invested in the
securities of such issuer, or (b) own more than 10% of the outstanding voting
securities of such issuer.

  2. Invest 25% or more of its total assets in securities of issuers conducting
their principal business activities in the same industry; provided that there is
no limitation with respect to investments in U.S. Government securities.

  3. Make loans of money to other persons (except the Fund may invest in
repurchase agreements and in unregistered convertible securities as provided in
(11) below); provided that for purposes of this restriction the acquisition of a
portion of an issue of publicly distributed convertible securities and other
debt securities and investment in U.S. Government securities, short-term
commercial paper, certificates of deposit, and bankers' acceptances shall not be
deemed to be the making of a loan; and provided further that the Fund may lend
portfolio securities representing up to 25% of its total assets, taken at market
value, to securities firms and financial institutions if it receives collateral
in cash or U.S. Government securities required to be maintained at all times in
an amount equal to at least 100% of the current market value of the loaned
securities.

  4. Engage in underwriting of securities of other issuers, except that
portfolio securities, including unregistered securities, may be acquired under
circumstances where, if sold, the Fund might be deemed to be an underwriter
under the Securities Act of 1933.

                                      B-6
<PAGE>

  5. Borrow money or issue senior securities (as defined in the Investment
Company Act of 1940), except that the Fund may borrow in amounts not exceeding
5% of the value of its total assets (not including the amount borrowed) for
temporary or emergency purposes or for the purpose of financing repurchase of
its shares. For the purpose of this investment restriction, collateral or escrow
arrangements with respect to margin for futures contracts are not deemed to be a
pledge of assets and neither such arrangements nor the purchase of futures
contracts are deemed to be the issuance of a senior security.

  6. Purchase or sell commodities or commodity contracts, including futures
contracts or options on futures contracts in a contract market or other futures
market, except that the Fund may purchase stock index futures contracts as
described under "Investment Objective and Policies- Stock Index Futures."

  7. Purchase or sell real estate or real estate mortgage loans; provided that
the Fund may invest in securities secured by real estate or interests therein or
issued by companies that invest in real estate or interests therein.

  8. Purchase securities on margin, except for short-term credits as may be
necessary for the clearance of transactions.

  9. Make short sales of securities or maintain a short position except as
described under "Investment Objective and Policies--Short Sales Against the
Box."

  10. Purchase or sell (write) call options except as described under
"Investment Objective and Policies--Options."

  11. Invest more than 15% of its total assets taken at market value, in
unregistered convertible securities, including any unregistered common stock
acquired upon conversion or exchange of unregistered convertible securities,
excluding, however, restricted securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933 which the Board of Directors, or the
Fund's Investment Adviser has determined under Board-approved guidelines, are
liquid.

For purposes of applying the terms of investment restriction number 2, the
Investment Adviser will make reasonable determinations as to the appropriate
industry classification to assign to each issuer of securities in which the Fund
invests.  As a general matter, an "industry" is considered to be a group of
companies whose principal activities, products or services offered give them a
similar economic risk profile vis a vis issuers active in other sectors of the
economy.  The definition of what constitutes a particular "industry" is
therefore an evolving one, particularly for issuers in industries that are new
or are undergoing rapid development.  Some issuers could reasonably fall within
more than one industry category.  The Investment Adviser will use its best
efforts to assign each issuer to the category which it believes is most
appropriate.

                             MANAGEMENT OF THE FUND
Directors and Officers

  A board of eight directors is responsible for overseeing the Fund's affairs.
The Fund has an executive committee, consisting of Ernest O. Ellison, Chairman,
Norman Barker, Jr. and Coleman W. Morton, which may act for the Board of
Directors between meetings, except where Board action is required by

                                      B-7
<PAGE>

law. The directors and officers of the Fund, their business addresses and their
principal occupations for the last five years are set forth below.

<TABLE>
<CAPTION>
                                                                                Principal Occupation During
         Name and Address                            Office                              Past 5 Years
- -----------------------------------   ------------------------------------   ------------------------------------
<S>                                   <C>                                    <C>
Earnest O. Ellison* (70)                     President and Director          Vice Chairman of the Board and
865 S. Figueroa St.                                                          Chairman of the Investment Policy
Los Angeles, CA  90017                                                       Committee of the Investment
                                                                             Adviser, TCW Asset Management
                                                                             Company and Trust Company of the
                                                                             West; Vice Chairman, The TCW Group,
                                                                             Inc.

John C. Argue (69)                                  Director                 Former Senior Partner and of
444 South Flower Street                                                      Counsel, Argue Pearson Harbison &
Suite 1450                                                                   Myers (law firm); Director, Apex
Los Angeles, CA.  90071                                                      Mortgage Capital, Inc. (real estate
                                                                             investment trust), Avery Dennison
                                                                             Corporation (manufacturer of
                                                                             self-adhesive products and office
                                                                             supplies), Nationwide Health
                                                                             Properties, Inc. (real estate
                                                                             investment trust) and TCW Galileo
                                                                             Funds, Inc.  He is Chairman of the
                                                                             Rose Hills Foundation, the Amateur
                                                                             Athletic Foundation and the
                                                                             University of Southern California
                                                                             Board of Trustees.

Norman Barker, Jr. (78)                             Director                 Former Chairman of the Board, First
9611 Wilshire Blvd.                                                          Interstate Bank of California and
Beverly Hills, CA.  90017                                                    Former Vice Chairman of the Board,
                                                                             First Interstate Bancorp; Director,
                                                                             Bank Plus Corp. ICN
                                                                             Pharmaceuticals, Inc., and TCW
                                                                             Galileo Funds, Inc.

Richard W. Call (76)                                Director                 Former President, The Seaver
c/o Mayer Brown & Platt                                                      Institute (a private foundation);
Counsel to the Independent                                                   Director, TCW Galileo Funds, Inc.
Directors                                                                    and The Seaver Institute.
1675 Broadway
New York, New York  10019
</TABLE>

                                      B-8
<PAGE>

<TABLE>
<CAPTION>
                                                                                Principal Occupation During
         Name and Address                            Office                              Past 5 Years
- -----------------------------------   ------------------------------------   ------------------------------------
<S>                                   <C>                                    <C>
Coleman W. Morton (81)                              Director                 Private investor; formerly Member
c/o Mayer Brown & Platt                                                      of the Advisory Board and President
Counsel to the Independent                                                   and Director, The Investment
Directors                                                                    Company of America
1675 Broadway
New York, New York  10019

Charles A. Parker (66)                              Director                 Formerly, Director and Executive
c/o Mayer Brown & Platt                                                      Vice President, The Continental
Counsel to the Independent                                                   Corporation; formerly Chairman and
 Directors                                                                   Chief Executive Officer,
1675 Broadway                                                                Continental Asset Management
New York, New York  10019                                                    Corporation; Director, Horace Mann
                                                                             Educators Corp; Trustee, the
                                                                             Burridge Center for Research in
                                                                             Security Prices (University of
                                                                             Colorado)

Lawrence J. Sheehan* (68)                           Director                 Of Counsel to, and Partner (1968 to
1999 Avenue of the Stars                                                     1994) of the law firm of O'Melveny
Suite 700                                                                    & Myers, LLP, legal counsel to the
Los Angeles, CA.  90017                                                      Fund and the Investment Adviser,
                                                                             Director, Source Capital, Inc. FPA
                                                                             Capital Fund, Inc., FPA New Income
                                                                             Fund, Inc. and FPA Perennial Fund,
                                                                             Inc.

Robert G. Sims* (69)                                Director                 Private Investor, Director, The TCW
865 S. Figueroa St.                                                          Group, Inc.
Los Angeles, CA  90017
</TABLE>

*   Directors who are or may be deemed to be "interested persons" of the Fund as
    defined in the Investment Company Act of 1940. Mr. Ellison is an officer of
    the Fund and a shareholder and director of The TCW Group, Inc., the parent
    corporation of the Investment Adviser. Mr. Sims is a director of the Fund
    and is a shareholder of and has served as a director of the parent
    corporation during the past two years. Mr. Sheehan is Of Counsel to, and a
    former partner of, legal counsel to the Fund and the Investment Adviser.

  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.  The Independent Directors receive no pension or
retirement benefits.

<TABLE>
<CAPTION>
                                   Aggregate Compensation
Name of Independent Directors         From the Fund
- --------------------------------   ----------------------
<S>                                <C>
     John C. Argue..............         $12,000
     Norman Barker, Jr..........          12,750
     Richard W. Call............          11,250
     Coleman W. Morton..........          10,500
     Charles A. Parker..........          10,500
</TABLE>

                                      B-9
<PAGE>

  The following table illustrates the compensation paid to the Fund's
Independent Directors for the calendar year ended December 31, 2000 by the TCW
Galileo Funds, Inc. in the case of Messrs. Argue, Barker and Call, as well as
from the Fund.  The TCW Galileo Funds, Inc. are included solely because the
Fund's Investment Adviser also serves as their adviser.

<TABLE>
<CAPTION>
                                                           Total Cash
                                                           Compensation
                                                            from the
                                     For Service as        TCW Galileo
                                  Director and Committee    Funds, Inc.
Name of Independent Director         Member of the Fund    and the Fund
- -------------------------------   ----------------------   -------------
<S>                               <C>                      <C>
John C. Argue..................           $12,000              $50,000
Norman Barker, Jr..............            12,750               50,750
Richard W. Call................            11,250               48,750
</TABLE>

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 such officers own common
stock of The TCW Group, Inc. the parent corporation of the Investment Adviser.

<TABLE>
<CAPTION>
                                                                                          Principal Occupation During
                  Name                                      Office                                   Past 5 Years
- -----------------------------------------   ---------------------------------------   ------------------------------------------
<S>                                         <C>                                       <C>
Alvin R. Albe, Jr. (47)                              Senior Vice President            President and Director of the Investment
                                                                                      Adviser; Executive Vice President and
                                                                                      Director of TCW Asset Management Company
                                                                                      and Trust Company of the West; Executive
                                                                                      Vice President, The TCW Group, Inc.; and
                                                                                      President and Director, TCW Galileo
                                                                                      Funds, Inc.

Thomas E. Larkin, Jr. (61)                           Senior Vice President            Vice Chairman, the Investment Adviser,
                                                                                      TCW Asset Management Company; Trust
                                                                                      Company of the West and the TCW Group,
                                                                                      Inc.; Director, TCW Galileo Funds, Inc.,
                                                                                      Member of the Board of Trustees of the
                                                                                      University of Notre Dame; Director of
                                                                                      Orthopedic Hospital of Los Angeles

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

Thomas D. Lyon (41)                                  Senior Vice President            Managing Director, the Investment
                                                                                      Adviser, TCW Asset Management Company and
                                                                                      Trust Company of the West.  Portfolio
                                                                                      Manager, Transamerica Investment Services
                                                                                      prior to October, 1997.
</TABLE>

                                      B-10
<PAGE>

<TABLE>
<CAPTION>
                                                                                          Principal Occupation During
                  Name                                      Office                                   Past 5 Years
- -----------------------------------------   ---------------------------------------   ------------------------------------------
<S>                                         <C>                                       <C>
Michael E. Cahill (50)                      General Counsel and Assistant Secretary   Managing Director, General Counsel and
                                                                                      Secretary, the Investment Adviser, TCW
                                                                                      Asset Management Company, Trust Company
                                                                                      of the West and the TCW Group, Inc.

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

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

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

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

                     INVESTMENT ADVISORY AND OTHER SERVICES

Investment Adviser

  TCW Investment Management Company, 865 South Figueroa Street, Los Angeles,
California 90017 was organized in 1987 as a wholly-owned subsidiary of The TCW
Group, Inc.

Investment Advisory and Management Agreement

  The Fund and the Investment Adviser have entered into an Amended and Restated
Investment Advisory and Management Agreement (the "Advisory Agreement"). The
Fund has retained the Investment Adviser to manage the investment of the Fund's
assets, to place orders for the purchase and sale of the Funds portfolio
securities and to administer day-to-day operations, subject to control by the
Board of Directors of the Fund. The Investment Adviser is responsible for
obtaining and evaluating economic, statistical, and financial data and for
formulating and implementing investment programs in furtherance of the Fund's
investment objective and policies.

                                      B-11
<PAGE>

    The Investment Adviser furnishes 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 service necessary for managing the
affairs and investments and keeping the general accounts and records of the Fund
(exclusive of the necessary records of any transfer agent, registrar, custodian,
administrator or accounting, dividend disbursing or reinvesting agent) and
arranges for officers or employees of Investment Adviser to serve, without
compensation from the Fund, as officers, directors or employees of the Fund if
desired and reasonably required by the Fund.

  The Advisory Agreement may be continued from year to year if such continuance
is specifically approved at least annually by (1) the Board of Directors of the
Fund or by the vote of a majority of the outstanding voting securities of the
Fund, and (2) the vote of a majority of the directors who are not "interested
persons of the Fund or the Investment Adviser, cast in person at a meeting
called for the purpose of voting on such approval. The Advisory Agreement may be
terminated without penalty at any time on 60 days' written notice, by vote of a
majority of the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, or on 90 days' written notice by the
Investment Adviser. The Advisory Agreement terminates automatically in the event
of assignment.

Fees and Expenses

  As compensation for services rendered, facilities provided and expenses borne,
the Investment Adviser is paid a monthly fee computed at an annual rate of 0.75%
of the first $100,000,000 of the Fund's average net assets and .50% of the
Fund's average net assets in excess of $100,000,000. Average net assets are
determined by taking the average of the weekly determinations of net asset value
for each week which ends during the month.  For the fiscal years ended December
31, 1998, 1999 and 2000, the Investment Adviser received advisory fees of
$2,126,460, $2,380,623 and $2,797,585, respectively.

  Except for expenses specifically assumed by the Investment Adviser under the
Advisory Agreement, the Fund bears all expenses incurred in its operations. Such
Fund expenses include the fee of the Investment Adviser; compensation and
expenses of directors of the Fund who are not affiliated persons of the
Investment Adviser as defined in the Investment Company Act of 1940;
registration, filing and other fees in connection with filings with regulatory
authorities; fees and expenses of listing and maintaining the listing of the
Fund's shares on any national securities exchange; fees and expenses of
independent auditors; the expenses of printing and mailing proxy statements and
shareholder reports; administrator, accounting agent, sub-accounting agent,
custodian and transfer and dividend disbursing agent charges and expenses;
brokerage commissions and securities transaction costs incurred by the Fund;
taxes and corporate fees; legal fees incurred in connection with the affairs of
the Fund; the fees of any trade association of which the Fund is a member; the
cost of stock certificates representing shares of the Fund; the organizational
and offering expenses of the Fund, whether or not advanced by the Investment
Adviser; expenses of shareholder and director meetings; premiums for the
fidelity bond and any errors and omissions insurance maintained by the Fund;
interest and taxes; and any other ordinary or extraordinary expenses incurred by
the Fund in the course of its business.

          Investors Bank & Trust Company, the Fund's administrator, received
administration and accounting fees of $96,648 for the period September 1, 1999
to December 31, 1999 and $266,802 for the fiscal year ended December 31, 2000.

                                      B-12
<PAGE>

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

General

  Subject to policies established by the Board of Directors of the Fund, the
Investment Adviser is responsible for the placement of the Fund's portfolio
transactions and the allocation of the brokerage. Total brokerage commissions
paid by the Fund for the fiscal years ended December 31, 1998, 1999 and 2000
were $439,000, $528,000 and $332,000, respectively. During the fiscal year ended
December 31, 2000, $110,948 in brokerage commissions were paid to brokers
selected primarily on the basis of research and other services provided to the
Investment Adviser and affiliated companies.

  In selecting broker-dealers the Investment Adviser 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 the Investment Adviser to effect orderly sales for the  Fund.
Accordingly, transactions will not always be executed at the lowest available
commission. In addition, the Investment Adviser may effect transactions which
cause the Fund to pay a commission in excess of a commission which another
broker-dealer would have charged if the Investment Adviser first determines that
such commission is reasonable in relation to the value of the brokerage and
research services provided by the broker-dealer.  The Investment Adviser may
select broker-dealers in which other of its clients or clients of its
affiliates, and indirectly the Investment Adviser 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 which include underwriting fees.

  The Investment Adviser 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 the Investment Adviser believes are useful.  When the
Investment Adviser 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
the Investment Adviser, 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 the Investment Adviser, 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.

                                      B-13
<PAGE>

  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 the
Investment Adviser 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 the Investment Adviser 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.

Portfolio Turnover

  The Fund's portfolio turnover rates (the lesser of the value of securities
purchased or securities sold, divided by the average value of securities owned
during the year) for the fiscal years ended December 31, 1998, 1999 and 2000,
were, 124.51%, 119.92% and 159.44%, respectively. For purposes of this
calculation, securities, including options, with a maturity or expiration date
at the time of purchase of one year or less are excluded. The annual turnover
rate may vary greatly from year to year and may exceed 100%, which is higher
than that of many other investment companies. The principal reason for the
higher turnover rate in 2000 was tax loss selling designed to reduce taxable
distributions. A 100% turnover rate occurs for example, if all the Fund's
portfolio securities are replaced during one year. Such high portfolio activity
(over 100% turnover rate) increases the Fund's transaction costs, including
brokerage commissions.

                                    TAXATION

Futures and Hedging Transactions

  The stock index futures contracts which the Fund may purchase are "section
1256 contracts" under the Code. With respect to section 1256 contracts closed
out by the Fund, any realized gain or loss will be treated as long-term capital
gain or loss to the extent of 60% thereof and short-term capital gain or loss to
the extent of 40% thereof (hereinafter "60/40 gain or loss"). Open section 1256
contracts held by the Fund on December 31 of any tax year will be required to be
treated as sold at market value on such day for Federal income tax purposes
(i.e, "marked-to-market"). Gain or loss recognized under this marked-to-market
rule is 60/40 gain or loss.

  Certain of the hedging transactions undertaken by the Fund (i.e., the writing
of covered call options, the acquisition of put options on its stocks and short
sales) may constitute "straddles" for Federal income tax purposes. The Code
generally provides with respect to straddles (1) "loss deferral" rules which may
postpone recognition for tax purposes of losses from certain closing purchase
transactions or other dispositions of a position in a straddle to the extent of
unrealized gains in the offsetting position, (2) "wash sale" rules which may
postpone recognition for tax purposes of losses when a position forming part of
a straddle is sold and a new offsetting position is acquired within a prescribed
period, and (3) "short sale" rules which may terminate the holding period of
securities owned by the Fund when offsetting positions are established and which
may convert certain losses from short-term to long-term. Because only a few
regulations implementing the straddle rules have been promulgated, the tax
consequences of

                                      B-14
<PAGE>

certain hedging transactions to the Fund are not entirely clear. Straddle
transactions may increase the amount of short-term capital gain realized by the
Fund which is taxable as ordinary income when distributed to shareholders.

  Because application of the straddle rules may affect the character of gains or
losses, defer losses and/or accelerate the recognition of gains or losses from
the affected straddle positions, the amount which must be distributed to
shareholders, and which will be taxed to shareholders as ordinary income or
long-term capital gain, may be increased or decreased substantially as compared
to a fund that does not engage in such hedging transactions.

                       PRINCIPAL SHAREHOLDERS OF THE FUND

  On March 30, 2001, Cede & Co., Box 20, Bowling Green Station, New York, New
York 10004, held 38,241,242 shares (84%) of the Fund as nominee for the
beneficial owners.

  On March 30, 2001, all officers and directors of the Fund, as a group, owned
less than 1% of the outstanding shares of common stock.

                                 CODE OF ETHICS

  The Investment Adviser and Fund are subject to a Code of Ethics with respect
to investment transactions in which the Adviser's officers, directors and
certain other persons have a beneficial interest to avoid any actual or
potential conflict or abuse of their fiduciary position.  Such persons, subject
to the Code of Ethics, may invest in securities, including those securities that
may be purchased or sold by the Fund. The Investment Adviser's Code of Ethics
contains several restrictions and procedures designed to eliminate conflicts of
interest including: (a) pre-clearance of non-exempt personal investment
transactions; (b) quarterly reporting of personal securities transactions; (c) a
prohibition against personally acquiring securities in an initial public
offering entering into uncovered short sales or writing uncovered options; (d) a
seven day "black out period" prior or subsequent to a Fund transaction during
which portfolio managers are prohibited from making certain transactions in
securities which are being purchased or sold by a client of such manager; (e) a
prohibition, with respect to certain investment personnel, from profiting in the
purchase an sale, or sale and purchase, of the same (or equivalent) securities
within 60 calendar days; and (f) a prohibition against acquiring any security
which is subject to firm wide or, if applicable, a department restriction of the
Investment Adviser.  The Code of Ethics provides that exemptive relief may be
given from certain of its requirements, upon application.

  The Code of Ethics can be reviewed and copied at the Securities and Exchange
Commission's Public Reference Room in Washington, D.C. (phone 1-202-942-8090)
or, after paying a duplicating fee, by sending a written request to the
Securities and Exchange Commission's Public Reference Section, 450 Fifth Street,
N.W., Washington, DC 20549-0102 or by an electronic request at the following e-
mail address:  www.publicinfo@sec.gov

                                      B-15
<PAGE>

                              INDEPENDENT AUDITORS

  Deloitte & Touche LLP, 250 South Grand Avenue, Los Angeles, California 90071
serves as the Fund's independent auditors and performs the annual audit of the
Fund.

                                   CUSTODIAN

  Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts
02117 is the custodian of the Fund's assets.

                              FINANCIAL STATEMENTS

  The audited financial statements for the year ended December 31, 2000,
including the financial highlights, appearing in the Fund's Annual Report to
Shareholders are incorporated by reference and made a part of this document.  An
annual Report to Shareholders may be obtained without charge by calling (800)
386-3829 or writing the Fund at 865 Figueroa Street, Suite 1800, Los Angeles,
California 90017.

                                      B-16
<PAGE>

                           PART C - OTHER INFORMATION

ITEM 24   FINANCIAL STATEMENTS AND EXHIBITS

1.  Financial Statements

                                                     Included in   Included in
                                                        Part A        Part B
                                                     ------------  -----------

                                                       X

   Financial Highlights
     For the Years Ended December 31, 1991, 1992, 1993, 1994
     1995, 1996, 1997, 1998, 1999 and 2000.

2.  Exhibits
    --------

    a.    Articles of Incorporation filed as Exhibit 1 to the Fund's initial
          Registration Statement on Form N-2 are incorporated herein by
          reference.

    aa.   Form of Articles of Amendment to Articles of Incorporation.

    b.    Bylaws filed as Exhibit 2 to the Fund's initial Registration Statement
          on Form N-2 are incorporated herein by reference.

    bb.   Article VIII of Bylaws filed as Exhibit 2(A) to Amendment No. 2 to the
          Fund's initial Registration Statement on Form N-2 incorporated herein
          by reference.

    d.    Specimen Common Stock Certificates filed as Exhibit 4 to the Fund's
          initial Registration Statement on Form N-2 is incorporated herein by
          reference.

    dd.   Subscription Certificates.

    ddd.  Notice of Guaranteed Delivery.

    e.    Dividend Reinvestment Plan Terms and Conditions filed as Appendix C to
          the Prospectus, dated February 26, 1987, filed as part of Amendment
          No. 4 to the Fund's Registration Statement on Form N-2 are
          incorporated herein by reference.

    g.    Form of Amended and Restated Investment Advisory and Management
          between the Fund and TCW Investment Management Company.

    j.    Form of Custody Agreement between the Fund and Investors Bank & Trust
          Company.

    jj.   Form of Administration Agreement between the Fund and Investors Bank &
          Trust Company.

    jjj.  Form of Securities Lending Agreement between the Fund and Investors
          Bank & Trust Company.

    l.    Opinion and Consent of Counsel.

    n.    Consent of Deloitte & Touche LLP.

    o.    Powers of Attorney.

                                      C-1
<PAGE>

    p.    Initial Capitalization Agreement, dated as of February 17, 1987, filed
          as Exhibit 14 to Amendment No. 2 to the Fund's Registration Statement
          on Form N-2 is incorporated herein by reference.

    r.    Code of Ethics.

    Exhibits c, f, h, i, k, m and q have been omitted because the conditions
    requiring their filing do not exist.

ITEM 25   MARKETING ARRANGEMENTS

    Inapplicable.

ITEM 26   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

            Printing                                $ 70,000
            Subscription Agent                       125,000
            Information Agent                         40,000
            SEC Registration Fees                     25,746
            Postage/Mailing                           25,000
            Accounting                                 5,000
            Legal                                     30,000
            Miscellaneous                             23,095
                                                    --------
                                                    $344,841

ITEM 27   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

    None.

ITEM 28   NUMBER OF HOLDERS OF SECURITIES

    As of March 30, 2001:
                                          (2)
               (1)                     Number of
          Title of Class             Record Holders
          --------------             --------------

       Common Stock, $.01 par value       2,797

ITEM 29   INDEMNIFICATION

       Article VIII of the Bylaws of the Registrant provides as follows:

   (a) Subject to the exceptions and limitations contained in paragraph (b)
below:

       (i) every person who is, or has been, a director or officer of the
   Corporation shall be indemnified by the Corporation to the fullest extent
   permitted by law against all liability and against all expenses reasonably
   incurred or paid by him in connection with any claim, action, suit or
   proceeding in which he becomes involved as a party or otherwise by virtue of
   his being or having been a director or officer and against all amounts paid
   or incurred by him in the settlement thereof;

       (ii) the words `claim,' `action,' `suit,' or `proceeding' shall apply to
   all claims, actions, suits or proceedings (civil, criminal or other,
   including appeals), actual or threatened; and the words `liability' and
   `expense' shall include, without limitation, attorneys' fees, costs,
   judgements, amounts paid in settlement, fines, penalties and other
   liabilities.

       (b) No indemnification shall be provided hereunder to a director or
officer:

                                      C-2
<PAGE>

       (i) against any liability to the Corporation or the shareholders by
   reason of willful misfeasance, bad faith, gross negligence or reckless
   disregard of the duties involved in the conduct of this office;

       (ii) with respect to any matter as to which he shall have been finally
   adjudicated not to have acted in good faith in the reasonable belief that his
   action was in the best interest of the Corporation; and

       (iii)  in the event of a settlement of other disposition not involving a
   final adjudication as provided in paragraph (b)(ii) resulting in a payment by
   a director or officer, unless there has been a determination that such
   director or officer did not engage in willful misfeasance, bad faith, gross
   negligence or reckless disregard of the duties involved in the conduct of his
   office:

           (A) by the court or other body approving the settlement or other
       disposition,

           or

       (B) based upon a review of readily available facts (as opposed to a full
   trial-type inquiry) by (x) vote of a majority of the Non-Interested Directors
   acting on the matter (provided that a majority of the Non-Interested
   Directors then in office act on the matter) or (y) written opinion of
   independent legal counsel.

           (c) The rights of indemnification herein provided may be insured
       against by policies maintained by the Corporation, shall be severable,
       shall not affect any other rights to which any director or officer may
       now or hereafter be entitled, shall continue as to a person who has
       ceased to be such director or officer and shall inure to the benefit of
       the heirs, executors, administrators and assigns of such a person.
       Nothing contained herein shall affect any rights to indemnification to
       which personnel of the Corporation other than directors and officers may
       be entitled by contract or otherwise under law.

           (d) Expenses of preparation and presentation of a defense to any
       claim, action, suit or proceeding of the character described in paragraph
       (a) of this Article VIII may be advanced by the Corporation prior to
       final disposition thereof upon receipt of an undertaking by or on behalf
       of the recipient to repay such amount if it is ultimately determined that
       he is not entitled to indemnification under this Article VIII provided
       that either:

           (i) such undertaking is secured by a surety bond or some other
       appropriate security provided by the recipient, or the Corporation shall
       be insured against losses arising out of any such advances; or

           (ii) a majority of the Non-Interested Directors acting on the matter
       (provided that a majority of the Non-Interested Directors act on the
       matter) or an independent legal counsel in a written opinion shall
       determine, based upon a review of readily available facts (as opposed to
       a full trial-type inquiry), that there is reason to believe that the
       recipient ultimately will be found entitled to indemnification.

       As used in this Article VIII, a `Non-Interested Director' is one who is
not (i) an `Interested Person' (within the meaning of that term under the
Investment Company Act of 1940, as amended) of the Corporation (including anyone
who has been exempted from being an `Interested Person' by any rule, regulation
or order of the Commission), or (ii) involved in the claim, action, suit or
proceeding."

       Directors and officers of the Fund are named as insured under a
directors' and officers' errors and omissions insurance policy.

ITEM 30   BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

       In addition to the Fund, the Investment Adviser serves as investment
adviser or subadviser to a number of open and closed-end management investment
companies that are registered under the Investment Company Act of 1940 as
amended ("1940 Act") and to a number of foreign investment companies.  The list
required by this Item 30 of officers and directors of the Adviser, together with
information as to any other business, profession, vocation or employment of a
substantial nature engaged in by the Adviser and such officers and directors
during the past two years, is incorporated by reference to Form ADV (SEC File
No. 801-29075) filed by the Adviser pursuant to the Investment Advisers Act of
1940.

                                      C-3
<PAGE>

ITEM 31   LOCATION OF ACCOUNTS AND RECORDS

       Unless otherwise stated below, the accounts, books and other documents
required to be maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained in the physical possession of the
Treasurer of the Registrant, TCW Convertible Securities Fund, Inc., 865 South
Figueroa Street, Los Angeles, California 90017.
<TABLE>
<CAPTION>
                           Location of
           Rule          Required Records
           ----          ----------------
<S>                      <C>
       31a-1(b)(2)(c)    Investors Bank & Trust Company
                         200 Clarendon Street
                         Boston, MA  02116

       31a-1(b)(2)(d)    Investors Bank & Trust Company
                         200 Clarendon Street
                         Boston, MA  02116

       31a-1(b)(4)-(6)   TCW Investment Management Company
                         865 South Figueroa Street
                         Los Angeles, CA 90017

       31a-1(b)(9)-(11)  TCW Investment Management Company
                         865 South Figueroa Street
                         Los Angeles, CA 90017
</TABLE>

ITEM 32   MANAGEMENT SERVICES

       There is no management-related service contract under which services are
provided to the Registrant which is not discussed in Part A of this form.

ITEM 33   UNDERTAKINGS

       The Registrant undertakes to suspend offering of its shares of Common
Stock until it amends its prospectus if, subsequent to the effective date of
this Registration Statement and prior to the expiration date of the Offering,
the net asset value declines more than 10% from its net asset value as of the
effective date of this Registration Statement.

       Insofar as indemnification for liabilities under the Securities Act of
1933, as amended, may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the provisions described in Item 29 or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, then Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      C-4
<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and Investment
Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, there unto
duly authorized, in the City of Los Angeles, and the State of California, on the
4th day of May, 2001.

TCW CONVERTIBLE SECURITIES FUND, INC.

                  By: /s/ Philip K. Holl
                      -------------------------
                      Philip K. Holl
                      Secretary

      Pursuant to the requirements of the Securities Act of 1933, this Amendment
to registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                 Title                          Date
- ---------------------------   ------------------------------   -------------------------
<S>                           <C>                              <C>
  /s/ Ernest O. Ellison*          President and Director            May 4, 2001
- ---------------------------      (Chief Executive Officer)
     Ernest O. Ellison

   /s/ Peter C. DiBona*       Treasurer (Principal Financial        May 4, 2001
- ---------------------------         Officer and Principal
      Peter C. DiBona                Accounting Officer)

/s/ John C. Argue*                       Director                   May 4, 2001
- ---------------------------
John C. Argue

/s/ Norman Barker, Jr.*                  Director                   May 4, 2001
- ---------------------------
Norman Barker, Jr.

/s/ Richard W. Call*                     Director                   May 4, 2001
- ---------------------------
Norman Barker, Jr.

/s/ Coleman W. Morton*                   Director                   May 4, 2001
- ---------------------------
Coleman W. Morton

/s/ Charles A. Parker*                   Director                   May 4, 2001
- ---------------------------
Charles A. Parker

/s/ Lawrence J. Sheehan*                 Director                   May 4, 2001
- ---------------------------
Lawrence J. Sheehan

/s/ Robert G. Sims*                      Director                   May 4, 2001
- ---------------------------
Robert G. Sims0

By /s/ Philip K. Holl                                               May 4, 2001
   ------------------------
   Philip K. Holl
   Attorney-in-Fact
</TABLE>

                                      C-5
<PAGE>

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                  Exhibit Number                                      Description
- ---------------------------------------------------   --------------------------------------------
<S>                                                   <C>
Exhibit aa.                                           Form of Articles of Amendment to Articles
                                                      of Incorporation

Exhibit dd.                                           Subscription Certificates

Exhibit ddd.                                          Notice of Guaranteed Delivery

Exhibit g.                                            Form of Amended and Restated Investment
                                                      Advisory and Management Agreement

Exhibit j.                                            Form of Custody Agreement

Exhibit jj.                                           Form of Administration Agreement

Exhibit jjj.                                          Form of Securities Lending Agreement

Exhibit l.                                            Opinion and Consent of Counsel

Exhibit n.                                            Consent of Deloitte & Touche LLP

Exhibit o.                                            Powers of Attorney

Exhibit r.                                            Code of Ethics
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.AA
<SEQUENCE>2
<FILENAME>dex99aa.txt
<DESCRIPTION>FORM OF AMENDMENT TO ARTICLES OF INCORPORATION
<TEXT>

<PAGE>

                                                                      Exhibit aa

                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                     TCW CONVERTIBLE SECURITIES FUND, INC.


          TCW CONVERTIBLE SECURITIES FUND, INC., A Maryland corporation
registered as a closed-end investment company under the Investment Company Act
of 1940, as amended, having its principal office in the State of Maryland in
Baltimore City (hereinafter called the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland that:

FIRST:  Article VI, Subparagraph (1) of the Articles of Incorporation is hereby
replaced by the following:

                                   ARTICLE VI

          (1) The total number of shares of capital stock which the Corporation
will have the authority to issue is Seventy Five Million (75,000,000) shares, of
the par value of one cent ($0.01) per share and of the aggregate per value of
Seven Hundred Fifty Thousand Dollars ($750,000), all of which shares are
designated common stock.

SECOND:  Prior to this Amendment to its Articles of Incorporation, the
Corporation had the authority to issue Fifty Million (50,000,000) shares, of the
par value of one cent ($0.01) per share and of the aggregate par value of Five
Hundred Thousand Dollars (500,000), all of which shares were designated common
stock.

THIRD:  The amendment was approved by a majority of the entire Board of
Directors of the Corporation and the shareholders of the Corporation.

          IN WITNESS WHEREOF, TCW Convertible Securities Fund, Inc. has caused
these Articles of Amendment to be executed by its Senior Vice President and
witnessed by its Secretary on this 26th day of March 2001.  The Senior Vice
President of the Corporation acknowledges that the Articles of Amendment are the
act of the Corporation, and that to the best of his knowledge, information and
belief, all matters and facts set forth herein relating to the authorization and
approval of these Articles of Amendment are true in all material respects, and
that this statement is made under the penalties of perjury.

                                       TCW CONVERTIBLE SECURITIES FUND, INC.



ATTEST:  /s/ Philip K. Holl            By:  /s/ Alvin R. Albe, Jr.
         ------------------                 ----------------------
         Philip K. Holl                     Alvin R. Albe, Jr.
         Secretary                          Senior Vice President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.DD
<SEQUENCE>3
<FILENAME>dex99dd.txt
<DESCRIPTION>SUBSCRIPTION CERTIFICATES
<TEXT>

<PAGE>

                                                                      Exhibit dd

                                        SUBSCRIPTION CERTIFICATE NUMBER: _______

                                                       NUMBER OF RIGHTS: _______

                            SUBSCRIPTION CERTIFICATE

                     TCW CONVERTIBLE SECURITIES FUND, INC.

                 SUBSCRIPTION RIGHT FOR SHARES OF COMMON STOCK

          This Subscription Certificate represents the number of Rights set
forth in the upper right hand corner of this Form.  The Holder is entitled to
acquire one (1) Share of the Common Stock of the TCW Convertible securities
Fund, Inc. (the "Fund") for each four (4) Rights held.

          To subscribe for Shares of Common Stock, the Holder must present to
the Subscription Agent, prior to 5:00 p.m., New York City time, on the
Expiration Date, either (i) a notice of guaranteed delivery attached hereto,
guaranteeing delivery of (a) payment for the subscription Shares (under both
Primary Subscription and the Over-Subscription Privilege) and (b) a properly
completed and executed copy of this Subscription Certificate; or (ii) a properly
completed and executed copy of this Subscription Certificate, together with a
money order or check drawn on a bank located in the United States of America and
payable to TCW Convertible securities Fund, Inc. for an amount equal to the
number of Shares subscribed for multiplied by $__________.  Subscribers will be
subsequently notified as to the number of Shares subscribed (under both Primary
Subscription and the Over-Subscription Privilege) and the total amount owed
based on the Subscription Price as set on the Pricing Date.  See page 11 of the
Prospectus.  Payment for any balance will be due five (5) business days after
the Confirmation Date.

          If an outstanding balance as described above is not received within
the five (5) business day period, the Fund reserves the right to (i) find other
purchasers for the subscribed-for and upaid-for Shares; (ii) apply any payment
actually received by it toward the purchase of the greatest whole number of
Shares which could be acquired by such holder upon exercise of the Primary
Subscription and/or Over-Subscription Privilege; and/or (iii) exercise any and
all other rights and/or remedies to which it may be entitled, including, without
limitation, the right to set-off against payments actually received by it with
respect to such subscribed Shares and to enforce the relevant guaranty of
payment.

REGISTERED OWNER                   TCW CONVERTIBLE SECURITIES FUND, INC.

                                   THE BANK OF NEW YORK
                                   as Subscription Agent

                                        By:
                                            ____________________________________

                                            THIS CERTIFICATE IS NON-TRANSFERABLE

     THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM
QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF
EACH OF THE STATES IN THE UNITED STATES.  RESIDENTS OF OTHER JURISDICTIONS MAY
NOT PURCHASE THE SHARES OF COMMON STOCK OFFERED HEREBY UNLESS THEY CERTIFY THAT
THEIR PURCHASES OF SUCH SHARES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE
LAWS OF SUCH JURISDICTIONS.
<PAGE>

TO:  The Bank of New York
     Subscription Agent
     Tender and Exchange Department
     P.O. Box 11248
     Church Street Station
     New York, New York 10286-1248

     THIS CERTIFICATE MAY NOT BE TRANSFERRED

     THE REGISTERED OWNER OF THIS SUBSCRIPTION CERTIFICATE IS ENTITLED TO THE
     NUMBER OF RIGHTS SHOWN IN THE UPPER RIGHT HAND CORNER OF THE OTHER SIDE OF
     THIS FORM AND TO SUBSCRIBE FOR ADDITIONAL SHARES OF COMMON STOCK OF TCW
     CONVERTIBLE SECURITIES FUND, INC. UPON THE TERMS AND CONDITIONS SPECIFIED
     IN THE PROSPECTUS RELATING THERETO, WHICH ARE INCORPORATED HEREIN BY
     REFERENCE, AND IS ALSO AFFORDED THE OVER-SUBSCRIPTION PRIVILEGE DESCRIBED
     IN THE PROSPECTUS.

PLEASE FILL IN ALL APPLICABLE INFORMATION:

1.   (A)  Number of Shares Subscripted for in Primary Subscription
          (not to exceed the ratio of one (1) Share for every four
          (4) Rights held):                                               ______

     (B)  Number of Shares subscribed for under the Over-Subscription
          Privilege (not to exceed the ratio of one (1) share for every
          four (4) rights held):                                          ______

     (C)  Total of (A) and (B) above                                      ______

2.   Method of Payment: Check (A) and (B):

     (A)  Notice of Guaranteed Delivery of Payment                        ______

                                                or

     (B)  Multiply number of Shares on Line 1(C) by $_____ (and enclose
          money order or check in this amount payable to "TCW Convertible
          Securities Fund, Inc.")(1)

_____________

(1)  The Purchase Price of $_____ used herein is assumed and may be more or less
     than the actual Subscription Price. See pages _____ and _____ of the
     Prospectus.

I hereby irrevocably subscribe for the number of Shares indicated above upon the
terms and conditions specified in the Prospectus relating hereto.  Receipt of
the Prospectus is hereby acknowledged.

Signature of Subscriber:  _______________________________________

(Joint owners should each sign.  If signing as executor, administrator,
attorney, trustee, or guardian, give title as such.  If a corporation, sign in
full corporate name by authorized officer.  If a partnership, sign in the name
of authorized person)
<PAGE>

TO BE EXECUTED ONLY BY NON-UNITED STATES RESIDENTS:

          I hereby certify that the foregoing purchase of Common Stock has been
effected in accordance with the applicable laws of the jurisdiction in which I
reside.

Dated: _______________________, 2001

                                                ________________________________

                                                ________________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.DDD
<SEQUENCE>4
<FILENAME>dex99ddd.txt
<DESCRIPTION>NOTICE OF GUARANTEED DELIVERY
<TEXT>

<PAGE>

                                                                     Exhibit ddd

            NOTICE OF GUARANTEED DELIVERY FOR SHARES OF COMMON STOCK
              OF TCW CONVERTIBLE SECURITIES FUND, INC. SUBSCRIBED
                     FOR UNDER PRIMARY SUBSCRIPTION AND THE
                          OVER-SUBSCRIPTION PRIVILEGE

          As set forth on pages 11, 12, and 13 of the Prospectus under "Payment
for Shares," this form or one substantially equivalent hereto may be used as a
means of effecting subscription and payment for all Shares of the Fund's Common
Stock subscribed for under the Primary Subscription and the Over-Subscription
Privilege.  Such form may be delivered by hand or sent by facsimile
transmission, overnight courier or mail to the Subscription Agent.

                           The Subscription Agent is:

                              THE BANK OF NEW YORK
                   Attention: Tender and Exchange Department

<TABLE>
<S>                                    <C>                      <C>
By Mail:                               By Facsimile:            By Hand, Express Mail or
P.O. Box 11248                         (Telecopier):            Overnight Courier:
Church Street Station                  (212) 815-6213           101 Barclay Street
New York, New York                     Confirm by Telephone     Receive & Delivery Window
10286-1248                             (800) 507-9357           New York, New York 10286
</TABLE>

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
     INSTRUCTIONS VIA A TELECOPY OR FACSIMILE NUMBER, OTHER THAN AS
     SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY


The New York Stock Exchange member firm or bank or trust company which completes
this form must communicate the guarantee and the number of Shares subscribed for
(under both the Primary Subscription and the Over-Subscription Privilege) to the
Subscription Agent and must deliver this Notice of Guaranteed Delivery of
Payment, guaranteeing delivery of (i) payment in full for all Subscribed Shares
and (ii) a properly completed and signed copy of the Subscription Agreement, to
the Subscription Agent prior to 5:00 p.m., New York City time, on the Expiration
Date.  Failure to do so will result in a forfeiture of the Rights.

                                   GUARANTEE

     The undersigned, a member firm of the New York Stock Exchange or a bank or
trust company, (i) guarantees delivery to the Subscription Agent by the close of
business (5:00 p.m., New York City time) on July 26, 2001 of (A) a properly
completed and executed Subscription Certificate, and (B) payment of the full
Subscription Price for Shares subscribed for on Primary Subscription and
pursuant to the Over-Subscription Privilege, as subscription for such Shares is
indicated herein or in the Subscription Certificate.
<PAGE>

____________________________________     _______________________________________
NUMBER OF SHARES ON PRIMARY              NUMBER OF SHARES ON OVER-
SUBSCRIPTION                             SUBSCRIPTION PRIVILEGE

____________________________________     _______________________________________
Name of Firm                             Authorized Signature

____________________________________     _______________________________________
Address                                  Title

____________________________________     _______________________________________
Zip Code                                 Name:  (Please Type or Print)

____________________________________     _______________________________________
Telephone Number                         Date
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.G
<SEQUENCE>5
<FILENAME>dex99g.txt
<DESCRIPTION>FORM OF AMENDED AND RESTATED INVESTMENT
<TEXT>

<PAGE>

                                                                       Exhibit g

                              AMENDED AND RESTATED
                  INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

          AGREEMENT is made as of 21st day of July, 1999 by and between TCW
CONVERTIBLE SECURITIES FUND, INC., a Maryland corporation ("Fund"), and TCW
FUNDS MANAGEMENT, INC., a California corporation ("Adviser").

          WHEREAS, the Fund is engaged in the business as 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:

                                      -1-
<PAGE>

          (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 subaccounting 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.

          (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
subaccounting 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

                                      -2-
<PAGE>

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 associates 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

                                      -3-
<PAGE>

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.

          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 on 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.

                                      -4-
<PAGE>

          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, negligence, 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 until the earlier of two years
from the date hereof or the first meeting of the shareholders of the Fund
following the date hereof, and if approved at that meeting by the vote of a
"majority of the outstanding voting securities" of the Fund, 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.

                                      -5-
<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:  /s/  Ernest O. Ellison
                                         ----------------------
                                         President
Attest:

/s/  Philip K. Holl
- -------------------
     Secretary
                                    TCW FUNDS MANAGEMENT, INC.

                                    By:   /s/ Alvin R. Albe, Jr.
                                          ----------------------
                                          President
Attest:

/s/  Philip K. Holl
- -------------------
       Secretary

                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J
<SEQUENCE>6
<FILENAME>dex99j.txt
<DESCRIPTION>FORM OF CUSTODY AGREEMENT
<TEXT>

<PAGE>

                                                                       Exhibit j



                               CUSTODY AGREEMENT

                                    between

                     TCW CONVERTIBLE SECURITIES FUND. INC.

                                      and

                         INVESTORS BANK & TRUST COMPANY
<PAGE>

                              CUSTODIAN AGREEMENT


          AGREEMENT effective September 1, 1999, between TCW CONVERTIBLE
SECURITIES FUND. INC., a corporation organized under the laws of the state of
Maryland (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust
company (the "Bank").

          The Fund, an closed-end management investment company on behalf of the
portfolios/series listed on Appendix A hereto (as such Appendix A may be amended
                            ----------                 ----------
from time to time) (each a "Portfolio" and collectively, the "Portfolios"),
desires to place and maintain all of its portfolio securities and cash in the
custody of the Bank. The Bank has at least the minimum qualifications required
by Section 17(f)(1) of the Investment Company Act of 1940 (the "1940 Act") to
act as custodian of the portfolio securities and cash of the Fund, and has
indicated its willingness to so act, subject to the terms and conditions of this
Agreement.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:

          1.  Bank Appointed Custodian.  The Fund hereby appoints the Bank as
              ------------------------
custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms and
conditions hereinafter set forth.  For the services rendered pursuant to this
Agreement the Fund agrees to pay to the Bank the fees set forth on Appendix B
                                                                   ----------
hereto.

          2.  Definitions.  Whenever used herein, the terms listed below will
              -----------
have the following meaning:

              2.1  Authorized Person.  Authorized Person will mean any of the
                   -----------------
persons duly authorized to give Proper Instructions or otherwise act on behalf
of the Fund by appropriate resolution of its Board, and set forth in a
certificate as required by Section 4 hereof.

              2.2  Board.  Board will mean the Board of Directors or the Board
                   -----
of Trustees of the Fund, as the case may be.

              2.3  Security.  The term security as used herein will have the
                   --------
same meaning assigned to such term in the Securities Act of 1933, as amended,
including, without limitation, any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any profit
sharing agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option, or privilege on
any security, certificate of deposit, or group or index of securities (including
any interest therein or based on the value thereof), or any put, call, straddle,
option, or privilege entered into on a national securities exchange relating to
a foreign currency, or, in general, any interest or instrument commonly known as
a "security", or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to
subscribe to, or option contract to purchase or sell any of the foregoing, and
futures, forward contracts and options thereon.

              2.4  Portfolio Security. Portfolio Security will mean any security
                   ------------------
owned by the Fund.

              2.5  Officers' Certificate. Officers' Certificate will mean,
                   ---------------------
unless otherwise indicated, any request, direction, instruction, or
certification in writing signed by any two Authorized Persons of the Fund.

              2.6  Book-Entry System.  Book-Entry System shall mean the Federal
                   -----------------
Reserve-Treasury Department Book Entry System for United States government,
instrumentality and agency securities operated by the Federal Reserve Bank, its
successor or successors and its nominee or nominees.

                                       2
<PAGE>

              2.7  Depository. Depository shall mean The Depository Trust
                   ----------
Company ("DTC"), a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 ("Exchange
Act"), its successor or successors and its nominee or nominees. The term
"Depository" shall further mean and include any other person authorized to act
as a depository under the 1940 Act, its successor or successors and its nominee
or nominees, specifically identified in a certified copy of a resolution of the
Board.

              2.8  Proper Instructions.  Proper Instructions shall mean (i)
                   -------------------
instructions regarding the purchase or sale of Portfolio Securities, and
payments and deliveries in connection therewith, given by an Authorized Person,
such instructions to be given in such form and manner as the Bank and the Fund
shall agree upon from time to time, and (ii) instructions (which may be
continuing instructions) regarding other matters signed or initialed by an
Authorized Person.  Oral instructions will be considered Proper Instructions if
the Bank reasonably believes them to have been given by an Authorized Person.
The Fund shall cause all oral instructions to be promptly confirmed in writing.
The Bank shall act upon and comply with any subsequent Proper Instruction which
modifies a prior instruction and the sole obligation of the Bank with respect to
any follow-up or confirmatory instruction shall be to make reasonable efforts to
detect any discrepancy between the original instruction and such confirmation
and to report such discrepancy to the Fund. The Fund shall be responsible, at
the Fund's expense, for taking any action, including any reprocessing, necessary
to correct any such discrepancy or error, and to the extent such action requires
the Bank to act, the Fund shall give the Bank specific Proper Instructions as to
the action required. Upon receipt by the Bank of an Officers' Certificate as to
the authorization by the Board accompanied by a detailed description of
procedures approved by the Fund, Proper Instructions may include communication
effected directly between electro-mechanical or electronic devices provided that
the Board and the Bank agree in writing that such procedures afford adequate
safeguards for the Fund's assets.

          3.  Separate Accounts.  If the Fund has more than one series or
              -----------------
portfolio, the Bank will segregate the assets of each series or portfolio to
which this Agreement relates into a separate account for each such series or
portfolio containing the assets of such series or portfolio (and all investment
earnings thereon).  Unless the context otherwise requires, any reference in this
Agreement to any actions to be taken by the Fund shall be deemed to refer to the
Fund acting on behalf of one or more of its series, any reference in this
Agreement to any assets of the Fund, including, without limitation, any
portfolio securities and cash and earnings thereon, shall be deemed to refer
only to assets of the applicable series, any duty or obligation of the Bank
hereunder to the Fund shall be deemed to refer to duties and obligations with
respect to such individual series and any obligation or liability of the Fund
hereunder shall be binding only with respect to such individual series, and
shall be discharged only out of the assets of such series.

          4.  Certification as to Authorized Persons.  The Secretary or
              --------------------------------------
Assistant Secretary of the Fund will at all times maintain on file with the Bank
his or her certification to the Bank, in such form as may be acceptable to the
Bank, of (i) the names and signatures of the Authorized Persons and (ii) the
names of the members of the Board, it being understood that upon the occurrence
of any change in the information set forth in the most recent certification on
file (including without limitation any person named in the most recent
certification who is no longer an Authorized Person as designated therein), the
Secretary or Assistant Secretary of the Fund will sign a new or amended
certification setting forth the change and the new, additional or omitted names
or signatures. The Bank will be entitled to rely and act upon any Officers'
Certificate given to it by the Fund which has been signed by Authorized Persons
named in the most recent certification received by the Bank.

          5.  Custody of Cash.  As custodian for the Fund, the Bank will open
              ---------------
and maintain a separate account or accounts in the name of the Fund or in the
name of the Bank, as Custodian of the Fund, and will deposit to the account of
the Fund all of the cash of the Fund, except for cash held by a subcustodian
appointed pursuant to Sections 14.2 or 14.3 hereof, including borrowed funds,
delivered to the Bank, subject only to draft or order by the Bank acting
pursuant to the terms of this Agreement.  Pursuant to the Bank's internal
policies regarding the management of cash accounts, the Bank may segregate
certain portions of the cash of the Fund into a separate savings deposit account
upon which the Bank reserves the right to require seven (7) days notice prior to
withdrawal of cash from such an account.  Upon receipt by the Bank of Proper
Instructions (which may be continuing

                                       3
<PAGE>

instructions) or in the case of payments for redemptions and repurchases of
outstanding shares of common stock of the Fund, notification from the Fund's
transfer agent as provided in Section 7, requesting such payment, designating
the payee or the account or accounts to which the Bank will release funds for
deposit, and stating that it is for a purpose permitted under the terms of this
Section 5, specifying the applicable subsection, the Bank will make payments of
cash held for the accounts of the Fund, insofar as funds are available for that
purpose, only as permitted in subsections 5.1-5.9 below.

          5.1  Purchase of Securities.  Upon the purchase of securities for the
               ----------------------
Fund, against contemporaneous receipt of such securities by the Bank or against
delivery of such securities to the Bank in accordance with generally accepted
settlement practices and customs in the jurisdiction or market in which the
transaction occurs registered in the name of the Fund or in the name of, or
properly endorsed and in form for transfer to, the Bank, or a nominee of the
Bank, or receipt for the account of the Bank pursuant to the provisions of
Section 6 below, each such payment to be made at the purchase price shown on a
broker's confirmation (or transaction report in the case of Book Entry Paper (as
that term is defined in Section 6.6 hereof)) of purchase of the securities
received by the Bank before such payment is made, as confirmed in the Proper
Instructions received by the Bank before such payment is made.

          5.2  Redemptions.  In such amount as may be necessary for the
               -----------
repurchase or redemption of common shares of the Fund offered for repurchase or
redemption in accordance with Section 7 of this Agreement.

          5.3  Distributions and Expenses of Fund.  For the payment on the
               ----------------------------------
account of the Fund of dividends or other distributions to shareholders as may
from time to time be declared by the Board, interest, taxes, management or
supervisory fees, distribution fees, fees of the Bank for its services hereunder
and reimbursement of the expenses and liabilities of the Bank as provided
hereunder, fees of any transfer agent, fees for legal, accounting, and auditing
services, or other operating expenses of the Fund.

          5.4  Payment in Respect of Securities.  For payments in connection
               --------------------------------
with the conversion, exchange or surrender of Portfolio Securities or securities
subscribed to by the Fund held by or to be delivered to the Bank.

          5.5  Repayment of Loans.  To repay loans of money made to the Fund,
               ------------------
but, in the case of final payment, only upon redelivery to the Bank of any
Portfolio Securities pledged or hypothecated therefor and upon surrender of
documents evidencing the loan;

          5.6  Repayment of Cash.  To repay the cash delivered to the Fund for
               -----------------
the purpose of collateralizing the obligation to return to the Fund certificates
borrowed from the Fund representing Portfolio Securities, but only upon
redelivery to the Bank of such borrowed certificates.

          5.7  Foreign Exchange Transactions.
               -----------------------------

               (a) For payments in connection with foreign exchange contracts or
options to purchase and sell foreign currencies for spot and future delivery
(collectively, "Foreign Exchange Agreements")which may be entered into by the
Bank on behalf of the Fund upon the receipt of Proper Instructions, such Proper
Instructions to specify the currency broker or banking institution (which may be
the Bank, or any other subcustodian or agent hereunder, acting as principal)
with which the contract or option is made, and the Bank shall have no duty with
respect to the selection of such currency brokers or banking institutions with
which the Fund deals or for their failure to comply with the terms of any
contract or option.

               (b) In order to secure any payments in connection with Foreign
Exchange Agreements which may be entered into by the Bank pursuant to Proper
Instructions, the Fund agrees that the Bank shall have a continuing lien and
security interest, to the extent of any payment due under any Foreign Exchange
Agreement, in and to any property at any time held by the Bank for the Fund's
benefit or in which the Fund has an interest and which is then in the Bank's
possession or control (or in the possession or control of any third party acting
on the

                                       4
<PAGE>

Bank's behalf). The Fund authorizes the Bank, in the Bank's sole discretion, at
any time to charge any such payment due under any Foreign Exchange Agreement
against any balance of account standing to the credit of the Fund on the Bank's
books.

          5.8  Other Authorized Payments.  For other authorized transactions of
               -------------------------
the Fund, or other obligations of the Fund incurred for proper Fund purposes;
provided that before making any such payment the Bank will also receive a
certified copy of a resolution of the Board signed by an Authorized Person
(other than the Person certifying such resolution) and certified by its
Secretary or Assistant Secretary, naming the person or persons to whom such
payment is to be made, and either describing the transaction for which payment
is to be made and declaring it to be an authorized transaction of the Fund, or
specifying the amount of the obligation for which payment is to be made, setting
forth the purpose for which such obligation was incurred and declaring such
purpose to be a proper corporate purpose.

          5.9  Termination:  Upon the termination of this Agreement as
               -----------
hereinafter set forth pursuant to Section 8 and Section 16 of this Agreement.

      6.  Securities.
          ----------

          6.1  Segregation and Registration.  Except as otherwise provided
               ----------------------------
herein, and except for securities to be delivered to any subcustodian appointed
pursuant to Sections 14.2 or 14.3 hereof, the Bank as custodian will receive and
hold  pursuant to the provisions hereof, in a separate account or accounts and
physically segregated at all times from those of other persons, any and all
Portfolio Securities which may now or hereafter be delivered to it by or for the
account of the Fund. All such Portfolio Securities will be held or disposed of
by the Bank for, and subject at all times to, the instructions of the Fund
pursuant to the terms of this Agreement.  Subject to the specific provisions
herein relating to Portfolio Securities that are not physically held by the
Bank, the Bank will register all Portfolio Securities (unless otherwise directed
by Proper Instructions or an Officers' Certificate), in the name of a registered
nominee of the Bank as defined in the Internal Revenue Code and any Regulations
of the Treasury Department issued thereunder, and will execute and deliver all
such certificates in connection therewith as may be required by such laws or
regulations or under the laws of any state.

         The Fund will from time to time furnish to the Bank appropriate
instruments to enable it to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee, any Portfolio Securities which
may from time to time be registered in the name of the Fund.

          6.2  Voting and Proxies.  Neither the Bank nor any nominee of the Bank
               ------------------
will vote any of the Portfolio Securities held hereunder, except in accordance
with Proper Instructions or an Officers' Certificate. The Bank will execute and
deliver, or cause to be executed and delivered, to the Fund all notices, proxies
and proxy soliciting materials delivered to the Bank with respect to such
Securities, such proxies to be executed by the registered holder of such
Securities (if registered otherwise than in the name of the Fund), but without
indicating the manner in which such proxies are to be voted.

          6.3  Corporate Action.  If at any time the Bank is notified that an
               ----------------
issuer of any Portfolio Security has taken or intends to take a corporate action
(a "Corporate Action") that affects the rights, privileges, powers, preferences,
qualifications or ownership of a Portfolio Security, including without
limitation, liquidation, consolidation, merger, recapitalization,
reorganization, reclassification, subdivision, combination, stock split or stock
dividend, which Corporate Action requires an affirmative response or action on
the part of the holder of such Portfolio Security (a "Response"), the Bank shall
notify the Fund promptly of the Corporate Action, the Response required in
connection with the Corporate Action and the Bank's deadline for receipt from
the Fund of Proper Instructions regarding the Response (the "Response
Deadline").  The Bank shall forward to the Fund via telecopier and/or overnight
courier all notices, information statements or other materials relating to the
Corporate Action promptly after receipt of such materials by the Bank.

                                       5
<PAGE>

          (a) The Bank shall act upon a required Response only after receipt by
the Bank of Proper Instructions from the Fund no later than 5:00 p.m. on the
date specified as the Response Deadline and only if the Bank (or its agent or
subcustodian hereunder) has actual possession of all necessary Securities,
consents and other materials no later than 5:00 p.m. on the date specified as
the Response Deadline.

          (b) The Bank shall have no duty to act upon a required Response if
Proper Instructions relating to such Response and all necessary Securities,
consents and other materials are not received by and in the possession of the
Bank no later than 5:00 p.m. on the date specified as the Response Deadline.
Notwithstanding, the Bank may, in its sole discretion, use its best efforts to
act upon a Response for which Proper Instructions and/or necessary Securities,
consents or other materials are received by the Bank after 5:00 p.m. on the date
specified as the Response Deadline, it being acknowledged and agreed by the
parties that any undertaking by the Bank to use its best efforts in such
circumstances shall in no way create any duty upon the Bank to complete such
Response prior to its expiration.

          (c) In the event that the Fund notifies the Bank of a Corporate Action
requiring a Response and the Bank has received no other notice of such Corporate
Action, the Response Deadline shall be 48 hours prior to the Response expiration
time set by the depository processing such Corporate Action.

          (d) Section 14.3(e) of this Agreement shall govern any Corporate
Action involving Foreign Portfolio Securities held by a Selected Foreign Sub-
Custodian.

     6.4  Book-Entry System.  Provided (i) the Bank has received a certified
          -----------------
copy of a resolution of the Board specifically approving deposits of Fund assets
in the Book-Entry System, and (ii) for any subsequent changes to such
arrangements following such approval, the Board has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that the Board has withdrawn its approval:

          (a) The Bank may keep Portfolio Securities in the Book-Entry System
provided that such Portfolio Securities are represented in an account
("Account") of the Bank (or its agent) in such System which shall not include
any assets of the Bank (or such agent) other than assets held as a fiduciary,
custodian, or otherwise for customers;

          (b) The records of the Bank (and any such agent) with respect to the
Fund's participation in the Book-Entry System through the Bank (or any such
agent) will identify by book entry the Portfolio Securities which are included
with other securities deposited in the Account and shall at all times during the
regular business hours of the Bank (or such agent) be open for inspection by
duly authorized officers, employees or agents of the Fund. Where securities are
transferred to the Fund's account, the Bank shall also, by book entry or
otherwise, identify as belonging to the Fund a quantity of securities in a
fungible bulk of securities (i) registered in the name of the Bank or its
nominee, or (ii) shown on the Bank's account on the books of the Federal Reserve
Bank;

          (c) The Bank (or its agent) shall pay for securities purchased for the
account of the Fund or shall pay cash collateral against the return of Portfolio
Securities loaned by the Fund upon (i) receipt of advice from the Book-Entry
System that such Securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Bank (or its agent) to reflect such
payment and transfer for the account of the Fund. The Bank (or its agent) shall
transfer securities sold or loaned for the account of the Fund upon

              (i) receipt of advice from the Book-Entry System that payment for
securities sold or payment of the initial cash collateral against the delivery
of securities loaned by the Fund has been transferred to the Account; and

              (ii) the making of an entry on the records of the Bank (or its
agent) to reflect such transfer and payment for the account of the Fund. Copies
of all advices from the Book-Entry System of transfers of

                                       6
<PAGE>

securities for the account of the Fund shall identify the Fund, be maintained
for the Fund by the Bank and shall be provided to the Fund at its request. The
Bank shall send the Fund a confirmation, as defined by Rule 17f-4 of the 1940
Act, of any transfers to or from the account of the Fund;

          (d) The Bank will promptly provide the Fund with any report obtained
by the Bank or its agent on the Book-Entry System's accounting system, internal
accounting control and procedures for safeguarding securities deposited in the
Book-Entry System;

     6.5  Use of a Depository.  Provided (i) the Bank has received a
          -------------------
certified copy of a resolution of the Board specifically approving deposits in
DTC or other such Depository and (ii) for any subsequent changes to such
arrangements following such approval, the Board has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that the Board has withdrawn its approval:

          (a) The Bank may use a Depository to hold, receive, exchange, release,
lend, deliver and otherwise deal with Portfolio Securities including stock
dividends, rights and other items of like nature, and to receive and remit to
the Bank on behalf of the Fund all income and other payments thereon and to take
all steps necessary and proper in connection with the collection thereof;

          (b) Registration of Portfolio Securities may be made in the name of
any nominee or nominees used by such Depository;

          (c) Payment for securities purchased and sold may be made through the
clearing medium employed by such Depository for transactions of participants
acting through it. Upon any purchase of Portfolio Securities, payment will be
made only upon delivery of the securities to or for the account of the Fund and
the Fund shall pay cash collateral against the return of Portfolio Securities
loaned by the Fund only upon delivery of the Securities to or for the account of
the Fund; and upon any sale of Portfolio Securities, delivery of the Securities
will be made only against payment therefor or, in the event Portfolio Securities
are loaned, delivery of Securities will be made only against receipt of the
initial cash collateral to or for the account of the Fund; and

          (d) The Bank shall use its best efforts to provide that:

              (i) The Depository obtains replacement of any certificated
Portfolio Security deposited with it in the event such Security is lost,
destroyed, wrongfully taken or otherwise not available to be returned to the
Bank upon its request;

              (ii) Proxy materials received by a Depository with respect to
Portfolio Securities deposited with such Depository are forwarded immediately to
the Bank for prompt transmittal to the Fund;

              (iii)  Such Depository promptly forwards to the Bank confirmation
of any purchase or sale of Portfolio Securities and of the appropriate book
entry made by such Depository to the Fund's account;

              (iv) Such Depository prepares and delivers to the Bank such
records with respect to the performance of the Bank's obligations and duties
hereunder as may be necessary for the Fund to comply with the recordkeeping
requirements of Section 31(a) of the 1940 Act and Rule 31(a) thereunder; and

              (v) Such Depository delivers to the Bank all internal accounting
control reports, whether or not audited by an independent public accountant, as
well as such other reports as the Fund may reasonably request in order to verify
the Portfolio Securities held by such Depository.

     6.6  Use of Book-Entry System for Commercial Paper.  Provided (i) the
          ---------------------------------------------
Bank has received a certified copy of a resolution of the Board specifically
approving participation in a system maintained by the Bank for the holding of
commercial paper in book-entry form ("Book-Entry Paper") and (ii) for each year
following such

                                       7
<PAGE>

approval the Board has received and approved the arrangements, upon receipt of
Proper Instructions and upon receipt of confirmation from an Issuer (as defined
below) that the Fund has purchased such Issuer's Book-Entry Paper, the Bank
shall issue and hold in book-entry form, on behalf of the Fund, commercial paper
issued by issuers with whom the Bank has entered into a book-entry agreement
(the "Issuers"). In maintaining procedures for Book-Entry Paper, the Bank agrees
that:

          (a) The Bank will maintain all Book-Entry Paper held by the Fund in an
account of the Bank that includes only assets held by it for customers;

          (b) The records of the Bank with respect to the Fund's purchase of
Book-Entry Paper through the Bank will identify, by book-entry, commercial paper
belonging to the Fund which is included in the Book-Entry System and shall at
all times during the regular business hours of the Bank be open for inspection
by duly authorized officers, employees or agents of the Fund;

          (c) The Bank shall pay for Book-Entry Paper purchased for the account
of the Fund upon contemporaneous (i) receipt of advice from the Issuer that such
sale of Book-Entry Paper has been effected, and (ii) the making of an entry on
the records of the Bank to reflect such payment and transfer for the account of
the Fund;

          (d) The Bank shall cancel such Book-Entry Paper obligation upon the
maturity thereof upon contemporaneous (i) receipt of advice that payment for
such Book-Entry Paper has been transferred to the Fund, and (ii) the making of
an entry on the records of the Bank to reflect such payment for the account of
the Fund; and

          (e) The Bank will send to the Fund such reports on its system of
internal accounting control with respect to the Book-Entry Paper as the Fund may
reasonably request from time to time. .

     6.7  [Reserved]
          ----------

     6.8  Eurodollar CDs.  Any Portfolio Securities which are Eurodollar CDs
          --------------
may be physically held by the European branch of the U.S. banking institution
that is the issuer of such Eurodollar CD (a "European Branch"), provided that
such Portfolio Securities are identified on the books of the Bank as belonging
to the Fund and that the books of the Bank identify the European Branch holding
such Portfolio Securities. Notwithstanding any other provision of this Agreement
to the contrary, except as stated in the first sentence of this subsection 6.8,
the Bank shall be under no other duty with respect to such Eurodollar CDs
belonging to the Fund.

     6.9  Options and Futures Transactions.
          --------------------------------

           (a) Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-
               the-Counter.

               (i) The Bank shall take action as to put options ("puts") and
call options ("calls") purchased or sold (written) by the Fund regarding escrow
or other arrangements (i) in accordance with the provisions of any agreement
entered into upon receipt of Proper Instructions among the Bank, any broker-
dealer registered with the National Association of Securities Dealers, Inc. (the
"NASD"), and, if necessary, the Fund, relating to the compliance with the rules
of the Options Clearing Corporation and of any registered national securities
exchange, or of any similar organization or organizations.

               (ii) Unless another agreement requires it to do so, the Bank
shall be under no duty or obligation to see that the Fund has deposited or is
maintaining adequate margin, if required, with any broker in connection with any
option, nor shall the Bank be under duty or obligation to present such option to
the broker for exercise unless it receives Proper Instructions from the Fund.
The Bank shall have no responsibility for the legality of any put or call
purchased or sold on behalf of the Fund, the propriety of any such purchase or
sale, or the adequacy of any collateral delivered to a broker in connection with
an option or deposited to or withdrawn from a Segregated Account (as defined in
subsection 6.10 below). The Bank specifically, but not by way of limitation,

                                       8
<PAGE>

shall not be under any duty or obligation to: (i) periodically check or notify
the Fund that the amount of such collateral held by a broker or held in a
Segregated Account is sufficient to protect such broker or the Fund against any
loss; (ii) effect the return of any collateral delivered to a broker; or (iii)
advise the Fund that any option it holds, has or is about to expire. Such duties
or obligations shall be the sole responsibility of the Fund.

          (b)  Puts, Calls and Futures Traded on Commodities Exchanges

               (i) The Bank shall take action as to puts, calls and futures
contracts ("Futures") purchased or sold by the Fund in accordance with the
provisions of any agreement entered into upon the receipt of Proper Instructions
among the Fund, the Bank and a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Fund.

               (ii) The responsibilities of the Bank as to futures, puts and
calls traded on commodities exchanges, any Futures Commission Merchant account
and the Segregated Account shall be limited as set forth in subparagraph (a)(ii)
of this Section 6.9 as if such subparagraph referred to Futures Commission
Merchants rather than brokers, and Futures and puts and calls thereon instead of
options.

     6.10  Segregated Account.  The Bank shall upon receipt of Proper
           ------------------
Instructions establish and maintain a Segregated Account or Accounts for and on
behalf of the Fund.

          (a)  Cash and/or Portfolio Securities may be transferred into a
Segregated Account upon receipt of Proper Instructions in the following
circumstances:

               (i) in accordance with the provisions of any agreement among the
Fund, the Bank and a broker-dealer registered under the Exchange Act and a
member of the NASD or any Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange or the
Commodity Futures Trading Commission or any registered Contract Market, or of
any similar organizations regarding escrow or other arrangements in connection
with transactions by the Fund;

               (ii) for the purpose of segregating cash or securities in
connection with options purchased or written by the Fund or commodity futures
purchased or written by the Fund;

               (iii)  for the deposit of liquid assets, such as cash, U.S.
Government securities or other liquid securities, having a market value (marked
to market on a daily basis) at all times equal to not less than the aggregate
purchase price due on the settlement dates of all the Fund's then outstanding
forward commitment or "when-issued" agreements relating to the purchase of
Portfolio Securities and all the Fund's then outstanding commitments under
reverse repurchase agreements entered into with broker-dealer firms;

               (iv) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and Exchange Commission
relating to the maintenance of Segregated Accounts by registered investment
companies;

               (v) for other proper corporate purposes, but only, in the case of
this clause (v), upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board, or of the executive committee of
the Board signed by an officer of the Fund and certified by the Secretary or an
Assistant Secretary, setting forth the purpose or purposes of such Segregated
Account and declaring such purposes to be proper corporate purposes.

                                       9
<PAGE>

          (b) Cash and/or Portfolio Securities may be withdrawn from a
Segregated Account pursuant to Proper Instructions in the following
circumstances:

               (i) with respect to assets deposited in accordance with the
provisions of any agreements referenced in (a)(i) or (a)(ii) above, in
accordance with the provisions of such agreements;

               (ii) with respect to assets deposited pursuant to (a)(iii) or
(a)(iv) above, for sale or delivery to meet the Fund's obligations under
outstanding forward commitment or when-issued agreements for the purchase of
Portfolio Securities and under reverse repurchase agreements;

               (iii) for exchange for other liquid assets of equal or greater
value deposited in the Segregated Account;

               (iv) to the extent that the Fund's outstanding forward commitment
or when-issued agreements for the purchase of portfolio securities or reverse
repurchase agreements are sold to other parties or the Fund's obligations
thereunder are met from assets of the Fund other than those in the Segregated
Account;

               (v) for delivery upon settlement of a forward commitment or when-
issued agreement for the sale of Portfolio Securities; or

          (vi) with respect to assets deposited pursuant to (a)(v) above, in
accordance with the purposes of such account as set forth in Proper
Instructions.

      6.11  Interest Bearing Call or Time Deposits. The Bank shall, upon receipt
            --------------------------------------
of Proper Instructions relating to the purchase by the Fund of interest-bearing
fixed-term and call deposits, transfer cash, by wire or otherwise, in such
amounts and to such bank or banks as shall be indicated in such Proper
Instructions. The Bank shall include in its records with respect to the assets
of the Fund appropriate notation as to the amount of each such deposit, the
banking institution with which such deposit is made (the "Deposit Bank"), and
shall retain such forms of advice or receipt evidencing the deposit, if any, as
may be forwarded to the Bank by the Deposit Bank. Such deposits shall be deemed
Portfolio Securities of the Fund and the responsibility of the Bank therefore
shall be the same as and no greater than the Bank's responsibility in respect of
other Portfolio Securities of the Fund.

      6.12  Transfer of Securities. The Bank will transfer, exchange, deliver or
            ----------------------
release Portfolio Securities held by it hereunder, insofar as such Securities
are available for such purpose, provided that before making any transfer,
exchange, delivery or release under this Section only upon receipt of Proper
Instructions.  The Proper Instructions shall state that such transfer, exchange
or delivery is for a purpose permitted under the terms of this Section 6.12, and
shall specify the applicable subsection, or describe the purpose of the
transaction with sufficient particularity to permit the Bank to ascertain the
applicable subsection.  After receipt of such Proper Instructions, the Bank will
transfer, exchange, deliver or release Portfolio Securities only in the
following circumstances:

            (a) Upon sales of Portfolio Securities for the account of the Fund,
against contemporaneous receipt by the Bank of payment therefor in full, or
against payment to the Bank in accordance with generally accepted settlement
practices and customs in the jurisdiction or market in which the transaction
occurs, each such payment to be in the amount of the sale price shown in a
broker's confirmation of sale received by the Bank before such payment is made,
as confirmed in the Proper Instructions received by the Bank before such payment
is made;

            (b) In exchange for or upon conversion into other securities alone
or other securities and cash pursuant to any plan of merger, consolidation,
reorganization, share split-up, change in par value, recapitalization or
readjustment or otherwise, upon exercise of subscription, purchase or sale or
other similar rights represented by such Portfolio Securities, or for the
purpose of tendering shares in the event of a tender offer therefor, provided,
however, that in the event of an offer of exchange, tender offer, or other
exercise of rights requiring the physical tender or delivery of Portfolio
Securities, the Bank shall have no liability for failure to so tender in a
timely manner

                                       10
<PAGE>

unless such Proper Instructions are received by the Bank at least two business
days prior to the date required for tender, and unless the Bank (or its agent or
subcustodian hereunder) has actual possession of such Security at least two
business days prior to the date of tender;

          (c) Upon conversion of Portfolio Securities pursuant to their terms
into other securities;

          (d) For the purpose of redeeming in-kind shares of the Fund upon
authorization from the Fund;

          (e) In the case of option contracts owned by the Fund, for
presentation to the endorsing broker;

          (f) When such Portfolio Securities are called, redeemed or retired or
otherwise become payable;

          (g) For the purpose of effectuating the pledge of Portfolio Securities
held by the Bank in order to collateralize loans made to the Fund by any bank,
including the Bank; provided, however, that such Portfolio Securities will be
released only upon payment to the Bank for the account of the Fund of the moneys
borrowed, provided further, however, that in cases where additional collateral
is required to secure a borrowing already made, and such fact is made to appear
in the Proper Instructions, Portfolio Securities may be released for that
purpose without any such payment. In the event that any pledged Portfolio
Securities are held by the Bank, they will be so held for the account of the
lender, and after notice to the Fund from the lender in accordance with the
normal procedures of the lender and any loan agreement between the fund and the
lender that an event of deficiency or default on the loan has occurred, the Bank
may deliver such pledged Portfolio Securities to or for the account of the
lender;

          (h) for the purpose of releasing certificates representing Portfolio
Securities, against contemporaneous receipt by the Bank of the fair market value
of such security, as set forth in the Proper Instructions received by the Bank
before such payment is made;

          (i) for the purpose of delivering securities lent by the Fund to a
bank or broker dealer, but only against receipt in accordance with street
delivery custom except as otherwise provided herein, of adequate collateral as
agreed upon from time to time by the Fund and the Bank, and upon receipt of
payment in connection with any repurchase agreement relating to such securities
entered into by the Fund;

          (j) for other authorized transactions of the Fund or for other proper
corporate purposes; provided that before making such transfer, the Bank will
also receive a certified copy of resolutions of the Board, signed by an
authorized officer of the Fund (other than the officer certifying such
resolution) and certified by its Secretary or Assistant Secretary, specifying
the Portfolio Securities to be delivered, setting forth the transaction in or
purpose for which such delivery is to be made, declaring such transaction to be
an authorized transaction of the Fund or such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such securities
shall be made; and

          (k) upon termination of this Agreement as hereinafter set forth
pursuant to Section 8 and Section 16 of this Agreement.

     As to any deliveries made by the Bank pursuant to this Section 6.12,
securities or cash receivable in exchange therefor shall be delivered to the
Bank.

     7.  Redemptions.  In the case of payment of assets of the Fund held by the
         -----------
Bank in connection with redemptions and repurchases by the Fund of outstanding
common shares, the Bank will rely on notification by the Fund's transfer agent
of receipt of a request for redemption and certificates, if issued, in proper
form for redemption before such payment is made. Payment shall be made in
accordance with the Articles of Incorporation or Declaration of Trust and By-
laws of the Fund (the "Articles"), from assets available for said purpose.

                                       11
<PAGE>

     8.  Merger, Dissolution, etc. of Fund.  In the case of the following
         ---------------------------------
transactions, not in the ordinary course of business, namely, the merger of the
Fund into or the consolidation of the Fund with another investment company, the
sale by the Fund of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of the Fund and
distribution of its assets, the Bank will deliver the Portfolio Securities held
by it under this Agreement and disburse cash only upon the order of the Fund set
forth in an Officers' Certificate, accompanied by a certified copy of a
resolution of the Board authorizing any of the foregoing transactions. Upon
completion of such delivery and disbursement and the payment of the fees,
disbursements and expenses of the Bank, this Agreement will terminate and the
Bank shall be released from any and all obligations hereunder.

     9.  Actions of Bank Without Prior Authorization.  Notwithstanding anything
         -------------------------------------------
herein to the contrary, unless and until the Bank receives an Officers'
Certificate to the contrary, the Bank will take the following actions without
prior authorization or instruction of the Fund or the transfer agent:

      9.1  Endorse for collection and collect on behalf of and in the name of
the Fund all checks, drafts, or other negotiable or transferable instruments or
other orders for the payment of money received by it for the account of the Fund
and hold for the account of the Fund all income, dividends, interest and other
payments or distributions of cash with respect to the Portfolio Securities held
thereunder;

      9.2  Present for payment all coupons and other income items held by it for
the account of the Fund which call for payment upon presentation and hold the
cash received by it upon such payment for the account of the Fund;

      9.3  Receive and hold for the account of the Fund all securities received
as a distribution on Portfolio Securities as a result of a stock dividend, share
split-up, reorganization, recapitalization, merger, consolidation, readjustment,
distribution of rights and similar securities issued with respect to any
Portfolio Securities held by it hereunder.

      9.4  Execute as agent on behalf of the Fund all necessary ownership and
other certificates and affidavits required by the Internal Revenue Code or the
regulations of the Treasury Department issued thereunder, or by the laws of any
state, now or hereafter in effect, inserting the Fund's name on such
certificates as the owner of the securities covered thereby, to the extent it
may lawfully do so and as may be required to obtain payment in respect thereof.
The Bank will execute and deliver such certificates in connection with Portfolio
Securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any State;

      9.5  Present for payment all Portfolio Securities which are called,
redeemed, retired or otherwise become payable, and hold cash received by it upon
payment for the account of the Fund; and

      9.6  Exchange interim receipts or temporary securities for definitive
securities.

     10.  Collections and Defaults. The Bank will use reasonable efforts to
          ------------------------
collect any funds which may to its knowledge become collectible arising from
Portfolio Securities, including dividends, interest and other income, and to
transmit to the Fund notice actually received by it of any call for redemption,
offer of exchange, right of subscription, reorganization or other proceedings
affecting such Securities.  If Portfolio Securities upon which such income is
payable are in default or payment is refused after due demand or presentation,
the Bank will notify the Fund in writing of any default or refusal to pay within
two business days from the day on which it receives knowledge of such default or
refusal.

     11.  Maintenance of Records and Accounting Services.  The Bank will
          ----------------------------------------------
maintain records with respect to transactions for which the Bank is responsible
pursuant to the terms and conditions of this Agreement, and in compliance with
the applicable rules and regulations of the 1940 Act.  The books and records of
the Bank

                                       12
<PAGE>

pertaining to its actions under this Agreement and reports by the Bank or its
independent accountants concerning its accounting system, procedures for
safeguarding securities and internal accounting controls will be open to
inspection and audit at reasonable times by officers of or auditors employed by
the Fund and will be preserved by the Bank in the manner and in accordance with
the applicable rules and regulations under the 1940 Act.

     The Bank shall perform fund accounting and shall keep the books of account
and render statements or copies from time to time as reasonably requested by the
Treasurer or any executive officer of the Fund.

     The Bank shall assist generally in the preparation of reports to
shareholders and others, audits of accounts, and other ministerial matters of
like nature.

     12.  Fund Evaluation and Yield Calculation
          -------------------------------------

      12.1  Fund Evaluation. The Bank shall compute and, unless otherwise
            ---------------
directed by the Board, determine as of the close of regular trading on the New
York Stock Exchange on each day on which said Exchange is open for unrestricted
trading and as of such other days, or hours, if any, as may be authorized by the
Board,  the net asset value and the public offering price of a share of capital
stock of the Fund, such determination to be made in accordance with the
provisions of the Articles and By-laws of the Fund and the Prospectus and
Statement of Additional Information relating to the Fund, as they may from time
to time be amended, and any applicable resolutions of the Board at the time in
force and applicable; and on each Friday on which a net asset value is
calculated to promptly notify the Fund, the proper exchange and the NASD or such
other persons as the Fund may request of the results of such computation and
determination. In computing the net asset value hereunder, the Bank may rely in
good faith upon information furnished to it by any Authorized Person in respect
of (i) the manner of accrual of the liabilities of the Fund and in respect of
liabilities of the Fund not appearing on its books of account kept by the Bank,
(ii) reserves, if any, authorized by the Board or that no such reserves have
been authorized, (iii) the source of the quotations to be used in computing the
net asset value, (iv) the value to be assigned to any security for which no
price quotations are available, and (v) the method of computation of the public
offering price on the basis of the net asset value of the shares, and the Bank
shall not be responsible for any loss occasioned by such reliance or for any
good faith reliance on any quotations received from a source pursuant to (iii)
above.

      12.2.  Yield Calculation.  The Bank will compute the performance results
             ------------------
of the Fund (the "Yield Calculation") in accordance with the provisions of
Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases")
promulgated by the Securities and Exchange Commission, and any subsequent
amendments to, published interpretations of or general conventions accepted by
the staff of the Securities and Exchange Commission with respect to such
releases or the subject matter thereof ("Subsequent Staff Positions"), subject
to the terms set forth below:

             (a) The Bank shall compute the Yield Calculation for the Fund for
the stated periods of time as shall be mutually agreed upon, and communicate in
a timely manner the result of such computation to the Fund.

             (b) In performing the Yield Calculation, the Bank will derive the
items of data necessary for the computation from the records it generates and
maintains for the Fund pursuant Section 11 hereof.  The Bank shall have no
responsibility to review, confirm, or otherwise assume any duty or liability
with respect to the accuracy or correctness of any such data supplied to it by
the Fund, any of the Fund's designated agents or any of the Fund's designated
third party providers.

             (c) At the request of the Bank, the Fund shall provide, and the
Bank shall be entitled to rely on, written standards and guidelines to be
followed by the Bank in interpreting and applying the computation methods set
forth in the Releases or any Subsequent Staff Positions as they specifically
apply to the Fund. In the event that the computation methods in the Releases or
the Subsequent Staff Positions or the application to the Fund of a standard or
guideline is not free from doubt or in the event there is any question of
interpretation as to the characterization of a particular security or any aspect
of a security or a payment with respect thereto (e.g., original

                                       13
<PAGE>

issue discount, participating debt security, income or return of capital, etc.)
or otherwise or as to any other element of the computation which is pertinent to
the Fund, the Fund or its designated agent shall have the full responsibility
for making the determination of how the security or payment is to be treated for
purposes of the computation and how the computation is to be made and shall
inform the Bank thereof on a timely basis. The Bank shall have no responsibility
to make independent determinations with respect to any item which is covered by
this Section, and shall not be responsible for its computations made in
accordance with such determinations so long as such computations are
mathematically correct.

          (d) The Fund shall keep the Bank informed of all publicly available
information and of any non-public advice, or information obtained by the Fund
from its independent auditors or by its personnel or the personnel of its
investment adviser, or Subsequent Staff Positions related to the computations to
be undertaken by the Bank pursuant to this Agreement and the Bank shall not be
deemed to have knowledge of such information (except as contained in the
Releases) unless it has been furnished to the Bank in writing.

     13.  Additional Services.  The Bank shall perform the additional services
          -------------------
for the Fund as are set forth on Appendix C hereto.  Appendix C may be amended
                                 ----------          ----------
from time to time upon agreement of the parties to include further additional
services to be provided by the Bank to the Fund, at which time the fees set
forth in Appendix B shall be appropriately increased.
         ----------

     14.  Duties of the Bank.
          ------------------

      14.1  Performance of Duties and Standard of Care.  In performing its
            ------------------------------------------
duties hereunder and any other duties listed on any Schedule hereto, if any, the
Bank will be entitled to receive and act upon the advice of independent counsel
of its own selection, which may be counsel for the Fund, and will be without
liability for any action taken or thing done or omitted to be done in accordance
with this Agreement in good faith in conformity with such advice.

     The Bank will be under no duty or obligation to inquire into and will not
be liable for:

            (a) the validity of the issue of any Portfolio Securities purchased
by or for the Fund, the legality of the purchases thereof or the propriety of
the price incurred therefor;

            (b) the legality of any sale of any Portfolio Securities by or for
the Fund or the propriety of the amount for which the same are sold;

            (c) the legality of an issue or sale of any common shares of the
Fund or the sufficiency of the amount to be received therefor;

            (d) the legality of the repurchase of any common shares of the Fund
or the propriety of the amount to be paid therefor;

            (e) the legality of the declaration of any dividend by the Fund or
the legality of the distribution of any Portfolio Securities as payment in kind
of such dividend; and

            (f) any property or moneys of the Fund unless and until received by
it, and any such property or moneys delivered or paid by it pursuant to the
terms hereof.

      Moreover, the Bank will not be under any duty or obligation to ascertain
whether any Portfolio Securities at any time delivered to or held by it for the
account of the Fund are such as may properly be held by the Fund under the
provisions of its Articles, By-laws, any federal or state statutes or any rule
or regulation of any governmental agency.

                                       14
<PAGE>

      14.2  Agents and Subcustodians with Respect to Property of the Fund Held
            ------------------------------------------------------------------
in the United States.  The Bank may employ agents of its own selection in the
- --------------------
performance of its duties hereunder and shall be responsible for the acts and
omissions of such agents as if performed by the Bank hereunder.  Without
limiting the foregoing, certain duties of the Bank hereunder may be performed by
one or more affiliates of the Bank.

      Upon receipt of Proper Instructions, the Bank may employ subcustodians
selected by or at the direction of the Fund, provided that any such subcustodian
meets at least the minimum qualifications required by Section 17(f)(1) of the
1940 Act to act as a custodian of the Fund's assets with respect to property of
the Fund held in the United States. The Bank shall have no liability to the Fund
or any other person by reason of any act or omission of any such subcustodian
and the Fund shall indemnify the Bank and hold it harmless from and against any
and all actions, suits and claims, arising directly or indirectly out of the
performance of any subcustodian. Upon request of the Bank, the Fund shall assume
the entire defense of any action, suit, or claim subject to the foregoing
indemnity. The Fund shall pay all fees and expenses of any subcustodian.

      14.3  Duties of the Bank with Respect to Property of the Fund Held Outside
            --------------------------------------------------------------------
of the United States.
- --------------------

            (a) Appointment of Foreign Custody Manager.
                --------------------------------------

                (i) If the Fund has appointed the Bank Foreign Custody Manager
(as that term is defined in Rule 17f-5 under the 1940 Act), the Bank's duties
and obligations with respect to the Fund's Portfolio Securities and other assets
maintained outside the United States shall be, to the extent not set forth
herein, as set forth in the Delegation Agreement between the Fund and the Bank
(the "Delegation Agreement").

                (ii) If the Fund has appointed any other person or entity
Foreign Custody Manager, the Bank shall act only upon Proper Instructions from
the Fund with regard to any of the Fund's Portfolio Securities or other assets
held or to be held outside of the United States, and the Bank shall be without
liability for any Claim (as that term is defined in Section 15 hereof) arising
out of maintenance of the Fund's Portfolio Securities or other assets outside of
the United States. The Fund also agrees that it shall enter into a written
agreement with such Foreign Custody Manager that shall obligate such Foreign
Custody Manager to provide to the Bank in a timely manner all information
required by the Bank in order to complete its obligations hereunder. The Bank
shall not be liable for any Claim arising out of the failure of such Foreign
Custody Manager to provide such information to the Bank.

          (b) Segregation of Securities.  The Bank shall identify on its books
              -------------------------
as belonging to the Fund the Foreign Portfolio Securities held by each foreign
sub-custodian (each an "Eligible Foreign Custodian") selected by the Foreign
Custody Manager, subject to receipt by the Bank of the necessary information
from such Eligible Foreign Custodian if the Foreign Custody Manager is not the
Bank.

          (c) Access of Independent Accountants of the Fund.  If the Bank is the
              ---------------------------------------------
Fund's Foreign Custody Manager, upon request of the Fund, the Bank will use its
best efforts to arrange for the independent accountants of the Fund to be
afforded access to the books and records of any foreign banking institution
employed as an Eligible Foreign Custodian insofar as such books and records
relate to the performance of such foreign banking institution with regard to the
Fund's Portfolio Securities and other assets.

          (d) Reports by Bank. If the Bank is the Fund's Foreign Custody
              ---------------
Manager, the Bank will supply to the Fund the reports required under the
Delegation Agreement.

          (e) Transactions in Foreign Custody Account.  Transactions with
              ---------------------------------------
respect to the assets of the Fund held by an Eligible Foreign Custodian shall be
effected pursuant to Proper Instructions from the Fund to the Bank and shall be
effected in accordance with the applicable agreement between the Foreign Custody
Manager and such Eligible Foreign Custodian.  If at any time any Foreign
Portfolio Securities shall be registered in the name of

                                       15
<PAGE>

the nominee of the Eligible Foreign Custodian, the Fund agrees to hold any such
nominee harmless from any liability by reason of the registration of such
securities in the name of such nominee.

          Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for Foreign Portfolio Securities received for the account
of the Fund and delivery of Foreign Portfolio Securities maintained for the
account of the Fund may be effected in accordance with the customary established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including, without
limitation, delivering securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from such purchaser
or dealer.

          In connection with any action to be taken with respect to the Foreign
Portfolio Securities held hereunder, including, without limitation, the exercise
of any voting rights, subscription rights, redemption rights, exchange rights,
conversion rights or tender rights, or any other action in connection with any
other right, interest or privilege with respect to such Securities
(collectively, the "Rights"), the Bank shall promptly transmit to the Fund such
information in connection therewith as is made available to the Bank by the
Eligible Foreign Custodian, and shall promptly forward to the applicable
Eligible Foreign Custodian any instructions, forms or certifications with
respect to such Rights, and any instructions relating to the actions to be taken
in connection therewith, as the Bank shall receive from the Fund pursuant to
Proper Instructions.  Notwithstanding the foregoing, the Bank shall have no
further duty or obligation with respect to such Rights, including, without
limitation, the determination of whether the Fund is entitled to participate in
such Rights under applicable U.S. and foreign laws, or the determination of
whether any action proposed to be taken with respect to such  Rights by the Fund
or by the applicable Eligible Foreign Custodian will comply with all applicable
terms and conditions of any such Rights or any applicable laws or regulations,
or market practices within the market in which such action is to be taken or
omitted.

          (f) Tax Law.  The Bank shall have no responsibility or liability for
              -------
any obligations now or hereafter imposed on the Fund or the Bank as custodian of
the Fund by the tax laws of any jurisdiction, and it shall be the responsibility
of the Fund to notify the Bank of the obligations imposed on the Fund or the
Bank as the custodian of the Fund by the tax law of any non-U.S. jurisdiction,
including responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting.  The sole
responsibility of the Eligible Foreign Custodian with regard to such tax law
shall be to use reasonable efforts to assist the Fund with respect to any claim
for exemption or refund under the tax law of jurisdictions for which the Fund
has provided such information.

      14.4  Insurance.  The Bank shall use the same care with respect to the
            ---------
safekeeping of Portfolio Securities and cash of the Fund held by it as it uses
in respect of its own similar property but it need not maintain any special
insurance for the benefit of the Fund.

      14.5.  Fees and Expenses of the Bank.  The Fund will pay or reimburse the
             -----------------------------
Bank from time to time for any transfer taxes payable upon transfer of Portfolio
Securities made hereunder, and for all necessary proper disbursements, expenses
and charges made or incurred by the Bank in the performance of this Agreement
(including any duties listed on any Schedule hereto, if any) including any
indemnities for any loss, liabilities or expense to the Bank as provided above.
For the services rendered by the Bank hereunder, the Fund will pay to the Bank
such compensation or fees at such rate and at such times as shall be agreed upon
in writing by the parties from time to time. The Bank will also be entitled to
reimbursement by the Fund for all reasonable expenses incurred in conjunction
with termination of this Agreement.

      14.6  Advances by the Bank. The Bank may, in its sole discretion, advance
            --------------------
funds on behalf of the Fund to make any payment permitted by this Agreement upon
receipt of any proper authorization required by this Agreement for such payments
by the Fund. Should such a payment or payments, with advanced funds, result in
an overdraft (due to insufficiencies of the Fund's account with the Bank, or for
any other reason) this Agreement

                                       16
<PAGE>

deems any such overdraft or related indebtedness a loan made by the Bank to the
Fund payable on demand. Such overdraft shall bear interest at the current rate
charged by the Bank for such loans unless the Fund shall provide the Bank with
agreed upon compensating balances. The Fund agrees that the Bank shall have a
continuing lien and security interest to the extent of any overdraft or
indebtedness or to the extent required by law, whichever is greater, in and to
any property at any time held by it for the Fund's benefit or in which the Fund
has an interest and which is then in the Bank's possession or control (or in the
possession or control of any third party acting on the Bank's behalf). The Fund
authorizes the Bank, in the Bank's sole discretion, at any time to charge any
overdraft or indebtedness, together with interest due thereon, against any
balance of account standing to the credit of the Fund on the Bank's books.

15.  Limitation of Liability.
     -----------------------

      15.1  Notwithstanding anything in this Agreement to the contrary, in no
event shall the Bank or any of its officers, directors, employees or agents
(collectively, the "Indemnified Parties") be liable to the Fund or any third
party, and the Fund shall indemnify and hold the Bank and the Indemnified
Parties harmless from and against any and all loss, damage, liability, actions,
suits, claims, costs and expenses, including legal fees, (a "Claim") arising as
a result of any act or omission of the Bank or any Indemnified Party under this
Agreement, except for any Claim resulting solely from the negligence, willful
misfeasance or bad faith of the Bank or any Indemnified Party.  Without limiting
the foregoing, neither the Bank nor the Indemnified Parties shall be liable for,
and the Bank and the Indemnified Parties shall be indemnified against, any Claim
arising as a result of:

            (a) Any act or omission by the Bank or any Indemnified Party in good
faith reliance upon the terms of this Agreement, any Officer's Certificate,
Proper Instructions, resolution of the Board, telegram, telecopier, notice,
request, certificate or other instrument reasonably believed by the Bank to
genuine;

            (b) Any act or omission of any subcustodian selected by or at the
direction of the Fund;

            (c) Any act or omission of any Foreign Custody Manager other than
the Bank or any act or ommission of any Eligible Foreign Custodian if the Bank
is not the Foreign Custody Manager;

            (d) Any Corporate Action, distribution or other event related to
Portfolio Securities which, at the direction of the Fund, have not been
registered in the name of the Bank or its nominee;

            (e) Any Corporate Action requiring a Response for which the Bank has
not received Proper Instructions or obtained actual possession of all necessary
Securities, consents or other materials by 5:00 p.m. on the date specified as
the Response Deadline;

            (f) Any act or omission of any European Branch of a U.S. banking
institution that is the issuer of Eurodollar CDs in connection with any
Eurodollar CDs held by such European Branch;

            (g) Information relied on in good faith by the Bank and supplied by
any Authorized Person in connection with the calculation of (i) the net asset
value and public offering price of the shares of capital stock of the Fund or
(ii) the Yield Calculation; or

            (h) Any acts of God, earthquakes, fires, floods, storms or other
disturbances of nature, epidemics, strikes, riots, nationalization,
expropriation, currency restrictions, acts of war, civil war or terrorism,
insurrection, nuclear fusion, fission or radiation, the interruption, loss or
malfunction of utilities, transportation or computers (hardware or software) and
computer facilities, the unavailability of energy sources and other similar
happenings or events.

      15.2  Notwithstanding anything to the contrary in this Agreement, in no
event shall the Bank or the Indemnified Parties be liable to the Fund or any
third party for lost profits or lost revenues or any special,

                                       17
<PAGE>

consequential, punitive or incidental damages of any kind whatsoever in
connection with this Agreement or any activities hereunder.

      15.2  Year 2000 Compliance.  The Bank certifies that the occurrence in or
use by the Bank's own proprietary internal systems (the "Systems") of dates
before or after January 1, 2000 (the "Millennial Dates") will not adversely
affect the performance of the Systems with respect to date dependent data,
computations, output or other functions (including, without limitation,
calculating, computing and sequencing) and that the Systems will create, store
and generate output data related to or including Millennial Dates without errors
or omissions ("Year 2000 Compliance").

          The parties acknowledge that the Bank relies on automated data
communications with vendors, clients and other third parties, as well as certain
third party hardware and software providers such as Electronic Data Systems.
The Bank also relies on other third party relationships in the conduct of its
business.  For example, the Bank relies on the services of the landlords of its
facilities, telecommunication companies, utilities and commercial airlines,
among others.  The parties acknowledge that the Bank can make no certification
as to the Year 2000 Compliance of third-parties utilized by the Bank in its day
to day operations or with which the Systems interact or communicate, from which
the Systems receive data or to which the Systems send data.  The parties further
acknowledge that while the Bank has contacted such third-parties regarding Year
2000 Compliance and will use reasonable efforts to monitor the status of such
third-parties' Year 2000 Compliance, failure by such third-parties to achieve
timely Year 2000 Compliance could adversely affect the Bank's performance under
this Agreement.

          The Bank further certifies that it has or will have in place
contingency plans that it believes will mitigate business interruption caused by
failure of the Systems to be Year 2000 Compliant and/or failure of third parties
to be Year 2000 Compliant.  These contingency plans include, among other things,
supplemental staffing and procedures for manual processing of system-based
tasks.

     16.  Termination.
          -----------

      16.1  The term of this Agreement shall be three years commencing upon the
date hereof (the "Initial Term"), unless earlier terminated as provided herein.
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal Term") unless
notice of non-renewal is delivered by the non-renewing party to the other party
no later than ninety days prior to the expiration of the Initial Term or any
Renewal Term, as the case may be.

            (a) Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term in the event the other party violates any
material provision of this Agreement, provided that the non-violating party
gives written notice of such violation to the violating party and the violating
party does not cure such violation within 90 days of receipt of such notice.

            (b) Either party may terminate this Agreement during any Renewal
Term upon ninety days written notice to the other party. Any termination
pursuant to this paragraph 16.1(b) shall be effective upon expiration of such
ninety days, provided, however, that the effective date of such termination may
be postponed to a date not more than one hundred twenty days after delivery of
the written notice: (i) at the request of the Bank, in order to prepare for the
transfer by the Bank of all of the assets of the Fund held hereunder; or (ii) at
the request of the Fund, in order to give the Fund an opportunity to make
suitable arrangements for a successor custodian.

      16.2  In the event of the termination of this Agreement, the Bank will
immediately upon receipt or transmittal, as the case may be, of notice of
termination, commence and prosecute diligently to completion the transfer of all
cash and the delivery of all Portfolio Securities duly endorsed and all records
maintained under Section 11 to the successor custodian when appointed by the
Fund.  The obligation of the Bank to deliver and transfer over the assets of the
Fund held by it directly to such successor custodian will commence as soon as
such

                                       18
<PAGE>

successor is appointed and will continue until completed as aforesaid. If the
Fund does not select a successor custodian within ninety (90) days from the date
of delivery of notice of termination the Bank may, subject to the provisions of
subsection 16.3, deliver the Portfolio Securities and cash of the Fund held by
the Bank to a bank or trust company of the Bank's own selection which meets the
requirements of Section 17(f)(1) of the 1940 Act and has a reported capital,
surplus and undivided profits aggregating not less than $2,000,000, to be held
as the property of the Fund under terms similar to those on which they were held
by the Bank, whereupon such bank or trust company so selected by the Bank will
become the successor custodian of such assets of the Fund with the same effect
as though selected by the Board. Thereafter, the Bank shall be released from any
and all obligations under this Agreement.

      16.3  Prior to the expiration of ninety (90) days after notice of
termination has been given, the Fund may furnish the Bank with an order of the
Fund advising that a successor custodian cannot be found willing and able to act
upon reasonable and customary terms and that there has been submitted to the
shareholders of the Fund the question of whether the Fund will be liquidated or
will function without a custodian for the assets of the Fund held by the Bank.
In that event the Bank will deliver the Portfolio Securities and cash of the
Fund held by it, subject as aforesaid, in accordance with one of such
alternatives which may be approved by the requisite vote of shareholders, upon
receipt by the Bank of a copy of the minutes of the meeting of shareholders at
which action was taken, certified by the Fund's Secretary and an opinion of
counsel to the Fund in form and content satisfactory to the Bank.  Thereafter,
the Bank shall be released from any and all obligations under this Agreement.

      16.4  The Fund shall reimburse the Bank for any reasonable expenses
incurred by the Bank in connection with the termination of this Agreement.

      16.5  At any time after the termination of this Agreement, the Fund may,
upon written request, have reasonable access to the records of the Bank relating
to its performance of its duties as custodian.

     17.  Confidentiality.  Both parties hereto agree than any non-public
          ---------------
information obtained hereunder concerning the other party is confidential and
may not be disclosed without the consent of the other party, except as may be
required by applicable law or at the request of a governmental agency.  The
parties further agree that a breach of this provision would irreparably damage
the other party and accordingly agree that each of them is entitled, in addition
to all  other remedies at law or in equity to an injunction or injunctions
without bond or other security to prevent breaches of this provision.

     18.  Notices. Any notice or other instrument in writing authorized or
          -------
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and delivered via (I) United
States Postal Service registered mail, (ii) telecopier with written
confirmation, (iii) hand delivery with signature to such party at its office at
the address set forth below, namely:

                                       19
<PAGE>

          (a)  In the case of notices sent to the Fund to:

               Trust Company of the West
               865 South Figueroa Street
               Los Angeles, CA 90017
               Attn:  Peter C. DiBona
               With a copy to:  Phil K. Holl, Associate General Counsel

          (b)  In the case of notices sent to the Bank to:

               Investors Bank & Trust Company
               200 Clarendon Street, P.O. Box 9130
               Boston, Massachusetts 02117-9130
               Attention: Geoffrey M. O'Connell, Director - Client Management
               With a copy to:  John E. Henry, General Counsel

          or at such other place as such party may from time to time designate
in writing.

     19.  Amendments.  This Agreement may not be altered or amended, except by
          ----------
an instrument in writing, executed by both parties.

     20.  Parties.  This Agreement will be binding upon and shall inure to the
          -------
benefit of the parties hereto and their respective successors and assigns;
provided, however, that this Agreement will not be assignable by the Fund
without the written consent of the Bank or by the Bank without the written
consent of the Fund, authorized and approved by its Board; and provided further
that termination proceedings pursuant to Section 16 hereof will not be deemed to
be an assignment within the meaning of this provision.

     21.  Governing Law. This Agreement and all performance hereunder will be
          -------------
governed by the laws of the Commonwealth of Massachusetts, without regard to
conflict of laws provisions.

     22.  Counterparts.  This Agreement may be executed in any number of
          ------------
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.

     23.  Entire Agreement.  This Agreement, together with its Appendices,
          ----------------
constitutes the sole and entire agreement between the parties relating to the
subject matter herein and does not operate as an acceptance of any conflicting
terms or provisions of any other instrument and terminates and supersedes any
and all prior agreements and undertakings between the parties relating to the
subject matter herein.

     24.  Limitation of Liability.  The Bank agrees that the obligations assumed
          -----------------------
by the Fund hereunder shall be limited in all cases to the assets of the Fund
and that the Bank shall not seek satisfaction of any such obligation from the
officers, agents, employees, trustees, or shareholders of the Fund.

                  [Remainder of Page Intentionally Left Blank]

                                       20
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first written above.


                                    TCW CONVERTIBLE SECURITIES FUND. INC.



                                    By:  /s/  Alvin R. Albe, Jr.
                                         ----------------------------
                                         Name:  Alvin R. Albe, Jr.
                                         Title: Senior Vice President


                                    INVESTORS BANK & TRUST COMPANY



                                    By:  /s/  Andrew M. Nesvet
                                         ---------------------------
                                         Name:   Andrew M. Nesvet
                                         Title:  Senior Director

                                       21
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.JJ
<SEQUENCE>7
<FILENAME>dex99jj.txt
<DESCRIPTION>FORM OF ADMINISTRATION AGREEMENT
<TEXT>

<PAGE>

                                                                      Exhibit jj



                            ADMINSTRATION AGREEMENT

                                    between

                     TCW CONVERTIBLE SECURITIES FUND, INC.

                                      and

                         INVESTORS BANK & TRUST COMPANY
<PAGE>

                            ADMINISTRATION AGREEMENT


     AGREEMENT effective September 1, 1999 by and between TCW CONVERTIBLE
SECURITIES FUND. INC., a corporation organized under the laws of Maryland (the
"Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company  (the
"Bank").

     WHEREAS, the Fund, a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of the separate
portfolios listed on Appendix A hereto; and
                     ----------

     WHEREAS, the Fund desires to retain the Bank to render certain
administrative services to the Fund and the Bank is willing to render such
services.

     NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:

     1.   Appointment.   The Fund hereby appoints the Bank to act as
          ------------
Administrator of the Fund on the terms set forth in this Agreement.  The Bank
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.

     2.   Delivery of Documents.   The Fund  has furnished the Bank with copies
          ----------------------
properly certified or authenticated of each of the following:

          (a)  Resolutions of the Fund's Board of Directors authorizing the
appointment of the Bank to provide certain administrative services to the Fund
and approving this Agreement;

          (b)  The Fund's incorporating documents filed with the state of
Maryland on January 13, 1987 and all amendments thereto (the "Articles");

          (c)  The Fund's by-laws and all amendments thereto (the "By-Laws");

          (d)  The Fund's agreements with all service providers which include
any investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");

          (e)  The Fund's most recent Registration Statement on Form N-2 (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act and all amendments thereto; and

          (f)  The Fund's most recent prospectus and statement of additional
information  (the "Prospectus"); and

          (g)  Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Bank in the proper performance of its
duties hereunder.

          The Fund will immediately furnish the Bank with copies of all
amendments of or supplements to the foregoing.  Furthermore, the Fund will
notify the Bank as soon as possible of any matter which may materially affect
the performance by the Bank of its services under this Agreement.

     3.   Duties of Administrator.  Subject to the supervision and direction of
          ------------------------
the Board of Directors of the Fund, the Bank, as Administrator, will assist in
conducting various aspects of the Fund's administrative operations and
undertakes to perform the services described in Appendix C hereto.  The Bank
                                                ----------
may, from time to time, perform additional duties and functions which shall be
set forth in an amendment to such Appendix C executed by both parties.  At such
                                  ----------
time, the fee schedule included in Appendix B hereto shall be appropriately
                                   ----------
amended.

                                       1
<PAGE>

          In performing all services under this Agreement, the Bank shall act in
conformity with the Fund's Articles and By-Laws and the 1940 Act, as the same
may be amended from time to time, and the investment objectives, investment
policies and other practices and policies set forth in the Fund's Registration
Statement, as the same may be amended from time to time.  Notwithstanding any
item discussed herein, the Bank has no discretion over the Fund's assets or
choice of investments and cannot be held liable for any problem relating to such
investments.

     4.   Duties of the Fund.
          -------------------

          (a)  The Fund agrees to make its legal counsel available to the Bank
for instruction with respect to any matter of law arising in connection with the
Bank's duties hereunder, and the Fund further agrees that the Bank shall be
entitled to rely on such instruction without further investigation on the part
of the Bank.

     5.   Fees and Expenses.
          ------------------

          (a)  For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, the Fund will
compensate the Bank in accordance with the fee schedule attached as Appendix C
                                                                    ----------
hereto.  Such fees do not include out-of-pocket disbursements (as delineated on
the fee schedule or other expenses with the prior approval of the Fund's
management) of the Bank for which the Bank shall be entitled to bill the Fund
separately and for which the Fund shall reimburse the Bank.

          (b)  The Bank shall not be required to pay any expenses incurred by
the Fund.

     6.   Limitation of Liability.
          ------------------------

          (a)  The Bank, its directors, officers, employees and agents shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of such obligations and duties, or by
reason of its reckless disregard thereof.  The Fund will indemnify the Bank, its
directors, officers, employees and agents against and hold it and them harmless
from any and all losses, claims, damages, liabilities or expenses (including
legal fees and expenses) resulting from any claim, demand, action or suit (i)
arising out of the actions or omissions of the Fund, including, but not limited
to, inaccurate Daily Sales Reports and misidentification of Exempt Transactions;
(ii) arising out of the offer or sale of any securities of the Fund in violation
of (x) any requirement under the federal securities laws or regulations, (y) any
requirement under the securities laws or regulations of any state, or (z) any
stop order or other determination or ruling by any federal or state agency with
respect to the offer or sale of such securities; or (iii) not resulting from the
willful misfeasance, bad faith or negligence of the Bank in the performance of
such obligations and duties or by reason of its reckless disregard thereof.

          (b)  The Bank may apply to the Fund at any time for instructions and
may consult counsel for the Fund, or its own counsel, and with accountants and
other experts with respect to any matter arising in connection with its duties
hereunder, and the Bank shall not be liable or accountable for any action taken
or omitted by it in good faith in accordance with such instruction, or with the
opinion of such counsel, accountants, or other experts.  The Bank shall not be
liable for any act or omission taken or not taken in reliance upon any document,
certificate or instrument which it reasonably believes to be genuine and to be
signed or presented by the proper person or persons.  The Bank shall not be held
to have notice of any change of authority of any officers, employees, or agents
of the Fund until receipt of written notice thereof has been received by the
Bank from the Fund.

                                       2
<PAGE>

          (c)  In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of acts of
God, strikes, legal constraint, government actions, war, emergency conditions,
interruption of electrical power or other utilities, equipment or transmission
failure or damage reasonably beyond its control or other causes reasonably
beyond its control, the Bank shall not be liable to the Fund for any damages
resulting from such failure to perform, delay in performance, or otherwise from
such causes.

          (d)  Notwithstanding anything to the contrary in this Agreement, in no
event shall the Bank be liable for special, incidental or consequential damages,
even if advised of the possibility of such damages.

          (e)  Year 2000 Compliance.  The Bank certifies that the occurrence in
               --------------------
or use by the Bank's own proprietary internal systems (the "Systems") of dates
before or after January 1, 2000 (the "Millennial Dates") will not adversely
affect the performance of the Systems with respect to date dependent data,
computations, output or other functions (including, without limitation,
calculating, computing and sequencing) and that the Systems will create, store
and generate output data related to or including Millennial Dates without errors
or omissions ("Year 2000 Compliance").

          The parties acknowledge that the Bank relies on automated data
communications with vendors, clients and other third parties, as well as certain
third party hardware and software providers such as Electronic Data Systems.
The Bank also relies on other third party relationships in the conduct of its
business.  For example, the Bank relies on the services of the landlords of its
facilities, telecommunication companies, utilities and commercial airlines,
among others.  The parties acknowledge that the Bank can make no certification
as to the Year 2000 Compliance of third-parties utilized by the Bank in its day
to day operations or with which the Systems interact or communicate, from which
the Systems receive data or to which the Systems send data.  The parties further
acknowledge that while the Bank has contacted such third-parties regarding Year
2000 Compliance and will use reasonable efforts to monitor the status of such
third-parties' Year 2000 Compliance, failure by such third-parties to achieve
timely Year 2000 Compliance could adversely affect the Bank's performance under
this Agreement.

          The Bank further certifies that it has or will have in place
contingency plans that it believes will mitigate business interruption caused by
failure of the Systems to be Year 2000 Compliant and/or failure of third parties
to be Year 2000 Compliant.  These contingency plans include, among other things,
supplemental staffing and procedures for manual processing of system-based
tasks.

     7.   Termination of Agreement.
          ------------------------

          (a)  The term of this Agreement shall be three years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein.  After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive one-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than ninety days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.

               (i) Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term in the event the other party violates any
material provision of this Agreement, provided that the violating party does not
cure such violation within ninety days of receipt of written notice from the
non-violating party of such violation.

               (ii) Either party may terminate this Agreement during any Renewal
Term upon ninety days written notice to the other party. Any termination
pursuant to this paragraph 7(a)(ii) shall be effective upon expiration of such
ninety days, provided, however, that the effective date of such termination may
be postponed, at the request of the Fund, to a date not more than one hundred
twenty

                                       3
<PAGE>

days after delivery of the written notice in order to give the Fund an
opportunity to make suitable arrangements for a successor administrator.

          (b)  At any time after the termination of this Agreement, the Fund
may, upon written request, have reasonable access to the records of the Bank
relating to its performance of its duties as Administrator.

     8.   Miscellaneous.
          --------------

          (a)  Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Bank shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.

          To the Fund:

               Trust Company of the West
               865 South Figueroa Street
               Los Angeles, CA 90017
               Attn:  Peter C. DiBona
               With a copy to:  Phil K. Holl, Associate General Counsel

          To the Bank:

               Investors Bank & Trust Company
               200 Clarendon Street, P.O. Box 9130
               Boston, MA  02117-9130
               Attention: Geoffrey M. O'Connell, Director, Client Management
               With a copy to:  John E. Henry, General Counsel

          (b)  This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.

          (c)  This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.

          (d)  This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.

          (e)  The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

          (f)  This Agreement may not be altered or amended, except by an
instrument in writing, executed by both parties.

     9.   Confidentiality.  All  books, records, information and data pertaining
          ----------------
to the business of the other party which are exchanged or received pursuant to
the negotiation  or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required in the performance of duties hereunder or as otherwise
required by law.

     10.  Use of Name.  The Fund shall not use the name of the Bank or any of
          -----------
its affiliates in any prospectus, sales literature or other material relating to
the Fund in a manner not approved by the Bank prior thereto in writing; provided
however, that the approval of the Bank shall not be required for any use of its
name which merely refers in accurate and factual terms to its appointment
hereunder or which is required by the Securities and Exchange Commission or any
state securities authority or any other

                                       4
<PAGE>

appropriate regulatory, governmental or judicial authority; provided further,
                                                            ----------------
that in no event shall such approval be unreasonably withheld or delayed.



                  [Remainder of Page Intentionally Left Blank]

                                       5
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.


                              TCW CONVERTIBLE SECURITIES FUND. INC.


                              By:  /s/ Alvin R. Albe, Jr.
                                   ---------------------------
                              Name:    Alvin R. Albe, Jr.

                              Title:   Senior Vice President


                              INVESTORS BANK & TRUST COMPANY


                              By:  /s/ Andrew M. Nesvet
                                   ------------------------

                              Name:    Andrew M. Nesvet

                              Title:   Senior Director

                                       6
<PAGE>

Appendices



          Appendix A...........................................  Portfolios

          Appendix B...........................................  Fee Schedule

          Appendix C...........................................  Services

                                       7
<PAGE>

                                   Appendix A
                                   ----------


Funds / Portfolios covered under this Agreement:


         *  TCW Convertible Securities Fund

                                       8
<PAGE>

                                  Appendix C:
                                  -----------

Services



Investors Bank and Trust Company will, under the terms and conditions of this
Agreement, provide the following mutual fund administration services:


     .  The Bank will monitor Fund expense accruals
     .  The Bank will calculate monthly total return and SEC yield
     .  The Bank will perform daily prospectus and SAI compliance monitoring
     .  The Bank will prepare financial statements
     .  The Bank will and file form N-SAR
     .  The Bank will determine taxable income


                                   APPENDIXES
                                   ----------


            Appendix A...........................................  Portfolios

            Appendix B...........................................  Fee Schedule

                                       9
<PAGE>

                                   Appendix A
                                   ----------


Funds / Portfolios covered under this Agreement:


         *  TCW Convertible Securities Fund

                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.JJJ
<SEQUENCE>8
<FILENAME>dex99jjj.txt
<DESCRIPTION>FORM OF SECURITIES LENDING AGREEMENT
<TEXT>

<PAGE>

                                                                     Exhibit jjj



                      SECURITIES LENDING AGENCY AGREEMENT

                                    between

                     TCW CONVERTIBLE SECURITIES FUND. INC.

                                      and

                         INVESTORS BANK & TRUST COMPANY
<PAGE>

                      SECURITIES LENDING AGENCY AGREEMENT


          AGREEMENT, effective September 1, 1999, between TCW CONVERTIBLE
SECURITIES FUND. INC. on behalf of the Portfolios listed on Schedule A, (the
"Lender"), and INVESTORS BANK & TRUST COMPANY, a trust company organized and
existing under the laws of the Commonwealth of Massachusetts (the "Bank").

          WHEREAS, the Bank currently acts as custodian for securities held by
it in the Account (as defined below) from time to time on behalf of the Lender;
and

          WHEREAS, the Lender desires to appoint the Bank as its agent for the
purpose of lending securities in the Account as more fully set forth below; and

            WHEREAS, the Bank has agreed to act as the Lender's agent for such
purpose pursuant to the terms hereof;

            NOW, THEREFORE, for and in consideration of the mutual promises set
forth herein, the parties hereto agree as follows:

1.  Definitions.
    -----------

          Whenever used in this Agreement, unless the context otherwise
requires, the following words shall have the meanings set forth below:

          1.1 "Account" shall mean the custodial account or accounts established
and maintained by the Bank on behalf of the Lender for the safekeeping of
securities and monies received by the Bank from time to time.

          1.2 "Approved Investment" shall mean any type of security,
participation or interest in property in which Cash Collateral may be invested
or reinvested, as set forth on Schedule I hereto (which may be amended from time
to time to add additional Approved Investments with the written consent of the
Bank and the Lender, or to delete any Approved Investment at the written
direction of the Lender).

          1.3 "Authorized Person" shall be any officer of the Lender and any
other person, whether or not any such person is an officer or employee of the
Lender, duly authorized by corporate resolutions of the Board of Directors or
Trustees, as the case may be, of the Lender to give Oral and/or Written
Instructions on behalf of the Lender, such persons to be designated in a
Certificate which contains a specimen signature of such person.

          1.4 "Book-Entry System" shall mean the Federal Reserve/Treasury book-
entry system for receiving and delivering Government Securities (as defined
herein), its successors and nominees.

          1.5 "Borrower" shall mean any entity named on Schedule II hereto (as
such Schedule may be amended from time to time to add additional Borrowers with
the written consent of the Bank and the Lender, or to delete any Borrower at the
written direction of the Lender) or any affiliate of such named entity.

          1.6 "Cash Collateral" shall mean either fed funds or New York Clearing
House funds, as applicable for a particular loan of Securities.

                                    Page 1
<PAGE>

          1.7 "Certificate" shall mean any notice, instruction, schedule or
other instrument in writing, authorized or required by this Agreement to be
given to the Bank, which is actually received by the Bank and signed on behalf
of the Lender by an Authorized Person or a person reasonably believed by the
Bank to be an Authorized Person.

          1.8 "Collateral" shall mean Cash Collateral unless the Bank and the
Lender have agreed in writing to additional collateral, including Government
Securities and Letters of Credit.

          1.9 "Collateral Account" shall mean an account established and
maintained by the Bank for the purpose of holding Collateral, Cash Collateral
and Approved Investments, interest, dividends and other payments and
distributions received with respect to Collateral and Approved Investments
("Distributions"), and any Securities Loan Fee paid by Borrowers in connection
with Securities loans hereunder.

          1.10 "Depository" shall mean the Depository Trust Company,
Participant's Trust Company, Euroclear, and any other securities depository or
clearing agency (and their respective successors and nominees) authorized under
applicable law or regulation to act as a securities depository or clearing
agency, as set forth on Schedule IV hereto.

          1.11 "Government Security" shall mean book-entry Treasury securities
(as defined in Subpart 0 of Treasury Department Circular No. 300, 31 C.F.R. 306)
and any other securities issued or fully guaranteed by the United States
government or any agency or instrumentality of the United States government.

          1.12 "Letter of Credit" shall mean a clean, unconditional and
irrevocable letter of credit in favor of the Bank as agent for the Lender issued
by a bank named on Schedule III hereto as may be amended from time to time to
add additional banks by the written consent of the parties hereto, or to delete
any Bank at the written direction of the Lender.

          1.13 "Oral Instructions" shall mean verbal instructions actually
received by the Bank from an Authorized Person or from a person reasonably
believed by the Bank to be an Authorized Person.

          1.14 "Rebate" shall mean the amount payable by the Lender to a
Borrower (as set forth in a Receipt) in connection with Securities loans at any
time collateralized by Cash Collateral.

          1.15 "Receipt" shall mean an advice or confirmation setting forth the
terms of a particular loan of Securities hereunder, including, without
limitation, the Collateral with respect to such loan.

          1.16 "Securities Borrowing Agreement" shall mean with, respect to any
Borrower, the agreement pursuant to which the Bank lends securities on behalf of
its customers (including the Lender) to such Borrower as may be amended from
time to time.

          1.17 "Securities Loan Fee" shall mean the amount payable by a Borrower
to the Bank pursuant to the applicable Securities Borrowing Agreement in
connection with Securities loans, if any, collateralized by Collateral other
than Cash Collateral.

          1.18 "Security" shall mean any Government Securities, non-U.S.
securities, common stock and other equity securities, bonds, debentures,
corporate debt securities, notes, mortgages or other obligations, and any
certificates, warrants or other instruments representing rights to receive,
purchase, or subscribe

                                       2
<PAGE>

for the same, or evidencing or representing any other rights or interests
therein, which are available for lending pursuant to Section 2.2 of this
Agreement.

          1.19 "Written Instructions" shall mean written communications actually
received by the Bank from an Authorized Person or from a person reasonably
believed by the Bank to be an Authorized Person by letter, memorandum, telegram,
cable, telex, telecopy facsimile, computer, video (CRT) terminal or other on-
line system, or any other method whereby the Bank is able to verify with a
reasonable degree of certainty the identity of the sender of such communications
or the sender is required to provide a password or other identification code.

2.  Appointment; Scope of Agency Authority.
    --------------------------------------

          2.1 Appointment. The Lender hereby appoints the Bank as its agent to
              -----------
lend Securities in the Account to Borrowers from time to time as hereinafter set
forth, and the Bank hereby accepts appointment as such agent and agrees to so
act.

          2.2 Securities Subject to Lending. The Lender shall keep on file with
              -----------------------------
the Bank a list of those securities maintained in the Account which, at the sole
discretion of the Lender, are available for lending pursuant to this Agreement.
Such list may be amended from time to time and at any time by the Lender
pursuant to Written or Oral Instructions, provided however that the Bank is
authorized to enter into a loan pursuant to this Agreement with respect to any
Security appearing on such list, and the only obligation of the Bank with
respect to any Security which has been deleted from such list shall be to
terminate any outstanding loan with respect to such Security in accordance with
the terms of the applicable Securities Borrowing Agreement and to refrain from
lending any such Security in the future unless added back to the list.

          2.3 Securities Borrowing Agreement. The Lender hereby acknowledges
              ------------------------------
receipt of a Securities Borrowing Agreement with respect to each Borrower and
authorizes the Bank to lend Securities in the Account to Borrowers pursuant to
such agreements. The Bank shall promptly provide the Lender with copies of any
material amendments or changes to such agreements.  The Lender may elect to
terminate any Borrower from Schedule II if it opposes the change.

          2.4 Loan Opportunities. The Lender acknowledges and agrees that the
              ------------------
Bank shall have the right to decline to make any loans of Securities under any
Securities Borrowing Agreement and to discontinue lending under any Securities
Borrowing Agreement in its sole discretion and without notice to the Lender. The
Lender agrees that it shall have no claim against the Bank based on, or relating
to, loans made for other customers or for the Bank's own account, or loan
opportunities refused hereunder, whether or not the Bank has made fewer or more
loans for any other customer or for the Bank's own account than for the Lender,
and whether or not any loan for another customer or for the Bank's own account,
or the opportunity refused, could have resulted in loans made hereunder.

          2.5 Use of Book-Entry System and Depositories. The Lender hereby
              -----------------------------------------
authorizes the Bank on a continuous and on-going basis, to deposit in the Book-
Entry System and the applicable Depositories set forth on Schedule IV hereto all
Securities eligible for deposit therein and to utilize the Book-Entry System and
Depositories to the extent possible in connection with its receipt and delivery
of Securities, Collateral, Approved Investments and monies under this Agreement.
Where Securities, Collateral (other than Cash Collateral) and Approved
Investments eligible for deposit in the Book-Entry System or a Depository are
transferred to the Account, the Bank shall identify as belonging to the Lender a
quantity of securities in a fungible bulk of securities shown on the Bank's
account on the books of the Book-Entry System or the applicable Depository.
Securities, Collateral and Approved Investments deposited in the Book-Entry

                                       3
<PAGE>

System or a Deposit will be represented in accounts which include only assets
held by the Bank for customers, including but not limited to accounts in which
the Bank acts in a fiduciary or agency capacity.

3. Representations and Warranties.
   ------------------------------

          3.1  Lender's Representations  The Lender hereby represents and
               ------------------------
warrants to the Bank, which representations and warranties shall be deemed to be
continuing and to be reaffirmed on any day that a Securities loan hereunder is
outstanding, that:

          (a) This Agreement is, and each Securities loan and Approved
Investment will be, legally and validly entered into by the Lender, does not,
and will not, violate any statute, regulation, rule, order or, judgment binding
on the Lender, or any provision of the Lender's charter or by-laws, or any
agreement binding on the Lender or affecting its property, and is enforceable
against the Lender in accordance with its terms, except as may be limited by
bankruptcy, insolvency or similar laws, or by equitable principles relating to
or limiting creditors rights generally;

          (b) The person executing this Agreement and all Authorized Persons
acting on behalf of the Lender has and have been duly and properly authorized to
do so;

          (c) It is lending Securities as principal for its own account and it
will not transfer, assign or encumber its interest in, or rights with respect
to, any securities loans;

          (d) All Securities subject to lending pursuant to Section 2.2 of this
Agreement are free and clear of all liens, claims, security interests and
encumbrances, no such Security subject to lending has been sold and the Lender
has no present intention to sell any of the Securities subject to lending. The
Lender shall promptly delete from the list referenced in Section 2.2 hereof any
and all Securities which are no longer subject to the representations contained
in this sub-paragraph (d).

          3.2 Bank's Representations  The Bank hereby represents and warrants to
              ----------------------
the Lender, which representations and warranties shall be deemed to be
continuing and to be reaffirmed on any day that a Securities loan hereunder is
outstanding, that:

          (a) This Agreement is legally and validly entered into by the Bank,
does not and will not, violate any statute, regulation, rule, order or, judgment
binding on the Bank, or any provision of the Bank's charter or by-laws, or any
agreement binding on the Bank or affecting its property, and is enforceable
against the Bank in accordance with its terms, except as may be limited by
bankruptcy, insolvency or similar laws, or by equitable principles relating to
or limiting creditors rights generally; and

            (b) The person executing this Agreement on behalf of the Bank has
been duly and properly authorized to do so.

4. Securities Lending Transactions.
   -------------------------------

          4.l Loan Initiation. From time to time the Bank may lend Securities to
              ---------------
Borrowers and deliver such Securities against receipt of Collateral in
accordance with the applicable Securities Borrowing

                                       4
<PAGE>

Agreement. The Bank shall deliver to the Lender a Receipt in connection with
each loan made hereunder, prior to settlement of such loan.



            4.2 Receipt of Collateral; Approved Investments.
                -------------------------------------------

          (a) For each loan hereunder the Bank shall receive all Collateral
required by the applicable Securities Borrowing Agreement, which for Cash
Collateral shall in no event be equivalent to less than 102% of the market value
of the Securities lent (as determined in accordance with the applicable
Securities Borrowing Agreement), and the Bank is hereby authorized and directed,
without obtaining any further approval from the Lender, to invest and reinvest
all or substantially all of the Cash Collateral received in any Approved
Investment. The Bank shall credit all Collateral, Approved Investments and
Distributions received with respect to Collateral and Approved Investments to
the Collateral Account and mark its books and records to identify the Lender's
ownership thereof as appropriate.

          (b) All Approved Investments shall be for the account and risk of the
Lender. To the extent any loss arising out of Approved Investments results in a
deficiency in the amount of Collateral available for return to a Borrower
pursuant to the Securities Borrowing Agreement, the Lender agrees to pay the
Bank on demand cash in an amount equal to such deficiency.

          (c) Except as otherwise provided herein, all Collateral, Approved
Investments and Distributions credited to the Collateral Account shall be
controlled by, and subject only to the instructions of, the Bank, and the Bank
shall not be required to comply with any instructions of the Lender with respect
to the same.

          4.3 Distribution on Loaned Securities. The Bank shall receive
              ---------------------------------
distributions paid on loaned Securities from Borrowers and/or issuers in
accordance with the applicable Securities Borrowing Agreement and shall credit
all such amounts received by the Bank to the Account.

          4.4 Marks to Market. The Bank shall on each Business Day mark to
              ---------------
market in U.S. dollars the value of all Securities loaned hereunder and
accordingly receive and release Collateral in accordance with the applicable
Securities Borrowing Agreement.

          4.5 Collateral Substitutions. The Bank shall accept substitutions of
              ------------------------
Collateral in accordance with the applicable Securities Borrowing Agreement and
shall credit all such substitutions to the Collateral Account, provided however
that unless other Collateral has been mutually agreed upon in writing by the
Bank and the Lender, no other Collateral may be substituted for Cash Collateral.

          4.6 Termination of Loans. The Bank shall terminate any Securities loan
              --------------------
to a Borrower in accordance with the applicable Securities Borrowing Agreement
as soon as practicable after:

          (a) receipt by the Bank of a notice of termination pursuant to the
Securities Borrowing Agreement;

          (b) receipt by the Bank of Written Instructions instructing it to
terminate a Securities loan;

          (c) receipt by the Bank of Written Instructions deleting the Borrower
to whom such loan was made from Schedule II hereto;

                                       5
<PAGE>

          (d) upon the Bank's becoming aware of the occurrence of any default
pursuant to the applicable Securities Borrowing Agreement requiring termination
of such loan; or

          (e) whenever the Bank, in its sole discretion, elects to terminate
such loan.

     4.7 Securities Loan Fee. The Bank shall receive any applicable Securities
         -------------------
Loan Fee paid by Borrowers pursuant to the Securities Borrowing Agreement and
credit all such amounts received to the Collateral Account.

     4.8 The Borrower's Financial Condition. The Bank has delivered to the
         ----------------------------------
Lender each of the Borrower's most recent statements that have been made
available to the Bank pursuant to the Securities Borrowing Agreements. The Bank
shall promptly deliver to the Lender all statements and financial information
subsequently delivered to the Bank and required to be furnished to the Bank
under the Securities Borrowing Agreements.

     4.9 Transfer Taxes and Necessary Costs. All transfer taxes and necessary
         ----------------------------------
costs with respect to the transfer of the loaned Securities by the Lender to the
Borrower and the Borrower to the Lender upon the termination of the loan shall
be paid by the Borrower in accordance with the applicable Securities Borrowing
Agreement.

     4.10 Remedies Upon Default. In the event of any default by a Borrower under
          ---------------------
the applicable Securities Borrowing Agreement, the Bank shall use its best
efforts to pursue, on behalf of the Lender, any remedies that the Bank or the
Lender may have under the applicable Securities Borrowing Agreement.

     4.11 Bank's Obligation. Except as specifically set forth herein, or in any
          -----------------
applicable Securities Borrowing Agreement, the Bank shall have no duty or
obligation to take action to effect payment by a Borrower of any amounts owed by
such Borrower pursuant to the Securities Borrowing Agreement.

5.  Concerning the Bank.
    -------------------

     5.1  Standard of Care: Indemnification.
          ---------------------------------

          (a) It is expressly understood and agreed that in exercising its
rights and performing its obligations hereunder, the Bank owes no fiduciary duty
to the Lender. The Bank shall not be liable for any costs, expenses, damages,
liabilities or claims (including attorneys and accountants fees) incurred by the
Lender, except those costs, expenses, damages, liabilities or claims arising out
of the Bank's negligence, willful misconduct, bad faith, or reckless disregard
of its obligations and duties hereunder. The Bank shall have no obligation
hereunder for costs, expenses, damages, liabilities or claims (including
reasonable attorneys and accountants fees), which are sustained or incurred by
reason of any action or inaction by the Book-Entry System or any Depository or
their respective successors or nominees. In no event shall the Bank be liable
for special, punitive or consequential damages, arising under or in connection
with this Agreement, even if previously informed of the possibility of such
damages.

          (b) The Lender agrees to indemnify the Bank and to hold it harmless
from and against any and all costs, expenses, damages, liabilities or claims,
including reasonable fees and expenses of counsel, which the Bank may sustain or
incur or which may be asserted against the Bank by reason of or as a result of
any action taken or omitted by the Bank in connection with or arising out of the
Bank's operating under and in compliance with this Agreement, except those
costs, expenses, damages, liabilities or claims arising out of the Bank's
negligence, bad faith, willful misconduct, or reckless disregard of its
obligations and duties hereunder. The foregoing indemnity shall be a continuing
obligation of the Lender,

                                       6
<PAGE>

its successors and assigns, notwithstanding the termination of any loans
hereunder or of this Agreement. Actions taken or omitted in reasonable reliance
upon Oral or Written Instructions, any Certificate, or upon any information,
order, indenture, stock certificate, power of attorney, assignment, affidavit or
other instrument reasonably believed by the Bank to be genuine or bearing the
signature of a person or persons reasonably believed by the Bank to be genuine
or bearing the signature of a person or persons reasonably believed to be
authorized to sign, countersign or execute the same, shall be presumed to have
been taken or omitted in good faith.

     5.2 No Obligation to Inquire. Without limiting the generality of the
         ------------------------
foregoing, the Bank shall be under no obligation to inquire into, and shall not
be liable for, the validity of the issue of any Securities at any time held in
the Account or Approved Investments held in the Collateral Account, or the
legality or propriety of any loans of Securities to Borrowers.

     5.3  Advances, Overdrafts and Indebtedness; Security Interest.
          --------------------------------------------------------

          (a) The Bank may, in its sole discretion, advance funds on behalf of
the Lender in order to pay to Borrowers any Rebates or to return to Borrowers
Cash Collateral to which they are entitled pursuant to the Securities Borrowing
Agreement. The Bank may also, in its sole discretion and as a matter of
bookkeeping convenience, credit the Account with interest, dividends or other
distributions payable on Securities prior to its actual receipt of final payment
therefor and the Lender agrees that such bookkeeping credits may also be
reflected on its books, and otherwise, as "immediately available" or "same day"
funds or by some similar characterization. Notwithstanding any such credit or
characterization, all such credits shall be conditional upon the Bank's actual
receipt of final payment and may be reversed by the Bank to the extent that
final payment is not received. If the Bank, in its sole discretion, permits the
Lender to use funds credited to the Account prior to receipt by the Bank of
final payment thereof, the Lender shall nonetheless, continue to bear the risk
of, and liability for, the Bank's non receipt of final payment in full.

          (b) The Lender agrees to repay the Bank on demand the amount of any
advance or credit described in Section 5.3(a) above or any other amount owed by
the Lender hereunder plus accrued interest at a rate per annum (based on a 360-
day year for the actual number of days involved) as agreed to by the parties
from time to time. In order to secure repayment of any credit, advance,
overdraft or other indebtedness of the Lender to the Bank arising hereunder, the
Lender hereby agrees that the Bank shall have a continuing lien and security
interest, to the extent of any such amounts owing, in and to all assets now or
hereafter held in the Account and the Collateral Account, which is then in the
Bank's possession or control or in the possession or control of any third party
acting on the Bank's behalf. In this regard, the Bank shall be entitled to
charge any amounts owed to the Bank hereunder against any balance of account
standing to the credit of the Lender on the Bank's books and, without limiting
the foregoing, to all the rights and remedies of a pledgee under common law and
a secured party under the Massachusetts Uniform Commercial Code and/or any other
applicable laws and/or regulations as then in effect.

          (c) The rights of the Bank and the obligations of the Lender under
this Section are absolute and unconditional whether or not the Bank would be
entitled to indemnification pursuant to Section 5.l(b) hereof.

          (d) For all purposes of this Agreement, payment with respect to a
transaction will not be "final" until the Bank shall have received immediately
available funds which under applicable law or rule are irreversible, which are
not subject to any security interest, levy or other encumbrance, and which are
specifically applicable, or deemed by the Bank to be specifically applicable, to
such transaction. A debit by the Bank to any other account of the Lender
maintained by the Bank or to an account of any third party to whom or for whose
account Securities have been delivered shall not constitute final payment to the

                                       7
<PAGE>

extent that such debit creates an overdraft or does not otherwise result in the
receipt by the Bank of immediately available, irreversible and unencumbered
funds.

          5.4 Advice of Counsel The Bank may, with respect to questions of law,
              -----------------
apply for and obtain the advice and opinion of counsel and shall be fully
protected with respect to anything done or omitted by it in good faith in
conformity with such advice or opinion.

          5.5 No Collection Obligations. The Bank shall be under no obligation
              -------------------------
or duty to take action to effect collection of any amounts payable in respect of
Securities or Approved Investments if such Securities or Approved Investments
are in default, or if payment is refused after due demand and presentation.

          5.6 Pricing Methods. The Bank is authorized to utilize any recognized
              ---------------
pricing information service or any other means of valuation specified in the
applicable Securities Borrowing Agreement ("Pricing Methods") in order to
perform its valuation responsibilities with respect to loaned Securities,
Collateral and Approved Investments, and the Lender agrees to hold the Bank
harmless from and against any loss or damage suffered or incurred as a result of
errors or omissions of any such Pricing Methods.

          5.7 Agent's Fee. In connection with each Securities loan hereunder the
              -----------
Lender shall pay to the Bank a fee equal to 60% of (a) net realized income
derived from Approved Investments, plus (b) any Securities Loan Fee paid or
payable by the Borrower, minus (c) any Rebate paid by the Bank to the Borrower
for the first 12 full months of lending activity, after which the Lender shall
pay to the Bank a fee equal to 40% of the above. The Bank is authorized, on a
monthly basis, to charge its fee and any other amounts owed by the Lender
hereunder against the Account and/or Collateral Account.

          5.8 Reliance On Certificates and Instructions. The Bank shall be
              -----------------------------------------
entitled to rely upon any Certificate, any information contained on any Schedule
hereto as may be amended in accordance with the terms hereof, and Written or
Oral Instruction actually received by the Bank and reasonably believed by the
Bank to be duly authorized and delivered. The Lender agrees to forward to the
Bank Written Instructions confirming Oral Instructions in such manner so that
such Written Instructions are received by the Bank by the close of business of
the same day that such Oral Instructions are given to the Bank. The Lender
agrees that the fact that such confirming Written Instructions are not received
on a timely basis or that contrary instructions are received by the Bank shall
in no way affect the validity or enforceability of the transactions authorized
by the Lender. The Bank will use reasonable efforts to report any subsequently
received contrary instructions. In this regard, the records of the Bank shall be
presumed to reflect accurately any Oral Instructions given by an Authorized
Person or a person reasonably believed by the Bank to be an Authorized Person.

          5.9 Disclosure of Account Information. It is understood and agreed
              ---------------------------------
that the Bank is authorized to supply any information regarding the Account
which is required by any law or governmental regulation now or hereafter in
effect.

          5.10 Statements. The Bank will at least daily furnish the Lender with
               ----------
statements relating to loans hereunder.

          5.11 Force Majeure. The Bank shall not be responsible or liable for
               -------------
any failure or delay in the performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by acts of God, earthquakes,
fires, floods, storms or other disturbances of nature, epidemics, strikes,
riots, nationalization, expropriation, currency restrictions, acts of war, civil
war or terrorism, insurrection, nuclear fusion, fission or radiation, the
interruption, loss or malfunction of utilities, transportation, the

                                       8
<PAGE>

unavailability of energy sources and other similar happenings or events except
as results from the Bank's own gross negligence.

          5.12 No Implied Duties.
               -----------------

          (a) The Bank shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement and in the applicable Securities Borrowing Agreement, and no covenant
or obligation shall be implied against the Bank in connection with this
Agreement.

          (b)The Lender shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against the Lender in
connection with this Agreement.

6.  Termination.  This Agreement may be terminated at any time by either party
    -----------
upon delivery to the other party of a written notice specifying the date of such
termination, which shall be not less than 60 days after the date of receipt of
such notice. Notwithstanding any such notice, this Agreement shall continue in
full force and effect with respect to all loans of Securities outstanding on the
date of termination.

7.  Miscellaneous.
    -------------

          7.1 Exclusivity. The Lender agrees that it shall not enter into any
              -----------
other agreement with any third party whereby such third party is permitted to
make loans on behalf of the Lender of any securities held by the Bank in the
Account from time to time.

          7.2 Certificates. The Lender agrees to furnish to the Bank a new
              ------------
Certificate in the event that any present Authorized Person ceases to be an
Authorized Person or in the event that any other Authorized Persons are
appointed and authorized. Until such new Certificate is received, the Bank shall
be fully protected in acting upon Oral Instructions or signatures of the present
Authorized Persons.

          7.3 Notices.
              -------

          (a) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Bank, shall be sufficiently given if
addressed to the Bank and received by it at its offices at 200 Clarendon Street,
P.O. Box 9130, Boston, Massachusetts 02117-9130, Attention: Securities Lending
Department, , with a copy to:  John E. Henry, General Counsel or at such other
place as the Bank may from time to time designate in writing.

          (b) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Lender shall be sufficiently given if
addressed to the Lender and mailed or delivered to it at its offices at TCW
Convertible Securities Fund. Inc., 865 South Figueroa Street, Los Angeles, CA
90017, Attn: Peter DiBona, or at such other place as the Lender may from time to
time designate in writing.

          7.4 Cumulative Rights and No Waiver. Each and every right granted to a
              -------------------------------
party hereunder or under any other document delivered hereunder or in connection
herewith, or allowed it by law or equity, shall be cumulative and may be
exercised from time to time. No failure on the part of a party to exercise, and
no delay in exercising, any right will operate as a waiver thereof, nor will any
single or partial exercise by a party of any right preclude any other or future
exercise thereof or the exercise of any other right.

                                       9
<PAGE>

          7.5 Severability. In case any provision in or obligation under this
              ------------
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or obligations
shall not in any way be affected or impaired thereby, and if any provision is
inapplicable to any person or circumstances, it shall nevertheless remain
applicable to all other persons and circumstances.

          7.6 Amendments. This Agreement may not be amended or modified in any
              ----------
manner except by a written agreement executed by both parties.

          7.7 Successors and Assigns. This Agreement shall extend to and shall
              ----------------------
be binding upon the parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by either party
without the written consent of the other.

          7.8 Governing Law; Consent to Jurisdiction. This Agreement shall be
              --------- ----------------------------
construed in accordance with the laws of the Commonwealth of Massachusetts
without regard to conflict of laws principles thereof. The Lender hereby
consents to the jurisdiction of a state or federal court situated in Boston,
Massachusetts in connection with any dispute arising hereunder.

          7.9 No Third Party Beneficiaries. In performing hereunder, the Bank is
              ----------------------------
acting solely on behalf of the Lender and no contractual or service relationship
shall be deemed to be established hereby between the Bank and any other person.

          7.10 Counterparts. This Agreement may be executed in any number of
               ------------
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.

          7.11 SIPA Notice. THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION
               -----------
ACT OF 1970 MAY NOT PROTECT THE LENDER WITH RESPECT TO LOANS HEREUNDER AND,
THEREFORE, THE COLLATERAL DELIVERED TO THE BANK AS AGENT FOR THE LENDER, MAY
CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF A BORROWER'S OBLIGATION IN THE
EVENT SUCH BORROWER FAILS TO RETURN THE LOANED SECURITIES.

                                       10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective corporate officers, thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.


                           TCW CONVERTIBLE SECURITIES FUND. INC.


                           By:  /s/ Alvin R. Albe, Jr.
                                --------------------------

                           Name:    Alvin R. Albe, Jr.

                           Title:   Senior Vice President


                           INVESTORS BANK & TRUST COMPANY



                           By:   /s/ Andrew M. Nesvet
                                 ------------------------

                           Name:     Andrew M. Nesvet

                           Title:    Senior Director

                                       11
<PAGE>

Schedule I

               Security Lending Reinvestment Schedule


Approved Investments


Bank Obligations:
- ------------------

Bank Obligations with Domestic and Foreign Banks including Offshore Time
Deposits. All Banks obligations will have a short term rating of  TBW-1, A-1, or
P-1 from Thompson Bankwatch, S & P or Moody's at time of purchase.


Money Market Funds

Institutional Money Market Funds with assets greater than $500 million.


Repurchase Agreements


Collateral held by IBT or a third party subcustodian. Collateralized at a
minimum of 102%. Eligible Collateral includes US Government, Mortgage Backed
Securities, Commercial Paper (A-1 or P-1) & US Corporate Bonds (Investment
Grade) with the following brokers.

               ABN AMRO
               Bear Stearns & Co, Inc
               CS First Boston Corporation
               Goldman Sachs & Co.
               Lehman Brothers, Inc.
               J.P. Morgan Securities, Inc
               Merrill Lynch Government Securities.
               Morgan Stanley & Co. Inc.
               PaineWebber, Inc
               Prudential Securities, Inc
               UBS Securities.Inc


Commercial Paper

Must be rated A-1 by S&P or P-1 by Moodys at time of purchase.


Corporate Bond

Must have a Short Term rating of rated A-1 by S&P or P-1 by Moodys or have a
Long Term Rating of Investment Grade at time of purchase.

Unsecured Promissory Notes (Master Notes)
- -----------------------------------------

Must have a rating or Parental rating of A-1 by S&P or P-1 by Moodys at time of
purchase.

                                       12
<PAGE>

Insurance Funding Agreements

Must have a minimum Issuers Claim Paying Ability rating of A by S&P or A by Duff
and Phelps at time of purchase. Must be putable back to the issuer within 90
days.


GENERAL

   .  All investments will be US Dollar denominated.
   .  The final maturity for any security/issue will be less than one year.
   .  All investments will be in compliance with Investment Company Act of 1940.
   .  All investments will meet the minimum applicable credit rating associated
      with each Fund at time of purchase.
   .  No more than 5% of the Funds total assets will be invested in any one
      Money Market Fund, not to exceed 10% of the Funds total assets for total
      Money Market Funds.


                         By:  /s/  Alvin R.  Albe, Jr.
                             ----------------------------

                         Title:   Alvin R. Albe, Jr.
                                -------------------------

                         Date:    September 1, 1999
                                -------------------------

                                       13
<PAGE>

                                  Schedule II



                              Approved  Borrowers


  Bear Stearns Securities Corp.
  BT Alex Brown, Inc.
  Deutsche Bank Securities, Inc.
  Credit Suisse First Boston Corporation
  Goldman, Sachs & Co.
  Lehman Brothers, Inc.
  Merrill Lynch, Pierce, Fenner & Smith, Inc.
  Morgan Stanley & Co. Inc. (including Morgan Stanley Securities Services Inc.)
  Paine Webber, Inc.
  Prudential Securities, Inc.
  Salomon Smith Barney Inc.




                          By:    Alvin R. Albe, Jr.
                              ---------------------------

                          Title:  Senior Vice President
                                 ------------------------

                          Date:  September 1, 1999
                                -------------------------

                                       14
<PAGE>

                                  Schedule III
                                  ------------

                             Letter of Credit Banks




                               [To be Determined]

                                       15
<PAGE>

                                  Schedule IV
                                  -----------

                                  Depositories

The depositories approved by the Lender pursuant to Rule 17f-5.

                                       16
<PAGE>

                                   Schedule A
                                   ----------


Funds / Portfolios covered under this Agreement:

        *  TCW Convertible Securities Fund

                                       17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L
<SEQUENCE>9
<FILENAME>dex99l.txt
<DESCRIPTION>OPINION AND CONSENT OF COUNSEL
<TEXT>

<PAGE>

                                                                       Exhibit l

                       TCW INVESTMENT MANAGEMENT COMPANY
                       865 S. FIGUEROA STREET, SUITE 1800
                         LOS ANGELES, CALIFORNIA 90017
                            (213) 244-0000 Telephone
                            (213) 244-0645 Facsimile



May 4, 2001

Board of Directors
TCW Convertible Securities Fund, Inc.
865 South Figueroa Street
Los Angeles, California 90017

Gentlemen:

          At your request, I have examined Amendment Number 23 filed under the
Investment Company Act of 1940 to the Registration Statement on Form N-2 , to be
filed by you with the Commission in connection with the registration under the
Securities Act of 1933, as amended, of 10,497,839 shares of your Common Stock,
$.01 par value (the "Shares"). I am familiar with the proceedings taken and
proposed to be taken by you in connection with the authorization, issuance and
sale of the Shares.

          Based upon my examination and upon my knowledge of your corporate
activities, it is my opinion that, subject to such proceedings as now
contemplated being duly taken and completed by you prior to the issuance of the
Shares and subject to the issuance of an appropriate order by the Commission
declaring the Registration Statement, as amended, effective, the Shares upon
issuance for sale as set forth in the Registration Statement, as amended, will
constitute validly issued, fully paid and nonassessable shares of your Common
Stock.

          I consent to the filing of this opinion as an exhibit to the
Registration Statement.  I am a member of the Bar of Maryland.

                                   Respectfully submitted,

                                   /s/ Philip K. Holl

                                   Philip K. Holl
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N
<SEQUENCE>10
<FILENAME>dex99n.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>

<PAGE>

                                                                       Exhibit n

Deloitte & Touche LLP
350 South Grand Avenue
Los Angeles, California  90071
Telephone (213) 688-0800



INDEPENDENT AUDITORS' CONSENT

TCW CONVERTIBLE SECURITIES FUND, INC.:

We consent to (a) the use in this Amendment #23 Registration Statement
(Investment Company Act File No. 811-4980) on Form N-2 of our report dated
February 12, 2001 appearing in the Annual Report of the Fund for the period
ended December 23, 2000, (b) the reference to us under the heading "Financial
Highlights" in the Prospectus, which is a part of such Registration Statement,
and (c) the reference to us under the headings "Auditors" and "Experts" in such
Prospectus.



/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP

May 4, 2001

Los Angeles
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.O
<SEQUENCE>11
<FILENAME>dex99o.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>

                                                                       Exhibit o


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                         /s/ Ernest O. Ellison
                                       -----------------------------
                                       Ernest O. Ellison
<PAGE>

                                                                       Exhibit o

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                          /s/ Peter C. DiBona
                                        ----------------------------
                                        Peter C. DiBona
<PAGE>

                                                                       Exhibit o

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                             /s/ John C. Argue
                                           -------------------------------
                                           John C. Argue
<PAGE>

                                                                       Exhibit o

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                         /s/ Norman Barker, Jr.
                                       --------------------
                                       Norman Barker, Jr.
<PAGE>

                                                                       Exhibit o


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                            /s/ Richard W. Call
                                          ------------------------
                                          Richard W. Call
<PAGE>

                                                                       Exhibit o


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                         /s/ Coleman W. Morton
                                       ---------------------------
                                       Coleman W. Morton
<PAGE>

                                                                       Exhibit o


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                         /s/ Charles A. Parker
                                       -------------------------
                                       Charles A. Parker
<PAGE>

                                                                       Exhibit o

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                         /s/ Lawrence J. Sheehan
                                       ----------------------------
                                       Lawrence J. Sheehan
<PAGE>

                                                                       Exhibit o

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest O. Ellison, Michael E. Cahill, Philip K.
Holl and David M. Butowsky, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing in as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.



March 30, 2001                         /s/ Robert G. Sims
                                       ------------------
                                       Robert G. Sims
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.R
<SEQUENCE>12
<FILENAME>dex99r.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>

<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

                                 I. INTRODUCTION
                                    ------------

The TCW Group, Inc. is the parent of several companies which act as investment
adviser or manager of investment companies, corporate pension funds, other
institutions and individuals. As used in this Code of Ethics, "TCW" refers to
The TCW Group, Inc., all of its subsidiaries and affiliated partnerships that
are investment advisers registered with the Securities and Exchange Commission,
and Trust Company of the West.

This Code of Ethics is based on the principle that the officers, directors and
employees of TCW owe a fiduciary duty to, among others, TCW's clients. In light
of this fiduciary duty, you should conduct yourself in all circumstances in
accordance with the following general principles:

  .  You must at all times place the interests of TCW's clients before your own
     interests.

  .  You must conduct all of your personal investment transactions consistent
     with this Code and in such a manner as to avoid any actual or potential
     conflict of interest or any abuse of your position of trust and
     responsibility.

  .  You should adhere to the fundamental standard that investment advisory
     personnel should not take inappropriate advantage of their positions to
     their personal benefit.

Although it is sometimes difficult to determine what behavior is necessary or
appropriate to adhere to these general principles, this Code contains several
guidelines for proper conduct. However, the effectiveness of TCW's policies
regarding ethics depends on the judgment and integrity of its employees rather
than on any set of written rules. Accordingly, you must be sensitive to the
general principles involved and to the purposes of the Code in addition to the
specific guidelines and examples set forth below. If you are uncertain as to
whether a real or apparent conflict exists in any particular situation between
your interests and those of TCW's clients, you should consult the Chief
Compliance Officer immediately.

                  II. PERSONAL INVESTMENT TRANSACTIONS POLICY
                      ---------------------------------------

Laws and ethical standards impose on TCW and its employees duties to avoid
conflicts of interest between their personal investment transactions and
transactions TCW makes on behalf of its customers. In view of the sensitivity of
this issue, it is important to avoid even the appearance of impropriety. The
following personal investment transaction policies are designed to reduce the
possibilities for such conflicts and or inappropriate appearances, while at the
same time preserving reasonable flexibility and privacy in personal securities
transactions.

Except as otherwise noted, TCW's restrictions on personal investment
transactions apply to all Covered Persons. "Covered Persons" include all TCW
                                            ---------------
directors, officers and employees, except

                                      C-1
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

directors who (i) do not devote substantially all working time to the activities
of TCW, and (ii) do not have access to information about the day-to-day
investment activities of TCW. Every employee should consider himself or herself
a Covered Person unless otherwise specifically exempted by the Approving
Officers or unless he or she falls within a class exempted by the Approving
Officers. In addition, this policy governs your investments in securities.
"Securities" include any interest or instrument commonly known as a security,
including stocks, bonds, options, warrants, financial commodities, other
derivative products and interests in privately placed offerings and limited
partnerships.

General Principles Regarding Securities Transactions of Covered Persons and TCW
Directors

No Covered Person or TCW director may purchase or sell, directly or indirectly,
for his or her own account, or any account in which he or she may have a
beneficial interest:

  .  Any security (or related option or warrant) that to his or her knowledge
     TCW is buying or selling for its clients, until such buying or selling is
     completed or canceled.

  .  Any security (or related option or warrant) that to his or her knowledge is
     under active consideration for purchase or sale by TCW for its clients.

The term "beneficial interest" is defined by rules of the SEC. Generally, under
the SEC rules, a person is regarded as having a beneficial interest in
securities held in the name of:

  .  A husband, wife or a minor child;

  .  A relative sharing the same house;

  .  Anyone else if the Covered Person:

     (i)    obtains benefits substantially equivalent to ownership of the
            securities;

     (ii)   can obtain ownership of the securities immediately or at some future
            time; or

     (iii)  can vote or dispose of the securities.

If you act as a fiduciary with respect to funds and accounts managed outside of
TCW (for example, if you act as the executor of an estate for which you make
investment decisions), you will have a beneficial interest in the assets of that
fund or account. Accordingly, any securities transactions you make on behalf of
that fund or account will be subject to the general trading restrictions set
forth above. You should review the restrictions on your ability to act as a
fiduciary outside of TCW set forth under "Outside Activities -- Outside
                                          -----------------------------
Fiduciary Appointments".
- ----------------------

                                      C-2
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

Preclearance Procedures

Each Covered Person must obtain preclearance for any personal investment
transaction in a security if such Covered Person has, or as a result of the
transaction acquires, any direct or indirect beneficial ownership in the
security. Preclearance is not necessary for exempt securities or Outside
Fiduciary Accounts. "Exempt securities" are securities (or securities obtained
                     -----------------
in transactions) described on page C6. "Outside Fiduciary Accounts" are certain
                                        --------------------------
fiduciary accounts outside of TCW for which you have received TCW's approval to
act as fiduciary and which TCW has determined qualify to be treated as Outside
Fiduciary Accounts under this Personal Investment Transactions Policy. Separate
certification procedures will apply for securities transactions executed on
behalf of Outside Fiduciary Accounts in lieu of preclearance.

You must obtain preclearance for all non-exempt securities transactions by
completing and signing the Request for Personal Investment Transactions Approval
Form provided for that purpose by TCW and by obtaining the signature of Andrew
McManus, the TCW Personal Investment Transactions Administrator and, for foreign
offices, the additional signatories designated on the form. You will be required
to make certain certifications each time you trade a security, including that
you have no knowledge that would violate the general trading principles set
forth above. See Exhibit C-A for a sample copy of the Request for Personal
Investment Transactions Approval Forms for domestic and foreign preclearance are
attached. Since the form may change over time, you should ask Andrew McManus or
his designee for supplies of the current form. The form is also available on
Westnet, TCW's intranet site.

You must complete an approved securities transaction by the end of the business
day following the day that you obtain preclearance. If the transaction is not
completed within these time requirements, you must obtain a new preclearance,
including one for any uncompleted portion of the transaction. Post-approval is

not permitted under this Code of Ethics. If TCW determines that you completed a
- -------------
trade before approval or after the clearance expires, you will be considered to
be in violation of the Code.

Note that preclearance will ordinarily be given on the day you request it unless
(a) you are located in a U.S. office and are seeking to buy a foreign security
that must be precleared through a foreign office, or (b) you are located in a
foreign office and your request reaches the U.S. office at a time when Andrew
McManus is not on duty or cannot obtain all of the required U.S. clearances
because of the time of receipt. Preclearance for these requests will ordinarily
be given on the next business day.

                                      C-3
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

Trading Restrictions

In addition to the more general restrictions discussed above, TCW has adopted
other restrictions on personal investment transactions. Except as otherwise
noted below, the trading restrictions do not apply to Outside Fiduciary
Accounts.

  No Covered Person may:

     .  Enter into an uncovered short sale.

     .  Write an uncovered option.

     .  Acquire any non-exempt security in an initial public offering (IPO).
        (Remember - under NASD rules, you may also be prohibited from
        participating in any public offering that is a "hot issue.")

     .  Purchase or sell, directly or indirectly, for his or her own account or
        for any account in which he or she may have a beneficial interest
        (including through an Outside Fiduciary Account), any security that is
        subject to a firm-wide restriction or a department restriction by his or
        her department.

  No Investment Personnel may:

     .  Purchase securities offered in a private placement (other than those
        sponsored by TCW) except with the prior approval of the Approving
        Officers. "Investment Personnel" include any portfolio manager or
        securities analyst or securities trader who provide information or
        advice to a portfolio manager or who help execute a portfolio manager's
        decisions. "Approving Officers" are (i) one of Alvin Albe or Marc Stern
                    ------------------
        and (ii) one of Michael Cahill or Hilary Lord. In considering approval,
        the Approving Officers will take into consideration whether the
        investment opportunity you have been offered should be reserved for
        TCW's clients and whether the opportunity is being offered to you by
        virtue of your position with TCW. If you or your department want to
        purchase on behalf of a TCW client the security of an issuer or its
        affiliate where you have a beneficial interest (including through an
        Outside Fiduciary Account) in the securities of that issuer through a
        private placement, you must first disclose your interest to an Approving
        Officer. In such event, the Approving Officers will independently review
        the proposed investment decision. Written records of any such
        circumstance should be sent to Hilary Lord.

                                      C-4
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

  No Investment Personnel who manage or otherwise provide advice or execution
  services for a registered investment company may:

     .  Profit from the purchase or sale, or sale and purchase, of the same (or
        equivalent) securities within 60 calendar days. Because of TCW's
        portfolio management support structure, securities analysts and
        securities traders should assume that they are subject to this trading
        restriction unless they have received confirmation to the contrary from
        the Chief Compliance Officer. Note that a person's status or duties may
        change which could result in him or her subsequently being subject to
        this trading restriction. If you have any questions resulting from such
        a change, you should consult with the Chief Compliance Officer. You
        should also note that this prohibition would effectively limit the
        utility of options trading and short sales of securities and could make
        legitimate hedging activities less available. Any profits realized on
        such short term trades will have to be disgorged.

  No portfolio manager may:

     .  Purchase or sell any security for his or her own account or any Outside
        Fiduciary Account for a period of seven days before that security is
        bought or sold on behalf of any TCW client for which the portfolio
        manager serves as portfolio manager. Violation of this prohibition will
        require reversal of the transaction and any resulting profits will be
        subject to disgorgement.

     .  Purchase any security for his or her own account or any Outside
        Fiduciary Account for a period of seven days after that security is sold
        or sell any security for his or her own account or any Outside Fiduciary
        Account for a period of seven days after that security is bought on
        behalf of any TCW client for which the portfolio manager serves as
        portfolio manager. In addition, any portfolio manager who manages a
        registered investment company may not purchase or sell any security for
        his or her own account or any Outside Fiduciary Account for the period
        of seven days after that security is bought or sold on behalf of
        registered investment company for which the portfolio manager serves as
        investment manager. Violation of these prohibitions will require
        reversal of the transaction and any resulting profits will be subject to
        disgorgement.

Any profits subject to disgorgement will be given to a charity selected by TCW
or under TCW's direction.

Securities or Transactions Exempt From Personal Investment Transactions Policy

The following securities or transactions are exempt from some aspects of the
personal investment transactions policy:

                                      C-5
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

  (a)  U.S. Government Securities.
  (b)  Bank Certificates of Deposit.
  (c)  Bankers' Acceptances.
  (d)  Commercial Paper or other high quality short-term debt instruments
       (investment grade, maturity not greater than one year).
  (e)  Shares in open-end investment companies (mutual funds).
  (f)  Securities purchased on behalf of an Covered Person for an account over
       which the Covered Person has no direct or indirect influence or control.
  (g)  Securities purchased through an automatic dividend reinvestment plan.
  (h)  Security purchases effected upon the exercise of rights issued by the
       issuer pro rata to all holders of a class of its securities, to the
       extent such rights were acquired from such issuer, and sales of such
       rights so acquired.
  (i)  Stock index futures and nonfinancial commodities (e.g., pork belly
       contracts).
  (j)  Interests in TCW-sponsored limited partnerships or other TCW-sponsored
       private placements.
  (k)  Securities acquired in connection with the exercise of an option. The
       purchase or writing (sale) of an option is not an exempt transaction.

It is not necessary to preclear personal transactions for any exempt securities
or transactions. However, it still is necessary to report such securities (other
than securities exempt under clauses (a), (b), (c), (d), (e) or (f) above) in
the quarterly transaction reports or annual securities holdings list. Personal
investment transactions in exempt securities are still subject to TCW's policy
on inside information.

Reporting of Transactions

I.  Covered Persons

Quarterly Reports. All Covered Persons must file with the Compliance Department
- -----------------
quarterly reports of personal investment transactions (Exhibit C-B) by the 10th
day of January, April, July and October or, if that day is not a business day,
then the first business day thereafter. In each quarterly report, the Covered
Person must report all personal investment transactions in which he or she has a
                   ---
beneficial interest and which were transacted during the quarter other than
transactions in U.S. government securities, bank certificates of deposit,
bankers' acceptances, commercial paper, high quality short-term debt instruments
or shares of open-end mutual funds. Every Covered Person must file a quarterly
                                    ------------------------------------------
report when due even if such person made no purchases or sales of securities
- ----------------------------------------------------------------------------
during the period covered by the report. You are charged with the responsibility
- ---------------------------------------
for making the quarterly reports. Any effort by TCW to facilitate the reporting
process does not change or alter that responsibility.

                                      C-6
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

The report must be on the form provided by TCW. Since the form may change over
time, you should ask Andrew McManus or his designee for supplies of the current
form.

Broker Statements and Trade Confirmations. All Covered Persons are required to
- -----------------------------------------
direct brokers of accounts in which they have a beneficial interest to supply to
TCW, on a timely basis, duplicate copies of trade confirmations and copies of
periodic broker account statements. This requirement does not apply to Outside
Fiduciary Accounts. To maximize the protection of your privacy, you should
direct your brokers to send this information to:

          Trust Company of the West
          P.O. Box 71940
          Los Angeles, CA  90017

II.  Officers and Directors of TCW Investment Management Company, the Galileo
Funds
  and CVT, and All TCW Investment Personnel

Officers of TCW Investment Management Company, the Galileo Funds and CVT, and
all TCW Investment Personnel are required to file the following reports in
addition to those above.

Initial Holdings Reports. All TCW Investment Personnel and "Access Persons" are
- ------------------------
required to submit an Initial Holdings Report listing all securities in which
                                                      ---
the person has a beneficial interest other than U.S. government securities, bank
certificates of deposit, bankers' acceptances, commercial paper, high quality
short-term debt instruments or shares of mutual funds within 10 days of becoming
                                                             -------
either TCW Investment Personnel or an "Access Person". An "Access Person" means
Director, President, Executive Vice President, Managing Director or Senior Vice
President of TCW Investment Management Company (the investment adviser to
registered investment companies) or any officer or interested Director of the
Galileo Funds or CVT.

Annual Holdings Reports. All TCW Investment Personnel and "Access Persons" are
- -----------------------
required to file an Annual Holdings Report which provides a listing of all
                                                                       ---
securities in which the person a beneficial interest as of December 31 of the
preceding year, other than U.S. government securities, bank certificates of
deposit, bankers' acceptances, commercial paper, high quality short-term debt
securities or shares of mutual funds.

See the reference table below for a summary of reporting requirements.

                     REPORTING REQUIREMENTS REFERENCE TABLE

<TABLE>
<S>                                      <C>
If you are a "Covered Person"            Then you must file:
[all TCW directors, officers and         (1)  Personal Investment Transactions
employees].                                   Approval Form prior to trading;
</TABLE>

                                      C-7
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

<TABLE>
<S>                                        <C>
                                           (2)  Quarterly Reports;
                                           (3)  Broker Statements and Trade
                                                Confirmations; and
                                           (4)  an Annual Compliance
                                                Certification.
- --------------------------------------------------------------------------------

If you are considered TCW "Investment      In addition to the requirements for
Personnel" [portfolio manager, securities  "Covered Person", you must file:
analyst or a securities trader].           (1)  an Initial Holdings Report; and
                                           (2)  an Annual Holdings Report.
- --------------------------------------------------------------------------------

If you are an "Access Person" of TCW       In addition to the requirements for
Investment Management Company              "Covered Person", you must file:
[Director, President, Executive Vice       (1)  an Initial Holdings Report; and
President, Managing Director or Senior     (2)  an Annual Holdings Report.
Vice President] or the Galileo Funds or
CVT [any officer or interested Director].

- --------------------------------------------------------------------------------
</TABLE>

If you have any questions about the Personal Investment Transactions Policy,
call Andrew McManus, Hilary Lord or Michael Cahill.

                    III. POLICY STATEMENT ON INSIDER TRADING
                         -----------------------------------

The professionals and staff of TCW occasionally come into possession of
material, non-public information (often called "inside information "). Various
federal and state laws, regulations and court decisions, as well as general
ethical and moral standards, impose certain duties with respect to the use of
this inside information. The violation of these duties could subject both TCW
and the individuals involved to severe civil and criminal penalties and the
resulting damage to reputation. TCW views seriously any violation of this policy
statement. Violations constitute grounds for disciplinary sanctions, including
dismissal.

Within an organization or affiliated group of organizations, courts may
attribute one employee' s knowledge of inside information to another employee or
group that later trades in the affected security, even if there had been no
actual communication of this knowledge. Thus, by buying or selling a particular
security in the normal course of business, TCW personnel other than those with
actual knowledge of inside information could inadvertently subject TCW to
liability.

                                      C-8
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

Alternatively, someone obtaining inside information in a legitimate set of
circumstances may inadvertently restrict the legitimate trading activities of
other persons within the company.

The risks in this area can be significantly reduced through the conscientious
use of a combination of trading restrictions and information barriers designed
to confine material non-public information

to a given individual, group or department (so-called "Chinese Walls "). One
purpose of this Policy Statement is to establish a workable procedure for
applying these techniques in ways that offer significant protection to TCW and
its personnel, while providing flexibility to carry on TCW's investment
management activities on behalf of our clients.

See the attached Reference Table if you have any questions on this Policy or who
to consult in certain situations.

TCW Policy on Insider Trading

Trading Prohibition - No officer, director or employee of TCW may buy or sell a
security (or a related option or warrant) in a company, either for themselves or
on behalf of others, while in possession of material, non-public information
about the company. This means that you may not buy or sell securities for
yourself or anyone, including your spouse, a relative, friend, or client any you
may not recommend that anyone else buy or sell a security of a company on the
basis of inside information regarding that company.

Communication Prohibition - No officer, director or employee of TCW may
communicate material, non-public information to others who have no official need
to know. This is known as "tipping", which is also a violation of the insider
trading laws, even if the "tipper" did not personally benefit. Therefore, you
should not discuss such information acquired on the job with your spouse or with
friends, relatives, clients, or anyone else outside of TCW except on a need-to-
know basis relative to your duties at TCW. If you convey material non-public
information to another person, even inadvertently, it is possible that the other
person if he or she trades on such information would violate insider trading
laws. This is known as "tippee liability". You should remember that you may
obtain material, non-public information about entities sponsored by TCW, like
its mutual funds.

What is Material Information?

Information is "material" when a reasonable investor would consider it important
in making an investment decision. Generally, this is information whose
disclosure could reasonably be expected to have an effect on the price of a
company's securities. The general test is whether a reasonable investor would
consider it important in deciding whether or not to bur or sell a security in
the company. The information could be positive or negative.

                                      C-9
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

Whether something is material must be evaluated relative to the company in whose
securities a trade is being considered -- a multi-million dollar contract may be
immaterial to Boeing but material to a smaller capitalization company. Some
examples of material information are: dividend changes, earnings results,
changes in previously released earnings estimates, significant merger, joint
venture or acquisition proposals or agreements, stock buy back proposals, tender
offers, rights offerings, new product releases or schedule changes, significant
accounting write-offs or charges, credit rating changes, changes in capital
structure (e.g. stock splits), accounting changes, major technological
discoveries or break throughs, major capital investment plans, major contract
awards or cancellations, governmental investigations, major litigation or
disposition of litigation, liquidity problems, and extraordinary management
developments or changes.

Material information may also relate to the market for a company's securities.
Information about a significant order to purchase or sell securities may, in
some contexts, be deemed material. Similarly, pre-publication information
regarding reports to be issued in the financial press may also be deemed
material. For example, the Supreme Court upheld the criminal convictions of
insider traders who capitalized on pre-publication information about the Wall
Street Journal's "Heard on the Street" column.

                                      C-10
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

Since there is no clear or "bright line" definition of what is material,
assessments sometimes require a fact specific inquiry. For this reason, if you
have questions about whether information is material, please direct them to the
Director of Research or your Department Head and, if further inquiry is desired
or required, the Chief Compliance Officer or the General Counsel.

What is Non-Public Information?

Information is "public" when it has been disseminated broadly to investors in
the marketplace. Tangible evidence of dissemination is the best indication that
the information is public. For example, information is public after it has
become available to the general public through a public filing with the SEC or
some other governmental agency, the Dow Jones "tape", release by Standard &
Poors or Reuters or publication in the Wall Street Journal or some other
publication of general circulation. Information remains non-public until a
reasonable time elapses after it is disseminated. While there is no specific
rule, generally trading 24 hours after the public dissemination of information
would not be prohibited (though the wait period may be shorter where a press
release is involved).

What are Some Examples of How TCW Personal Could Obtain Inside Information and
What You Should Do in These Cases?

In the context of TCW's business, the following are some examples of how a
person could come into possession of insider information:

(a) Board of Directors Seats

TCW officers, directors and employees are sometimes asked to sit on the Board of
Directors of public companies - sometimes in connection with their duties at TCW
and sometimes not. These public companies will generally have restrictions on
their Board members' trading in the companies' securities except during
specified "window periods" following the public dissemination of financial
information. As noted elsewhere in the Code of Ethics, service as a director of
a non-TCW company requires approval and, if approval is given, it will be
subject to the implementation of procedures to safeguard against potential
conflicts of interest or insider trading, such as Chinese Wall procedures or
placing the securities on a restricted list. Cases of fund managers sitting on
Boards of public companies have been highlighted in the press and have
underlined that the effect of inadequate safeguards could be to inadvertently
render securities "illiquid" in the hands of TCW. In order to mitigate against
this risk, anyone sitting on a board of public company should consider the
Chinese Wall Procedures below as applicable to them and should abide by them. If
the Board seat is held in connection with TCW clients and there is some
legitimate need to communicate the information, the Chief Compliance Officer or
General Counsel should be contacted to determine whether to redefine the scope
of the Chinese Wall or place the securities on restricted status.

                                      C-11
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

(b) Deal-Specific Information

Under certain circumstances, an employee may receive insider information for a
legitimate purpose in the context of a transaction in which a TCW entity or
account is a potential participant. This "deal-specific information" may be used
by the department to which it was given for the purpose for which it was given.
Generally, if a confidentiality agreement is to be signed, it should be assumed
that insider information is included. However, even in the absence of a
confidentiality agreement, insider information may be received. This type of
information may be given in connection with TCW's making a direct investment in
a company in the form of equity or debt; it may also involve a purchase by TCW
of a debt or equity security in a secondary transaction or in the form of a
participation. This type of situation typically arises in mezzanine financings,
loan participations, bank debt financings, venture capital financing, purchases
of distressed securities, oil and gas investments and purchases of substantial
blocks of stock from insiders. You should remember that even though the
investment for which the deal-specific information is being received may not be
a publicly traded security, the company may have other classes of publicly
traded securities that are publicly traded and the receipt of the information by
TCW can affect the ability of other parts of the organization to trade in those
securities. For the foregoing reasons, if you are to receive any deal-specific
information on a company with any class of publicly traded securities, please
contact the TCW product attorney for your area, who will then obtain the
necessary preclearance from the Chief Compliance Officer or the General Counsel.

(c) Creditors' Committees

On occasion an investment may go into default and TCW is a significant
participant. In that case, TCW may be asked to participate on a Creditors'
Committee. Creditors' Committees are often involved in intensive negotiations
involving restructuring, work-outs, recapitalizations and other significant
events that would affect the company and are given access to insider
information. TCW's sitting on such a committee could substantially affect its
ability to trade in securities in the company and, therefore, before sitting on
any Creditors' Committee, you must first get the approval of the Chief
Compliance Officer or the General Counsel.

(d) Information about TCW Products

Persons involved with the management of limited partnerships, trusts and mutual
funds (closed-end and open-end) which themselves issue securities could come
into possession of material information about those funds that is not generally
known to their investors or the public and that could be considered inside
information. For example, plans with respect to dividends could be considered
insider information and buying or selling securities in a TCW product with
knowledge that there will be an imminent change in dividends would be a
violation of the policy. Another example would be if there were to be a large
scale buying or selling program or a sudden shift in allocation that was not
generally known, this could be considered inside

                                      C-12
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

information. However, normal portfolio decisions or securities trading in the
ordinary course would not normally be considered inside information. Persons
involved with management of these funds and, in particular, portfolio managers
and investment personnel, but also support and administrative personnel should
be sensitive to the fact that they have access to such information. Department
Heads for each product area and the head of mutual funds for TCW are responsible
for notifying the Chief Compliance Officer of this type of inside information so
she can impose appropriate restrictions, and advise her when the information
becomes public or stale, so that the restriction can be removed.

(e) Contacts with Public Companies

For TCW, contacts with public companies represent an important part of our
research efforts. TCW makes investment decisions on the basis of the firm's
conclusions formed through such contacts and analysis of publicly available
information. Difficult legal issues arise, however, when, in the course of these
contacts, a TCW employee becomes aware of material, non public information. This
could happen, for example, if a company's Chief Financial Officer prematurely
discloses quarterly results to an analyst or an investor relations
representative makes a selective disclosure of adverse news to a handful of
investors. In such situations, TCW must make a judgment as to its further
conduct. If an issue arises in this area, a research analysts notes could become
subject to scrutiny and they have become increasingly the target of plaintiffs'
attorneys in securities class actions.

This area is one of particular concern to the investment business and,
unfortunately, it is one with a great deal of legal uncertainty. In a notable
1983 case, the U.S. Supreme Court recognized explicitly the important role of
analysts to ferret out and analyze information as necessary for the preservation
of a healthy market. It also recognized that questioning of corporate officers
and insiders is an important part of this information gathering process. The
Court thus framed narrowly the situations in which analysts receiving insider
information would be required to "disclose or abstain" from trading (generally
where the corporate insider was disclosing for an improper purpose, such as
personal benefit, and the analyst knows it). However, the Securities and
Exchange Commission has declared publicly its disfavor with the case and since
then has brought enforcement proceedings indicating that they will take strict
action against What they see as "selective disclosures" by corporate insiders to
securities analysts, even where the corporate insider was getting no personal
benefit and was trying to correct market misinformation. Thus, the status of
company-to-analyst contacts has been characterized as "a fencing match on a
tightrope" and a noted securities professor has said that the tightrope is now
electrified.

Because of this uncertainty, caution is the recommended course of action. If an
analyst receives what he or she believes is insider information and if you feel
you received it in violation of a corporate insider's fiduciary duty or for his
personal benefit, you should make reasonable efforts to achieve public
dissemination of the information and restrict trading until then. The Director
of

                                      C-13
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

Research or your Department Head should be contacted if you have questions or
doubts and they will contact the Chief Compliance Officer or General Counsel if
required.

What is the Effect of Receiving Inside Information?

The person actually receiving the inside information is subject to the trading
and communication prohibitions discussed above. However, since TCW is a company,
questions arise as to how widely that information is to be attributed throughout
the company. Naturally, the wider the attribution, the greater the restriction
will be on other persons and departments within the company. Therefore, anyone
receiving insider information should be aware that the consequences can extend
well beyond themselves or even their departments.

In the event of receipt of insider information by an employee, the company will
generally adopt one of two postures:  (1) place a "firm wide restriction" on
securities in the affected company which would bar any purchases or sales of the
securities by any department or person within TCW, whether for a client or
personal account (absent specific approval); or (2) establish a "Chinese Wall
around the individual or a select group or department. In these cases, those
persons falling within the Chinese Wall would be subject to the trading
prohibition and, except for need-to-how communications to others within the
Chinese Wall, the communication prohibition discussed above. The breadth of the
Chinese Wall and the persons included within it would have to be determined on a
case-by-case basis. In these circumstances, the Chinese Wall procedures are
designed to "isolate" the inside information and access to it by an individual
or select group in order to allow the remainder of the company not to be
affected by it. In any case where a Chinese Wall is imposed, the Chinese Wall
procedures discussed below must be strictly observed.

Does TCW Monitor Trading Activities?

The Compliance Department conducts reviews of securities trading in securities
identified to it as securities in which TCW may be deemed to possess insider
information. The Compliance Department surveys transactions effected by the
Company, its employees and its client accounts for the purpose of, among other
things, identifying transactions that may violate laws against insider trading
and, when necessary, investigating such trades.

Penalties and Enforcement by SEC and Private Litigants

The Director of Enforcement of the SEC has said that the SEC pursues all cases
of insider trading regardless of the size of transaction and regardless of the
persons involved. Updated and improved detection, tracking and surveillance
technique in the past few years have strengthened enforcement efforts by the SEC
as well as the stock exchanges. This surveillance is done routinely in many
cases or can be based on informants in specific cases.

                                      C-14
<PAGE>

                                                                       Exhibit r
COMPLIANCE
TCW
EMPLOYEE POLICY
March 2000
- --------------------------------------------------------------------------------

Penalties for violations are severe for both the individual and possibly his or
her employer. These could include:

 .    giving up all profits made (or losses avoided) trebled.
 .    fines of up to $1 million
 .    jail up to 10 years
 .    civil lawsuits by shareholders of the company in question.

The regulators, the market and TCW view violations seriously.

What You Should do if You do if You Have a Question About Inside Information?

Before executing any trade for yourself or others, including clients of TCW, you
must consider whether you have access to material, non-public information. If
you believe you have received oral or written material, non-public information,
you should discuss the situation immediately with the Chief Compliance Officer
or the General Counsel. You should not discuss the information with anyone else
within or outside TCW. The Chief Compliance Officer will, with the assistance of
counsel as required, determine whether the information is of a nature requiring
restrictions on use and dissemination and when any restrictions should be
lifted.

TCW's Chinese Wall Procedures

"Before I built a wall I'd ask to know what was I walling in or walling out."
Robert Frost, Mending Wall ( 1914)

The Securities and Exchange Commission has long recognized that procedures
designed to isolate material non-public information to specific individuals or
groups can be a legitimate means of curtailing attribution of knowledge of this
inside information to an entire company. These types of procedures are typical
in multi-service broker- dealer investment banking firms and are known as
"Chinese Wall procedures". In those situations where TCW believes insider
information can be isolated, the following Chinese Wall procedures would apply.
These Chinese Wall procedures are designed to "quarantine" or "isolate" the
individuals or select group of persons within the Chinese Wall.

Identification of the Walled-In Individual or Group

The persons subject to the Chinese Wall procedures will be identified by name or
group designation. If the Chinese Wall procedures are applicable simply because
of someone serving on a Board of Directors of a public company in a personal
capacity, it is likely that the Chinese Wall will apply exclusively to that
individual, although in certain circumstances it may be appropriate to expand
the wall. Where the information is received as a result of being on a Creditors'
Committee, serving On a Board in a capacity related to TCW's investment
activities or

                                      C-15
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- --------------------------------------------------------------------------------
receipt of deal-specific information, the walled in group will generally refer
to the product management group associated with the deal and, in some cases,
related groups or groups that are highly interactive with that group.
Determination of the breadth of the Chinese Wall is fact-specific and must be
made by the Chief Compliance Officer or the General Counsel. Therefore, as noted
above, it is important to advise them if you come into possession of material,
non-public information.

Isolation of Information

Fundamental to the concept of a Chinese Wall is that the inside formation be
effectively quarantined to the walled-in group. The two basic procedures that
must be followed to accomplish this are as follows:

(a) Restrictions on Communications

Communications regarding the inside information or the subject company should
only be held with persons within the walled-in group on a need-to-know basis or
with the General Counsel or Chief Compliance Officer. Communications should be
discreet and should not be held in the halls, in the lunchroom or on cellular
phones. In some cases it may be appropriate to use code names for the subject
company as a precautionary measure. If persons outside the group are aware of
your access to information and ask you about the target company, they should be
told simply that you are not at liberty to discuss it. On occasion, it may be
desirable to discuss the matter with someone at TCW outside the group. No such
communications should be held without first receiving the prior clearance of the
Chief Compliance Officer or the General Counsel. In such case, the person
outside the group and possibly his or her entire department, will thereupon be
designated as "inside the wall" and will be subject to all the Chinese Wall
restrictions in this memo.

(b) Restrictions on Access to Information

The files, computers and offices where confidential information is physically
stored should generally be made inaccessible to persons not within the walled-in
group. In certain circumstances, there is adequate and physical segregation of
the group whereby access would be very limited. However, in other cases where
there is less physical segregation between the group and others, additional
precautionary measures should be taken to make sure that any confidential non-
public information is kept in files securely and not generally accessible.

Trading Activities by Persons Within the Wall

                                      C-16
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- --------------------------------------------------------------------------------
Persons within the Chinese Wall are prohibited from buying or selling securities
in the subject company, whether on behalf of TCW, clients or in personal
transactions. This restriction would not apply in the following two cases:  (1)
Where the affected persons have received deal-specific information, the persons
are permitted to use the information to consummate the deal for which it was
given; and (2) In connection with a liquidation of a client account in full, the
security in the affected account may be liquidated if the client has
specifically instructed TCW to liquidate the account in its entirety and if no
confidential information has been shared with the client. In this circumstance,
TCW would attribute the purchase or sale as having been effected at the
direction of the client rather than pursuant to TCW's discretionary authority
and TCW would be acting merely in an executory capacity - again, assuming no
confidential information has been shared with the client. The liquidating
portfolio manager should confirm to the Compliance Department in connection with
such a liquidation that no confidential information has been shared with the
client.

Note that if the transaction permitted under paragraph (a) is a secondary trade
(versus a direct company issuance), counsel should be consulted to determine
disclosure obligations to the counterpart of the insider information in our
possession.

Termination of Chinese Wall Procedures

When the information has been publicly disseminated and a reasonable time has
elapsed, or if the information has become stale, the Chinese Wall procedures
with respect to the information can generally be eliminated. This is
particularly tree where the information was received in an isolated circumstance
such as an inadvertent disclosure to an analyst or receipt of deal-specific
information. However, persons who by reason of an ongoing relationship or
position with the company are more exposed to the receipt of such information on
a frequent basis (for example, being a member of the Board of Directors or on a
Creditors' Committee) would ordinarily be subject to the Chinese Wall procedures
on a continuing basis and may be permitted to trade only during certain "window
periods" when the company permits such "access" persons to trade.

It will be the responsibility of each Group Head to ensure that members of his
or her group are abiding by these Chinese Wall procedures in every instance.

                                      C-17
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

                                REFERENCE TABLE

<TABLE>
<CAPTION>

IF YOU HAVE A QUESTION ABOUT                             YOU SHOULD CONTACT
- -----------------------------------------------------------------------------------------------
<S>                                   <C>

Whether information is "material"     First:  The Director of Research or your Department Head.
 or "non-public"                      If further inquiry is needed or desired, Chief
                                      Compliance Officer or General Counsel
- -----------------------------------------------------------------------------------------------

Taking a Board of Directors Seat      General Counsel or Chief Compliance Officer
 (Pre-approval is required)
- -----------------------------------------------------------------------------------------------

Obtaining deal-specific information   TCW attorney responsible for product or Chief Compliance
 (preclearance  is required)          Officer or General Counsel.

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

Sitting on a Creditors Committee      Chief Compliance Officer or General Counsel
 (Pre-approval is required)
- -----------------------------------------------------------------------------------------------

Inside information on TCW             Department Head for product area or for mutual funds (who
 commingled funds (e.g.               will notify Chief Compliance Officer)
 partnerships, masts, mutual funds)

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

Contacts with a public company        First: The Director of Research or your Department Head.
                                      If further inquiry is needed or desired, Chief
                                      Compliance Officer or General Counsel
- -----------------------------------------------------------------------------------------------

This Policy in general                Chief Compliance Officer or General Counsel
- -----------------------------------------------------------------------------------------------

Setting up a Chinese Wall             Chief Compliance Officer or General Counsel
- -----------------------------------------------------------------------------------------------

Who is "within" or "outside" a        Chief Compliance Officer or General Counsel
 Chinese Wall
- -----------------------------------------------------------------------------------------------

Restricted Securities List            Chief Compliance Officer or General Counsel
- -----------------------------------------------------------------------------------------------

Terminating a Chinese Wall            Chief Compliance Officer or General Counsel
- -----------------------------------------------------------------------------------------------
</TABLE>

                                      C-18
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

Certain Operational Procedures in Connection With Enforcement of Insider
Information and Insider Trading Policies

The following are certain operational procedures that will be followed to ensure
communication of insider trading policies to TCW's employees and enforcement
thereof by the Company.

(a) Education and Training

New Employees - The policy is in the Employee Handbook as pan of the TCW Code of
Ethics. Each new employee receives the Handbook from Human Resources. Human
Resources will have each new employee certify that he or she: agrees to abide by
the Code of Ethics (including the policy on insider trading). Each new employee
is required to view a Compliance orientation tape which discusses, among other
things, the policy.

Existing Employees - There will be an annual Compliance session which at least
all officers are required to attend in person or by viewing a video. The policy
on insider information and trading will be discussed at that session. Each
employee will be required to annually certify that he has read and understands
the term of the Code of Ethics for TCW (including the policy on insider
trading).

(b) Maintenance of Restricted List

TCW will maintain a list of the securities for which TCW is generally limited
firm-wide from engaging in transactions - the Restricted List. This list is
maintained by the Personal Securities Administrator, who distributes it to the
following personnel in all TCW offices: all traders, portfolio managers,
analysts, investment control, securities clearance, as well as certain other
individuals. This list is issued whenever there is an addition, deletion or
modification, as well as periodically if there have been no changes. In some
cases, the list may note a partial restriction, e.g. restricted as to purchase,
restricted as to sale, or restricted as to a particular group or person. The
Personal Securities Administrator maintains an annotated copy of the list which
explains why each item is on it, and has a section giving the history of every
item that has been deleted. This Annotated List is distributed to the General
Counsel and the Chief Compliance Officer, as well as any additional persons
which either of them may approve. In addition, there is a Limited Annotated List
that only shows the securities on the list because of the Special Credits
Products and this list is distributed to the General Counsel at Oaktree.

The Restricted List is updated whenever there is a change, which the Personal
Securities Administrator has confirmed should be added with the General Counsel,
the Chief Compliance

Officer, or in certain cases the in-house attorney who handles the Special
Credits/Section 13D issues.

                                      C-19
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- --------------------------------------------------------------------------------

The Chief Compliance Officer or General Counsel or someone one of them
designates must approve any exemption, which is then documented by the Personal
Securities Administrator.

(c) Maintenance of Watch List

TCW will maintain a Watch List of those companies for which it has material non-
public information and it has instituted a Chinese Wall. This list will be
restricted in distribution to the Chief Compliance Officer and her staff and the
General Counsel, and such other persons as the Chief Compliance Officer or
General Counsel approve. It will be used for the purpose of surveillance as
described below. The list contains information such as the contact person that
resulted in the security' s being put on the list, the group(s) subject to the
Chinese Wall, when a security is put on the list or taken off when it should be
reviewed to see if it can be taken off (e.g. when confidentiality agreement
expires), why the security was added and deleted, and whether there is a
confidentiality agreement. See sample attached.

(d) Surveillance

The Compliance Department will periodically review trading in accounts in shares
of companies on the Watch List by TCW personnel, whether on behalf of clients or
in personal trading, and by TCW in its proprietary accounts. If the Chief
Compliance Officer determines that there has been any unusual trading that
warrants further investigation, she will coordinate a review. If any impropriety
is found, the Chief Compliance Officer will report it to the General Counsel and
the President of The TCW Group, Inc., and such other persons as she may deem
appropriate.

(e) Consent to Service on Boards of Directors and Creditors' Committees

In order to monitor situations where material, non-public information may become
available by reason of a board position, employees are required to obtain
consent for accepting positions on non-TCW boards of directors. See Code of
Ethics. Similarly, consent is required for employees to sit on Creditors'
Committees. See Policy Statement and Procedures on Insider Information and
Insider Trading. The General Counsel or Chief Compliance Officer will grant any
such approvals and it will be documented by the Personal Securities
Administrator.

                                      C-20
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

                IV  GIFTS, PAYMENTS, AND PREFERENTIAL TREATMENT
                    -------------------------------------------

Gifts Received by Employees

No employee should solicit, receive, or participate in any arrangement leading
to a gift to himself or herself, relatives, or friends, or any business in which
any of them have a substantial interest, in consideration of past, present or
prospective business conducted with TCW. As a general rule, you should not
accept gifts of more than de minimis value from present or prospective clients,
providers of goods or services or others with which TCW has dealings. While
there is no absolute definition of de minimis, you should exercise good judgment
to assure that no gift that is excessive in value is accepted. You should
immediately report any offer of an improper gift to Hilary Lord.

The term "gift" includes, but is not limited to, substantial favors, money,
credit, special discounts on goods or services, free services, loans of goods or
money, excessive entertainment events, trips, hotel expenses, excessive
entertainment food or beverages, or anything else of value. Gifts to an
employee's immediate family are included in this policy. The receipt of cash
gifts by employees is absolutely prohibited.

If you believe that you cannot reject or return a gift without potentially
damaging friendly relations between a third party and TCW, you should report the
gift and its estimated dollar value in writing to Hilary Lord, who may require
that the gift be donated to charity.

Gifts and Entertainment Given by Employees

It is acceptable for you to give gifts or favors of nominal value to the extent
they are appropriate and suitable under the circumstances, meet the standards of
ethical business conduct, and involve no element of concealment. Entertainment
that is reasonable and appropriate for the circumstances is an accepted practice
to the extent that it is both necessary and incidental to the performance of
TCW's business.

Political Contributions

It is the policy of TCW to comply fully with federal and state election campaign
laws. You are responsible for monitoring your own political contributions to be
certain that they comply with all applicable laws.

Other Codes of Ethics

You should be aware that sometimes a client imposes more stringent codes of
ethics than those set forth above. If you are subject to a client's code of
ethics, you should abide by it.

                                      C-21
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

                                  V   OUTSIDE ACTIVITIES
                                      ------------------

Outside Employment

Each employee is expected to devote his or her full time and ability to TCW's
interests during regular working hours and such additional time as may be
properly required. TCW discourages employees from holding outside employment,
including consulting. If you are considering taking outside employment, you must
submit a written request to your Department Head. The request must include the
name of the business, type of business, type of work to be performed, and the
days and hours that the work will be performed. If your Department Head approves
your request, it will be submitted to Alvin Albe for final approval.

An employee may not engage in outside employment that:  (a) interferes,
competes, or conflicts with the interest of TCW; (b) encroaches on normal
working time or otherwise impairs performance; (c) implies TCW's sponsorship or
support of an outside organization; or (d) reflects directly or indirectly
adversely on TCW. Corporate policy prohibits outside employment in the
securities brokerage industry. Employees must abstain from negotiating,
approving or voting on any transaction between TCW and any outside organization
with which they are affiliated, whether as a representative of TCW or the
outside organization except in the ordinary course of their providing services
for TCW and on a fully disclosed basis.

If you have an approved second job, you are not eligible to receive compensation
during an absence from work which is the result of an injury on the second job
and outside employment will not be considered an excuse for poor job
performance, absenteeism, tardiness or refusal to work overtime. Should any of
these situations occur, approval may be withdrawn.

Any other outside activity or venture that is not covered by the foregoing, but
that may raise questions, should be cleared with Alvin Albe.

Service as Director

No officer, portfolio manager, investment analyst or securities trader may serve
as a director or in a similar capacity of any non-TCW company or institution,
whether or not it is part of your role at TCW, without prior approval of the
Approving Officers. You do not need approval to serve on the board of a private
family corporation for your family or any charitable, professional, civic or
nonprofit entities that are not clients of TCW and have no business relations
with TCW. If you receive approval, it will be subject to the implementation of
procedures to safeguard against potential conflicts of interest, such as Chinese
Wall procedures or placing securities of the company on a restricted list. TCW
may withdraw approval if senior management concludes that withdrawal is in TCW's
interest. Also, if you serve in a director capacity which does not require
approval but circumstances later change which would require such approval (e.g.
the company enters into business relations with TCW or becomes a client), you
must then get

                                      C-22
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

approval. See the attached sample of a Report on Outside Directorships which you
should use to seek any approval (Exhibit C-F).

Fiduciary Appointments

No employee may accept appointments as executor, trustee, guardian, conservator,
general partner or other fiduciary, or any appointment as a consultant in
connection with fiduciary or active money management matters, without the prior
approval of the Approving Officers. This policy does not apply to appointments
involving personal estates or service on the board of a charitable, civic, or
nonprofit company where the Access Person does not act as an investment adviser
for the entity's assets. If TCW grants you approval to act as a fiduciary for an
account outside TCW, it may determine that the account qualifies as an Outside
Fiduciary Account. Securities traded by you as a fiduciary will be subject to
the TCW Personal Investment Transactions Policy.

Compensation, Consulting Fees and Honorariums

If you have received proper approval to serve in an outside organization or to
engage in other outside employment, you may retain all compensation paid for
such service unless otherwise provided by the terms of the approval. You should
report the amount of this compensation to Alvin Albe. You may not retain
compensation received for services on boards of directors or as officers of
corporations where you serve in the course of your employment activities with
TCW. You may also retain honorariums received by you for publications, public
speaking appearances, instruction courses at educational institutions, and
similar activities. You should direct any questions concerning the permissible
retention of compensation to Alvin Albe.

Participation in Public Affairs

TCW encourages its employees to support community activities and political
processes. Normally, voluntary efforts take place outside of regular business
hours. If voluntary efforts require corporate time, you should obtain prior
approval from Alvin Albe. If you wish to accept an appointive office, or run for
elective office, you must first obtain approval from Alvin Albe. You must
campaign for an office on your own time and may not use TCW property or services
for such purposes without proper reimbursement to TCW.

In all cases, employees participating in political activities do so as
individuals and not as representatives of TCW. To prevent any interpretation of
sponsorship or endorsement by TCW, you should not use either the TCW name or its
address in material you mail or funds you collect, nor, except as necessary
biographical information, should TCW be identified in any advertisements or
literature.

                                      C-23
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

Serving as Treasurer of Clubs, Churches, Lodges

An employee may act as treasurer of clubs, churches, lodges, or similar
organizations. However, you should keep funds belonging to such organizations in
separate accounts and not commingle them in any way with the your personal funds
or TCW's funds.


                         VI.   OTHER EMPLOYEE CONDUCT
                               ----------------------

Personal Financial Responsibility

It is important that employees properly manage their personal finances,
particularly in matters of credit. Imprudent personal financial management may
affect job performance and lead to more serious consequences for employees in
positions of trust. In particular, you are not permitted to borrow from clients,
or from providers of goods or services with whom TCW deals, except those who
engage in lending in the usual course of their business and then only on terms
offered to others in similar circumstances, without special treatment. This
prohibition does not preclude borrowing from individuals related to you by blood
or marriage.

Taking Advantage of a Business Opportunity that Rightfully Belongs to TCW

Employees must not take for their own advantage an opportunity that rightfully
belongs to TCW. Whenever TCW has been actively soliciting a business
opportunity, or the opportunity has been offered to it, or TCW's funds,
facilities or personnel have been used in pursuing the opportunity, that
opportunity rightfully belongs to TCW and not to employees who may be in a
position to divert the opportunity for their own benefits.

     Examples of improperly taking advantage of a corporate opportunity include:

     .   Selling information to which an employee has access because of his/her
         position.

     .   Acquiring any real or personal property interest or right when TCW is
         known to be interested in the property in question.

     .   Receiving a commission or fee on a transaction which would otherwise
         accrue to TCW.

     .   Diverting business or personnel from TCW.

                                      C-24
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

Corporate Property or Services

Employees are not permitted to act as principal for either themselves or their
immediate families in the supply of goods, properties, or services to TCW,
unless approved by Alvin Albe. Purchase or acceptance of corporate property or
use of the services of other employees for personal purposes are also
prohibited. This would include the use of inside counsel for personal legal
advice absent approval from the General Counsel or use of outside counsel for
personal legal advice at TCW's expense.

Use of TCW Stationery

It is inappropriate for employees to use official corporate stationery for
either personal correspondence or other non-job-related purposes.

Giving Advice to Clients

TCW cannot practice law or provide legal advice. You should avoid statements
that might be interpreted as legal advice. You should refer questions in this
area to Michael Cahill. You should also avoid giving clients advice on tax
matters, the preparation of tax returns, or investment decisions, except as may
be appropriate in the performance of an official fiduciary or advisory
responsibility, or as otherwise required in the ordinary course of your duties.


                            VII.  CONFIDENTIALITY
                                  ---------------

All information relating to past, current and prospective clients is highly
confidential and is not to be discussed with anyone outside the organization
under any circumstance. One of the most sensitive and difficult areas in TCW's
daily business activities involves information regarding investment plans or
programs and possible or actual securities transactions by TCW.

Consequently, all employees will be required to sign and adhere to a
Confidentiality Agreement (Exhibit C-G).


                           VIII.  EXEMPTIVE RELIEF
                                  ----------------

The Approving Officers, consisting of (i) one of Alvin Albe or Marc Stern and
                                                                          ---
(ii) one of Michael Cahill or Hilary Lord, will review and consider any proper
request of an Covered Person for relief or exemption from any remedy,
restriction, limitation or procedure contained in this Code of Ethics which is
claimed to cause a hardship for such Covered Person or which may involve an
unforeseen or involuntary situation where no abuse is involved. Exemptions of
any nature may be given on a specific basis or a class basis, as the Approving
Officers determine. The Approving Officers may also grant exemption from Covered
Person status to any person or class of persons it determines do not warrant
such status. Under appropriate circumstances, the

                                      C-25
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

Approving Officers may authorize a personal transaction involving a security
subject to actual or prospective purchase or sale for TCW clients, where the
personal transaction would be very unlikely to affect a highly institutional
market, where the TCW officer or employee is not in possession of Inside
Information, or for other reasons sufficient to satisfy the Approving Officers
that the transaction does not represent a conflict of interest, involve the
misuse of inside information or convey the appearance of impropriety. The
Approving Officers shall meet on an ad hoc basis, as deemed necessary upon
written request by an Access Person, stating the basis for his or her request
for relief. The Approving Officers' decision is solely within their complete
discretion.

                                IX.  SANCTIONS
                                     ---------

Upon discovering a violation of this Code, TCW may impose such sanctions as it
deems appropriate, including, but not limited to, a reprimand (orally or in
writing), a reversal of any improper transaction and disgorgement of the profits
from the transaction, demotion, and suspension or termination of employment.


                      X. ANNUAL COMPLIANCE CERTIFICATION
                         -------------------------------

TCW will require all Covered Persons and TCW directors to certify annually that
(i) they have read and understand the terms of this Code of Ethics and recognize
the responsibilities and obligations incurred by their being subject to this
Code, and (ii) they are in compliance with the requirements of this Code,
including but not limited to the personal investment transactions policies
contained in this Code (Exhibit C-E).

                                      C-26
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

                                CODE OF ETHICS
                            EMPLOYEE CERTIFICATION


          I have read and understand the terms of the Code of Ethics of The TCW
Group, Inc. dated March 2000, as amended. I recognize the responsibilities and
obligations incurred by me as a result of my being subject to this Code of
Ethics. I hereby agree to abide by the Code of Ethics.


_________________________________                       _______________________
(Signature)                                                              (Date)


_________________________________
(Print name)

                                      C-27
<PAGE>

COMPLIANCE                                                            Exhibit r
TCW
EMPLOYEE POLICY                                               [GRAPHIC]
March 2000
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                 EXHIBITS

          <S>                                                        <C>
          Request for Personal Investment Transactions Approval      C-A
          Quarterly Report of Personal Investment Transactions       C-B
          Initial Holdings Report                                    C-C
          Annual Holdings Report                                     C-D
          Annual Compliance Certification                            C-E
          Report on Outside Directorships and Officerships           C-F
          Confidentiality Agreement                                  C-G
</TABLE>

                                      C-28
<PAGE>

             REQUEST FOR PERSONAL INVESTMENT TRANSACTIONS APPROVAL
                         (please print legibly in ink)

DO NOT TRADE UNTIL YOU HAVE BEEN NOTIFIED BY THE PERSONAL SECURITIES
ADMINISTRATOR THAT YOU CAN TRADE. THIS AUTHORIZATION IS VALID ONLY THROUGH THE
BUSINESS DAY FOLLOWING APPROVAL DATE.  ANY TRANSACTION, OR PORTION THEREOF, NOT
SO COMPLETED WILL REQUIRE A NEW APPROVAL.  YOU WILL GET A COPY OF THE FORM
COUNTERSIGNED BY THE ADMINISTRATOR FOR YOUR PERSONAL RECORDS.

REMINDER: ADVISE YOUR BROKER TO SUPPLY DUPLICATE CONFIRMS AND STATEMENTS ON ALL
TRANSACTIONS TO:
               TCW, P.O. Box 71940, Los Angeles, California 90071,  Attention:
Andrew McManus.

Name:_________________________________ Department: _____________________________

Date:  _______________________________ Buy ________________ Sell _______________

Remember: Uncovered short sales are prohibited.
          Portfolio Managers are subject to "Blackout" periods for securities
          including the underlying securities for options.
          Portfolio Managers who manage any registered investment company for
          TCW and their associated investment personnel may not buy and sell, or
          sell and buy, the same security within 60 calendar days.

Full Name of Security and Issuer :

________________________________________________________________________________

If security is an ADR, ADS, option, or warrant describe the underlying security:

________________________________________________________________________________

CUSIP, SEDOL or other number for security (Your broker can give you):
____________________________________ Security Symbol ___________________________
Please place a check in all of the applicable boxes. Omissions will result in
                        ---                          ------------------------
delays in the processing of the request.
- ----------------------------------------

SECURITY IS:
I.   Domestic or Foreign:
     --------------------

     [   ]  A. Domestic      [   ]   B. Foreign and if so, specify

                                        country:_______________________________

II.  Equity or Fixed Income
     ----------------------

     A.  Equity
     [   ]  1. Common Stock or Preferred Stock
     [   ]  2. Shares of Closed-End Investment Company
     [   ]  3. Convertible Preferred Stock
     [   ]  4. Commodity including Financial Future
     [   ]  5. American Depository Receipt (ADR) or American Depository Share
               (ADS)
     [   ]  6. Other Depository Receipt or Depository Share
     [   ]  7. Option or Warrant  (Writing of uncovered options is prohibited)
     [   ]  8. Future
     [   ]  9. Other and if so, specify:

               ________________________________________________________________

     B.  Fixed Income
     [   ]  1. Mortgage-Backed or Asset-Backed Debt
     [   ]  2. Convertible Debt
     [   ]  3. Other Debt
     [   ]  4. Option or Warrant (Writing of uncovered options is prohibited)
     [   ]  5. Future
     [   ]  6. Other and if so, specify:

               ________________________________________________________________

     [   ]   7. Issuer is a government agency or quasi-agency.
     [   ]   8. Issuer is a municipality.

III. Private Placement or Public Offering
     ------------------------------------

     [   ]   A. Private Placement  (For Portfolio Managers, Traders, and
                Investment Analysts, prior approval of Approving Officers is
                required)
     [   ]   B. Public Offering   (Investments in Initial Public Offerings are
                prohibited)

I hereby request permission to effect a transaction in the security as indicated
above for my account or another account in which I have a beneficial interest.
I am familiar with and agree to abide by the requirements set forth in the Code
of Ethics and certify that this request is made in compliance with the Code of
Ethics.

                                     ___________________________________________
                                     Signature of Person Requesting Approval

Transaction Approved: ________________________ Date: ___________________________
                      Andrew McManus

If Foreign Office ____________________________ Date: ___________________________
                  Authorized Officer

                                      C-A
<PAGE>

             QUARTERLY REPORT OF PERSONAL INVESTMENT TRANSACTIONS
                     CONFIDENTIAL REPORT FOR U.S EMPLOYEES

                 For the Calendar Quarter Ended March 31, 2001
           (Due after April 1, 2001 but on or before April 10, 2001)

To:  Andrew McManus (15th floor)               From: ___________________________
                                                        Please print your name

Note:  The term "beneficial interest" is defined as in the TCW Code of Ethics.
- -----
The term "securities" includes any interest or instrument commonly known as a
security, including stocks, bonds, options, warrants, interests in privately
placed offerings, financial commodities, other derivative products and interests
in limited partnerships.  Failure to fully disclose all securities transactions
which should be reported will be considered a violation of the Code of Ethics.

SECTION I.  Securities Transactions.  Please check one of the boxes in this
            section.

[ ] A.  There were no securities transactions during the quarter in which I had
    a direct or indirect "beneficial interest."

[ ] B.  All of the securities transactions during the quarter in which I had a
    direct or indirect "beneficial interest" (a) were exempt from quarterly
    reporting under the Code of Ethics or (b) were done in brokerage accounts
    for which I have arranged for TCW to receive duplicate confirmations and
    statements.

[ ] C.  The securities transactions listed below are all of the transactions
    during the quarter in which I had a direct or indirect "beneficial interest"
    that do not meet the requirements of item B above. Examples include, but are
    not limited to, private placements, securities purchased through an
    automatic dividend plan, securities purchases effected upon the exercise of
    rights issued by the issuer, and interests in TCW sponsored limited
    partnerships and other TCW sponsored private placements.

<TABLE>
<CAPTION>
               Type
Trade Date    (B)uy                              Price at          Issuer            Security Type
  Mo./Day     (S)ell     No. of      Principal     Which         (Security)         (If option also
              Other      Shares       Amount     Effected           Name                provide         Broker(s) or If
                                                                                    expiration date      No Broker Was
                                                                                     and if a debt      Involved, Where
                                                                                     security, also      the Securities
                                                                                    provide interest     Are Custodied
                                                                                    rate & maturity
                                                                                         date.)
<S>           <C>       <C>         <C>          <C>             <C>                <C>                 <C>
- -------------------------------------------------------------------------------------------------------------------------

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

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

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

SECTION II.  Brokerage Accounts. Please check one of the boxes in this section.

[ ] No accounts were opened during the quarter in which I have a "beneficial
    interest."

[ ] The following account(s) in which I have a "beneficial interest" were opened
    during the quarter:

Brokerage Firm_____________________Account #_______________Date Opened__________

Brokerage Firm_____________________Account #______________ Date Opened__________

SECTION III. Pre-clearance and Instructions Regarding Duplicate Confirmations
             and Statements

I received pre-clearance for all transactions during the quarter which required
pre-clearance under the Code of Ethics. In addition, for any brokerage account
listed above, I have instructed the brokerage firm to provided duplicate
confirmations and statements, starting with the inception date of the account,
to TCW at P.O. Box 71940, Los Angeles, CA 90071, Attention: Andrew McManus.
_________   ________
Yes         No

______________________________________                    _____________________
Signature                                                 Date

                                      C-B
<PAGE>

                            INITIAL HOLDINGS REPORT


To:  Andrew McManus (22nd Floor)

From:_____________________
                                             Please print your name


     I hereby certify that the following is a complete listing of all securities
(other than U.S. Government securities, bank certificates of deposit, bankers'
acceptances, commercial paper and mutual funds).

     Note: The term "securities" includes any interest or instrument commonly
     -----
known as a security including all stocks, bonds, options, warrants, securities
acquired in privately placed offerings, financial commodities, other derivative
products and interests in limited partnerships. Failure to fully disclose all
securities will be considered a violation of the Code of Ethics.


<TABLE>
<CAPTION>
     Name of Security            Type of Security             Number of Shares or              Year Acquired
                                                             Principal Value of Bonds
<S>                            <C>                           <C>                             <C>
- ---------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


(Use additional sheet if necessary. You may attach copies of your year-end
brokerage statements instead of completing the above.)


____________________                          _____/_____/_____
   (Sign Name)                                     (Date)

                                      C-C
<PAGE>

                             ANNUAL HOLDINGS REPORT

To:  Andrew McManus (22nd Floor)
From:_____________________
                                                       Please print your name

     I hereby certify that the following is a complete listing of all securities
(other than U.S. Government securities, bank certificates of deposit, bankers'
acceptances, commercial paper and mutual funds).

     Note: The term "securities" includes any interest or instrument commonly
     -----
known as a security including all stocks, bonds, options, warrants, securities
acquired in privately placed offerings, financial commodities, other derivative
products and interests in limited partnerships. Failure to fully disclose all
securities will be considered a violation of the Code of Ethics.


<TABLE>
<CAPTION>
     Name of Security              Type of Security            Number of Shares or              Year Acquired
                                                             Principal Value of Bonds
<S>                          <C>                           <C>                           <C>
- ---------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(Use additional sheet if necessary. You may attach copies of your year-end
brokerage statements instead of completing the above.)


____________________                                _____/_____/_____
(Sign Name)                                              (Date)

                                      C-D
<PAGE>

                        ANNUAL COMPLIANCE CERTIFICATION
        (Due after December 31, 2000 and on or before January 31, 2001)


To:  Andrew McManus        From: ____________________________________________
                           Please print your name

I.  Broker Information
    ------------------

You are required to direct your Broker to send duplicate copies of your trade
confirmations and your periodic broker statements.  This covers all accounts in
which you have a beneficial interest.

Whether or not you are actively trading, it is still your responsibility to
inform your Broker to send this information (please refer to page C7 of the TCW
Code of Ethics).

Please confirm the following information for 1999 (you may attach copies of your
year-end brokerage statements instead of completing the information below) :

1.  NO BROKERAGE ACCOUNTS

    ___  I have no brokerage accounts at this time and have not had any
         brokerage accounts since January 1, 2000 or the date I joined TCW,
         whichever is later.

2.  HAVE OR HAVE HAD BROKERAGE  ACCOUNTS


    ___  I have or have had an account(s) these are all of the accounts I
         have had at any time since January 1, 2000 or the date I with the
         following Brokers and joined TCW, whichever is later. (Please list all
         accounts in which you have or had a Beneficial Interest)

<TABLE>
<CAPTION>

     Brokerage Firm          Account #                    Date Opened or Closed
<S>                          <C>                          <C>
______________________     _________________________     _______________________

______________________     _________________________     _______________________

______________________     _________________________     _______________________

______________________     _________________________     _______________________

______________________     _________________________     _______________________

</TABLE>

II.  Annual Compliance Certification
     -------------------------------

     I have read and understand the terms of the Code of Ethics of the TCW
Group, Inc. and recognize the responsibilities and obligations incurred by my
being subject to this Code.  I am in compliance with the requirements of this
Code (including but not limited to the personal investment transactions policies
contained in the Code) and have been in compliance since the date of my last
Annual Certificate of Compliance, except for any violations which I have
reported to the Compliance Department or which the Compliance Department has
reported to me.  I hereby agree to abide by the Code of Ethics of the TCW Group,
Inc.

_____________________________                      ___________________________
Name                                               Date

                                      C-E
<PAGE>

                REPORT ON OUTSIDE DIRECTORSHIPS AND OFFICERSHIPS
                ------------------------------------------------

TO:   Julie Minister                                DATE:_______________________

                                Signature: /2/
FROM: __________________________________________________________
      (Print Name)

 (Complete a separate form for each applicable Outside Company or Institution)
 =============================================================================
  None - I hold no outside directorships or officerships that require
reporting.
                                                          or
Name of Outside Company or Institution: _______________________________________

    Public Company            Private Company          Other Institution

Symbol: ______________  Exchange or other listing: _____________________________

TCW Related: /2/                  Yes _____       No _____

Member of Board of Directors:     Yes:_____       No:_____      Since when:_____

Committees: _______________________________   ________________________ (specify)

Offices Held:______________________________   ________________________ (specify)

Answer the following only if your position in the Outside Company is
TCW-Related: /3/

Describe how position is TCW-Related: /2/ _____________________________________

_______________________________________________________________________________

Compensation: ______________________________________________ (cash and non-cash)

Disposition of Compensation: __________________________________________________

D&O Insurance:  Does Outside Company provide?   Yes: _____            No: _____

Coverage: __________________ (attach Certificate or other evidence of Insurance)

You need not report service as a director or officer of a private family
corporation or any charitable, civic or nonprofit entities that are not clients
of TCW and have no business relations with TCW.

     NOTE: TCW'S D&O Policy does not cover you for outside officerships or
                                 directorships.



________________________
/2/  By signing this form, you confirm the continued application of any Chinese
     Wall restrictions previously imposed on you with respect to information on
     the reported Company.

/3/  "TCW Related" is the position held (a) in connection with the performance
      -----------
     of your duties for TCW or (b) at the specific request of TCW?  If so,
     answer "Yes".

                                      C-F
<PAGE>

                                      TCW

                           CONFIDENTIALITY AGREEMENT
                           -------------------------


     In connection with work performed, or to be performed, on project
involving the TCW Group, Inc., or any of its affiliated companies, I hereby
represent and agree as follows:

     1. I recognize that in connection with such work, I may come into
possession of information regarding investment plans or programs and possible or
actual securities transactions by TCW (the "Information").

     2. I recognize that the Information is highly confidential and market
sensitive in nature and must be treated with the utmost care and discretion.

     3. I hereby agree not to disclose any Information to any other person or
entity for any reason whatsoever, other than (i) strictly where required in the
course of performing duties for TCW, or (ii) to other individuals who have
executed, and are subject to, a similar Confidentiality Agreement with TCW.

     4. I agree not to use, and not to permit directly or indirectly any other
person or entity to use, and Information in connection with the purchase or sale
of any securities by or behalf of anyone but TCW.

     5. I agree to advise Hilary Lord immediately should I become aware of any
breach of this Confidentiality Agreement or of any instance in which the
Information has been intentionally or unintentionally communicated to a third
party in violation of this Confidentiality Agreement.

     6. I recognize the seriousness and potential liability of any breach of
this Confidentiality Agreement and hereby agree to indemnify and hold TCW
harmless from any loss or damage resulting from any breach by me of this
Confidentiality Agreement.



Name (Please Print)


- ------------------------------------------
Signature                                       Date

                                      C-7
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
