Form of Amendment No. 3 to the Amended and Restated Investment
Advisory and Management Agreement.
TCW Galileo Funds, Inc. and TCW Investment Management Company hereby agree to
amend the Amended and Restated Investment Advisory and Management Agreement
("Agreement") entered into by the parties effective December 1, 2001.
All other terms and conditions of the Agreement will remain in full force and
effect, including the existing provisions of Schedule B and any amendments
thereof.
Schedule B
Annual Fee Rate (expressed as
Fund percentage of net assets)
---- ----------------------
TCW Galileo Diversified Value Fund .75%
TCW Galileo Opportunity Fund .90%
TCW Galileo Income + Growth Fund .75%
IN WITNESS WHEREOF, the parties have agreed to and executed this amendment to
the Agreement on the day and year written above.
Attest TCW Galileo Funds, Inc.
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By:----------------------- Xxxx X. Xxxxx
Title:-------------------- Chairman
--------------------------
Xxxxx X. Xxxx, Xx.
President
Attest TCW Investment Management
Company
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By:----------------------- Xxxxx X. Xxxx
Title:-------------------- President
