AMENDMENT NO. 2 TO INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

Exhibit 99(d)(3)

AMENDMENT NO. 2 TO

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

TCW Funds, Inc. and TCW Investment Management Company hereby agree to amend the Investment Advisory and Management Agreement (“Agreement”) entered into by the parties and dated as of February 6, 2013 as follows.

This amendment shall be effective as of June 26, 2013. All other terms and conditions of the Agreement will remain in full force and effect, including the existing provisions of Schedule A and any amendments, thereof.

SCHEDULE A

Fund				Annual Fee Rate (expressed as a percentage of net assets)
TCW Emerging Markets Multi-Asset Opportunities Fund				0.95%

IN WITNESS WHEREOF, the parties have agreed to and executed this amendment to the Agreement on the day and year written above.

Attest						TCW FUNDS, INC.
						By:
Xxxxxxx X. Xxxxxx Assistant Secretary								Xxxxxxx X. Xxxxxxxxxxxx President and Chief Executive Officer
						By:
								Xxxxx X. XxXxxx Treasurer and Principal Financial Officer
Attest						TCW INVESTMENT MANAGEMENT COMPANY
						By:
Xxxxxxx X. Xxxxxx Assistant Secretary								Xxxxx X. XxXxxx Executive Vice President and Chief Administrative Officer
						By:
								Xxxxxxx X. Xxxxxxxxxxxx Group Managing Director