AMENDMENT NO. 1 TO INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

Exhibit 99(d)(2)

AMENDMENT NO. 1 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 February 6, 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 High Yield Bond Fund		0.45%
TCW Short Term Bond Fund		0.35%

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.
/s/ Xxxxxxx X. Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxxxxxxxxx
Xxxxxxx X. Xxxxxx						Xxxxxxx X. Xxxxxxxxxxxx
Assistant Secretary						President and Chief Executive Officer

				By:		/s/ Xxxxx X. XxXxxx
						Xxxxx X. XxXxxx
						Treasurer and Principal Financial Officer

Attest				TCW INVESTMENT MANAGEMENT COMPANY
/s/ Xxxxxxx X. Xxxxxx				By:		/s/ Xxxxx X. XxXxxx
Xxxxxxx X. Xxxxxx						Xxxxx X. XxXxxx
Assistant Secretary						Executive Vice President and Chief Administrative Officer

				By:		/s/ Xxxxxxx X. Xxxxxxxxxxxx
						Xxxxxxx X. Xxxxxxxxxxxx
						Group Managing Director