0001193125-15-085559 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • March 10th, 2015 • TCW Alternative Funds • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2015 by and between TCW Alternative Funds, a Delaware statutory trust (the “Client”), and TCW Funds Distributors, a [•] (the “Distributor”).

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TCW ALTERNATIVE FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: March 9, 2015
Agreement and Declaration of Trust • March 10th, 2015 • TCW Alternative Funds

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of TCW Alternative Funds, a Delaware statutory trust, made as of March 9, 2015, by the undersigned Trustees.

TCW ALTERNATIVE FUND INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • March 10th, 2015 • TCW Alternative Funds • Delaware

THIS AGREEMENT (this “Agreement”) is made as of [•], 2015 by and between TCW Alternative Funds, a Delaware statutory trust (the “Trust”), and TCW Investment Management Company, a California corporation (the “Adviser”).

TCW ALTERNATIVE FUNDS SUBSCRIPTION AGREEMENT
Subscription Agreement • March 10th, 2015 • TCW Alternative Funds • Delaware

This Subscription Agreement (this “Agreement”) is made this [ ] day of [ ], 2015, by and between, TCW Alternative Funds, a Delaware statutory trust (the “Trust”), on behalf of its series, TCW/Gargoyle Hedged Value Fund (the “Fund”), and TCW [ ], a [ ] (the “Subscriber”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 10th, 2015 • TCW Alternative Funds • Delaware

This AGREEMENT is made as of [•], 2015 by and among Gargoyle Investment Advisor, LLC, a New York limited liability company (the “Sub-Adviser”), and TCW Investment Management Company, a California corporation (the “Adviser”).

OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • March 10th, 2015 • TCW Alternative Funds • California

THIS OPERATING EXPENSES AGREEMENT (this “Agreement”) is effective as of the [•] day of [•], 2015, by and between TCW ALTERNATIVE FUNDS, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust listed in Appendix A attached hereto, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and TCW INVESTMENT MANAGEMENT COMPANY, a California corporation (the “Manager”).

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