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AMENDMENT NO. 1 TO
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 and dated March 1, 1999, as follows,
effective July 19, 2000.
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 a
Fund percentage of net assets)
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TCW Galileo Analyst Growth Fund 0.90%
TCW Galileo Growth & Income Fund 0.75%
TCW Galileo Health Sciences Fund 0.90%
TCW Galileo Technology Fund 1.00%
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.
By:
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Secretary Marc I. Stern
Chairman
By:
-------------------------
Alvin R. Albe, Jr.
President
Attest TCW INVESTMENT MANAGEMENT COMPANY
By:
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Assistant Secretary Alvin R. Albe, Jr.
President & Chief Executive Officer
By:
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Michael E. Cahill
Managing Director, General Counsel
