N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-7170

TCW Funds, Inc.

(Exact name of registrant as specified in charter)

865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017

(Address of principal executive offices) (Zip code)

Philip K. Holl, Esq.

Secretary

865 South Figueroa Street, Suite 1800

Los Angeles, CA 90017

(Name and address of agent for service)

Registrant’s telephone number, including area code: (213) 244-0000

Date of fiscal year end: October 31, 2009

Date of reporting period: July 31, 2009

Item 1. Schedule of Investments. – The schedule of investments are filed herewith.

EQUITY FUNDS

TCW Balanced Fund

Schedule of Investments (Unaudited) July 31, 2009

Principal Amount		Fixed Income Securities	Value
		U.S. Government Agency Obligations (22.8% of Net Assets)
$	100,000	Federal Home Loan Mortgage Corp., 2.125%, due 03/23/12	$	101,129
	747,702	Federal Home Loan Mortgage Corp., 5.5%, due 09/01/37		775,460
	200,000	Federal National Mortgage Association, 2.75%, due 03/13/14		201,081
	50,000	Federal National Mortgage Association, 4.625%, due 10/15/13		54,325
	198,861	Federal National Mortgage Association, 5%, due 05/01/37		203,826
	455,195	Government National Mortgage Association, 5.5%, due 07/15/37		473,944
		Total U.S. Government Agency Obligations		1,809,765
		U.S. Treasury Bonds (4.0%)
	20,000	U.S. Treasury Bond, 4.5%, due 02/15/36		20,613
	200,000	U.S. Treasury Bond, 5.25%, due 11/15/28		224,750
	50,000	U.S. Treasury Bond, 8.125%, due 08/15/19		68,531
		Total U.S. Treasury Bonds		313,894
		U.S. Treasury Notes (15.8%)
	400,000	U.S. Treasury Note, 0.875%, due 04/30/11		399,250
	160,000	U.S. Treasury Note, 1.125%, due 01/15/12		159,075
	100,000	U.S. Treasury Note, 3.125%, due 09/30/13		103,781
	540,000	U.S. Treasury Note, 4.75%, due 08/15/17		594,422
		Total U.S. Treasury Notes		1,256,528
		Total Fixed Income Securities (Cost: $3,325,964) (42.6%)		3,380,187
Number of Shares		Common Stock
		Aerospace & Defense (1.2%)
	2,630	Honeywell International, Inc.		91,261
		Capital Markets (1.0%)
	750	Ameriprise Financial, Inc.		20,850
	1,610	Lazard, Ltd.		59,554
		Total Capital Markets		80,404
		Commercial Services & Supplies (0.6%)
	1,770	Waste Management, Inc.		49,755
		Communications Equipment (0.9%)
	10,240	Motorola, Inc.		73,318
		Computers & Peripherals (4.0%)
	7,120	Dell, Inc. (1)		95,266
	1,330	Hewlett-Packard Co.		57,589
	1,380	International Business Machines Corp.		162,743
		Total Computers & Peripherals		315,598

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Consumer Finance (0.8%)
2,270	American Express Co.	$	64,309
	Diversified Consumer Services (0.5%)
2,320	H&R Block, Inc.		38,721
	Diversified Financial Services (2.1%)
4,350	JPMorgan Chase & Co.		168,127
	Diversified Telecommunication Services (3.0%)
5,200	AT&T, Inc.		136,396
27,150	Qwest Communications International, Inc.		104,799
	Total Diversified Telecommunication Services		241,195
	Electric Utilities (1.3%)
3,410	American Electric Power Co., Inc.		105,574
	Electronic Equipment, Instruments and Components (2.3%)
14,325	Flextronics International, Ltd. (1)		76,209
5,007	Tyco Electronics, Ltd.		107,500
	Total Electronic Equipment, Instruments and Components		183,709
	Energy Equipment & Services (0.8%)
1,540	Baker Hughes, Inc.		62,370
	Food & Staples Retailing (0.8%)
1,870	CVS Caremark Corp.		62,608
	Food Products (3.2%)
3,760	Dean Foods Co. (1)		79,674
4,500	Kraft Foods, Inc.		127,530
4,600	Sara Lee Corp.		48,944
	Total Food Products		256,148
	Health Care Equipment & Supplies (2.3%)
9,890	Boston Scientific Corp. (1)		106,218
5,130	Hologic, Inc. (1)		75,360
	Total Health Care Equipment & Supplies		181,578
	Health Care Providers & Services (0.9%)
17,350	Tenet Healthcare Corp. (1)		68,533

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Household Durables (1.0%)
6,487	Lennar Corp.	$	76,806
	Household Products (1.8%)
2,490	Kimberly-Clark Corp.		145,541
	Industrial Conglomerates (2.1%)
5,230	General Electric Co.		70,082
3,177	Tyco International, Ltd.		96,009
	Total Industrial Conglomerates		166,091
	Insurance (1.9%)
3,590	Travelers Cos., Inc. (The)		154,621
	Leisure Equipment & Products (1.2%)
5,190	Mattel, Inc.		91,240
	Media (2.7%)
6,270	Comcast Corp.		93,172
4,620	Interpublic Group of Cos., Inc. (The) (1)		24,070
3,560	Time Warner, Inc.		94,910
	Total Media		212,152
	Metals & Mining (0.9%)
1,850	United States Steel Corp.		73,538
	Oil, Gas & Consumable Fuels (5.0%)
1,090	Anadarko Petroleum Corp.		52,538
2,310	Chevron Corp.		160,476
970	Devon Energy Corp.		56,347
2,680	Marathon Oil Corp.		86,430
2,160	Valero Energy Corp.		38,880
	Total Oil, Gas & Consumable Fuels		394,671
	Paper & Forest Products (1.1%)
4,590	MeadWestvaco Corp.		89,459
	Personal Products (0.7%)
1,530	Estee Lauder Cos., Inc. (The)		55,753
	Pharmaceuticals (4.0%)
3,750	Bristol-Myers Squibb Co.		81,525
7,720	Pfizer, Inc.		122,979

See accompanying notes to Schedule of Investments.

Number of Shares		Common Stock	Value
		Pharmaceuticals (Continued)
	3,230	Watson Pharmaceuticals, Inc. (1)	$	112,178
		Total Pharmaceuticals		316,682
		Semiconductors & Semiconductor Equipment (2.0%)
	5,480	Intel Corp.		105,490
	1,670	KLA-Tencor Corp.		53,240
		Total Semiconductors & Semiconductor Equipment		158,730
		Software (0.7%)
	2,510	CA, Inc.		53,061
		Specialty Retail (2.5%)
	5,910	Gap, Inc. (The)		96,451
	3,870	Home Depot, Inc. (The)		100,388
		Total Specialty Retail		196,839
		Total Common Stock (Cost: $5,045,677) (53.3%)		4,228,392
Principal Amount		Short-Term Investments
$	297,860	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $305,000, U.S. Treasury Bill, 0.23%, due 12/24/09 valued at $304,726) (Total Amount to be Received Upon Repurchase $297,860)		297,860
		Total Short-Term Investments (Cost: $297,860) (3.7%)		297,860
		Total Investments (Cost: $8,669,501) (99.6%)		7,906,439
		Excess of Other Assets over Liabilities (0.4%)		33,829
		Net Assets (100.0%)	$	7,940,268

Notes to the Schedule of Investments:

(1) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Balanced Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	1.2	%
Capital Markets	1.0
Commercial Services & Supplies	0.6
Communications Equipment	0.9
Computers & Peripherals	4.0
Consumer Finance	0.8
Diversified Consumer Services	0.5
Diversified Financial Services	2.1
Diversified Telecommunication Services	3.0
Electric Utilities	1.3
Electronic Equipment, Instruments and Components	2.3
Energy Equipment & Services	0.8
Food & Staples Retailing	0.8
Food Products	3.2
Health Care Equipment & Supplies	2.3
Health Care Providers & Services	0.9
Household Durables	1.0
Household Products	1.8
Industrial Conglomerates	2.1
Insurance	1.9
Leisure Equipment & Products	1.2
Media	2.7
Metals & Mining	0.9
Oil, Gas & Consumable Fuels	5.0
Paper & Forest Products	1.1
Personal Products	0.7
Pharmaceuticals	4.0
Semiconductors & Semiconductor Equipment	2.0
Software	0.7
Specialty Retail	2.5
U.S. Government Agency Obligations	22.8
U.S. Treasury Bonds	4.0
U.S. Treasury Notes	15.8
Short-Term Investments	3.7
Total	99.6	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Dividend Focused Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Aerospace & Defense (1.5% of Net Assets)
269,700	Honeywell International, Inc.	$	9,358,590
	Capital Markets (2.0%)
166,440	Ameriprise Financial, Inc.		4,627,032
687,300	Blackstone Group, LP (The)		7,738,998
	Total Capital Markets		12,366,030
	Chemicals (2.9%)
566,700	Du Pont (E.I.) de Nemours & Co.		17,528,031
	Commercial Services & Supplies (1.3%)
269,900	Waste Management, Inc.		7,586,889
	Communications Equipment (1.7%)
1,469,100	Motorola, Inc.		10,518,756
	Computers & Peripherals (6.0%)
516,800	Dell, Inc. (1)		6,914,784
186,300	Hewlett-Packard Co.		8,066,790
184,500	International Business Machines Corp.		21,758,085
	Total Computers & Peripherals		36,739,659
	Consumer Finance (0.8%)
164,900	American Express Co.		4,671,617
	Containers & Packaging (2.7%)
826,100	Packaging Corp. of America		16,249,387
	Diversified Consumer Services (0.9%)
344,000	H&R Block, Inc.		5,741,360
	Diversified Financial Services (5.0%)
602,300	JPMorgan Chase & Co.		23,278,895
260,700	NYSE Euronext		7,025,865
	Total Diversified Financial Services		30,304,760
	Diversified Telecommunication Services (6.4%)
604,200	AT&T, Inc.		15,848,166
3,719,800	Qwest Communications International, Inc.		14,358,428
960,954	Windstream Corp.		8,427,567
	Total Diversified Telecommunication Services		38,634,161

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Electric Utilities (1.8%)
356,600	American Electric Power Co., Inc.	$	11,040,336
	Electronic Equipment, Instruments & Components (2.5%)
711,200	Tyco Electronics, Ltd.		15,269,464
	Energy Equipment & Services (1.5%)
226,400	Baker Hughes, Inc.		9,169,200
	Food & Staples Retailing (1.5%)
269,900	CVS Caremark Corp.		9,036,252
	Food Products (5.1%)
59,400	Kellogg Co.		2,821,500
615,300	Kraft Foods, Inc.		17,437,602
1,028,700	Sara Lee Corp.		10,945,368
	Total Food Products		31,204,470
	Health Care Equipment & Supplies (1.3%)
708,300	Boston Scientific Corp. (1)		7,607,142
	Health Care Providers & Services (1.0%)
1,603,785	Tenet Healthcare Corp. (1)		6,334,951
	Household Durables (1.7%)
874,961	Lennar Corp.		10,359,538
	Household Products (3.3%)
343,400	Kimberly-Clark Corp.		20,071,730
	Industrial Conglomerates (3.8%)
715,150	General Electric Co.		9,583,010
441,100	Tyco International, Ltd.		13,330,042
	Total Industrial Conglomerates		22,913,052
	Insurance (3.2%)
446,700	Travelers Cos., Inc. (The)		19,239,369
	Leisure Equipment & Products (1.9%)
671,100	Mattel, Inc.		11,797,938

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Life Sciences Tools & Services (0.5%)
72,800	Thermo Fisher Scientific, Inc. (1)	$	3,296,384
	Machinery (0.3%)
65,800	Ingersoll-Rand PLC		1,900,304
	Media (4.5%)
692,350	Comcast Corp.		10,288,321
1,013,300	Regal Entertainment Group		12,605,452
159,066	Time Warner, Inc.		4,240,699
	Total Media		27,134,472
	Metals & Mining (1.7%)
265,800	United States Steel Corp.		10,565,550
	Oil, Gas & Consumable Fuels (9.8%)
164,200	Anadarko Petroleum Corp.		7,914,440
112,700	BP p.l.c. (SP ADR)		5,639,508
294,700	Chevron Corp.		20,472,809
135,500	Devon Energy Corp.		7,871,195
373,800	Marathon Oil Corp.		12,055,050
319,700	Valero Energy Corp.		5,754,600
	Total Oil, Gas & Consumable Fuels		59,707,602
	Paper & Forest Products (3.1%)
327,900	Avery Dennison Corp.		8,764,767
509,700	MeadWestvaco Corp.		9,934,053
	Total Paper & Forest Products		18,698,820
	Personal Products (1.2%)
197,100	Estee Lauder Cos., Inc. (The)		7,182,324
	Pharmaceuticals (6.9%)
517,000	Bristol-Myers Squibb Co.		11,239,580
1,081,800	Pfizer, Inc.		17,233,074
392,900	Watson Pharmaceuticals, Inc. (1)		13,645,417
	Total Pharmaceuticals		42,118,071
	Real Estate Investment Trusts (REITs) (0.7%)
264,800	Annaly Capital Management, Inc.		4,461,880

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Road & Rail (0.4%)
61,300	CSX Corp.	$	2,459,356
	Semiconductors & Semiconductor Equipment (4.1%)
218,700	Analog Devices, Inc.		5,985,819
719,900	Intel Corp.		13,858,075
151,100	KLA-Tencor Corp.		4,817,068
	Total Semiconductors & Semiconductor Equipment		24,660,962
	Software (1.2%)
344,100	CA, Inc.		7,274,274
	Specialty Retail (4.5%)
812,400	Gap, Inc. (The)		13,258,368
546,900	Home Depot, Inc. (The)		14,186,586
	Total Specialty Retail		27,444,954
	Thrifts & Mortgage Finance (1.2%)
690,200	New York Community Bancorp, Inc.		7,550,788
	Total Common Stock (Cost: $694,157,271) (99.9%)		608,198,423
	Total Investments (Cost: $694,157,271) (99.9%)		608,198,423
	Excess of Other Assets over Liabilities (0.1%)		913,638
	Net Assets (100.0%)	$	609,112,061

Notes to the Schedule of Investments:

SP ADR	-	Sponsored American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks that are issued with the cooperation of the company whose stock underlies the ADR and entitles the shareholder to all dividends, capital gains and voting rights.
(1)		Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Dividend Focused Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	1.5	%
Capital Markets	2.0
Chemicals	2.9
Commercial Services & Supplies	1.3
Communications Equipment	1.7
Computers & Peripherals	6.0
Consumer Finance	0.8
Containers & Packaging	2.7
Diversified Consumer Services	0.9
Diversified Financial Services	5.0
Diversified Telecommunication Services	6.4
Electric Utilities	1.8
Electronic Equipment, Instruments and Components	2.5
Energy Equipment & Services	1.5
Food & Staples Retailing	1.5
Food Products	5.1
Health Care Equipment & Supplies	1.3
Health Care Providers & Services	1.0
Household Durables	1.7
Household Products	3.3
Industrial Conglomerates	3.8
Insurance	3.2
Leisure Equipment & Products	1.9
Life Sciences Tools & Services	0.5
Machinery	0.3
Media	4.5
Metals & Mining	1.7
Oil, Gas & Consumable Fuels	9.8
Paper & Forest Products	3.1
Personal Products	1.2
Pharmaceuticals	6.9
Real Estate Investment Trusts (REITs)	0.7
Road & Rail	0.4
Semiconductors & Semiconductor Equipment	4.1
Software	1.2
Specialty Retail	4.5
Thrifts & Mortgage Finance	1.2
Total	99.9	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Focused Equities Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Aerospace & Defense (6.0% of Net Assets)
51,540	Honeywell International, Inc.	$	1,788,438
26,040	Lockheed Martin Corp.		1,946,751
	Total Aerospace & Defense		3,735,189
	Biotechnology (2.9%)
34,015	Genzyme Corp. (1)		1,765,038
	Chemicals (10.5%)
35,435	Air Products & Chemicals, Inc.		2,643,451
56,747	Ecolab, Inc.		2,355,568
17,800	Monsanto Co.		1,495,200
	Total Chemicals		6,494,219
	Commercial Banks (4.3%)
108,892	Wells Fargo & Co.		2,663,498
	Commercial Services & Supplies (2.0%)
43,512	Waste Management, Inc.		1,223,122
	Computers & Peripherals (3.2%)
12,000	Apple, Inc. (1)		1,960,680
	Diversified Financial Services (4.8%)
77,433	JPMorgan Chase & Co.		2,992,786
	Electrical Equipment (2.3%)
34,130	Rockwell Automation, Inc.		1,413,323
	Energy Equipment & Services (10.7%)
36,345	Schlumberger, Ltd.		1,944,458
31,165	Transocean, Ltd. (1)		2,483,539
115,087	Weatherford International, Ltd. (1)		2,159,032
	Total Energy Equipment & Services		6,587,029
	Food Products (0.9%)
11,500	Kellogg Co.		546,250
	Health Care Equipment & Supplies (3.4%)
8,900	Alcon, Inc.		1,135,640
24,905	Covidien PLC		941,658
	Total Health Care Equipment & Supplies		2,077,298

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Hotels, Restaurants & Leisure (1.1%)
19,485	Yum! Brands, Inc.	$	690,938
	Household Products (1.6%)
18,075	Procter & Gamble Co. (The)		1,003,343
	Insurance (5.3%)
57,540	Aflac, Inc.		2,178,465
11	Berkshire Hathaway, Inc. (1)		1,067,000
	Total Insurance		3,245,465
	IT Services (2.8%)
8,900	MasterCard, Inc.		1,726,867
	Life Sciences Tools & Services (3.1%)
42,830	Thermo Fisher Scientific, Inc. (1)		1,939,342
	Machinery (4.1%)
13,915	Danaher Corp.		852,155
32,180	SPX Corp.		1,699,747
	Total Machinery		2,551,902
	Multiline Retail (1.2%)
15,285	Kohl’s Corp. (1)		742,087
	Oil, Gas & Consumable Fuels (11.4%)
50,265	Anadarko Petroleum Corp.		2,422,773
27,430	Apache Corp.		2,302,749
32,589	Occidental Petroleum Corp.		2,324,899
	Total Oil, Gas & Consumable Fuels		7,050,421
	Pharmaceuticals (5.6%)
30,400	Allergan, Inc.		1,624,272
30,200	Johnson & Johnson		1,838,878
	Total Pharmaceuticals		3,463,150
	Road & Rail (3.4%)
36,300	Union Pacific Corp.		2,087,976
	Semiconductors & Semiconductor Equipment (2.3%)
53,080	Microchip Technology, Inc.		1,429,444

See accompanying notes to Schedule of Investments.

Number of Shares		Common Stock	Value
		Specialty Retail (4.2%)
	37,325	Home Depot, Inc. (The)	$	968,210
	45,625	TJX Cos., Inc. (The)		1,652,994
		Total Specialty Retail		2,621,204
		Tobacco (2.7%)
	35,494	Philip Morris International, Inc.		1,654,020
		Total Common Stock (Cost: $61,016,892) (99.8%)		61,664,591
Principal Amount		Short-Term Investments
$	372,279	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $385,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $384,654) (Total Amount to be Received Upon Repurchase $372,280)		372,279
		Total Short-Term Investments (Cost: $372,279) (0.6%)		372,279
		Total Investments (Cost: $61,389,171) (100.4%)		62,036,870
		Liabilities in Excess of Other Assets (-0.4%)		(236,229	)
		Net Assets (100.0%)	$	61,800,641

Notes to the Schedule of Investments:

(1) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Focused Equities Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	6.0	%
Biotechnology	2.9
Chemicals	10.5
Commercial Banks	4.3
Commercial Services & Supplies	2.0
Computers & Peripherals	3.2
Diversified Financial Services	4.8
Electrical Equipment	2.3
Energy Equipment & Services	10.7
Food Products	0.9
Health Care Equipment & Supplies	3.4
Hotels, Restaurants & Leisure	1.1
Household Products	1.6
IT Services	2.8
Insurance	5.3
Life Sciences Tools & Services	3.1
Machinery	4.1
Multiline Retail	1.2
Oil, Gas & Consumable Fuels	11.4
Pharmaceuticals	5.6
Road & Rail	3.4
Semiconductors & Semiconductor Equipment	2.3
Specialty Retail	4.2
Tobacco	2.7
Short-Term Investments	0.6
Total	100.4	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Growth Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Aerospace & Defense (1.9% of Net Assets)
220	Honeywell International, Inc.	$	7,634
85	Precision Castparts Corp.		6,784
	Total Aerospace & Defense		14,418
	Air Freight & Logistics (0.9%)
125	C.H. Robinson Worldwide, Inc.		6,816
	Beverages (1.4%)
145	Coca-Cola Co. (The)		7,227
106	Hansen Natural Corp. (1)		3,287
	Total Beverages		10,514
	Biotechnology (5.0%)
305	Arena Pharmaceuticals, Inc. (1)		1,555
150	Celgene Corp. (1)		8,544
95	Cephalon, Inc. (1)		5,572
185	Gilead Sciences, Inc. (1)		9,052
240	Human Genome Sciences, Inc. (1)		3,432
190	InterMune, Inc. (1)		2,903
115	Isis Pharmaceuticals, Inc. (1)		2,102
50	Medivation, Inc. (1)		1,238
155	Poniard Pharmaceuticals, Inc. (1)		1,118
105	Vertex Pharmaceuticals, Inc. (1)		3,781
	Total Biotechnology		39,297
	Capital Markets (1.3%)
285	SEI Investments Co.		5,386
105	T. Rowe Price Group, Inc.		4,905
	Total Capital Markets		10,291
	Chemicals (4.1%)
160	Celanese Corp.		4,112
30	CF Industries Holdings, Inc.		2,368
125	Monsanto Co.		10,500
50	Potash Corp. of Saskatchewan, Inc.		4,651
135	Praxair, Inc.		10,554
	Total Chemicals		32,185
	Commercial Banks (1.0%)
125	Signature Bank (1)		3,685

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Commercial Banks (Continued)
530	Wilshire Bancorp, Inc.	$	3,901
	Total Commercial Banks		7,586
	Commercial Services & Supplies (0.7%)
100	Clean Harbors, Inc. (1)		5,217
	Communications Equipment (9.1%)
425	Cisco Systems, Inc. (1)		9,354
1,235	Infinera Corp. (1)		8,361
685	Qualcomm, Inc.		31,654
285	Research In Motion, Ltd. (1)		21,660
	Total Communications Equipment		71,029
	Computers & Peripherals (3.8%)
180	Apple, Inc. (1)		29,410
	Construction & Engineering (2.0%)
150	Foster Wheeler AG (1)		3,465
149	Insituform Technologies, Inc. (1)		2,742
405	Quanta Services, Inc. (1)		9,440
	Total Construction & Engineering		15,647
	Consumer Finance (0.3%)
80	Capital One Financial Corp.		2,456
	Distributors (0.6%)
240	LKQ Corp. (1)		4,306
	Diversified Consumer Services (0.8%)
177	K12, Inc. (1)		3,322
15	Strayer Education, Inc.		3,186
	Total Diversified Consumer Services		6,508
	Diversified Financial Services (1.5%)
65	IntercontinentalExchange, Inc. (1)		6,114
80	Moody’s Corp.		1,899
142	MSCI, Inc. (1)		3,969
	Total Diversified Financial Services		11,982

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Electrical Equipment (2.5%)
74	Powell Industries, Inc. (1)	$	2,638
415	Rockwell Automation, Inc.		17,185
	Total Electrical Equipment		19,823
	Electronic Equipment, Instruments & Components (0.3%)
47	Itron, Inc. (1)		2,452
	Energy Equipment & Services (4.6%)
40	Core Laboratories N.V.		3,438
261	Oceaneering International, Inc. (1)		13,290
105	Transocean, Ltd. (1)		8,368
560	Weatherford International, Ltd. (1)		10,506
	Total Energy Equipment & Services		35,602
	Food & Staples Retailing (2.4%)
565	CVS Caremark Corp.		18,916
	Food Products (1.8%)
250	Kellogg Co.		11,875
395	Smart Balance, Inc. (1)		2,421
	Total Food Products		14,296
	Health Care Equipment & Supplies (3.4%)
135	Baxter International, Inc.		7,610
671	Dexcom, Inc. (1)		4,335
699	Hansen Medical, Inc. (1)		2,880
252	MAKO Surgical Corp. (1)		2,207
3,970	Sirius XM Radio, Inc. (1)		1,786
170	Thoratec Corp. (1)		4,274
100	Varian Medical Systems, Inc. (1)		3,527
	Total Health Care Equipment & Supplies		26,619
	Health Care Providers & Services (3.8%)
150	Catalyst Health Solutions, Inc. (1)		3,867
210	Express Scripts, Inc. (1)		14,708
160	Medco Health Solutions, Inc. (1)		8,458
90	Psychiatric Solutions, Inc. (1)		2,432
	Total Health Care Providers & Services		29,465

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Hotels, Restaurants & Leisure (3.5%)
36	California Pizza Kitchen, Inc. (1)	$	596
80	Ctrip.com International, Ltd. (ADR)(1)		4,100
211	Home Inns & Hotels Management, Inc. (ADR)(1)		3,376
130	Starwood Hotels & Resorts Worldwide, Inc.		3,069
460	Yum! Brands, Inc.		16,312
	Total Hotels, Restaurants & Leisure		27,453
	Household Products (1.4%)
200	Procter & Gamble Co. (The)		11,102
	Insurance (4.4%)
615	Aflac, Inc.		23,284
338	First Mercury Financial Corp. (1)		4,884
160	Hartford Financial Services Group, Inc. (The)		2,638
147	Tower Group, Inc.		3,671
	Total Insurance		34,477
	Internet Software & Services (4.0%)
145	Akamai Technologies, Inc. (1)		2,384
9	Baidu.com, Inc. (SP ADR)(1)		3,133
30	Equinix, Inc. (1)		2,452
31	Google, Inc. (1)		13,735
195	Mercadolibre, Inc. (1)		5,620
125	SINA Corp. (1)		4,147
	Total Internet Software & Services		31,471
	IT Services (1.3%)
50	MasterCard, Inc.		9,701
	Life Sciences Tools & Services (1.7%)
295	Life Technologies Corp. (1)		13,431
	Machinery (2.5%)
148	Chart Industries, Inc. (1)		2,850
265	Cummins, Inc.		11,398
60	Flowserve Corp.		4,846
	Total Machinery		19,094

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Media (1.4%)
85	DreamWorks Animation SKG, Inc. (1)	$	2,679
313	Lions Gate Entertainment Corp. (1)		1,834
195	McGraw-Hill Cos., Inc. (The)		6,113
	Total Media		10,626
	Multiline Retail (0.8%)
135	Kohl’s Corp. (1)		6,554
	Oil, Gas & Consumable Fuels (2.5%)
155	Plains Exploration & Production Co. (1)		4,441
237	Swift Energy Co. (1)		4,669
107	Ultra Petroleum Corp. (1)		4,721
121	Whiting Petroleum Corp. (1)		5,561
	Total Oil, Gas & Consumable Fuels		19,392
	Pharmaceuticals (3.4%)
200	Allergan, Inc.		10,686
276	Inspire Pharmaceuticals, Inc. (1)		1,342
390	Mylan, Inc. (1)		5,144
130	Teva Pharmaceutical Industries, Ltd. (SP ADR)		6,934
100	XenoPort, Inc. (1)		2,031
	Total Pharmaceuticals		26,137
	Road & Rail (0.6%)
210	Kansas City Southern (1)		4,265
	Semiconductors & Semiconductor Equipment (1.3%)
545	Cavium Networks, Inc. (1)		10,284
	Software (5.8%)
515	Activision Blizzard, Inc. (1)		5,897
145	ANSYS, Inc. (1)		4,533
168	ArcSight, Inc. (1)		3,187
70	Concur Technologies, Inc. (1)		2,414
145	Electronic Arts, Inc. (1)		3,113
110	Longtop Financial Technologies, Ltd. (ADR)(1)		3,072
230	Nuance Communications, Inc. (1)		3,036
235	Salesforce.com, Inc. (1)		10,185

See accompanying notes to Schedule of Investments.

Number of Shares		Common Stock	Value
		Software (Continued)
	545	Take-Two Interactive Software, Inc.	$	5,189
	140	VMware, Inc. (1)		4,512
		Total Software		45,138
		Specialty Retail (1.9%)
	210	GameStop Corp. (1)		4,597
	360	Guess?, Inc.		10,465
		Total Specialty Retail		15,062
		Textiles, Apparel & Luxury Goods (0.9%)
	115	Polo Ralph Lauren Corp.		7,251
		Tobacco (2.4%)
	405	Philip Morris International, Inc.		18,873
		Wireless Telecommunication Services (3.4%)
	630	American Tower Corp. (1)		21,477
	614	Clearwire Corp. (1)		4,973
		Total Wireless Telecommunication Services		26,450
		Total Common Stock (Cost: $789,995) (96.4%)		751,596
Principal Amount		Short-Term Investments
$	37,297	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $40,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $39,964) (Total Amount to be Received Upon Repurchase $37,297)		37,297
		Total Short-Term Investments (Cost: $37,297) (4.8%)		37,297
		Total Investments (Cost: $827,292) (101.2%)		788,893
		Liabilities in Excess of Other Assets (-1.2%)		(9,266	)
		Net Assets (100.0%)	$	779,627

Notes to the Schedule of Investments:

ADR	-	American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks entitling the shareholder to all dividends and capital gains.
SP ADR	-	Sponsored American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks that are issued with the cooperation of the company whose stock underlies the ADR and entitles the shareholder to all dividends, capital gains and voting rights.
(1)		Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Growth Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	1.9	%
Air Freight & Logistics	0.9
Beverages	1.4
Biotechnology	5.0
Capital Markets	1.3
Chemicals	4.1
Commercial Banks	1.0
Commercial Services & Supplies	0.7
Communications Equipment	9.1
Computers & Peripherals	3.8
Construction & Engineering	2.0
Consumer Finance	0.3
Distributors	0.6
Diversified Consumer Services	0.8
Diversified Financial Services	1.5
Electrical Equipment	2.5
Electronic Equipment, Instruments and Components	0.3
Energy Equipment & Services	4.6
Food & Staples Retailing	2.4
Food Products	1.8
Health Care Equipment & Supplies	3.4
Health Care Providers & Services	3.8
Hotels, Restaurants & Leisure	3.5
Household Products	1.4
IT Services	1.3
Insurance	4.4
Internet Software & Services	4.0
Life Sciences Tools & Services	1.7
Machinery	2.5
Media	1.4
Multiline Retail	0.8
Oil, Gas & Consumable Fuels	2.5
Pharmaceuticals	3.4
Road & Rail	0.6
Semiconductors & Semiconductor Equipment	1.3
Software	5.8
Specialty Retail	1.9
Textiles, Apparel & Luxury Goods	0.9
Tobacco	2.4
Wireless Telecommunication Services	3.4
Short-Term Investments	4.8
Total	101.2	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Growth Equities Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Aerospace & Defense (2.6% of Net Assets)
10,390	Aerovironment, Inc. (1)	$	295,492
39,300	Spirit AeroSystems Holdings, Inc. (1)		511,293
	Total Aerospace & Defense		806,785
	Air Freight & Logistics (3.9%)
11,100	C.H. Robinson Worldwide, Inc.		605,283
18,700	Expeditors International of Washington, Inc.		634,491
	Total Air Freight & Logistics		1,239,774
	Beverages (1.6%)
16,038	Hansen Natural Corp. (1)		497,338
	Biotechnology (7.2%)
13,200	Genzyme Corp. (1)		684,948
31,500	Human Genome Sciences, Inc. (1)		450,450
11,900	InterMune, Inc. (1)		181,832
15,800	Isis Pharmaceuticals, Inc. (1)		288,824
6,900	Medivation, Inc. (1)		170,775
13,700	Vertex Pharmaceuticals, Inc. (1)		493,337
	Total Biotechnology		2,270,166
	Chemicals (1.5%)
6,000	CF Industries Holdings, Inc.		473,640
	Commercial Banks (2.1%)
22,590	Signature Bank (1)		665,953
	Commercial Services & Supplies (3.7%)
13,700	Clean Harbors, Inc. (1)		714,729
29,400	Resources Connection, Inc. (1)		443,940
	Total Commercial Services & Supplies		1,158,669
	Communications Equipment (2.0%)
8,200	Research In Motion, Ltd. (1)		623,200
	Construction & Engineering (3.4%)
31,200	Quanta Services, Inc. (1)		727,272
12,000	Shaw Group, Inc. (1)		353,280
	Total Construction & Engineering		1,080,552

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Distributors (1.5%)
26,800	LKQ Corp. (1)	$	480,792
	Diversified Consumer Services (7.0%)
8,100	Capella Education Co. (1)		521,316
31,700	K12, Inc. (1)		595,009
5,100	Strayer Education, Inc.		1,083,138
	Total Diversified Consumer Services		2,199,463
	Diversified Financial Services (2.8%)
4,700	IntercontinentalExchange, Inc. (1)		442,082
15,608	MSCI, Inc. (1)		436,244
	Total Diversified Financial Services		878,326
	Electrical Equipment (2.4%)
18,300	Rockwell Automation, Inc.		757,803
	Energy Equipment & Services (8.3%)
7,300	Core Laboratories N.V.		627,508
17,300	National Oilwell Varco, Inc. (1)		621,762
15,400	Oceaneering International, Inc. (1)		784,168
22,300	Smith International, Inc.		560,399
	Total Energy Equipment & Services		2,593,837
	Health Care Equipment & Supplies (5.4%)
3,700	Intuitive Surgical, Inc. (1)		841,084
13,900	Masimo Corp. (1)		339,855
20,300	Thoratec Corp. (1)		510,342
	Total Health Care Equipment & Supplies		1,691,281
	Hotels, Restaurants & Leisure (5.5%)
5,300	Chipotle Mexican Grill, Inc. - Class B (1)		433,275
17,200	Ctrip.com International, Ltd. (ADR)		881,500
7,800	Wynn Resorts, Ltd. (1)		399,126
	Total Hotels, Restaurants & Leisure		1,713,901
	Insurance (5.2%)
13,200	ACE, Ltd.		647,592
28,600	eHealth, Inc. (1)		464,464

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Insurance (Continued)
20,400	Tower Group, Inc.	$	509,388
	Total Insurance		1,621,444
	Internet Software & Services (5.7%)
3,000	Baidu.com, Inc. (SP ADR)(1)		1,044,420
26,229	Mercadolibre, Inc. (1)		755,920
	Total Internet Software & Services		1,800,340
	IT Services (2.0%)
12,200	Alliance Data Systems Corp. (1)		622,200
	Machinery (2.1%)
8,500	Cummins, Inc.		365,585
8,900	Wabtec Corp.		299,485
	Total Machinery		665,070
	Media (1.0%)
9,600	DreamWorks Animation SKG, Inc. (1)		302,496
	Oil, Gas & Consumable Fuels (2.0%)
6,600	Contango Oil & Gas Co. (1)		306,174
7,000	Ultra Petroleum Corp. (1)		308,840
	Total Oil, Gas & Consumable Fuels		615,014
	Pharmaceuticals (3.5%)
73,200	Mylan, Inc. (1)		965,508
6,100	XenoPort, Inc. (1)		123,891
	Total Pharmaceuticals		1,089,399
	Semiconductors & Semiconductor Equipment (1.6%)
26,689	Cavium Networks, Inc. (1)		503,621
	Software (10.1%)
18,127	ANSYS, Inc. (1)		566,650
11,000	Concur Technologies, Inc. (1)		379,390
18,300	Electronic Arts, Inc. (1)		392,901
24,200	Nuance Communications, Inc. (1)		319,440
16,750	Salesforce.com, Inc. (1)		725,945

See accompanying notes to Schedule of Investments.

Number of Shares		Common Stock	Value
		Software (Continued)
	24,496	VMware, Inc. (1)	$	789,506
		Total Software		3,173,832
		Specialty Retail (1.3%)
	14,100	Guess?, Inc.		409,887
		Thrifts & Mortgage Finance (1.1%)
	20,400	People’s United Financial, Inc.		331,500
		Wireless Telecommunication Services (2.0%)
	78,200	Clearwire Corp. (1)		633,420
		Total Common Stock (Cost: $28,135,938) (98.5%)		30,899,703
Principal Amount		Short-Term Investments
$	173,983	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09, (collateralized by $180,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $179,838) (Total Amount to be Received Upon Repurchase $173,983)		173,983
		Total Short-Term Investments (Cost: $173,983) (0.5%)		173,983
		Total Investments (Cost: $28,309,921) (99.0%)		31,073,686
		Excess of Other Assets over Liabilities (1.0%)		305,687
		Net Assets (100.0%)	$	31,379,373

Notes to the Schedule of Investments:

ADR	-	American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks entitling the shareholder to all dividends and capital gains.
SP ADR	-	Sponsored American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks that are issued with the cooperation of the company whose stock underlies the ADR and entitles the shareholder to all dividends, capital gains and voting rights.
(1)		Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Growth Equities Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	2.6	%
Air Freight & Logistics	3.9
Beverages	1.6
Biotechnology	7.2
Chemicals	1.5
Commercial Banks	2.1
Commercial Services & Supplies	3.7
Communications Equipment	2.0
Construction & Engineering	3.4
Distributors	1.5
Diversified Consumer Services	7.0
Diversified Financial Services	2.8
Electrical Equipment	2.4
Energy Equipment & Services	8.3
Health Care Equipment & Supplies	5.4
Hotels, Restaurants & Leisure	5.5
IT Services	2.0
Insurance	5.2
Internet Software & Services	5.7
Machinery	2.1
Media	1.0
Oil, Gas & Consumable Fuels	2.0
Pharmaceuticals	3.5
Semiconductors & Semiconductor Equipment	1.6
Software	10.1
Specialty Retail	1.3
Thrifts & Mortgage Finance	1.1
Wireless Telecommunication Services	2.0
Short-Term Investments	0.5
Total	99.0	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Large Cap Growth Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Aerospace & Defense (1.3% of Net Assets)
3,200	Precision Castparts Corp.	$	255,392
	Beverages (2.0%)
7,650	Coca-Cola Co. (The)		381,276
	Biotechnology (3.2%)
7,750	Celgene Corp. (1)		441,440
5,050	Vertex Pharmaceuticals, Inc. (1)		181,851
	Total Biotechnology		623,291
	Chemicals (5.1%)
2,675	Air Products & Chemicals, Inc.		199,555
6,175	Monsanto Co.		518,700
2,875	Potash Corp. of Saskatchewan, Inc.		267,404
	Total Chemicals		985,659
	Communications Equipment (10.3%)
22,950	Cisco Systems, Inc. (1)		505,130
24,250	Qualcomm, Inc.		1,120,592
4,725	Research In Motion, Ltd. (1)		359,100
	Total Communications Equipment		1,984,822
	Computers & Peripherals (6.2%)
7,325	Apple, Inc. (1)		1,196,832
	Construction & Engineering (1.1%)
8,650	Quanta Services, Inc. (1)		201,632
	Consumer Finance (1.0%)
5,900	Capital One Financial Corp.		181,130
	Diversified Financial Services (3.3%)
3,925	IntercontinentalExchange, Inc. (1)		369,185
11,000	Moody’s Corp.		261,140
	Total Diversified Financial Services		630,325
	Energy Equipment & Services (7.6%)
12,970	FMC Technologies, Inc. (1)		564,195
5,173	Transocean, Ltd. (1)		412,236

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Energy Equipment & Services (Continued)
25,550	Weatherford International, Ltd. (1)	$	479,318
	Total Energy Equipment & Services		1,455,749
	Food & Staples Retailing (2.0%)
11,375	CVS Caremark Corp.		380,835
	Health Care Equipment & Supplies (4.4%)
1,300	Alcon, Inc.		165,880
5,700	Baxter International, Inc.		321,309
9,550	St. Jude Medical, Inc. (1)		360,130
	Total Health Care Equipment & Supplies		847,319
	Health Care Providers & Services (8.9%)
14,625	Express Scripts, Inc. (1)		1,024,335
13,000	Medco Health Solutions, Inc. (1)		687,180
	Total Health Care Providers & Services		1,711,515
	Hotels, Restaurants & Leisure (2.6%)
3,400	Wynn Resorts, Ltd. (1)		173,978
8,975	Yum! Brands, Inc.		318,254
	Total Hotels, Restaurants & Leisure		492,232
	Household Products (1.0%)
3,325	Procter & Gamble Co. (The)		184,571
	Insurance (2.6%)
13,400	Aflac, Inc.		507,324
	Internet Software & Services (5.1%)
2,225	Google, Inc. (1)		985,786
	IT Services (3.7%)
2,425	MasterCard, Inc.		470,523
3,800	Visa, Inc.		248,748
	Total IT Services		719,271
	Life Sciences Tools & Services (1.5%)
6,500	Thermo Fisher Scientific, Inc. (1)		294,320
	Machinery (4.5%)
3,785	Danaher Corp.		231,793

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Machinery (Continued)
4,335	Flowserve Corp.	$	350,138
5,800	ITT Corp.		286,520
	Total Machinery		868,451
	Media (1.2%)
7,600	McGraw-Hill Cos., Inc. (The)		238,260
	Multiline Retail (1.3%)
5,100	Kohl’s Corp. (1)		247,605
	Pharmaceuticals (1.3%)
4,800	Teva Pharmaceutical Industries, Ltd. (SP ADR)		256,032
	Road & Rail (1.3%)
8,700	J.B. Hunt Transport Services, Inc.		243,165
	Semiconductors & Semiconductor Equipment (1.1%)
7,300	Broadcom Corp. (1)		206,079
	Software (4.5%)
24,700	Activision Blizzard, Inc. (1)		282,815
25,950	Oracle Corp. (1)		574,273
	Total Software		857,088
	Specialty Retail (3.5%)
10,550	GameStop Corp. (1)		230,940
8,850	Guess?, Inc.		257,269
8,565	Lowe’s Cos., Inc.		192,370
	Total Specialty Retail		680,579
	Tobacco (2.9%)
12,000	Philip Morris International, Inc.		559,200
	Wireless Telecommunication Services (4.7%)
17,450	American Tower Corp. (1)		594,870
13,230	NII Holdings, Inc. - Class B (1)		304,555
	Total Wireless Telecommunication Services		899,425
	Total Common Stock (Cost: $17,721,400) (99.2%)		19,075,165

See accompanying notes to Schedule of Investments.

Principal Amount		Short-Term Investments	Value
$	485,659	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $500,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $499,550) (Total Amount to be Received Upon Repurchase $485,660)	$	485,659
		Total Short-Term Investments (Cost: $485,659) (2.5%)		485,659
		Total Investments (Cost: $18,207,059) (101.7%)		19,560,824
		Liabilities in Excess of Other Assets (-1.7%)		(334,781	)
		Net Assets (100.0%)	$	19,226,043

Notes to the Schedule of Investments:

SP ADR	-	Sponsored American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks that are issued with the cooperation of the company whose stock underlies the ADR and entitles the shareholder to all dividends, capital gains and voting rights.
(1)		Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Large Cap Growth Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	1.3	%
Beverages	2.0
Biotechnology	3.2
Chemicals	5.1
Communications Equipment	10.3
Computers & Peripherals	6.2
Construction & Engineering	1.1
Consumer Finance	1.0
Diversified Financial Services	3.3
Energy Equipment & Services	7.6
Food & Staples Retailing	2.0
Health Care Equipment & Supplies	4.4
Health Care Providers & Services	8.9
Hotels, Restaurants & Leisure	2.6
Household Products	1.0
IT Services	3.7
Insurance	2.6
Internet Software & Services	5.1
Life Sciences Tools & Services	1.5
Machinery	4.5
Media	1.2
Multiline Retail	1.3
Pharmaceuticals	1.3
Road & Rail	1.3
Semiconductors & Semiconductor Equipment	1.1
Software	4.5
Specialty Retail	3.5
Tobacco	2.9
Wireless Telecommunication Services	4.7
Short-Term Investments	2.5
Total	101.7	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Relative Value Large Cap Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Aerospace & Defense (2.2% of Net Assets)
344,309	Honeywell International, Inc.	$	11,947,522
	Capital Markets (1.9%)
94,200	Ameriprise Financial, Inc.		2,618,760
204,900	Lazard, Ltd.		7,579,251
	Total Capital Markets		10,198,011
	Commercial Services & Supplies (1.3%)
257,300	Waste Management, Inc.		7,232,703
	Communications Equipment (1.8%)
1,330,530	Motorola, Inc.		9,526,595
	Computers & Peripherals (7.2%)
881,900	Dell, Inc. (1)		11,799,822
163,657	Hewlett-Packard Co.		7,086,348
165,800	International Business Machines Corp.		19,552,794
	Total Computers & Peripherals		38,438,964
	Consumer Finance (1.5%)
291,350	American Express Co.		8,253,946
	Diversified Consumer Services (0.9%)
296,600	H&R Block, Inc.		4,950,254
	Diversified Financial Services (3.7%)
517,918	JPMorgan Chase & Co.		20,017,531
	Diversified Telecommunication Services (5.5%)
641,900	AT&T, Inc.		16,837,037
3,267,300	Qwest Communications International, Inc.		12,611,778
	Total Diversified Telecommunication Services		29,448,815
	Electric Utilities (2.5%)
423,350	American Electric Power Co., Inc.		13,106,916
	Electronic Equipment, Instruments and Components (4.5%)
1,820,994	Flextronics International, Ltd. (1)		9,687,688
657,575	Tyco Electronics, Ltd.		14,118,135
	Total Electronic Equipment, Instruments and Components		23,805,823

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Energy Equipment & Services (1.5%)
193,600	Baker Hughes, Inc.	$	7,840,800
	Food & Staples Retailing (1.7%)
265,400	CVS Caremark Corp.		8,885,592
	Food Products (5.9%)
467,100	Dean Foods Co. (1)		9,897,849
542,000	Kraft Foods, Inc.		15,360,280
582,500	Sara Lee Corp.		6,197,800
	Total Food Products		31,455,929
	Health Care Equipment & Supplies (4.3%)
1,240,500	Boston Scientific Corp. (1)		13,322,970
651,200	Hologic, Inc. (1)		9,566,128
	Total Health Care Equipment & Supplies		22,889,098
	Health Care Providers & Services (1.4%)
1,954,250	Tenet Healthcare Corp. (1)		7,719,288
	Household Durables (1.8%)
801,758	Lennar Corp.		9,492,815
	Household Products (3.4%)
310,550	Kimberly-Clark Corp.		18,151,647
	Industrial Conglomerates (4.0%)
672,100	General Electric Co.		9,006,140
409,825	Tyco International, Ltd.		12,384,911
	Total Industrial Conglomerates		21,391,051
	Insurance (3.7%)
456,500	Travelers Cos., Inc. (The)		19,661,455
	Leisure Equipment & Products (2.2%)
658,800	Mattel, Inc.		11,581,704
	Media (5.0%)
839,300	Comcast Corp.		12,471,998
557,300	Interpublic Group of Cos., Inc. (The) (1)		2,903,533
418,216	Time Warner, Inc.		11,149,639
	Total Media		26,525,170

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Metals & Mining (1.8%)
243,050	United States Steel Corp.	$	9,661,237
	Oil, Gas & Consumable Fuels (9.3%)
135,200	Anadarko Petroleum Corp.		6,516,640
283,600	Chevron Corp.		19,701,692
125,100	Devon Energy Corp.		7,267,059
340,900	Marathon Oil Corp.		10,994,025
273,200	Valero Energy Corp.		4,917,600
	Total Oil, Gas & Consumable Fuels		49,397,016
	Paper & Forest Products (1.9%)
528,100	MeadWestvaco Corp.		10,292,669
	Personal Products (1.4%)
199,600	Estee Lauder Cos., Inc. (The)		7,273,424
	Pharmaceuticals (7.4%)
459,400	Bristol-Myers Squibb Co.		9,987,356
975,000	Pfizer, Inc.		15,531,750
398,600	Watson Pharmaceuticals, Inc. (1)		13,843,378
	Total Pharmaceuticals		39,362,484
	Semiconductors & Semiconductor Equipment (3.7%)
668,600	Intel Corp.		12,870,550
213,500	KLA-Tencor Corp.		6,806,380
	Total Semiconductors & Semiconductor Equipment		19,676,930
	Software (1.3%)
318,600	CA, Inc.		6,735,204
	Specialty Retail (4.6%)
733,320	Gap, Inc. (The)		11,967,782
489,200	Home Depot, Inc. (The)		12,689,848
	Total Specialty Retail		24,657,630
	Total Common Stock (Cost: $585,528,264) (99.3%)		529,578,223
	Total Investments (Cost: $585,528,264) (99.3%)		529,578,223
	Excess of Other Assets over Liabilities (0.7%)		3,631,771
	Net Assets (100.0%)	$	533,209,994

Notes to the Schedule of Investments:

(1) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Relative Value Large Cap Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	2.2	%
Capital Markets	1.9
Commercial Services & Supplies	1.3
Communications Equipment	1.8
Computers & Peripherals	7.2
Consumer Finance	1.5
Diversified Consumer Services	0.9
Diversified Financial Services	3.7
Diversified Telecommunication Services	5.5
Electric Utilities	2.5
Electronic Equipment, Instruments and Components	4.5
Energy Equipment & Services	1.5
Food & Staples Retailing	1.7
Food Products	5.9
Health Care Equipment & Supplies	4.3
Health Care Providers & Services	1.4
Household Durables	1.8
Household Products	3.4
Industrial Conglomerates	4.0
Insurance	3.7
Leisure Equipment & Products	2.2
Media	5.0
Metals & Mining	1.8
Oil, Gas & Consumable Fuels	9.3
Paper & Forest Products	1.9
Personal Products	1.4
Pharmaceuticals	7.4
Semiconductors & Semiconductor Equipment	3.7
Software	1.3
Specialty Retail	4.6
Total	99.3	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Relative Value Small Cap Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Airlines (0.5% of Net Assets)
7,400	Continental Airlines, Inc. - Class B (1)	$	82,658
	Auto Components (0.9%)
1,000	Autoliv, Inc.		35,810
1,350	BorgWarner, Inc.		44,807
4,300	Tenneco, Inc. (1)		69,531
	Total Auto Components		150,148
	Biotechnology (1.8%)
58,150	Arena Pharmaceuticals, Inc. (1)		296,565
	Capital Markets (6.0%)
13,291	Apollo Investment Corp.		94,632
8,100	Cohen & Steers, Inc.		147,987
8,450	Lazard, Ltd.		312,565
8,450	MF Global, Ltd. (1)		53,911
7,700	Piper Jaffray Cos., Inc. (1)		353,122
	Total Capital Markets		962,217
	Chemicals (2.1%)
2,300	Albemarle Corp.		68,333
6,200	H. B. Fuller Co.		124,992
32,300	PolyOne Corp. (1)		138,567
	Total Chemicals		331,892
	Commercial Banks (1.3%)
15,300	TCF Financial Corp.		216,342
	Commercial Services & Supplies (3.6%)
3,250	Corrections Corp. of America (1)		56,095
36,400	On Assignment, Inc. (1)		153,972
6,690	Republic Services, Inc.		177,954
6,650	Tetra Tech, Inc. (1)		200,298
	Total Commercial Services & Supplies		588,319
	Communications Equipment (0.2%)
5,150	Ixia (1)		38,831
	Computers & Peripherals (4.3%)
5,000	Avid Technology, Inc. (1)		61,250

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Computers & Peripherals (Continued)
42,600	Cray, Inc. (1)	$	345,912
86,250	Dot Hill Systems Corp. (1)		71,588
14,450	Intevac, Inc. (1)		166,319
11,150	Silicon Graphics International Corp. (1)		55,973
	Total Computers & Peripherals		701,042
	Construction & Engineering (2.1%)
1,400	Jacobs Engineering Group, Inc. (1)		57,372
7,950	Orion Marine Group, Inc. (1)		177,762
3,350	Shaw Group, Inc. (1)		98,624
	Total Construction & Engineering		333,758
	Diversified Consumer Services (0.6%)
5,400	H&R Block, Inc.		90,126
	Diversified Telecommunication Services (1.9%)
95,650	Cincinnati Bell, Inc. (1)		299,384
	Electrical Equipment (3.1%)
71,350	FuelCell Energy, Inc. (1)		286,113
15,000	GrafTech International, Ltd. (1)		205,950
	Total Electrical Equipment		492,063
	Electronic Equipment, Instruments and Components (1.9%)
11,200	Echelon Corp. (1)		94,976
40,031	Flextronics International, Ltd. (1)		212,965
	Total Electronic Equipment, Instruments and Components		307,941
	Energy Equipment & Services (2.2%)
20,250	Hercules Offshore, Inc. (1)		95,985
21,450	Key Energy Services, Inc. (1)		148,863
39,900	Newpark Resources, Inc. (1)		104,937
	Total Energy Equipment & Services		349,785
	Food Products (2.3%)
19,650	Hain Celestial Group, Inc. (The) (1)		326,386
750	J.M. Smucker Co. (The)		37,523
	Total Food Products		363,909

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Health Care Equipment & Supplies (5.0%)
8,750	Invacare Corp.	$	178,500
14,750	Synovis Life Technologies, Inc. (1)		227,887
15,850	Thoratec Corp. (1)		398,469
	Total Health Care Equipment & Supplies		804,856
	Health Care Providers & Services (3.7%)
4,500	Catalyst Health Solutions, Inc. (1)		116,010
16,750	Kindred Healthcare, Inc. (1)		235,170
8,290	PharMerica Corp. (1)		173,758
4,550	Triple-S Management Corp. - Class B (1)		77,760
	Total Health Care Providers & Services		602,698
	Health Care Technology (1.1%)
9,350	Eclipsys Corp. (1)		170,170
	Hotels, Restaurants & Leisure (2.9%)
15,350	California Pizza Kitchen, Inc. (1)		253,275
8,000	Isle of Capri Casinos, Inc. (1)		95,120
27,750	Luby’s, Inc. (1)		126,262
	Total Hotels, Restaurants & Leisure		474,657
	Household Durables (1.3%)
3,800	Centex Corp. (1)		41,458
5,250	KB Home		87,622
4,050	Toll Brothers, Inc. (1)		79,218
	Total Household Durables		208,298
	Independent Power Producers & Energy Traders (0.8%)
60,650	Dynegy, Inc. (1)		121,907
	Insurance (6.9%)
7,500	American Financial Group, Inc.		182,925
23,962	Donegal Group, Inc.		377,401
29,747	Hilltop Holdings, Inc. (1)		356,964
29,650	MBIA, Inc. (1)		124,234
1,850	Reinsurance Group of America, Inc.		76,775
	Total Insurance		1,118,299

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	IT Services (0.5%)
46,550	Unisys Corp. (1)	$	83,325
	Leisure Equipment & Products (0.4%)
2,400	Pool Corp.		56,688
	Life Sciences Tools & Services (2.1%)
35,900	Albany Molecular Research, Inc. (1)		342,127
	Machinery (6.3%)
8,100	AGCO Corp. (1)		254,826
29,800	Federal Signal Corp.		264,028
1,100	Gardner Denver, Inc. (1)		32,109
5,800	Terex Corp. (1)		88,044
11,000	Wabtec Corp.		370,150
	Total Machinery		1,009,157
	Marine (1.1%)
4,850	Kirby Corp. (1)		179,499
	Media (1.6%)
8,250	CBS Corp. - Class B		67,567
4,450	Interpublic Group of Cos., Inc. (The) (1)		23,185
6,950	Lions Gate Entertainment Corp. (1)		40,727
27,885	Mediacom Communications Corp. (1)		133,569
	Total Media		265,048
	Metals & Mining (1.9%)
3,500	Allegheny Technologies, Inc.		94,780
3,150	Commercial Metals Co.		52,101
3,900	United States Steel Corp.		155,025
	Total Metals & Mining		301,906
	Multi-Utilities (3.2%)
17,350	Avista Corp.		321,322
7,950	NorthWestern Corp.		192,390
	Total Multi-Utilities		513,712
	Oil, Gas & Consumable Fuels (2.5%)
8,250	EXCO Resources, Inc. (1)		113,355
5,350	Tesoro Corp.		70,031

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Oil, Gas & Consumable Fuels (Continued)
4,700	Whiting Petroleum Corp. (1)	$	216,012
	Total Oil, Gas & Consumable Fuels		399,398
	Paper & Forest Products (1.8%)
19,250	Buckeye Technologies, Inc. (1)		122,238
16,050	Glatfelter Co.		166,117
	Total Paper & Forest Products		288,355
	Pharmaceuticals (1.4%)
17,400	Mylan, Inc. (1)		229,506
	Real Estate Investment Trusts (REITs) (2.0%)
2,450	Hatteras Financial Corp.		69,409
13,800	Medical Properties Trust, Inc.		96,600
10,050	Redwood Trust, Inc.		163,312
	Total Real Estate Investment Trusts (REITs)		329,321
	Real Estate Management & Development (0.5%)
2,150	Jones Lang Lasalle, Inc.		81,614
	Road & Rail (3.7%)
8,900	Con-way, Inc.		405,395
2,800	Saia, Inc. (1)		50,568
10,300	USA Truck, Inc. (1)		148,423
	Total Road & Rail		604,386
	Semiconductors & Semiconductor Equipment (7.6%)
32,674	Brooks Automation, Inc. (1)		193,757
19,250	Fairchild Semiconductor International, Inc. (1)		169,977
6,050	International Rectifier Corp. (1)		100,188
77,600	Lattice Semiconductor Corp. (1)		171,496
3,100	LSI Corp. (1)		16,058
84,800	Mattson Technology, Inc. (1)		128,048
13,600	Micron Technology, Inc. (1)		86,904
8,500	Novellus Systems, Inc. (1)		166,345
9,650	NVIDIA Corp. (1)		124,775
7,750	Teradyne, Inc. (1)		61,070
	Total Semiconductors & Semiconductor Equipment		1,218,618

See accompanying notes to Schedule of Investments.

Number of Shares		Common Stock	Value
		Software (3.3%)
	14,650	Cadence Design Systems, Inc. (1)	$	86,435
	71,500	Novell, Inc. (1)		327,470
	8,126	Take-Two Interactive Software, Inc.		77,360
	7,300	THQ, Inc. (1)		48,983
		Total Software		540,248
		Specialty Retail (1.0%)
	14,000	AnnTaylor Stores Corp. (1)		168,980
		Textiles, Apparel & Luxury Goods (0.3%)
	3,750	K-Swiss, Inc.		40,650
		Thrifts & Mortgage Finance (2.5%)
	41,200	Bank Mutual Corp.		405,408
		Total Common Stock (Cost: $17,309,798) (100.2%)		16,163,811
		Warrants
		Internet Software & Services (0.0%)
	485	Lantronix, Inc., Strike Price $4.68, expire 02/09/11		—
		Total Warrants (Cost: $0) (0.0%)		—
Principal Amount		Short-Term Investments
$	28,863	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $30,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $29,973) (Total Amount to be Received Upon Repurchase $28,863)		28,863
		Total Short-Term Investments (Cost: $28,863) (0.2%)		28,863
		Total Investments (Cost: $17,338,661) (100.4%)		16,192,674
		Liabilities in Excess of Other Assets (-0.4%)		(69,790	)
		Net Assets (100.0%)	$	16,122,884

Notes to the Schedule of Investments:

(1) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Relative Value Small Cap Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Airlines	0.5	%
Auto Components	0.9
Biotechnology	1.8
Capital Markets	6.0
Chemicals	2.1
Commercial Banks	1.3
Commercial Services & Supplies	3.6
Communications Equipment	0.2
Computers & Peripherals	4.3
Construction & Engineering	2.1
Diversified Consumer Services	0.6
Diversified Telecommunication Services	1.9
Electrical Equipment	3.1
Electronic Equipment, Instruments and Components	1.9
Energy Equipment & Services	2.2
Food Products	2.3
Health Care Equipment & Supplies	5.0
Health Care Providers & Services	3.7
Health Care Technology	1.1
Hotels, Restaurants & Leisure	2.9
Household Durables	1.3
IT Services	0.5
Independent Power Producers & Energy Traders	0.8
Insurance	6.9
Leisure Equipment & Products	0.4
Life Sciences Tools & Services	2.1
Machinery	6.3
Marine	1.1
Media	1.6
Metals & Mining	1.9
Multi-Utilities	3.2
Oil, Gas & Consumable Fuels	2.5
Paper & Forest Products	1.8
Pharmaceuticals	1.4
Real Estate Investment Trusts (REITs)	2.0
Real Estate Management & Development	0.5
Road & Rail	3.7
Semiconductors & Semiconductor Equipment	7.6
Software	3.3
Specialty Retail	1.0
Textiles, Apparel & Luxury Goods	0.3
Thrifts & Mortgage Finance	2.5
Short-Term Investments	0.2
Total	100.4	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Select Equities Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Air Freight & Logistics (6.8% of Net Assets)
474,924	C.H. Robinson Worldwide, Inc.	$	25,897,606
299,211	Expeditors International of Washington, Inc.		10,152,229
	Total Air Freight & Logistics		36,049,835
	Biotechnology (10.8%)
212,502	Cephalon, Inc. (1)		12,463,242
383,802	Genzyme Corp. (1)		19,915,486
509,685	Gilead Sciences, Inc. (1)		24,938,887
	Total Biotechnology		57,317,615
	Chemicals (4.7%)
298,115	Monsanto Co.		25,041,660
	Communications Equipment (7.8%)
638,608	Qualcomm, Inc.		29,510,076
158,167	Research In Motion, Ltd. (1)		12,020,692
	Total Communications Equipment		41,530,768
	Computers & Peripherals (4.9%)
160,430	Apple, Inc. (1)		26,212,658
	Construction & Engineering (2.0%)
450,300	Quanta Services, Inc. (1)		10,496,493
	Diversified Financial Services (2.5%)
143,063	IntercontinentalExchange, Inc. (1)		13,456,506
	Electrical Equipment (1.8%)
225,472	Rockwell Automation, Inc.		9,336,795
	Energy Equipment & Services (7.9%)
220,569	FMC Technologies, Inc. (1)		9,594,751
340,465	Oceaneering International, Inc. (1)		17,336,478
282,516	Schlumberger, Ltd.		15,114,606
	Total Energy Equipment & Services		42,045,835
	Food & Staples Retailing (2.4%)
254,824	Costco Wholesale Corp.		12,613,788

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Health Care Equipment & Supplies (5.6%)
59,115	Intuitive Surgical, Inc. (1)	$	13,438,022
465,427	Varian Medical Systems, Inc. (1)		16,415,610
	Total Health Care Equipment & Supplies		29,853,632
	Health Care Technology (3.9%)
318,963	Cerner Corp. (1)		20,758,112
	Hotels, Restaurants & Leisure (3.2%)
481,457	Yum! Brands, Inc.		17,072,465
	Household Products (3.8%)
368,655	Procter & Gamble Co. (The)		20,464,039
	Insurance (1.6%)
168,300	ACE, Ltd.		8,256,798
	Internet & Catalog Retail (4.4%)
274,410	Amazon.com, Inc. (1)		23,533,402
	Internet Software & Services (5.6%)
203,364	Akamai Technologies, Inc. (1)		3,343,304
59,679	Google, Inc. (1)		26,440,781
	Total Internet Software & Services		29,784,085
	IT Services (5.5%)
460,346	Cognizant Technology Solutions Corp. (1)		13,621,638
242,806	Visa, Inc.		15,894,081
	Total IT Services		29,515,719
	Life Sciences Tools & Services (2.7%)
310,600	Life Technologies Corp. (1)		14,141,618
	Machinery (2.8%)
183,030	Flowserve Corp.		14,783,333
	Oil, Gas & Consumable Fuels (2.6%)
196,700	Occidental Petroleum Corp.		14,032,578
	Pharmaceuticals (2.6%)
257,200	Allergan, Inc.		13,742,196

See accompanying notes to Schedule of Investments.

Number of Shares		Common Stock	Value
		Semiconductors & Semiconductor Equipment (0.8%)
	331,401	Marvell Technology Group, Ltd. (1)	$	4,420,889
		Software (1.5%)
	183,737	Salesforce.com, Inc. (1)		7,963,162
		Total Common Stock (Cost: $484,351,353) (98.2%)		522,423,981
Principal Amount		Short-Term Investments
$	6,848,623	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $6,995,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $6,988,705) (Total Amount to be Received Upon Repurchase $6,848,634)		6,848,623
		Total Short-Term Investments (Cost: $6,848,623) (1.3%)		6,848,623
		Total Investments (Cost: $491,199,976) (99.5%)		529,272,604
		Excess of Other Assets over Liabilities (0.5%)		2,544,512
		Net Assets (100.0%)	$	531,817,116

Notes to the Schedule of Investments:

(1) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Select Equities Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Air Freight & Logistics	6.8	%
Biotechnology	10.8
Chemicals	4.7
Communications Equipment	7.8
Computers & Peripherals	4.9
Construction & Engineering	2.0
Diversified Financial Services	2.5
Electrical Equipment	1.8
Energy Equipment & Services	7.9
Food & Staples Retailing	2.4
Health Care Equipment & Supplies	5.6
Health Care Technology	3.9
Hotels, Restaurants & Leisure	3.2
Household Products	3.8
IT Services	5.5
Insurance	1.6
Internet & Catalog Retail	4.4
Internet Software & Services	5.6
Life Sciences Tools & Services	2.7
Machinery	2.8
Oil, Gas & Consumable Fuels	2.6
Pharmaceuticals	2.6
Semiconductors & Semiconductor Equipment	0.8
Software	1.5
Short-Term Investments	1.3
Total	99.5	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Small Cap Growth Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Beverages (0.9% of Net Assets)
55,740	Hansen Natural Corp. (1)	$	1,728,497
	Biotechnology (9.6%)
233,600	Arena Pharmaceuticals, Inc. (1)		1,191,360
241,300	Human Genome Sciences, Inc. (1)		3,450,590
140,200	InterMune, Inc. (1)		2,142,256
85,200	Isis Pharmaceuticals, Inc. (1)		1,557,456
61,700	Medivation, Inc. (1)		1,527,075
43,300	OncoGenex Pharmaceutical, Inc. (1)		1,263,494
163,200	Orexigen Therapeutics, Inc. (1)		1,334,976
232,400	Poniard Pharmaceuticals, Inc. (1)		1,675,604
133,547	Progenics Pharmaceuticals, Inc. (1)		758,547
73,500	Vertex Pharmaceuticals, Inc. (1)		2,646,735
	Total Biotechnology		17,548,093
	Commercial Banks (3.7%)
93,700	Signature Bank (1)		2,762,276
550,266	Wilshire Bancorp, Inc.		4,049,958
	Total Commercial Banks		6,812,234
	Commercial Services & Supplies (4.8%)
75,411	Clean Harbors, Inc. (1)		3,934,192
218,660	Resources Connection, Inc. (1)		3,301,766
109,600	Team, Inc. (1)		1,595,776
	Total Commercial Services & Supplies		8,831,734
	Communications Equipment (1.4%)
364,334	Infinera Corp. (1)		2,466,541
	Computers & Peripherals (0.5%)
91,200	3PAR, Inc. (1)		874,608
	Construction & Engineering (4.1%)
218,950	Insituform Technologies, Inc. (1)		4,028,680
99,964	Northwest Pipe Co. (1)		3,476,748
	Total Construction & Engineering		7,505,428

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Distributors (1.7%)
175,800	LKQ Corp. (1)	$	3,153,852
	Diversified Consumer Services (1.4%)
135,693	K12, Inc. (1)		2,546,958
	Diversified Financial Services (1.6%)
104,709	MSCI, Inc. (1)		2,926,616
	Electrical Equipment (1.1%)
55,387	Powell Industries, Inc. (1)		1,974,547
	Electronic Equipment, Instruments & Components (0.8%)
28,700	Itron, Inc. (1)		1,497,279
	Energy Equipment & Services (3.1%)
31,400	Core Laboratories N.V.		2,699,144
56,663	Oceaneering International, Inc. (1)		2,885,280
	Total Energy Equipment & Services		5,584,424
	Food Products (1.0%)
303,000	Smart Balance, Inc. (1)		1,857,390
	Health Care Equipment & Supplies (6.9%)
498,386	Dexcom, Inc. (1)		3,219,574
523,201	Hansen Medical, Inc. (1)		2,155,588
310,037	MAKO Surgical Corp. (1)		2,715,924
2,913,900	Sirius XM Radio, Inc. (1)		1,311,255
125,111	Thoratec Corp. (1)		3,145,290
	Total Health Care Equipment & Supplies		12,547,631
	Health Care Providers & Services (2.8%)
111,900	Catalyst Health Solutions, Inc. (1)		2,884,782
83,200	Psychiatric Solutions, Inc. (1)		2,248,064
	Total Health Care Providers & Services		5,132,846
	Health Care Technology (0.7%)
93,133	Vital Images, Inc. (1)		1,242,394

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Hotels, Restaurants & Leisure (3.7%)
53,400	California Pizza Kitchen, Inc. (1)	$	881,100
60,800	Ctrip.com International, Ltd. (ADR)(1)		3,116,000
166,553	Home Inns & Hotels Management, Inc. (ADR)(1)		2,664,848
	Total Hotels, Restaurants & Leisure		6,661,948
	Insurance (3.8%)
244,086	First Mercury Financial Corp. (1)		3,527,043
137,597	Tower Group, Inc.		3,435,797
	Total Insurance		6,962,840
	Internet & Catalog Retail (1.7%)
166,100	PetMed Express, Inc. (1)		3,082,816
	Internet Software & Services (5.7%)
164,042	Mercadolibre, Inc. (1)		4,727,691
93,985	SINA Corp. (1)		3,118,422
156,522	Vocus, Inc. (1)		2,632,700
	Total Internet Software & Services		10,478,813
	IT Services (1.7%)
148,400	Euronet Worldwide, Inc. (1)		3,122,336
	Leisure Equipment & Products (0.6%)
365,004	Leapfrog Enterprises, Inc. (1)		1,040,261
	Life Sciences Tools & Services (2.1%)
44,878	Luminex Corp. (1)		792,994
286,524	WuXi PharmaTech (Cayman), Inc. (ADR)(1)		3,065,807
	Total Life Sciences Tools & Services		3,858,801
	Machinery (1.2%)
110,348	Chart Industries, Inc. (1)		2,125,302
	Media (1.9%)
63,800	DreamWorks Animation SKG, Inc. (1)		2,010,338
236,517	Lions Gate Entertainment Corp. (1)		1,385,990
	Total Media		3,396,328

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Oil, Gas & Consumable Fuels (7.0%)
38,500	Contango Oil & Gas Co. (1)	$	1,786,015
116,435	Plains Exploration & Production Co. (1)		3,335,863
174,189	Swift Energy Co. (1)		3,431,523
89,755	Whiting Petroleum Corp. (1)		4,125,140
	Total Oil, Gas & Consumable Fuels		12,678,541
	Pharmaceuticals (4.6%)
122,200	Cypress Bioscience, Inc. (1)		1,080,248
203,365	Inspire Pharmaceuticals, Inc. (1)		988,354
110,929	MAP Pharmaceuticals, Inc. (1)		1,130,366
282,900	Mylan, Inc. (1)		3,731,451
73,200	XenoPort, Inc. (1)		1,486,692
	Total Pharmaceuticals		8,417,111
	Road & Rail (1.8%)
158,480	Kansas City Southern (1)		3,218,729
	Semiconductors & Semiconductor Equipment (1.0%)
96,400	Cavium Networks, Inc. (1)		1,819,068
	Software (12.4%)
100,300	ANSYS, Inc. (1)		3,135,378
127,018	ArcSight, Inc. (1)		2,409,532
53,000	Concur Technologies, Inc. (1)		1,827,970
76,873	DemandTec, Inc. (1)		684,938
100,242	Longtop Financial Technologies, Ltd. (ADR)(1)		2,799,759
163,700	Nuance Communications, Inc. (1)		2,160,840
415,300	Take-Two Interactive Software, Inc.		3,953,656
73,395	Ultimate Software Group, Inc. (The) (1)		1,878,912
245,500	VanceInfo Technologies, Inc. (ADR)(1)		3,719,325
	Total Software		22,570,310
	Textiles, Apparel & Luxury Goods (0.8%)
66,664	True Religion Apparel, Inc. (1)		1,490,607
	Wireless Telecommunication Services (1.0%)
223,567	Clearwire Corp. (1)		1,810,893
	Total Common Stock (Cost: $184,589,422) (97.1%)		176,965,776

See accompanying notes to Schedule of Investments.

Principal Amount		Short-Term Investments
$	7,205,276	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $7,360,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $7,353,376) (Total Amount to be Received Upon Repurchase $7,205,288)		7,205,276
		Total Short-Term Investments (Cost: $7,205,276) (3.9%)		7,205,276
		Total Investments (Cost: $191,794,698) (101.0%)		184,171,052
		Liabilities in Excess of Other Assets (-1.0%)		(1,882,730	)
		Net Assets (100.0%)	$	182,288,322

Notes to the Schedule of Investments:

ADR	-	American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks entitling the shareholder to all dividends and capital gains.
(1)		Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Small Cap Growth Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Beverages	0.9	%
Biotechnology	9.6
Commercial Banks	3.7
Commercial Services & Supplies	4.8
Communications Equipment	1.4
Computers & Peripherals	0.5
Construction & Engineering	4.1
Distributors	1.7
Diversified Consumer Services	1.4
Diversified Financial Services	1.6
Electrical Equipment	1.1
Electronic Equipment, Instruments and Components	0.8
Energy Equipment & Services	3.1
Food Products	1.0
Health Care Equipment & Supplies	6.9
Health Care Providers & Services	2.8
Health Care Technology	0.7
Hotels, Restaurants & Leisure	3.7
IT Services	1.7
Insurance	3.8
Internet & Catalog Retail	1.7
Internet Software & Services	5.7
Leisure Equipment & Products	0.6
Life Sciences Tools & Services	2.1
Machinery	1.2
Media	1.9
Oil, Gas & Consumable Fuels	7.0
Pharmaceuticals	4.6
Road & Rail	1.8
Semiconductors & Semiconductor Equipment	1.0
Software	12.4
Textiles, Apparel & Luxury Goods	0.8
Wireless Telecommunication Services	1.0
Short-Term Investments	3.9
Total	101.0	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Value Opportunities Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Common Stock	Value
	Aerospace & Defense (5.2% of Net Assets)
36,035	Alliant Techsystems, Inc. (1)	$	2,836,675
479,460	Hexcel Corp. (1)		4,895,287
99,400	Rockwell Collins, Inc.		4,194,680
	Total Aerospace & Defense		11,926,642
	Auto Components (1.6%)
193,128	WABCO Holdings, Inc.		3,671,363
	Beverages (1.9%)
94,400	Molson Coors Brewing Co. - Class B		4,267,824
	Capital Markets (7.0%)
179,880	Federated Investors, Inc. - Class B		4,664,288
195,235	Invesco, Ltd.		3,855,891
264,033	Knight Capital Group, Inc. (1)		4,903,093
40,600	Northern Trust Corp.		2,428,286
	Total Capital Markets		15,851,558
	Chemicals (4.3%)
200,130	Cytec Industries, Inc.		5,023,263
134,040	International Flavors & Fragrances, Inc.		4,726,250
	Total Chemicals		9,749,513
	Commercial Banks (2.9%)
200,576	First Horizon National Corp. (1)		2,571,384
452,470	KeyCorp		2,615,277
17,500	SunTrust Banks, Inc.		341,250
311,770	Synovus Financial Corp.		1,094,313
	Total Commercial Banks		6,622,224
	Computers & Peripherals (0.6%)
96,370	QLogic Corp. (1)		1,257,628
	Construction & Engineering (1.1%)
61,195	Jacobs Engineering Group, Inc. (1)		2,507,771
	Containers & Packaging (1.8%)
164,100	Pactiv Corp. (1)		4,132,038
	Electric Utilities (1.3%)
163,240	Hawaiian Electric Industries, Inc.		2,917,099

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Electronic Equipment, Instruments and Components (3.2%)
175,600	Agilent Technologies, Inc. (1)	$	4,077,432
135,400	Avnet, Inc. (1)		3,303,760
	Total Electronic Equipment, Instruments and Components		7,381,192
	Energy Equipment & Services (3.7%)
118,800	Cameron International Corp. (1)		3,710,124
250,900	Weatherford International, Ltd. (1)		4,706,884
	Total Energy Equipment & Services		8,417,008
	Food Products (3.9%)
110,600	H.J. Heinz Co.		4,253,676
91,100	J.M. Smucker Co. (The)		4,557,733
	Total Food Products		8,811,409
	Health Care Equipment & Supplies (2.3%)
37,600	Beckman Coulter, Inc.		2,368,424
43,205	Edwards Lifesciences Corp. (1)		2,826,039
	Total Health Care Equipment & Supplies		5,194,463
	Health Care Technology (1.8%)
64,400	Cerner Corp. (1)		4,191,152
	Hotels, Restaurants & Leisure (3.3%)
209,100	Burger King Holdings, Inc.		3,558,882
187,189	Marriott International, Inc.		4,032,043
	Total Hotels, Restaurants & Leisure		7,590,925
	Household Durables (3.0%)
189,180	Lennar Corp.		2,239,891
70,085	Snap-on, Inc.		2,497,129
110,300	Toll Brothers, Inc. (1)		2,157,468
	Total Household Durables		6,894,488
	Insurance (7.8%)
98,860	Arch Capital Group, Ltd. (1)		6,148,104
114,870	Assurant, Inc.		2,931,482
45,600	PartnerRe, Ltd.		3,127,704
219,087	Willis Group Holdings, Ltd.		5,459,648
	Total Insurance		17,666,938

See accompanying notes to Schedule of Investments.

Number of Shares	Common Stock	Value
	Life Sciences Tools & Services (2.0%)
100,360	Thermo Fisher Scientific, Inc. (1)	$	4,544,301
	Machinery (5.7%)
123,750	Dover Corp.		4,208,738
119,497	Joy Global, Inc.		4,442,898
80,510	SPX Corp.		4,252,538
	Total Machinery		12,904,174
	Metals & Mining (1.8%)
249,900	Commercial Metals Co.		4,133,346
	Multi-Utilities (5.5%)
105,940	Consolidated Edison, Inc.		4,169,798
100,000	PG&E Corp.		4,037,000
100,045	Wisconsin Energy Corp.		4,298,934
	Total Multi-Utilities		12,505,732
	Multiline Retail (1.6%)
254,880	Macy’s, Inc.		3,545,381
	Oil, Gas & Consumable Fuels (5.1%)
64,000	Consol Energy, Inc.		2,273,920
79,080	Murphy Oil Corp.		4,602,456
194,700	Petrohawk Energy Corp. (1)		4,727,316
	Total Oil, Gas & Consumable Fuels		11,603,692
	Semiconductors & Semiconductor Equipment (9.4%)
171,650	Analog Devices, Inc.		4,698,061
185,500	Broadcom Corp. (1)		5,236,665
304,045	Maxim Integrated Products, Inc.		5,387,677
264,000	ON Semiconductor Corp. (1)		1,927,200
304,313	Verigy, Ltd. (1)		4,044,320
	Total Semiconductors & Semiconductor Equipment		21,293,923
	Specialty Retail (4.5%)
116,500	Abercrombie & Fitch Co.		3,330,735
244,000	American Eagle Outfitters, Inc.		3,511,160
99,400	Bed Bath & Beyond, Inc. (1)		3,454,150
	Total Specialty Retail		10,296,045

See accompanying notes to Schedule of Investments.

Number of Shares		Common Stock	Value
		Thrifts & Mortgage Finance (4.6%)
	221,391	Hudson City Bancorp, Inc.	$	3,112,757
	324,521	New York Community Bancorp, Inc.		3,550,260
	236,348	People’s United Financial, Inc.		3,840,655
		Total Thrifts & Mortgage Finance		10,503,672
		Total Common Stock (Cost: $218,330,429) (96.9%)		220,381,501
Principal Amount		Short-Term Investments
$	10,296,602	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $10,515,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $10,505,537) (Total Amount to be Received Upon Repurchase $10,296,619)		10,296,602
		Total Short-Term Investments (Cost: $10,296,602) (4.5%)		10,296,602
		Total Investments (Cost: $228,627,031) (101.4%)		230,678,103
		Liabilities in Excess of Other Assets (-1.4%)		(3,192,930	)
		Net Assets (100.0%)	$	227,485,173

Notes to the Schedule of Investments:

(1) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Value Opportunities Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	5.2	%
Auto Components	1.6
Beverages	1.9
Capital Markets	7.0
Chemicals	4.3
Commercial Banks	2.9
Computers & Peripherals	0.6
Construction & Engineering	1.1
Containers & Packaging	1.8
Electric Utilities	1.3
Electronic Equipment, Instruments and Components	3.2
Energy Equipment & Services	3.7
Food Products	3.9
Health Care Equipment & Supplies	2.3
Health Care Technology	1.8
Hotels, Restaurants & Leisure	3.3
Household Durables	3.0
Insurance	7.8
Life Sciences Tools & Services	2.0
Machinery	5.7
Metals & Mining	1.8
Multi-Utilities	5.5
Multiline Retail	1.6
Oil, Gas & Consumable Fuels	5.1
Semiconductors & Semiconductor Equipment	9.4
Specialty Retail	4.5
Thrifts & Mortgage Finance	4.6
Short-Term Investments	4.5
Total	101.4	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Conservative Allocation Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Investment Companies	Value
	Diversified Fixed Income Funds (45.9% of Net Assets)
186,111	TCW Core Fixed Income Fund - I Class(1)	$	1,909,497
	Diversified Money Market Funds (6.9%)
288,407	TCW Money Market Fund - I Class, 2.28%(1)		288,407
	Diversified U.S. Equity Funds (19.9%)
78,781	TCW Relative Value Large Cap Fund - I Class(1)		827,989
	Non-Diversified U.S. Equity Funds (26.6%)
67,560	TCW Large Cap Growth Fund - I Class(1)		1,108,656
	Total Investment Companies (Cost: $3,823,001) (99.3%)		4,134,549
	Total Investments (Cost: $3,823,001) (99.3%)		4,134,549
	Excess of Other Assets over Liabilities (0.7%)		27,469
	Net Assets (100.0%)	$	4,162,018

Notes to the Schedule of Investments:

(1) Affiliated issuer.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Conservative Allocation Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Diversified Fixed Income Funds	45.9	%
Diversified Money Market Funds	6.9
Diversified U.S. Equity Funds	19.9
Non-Diversified U.S. Equity Funds	26.6
Total	99.3	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Moderate Allocation Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Investment Companies	Value
	Diversified Fixed Income Funds (33.9% of Net Assets)
44,373	TCW Core Fixed Income Fund - I Class(1)	$	455,266
18,692	TCW High Yield Bond Fund - I Class(1)		104,116
	Total Diversified Fixed Income Funds		559,382
	Diversified U.S. Equity Funds (25.0%)
39,179	TCW Relative Value Large Cap Fund - I Class(1)		411,776
	Exchange-Traded Funds (13.3%)
1,570	iShares S&P Global Infrastructure Index Fund		48,748
5,540	PowerShares Water Resources Portfolio		86,424
8,065	PowerShares WilderHill Clean Energy Portfolio(2)		85,086
	Total Exchange-Traded Funds		220,258
	Non-Diversified U.S. Equity Funds (26.6%)
10,327	TCW Growth Equities Fund - I Class(1) (2)		106,782
13,769	TCW Large Cap Growth Fund - I Class(1) (2)		225,943
7,807	TCW Value Opportunities Fund - I Class(1)		106,180
	Total Non-Diversified U.S. Equity Funds		438,905
	Total Investment Companies (Cost: $1,534,604) (98.8%)		1,630,321
	Total Investments (Cost: $1,534,604) (98.8%)		1,630,321
	Excess of Other Assets over Liabilities (1.2%)		19,089
	Net Assets (100.0%)	$	1,649,410

Notes to the Schedule of Investments:

(1) Affiliated issuer.

(2) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Moderate Allocation Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Diversified Fixed Income Funds	33.9	%
Diversified U.S. Equity Funds	25.0
Exchange-Traded Funds	13.3
Non-Diversified U.S. Equity Funds	26.6
Total	98.8	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Aggressive Allocation Fund

Schedule of Investments (Unaudited) July 31, 2009

Number of Shares	Investment Companies	Value
	Diversified U.S. Equity Funds (20.9% of Net Assets)
16,391	TCW Relative Value Large Cap Fund - I Class(1)	$	172,267
	Diversified U.S. Fixed Income Funds (15.1%)
12,109	TCW Core Fixed Income Fund - I Class(1)		124,241
	Exchange-Traded Funds (33.9%)
2,620	iShares MSCI EAFE Index Fund		132,074
1,920	iShares S&P Global Infrastructure Index Fund		59,616
3,660	PowerShares Water Resources Portfolio		57,096
2,930	PowerShares WilderHill Clean Energy Portfolio(2)		30,912
	Total Exchange-Traded Funds		279,698
	Non-Diversified International Fixed Income Funds (8.0%)
9,234	TCW Emerging Markets Income Fund - I Class(1)		65,466
	Non-Diversified U.S. Equity Funds (21.9%)
4,207	TCW Growth Equities Fund - I Class(1)		43,505
5,852	TCW Large Cap Growth Fund - I Class(1) (2)		96,032
3,038	TCW Value Opportunities Fund - I Class(1)		41,313
	Total Non-Diversified U.S. Equity Funds		180,850
	Total Investment Companies (Cost: $715,316) (99.8%)		822,522
	Total Investments (Cost: $715,316) (99.8%)		822,522
	Excess of Other Assets over Liabilities (0.2%)		2,031
	Net Assets (100.0%)	$	824,553

Notes to the Schedule of Investments:

(1) Affiliated issuer.

(2) Non-income producing security.

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Aggressive Allocation Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Diversified U.S. Equity Funds	20.9	%
Diversified U.S. Fixed Income Funds	15.1
Exchange-Traded Funds	33.9
Non-Diversified International Fixed Income Funds	8.0
Non-Diversified U.S. Equity Funds	21.9
Total	99.8	%

See accompanying notes to Schedule of Investments.

EQUITY FUNDS

TCW Funds, Inc.

Notes to Schedules of Investments (Unaudited) July 31, 2009

Note 1 – Organization

TCW Funds, Inc., a Maryland corporation (the ‘‘Company’’), is an open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), that currently offers 20 no-load mutual funds (the ‘‘Funds’’). TCW Investment Management Company (the ‘‘Advisor’’) is the investment advisor to the Funds and is registered under the Investment Advisors Act of 1940. Each Fund has distinct investment objectives. The following are the objectives for the 14 Equity Funds that are covered in this report:

TCW Fund	Investment Objective
Balanced Fund
TCW Balanced Fund	Seeks long-term capital appreciation and high current income by investing in equity and debt securities.
Non-Diversified U.S. Equity Funds
TCW Focused Equities Fund	Seeks long-term capital appreciation by investing in equity securities of 25 to 40 large capitalization companies.
TCW Growth Fund	Seeks long-term capital appreciation by investing in equity securities issued by companies with market capitalization within the range of companies comprising the Russell 3000 Growth Index.
TCW Growth Equities Fund	Seeks long-term capital appreciation by investing in equity securities of emerging growth companies.
TCW Large Cap Growth Fund	Seeks long-term capital appreciation by investing in the equity securities of 30 to 50 large capitalization companies.
TCW Select Equities Fund	Seeks long-term capital appreciation by investing in common stocks of mid and large capitalization companies.
TCW Small Cap Growth Fund	Seeks long-term capital appreciation by investing at least 80% of the value of its net assets in equity securities issued by small capitalization growth companies.
TCW Value Opportunities Fund	Seeks long-term capital appreciation by investing in equity securities issued by mid-cap value companies.
Diversified U.S. Equity Funds
TCW Dividend Focused Fund	Seeks high level of dividend income by investing at least 80% of the value of its net assets in equity securities of issuers which pay dividends.
TCW Relative Value Large Cap Fund	Seeks capital appreciation by investing in equity securities of large capitalization companies.
TCW Relative Value Small Cap Fund	Seeks capital appreciation by investing in equity securities of small capitalization companies.

Fund of Funds
TCW Conservative Allocation Fund	Seeks current income and secondarily, long-term capital appreciation by investing in fixed income funds, equity funds of large cap growth and value companies and money market funds.
TCW Moderate Allocation Fund	Seeks long-term capital appreciation and secondarily, current income by investing in U.S. equity funds of large cap and mid cap companies and fixed income funds including funds that invest in high yield securities.
TCW Aggressive Allocation Fund	Seeks long-term capital appreciation by investing in U.S. equity funds, fixed income funds and international funds including emerging markets.

Note 2 – Significant Accounting Policies

The following is a summary of significant accounting policies which are in conformity with accounting principles generally accepted in the United States of America and which are consistently followed by the Funds in the preparation of their schedules of investments.

Security Valuations: Securities listed or traded on the New York, American or other stock exchanges are valued at the latest sale price on that exchange (if there were no sales that day, the security is valued at the latest bid price). All other securities for which over-the-counter market quotations are readily available are valued at the latest bid price. Investments of Allocation Funds are valued based on the net asset value per share of the underlying funds.

Securities for which market quotations are not readily available, including circumstances under which it is determined by the Advisor that sale or bid prices are not reflective of a security’s market value, are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Company’s Board of Directors.

Short-term debt securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost. Other short-term debt securities are valued on a marked-to-market basis until such time as they reach a remaining maturity of 60 days, whereupon they are valued at amortized value using their value of the 61st day prior to maturity.

The Funds adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective November 1, 2008. FAS 157 defines fair value as the price that a fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Funds also adopted FASB Staff Position No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP 157-4”), effective January 1, 2009. FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased as well as guidance for identifying circumstances that indicate a transaction is not orderly.

The Funds, with the exception of the TCW Balanced Fund, had all long-term investments at Level 1, with the corresponding industries as represented in the schedule of investments, and all short-term investments at Level 2, as of July 31, 2009.

The following is a summary of the inputs used as of July 31, 2009 in valuing the TCW Balanced Fund’s investments:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
U.S. Government Agency Obligations	$	—	$	1,809,765	$	—	$	1,809,765
U.S. Treasury Bonds		313,894		—		—		313,894
U.S. Treasury Notes		1,256,528		—		—		1,256,528
Total Fixed Income Securities		1,570,422		1,809,765		—		3,380,187
Aerospace & Defense		91,261		—		—		91,261
Capital Markets		80,404		—		—		80,404
Commercial Services & Supplies		49,755		—		—		49,755
Communications Equipment		73,318		—		—		73,318
Computers & Peripherals		315,598		—		—		315,598
Consumer Finance		64,309		—		—		64,309
Diversified Consumer Services		38,721		—		—		38,721
Diversified Financial Services		168,127		—		—		168,127
Diversified Telecommunication Services		241,195		—		—		241,195
Electric Utilities		105,574		—		—		105,574
Electronic Equipment, Instruments and Components		183,709		—		—		183,709
Energy Equipment & Services		62,370		—		—		62,370
Food & Staples Retailing		62,608		—		—		62,608
Food Products		256,148		—		—		256,148
Health Care Equipment & Supplies		181,578		—		—		181,578
Health Care Providers & Services		68,533		—		—		68,533
Household Durables		76,806		—		—		76,806
Household Products		145,541		—		—		145,541
Industrial Conglomerates		166,091		—		—		166,091
Insurance		154,621		—		—		154,621
Leisure Equipment & Products		91,240		—		—		91,240
Media		212,152		—		—		212,152
Metals & Mining		73,538		—		—		73,538
Oil, Gas & Consumable Fuels		394,671		—		—		394,671
Paper & Forest Products		89,459		—		—		89,459
Personal Products		55,753		—		—		55,753
Pharmaceuticals		316,682		—		—		316,682
Semiconductors & Semiconductor Equipment		158,730		—		—		158,730
Software		53,061		—		—		53,061
Specialty Retail		196,839		—		—		196,839
Total Common Stock		4,228,392		—		—		4,228,392
Short-Term Investments		—		297,860		—		297,860
Total Short-Term Investments		—		297,860		—		297,860
Total Investments		5,798,814		2,107,625		—		7,906,439
Total	$	5,798,814	$	2,107,625	$	—	$	7,906,439

Repurchase Agreements: The Funds may invest in repurchase agreements secured by U.S. government obligations and by other securities. Securities pledged as collateral for repurchase agreements are held by the Funds’ custodian bank until maturity of the repurchase agreements. Provisions of the agreements ensure that the market value of the collateral is sufficient in the event of default; however, in the event of default or bankruptcy by the other party to the agreements, realization and/or retention of the collateral may be subject to legal proceedings.

Security Lending: The Funds may lend their securities to qualified brokers. The loans are collateralized at all times primarily with cash although the Funds can accept money market instruments or U.S. government securities with a market value at least equal to the market value of the securities on loan. As with any extensions of credit, the Funds may bear the risk of delay in recovery or even loss of rights in the collateral if the borrowers of the securities fail financially. The Funds earn additional income for lending their securities by investing the cash collateral in short-term investments. There were no outstanding securities on loan at July 31, 2009.

Note 3 – Federal Income Taxes

It is the policy of each Fund to comply with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net taxable income, including any net realized gains on investments, to its shareholders. Therefore, no federal income tax provision is required.

At July 31, 2009, net unrealized appreciation (depreciation) on investments for federal income tax purposes was as follows (amounts in thousands):

	TCW Balanced Fund			TCW Dividend Focused Fund			TCW Focused Equities Fund			TCW Growth Fund
Unrealized Appreciation	$	354		$	44,935		$	4,609		$	60
Unrealized (Depreciation)		(1,122	)		(131,244	)		(4,698	)		(102	)
Net Unrealized Depreciation	$	(768	)	$	(86,309	)	$	(89	)	$	(42	)
Cost of Investments for Federal Income Tax Purposes	$	8,674		$	694,507		$	62,126		$	831
	TCW Growth Equities Fund			TCW Large Cap Growth Fund			TCW Relative Value Large Cap Fund			TCW Relative Value Small Cap Fund
Unrealized Appreciation	$	5,673		$	1,515		$	34,099		$	2,752
Unrealized (Depreciation)		(3,203	)		(776	)		(98,073	)		(4,303	)
Net Unrealized Appreciation (Depreciation)	$	2,470		$	739		$	(63,974	)	$	(1,551	)
Cost of Investments for Federal Income Tax Purposes	$	28,604		$	18,822		$	593,552		$	17,744
	TCW Select Equities Fund			TCW Small Cap Growth Fund			TCW Value Opportunities Fund			TCW Conservative Allocation Fund
Unrealized Appreciation	$	78,923		$	14,432		$	17,921		$	310
Unrealized (Depreciation)		(44,767	)		(22,301	)		(23,666	)		—
Net Unrealized Appreciation (Depreciation)	$	34,156		$	(7,869	)	$	(5,745	)	$	310
Cost of Investments for Federal Income Tax Purposes	$	495,117		$	192,040		$	236,423		$	3,825
	TCW Moderate Allocation Fund			TCW Aggressive Allocation Fund
Unrealized Appreciation	$	100		$	73
Unrealized (Depreciation)		(131	)		—
Net Unrealized Appreciation (Depreciation)	$	(31	)	$	73
Cost of Investments for Federal Income Tax Purposes	$	1,661		$	750

The Funds are subject to the provisions of FASB Interpretation No. 48 (“FIN 48”) Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Funds did not have any unrecognized tax benefits at July 31, 2009, nor were there any increases or decreases in unrecognized tax benefits for the nine months ended July 31, 2009. The Funds are subject to examination by U.S. federal and state tax authorities for returns filed for the prior three and four fiscal years, respectively.

Note 4 – Transactions with Affiliates

The summary of Allocation Funds transactions in the securities of affiliated issuers for the period ended November 1, 2008 through July 31, 2009 is as follows:

Name of Affiliated Issuer	Number of Shares Held Beginning of Period	Gross Additions	Gross Reductions	Number of Shares Held End of Period	Value at End of Period (in thousands)
TCW Conservative Allocation Fund
TCW Core Fixed Income Fund	51,402	143,836	9,127	186,111	$	1,910
TCW Large Cap Growth Fund	—	68,951	1,391	67,560		1,109
TCW Money Market Fund	253,641	586,489	551,723	288,407		288
TCW Relative Value Large Cap Fund	—	99,653	20,872	78,781		828
TCW Spectrum Fund	42,511	61,418	103,929	—		—
Total					$	4,135
TCW Moderate Allocation Fund
TCW Core Fixed Income Fund	20,182	41,422	17,231	44,373	$	455
TCW Growth Equities Fund	2,965	9,650	2,288	10,327		107
TCW High Yield Bond Fund	6,991	15,954	4,253	18,692		104
TCW Large Cap Growth Fund	6,054	11,765	4,050	13,769		226
TCW Relative Value Large Cap Fund	16,436	33,498	10,755	39,179		412
TCW Value Opportunities Fund	3,398	6,738	2,329	7.807		106
Total					$	1,410
TCW Aggressive Allocation Fund
TCW Core Fixed Income Fund	8,068	16,532	12,491	12,109	$	124
TCW Emerging Markets Income Fund	2,812	8,754	2,332	9,234		66
TCW Growth Equities	718	4,620	1,131	4,207		44
TCW International Equities Fund	4,701	1,811	6,512	—		—
TCW Large Cap Growth Fund	3,235	8,388	5,771	5,852		96
TCW Relative Value Large Cap Fund	4,109	15,548	3,266	16,391		172
TCW Value Opportunities Fund	543	3,299	804	3,038		41
Total					$	543

Note 5 – Restricted Securities

The Funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. There were no restricted securities at July 31, 2009.

Note 6 – Subsequent Events

In accordance with the provisions set forth in FASB SFAS No. 165 Subsequent Events, adopted by the Funds as of July 31, 2009, the Advisor has evaluated the possibility of subsequent events existing in this report through September 21, 2009. The Advisor has determined that there are no material events that would require disclosure in this report through this date.

FIXED INCOME FUNDS

TCW Money Market Fund

Schedule of Investments (Unaudited) July 31, 2009

Principal Amount		Short-Term Investments	Value (1)
		Commercial Paper (13.2% of Net Assets)
$	103,000	Barclays Bank PLC, 1.066%, due 08/10/09	$	103,000
	10,000,000	BASF Aktiengesellschaft, (144A), 1.05%, due 10/07/09(2)		9,981,041
	2,000,000	BNP Paribas Finance, Inc., 0.22%, due 08/03/09		2,000,000
	8,000,000	Koch Resources LLC, (144A), 0.24%, due 08/25/09(2)		7,998,827
	4,000,000	Pacific Life Insurance Co., (144A), 0.25%, due 08/04/09(2)		3,999,972
	5,000,000	Wells Fargo Bank N.A., 0.389%, due 08/19/09		5,000,113
		Total Commercial Paper (Cost $29,082,953)		29,082,953
		Corporate Fixed Income Securities (54.8%)
	2,575,000	3M Co., 5.125%, due 11/06/09		2,606,172
	4,019,000	AT&T, Inc., 4.125%, due 09/15/09		4,035,402
	4,440,000	Bank of New York Mellon Corp., 7.3%, due 12/01/09		4,536,017
	1,186,000	Bear Stearns Cos. LLC, 0.843%, due 08/21/09		1,185,941
	350,000	Becton Dickinson and Co., 7.15%, due 10/01/09		353,705
	4,647,000	BellSouth Corp., 4.2%, due 09/15/09		4,666,267
	5,972,000	Berkshire Hathaway Finance Corp., 4.125%, due 01/15/10		6,068,271
	1,683,000	Caterpillar Financial Services Corp., 1.006%, due 08/11/09		1,683,243
	5,000,000	Citigroup Funding, Inc., 0.3%, due 08/07/09		4,999,833
	10,000,000	Countrywide Home Loans, Inc., 4.125%, due 09/15/09		10,023,288
	2,554,000	Du Pont (E.I.) de Nemours & Co., 6.875%, due 10/15/09		2,586,594
	10,000,000	Federal Home Loan Bank, 0.5%, due 06/15/10		10,000,000
	10,000,000	Federal Home Loan Mortgage Corp., 3.125%, due 02/04/10		10,105,198
	1,000,000	FIA Card Services N.A., 4.625%, due 08/03/09		1,000,000
	1,301,000	General Electric Capital Corp., 4.125%, due 09/01/09		1,304,739
	2,500,000	General Electric Capital Corp., 4.625%, due 09/15/09		2,511,650
	3,500,000	Goldman Sachs Group, Inc. (The), 0.753%, due 10/23/09		3,499,033
	7,688,000	Goldman Sachs Group, Inc. (The), 7.35%, due 10/01/09		7,771,020
	500,000	International Business Machines Corp., 4.25%, due 09/15/09		502,230
	1,000,000	JPMorgan Chase & Co., 0.25%, due 08/07/09		999,972
	954,000	JPMorgan Chase & Co., 0.785%, due 10/02/09		953,850
	2,600,000	Procter & Gamble Co. (The), 6.875%, due 09/15/09		2,619,506
	7,675,000	Procter & Gamble International Funding SCA, 1.046%, due 08/19/09		7,676,652
	3,000,000	Siemens Financieringsmaatschappij N.V., (144A), 0.956%, due 08/14/09(2)		3,000,469
	10,000,000	Toyota Motor Credit Corp., 0.67%, due 09/11/09		10,000,000
	550,000	Wal-Mart Stores, Inc., 4%, due 01/15/10		558,598
	1,000,000	Wal-Mart Stores, Inc., 4.125%, due 07/01/10		1,030,721
	8,117,000	Wal-Mart Stores, Inc., 6.875%, due 08/10/09		8,126,916
	500,000	Walt Disney Co. (The), 0.75%, due 09/10/09		500,239
	3,000,000	Wells Fargo & Co., 0.32%, due 08/03/09		3,000,000

See accompanying notes to Schedule of Investments.

Principal Amount		Short-Term Investments	Value
$	2,725,000	Wells Fargo & Co., 0.729%, due 09/15/09	$	2,725,964
		Total Corporate Fixed Income Securities (Cost $120,631,490)		120,631,490
Number of Shares
		Money Market Investments (9.9%)
	10,945,500	BlackRock Liquidity TempFund Portfolio, 0.313%		10,945,500
	10,965,500	JPMorgan Prime Money Market Fund, 0.32%		10,965,500
		Total Money Market Investments (Cost $21,911,000)		21,911,000
Principal Amount
		Repurchase Agreements (21.8%)
$	48,016,000	Calyon, 0.21%, due 08/03/09 (collateralized by a $4,000 Freddie Mac, due 02/22/10 valued at $3,993; $48,770,000 Federal Home Loan Bank, due 04/30/10 valued at $48,876,806) (Total Amount to be Received Upon Repurchase $48,016,840)		48,016,000
	1,096	State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $5,000, U.S. Treasury Bill, 0.13%, due 11/12/09 valued at $4,998) (Total Amount to be Received Upon Repurchase $1,096)		1,096
		Total Repurchase Agreements (Cost $48,017,096)		48,017,096
		Total Short-Term Investments (Cost: $219,642,539) (99.7%)		219,642,539
		Total Investments (Cost: $219,642,539) (99.7%)		219,642,539
		Excess of Other Assets over Liabilities (0.3%)		711,878
		Net Assets (100.0%)	$	220,354,417

Notes to the Schedule of Investments:

(1) Amortized Cost (See Note 2 under “Security Valuation”).

(2) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2009, the value of these securities amounted to $24,980,309 or 11.3% of net assets. These securities are determined to be liquid by the Advisor, unless otherwise noted, under procedures established by and under the general supervision of the Fund’s Board of Directors.

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Money Market Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Automotive	4.5	%
Banking	10.1
Chemicals	5.7
Commercial Services	2.6
Computer & Data Processing Services	0.2
Cosmetic & Personal Care	4.7
Financial Services	14.2
Insurance	4.6
Media - Broadcasting & Publishing	0.2
Medical Supplies	0.2
Oil & Gas	3.6
Retailers	4.4
Sovereign Government	4.5
Telephone Systems	3.9
U.S. Government Agency Obligations	4.6
Short-Term Investments	31.7
Total	99.7	%

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Core Fixed Income Fund

Schedule of Investments (Unaudited) July 31, 2009

Principal Amount		Fixed Income Securities	Value
		Corporate Bonds
		Aerospace & Defense (0.2% of Net Assets)
$	175,000	L-3 Communications Corp., 6.375%, due 10/15/15	$	168,000
	225,000	Northrop Grumman Corp., 7.75%, due 02/15/31		281,235
		Total Aerospace & Defense		449,235
		Apparel Retailers (0.0%)
	60,000	Limited Brands, Inc., (144A), 8.5%, due 06/15/19(1)		59,700
		Automotive (0.4%)
	85,000	ArvinMeritor, Inc., 8.75%, due 03/01/12		71,188
	425,000	Daimler Finance North America LLC, 6.5%, due 11/15/13		447,602
	250,000	DaimlerChrysler N.A., 7.2%, due 09/01/09		250,735
	30,000	Goodyear Tire & Rubber Co., 10.5%, due 05/15/16		32,400
	100,000	Tenneco, Inc., 8.125%, due 11/15/15		91,250
		Total Automotive		893,175
		Banking (3.1%)
	500,000	American Express Co., 7.25%, due 05/20/14		541,625
	275,000	Bank of America Corp., 5.625%, due 10/14/16		265,896
	450,000	Bank of America Corp., 5.65%, due 05/01/18		428,758
	650,000	Bank of New York Mellon Corp. (The), 4.95%, due 11/01/12		699,945
	800,000	Citigroup, Inc., 6.125%, due 05/15/18		732,438
	650,000	Credit Suisse New York, 5.5%, due 05/01/14		700,129
	120,000	Ford Motor Credit Co. LLC, 7%, due 10/01/13		108,000
	425,000	General Electric Capital Corp., 4.8%, due 05/01/13		438,029
	250,000	General Electric Capital Corp., 5.875%, due 02/15/12		265,451
	61,000	GMAC LLC, (144A), 6%, due 12/15/11(1)		55,510
	125,000	John Deere Capital Corp., 4.9%, due 09/09/13		133,541
	125,000	John Deere Capital Corp., 5.1%, due 01/15/13		131,618
	25,000	John Deere Capital Corp., 7%, due 03/15/12		27,721
	275,000	JPMorgan Chase & Co., 4.75%, due 03/01/15		278,901
	125,000	Korea Development Bank (South Korea), 5.3%, due 01/17/13		123,262
	250,000	Korea Development Bank (South Korea), 5.75%, due 09/10/13		253,552
	275,000	Korea Development Bank (South Korea), 8%, due 01/23/14		298,415
	125,000	National Rural Utilities Cooperative Finance Corp., 8%, due 03/01/32		142,539
	100,000	National Rural Utilities Cooperative Finance Corp., 10.375%, due 11/01/18		129,417
	150,000	US Bancorp, 4.2%, due 05/15/14		155,990
	425,000	US Bank N.A., 6.3%, due 02/04/14		474,140
	475,000	Wells Fargo & Co., 4.375%, due 01/31/13		481,370
	250,000	Wells Fargo & Co., 6.45%, due 02/01/11		263,653
		Total Banking		7,129,900

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Beverages, Food & Tobacco (1.4%)
$	250,000	Altria Group, Inc., 8.5%, due 11/10/13	$	289,860
	250,000	Campbell Soup Co., 6.75%, due 02/15/11		269,974
	485,000	Coca-Cola Enterprises, Inc., 7.375%, due 03/03/14		570,368
	19,000	ConAgra Foods, Inc., 6.75%, due 09/15/11		20,235
	135,000	Dean Foods Co., 7%, due 06/01/16		127,913
	250,000	General Mills, Inc., 6%, due 02/15/12		271,957
	225,000	Kellogg Co., 7.45%, due 04/01/31		291,463
	270,000	Kraft Foods, Inc., 6%, due 02/11/13		294,401
	200,000	Kraft Foods, Inc., 6.25%, due 06/01/12		219,171
	25,000	PepsiCo, Inc., 4.65%, due 02/15/13		26,665
	300,000	PepsiCo, Inc., 7.9%, due 11/01/18		380,264
	250,000	Safeway, Inc., 5.8%, due 08/15/12		270,129
	160,000	Smithfield Foods, Inc., 7.75%, due 07/01/17		119,600
	60,000	Smithfield Foods, Inc., (144A), 10%, due 07/15/14(1)		62,550
	75,000	SUPERVALU, Inc., 7.5%, due 11/15/14		73,031
	35,000	SUPERVALU, Inc., 8%, due 05/01/16		34,738
		Total Beverages, Food & Tobacco		3,322,319
		Building Materials (0.0%)
	105,000	Ply Gem Industries, Inc., 11.75%, due 06/15/13		78,225
		Chemicals (0.3%)
	50,000	Ashland, Inc., (144A), 9.125%, due 06/01/17(1)		52,750
	275,000	Dow Chemical Co. (The), 7.6%, due 05/15/14		300,036
	310,000	Ineos Group Holdings PLC (United Kingdom), (144A), 8.5%, due 02/15/16(1)		142,600
	150,000	MacDermid, Inc., (144A), 9.5%, due 04/15/17(1)		115,500
	105,000	Mosaic Co., (144A), 7.625%, due 12/01/16(1)		108,675
	5,000	Mosaic Co., (144A), 7.375%, due 12/01/14(1)		5,175
	20,000	Rockwood Specialties Group, Inc., 7.5%, due 11/15/14		19,100
	30,000	Westlake Chemical Corp., 6.625%, due 01/15/16		27,450
		Total Chemicals		771,286
		Coal (0.0%)
	51,000	Massey Energy Co., 6.875%, due 12/15/13		49,087
	45,000	Peabody Energy Corp., 6.875%, due 03/15/13		45,225
		Total Coal		94,312
		Commercial Services (0.4%)
	50,000	Aramark Services, Inc., 8.5%, due 02/01/15		50,500
	220,000	Ashtead Capital, Inc., (144A), 9%, due 08/15/16(1)		190,300

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Commercial Services (Continued)
$	55,000	Casella Waste Systems, Inc., 9.75%, due 02/01/13	$	47,850
	30,000	Casella Waste Systems, Inc., (144A), 11%, due 07/15/14(1)		31,050
	110,000	Education Management LLC, 8.75%, due 06/01/14		110,550
	10,000	Inergy LP/Inergy Finance Corp., 8.25%, due 03/01/16		9,875
	115,000	Iron Mountain, Inc., 8%, due 06/15/13		112,413
	100,000	Universal Hospital Services, Inc., 8.5%, due 06/01/15		97,750
	50,000	Waste Management, Inc., 7%, due 07/15/28		53,740
	225,000	Waste Management, Inc., 7.75%, due 05/15/32		263,634
		Total Commercial Services		967,662
		Communications (0.1%)
	40,000	Aeroflex, Inc., 11.75%, due 02/15/15		32,400
	45,000	DigitalGlobe, Inc., (144A), 10.5%, due 05/01/14(1)		47,137
	65,000	Hughes Network Systems LLC, (144A), 9.5%, due 04/15/14(1)		64,025
	80,000	Intelsat Subsidiary Holding Co., Ltd., 8.5%, due 01/15/13		80,800
	50,000	Intelsat Subsidiary Holding Co., Ltd., (144A), 8.875%, due 01/15/15(1)		50,500
		Total Communications		274,862
		Computer & Data Processing Services (0.1%)
	175,000	Dell, Inc., 5.875%, due 06/15/19		182,627
	5,000	Seagate Technology International, (144A), 10%, due 05/01/14(1)		5,450
		Total Computer & Data Processing Services		188,077
		Computer Integrated Systems Design (0.1%)
	150,000	Unisys Corp., 8%, due 10/15/12		124,500
		Computers & Information (0.2%)
	275,000	3M Co., 5.7%, due 03/15/37		296,423
	150,000	Jabil Circuit, Inc., 8.25%, due 03/15/18		146,625
		Total Computers & Information		443,048
		Cosmetic & Personal Care (0.1%)
	275,000	Procter & Gamble Co., 5.55%, due 03/05/37		298,934
		Data Processing & Preparation (0.0%)
	55,000	First Data Corp., 9.875%, due 09/24/15		46,337
		Electric Utilities (1.7%)
	75,000	AES Corp., 7.75%, due 03/01/14		74,344
	100,000	AES Corp., 8%, due 10/15/17		98,000
	325,000	Alabama Power Co., 6%, due 03/01/39		357,899

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Electric Utilities (Continued)
$	125,000	American Electric Power Co., Inc., 5.25%, due 06/01/15	$	124,440
	150,000	Carolina Power & Light Co., 6.5%, due 07/15/12		163,589
	175,000	Dominion Resources, Inc., 5.15%, due 07/15/15		183,577
	150,000	Dynegy Holdings, Inc., 8.375%, due 05/01/16		131,250
	225,000	Edison Mission Energy, 7%, due 05/15/17		178,875
	25,000	Indiana Michigan Power Co., 7%, due 03/15/19		28,065
	30,000	InterGen NV (Netherlands), (144A), 9%, due 06/30/17(1)		29,250
	70,000	Ipalco Enterprises, Inc., (144A), 7.25%, due 04/01/16(1)		68,775
	350,000	MidAmerican Energy Holdings Co., 6.125%, due 04/01/36		379,509
	135,000	Mirant North America LLC, 7.375%, due 12/31/13		133,312
	175,000	NRG Energy, Inc., 7.375%, due 02/01/16		169,312
	188,000	Pacific Gas & Electric Co., 5.625%, due 11/30/17		201,172
	175,000	Pacific Gas & Electric Co., 8.25%, due 10/15/18		221,668
	1,000	PNM Resources, Inc., 9.25%, due 05/15/15		965
	250,000	Progress Energy, Inc., 5.625%, due 01/15/16		263,420
	250,000	Progress Energy, Inc., 7.05%, due 03/15/19		284,806
	130,000	Public Service Co. of New Mexico, 7.95%, due 05/15/18		127,565
	205,000	RRI Energy, Inc., 7.625%, due 06/15/14		189,625
	200,000	Southern Power Co., 4.875%, due 07/15/15		208,003
	225,000	Texas Competitive Electric Holdings Co. LLC, 10.25%, due 11/01/15		174,937
	100,000	Virginia Electric and Power Co., 8.875%, due 11/15/38		140,891
		Total Electric Utilities		3,933,249
		Electrical Equipment (0.0%)
	25,000	Baldor Electric Co., 8.625%, due 02/15/17		25,000
		Electronics (0.3%)
	15,000	Celestica, Inc. (Canada), 7.625%, due 07/01/13		15,038
	500,000	Cisco Systems, Inc., 5.5%, due 02/22/16		551,872
	105,000	Freescale Semiconductor, Inc., 8.875%, due 12/15/14		69,825
	40,000	NXP BV/NXP Funding LLC (Netherlands), 7.875%, due 10/15/14		28,000
	105,000	Sanmina-SCI Corp., 8.125%, due 03/01/16		92,400
		Total Electronics		757,135
		Entertainment & Leisure (0.5%)
	35,000	Jacobs Entertainment, Inc., 9.75%, due 06/15/14		30,100
	85,000	Mashantucket Western Pequot Tribe, (144A), 8.5%, due 11/15/15(1)		42,500
	110,000	Shingle Springs Tribal Gaming Authority, (144A), 9.375%, due 06/15/15(1)		76,450
	115,000	Steinway Musical Instruments, Inc., (144A), 7%, due 03/01/14(1)		90,563
	105,000	WMG Acquisition Corp., (144A), 9.5%, due 06/15/16(1)		111,825

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Entertainment & Leisure (Continued)
$	525,000	Xerox Corp., 5.5%, due 05/15/12	$	553,988
	138,000	Xerox Corp., 6.4%, due 03/15/16		135,439
		Total Entertainment & Leisure		1,040,865
		Financial Services (1.2%)
	400,000	BP Capital Markets PLC, 5.25%, due 11/07/13		438,889
	225,000	Goldman Sachs Group, Inc. (The), 5.95%, due 01/18/18		236,561
	200,000	Goldman Sachs Group, Inc. (The), 6.15%, due 04/01/18		213,798
	225,000	Goldman Sachs Group, Inc. (The), 7.5%, due 02/15/19		262,738
	165,000	Hawker Beechcraft Acquisition Co., 8.5%, due 04/01/15		95,700
	155,000	Hughes Network Systems LLC/HNS Finance Corp., 9.5%, due 04/15/14		155,775
	450,000	JPMorgan Chase & Co. (originally issued by Bear Stearns & Co.), 7.25%, due 02/01/18		501,201
	450,000	Morgan Stanley, 6.625%, due 04/01/18		482,825
	200,000	Morgan Stanley, 7.3%, due 05/13/19		225,285
	317,000	Nuveen Investments, Inc., (144A), 10.5%, due 11/15/15(1)		226,655
		Total Financial Services		2,839,427
		Food Retailers (0.1%)
	125,000	Kroger Co., 5.5%, due 02/01/13		131,427
	50,000	Kroger Co. (The), 5%, due 04/15/13		51,683
	75,000	Kroger Co. (The), 6.2%, due 06/15/12		81,106
		Total Food Retailers		264,216
		Forest Products & Paper (0.4%)
	10,000	Abitibi-Bowater, Inc., 6.5%, due 06/15/13		1,650
	20,000	Abitibi-Consolidated, Inc. (Canada), 7.75%, due 06/15/11		2,000
	100,000	Berry Plastics Corp., 4.504%, due 09/15/14		72,500
	225,000	Catalyst Paper Corp. (Canada), 7.375%, due 03/01/14		91,125
	25,000	Georgia-Pacific Corp., (144A), 7.125%, due 01/15/17(1)		24,125
	150,000	Georgia-Pacific Corp., 9.5%, due 12/01/11		157,500
	150,000	Graphic Packaging International Corp., 9.5%, due 08/15/13		150,000
	65,000	Graphic Packaging International, Inc., (144A), 9.5%, due 06/15/17(1)		66,950
	20,000	Neenah Paper, Inc., 7.375%, due 11/15/14		14,000
	160,000	Plastipak Holdings, Inc., (144A), 8.5%, due 12/15/15(1)		149,200
	335,000	Verso Paper Holdings LLC, 9.125%, due 08/01/14		180,900
		Total Forest Products & Paper		909,950
		Healthcare Providers (0.6%)
	165,000	Community Health Systems, Inc., 8.875%, due 07/15/15		170,363
	175,000	HCA, Inc., 9.25%, due 11/15/16		182,437

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Healthcare Providers (Continued)
$	75,000	HCA, Inc., (144A), 9.875%, due 02/15/17(1)	$	79,313
	30,000	Omnicare, Inc., 6.875%, due 12/15/15		28,050
	165,000	Psychiatric Solutions, Inc., 7.75%, due 07/15/15		156,338
	60,000	Psychiatric Solutions, Inc., (144A), 7.75%, due 07/15/15(1)		56,850
	220,000	Tenet Healthcare Corp., (144A), 8.875%, due 07/01/19(1)		233,200
	205,000	United Surgical Partners International, Inc., 8.875%, due 05/01/17		191,162
	225,000	US Oncology, Inc., (144A), 9.125%, due 08/15/17(1)		232,312
		Total Healthcare Providers		1,330,025
		Heavy Machinery (0.1%)
	225,000	Smith International, Inc., 9.75%, due 03/15/19		275,714
		Home Construction, Furnishings & Appliances (0.2%)
	25,000	Beazer Homes USA, Inc., 6.875%, due 07/15/15		13,750
	205,000	K Hovnanian Enterprises, Inc., 11.5%, due 05/01/13		189,625
	120,000	KB Home, 7.25%, due 06/15/18		108,000
	30,000	Pulte Homes, Inc., 5.25%, due 01/15/14		27,750
	30,000	Ryland Group, Inc. (The), 8.4%, due 05/15/17		29,475
	25,000	Standard Pacific Corp., 7%, due 08/15/15		19,000
	70,000	Toll Brothers Finance Corp., 8.91%, due 10/15/17		74,842
	80,000	William Lyon Homes, Inc., 10.75%, due 04/01/13		29,600
	20,000	William Lyon Homes, Inc., 7.625%, due 12/15/12		7,000
		Total Home Construction, Furnishings & Appliances		499,042
		Industrial - Diversified (0.0%)
	30,000	Harland Clarke Holdings, Inc., 9.5%, due 05/15/15		24,075
		Insurance (0.7%)
	425,000	Berkshire Hathaway Finance Corp., 4.85%, due 01/15/15		440,214
	225,000	Berkshire Hathaway Finance Corp., 5%, due 08/15/13		237,497
	20,000	Leucadia National Corp., 7%, due 08/15/13		19,200
	450,000	MetLife, Inc., 5.7%, due 06/15/35		417,512
	250,000	WellPoint, Inc., 5.25%, due 01/15/16		245,301
	175,000	WellPoint, Inc., 5.875%, due 06/15/17		177,419
		Total Insurance		1,537,143
		Lodging (0.4%)
	306,000	Harrah’s Operating Co., Inc., (144A), 10%, due 12/15/18(1)		215,730
	50,000	MGM Mirage, Inc., 7.625%, due 01/15/17		35,375
	200,000	MGM Mirage, Inc., 8.5%, due 09/15/10		188,750

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Lodging (Continued)
$	30,000	MGM Mirage, Inc., (144A), 10.375%, due 05/15/14(1)	$	32,213
	35,000	MGM Mirage, Inc., (144A), 11.125%, due 11/15/17(1)		38,500
	51,000	MTR Gaming Group, Inc., 9%, due 06/01/12		37,485
	50,000	MTR Gaming Group, Inc., (144A), 12.625%, due 07/15/14(1)		48,750
	75,000	Sheraton Holding Corp., 7.375%, due 11/15/15		71,156
	75,000	Starwood Hotels & Resort, 7.875%, due 10/15/14		74,259
	83,000	Starwood Hotels & Resorts, 7.875%, due 05/01/12		82,793
		Total Lodging		825,011
		Media - Broadcasting & Publishing (0.6%)
	50,000	Block Communications, Inc., (144A), 8.25%, due 12/15/15(1)		45,000
	2,000	CMP Susquehanna Corp., (144A), 1%, due 05/15/14(1)		1,053
	275,000	Comcast Corp., 5.3%, due 01/15/14		293,932
	100,000	CSC Holdings, Inc., 7.625%, due 04/01/11		101,500
	75,000	CSC Holdings, Inc., (144A), 8.5%, due 04/15/14(1)		77,250
	25,000	CSC Holdings, Inc., (144A), 8.625%, due 02/15/19(1)		25,625
	10,000	Echostar DBS Corp., 7%, due 10/01/13		9,875
	155,000	Mediacom Broadband LLC, 8.5%, due 10/15/15		147,637
	150,000	News America, Inc., 6.4%, due 12/15/35		149,666
	25,000	Time Warner Cable, Inc., 7.3%, due 07/01/38		28,427
	225,000	Time Warner Entertainment Co., LP, 8.375%, due 07/15/33		272,192
	30,000	Univision Communications, Inc., (144A), 9.75%, due 03/15/15(1)		19,800
	145,000	Univision Communications, Inc., (144A), 12%, due 07/01/14(1)		154,425
	150,000	Viacom, Inc., 6.875%, due 04/30/36		156,740
		Total Media - Broadcasting & Publishing		1,483,122
		Medical Supplies (0.3%)
	200,000	Bausch & Lomb, Inc., (144A), 9.875%, due 11/01/15(1)		200,000
	100,000	Biomet, Inc., 10.375%, due 10/15/17		106,750
	250,000	Covidien International Finance SA, 6%, due 10/15/17		275,430
	50,000	DJO Finance LLC/DJO Finance Corp., 10.875%, due 11/15/14		47,250
	75,000	Inverness Medical Innovations, Inc., 9%, due 05/15/16		75,000
		Total Medical Supplies		704,430
		Metals (0.4%)
	15,000	Belden, Inc., 7%, due 03/15/17		13,200
	30,000	Freeport-McMoRan Copper & Gold, Inc., 8.375%, due 04/01/17		31,800
	80,000	Freeport-McMoRan Copper & Gold, Inc., 8.25%, due 04/01/15		84,600
	150,000	Mobile Services Group, Inc., 9.75%, due 08/01/14		145,875

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Metals (Continued)
$	25,000	Novelis, Inc. (Canada), 7.25%, due 02/15/15	$	20,500
	300,000	Rio Tinto Finance USA, Ltd., 5.875%, due 07/15/13		317,535
	225,000	Steel Dynamics, Inc., 6.75%, due 04/01/15		213,188
	70,000	Teck Resources, Ltd., (144A), 10.25%, due 05/15/16(1)		79,275
	105,000	US Steel Corp., 7%, due 02/01/18		100,144
		Total Metals		1,006,117
		Oil & Gas (1.6%)
	65,000	Basic Energy Services, Inc., 7.125%, due 04/15/16		46,150
	30,000	Basic Energy Services, Inc., (144A), 11.625%, due 08/01/14(1)		29,925
	250,000	Chesapeake Energy Corp., 7%, due 08/15/14		242,500
	5,000	Chesapeake Energy Corp., 6.375%, due 06/15/15		4,663
	15,000	Denbury Resources, Inc., 7.5%, due 12/15/15		14,775
	10,000	Denbury Resources, Inc., 7.5%, due 04/01/13		9,950
	95,000	Denbury Resources, Inc., 9.75%, due 03/01/16		101,412
	85,000	El Paso Corp., 7.875%, due 06/15/12		86,700
	75,000	Forest Oil Corp., 7.25%, due 06/15/19		71,250
	50,000	Forest Oil Corp., (144A), 8.5%, due 02/15/14(1)		50,625
	250,000	Halliburton Co., 6.15%, due 09/15/19		278,876
	325,000	Kinder Morgan Energy Partners, LP, 6.95%, due 01/15/38		349,746
	250,000	Marathon Oil Corp., 7.5%, due 02/15/19		289,693
	150,000	Mariner Energy, Inc., 11.75%, due 06/30/16		157,500
	15,000	Newfield Exploration Co., 7.125%, due 05/15/18		14,512
	170,000	OPTI Canada, Inc. (Canada), 8.25%, due 12/15/14		112,200
	300,000	Petrobras International Finance Co., 7.875%, due 03/15/19		329,250
	20,000	PetroHawk Energy Corp., 9.125%, due 07/15/13		20,850
	15,000	PetroHawk Energy Corp., 7.875%, due 06/01/15		14,513
	120,000	PetroHawk Energy Corp., (144A), 10.5%, due 08/01/14(1)		128,700
	150,000	Plains Exploration & Production Co., 7.625%, due 06/01/18		146,250
	30,000	Quicksilver Resources, Inc., 7.125%, due 04/01/16		25,200
	132,000	Regency Energy Partners, LP, 8.375%, due 12/15/13		132,660
	210,000	SandRidge Energy, Inc., (144A), 8%, due 06/01/18(1)		192,150
	250,000	Valero Energy Corp., 9.375%, due 03/15/19		290,988
	5,000	Whiting Petroleum Corp., 7%, due 02/01/14		4,900
	75,000	Whiting Petroleum Corp., 7.25%, due 05/01/13		75,000
	400,000	XTO Energy, Inc., 5.65%, due 04/01/16		417,970
	150,000	XTO Energy, Inc., 6.25%, due 08/01/17		162,729
		Total Oil & Gas		3,801,637

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Other (0.1%)
$	150,000	NYC Industrial Development Agency, (144A), 11%, due 03/01/29(1)	$	156,000
		Pharmaceuticals (0.6%)
	250,000	Abbott Laboratories, 5.6%, due 11/30/17		274,330
	15,000	Axcan Intermediate Holdings, Inc., 9.25%, due 03/01/15		15,450
	325,000	Eli Lilly & Co., 5.2%, due 03/15/17		348,139
	250,000	Johnson & Johnson, 5.95%, due 08/15/37		278,820
	75,000	McKesson Corp., 6.5%, due 02/15/14		82,177
	200,000	McKesson HBOC, Inc., 5.7%, due 03/01/17		207,441
	275,000	Novartis Securities Investment, Ltd., 5.125%, due 02/10/19		288,164
		Total Pharmaceuticals		1,494,521
		Radio Telephone Communications (0.2%)
	225,000	New Cingular Wireless Services, Inc., 8.75%, due 03/01/31		297,082
	120,000	Nextel Communications, Inc., 7.375%, due 08/01/15		107,400
		Total Radio Telephone Communications		404,482
		Real Estate (0.4%)
	35,000	American Real Estate Partners, LP/American Real Estate Finance Corp., 7.125%, due 02/15/13		32,463
	150,000	Felcor Lodging, LP (REIT), 3.135%, due 12/01/11		123,750
	40,000	Host Marriott, LP (REIT), 7.125%, due 11/01/13		38,800
	300,000	Simon Property Group, LP (REIT), 5.1%, due 06/15/15		288,218
	275,000	Simon Property Group, LP (REIT), 5.25%, due 12/01/16		255,183
	175,000	Simon Property Group, LP (REIT), 5.875%, due 03/01/17		167,515
		Total Real Estate		905,929
		Restaurants (0.0%)
	90,000	Real Mex Restaurants, Inc., (144A), 14%, due 01/01/13(1)		81,450
		Retailers (0.7%)
	500,000	CVS Caremark Corp., 6.6%, due 03/15/19		560,394
	30,000	Dollarama Group, LP (Canada), 8.875%, due 08/15/12		29,475
	5,000	Harry & David Holdings, Inc., 5.668%, due 03/01/12		2,225
	160,000	Harry & David Holdings, Inc., 9%, due 03/01/13		76,000
	220,000	Macy’s Retail Holdings, Inc., 5.9%, due 12/01/16		198,000
	110,000	Neiman Marcus Group, Inc., 10.375%, due 10/15/15		78,100
	130,000	Rite Aid Corp., (144A), 9.75%, due 06/12/16(1)		137,150
	50,000	Staples, Inc., 9.75%, due 01/15/14		58,375
	95,000	Toys R Us Property Co. I LLC, (144A), 10.75%, due 07/15/17(1)		98,325
	375,000	Wal-Mart Stores, Inc., 5.8%, due 02/15/18		417,606
		Total Retailers		1,655,650

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Telephone Communications, exc. Radio (0.5%)
$	100,000	AT&T Corp., 8%, due 11/15/31	$	125,589
	170,000	Broadview Networks Holdings, Inc., 11.375%, due 09/01/12		139,400
	65,000	Cincinnati Bell, Inc., 8.375%, due 01/15/14		64,188
	35,000	Citizens Communications Co., 6.625%, due 03/15/15		32,900
	30,000	Citizens Communications Co., 9%, due 08/15/31		27,750
	65,000	Frontier Communications Corp., 8.25%, due 05/01/14		65,812
	75,000	Qwest Capital Funding, Inc., 7.25%, due 02/15/11		74,062
	30,000	Qwest Communications International, Inc., 7.5%, due 02/15/14		29,400
	95,000	Qwest Corp., 7.625%, due 06/15/15		94,525
	100,000	Qwest Corp., 8.875%, due 03/15/12		103,750
	125,000	Verizon Communications, Inc., 6.25%, due 04/01/37		132,391
	150,000	Verizon Communications, Inc., 6.9%, due 04/15/38		171,372
		Total Telephone Communications, exc. Radio		1,061,139
		Telephone Systems (0.4%)
	325,000	Deutsche Telekom International Finance AG (Netherlands), 8.5%, due 06/15/10		343,125
	225,000	Koninklijke KPN NV (Netherlands), 8.375%, due 10/01/30		281,689
	100,000	Level 3 Financing, Inc., 9.25%, due 11/01/14		87,500
	160,000	Sprint Capital Corp., 8.75%, due 03/15/32		138,400
	75,000	Windstream Corp., 8.625%, due 08/01/16		76,312
		Total Telephone Systems		927,026
		Transportation (0.3%)
	125,000	Canadian National Railway Co. (Canada), 4.4%, due 03/15/13		129,516
	125,000	Canadian National Railway Co. (Canada), 6.375%, due 10/15/11		135,321
	90,000	Royal Caribbean Cruises, 11.875%, due 07/15/15		92,234
	75,000	United Parcel Service, Inc., 5.125%, due 04/01/19		79,533
	200,000	United Parcel Service, Inc., 5.5%, due 01/15/18		213,181
		Total Transportation		649,785
		Total Corporate Bonds (Cost: $39,999,970) (18.7%)		43,733,712
		Collateralized Mortgage Obligations (43.6%)
	4,209,415	Adjustable Rate Mortgage Trust (07-3-2A1), (144A), 6.852%, due 11/25/37(1)		2,491,974
	2,097,624	American Home Mortgage Assets (07-3-22A1), 6.25%, due 06/25/37		998,830
	3,081,729	Banc of America Alternative Loan Trust (06-9-1CB1), 6%, due 01/25/37		2,119,895
	5,283,000	BCAP LLC Trust (06-RR1-PE), 5%, due 11/25/36		3,491,103
	2,428,756	BCAP LLC Trust (07-AA2-2A5), 6%, due 04/25/37		1,627,881
	1,187,106	Citigroup Mortgage Loan Trust, Inc. (05-5-2A2), 5.75%, due 08/25/35		852,305
	2,228,011	Citigroup Mortgage Loan Trust, Inc. (06-AR3-1A1A), 5.94%, due 06/25/36		1,733,823
	2,500,000	CitiMortgage Alternative Loan Trust (07-A3-1A4), 5.75%, due 03/25/37		1,315,996
	1,778,304	Countrywide Alternative Loan Trust (07-19-1A34), 6%, due 08/25/37		850,477

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	2,008,000	Countrywide Alternative Loan Trust (07-19-1A4), 6%, due 08/25/37	$	1,006,439
	3,033,410	Countrywide Alternative Loan Trust (07-9T1-2A1), 6%, due 05/25/37		1,700,943
	4,500,000	Countrywide Alternative Loan Trust (07-J1-3A4), 5.755%, due 11/25/36		1,990,397
	1,520,037	Countrywide Home Loans Mortgage Pass Through Trust (05-18-A7), 18.741%, due 10/25/35 (I/F)		1,398,627
	193,092	Countrywide Home Loans Mortgage Pass Through Trust (05-8R-A4), 6%, due 10/25/34		190,795
	805,902	Countrywide Home Loans Mortgage Pass Through Trust (07-4-1A1), 6%, due 05/25/37		595,584
	3,963,847	Countrywide Home Loans Mortgage Pass Through Trust (07-HYB2-3A1), 5.373%, due 02/25/47		1,963,331
	2,230,080	Countrywide Home Loans Mortgage Pass Through Trust (07-J3-A1), 0.785%, due 07/25/37		1,472,104
	2,230,080	Countrywide Home Loans Mortgage Pass Through Trust (07-J3-A2), 5.215%, due 07/25/37 (I/O) (I/F)		150,764
	856,002	Credit Suisse First Boston Mortgage Securities Corp. (03-7-1A4), 5.5%, due 02/25/33		807,206
	324,956	Credit Suisse First Boston Mortgage Securities Corp. (03-8-4PPA), 5.75%, due 04/25/33		321,047
	2,111,298	Credit Suisse Mortgage Capital Certificates (06-7-7A1), 0.985%, due 08/25/36		1,172,229
	2,500,000	Credit Suisse Mortgage Capital Certificates (07-1-5A4), 6%, due 02/25/37		1,743,298
	1,599,959	Federal Home Loan Mortgage Corp. (2439-KZ), 6.5%, due 04/15/32		1,680,534
	1,000,000	Federal Home Loan Mortgage Corp. (2649-GP), 4.5%, due 10/15/30		1,024,731
	3,376,682	Federal Home Loan Mortgage Corp. (2662-MT), 4.5%, due 08/15/33 (TAC)		3,408,097
	3,750,000	Federal Home Loan Mortgage Corp. (2688-DG), 4.5%, due 10/15/23		3,716,713
	600,826	Federal Home Loan Mortgage Corp. (2695-DB), 4%, due 09/15/15 (PAC)		612,712
	228,232	Federal Home Loan Mortgage Corp. (2747-HA), 4%, due 10/15/13		233,651
	1,148,602	Federal Home Loan Mortgage Corp. (2770-UT), 4.5%, due 03/15/19		1,154,880
	108,488	Federal Home Loan Mortgage Corp. (2897-SD), 11.681%, due 10/15/31 (I/F) (TAC)		108,599
	1,368,946	Federal Home Loan Mortgage Corp. (3042-EZ), 4.5%, due 09/15/35		1,344,376
	3,205,266	Federal Home Loan Mortgage Corp. (3232-MC), 5%, due 10/15/36		3,191,230
	3,539,109	Federal Home Loan Mortgage Corp. (3241-HC), 5%, due 11/15/36		3,532,688
	2,553,516	Federal Home Loan Mortgage Corp. (3315-S), 6.122%, due 05/15/37 (I/O) (I/F)		230,297
	511,916	Federal Home Loan Mortgage Corp. (3330-SB), 22.777%, due 06/15/37 (I/F) (TAC)		524,940
	1,115,998	Federal Home Loan Mortgage Corp. (3351-ZC), 5.5%, due 07/15/37		1,113,883
	1,078,497	Federal National Mortgage Association (01-14-SH), 10.798%, due 03/25/30 (I/F)		1,558,541
	262,072	Federal National Mortgage Association (03-62-MA), 3.5%, due 07/25/33		261,162
	862,795	Federal National Mortgage Association (05-54-VM), 4.5%, due 11/25/25		864,294
	1,500,000	Federal National Mortgage Association (05-63-HB), 5%, due 07/25/25		1,521,291
	5,015,000	Federal National Mortgage Association (05-87-CD), 5%, due 10/25/35		4,986,413
	2,589,077	Federal National Mortgage Association (06-119-JP), 4.5%, due 12/25/36 (PAC)		2,625,740
	1,405,972	Federal National Mortgage Association (07-27-ZM), 5.5%, due 04/25/37		1,442,585
	8,690,689	Federal National Mortgage Association (07-65-KI), 6.335%, due 07/25/37 (I/O) (I/F)		910,589
	4,793,716	Federal National Mortgage Association (08-12-SE), 6.115%, due 01/25/33 (I/O) (I/F)		352,820
	4,795,352	Federal National Mortgage Association (08-30-SA), 6.565%, due 04/25/38 (I/O) (I/F)		481,557
	6,635,494	Federal National Mortgage Association (08-62-SN), 5.915%, due 07/25/38 (I/O) (I/F)		589,787
	5,585,980	Federal National Mortgage Association (09-24-SA), 5.335%, due 04/25/39 (I/O) (I/F)		424,327

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	2,953,938	Federal National Mortgage Association (09-47-MT), 7%, due 07/25/39	$	3,165,769
	1,241,371	Government National Mortgage Association (05-25-Z), 5%, due 03/16/35		1,078,629
	4,416,453	Government National Mortgage Association (07-21-SE), 5.911%, due 04/20/37 (I/O) (I/F)		303,169
	6,271,163	Government National Mortgage Association (08-27-SI), 6.181%, due 03/20/38 (I/O) (I/F)		467,945
	17,152,951	Government National Mortgage Association (08-4-SA), 6.227%, due 01/20/38 (I/O) (I/F)		1,267,692
	6,780,785	Government National Mortgage Association (08-81-S), 5.911%, due 09/20/38 (I/O) (I/F)		515,074
	2,227,001	GSAA Home Equity Trust (07-9-A1A), 6%, due 10/25/37		1,342,812
	1,000,000	GSAA Home Equity Trust (06-15-AF3A), 5.883%, due 09/25/36		657,103
	2,396,251	GSR Mortgage Loan Trust (05-AR6-3A1), 4.559%, due 09/25/35		1,936,401
	2,376,893	GSR Mortgage Loan Trust (06-9F-4A1), 6.5%, due 10/25/36		1,509,917
	2,298,895	Indymac IMSC Mortgage Loan Trust (07-AR1-2A1), 6.071%, due 06/25/37		1,019,982
	2,514,574	Indymac Index Mortgage Loan Trust (07-AR7-2A1), 5.61%, due 06/25/37		1,207,355
	2,778,381	JP Morgan Alternative Loan Trust (06-S1-1A9), 5.75%, due 03/25/36		1,142,285
	3,553,045	JP Morgan Mortgage Trust (06-S2-1A4), 5.5%, due 07/25/36		1,997,743
	1,860,653	JP Morgan Mortgage Trust (06-S2-2A1), 5%, due 07/25/36		1,504,222
	2,703,000	JP Morgan Mortgage Trust (06-S4-A3), 6%, due 01/25/37		2,032,747
	859,863	JP Morgan Mortgage Trust (07-S3-1A64), 7.5%, due 08/25/37		609,159
	1,721,416	Lehman Mortgage Trust (05-1-6A1), 5%, due 11/25/20		1,443,300
	3,000,000	MASTR Alternative Loans Trust (06-3-1A3), 6.25%, due 07/25/36		1,965,227
	1,291,523	Morgan Stanley Mortgage Loan Trust (04-3-4A), 5.675%, due 04/25/34		1,083,981
	1,000,000	Morgan Stanley Mortgage Loan Trust (06-17XS-A3A), 5.651%, due 10/25/46		569,180
	2,307,218	Prime Mortgage Trust (06-DR1-2A1), (144A), 5.5%, due 05/25/35(1)		1,815,462
	1,112,346	Residential Accredit Loans, Inc. (06-QS8-A1), 6%, due 08/25/36		696,876
	2,417,091	Residential Asset Securitization Trust (07-A2-1A6), 6%, due 04/25/37		1,472,040
	896,464	Wells Fargo Alternative Loan Trust (07-PA3-2A1), 6%, due 07/25/37		554,193
	2,445,422	Wells Fargo Mortgage Backed Securities Trust (06-11-A8), 6%, due 09/25/36		1,868,563
	1,313,415	Wells Fargo Mortgage Backed Securities Trust (06-AR2-2A5), 5.072%, due 03/25/36		1,042,025
		Total Collateralized Mortgage Obligations (Cost: $97,267,810)		102,160,336
		Foreign Government Bonds & Notes (2.0%)
AUD	120,000	Australian Government Bond, 6%, due 02/15/17		103,112
EUR	145,000	Bonos Y Oblig Del Estado (Spain), 3.15%, due 01/31/16		207,125
EUR	298,000	Buoni Poliennali Del Tesoro (BTP) (Italy), 3.75%, due 08/01/16		434,848
CAD	275,000	Canadian Government Bond, 4.25%, due 06/01/18		272,733
DKK	525,000	Denmark Government Bond, 4%, due 11/15/17		104,668
EUR	315,000	Federal Republic of Germany, 3.5%, due 01/04/16		467,202
EUR	240,000	French Republic, 3.25%, due 04/25/16		347,525
USD	150,000	Hydro-Quebec (Canada), 6.3%, due 05/11/11		161,589
JPY	37,000,000	Japan Government Bond, 1.5%, due 09/20/18		397,712
EUR	120,000	Kingdom of the Netherlands, 4.5%, due 07/15/17		184,755
USD	200,000	Province of Manitoba (Canada), 4.9%, due 12/06/16		203,304

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
USD$	250,000	Province of Ontario (Canada), 4.1%, due 06/16/14	$	260,178
USD	50,000	Province of Ontario (Canada), 5.45%, due 04/27/16		54,120
USD	575,000	Republic of Poland, 6.25%, due 07/03/12		610,938
USD	275,000	State of Israel, 4.625%, due 06/15/13		290,901
GBP	100,000	Treasury GILT (Great Britain), 4%, due 09/07/16		173,548
USD	325,000	United Mexican States, 5.625%, due 01/15/17		334,750
		Total Foreign Government Bonds & Notes (Cost: $4,402,860)		4,609,008
		U.S. Government Agency Obligations (9.7%)
$	2,750,000	Federal Home Loan Mortgage Corp., 2.125%, due 03/23/12		2,781,045
	1,045,863	Federal Home Loan Mortgage Corp., Pool #1A1127, 6.507%, due 01/01/37		1,099,012
	269,618	Federal Home Loan Mortgage Corp., Pool #B15026, 5%, due 06/01/19		281,835
	122,079	Federal Home Loan Mortgage Corp., Pool #B15591, 5%, due 07/01/19		127,611
	238,593	Federal Home Loan Mortgage Corp., Pool #C90526, 5.5%, due 02/01/22		248,480
	7,100,000	Federal National Mortgage Association, 2.75%, due 03/13/14		7,138,362
	236,052	Federal National Mortgage Association, Pool #254634, 5.5%, due 02/01/23		245,789
	422,676	Federal National Mortgage Association, Pool #555114, 5.5%, due 12/01/17		446,583
	167,947	Federal National Mortgage Association, Pool #596686, 6.5%, due 11/01/31		181,656
	964,008	Federal National Mortgage Association, Pool #725275, 4%, due 02/01/19		987,205
	581,112	Federal National Mortgage Association, Pool #727575, 5%, due 06/01/33		594,553
	323,105	Federal National Mortgage Association, Pool #748751, 5.5%, due 10/01/33		336,271
	3,000,000	Federal National Mortgage Association, Pool #995963, 5%, due 08/01/47		3,043,505
	3,176,125	Federal National Mortgage Association, Pool #949750, 5.5%, due 09/01/37		3,270,813
	499,941	Government National Mortgage Association, Pool #608259, 4.5%, due 08/15/33		506,315
	1,493,714	Government National Mortgage Association, Pool #782114, 5%, due 09/15/36		1,535,818
		Total U.S. Government Agency Obligations (Cost: $22,442,049)		22,824,853
		U.S. Treasury Bonds (5.0%)
	3,000,000	U.S. Treasury Bond, 4.5%, due 02/15/36		3,091,875
	4,600,000	U.S. Treasury Bond, 5.25%, due 11/15/28		5,169,250
	1,000,000	U.S. Treasury Bond, 8.125%, due 08/15/19		1,370,625
	2,116,408	U.S. Treasury Inflation Indexed Bond, 2.5%, due 07/15/16		2,222,229
		Total U.S. Treasury Bonds (Cost: $12,431,239)		11,853,979
		U.S. Treasury Notes (11.1%)
	8,500,000	U.S. Treasury Note, 0.875%, due 04/30/11		8,484,063
	4,200,000	U.S. Treasury Note, 3.125%, due 09/30/13		4,358,812
	12,000,000	U.S. Treasury Note, 4.75%, due 08/15/17		13,209,375
		Total U.S. Treasury Notes (Cost: $26,280,770)		26,052,250
		Total Fixed Income Securities (Cost: $202,674,698) (90.0%)		211,078,138
Number of Shares		Equity Securities
	466	CMP Susquehanna Radio Holdings Corp., Preferred Stock (Media - Broadcasting & Publishing)		5

See accompanying notes to Schedule of Investments.

Number of Shares		Value
533	CNB Capital Trust I, Warrants, expire 03/23/19 (Thrifts & Mortgage Finance)	$	5
13	Preferred Blocker, Inc., (144A), Common Stock (Banking)(1)		6,045
	Total Equity Securities (Cost: $4,990) (0.0%)		6,055
Principal Amount	Short-Term Investments
11,048,682	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $11,280,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $11,269,848) (Total Amount to be Received Upon Repurchase $11,048,701)		11,048,682
	Total Short-Term Investments (Cost: $11,048,682) (4.7%)		11,048,682
	Total Investments (Cost: $213,878,370) (94.8%)		222,288,875
	Excess of Other Assets over Liabilities (5.2%)		12,147,427
	Net Assets (100.0%)	$	234,436,302

Notes to the Schedule of Investments:

AUD	-	Australian Dollar.
CAD	-	Canadian Dollar.
DKK	-	Danish Krone
EUR	-	Euro Currency.
GBP	-	British Pound.
JPY	-	Japanese Yen.
USD	-	United States Dollar.
I/F	-	Inverse Floating rate security whose interest rate moves in the opposite direction of prevailing interest rates.
I/O	-	Interest Only Security.
PAC	-	Planned Amortization Class.
REIT	-	Real Estate Investment Trust.
TAC	-	Target Amortization Class.
(1)		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2009, the value of these securities amounted to $8,604,317 or 3.7% of net assets. These securities are determined to be liquid by the Advisor, unless otherwise noted, under procedures established by and under the general supervision of the Fund’s Board of Directors.

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Core Fixed Income Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Aerospace & Defense	0.2	%
Apparel Retailers	0.0
Automotive	0.4
Banking	3.1
Beverages, Food & Tobacco	1.4
Building Materials	0.0
Chemicals	0.3
Coal	0.0
Commercial Services	0.4
Communications	0.1
Computer & Data Processing Services	0.1
Computer Integrated Systems Design	0.1
Computers & Information	0.2
Cosmetic & Personal Care	0.1
Data Processing & Preparation	0.0
Electric Utilities	1.7
Electrical Equipment	0.0
Electronics	0.3
Entertainment & Leisure	0.5
Financial Services	1.2
Food Retailers	0.1
Forest Products & Paper	0.4
Healthcare Providers	0.6
Heavy Machinery	0.1
Home Construction, Furnishings & Appliances	0.2
Industrial - Diversified	0.0
Insurance	0.7
Lodging	0.4
Media - Broadcasting & Publishing	0.6
Medical Supplies	0.3
Metals	0.4
Oil & Gas	1.6
Other	0.1
Pharmaceuticals	0.6
Private Mortgage-Backed Securities	24.5
Radio Telephone Communications	0.2
Real Estate	0.4
Restaurants	0.0
Retailers	0.7
Sovereign Government	2.0
Telephone Communications, exc. Radio	0.5
Telephone Systems	0.4
Transportation	0.3
U.S. Government Agency Obligations	28.8
U.S. Government Obligations	16.1
Short-Term Investments	4.7
Total	94.8	%

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Emerging Markets Income Fund

Schedule of Investments (Unaudited) July 31, 2009

Principal Amount		Fixed Income Securities	Value
		Australia (Cost: $847,175) (1.7% of Net Assets)
$	750,000	Rio Tinto Finance USA, Ltd., 9%, due 05/01/19	$	888,750
		Brazil (10.8%)
	1,350,000	Centrais Eletricas Brasileiras S.A., (144A), 6.875%, due 07/30/19(1)		1,384,847
	2,000,000	Globo Comunicacoes e Participacoes, S.A., 9.375%, due 04/20/49		1,972,000
	1,800,000	Net Servicos de Comunicacao S.A., (Reg. S), 9.25%, due 11/27/49		1,732,500
	450,000	Telemar Norte Leste S.A., (144A), 9.5%, due 04/23/19(1)		511,312
		Total Brazil (Cost: $5,284,324)		5,600,659
		Canada (1.9%)
	700,000	Teck Resources, Ltd., (144A), 9.75%, due 05/15/14(1)		777,000
	200,000	Teck Resources, Ltd., (144A), 10.25%, due 05/15/16(1)		226,500
		Total Canada (Cost: $869,053)		1,003,500
		Chile (Cost: $494,555) (1.0%)
	500,000	Celulosa Arauco y Constitucion S.A., (144A), 7.25%, due 07/29/19(1)		514,679
		China (Cost: $447,264) (0.8%)
	445,000	Galaxy Entertainment Finance Co., Ltd., (Reg. S), 6.218%, due 12/15/10		426,088
		Colombia (3.9%)
	600,000	Drummond Co., Inc., (Reg. S), 7.375%, due 02/15/16		492,000
	950,000	Ecopetrol S.A., (144A), 7.625%, due 07/23/19(1)		991,325
	500,000	Empresas Publicas de Medellin, (144A), 7.625%, due 07/29/19(1)		518,500
		Total Colombia (Cost: $1,924,069)		2,001,825
		Dominican Republic (2.6%)
	842,598	Dominican Republic Bond, 9.5%, due 09/27/11		844,704
	546,488	Dominican Republic Bond, (Reg. S), 9.04%, due 01/23/18		489,107
		Total Dominican Republic (Cost: $1,301,726)		1,333,811
		Egypt (Cost: $189,484) (0.4%)
	211,471	Petroleum Export, Ltd., (Reg. S), 5.265%, due 06/15/11		203,164
		El Salvador (5.6%)
	1,280,000	AES El Salvador Trust, (Reg. S), 6.75%, due 02/01/16		1,011,200
	1,000,000	Republic of El Salvador, (Reg. S), 7.75%, due 01/24/23		1,025,000
	400,000	Republic of El Salvador, (Reg. S), 8.25%, due 04/10/32		378,000

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		El Salvador (Continued)
$	580,000	Republic of El Salvador, (Reg. S), 7.65%, due 06/15/35	$	513,300
		Total El Salvador (Cost: $2,927,498)		2,927,500
		Hong Kong (3.8%)
	800,000	Bank of East Asia, Ltd., 1.129%, due 06/22/17		688,000
	400,000	Dah Sing Bank, Ltd., 1.071%, due 05/06/15		372,000
	1,054,000	Dah Sing Bank, Ltd., 1.4%, due 06/03/16		885,360
		Total Hong Kong (Cost: $1,825,202)		1,945,360
		India (Cost: $705,722) (1.4%)
	800,000	Vedanta Resources PLC, (Reg. S), 9.5%, due 07/18/18		744,000
		Indonesia (3.2%)
	1,255,000	Freeport-McMoRan Copper & Gold, Inc., 8.25%, due 04/01/15		1,327,163
	350,000	PGN Euro Finance, Ltd., 7.5%, due 09/10/13		353,955
		Total Indonesia (Cost: $1,607,954)		1,681,118
		Israel (Cost: $968,895) (1.9%)
	850,000	Israel Electric Corp., Ltd., (Reg. S), 9.375%, due 01/28/20		970,526
		Kazakhstan (6.2%)
	300,000	ATF Bank, (Reg. S), 9.25%, due 04/12/12		261,000
	700,000	Intergas Finance B.V., (Reg. S), 6.375%, due 05/14/17		551,250
	1,300,000	KazMunaiGaz Finance Sub B.V., (144A), 11.75%, due 01/23/15(1)		1,352,000
	200,000	KazMunaiGaz Finance Sub B.V., (Reg. S), 9.125%, due 07/02/18		184,000
	125,000	Temir Capital B.V./JSC Temirbank, (144A), 9.5%, due 05/21/14(1)		28,750
	864,500	Tengizchevroil Finance Co., (Reg. S), 6.124%, due 11/15/14		812,630
		Total Kazakhstan (Cost: $3,231,361)		3,189,630
		Luxembourg (2.0%)
	500,000	ArcelorMittal, 9%, due 02/15/15		556,080
	400,000	ArcelorMittal, 9.85%, due 06/01/19		459,867
		Total Luxembourg (Cost: $885,007)		1,015,947
		Mexico (12.9%)
	1,000,000	Axtel S.A.B. de C.V., 11%, due 12/15/13		1,017,500
	1,280,000	Banco Mercantil del Norte, (Reg. S), 6.135%, due 10/13/16		1,209,600

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		Mexico (Continued)
$	2,450,000	BBVA Bancomer S.A. de C.V., (Reg. S), 5.38%, due 07/22/15	$	2,290,750
	680,000	Cablemas S.A. de C.V., (Reg. S), 9.375%, due 11/15/15		731,000
	500,000	Grupo Televisa S.A., 6%, due 05/15/18		488,650
	640,000	Hipotecaria Su Casita S.A. de C.V., (Reg. S), 8.5%, due 10/04/16		492,800
	480,000	Maxcom Telecomunicaciones S.A.B. de C.V., Series B, 11%, due 12/15/14		427,200
		Total Mexico (Cost: $6,384,133)		6,657,500
		Poland (Cost: $498,931) (1.0%)
	500,000	Republic of Poland, 6.375%, due 07/15/19		531,250
		Qatar (3.1%)
	675,000	Qatar Government Bond, (144A), 6.55%, due 04/09/19(1)		715,500
	800,000	Qtel International Finance, Ltd., (144A), 7.875%, due 06/10/19(1)		872,000
		Total Qatar (Cost: $1,483,760)		1,587,500
		Russia (11.7%)
	480,000	Gaz Capital (Gazprom) S.A., (Reg. S), 6.51%, due 03/07/22		390,720
	1,910,000	Industry & Construction Bank (ICB), 6.2%, due 09/29/15		1,795,400
	1,600,000	Kuznetski Capital (Bank of Moscow), 7.5%, due 11/25/15		1,356,000
	1,325,000	RSHB Capital S.A. for OJSC Russian Agricultural Bank, 6.97%, due 09/21/16		1,238,875
	400,000	TNK-BP Finance S.A., (Reg. S), 6.125%, due 03/20/12		386,000
	250,000	VIP Finance Ireland, Ltd. for OJSC Vimpel Communications, (Reg. S), 9.125%, due 04/30/18		232,187
	700,000	VIP Finance Ireland, Ltd. for OJSC Vimpel Communications, (Reg. S), 8.375%, due 04/30/13		681,625
		Total Russia (Cost: $5,811,543)		6,080,807
		Singapore (1.5%)
	200,000	DBS Bank, Ltd., (Reg. S), 1.074%, due 05/16/17		178,250
	600,000	STATS ChipPAC, Ltd., (Reg. S), 6.75%, due 11/15/11		594,000
		Total Singapore (Cost: $733,554)		772,250
		South Africa (4.6%)
	1,200,000	Anglo American Capital PLC, (144A), 9.375%, due 04/08/14(1)		1,371,000
	1,000,000	Republic of South Africa, 5.875%, due 05/30/22		1,000,000
		Total South Africa (Cost: $2,183,025)		2,371,000

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		South Korea (1.8%)
$	450,000	Hanarotelecom, Inc., (Reg. S), 7%, due 02/01/12	$	460,125
	200,000	Woori Bank, (144A), 7%, due 02/02/15(1)		206,470
	300,000	Woori Bank, (Reg. S), 6.125%, due 05/03/16		280,500
		Total South Korea (Cost: $866,995)		947,095
		Switzerland (4.7%)
	1,250,000	Glencore Funding LLC, (144A), 6%, due 04/15/14(1)		1,143,750
	1,100,000	Xstrata Finance Canada, Ltd., (144A), 5.8%, due 11/15/16(1)		1,067,000
	220,000	Xstrata Finance Canada, Ltd., (Reg. S), 5.8%, due 11/15/16		213,400
		Total Switzerland (Cost: $2,262,593)		2,424,150
		Trinidad And Tobago (Cost: $196,075) (0.3%)
	200,000	Petroleum Company of Trinidad & Tobago, Ltd., 6%, due 05/08/22		171,000
		Tunisia (Cost: $523,725) (1.0%)
	500,000	Banque Centrale de Tunisie, 8.25%, due 09/19/27		540,000
		Turkey (2.3%)
	600,000	T2 Capital Finance Co., S.A., (144A), 6.95%, due 02/06/17(1)		561,000
	650,000	T2 Capital Finance Co., S.A., (Reg. S), 6.95%, due 02/06/17		607,750
		Total Turkey (Cost: $1,200,229)		1,168,750
		Ukraine (0.6%)
	350,000	Exim Bank Ukraine, 8.4%, due 02/09/16		227,500
	200,000	PrivatBank, 8.75%, due 02/09/16		108,000
		Total Ukraine (Cost: $530,563)		335,500
		United Arab Emirates (Cost: $1,800,000) (3.5%)
	1,800,000	Dolphin Energy, Ltd., (144A), 5.888%, due 06/15/19(1)		1,800,593
		Total Fixed Income Securities (Cost: $47,984,415) (96.2%)		49,833,952
		Short-Term Investments
	3,211,962	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $3,280,000 U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $3,277,048) (Total Amount to be Received Upon Repurchase $3,211,967)		3,211,962
		Total Short-Term Investments (Cost: $3,211,962) (6.2%)		3,211,962
		Total Investments (Cost: $51,196,377) (102.4%)		53,045,914
		Liabilities in Excess of Other Assets (-2.4%)		(1,259,059	)
		Total Net Assets (100.0%)	$	51,786,855

See accompanying notes to Schedule of Investments.

Notes to the Schedule of Investments:

Reg. S	-	Investments issued under Regulation S of the Securities Act of 1933, may not be offered, sold, or delivered within the United States except under special exemptions.
(1)		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2009, the value of these securities amounted to $14,042,226 or 27.1% of net assets. These securities are determined to be liquid by the Advisor, unless otherwise noted, under procedures established by and under the general supervision of the Fund’s Board of Directors.

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Emerging Markets Income Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Banking	24.1	%
Coal	1.0
Electric Utilities	5.6
Electronics	1.2
Forest Products & Paper	1.0
Media - Broadcasting & Publishing	2.4
Metals	12.2
Municipal Obligations	9.3
Oil & Gas	11.0
Sovereign Government	12.8
Telephone Systems	15.6
Short-Term Investments	6.2
Total	102.4	%

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW High Yield Bond Fund

Schedule of Investments (Unaudited) July 31, 2009

Principal Amount		Corporate Bonds	Value
		Apparel Retailers (0.4% of Net Assets)
$	500,000	Limited Brands, Inc., (144A), 8.5%, due 06/15/19(1)	$	497,500
		Automotive (1.6%)
	575,000	ArvinMeritor, Inc., 8.75%, due 03/01/12		481,562
	700,000	Goodyear Tire & Rubber Co., 10.5%, due 05/15/16		756,000
	740,000	Tenneco, Inc., 8.125%, due 11/15/15		675,250
		Total Automotive		1,912,812
		Banking (1.4%)
	1,250,000	Ford Motor Credit Co. LLC, 7%, due 10/01/13		1,125,000
	123,000	GMAC LLC, (144A), 6%, due 12/15/11(1)		111,930
	495,000	GMAC LLC, (144A), 6.875%, due 09/15/11(1)		462,825
		Total Banking		1,699,755
		Beverages, Food & Tobacco (1.2%)
	350,000	Dean Foods Co., 7%, due 06/01/16		331,625
	1,000,000	Smithfield Foods, Inc., 7.75%, due 07/01/17		747,500
	400,000	Smithfield Foods, Inc., (144A), 10%, due 07/15/14(1)		417,000
		Total Beverages, Food & Tobacco		1,496,125
		Building Materials (0.6%)
	1,050,000	Ply Gem Industries, Inc., 11.75%, due 06/15/13		782,250
		Chemicals (1.5%)
	1,550,000	Ineos Group Holdings PLC (United Kingdom), (144A), 8.5%, due 02/15/16(1)		713,000
	850,000	MacDermid, Inc., (144A), 9.5%, due 04/15/17(1)		654,500
	200,000	Rockwood Specialties Group, Inc., 7.5%, due 11/15/14		191,000
	200,000	Tronox Worldwide LLC/Tronox Finance Corp., 9.5%, due 12/01/12		35,000
	275,000	Westlake Chemical Corp., 6.625%, due 01/15/16		251,625
		Total Chemicals		1,845,125
		Coal (0.2%)
	225,000	Massey Energy Co., 6.875%, due 12/15/13		216,563
		Commercial Services (3.4%)
	350,000	Aramark Services, Inc., 8.5%, due 02/01/15		353,500
	1,490,000	Ashtead Capital, Inc., (144A), 9%, due 08/15/16(1)		1,288,850
	1,250,000	Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 7.75%, due 05/15/16		931,250
	350,000	Casella Waste Systems, Inc., 9.75%, due 02/01/13		304,500
	200,000	Casella Waste Systems, Inc., (144A), 11%, due 07/15/14(1)		207,000

See accompanying notes to Schedule of Investments.

Principal Amount		Corporate Bonds	Value
		Commercial Services (Continued)
$	300,000	Education Management LLC, 8.75%, due 06/01/14	$	301,500
	100,000	Iron Mountain, Inc., 8%, due 06/15/20		97,750
	700,000	Universal Hospital Services, Inc., 8.5%, due 06/01/15		684,250
		Total Commercial Services		4,168,600
		Communications (1.4%)
	315,000	Aeroflex, Inc., 11.75%, due 02/15/15		255,150
	375,000	DigitalGlobe, Inc., (144A), 10.5%, due 05/01/14(1)		392,813
	475,000	Hughes Network Systems LLC, (144A), 9.5%, due 04/15/14(1)		467,875
	175,000	Intelsat Subsidiary Holding Co., Ltd., 8.5%, due 01/15/13		176,750
	425,000	Intelsat Subsidiary Holding Co., Ltd., (144A), 8.875%, due 01/15/15(1)		429,250
		Total Communications		1,721,838
		Computer & Data Processing Services (0.4%)
	500,000	Seagate Technology International, (144A), 10%, due 05/01/14(1)		545,000
		Computer Integrated Systems Design (0.9%)
	1,250,000	Unisys Corp., 8%, due 10/15/12		1,037,500
		Computers & Information (0.9%)
	1,125,000	Jabil Circuit, Inc., 8.25%, due 03/15/18		1,099,688
		Data Processing & Preparation (1.0%)
	1,475,000	First Data Corp., 9.875%, due 09/24/15		1,242,688
		Electric Utilities (8.9%)
	525,000	AES Corp., 7.75%, due 03/01/14		520,406
	200,000	AES Corp., 8%, due 10/15/17		196,000
	1,250,000	Dynegy Holdings, Inc., 8.375%, due 05/01/16		1,093,750
	2,375,000	Edison Mission Energy, 7%, due 05/15/17		1,888,125
	500,000	Edison Mission Energy, 7.5%, due 06/15/13		455,000
	650,000	InterGen NV (Netherlands), (144A), 9%, due 06/30/17(1)		633,750
	250,000	Mirant North America LLC, 7.375%, due 12/31/13		246,875
	2,000,000	NRG Energy, Inc., 7.375%, due 02/01/16		1,935,000
	327,000	PNM Resources, Inc., 9.25%, due 05/15/15		315,555
	775,000	Public Service Co. of New Mexico, 7.95%, due 05/15/18		760,487
	1,850,000	RRI Energy, Inc., 7.625%, due 06/15/14		1,711,250
	1,250,000	Texas Competitive Electric Holdings Co. LLC, 10.25%, due 11/01/15		971,875
		Total Electric Utilities		10,728,073

See accompanying notes to Schedule of Investments.

Principal Amount		Corporate Bonds	Value
		Electrical Equipment (0.3%)
$	375,000	Baldor Electric Co., 8.625%, due 02/15/17	$	375,000
		Electronics (1.0%)
	250,000	Celestica, Inc. (Canada), 7.625%, due 07/01/13		250,625
	100,000	Freescale Semiconductor, Inc., 8.875%, due 12/15/14		66,500
	150,000	NXP BV/NXP Funding LLC (Netherlands), 7.875%, due 10/15/14		105,000
	900,000	Sanmina-SCI Corp., 8.125%, due 03/01/16		792,000
		Total Electronics		1,214,125
		Entertainment & Leisure (3.1%)
	480,000	Jacobs Entertainment, Inc., 9.75%, due 06/15/14		412,800
	1,275,000	Mashantucket Western Pequot Tribe, (144A), 8.5%, due 11/15/15(1)		637,500
	725,000	Shingle Springs Tribal Gaming Authority, (144A), 9.375%, due 06/15/15(1)		503,875
	1,520,000	Steinway Musical Instruments, Inc., (144A), 7%, due 03/01/14(1)		1,197,000
	725,000	WMG Acquisition Corp., (144A), 9.5%, due 06/15/16(1)		772,125
	250,000	Xerox Corp., 6.4%, due 03/15/16		245,361
		Total Entertainment & Leisure		3,768,661
		Financial Services (3.2%)
	500,000	American Real Estate Partners, LP/American Real Estate Finance Corp., 8.125%, due 06/01/12		475,000
	1,430,000	Hawker Beechcraft Acquisition Co., 8.5%, due 04/01/15		829,400
	1,050,000	Hughes Network Systems LLC/HNS Finance Corp., 9.5%, due 04/15/14		1,055,250
	500,000	Nuveen Investments, Inc., 5.5%, due 09/15/15		277,500
	1,690,000	Nuveen Investments, Inc., (144A), 10.5%, due 11/15/15(1)		1,208,350
		Total Financial Services		3,845,500
		Forest Products & Paper (4.6%)
	425,000	Abitibi-Consolidated, Inc. (Canada), 7.75%, due 06/15/11		42,500
	1,000,000	Berry Plastics Corp., 4.504%, due 09/15/14		725,000
	2,650,000	Catalyst Paper Corp. (Canada), 7.375%, due 03/01/14		1,073,250
	300,000	Georgia-Pacific Corp., (144A), 7.125%, due 01/15/17(1)		289,500
	350,000	Georgia-Pacific Corp., 9.5%, due 12/01/11		367,500
	1,025,000	Graphic Packaging International Corp., 9.5%, due 08/15/13		1,025,000
	755,000	Neenah Paper, Inc., 7.375%, due 11/15/14		528,500
	475,000	Plastipak Holdings, Inc., (144A), 8.5%, due 12/15/15(1)		442,937
	1,925,000	Verso Paper Holdings LLC, 9.125%, due 08/01/14		1,039,500
		Total Forest Products & Paper		5,533,687

See accompanying notes to Schedule of Investments.

Principal Amount		Corporate Bonds	Value
		Healthcare Providers (4.9%)
$	1,100,000	Community Health Systems, Inc., 8.875%, due 07/15/15	$	1,135,750
	1,475,000	HCA, Inc., 9.25%, due 11/15/16		1,537,687
	1,250,000	Psychiatric Solutions, Inc., 7.75%, due 07/15/15		1,184,375
	750,000	Tenet Healthcare Corp., (144A), 8.875%, due 07/01/19(1)		795,000
	450,000	United Surgical Partners International, Inc., 8.875%, due 05/01/17		419,625
	775,000	US Oncology, Inc., (144A), 9.125%, due 08/15/17(1)		800,188
		Total Healthcare Providers		5,872,625
		Home Construction, Furnishings & Appliances (3.0%)
	650,000	Beazer Homes USA, Inc., 6.875%, due 07/15/15		357,500
	1,000,000	K Hovnanian Enterprises, Inc., 11.5%, due 05/01/13		925,000
	1,000,000	KB Home, 7.25%, due 06/15/18		900,000
	225,000	Pulte Homes, Inc., 5.25%, due 01/15/14		208,125
	400,000	Standard Pacific Corp., 7%, due 08/15/15		304,000
	430,000	Toll Brothers Finance Corp., 8.91%, due 10/15/17		459,744
	1,265,000	William Lyon Homes, Inc., 10.75%, due 04/01/13		468,050
		Total Home Construction, Furnishings & Appliances		3,622,419
		Industrial - Diversified (0.2%)
	350,000	Harland Clarke Holdings, Inc., 9.5%, due 05/15/15		280,875
		Insurance (0.3%)
	425,000	Leucadia National Corp., 7%, due 08/15/13		408,000
		Lodging (4.0%)
	1,425,000	Harrah’s Operating Co., Inc., (144A), 10%, due 12/15/18(1)		1,004,625
	750,000	MGM Mirage, Inc., 8.5%, due 09/15/10		707,813
	200,000	MGM Mirage, Inc., (144A), 10.375%, due 05/15/14(1)		214,750
	275,000	MGM Mirage, Inc., (144A), 11.125%, due 11/15/17(1)		302,500
	250,000	MGM Mirage, Inc., (144A), 13%, due 11/15/13(1)		281,875
	550,000	MTR Gaming Group, Inc., 9%, due 06/01/12		404,250
	750,000	MTR Gaming Group, Inc., (144A), 12.625%, due 07/15/14(1)		731,250
	675,000	Sheraton Holding Corp., 7.375%, due 11/15/15		640,406
	550,000	Starwood Hotels & Resort, 7.875%, due 10/15/14		544,569
		Total Lodging		4,832,038
		Media - Broadcasting & Publishing (3.6%)
	500,000	Block Communications, Inc., (144A), 8.25%, due 12/15/15(1)		450,000
	34,000	CMP Susquehanna Corp., (144A), 1%, due 05/15/14(1)		17,893
	500,000	CSC Holdings, Inc., 7.625%, due 04/01/11		507,500

See accompanying notes to Schedule of Investments.

Principal Amount		Corporate Bonds	Value
		Media - Broadcasting & Publishing (Continued)
$	400,000	CSC Holdings, Inc., (144A), 8.5%, due 04/15/14(1)	$	412,000
	200,000	Echostar DBS Corp., 7%, due 10/01/13		197,500
	1,075,000	Mediacom Broadband LLC, 8.5%, due 10/15/15		1,023,937
	500,000	Mediacom LLC/Mediacom Capital Corp., 9.5%, due 01/15/13		497,500
	275,000	Univision Communications, Inc., (144A), 9.75%, due 03/15/15(1)		181,500
	950,000	Univision Communications, Inc., (144A), 12%, due 07/01/14(1)		1,011,750
		Total Media - Broadcasting & Publishing		4,299,580
		Medical Supplies (2.4%)
	450,000	Bausch & Lomb, Inc., (144A), 9.875%, due 11/01/15(1)		450,000
	1,050,000	Biomet, Inc., 10.375%, due 10/15/17		1,120,875
	750,000	DJO Finance LLC/DJO Finance Corp., 10.875%, due 11/15/14		708,750
	575,000	Inverness Medical Innovations, Inc., 9%, due 05/15/16		575,000
		Total Medical Supplies		2,854,625
		Metals (4.8%)
	500,000	Alcoa, Inc., 5.72%, due 02/23/19		436,932
	900,000	ArcelorMittal, 6.125%, due 06/01/18		865,795
	250,000	Belden, Inc., 7%, due 03/15/17		220,000
	675,000	Freeport-McMoRan Copper & Gold, Inc., 8.375%, due 04/01/17		715,500
	825,000	Mobile Services Group, Inc., 9.75%, due 08/01/14		802,313
	500,000	Novelis, Inc. (Canada), 7.25%, due 02/15/15		410,000
	1,300,000	Steel Dynamics, Inc., 6.75%, due 04/01/15		1,231,750
	575,000	Teck Resources, Ltd., (144A), 10.25%, due 05/15/16(1)		651,188
	500,000	US Steel Corp., 7%, due 02/01/18		476,875
		Total Metals		5,810,353
		Oil & Gas (12.5%)
	425,000	Basic Energy Services, Inc., 7.125%, due 04/15/16		301,750
	200,000	Basic Energy Services, Inc., (144A), 11.625%, due 08/01/14(1)		199,500
	1,650,000	Chesapeake Energy Corp., 7%, due 08/15/14		1,600,500
	400,000	Denbury Resources, Inc., 7.5%, due 12/15/15		394,000
	450,000	Denbury Resources, Inc., 9.75%, due 03/01/16		480,375
	675,000	El Paso Corp., 7.875%, due 06/15/12		688,500
	250,000	Encore Acquisition Co., 9.5%, due 05/01/16		256,875
	750,000	Forest Oil Corp., 7.25%, due 06/15/19		712,500
	500,000	Forest Oil Corp., (144A), 8.5%, due 02/15/14(1)		506,250
	1,100,000	Mariner Energy, Inc., 11.75%, due 06/30/16		1,155,000
	350,000	Newfield Exploration Co., 7.125%, due 05/15/18		338,625
	1,525,000	OPTI Canada, Inc. (Canada), 8.25%, due 12/15/14		1,006,500

See accompanying notes to Schedule of Investments.

Principal Amount		Corporate Bonds	Value
		Oil & Gas (Continued)
$	300,000	PetroHawk Energy Corp., 9.125%, due 07/15/13	$	312,750
	730,000	PetroHawk Energy Corp., (144A), 10.5%, due 08/01/14(1)		782,925
	1,050,000	Plains Exploration & Production Co., 7.625%, due 06/01/18		1,023,750
	1,900,000	Quicksilver Resources, Inc., 7.125%, due 04/01/16		1,596,000
	1,270,000	Regency Energy Partners, LP, 8.375%, due 12/15/13		1,276,350
	1,675,000	SandRidge Energy, Inc., (144A), 8%, due 06/01/18(1)		1,532,625
	175,000	Whiting Petroleum Corp., 7%, due 02/01/14		171,500
	750,000	Whiting Petroleum Corp., 7.25%, due 05/01/13		750,000
		Total Oil & Gas		15,086,275
		Other (0.4%)
	500,000	NYC Industrial Development Agency, (144A), 11%, due 03/01/29(1)		520,000
		Pharmaceuticals (0.1%)
	100,000	Axcan Intermediate Holdings, Inc., 9.25%, due 03/01/15		103,000
		Radio Telephone Communications (0.7%)
	1,000,000	Nextel Communications, Inc., 7.375%, due 08/01/15		895,000
		Real Estate (1.2%)
	1,250,000	Felcor Lodging, LP (REIT), 3.135%, due 12/01/11		1,031,250
	400,000	Host Marriott, LP (REIT), 7.125%, due 11/01/13		388,000
		Total Real Estate		1,419,250
		Restaurants (0.4%)
	575,000	Real Mex Restaurants, Inc., (144A), 14%, due 01/01/13(1)		520,375
		Retailers (3.4%)
	275,000	Dollarama Group, LP (Canada), 8.875%, due 08/15/12		270,187
	500,000	Harry & David Holdings, Inc., 5.668%, due 03/01/12		222,500
	1,250,000	Harry & David Holdings, Inc., 9%, due 03/01/13		593,750
	1,225,000	Macy’s Retail Holdings, Inc., 5.9%, due 12/01/16		1,102,500
	500,000	Neiman Marcus Group, Inc., 10.375%, due 10/15/15		355,000
	850,000	Rite Aid Corp., (144A), 9.75%, due 06/12/16(1)		896,750
	600,000	Toys R Us Property Co. I LLC, (144A), 10.75%, due 07/15/17(1)		621,000
		Total Retailers		4,061,687
		Telephone Communications, exc. Radio (4.6%)
	1,400,000	Broadview Networks Holdings, Inc., 11.375%, due 09/01/12		1,148,000
	575,000	Cincinnati Bell, Inc., 8.375%, due 01/15/14		567,812
	1,000,000	Citizens Communications Co., 9%, due 08/15/31		925,000
	400,000	Frontier Communications Corp., 8.25%, due 05/01/14		405,000
	375,000	Qwest Capital Funding, Inc., 7.25%, due 02/15/11		370,313
	150,000	Qwest Communications International, Inc., 7.5%, due 02/15/14		147,000

See accompanying notes to Schedule of Investments.

Principal Amount		Corporate Bonds	Value
		Telephone Communications, exc. Radio (Continued)
$	1,275,000	Qwest Corp., 7.625%, due 06/15/15	$	1,268,625
	200,000	Qwest Corp., 8.875%, due 03/15/12		207,500
	500,000	Qwest Corp., (144A), 8.375%, due 05/01/16(1)		513,750
		Total Telephone Communications, exc. Radio		5,553,000
		Telephone Systems (1.6%)
	350,000	Level 3 Financing, Inc., 9.25%, due 11/01/14		306,250
	1,000,000	Sprint Capital Corp., 8.75%, due 03/15/32		865,000
	750,000	Windstream Corp., 8.625%, due 08/01/16		763,125
		Total Telephone Systems		1,934,375
		Transportation (0.5%)
	600,000	Royal Caribbean Cruises, 11.875%, due 07/15/15		614,889
		Total Corporate Bonds (Cost: $99,221,309) (84.6%)		102,418,856
Number of Shares		Equity Securities
	3,750	Chesapeake Energy Corp., Common Stock (Oil & Gas)		80,400
	40,000	Cincinnati Bell, Inc., Common Stock (Telephone Communications, exc. Radio) (2)		125,200
	7,929	CMP Susquehanna Radio Holdings Corp., Preferred Stock (Media - Broadcasting & Publishing) (1)		79
	9,061	CNB Capital Trust I, Warrants, expire 03/23/19 (Thrifts & Mortgage Finance) (1)		91
	3,250	CNH Global NV (Netherlands), Common Stock (Heavy Machinery) (2)		57,102
	2,500	Community Health Systems, Inc., Common Stock (Healthcare Providers) (2)		70,800
	4,150	GT Group Telecom, Inc., (144A), Warrants, expire 02/10/10 (Telephone Communications, exc. Radio) (1)		—
	49,000	Level 3 Communications, Inc., Common Stock (Telephone Communications, exc. Radio) (2)		60,270
	131	Preferred Blocker, Inc., (144A), Common Stock (Banking) (1)		60,915
	5,500	Rogers Communications, Inc. - Class B, Common Stock (Radio Telephone Communications)		153,120
		Total Equity Securities (Cost: $1,221,082) (0.5%)		607,977

See accompanying notes to Schedule of Investments.

Principal Amount	Short-Term Investments (6.2%)	Value
7,461,998	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $7,620,000, U.S. Treasury Bill, 0.23%, due 12/24/09 valued at $7,613,142) (Total Amount to be Received Upon Repurchase $7,462,010)	$	7,461,998
	Total Short-Term Investments (Cost: $7,461,998) (6.2%)		7,461,998
	Total Investments (Cost: $107,904,389) (91.3%)		110,488,831
	Excess of Other Assets over Liabilities (8.7%)		10,540,287
	Net Assets (100.0%)	$	121,029,118

Notes to the Schedule of Investments:

REIT	-	Real Estate Investment Trust.
(1)		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2009, the value of these securities amounted to $25,331,359 or 20.9% of net assets. These securities are determined to be liquid by the Advisor, unless otherwise noted, under procedures established by and under the general supervision of the Fund’s Board of Directors.
(2)		Non-income producing security.

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW High Yield Bond Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Apparel Retailers	0.4	%
Automotive	1.6
Banking	1.5
Beverages, Food & Tobacco	1.2
Building Materials	0.6
Chemicals	1.5
Coal	0.2
Commercial Services	3.4
Communications	1.4
Computer & Data Processing Services	0.4
Computer Integrated Systems Design	0.9
Computers & Information	0.9
Data Processing & Preparation	1.0
Electric Utilities	8.9
Electrical Equipment	0.3
Electronics	1.0
Entertainment & Leisure	3.1
Financial Services	3.2
Forest Products & Paper	4.6
Healthcare Providers	5.0
Heavy Machinery	0.0
Home Construction, Furnishings & Appliances	3.0
Industrial - Diversified	0.2
Insurance	0.3
Lodging	4.0
Media - Broadcasting & Publishing	3.6
Medical Supplies	2.4
Metals	4.8
Oil & Gas	12.6
Other	0.4
Pharmaceuticals	0.1
Radio Telephone Communications	0.8
Real Estate	1.2
Restaurants	0.4
Retailers	3.4
Telephone Communications, exc. Radio	4.7
Telephone Systems	1.6
Transportation	0.5
Short-Term Investments	6.2
Total	91.3	%

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Short Term Bond Fund

Schedule of Investments (Unaudited) July 31, 2009

Principal Amount		Fixed Income Securities	Value
		Collateralized Mortgage Obligations (56.0% of Net Assets)
$	826,618	Citigroup Mortgage Loan Trust, Inc. (04-UST1-A1), 3.572%, due 08/25/34	$	727,085
	1,944,656	Citigroup Mortgage Loan Trust, Inc. (05-8-2A5), 5.5%, due 09/25/35		1,419,606
	3,372,056	Countrywide Alternative Loan Trust (05-76-1A1), 2.69%, due 01/25/36		1,590,734
	893,400	Countrywide Home Loan Mortgage Pass Through Trust (04-HYB2-2A), 3.813%, due 07/20/34		669,818
	2,383,494	Countrywide Home Loan Mortgage Pass Through Trust (06-9-A1), 6%, due 05/25/36 (PAC)		1,809,778
	389,924	Credit Suisse First Boston Mortgage Securities Corp. (02-AR31-6A1), 4.224%, due 11/25/32		325,835
	2,065,837	Deutsche ALT-A Securities, Inc. Alternate Loan Trust (05-6-1A3), 5.5%, due 12/25/35		1,465,592
	20,181	Federal Home Loan Mortgage Corp. (2432-FH), 0.988%, due 03/15/32		20,069
	176,260	Federal Home Loan Mortgage Corp. (2585-FD), 0.788%, due 12/15/32		175,510
	1,350,266	Federal Home Loan Mortgage Corp. (2649-PF), 0.688%, due 06/15/33 (PAC)		1,340,067
	609,570	Federal Home Loan Mortgage Corp. (2957-KA), 5%, due 10/15/24 (PAC)		615,002
	2,299,504	Federal Home Loan Mortgage Corp. (3170-FM), 0.638%, due 09/15/33 (TAC)		2,290,514
	1,913,609	Federal Home Loan Mortgage Corp. Strip (237-F22), 0.638%, due 05/15/36		1,849,201
	1,912,330	Federal Home Loan Mortgage Corp. Strip (244-F14), 0.688%, due 12/15/36		1,863,400
	2,288,757	Federal National Mortgage Association (03-64-FN), 0.735%, due 07/25/33		2,252,710
	1,901,650	Federal National Mortgage Association (06-30-KF), 0.725%, due 05/25/36		1,865,055
	708,265	Federal National Mortgage Association (06-74-GF), 0.785%, due 08/25/36 (TAC)		706,390
	3,516,902	Federal National Mortgage Association (08-88-FA), 1.505%, due 10/25/38		3,539,536
	789,450	GMAC Mortgage Corp. Loan Trust (04-J2-A2), 0.785%, due 06/25/34		729,463
	166,819	GMAC Mortgage Corp. Loan Trust (04-JR1-A6), 0.735%, due 12/25/33		132,941
	2,394,754	GMAC Mortgage Corp. Loan Trust (06-AR2-1A1), 4.98%, due 05/01/36		1,585,337
	1,335,702	Greenpoint Mortgage Funding Trust (05-AR4-3A1), 2.61%, due 10/25/45		577,416
	3,353,513	Greenpoint Mortgage Funding Trust (06-AR2-4A1), 3.21%, due 03/25/36		1,475,931
	1,047,021	Harborview Mortgage Loan Trust (05-4-2A), 4.608%, due 07/19/35		763,068
	1,443,322	JP Morgan Alternative Loan Trust (06-A4-A1), 5.95%, due 09/25/36		1,356,723
	1,957,918	Morgan Stanley Mortgage Loan Trust (07-3XS-1A2A), 5.623%, due 01/25/47		1,505,957
	100,812	Residential Accredit Loans, Inc. (02-QS16-A2), 0.835%, due 10/25/17		96,668
	1,457,106	Residential Accredit Loans, Inc. (05-QS12-A7), 5.5%, due 08/25/35		1,213,008
	2,224,691	Residential Accredit Loans, Inc. (06-QS8-A1), 6%, due 08/25/36		1,393,753
	1,114,118	Residential Accredit Loans, Inc. (07-QS1-1A1), 6%, due 01/25/37		641,768
	3,498,890	Residential Funding Mortgage Securities I, Inc. (05-SA5-1A), 4.976%, due 11/25/35		2,293,239
	3,435,378	Washington Mutual Alternative Mortgage Pass-Through Certificates (06-1-3A2), 5.75%, due 02/25/36		2,435,382
	1,173,974	Washington Mutual MSC Mortgage Pass-Through Certificates (02-MS3-2A3), 6%, due 05/25/17		1,139,084
	39,796	Washington Mutual MSC Mortgage Pass-Through Certificates (03-MS4-2A4), 0.735%, due 03/25/33 (PAC)		35,288
		Total Collateralized Mortgage Obligations (Cost: $52,810,607)		41,900,928

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
		U.S. Government Agency Obligations (34.7%)
$	52,193	Federal Home Loan Mortgage Corp., Pool #1B1010, 4.993%, due 08/01/33	$	53,775
	319,842	Federal Home Loan Mortgage Corp., Pool #310005, 7.439%, due 11/01/19		321,590
	99,503	Federal Home Loan Mortgage Corp., Pool #610967, 4.005%, due 04/01/28		102,427
	281,406	Federal Home Loan Mortgage Corp., Pool #780721, 4.674%, due 08/01/33		289,162
	80,060	Federal Home Loan Mortgage Corp., Pool #780833, 4.783%, due 09/01/33		80,291
	628,732	Federal Home Loan Mortgage Corp., Pool #781122, 4.564%, due 12/01/33		649,801
	47,052	Federal Home Loan Mortgage Corp., Pool #789924, 4.804%, due 11/01/32		48,063
	1,278,973	Federal Home Loan Mortgage Corp., Pool #847342, 4.098%, due 05/01/34		1,320,797
	1,504,198	Federal Home Loan Mortgage Corp., Pool #G13299, 6%, due 07/01/23		1,596,330
	2,885,742	Federal National Mortgage Association, Pool #254510, 5%, due 11/01/17		3,034,866
	977,730	Federal National Mortgage Association, Pool #462360, 6.15%, due 08/01/36		1,029,129
	128,180	Federal National Mortgage Association, Pool #600187, 7%, due 07/01/31		140,397
	15,067	Federal National Mortgage Association, Pool #661691, 4.906%, due 10/01/32		15,289
	276,120	Federal National Mortgage Association, Pool #711014, 5.211%, due 10/01/33		284,938
	108,700	Federal National Mortgage Association, Pool #725886, 4.109%, due 05/01/34		112,145
	502,534	Federal National Mortgage Association, Pool #735084, 4.72%, due 02/01/34		522,197
	162,465	Federal National Mortgage Association, Pool #735524, 4.261%, due 02/01/35		168,408
	556,426	Federal National Mortgage Association, Pool #735542, 4.421%, due 11/01/34		576,543
	767,030	Federal National Mortgage Association, Pool #770222, 3.694%, due 04/01/34		794,046
	55,116	Federal National Mortgage Association, Pool #786884, 5.31%, due 08/01/34		55,698
	663,049	Federal National Mortgage Association, Pool #793031, 2.991%, due 07/01/34		678,521
	567,141	Federal National Mortgage Association, Pool #804017, 4.095%, due 12/01/34		582,566
	510,835	Federal National Mortgage Association, Pool #821159, 2.865%, due 05/01/35		524,973
	1,546,005	Federal National Mortgage Association, Pool #821542, 3.602%, due 05/01/35		1,585,509
	349,210	Federal National Mortgage Association, Pool #821915, 2.927%, due 06/01/35		357,659
	388,230	Federal National Mortgage Association, Pool #822073, 2.782%, due 07/01/35		395,178
	259,934	Federal National Mortgage Association, Pool #826239, 2.864%, due 07/01/35		266,308
	142,831	Federal National Mortgage Association, Pool #830581, 3.273%, due 05/01/35		143,995
	345,668	Federal National Mortgage Association, Pool #832721, 4.526%, due 09/01/35		350,171
	467,560	Federal National Mortgage Association, Pool #841970, 3.68%, due 10/01/33		477,635
	1,033,833	Federal National Mortgage Association, Pool #851282, 2.998%, due 11/01/35		1,041,663
	2,920,801	Federal National Mortgage Association, Pool #957443, 5.118%, due 06/01/17		3,042,698
	2,077,972	Federal National Mortgage Association, Pool #957878, 4.05%, due 04/01/16		2,097,376
	1,268,534	Federal National Mortgage Association, Pool #995425, 6%, due 01/01/24		1,347,659
	195,792	Government National Mortgage Association, Pool #781714, 6.5%, due 12/15/17		209,473
	56,396	Government National Mortgage Association II, Pool #80022, 4.125%, due 12/20/26		57,421
	437,579	Government National Mortgage Association II, Pool #80546, 4%, due 10/20/31		443,233
	55,898	Government National Mortgage Association II, Pool #80636, 4.625%, due 09/20/32		56,628
	279,932	Government National Mortgage Association II, Pool #80734, 4.625%, due 09/20/33		283,467
	8,885	Government National Mortgage Association II, Pool #80747, 4.125%, due 10/20/33		8,992
	38,875	Government National Mortgage Association II, Pool #80757, 4.625%, due 10/20/33		39,331
	110,028	Government National Mortgage Association II, Pool #80764, 4.125%, due 11/20/33		111,355

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	111,431	Government National Mortgage Association II, Pool #80766, 4.125%, due 11/20/33	$	112,778
	310,528	Government National Mortgage Association II, Pool #80797, 4%, due 01/20/34		314,836
	116,643	Government National Mortgage Association II, Pool #80869, 4.5%, due 04/20/34		119,424
	113,974	Government National Mortgage Association II, Pool #80937, 4.5%, due 06/20/34		116,880
		Total U.S. Government Agency Obligations (Cost: $25,527,225)		25,961,621
		Total Fixed Income Securities (Cost: $78,337,832) (90.7%)		67,862,549
		Short-Term Investments
	850,000	Federal Home Loan Bank Discount Note, 0.13%, due 08/14/09		849,960
	850,000	Federal Home Loan Bank Discount Note, 0.15%, due 08/10/09		849,968
	600,000	Federal Home Loan Bank Discount Note, 0.17%, due 08/10/09		599,975
	3,500,000	Federal Home Loan Bank Discount Note, 0.17%, due 08/14/09		3,499,785
	850,000	Federal Home Loan Mortgage Corp. Discount Note, 0.12%, due 08/10/09		849,975
	59,960	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $65,000, U.S. Treasury Bill, 0.23%, due 12/24/09, valued at $64,942) (Total Amount to be Received Upon Repurchase $59,960)		59,960
		Total Short-Term Investments (Cost: $6,709,623) (9.0%)		6,709,623
		Total Investments (Cost: $85,047,455) (99.7%)		74,572,172
		Excess of Other Assets over Liabilities (0.3%)		221,799
		Net Assets (100.0%)	$	74,793,971

Notes to the Schedule of Investments:

PAC	-	Planned Amortization Class.
TAC	-	Target Amortization Class.

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Short Term Bond Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Private Mortgage-Backed Securities	34.0	%
U.S. Government Agency Obligations	56.7
Short-Term Investments	9.0
Total	99.7	%

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Total Return Bond Fund

Schedule of Investments (Unaudited) July 31, 2009

Principal Amount		Fixed Income Securities	Value
		Collateralized Mortgage Obligations (70.0% of Net Assets)
$	16,360,626	ABN Amro Mortgage Corp. (03-9-A1), 4.5%, due 08/25/18	$	16,020,038
	9,006,445	Adjustable Rate Mortgage Trust (04-5-3A1), 4.948%, due 04/25/35		7,673,463
	18,308,543	Adjustable Rate Mortgage Trust (05-12-2A1), 5.648%, due 03/25/36		11,520,921
	71,164,000	Adjustable Rate Mortgage Trust (06-2-1A4), 5.743%, due 05/25/36		46,252,871
	96,816,543	Adjustable Rate Mortgage Trust (07-3-2A1), (144A), 6.851%, due 11/25/37(1)		57,315,393
	13,666,412	American Home Mortgage Assets (05-2-2A1A), 5.243%, due 01/25/36		7,387,875
	20,031,239	Banc of America Alternative Loan Trust (06-9-1CB1), 6%, due 01/25/37		13,779,315
	10,898,648	Banc of America Funding Corp. (06-7-1A4), 6%, due 09/25/36 (TAC)		8,723,772
	30,540,408	Banc of America Funding Corp. (07-6-A2), 0.565%, due 07/25/37(2)		17,592,613
	19,342,865	Banc of America Funding Corp. (07-7-1A1), 6%, due 08/25/37		12,866,572
	33,225,264	Banc of America Mortgage Securities, Inc. (05-K-2A1), 5.094%, due 12/25/35		25,942,047
	24,652,609	BCAP LLC Trust (07-AA4-11A1), 6.15%, due 06/25/47		12,676,845
	3,616,228	Bear Stearns Adjustable Rate Mortgage Trust (04-12-1A1), 5.321%, due 02/25/35		2,151,314
	15,771,226	Bear Stearns Alt-A Trust (06-3-23A1), 5.906%, due 05/25/36		8,004,643
	5,944,745	Bear Stearns Alt-A Trust (06-8-1A1), 0.445%, due 06/25/46		2,665,605
	25,929,074	Bear Stearns Alt-A Trust (06-8-2A1), 5.339%, due 08/25/46		12,817,607
	16,521,223	Bear Stearns Asset Backed Securities Trust (06-SD3-1A3), 6.5%, due 08/25/36(2)		10,077,946
	20,110,654	Chase Mortgage Finance Corp. (05-A1-2A1), 5.237%, due 12/25/35		15,735,165
	8,877,555	Chaseflex Trust (05-1-1A5), 6.5%, due 02/25/35		7,051,872
	24,227,000	Chaseflex Trust (06-1-A3), 6.295%, due 06/25/36		14,149,891
	10,012,514	Citicorp Mortgage Securities, Inc. (07-4-3A1), 5.5%, due 05/25/37		8,682,307
	15,936,664	Citigroup Mortgage Loan Trust, Inc. (05-9-2A3), 5.75%, due 11/25/35		10,963,927
	19,910,993	Citigroup Mortgage Loan Trust, Inc. (06-AR3-1A1A), 5.938%, due 06/25/36		15,494,595
	11,911,708	Citigroup Mortgage Loan Trust, Inc. (07-12-2A1), (144A), 6.5%, due 10/25/36(1)		7,735,165
	20,000,000	Citigroup Mortgage Loan Trust, Inc. (07-AMC1-A2B), 0.435%, due 12/25/36		5,169,770
	8,902,839	CitiMortgage Alternative Loan Trust (05-A1-2A1), 5%, due 07/25/20		7,579,797
	55,000,000	CitiMortgage Alternative Loan Trust (06-A7-1A4), 5.75%, due 12/25/36		34,676,065
	19,774,280	CitiMortgage Alternative Loan Trust (07-A3-1A7), 5.75%, due 03/25/37		12,752,660
	10,014,000	Countrywide Alternative Loan Trust (04-28CB-2A4), 5.75%, due 01/25/35		7,704,184
	2,059,545	Countrywide Alternative Loan Trust (05-27-1A2), 2.61%, due 08/25/35		1,097,146
	13,488,223	Countrywide Alternative Loan Trust (05-76-1A1), 2.69%, due 01/25/36		6,362,937
	19,140,000	Countrywide Alternative Loan Trust (05-85CB-2A3), 5.5%, due 02/25/36		13,641,918
	7,959,740	Countrywide Alternative Loan Trust (05-J1-2A1), 5.5%, due 02/25/25		6,843,053
	40,955,518	Countrywide Alternative Loan Trust (05-J14-A3), 5.5%, due 12/25/35		31,897,857
	7,256,239	Countrywide Alternative Loan Trust (05-J5-1A1), 0.585%, due 05/25/35		5,142,982
	12,500,000	Countrywide Alternative Loan Trust (06-14CB-A4), 6%, due 06/25/36		8,381,469
	21,391,926	Countrywide Alternative Loan Trust (06-26CB-A18), 6.5%, due 09/25/36		14,037,857
	22,546,537	Countrywide Alternative Loan Trust (06-41CB-1A7), 6%, due 01/25/37		15,242,539
	40,000,000	Countrywide Alternative Loan Trust (06-43CB-1A12), 5.75%, due 02/25/37		26,405,968
	15,541,953	Countrywide Alternative Loan Trust (06-J3-3A1), 5.5%, due 04/25/21		12,239,288

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	25,692,581	Countrywide Alternative Loan Trust (06-J4-2A8), 6%, due 07/25/36 (PAC)	$	18,087,413
	18,715,654	Countrywide Alternative Loan Trust (07-18CB-2A25), 6%, due 08/25/37		12,828,024
	13,234,981	Countrywide Alternative Loan Trust (07-9T1-2A3), 6%, due 05/25/37		7,578,845
	14,049,004	Countrywide Alternative Loan Trust (07-9T1-3A1), 5.5%, due 05/25/22		10,789,742
	36,825,000	Countrywide Asset-Backed Certificates (06-15-A6), 5.826%, due 10/25/46(2)		22,927,035
	5,107,660	Countrywide Home Loans Mortgage Pass Through Trust (03-J4-1A1), 4.5%, due 06/25/33 (PAC)		4,851,247
	16,249,341	Countrywide Home Loans Mortgage Pass Through Trust (05-20-A5), 5.5%, due 10/25/35		12,858,740
	27,733,584	Countrywide Home Loans Mortgage Pass Through Trust (05-24-A8), 5.5%, due 11/25/35		22,866,329
	1,930,921	Countrywide Home Loans Mortgage Pass Through Trust (05-8R-A4), 6%, due 10/25/34		1,907,946
	35,500,000	Countrywide Home Loans Mortgage Pass Through Trust (06-19-1A6), 6%, due 01/25/37 (PAC)		26,368,594
	49,510,595	Countrywide Home Loans Mortgage Pass Through Trust (06-8-2A1), 6%, due 05/25/36		37,549,430
	12,453,935	Countrywide Home Loans Mortgage Pass Through Trust (06-HYB5-1A1), 4.688%, due 03/25/36		6,319,740
	39,425,788	Countrywide Home Loans Mortgage Pass Through Trust (07-1-A1), 6%, due 03/25/37		29,116,843
	32,000,000	Countrywide Home Loans Mortgage Pass Through Trust (07-1-A8), 6%, due 03/25/37		23,691,709
	15,647,883	Countrywide Home Loans Mortgage Pass Through Trust (07-10-A21), 6%, due 07/25/37 (TAC) (2)		11,862,103
	37,781,000	Countrywide Home Loans Mortgage Pass Through Trust (07-13-A10), 6%, due 08/25/37		26,088,683
	63,422,050	Countrywide Home Loans Mortgage Pass Through Trust (07-4-1A1), 6%, due 05/25/37		46,870,639
	29,015,000	Countrywide Home Loans Mortgage Pass Through Trust (07-8-1A24), 6%, due 01/25/38		19,742,070
	73,659,073	Countrywide Home Loans Mortgage Pass Through Trust (07-J1-2A1), 6%, due 02/25/37		45,374,718
	48,318,392	Countrywide Home Loans Mortgage Pass Through Trust (07-J3-A1), 0.785%, due 07/25/37		31,895,584
	48,318,392	Countrywide Home Loans Mortgage Pass Through Trust (07-J3-A2), 5.215%, due 07/25/37 (I/O) (I/F)		3,266,555
	1,299,825	Credit Suisse First Boston Mortgage Securities Corp. (03-8-4PPA), 5.75%, due 04/25/33		1,284,187
	22,503,269	Credit Suisse First Boston Mortgage Securities Corp. (05-12-1A1), 6.5%, due 12/25/35		13,157,528
	7,406,689	Credit Suisse First Boston Mortgage Securities Corp. (05-8-5A1), 18.741%, due 09/25/35 (I/F) (2)		7,334,516
	20,368,394	Credit Suisse First Boston Mortgage Securities Corp. (05-8-5A3), 0.685%, due 09/25/35		11,844,944
	12,561,833	Credit Suisse Mortgage Capital Certificates (06-6-1A1), 0.785%, due 07/25/36 (TAC)		6,369,555
	12,561,833	Credit Suisse Mortgage Capital Certificates (06-6-1A2), 5.186%, due 07/25/36 (I/O) (I/F)		979,946
	35,380,534	Credit Suisse Mortgage Capital Certificates (06-9-3A1), 6%, due 11/25/36		26,807,774
	24,735,796	Credit Suisse Mortgage Capital Certificates (06-9-5A1), 5.5%, due 11/25/36		18,495,167
	24,716,000	Credit Suisse Mortgage Capital Certificates (07-1-1A6A), 5.863%, due 01/25/37		13,381,146
	15,000,000	Credit Suisse Mortgage Capital Certificates (07-1-5A4), 6%, due 02/25/37		10,459,788
	56,935,682	Credit Suisse Mortgage Capital Certificates (07-3-1A1A), 5.837%, due 04/25/37		36,233,777
	19,552,479	Credit Suisse Mortgage Capital Certificates (07-3-4A1), 5%, due 04/25/37(2)		16,660,376
	26,781,483	Credit Suisse Mortgage Capital Certificates (07-5-1A11), 7%, due 07/25/37		15,141,704
	17,990,346	Credit Suisse Mortgage Capital Certificates (07-5-2A5), 5%, due 08/25/37		13,271,140
	22,500,000	CSAB Mortgage Backed Trust (06-2-A6A), 5.72%, due 09/25/36		13,773,326

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	22,310,426	Deutsche ALT-A Securities, Inc. Alternate Loan Trust (05-3-4A5), 5.25%, due 06/25/35	$	18,892,268
	15,493,778	Deutsche ALT-A Securities, Inc. Alternate Loan Trust (05-6-1A3), 5.5%, due 12/25/35		10,991,937
	76,216,504	Deutsche ALT-A Securities, Inc. Mortgage Loan Trust (06-AR6-A6), 0.475%, due 02/25/37		37,306,683
	35,000,000	Deutsche ALT-A Securities, Inc. Mortgage Loan Trust (07-1-1A2), 0.445%, due 08/25/37		24,397,310
	1,312,875	Federal Home Loan Mortgage Corp. (1829-ZB), 6.5%, due 03/15/26		1,408,123
	35,688	Federal Home Loan Mortgage Corp. (1844-E), 6.5%, due 10/15/13		37,067
	1,168,588	Federal Home Loan Mortgage Corp. (2107-Z), 6%, due 12/15/28		1,233,226
	520,277	Federal Home Loan Mortgage Corp. (2276-ZA), 7%, due 01/15/31		559,626
	2,185,212	Federal Home Loan Mortgage Corp. (2367-ZK), 6%, due 10/15/31		2,288,215
	4,970,358	Federal Home Loan Mortgage Corp. (2448-ZM), 7%, due 05/15/32		5,368,104
	5,766,834	Federal Home Loan Mortgage Corp. (2519-ZD), 5.5%, due 11/15/32		5,879,614
	5,593,067	Federal Home Loan Mortgage Corp. (2594-OR), 4.25%, due 06/15/32 (PAC)		5,722,502
	21,352,644	Federal Home Loan Mortgage Corp. (2638-XA), 4%, due 07/15/33 (TAC)		20,162,036
	8,000,000	Federal Home Loan Mortgage Corp. (2642-AR), 4.5%, due 07/15/23		8,093,246
	11,645,321	Federal Home Loan Mortgage Corp. (2647-OV), 0.01%, due 07/15/33 (P/O)		8,646,924
	4,605,979	Federal Home Loan Mortgage Corp. (2649-KX), 5%, due 07/15/33		4,626,784
	433,429	Federal Home Loan Mortgage Corp. (2650-MS), 13.353%, due 07/15/33 (I/F) (TAC)		413,983
	37,249,965	Federal Home Loan Mortgage Corp. (2662-MT), 4.5%, due 08/15/33 (TAC)		37,596,520
	9,791,000	Federal Home Loan Mortgage Corp. (2666-BD), 4.5%, due 08/15/23		9,719,030
	8,620,503	Federal Home Loan Mortgage Corp. (2667-TN), 5%, due 07/15/33		8,676,844
	3,122,305	Federal Home Loan Mortgage Corp. (2672-SH), 7.553%, due 09/15/33 (I/F)		3,023,120
	7,000,000	Federal Home Loan Mortgage Corp. (2683-JB), 4%, due 09/15/18		7,050,859
	17,000,000	Federal Home Loan Mortgage Corp. (2700-B), 4.5%, due 11/15/23		17,002,994
	2,892,207	Federal Home Loan Mortgage Corp. (2702-CS), 8.568%, due 11/15/33 (I/F)		2,457,338
	9,422,931	Federal Home Loan Mortgage Corp. (2752-EZ), 5.5%, due 02/15/34		9,961,425
	7,811,548	Federal Home Loan Mortgage Corp. (2769-ER), 4.25%, due 01/15/23		7,995,983
	23,000,000	Federal Home Loan Mortgage Corp. (2769-LB), 4%, due 03/15/19		22,889,170
	8,040,216	Federal Home Loan Mortgage Corp. (2770-UT), 4.5%, due 03/15/19		8,084,161
	15,000,000	Federal Home Loan Mortgage Corp. (2773-EG), 4.5%, due 04/15/19 (PAC)		15,455,520
	2,882,343	Federal Home Loan Mortgage Corp. (2801-PS), 3.211%, due 05/15/34 (I/F)		2,342,365
	24,294,953	Federal Home Loan Mortgage Corp. (2835-KZ), 5.5%, due 08/15/34		25,139,259
	10,064,266	Federal Home Loan Mortgage Corp. (2882-JH), 4.5%, due 10/15/34 (PAC)		10,181,865
	10,000,000	Federal Home Loan Mortgage Corp. (2883-PT), 5%, due 01/15/33 (PAC)		10,302,730
	3,505,531	Federal Home Loan Mortgage Corp. (2903-PO), 0%, due 11/15/23 (P/O)		2,999,310
	12,569,530	Federal Home Loan Mortgage Corp. (2903-ZU), 5%, due 07/15/31		12,759,653
	13,852,560	Federal Home Loan Mortgage Corp. (2922-EH), 4.5%, due 07/15/23		14,167,187
	6,946,515	Federal Home Loan Mortgage Corp. (2929-BD), 4.25%, due 06/15/19		7,167,669
	21,815,818	Federal Home Loan Mortgage Corp. (2934-JG), 4.5%, due 12/15/30		22,334,196
	22,932,552	Federal Home Loan Mortgage Corp. (2937-DE), 5%, due 11/15/32		23,544,902
	24,320,000	Federal Home Loan Mortgage Corp. (2938-JB), 4.5%, due 02/15/20		24,857,839
	5,383,966	Federal Home Loan Mortgage Corp. (2992-JP), 4.75%, due 06/15/35 (PAC)		5,580,760

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	13,063,192	Federal Home Loan Mortgage Corp. (2995-ZL), 5.5%, due 06/15/35 (PAC)	$	13,117,047
	10,000,000	Federal Home Loan Mortgage Corp. (2999-ND), 4.5%, due 07/15/20 (PAC)		10,184,524
	10,576,599	Federal Home Loan Mortgage Corp. (3014-YH), 4.5%, due 08/15/35 (TAC)		10,641,853
	24,475,749	Federal Home Loan Mortgage Corp. (3033-ZH), 5.85%, due 09/15/35		25,698,804
	6,304,507	Federal Home Loan Mortgage Corp. (3045-HZ), 4.5%, due 10/15/35		5,844,884
	5,307,693	Federal Home Loan Mortgage Corp. (3057-OS), 11.568%, due 10/15/35 (I/F)		4,795,816
	11,359,731	Federal Home Loan Mortgage Corp. (3074-EO), 0%, due 07/15/34 (P/O)		10,313,878
	10,162,057	Federal Home Loan Mortgage Corp. (3111-HK), 5.75%, due 02/15/36 (PAC)		10,510,097
	17,507,101	Federal Home Loan Mortgage Corp. (3111-HZ), 6%, due 02/15/36		17,970,551
	26,496,295	Federal Home Loan Mortgage Corp. (3114-KZ), 5%, due 02/15/36		26,408,682
	23,406,709	Federal Home Loan Mortgage Corp. (3120-SG), 10.821%, due 02/15/36 (I/F)		22,321,811
	18,250,000	Federal Home Loan Mortgage Corp. (3146-GE), 5.5%, due 04/15/26		19,052,493
	8,126,935	Federal Home Loan Mortgage Corp. (3154-B), 5%, due 08/15/32		8,160,607
	14,453,764	Federal Home Loan Mortgage Corp. (3170-EC), 5%, due 06/15/32		14,896,267
	15,938,930	Federal Home Loan Mortgage Corp. (3188-CK), 5%, due 11/15/32		16,554,050
	26,591,519	Federal Home Loan Mortgage Corp. (3259-B), 6%, due 01/15/37		26,922,258
	23,014,502	Federal Home Loan Mortgage Corp. (3298-A), 6%, due 04/15/36		23,861,616
	75,099,351	Federal Home Loan Mortgage Corp. (3303-SH), 6.142%, due 04/15/37 (I/O) (I/F)		7,736,322
	125,350,505	Federal Home Loan Mortgage Corp. (3315-S), 6.122%, due 05/15/37 (I/O) (I/F)		11,305,136
	31,995,401	Federal Home Loan Mortgage Corp. (3379-AB), 6%, due 07/15/36		33,176,460
	20,254,598	Federal Home Loan Mortgage Corp. (3405-DZ), 5%, due 01/15/38		20,500,404
	80,550,898	Federal Home Loan Mortgage Corp. (3410-IS), 5.982%, due 02/15/38 (I/O) (I/F)		7,793,106
	172,685,873	Federal Home Loan Mortgage Corp. (3459-JS), 5.962%, due 06/15/38 (I/O) (I/F)		13,916,392
	42,256,314	Federal Home Loan Mortgage Corp. (3476-Z), 5.5%, due 07/15/38		44,379,643
	106,300,440	Federal Home Loan Mortgage Corp. (3501-SE), 5.212%, due 01/15/39 (I/O) (I/F)		8,000,543
	125,984,436	Federal Home Loan Mortgage Corp. (3510-SA), 6.212%, due 02/15/39 (I/O) (I/F)		10,799,008
	7,964,490	Federal Home Loan Mortgage Corp. (3512-AY), 4%, due 02/15/24		7,688,139
	115,746,503	Federal Home Loan Mortgage Corp. (3531-SA), 6.012%, due 05/15/39 (I/O) (I/F)		10,752,283
	125,383,536	Federal Home Loan Mortgage Corp. (3531-SC), 6.012%, due 05/15/39 (I/O) (I/F)		11,670,863
	64,542,551	Federal Home Loan Mortgage Corp. (3532-KA), 4.5%, due 08/15/27		66,083,950
	48,634,345	Federal Home Loan Mortgage Corp. (3541-SA), 6.462%, due 06/15/39 (I/O) (I/F)		4,381,750
	11,000,000	Federal Home Loan Mortgage Corp. (3551-VZ), 5.5%, due 12/15/32		11,304,613
	19,487,669	Federal Home Loan Mortgage Corp. (3557-KB), 4.5%, due 07/15/29		18,391,488
	37,500,000	Federal Home Loan Mortgage Corp. (3557-NB), 4.5%, due 07/15/29		35,320,313
	45,000,000	Federal Home Loan Mortgage Corp. (3563-BD), 4%(3)		41,990,625
	25,000,000	Federal Home Loan Mortgage Corp. (3565-XB), 4%(3)		23,640,500
	18,681,759	Federal Home Loan Mortgage Corp. (R002-ZA), 5.5%, due 06/15/35		19,745,404

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	33,000,000	Federal Home Loan Mortgage Corp. (R004-VG), 6%, due 08/15/21	$	35,186,171
	2,098,308	Federal National Mortgage Association (01-40-Z), 6%, due 08/25/31		2,137,594
	7,241,582	Federal National Mortgage Association (02-70-QZ), 5.5%, due 11/25/32 (PAC)		7,519,734
	9,414,057	Federal National Mortgage Association (02-75-ZG), 5.5%, due 11/25/32		9,880,598
	15,440,000	Federal National Mortgage Association (03-112-AN), 4%, due 11/25/18		15,604,941
	9,030,215	Federal National Mortgage Association (03-117-TG), 4.75%, due 08/25/33 (PAC)		9,055,193
	1,713,911	Federal National Mortgage Association (03-120-BK), 3.5%, due 11/25/16		1,743,999
	6,184,155	Federal National Mortgage Association (03-44-CB), 4.25%, due 03/25/33 (PAC)		6,128,639
	26,814,520	Federal National Mortgage Association (03-54-PG), 5.5%, due 09/25/32 (PAC)		28,333,603
	1,052,179	Federal National Mortgage Association (04-19-SP), 11.728%, due 06/25/33 (I/F)		1,032,134
	3,140,515	Federal National Mortgage Association (04-29-KD), 4.5%, due 05/25/34 (PAC)		3,152,655
	2,839,205	Federal National Mortgage Association (04-29-L), 4%, due 09/25/17		2,907,049
	7,099,387	Federal National Mortgage Association (04-3-HA), 4%, due 07/25/17		7,302,504
	7,949,465	Federal National Mortgage Association (04-35-CA), 4%, due 12/25/17		8,141,672
	86,149,492	Federal National Mortgage Association (04-37-GA), 4.5%, due 05/25/34		85,532,877
	3,954,720	Federal National Mortgage Association (04-52-SW), 6.815%, due 07/25/34 (I/O) (I/F)		471,024
	5,509,334	Federal National Mortgage Association (04-58-SU), 9.515%, due 04/25/34 (I/F)		5,347,898
	10,000,000	Federal National Mortgage Association (04-65-LT), 4.5%, due 08/25/24		9,882,650
	8,000,000	Federal National Mortgage Association (04-68-LC), 5%, due 09/25/29		8,195,184
	6,987,934	Federal National Mortgage Association (04-84-CD), 4%, due 10/25/18		7,128,803
	10,643,429	Federal National Mortgage Association (04-91-AH), 4.5%, due 05/25/29		10,887,836
	35,500,000	Federal National Mortgage Association (04-W10-A5), 5.5%, due 08/25/34 (PAC)		36,858,983
	7,058,734	Federal National Mortgage Association (04-W4-A7), 5.5%, due 06/25/34		7,187,777
	13,829,701	Federal National Mortgage Association (05-1-GZ), 5%, due 02/25/35		13,486,740
	5,926,699	Federal National Mortgage Association (05-108-GZ), 5.75%, due 07/25/35		5,939,146
	11,968,926	Federal National Mortgage Association (05-73-ZB), 5.5%, due 08/25/35		12,400,467
	9,500,000	Federal National Mortgage Association (05-92-ET), 6%, due 10/25/35 (I/F) (TAC)		9,439,508
	12,751,744	Federal National Mortgage Association (06-107-DS), 15.288%, due 11/25/36 (I/F)		12,660,400
	4,078,500	Federal National Mortgage Association (06-45-KH), 5.5%, due 06/25/36 (TAC)		4,112,930
	9,271,797	Federal National Mortgage Association (06-53-CB), 5%, due 06/25/36 (TAC)		9,268,877
	16,499,060	Federal National Mortgage Association (06-71-ZL), 6%, due 07/25/36		17,839,766
	142,268,859	Federal National Mortgage Association (07-103-AI), 6.215%, due 03/25/37 (I/O) (I/F)		14,067,644
	54,971,470	Federal National Mortgage Association (07-12-BA), 6%, due 02/25/37		57,515,214
	126,500,530	Federal National Mortgage Association (07-2-SM), 6.465%, due 02/25/37 (I/O) (I/F)		12,524,944
	68,249,355	Federal National Mortgage Association (07-20-SI), 6.165%, due 03/25/37 (I/O) (I/F)		6,855,184
	55,632,780	Federal National Mortgage Association (07-21-SE), 6.155%, due 03/25/37 (I/O) (I/F)		5,311,690
	103,956,452	Federal National Mortgage Association (07-22-SB), 6.135%, due 03/25/37 (I/O) (I/F)		10,106,428
	19,976,104	Federal National Mortgage Association (07-23-BC), 6%, due 02/25/36		21,105,060
	11,365,986	Federal National Mortgage Association (07-32-Z), 5.5%, due 04/25/37		11,941,736
	10,189,140	Federal National Mortgage Association (07-33-KP), 5.5%, due 04/25/37 (TAC)		10,246,497

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	18,704,000	Federal National Mortgage Association (07-5-PB), 6%, due 07/25/33 (PAC)	$	19,776,360
	79,759,485	Federal National Mortgage Association (07-56-SG), 6.125%, due 06/25/37 (I/O) (I/F)		7,610,993
	166,811,291	Federal National Mortgage Association (07-58-SV), 6.465%, due 06/25/37 (I/O) (I/F)		17,388,542
	31,486,577	Federal National Mortgage Association (07-61-AB), 6%, due 01/25/36		32,564,020
	15,845,820	Federal National Mortgage Association (07-64-AN), 6%, due 09/25/36		16,410,578
	74,491,616	Federal National Mortgage Association (07-65-KI), 6.335%, due 07/25/37 (I/O) (I/F)		7,805,045
	40,030,536	Federal National Mortgage Association (07-65-S), 6.315%, due 07/25/37 (I/O) (I/F)		5,009,742
	18,391,591	Federal National Mortgage Association (07-74-AC), 5%, due 08/25/37		18,696,060
	7,455,457	Federal National Mortgage Association (07-88-FY), 0.745%, due 09/25/37		7,333,730
	25,340,647	Federal National Mortgage Association (07-B2-ZA), 5.5%, due 06/25/37		26,534,394
	90,193,350	Federal National Mortgage Association (07-W9-AC), 7.157%, due 08/25/37		97,715,476
	112,687,784	Federal National Mortgage Association (08-1-AI), 5.965%, due 05/25/37 (I/O) (I/F)		11,400,871
	63,953,352	Federal National Mortgage Association (08-13-SB), 5.955%, due 03/25/38 (I/O) (I/F)		5,640,743
	76,228,647	Federal National Mortgage Association (08-23-SB), 6.565%, due 04/25/38 (I/O) (I/F)		7,208,455
	21,910,217	Federal National Mortgage Association (08-26-ZK), 5%, due 04/25/38		21,912,758
	51,889,115	Federal National Mortgage Association (08-35-SD), 6.165%, due 05/25/38 (I/O) (I/F)		5,164,726
	17,960,827	Federal National Mortgage Association (08-55-Z), 5%, due 07/25/38		17,688,711
	85,740,031	Federal National Mortgage Association (08-61-SB), 5.715%, due 07/25/38 (I/O) (I/F)		7,247,348
	78,840,035	Federal National Mortgage Association (08-64-HI), 5.785%, due 08/25/38 (I/O) (I/F)		7,218,373
	140,018,067	Federal National Mortgage Association (08-66-SG), 5.785%, due 08/25/38 (I/O) (I/F)		13,028,457
	42,171,579	Federal National Mortgage Association (08-86-SC), 6.115%, due 12/25/38 (I/O) (I/F)		3,938,189
	134,148,504	Federal National Mortgage Association (09-2-AS), 5.415%, due 02/25/39 (I/O) (I/F)		10,346,727
	46,591,793	Federal National Mortgage Association (09-2-GA), 5.5%, due 11/25/45		48,509,670
	8,153,639	Federal National Mortgage Association (09-26-KB), 4%, due 04/24/24		8,034,112
	95,992,086	Federal National Mortgage Association (09-3-SH), 5.165%, due 06/25/37 (I/O) (I/F)		7,123,486
	98,464,598	Federal National Mortgage Association (09-47-MT), 7%, due 07/25/39		105,525,632
	48,925,046	Federal National Mortgage Association (09-47-SV), 6.465%, due 07/25/39 (I/O) (I/F)		4,615,481
	61,286,416	Federal National Mortgage Association (09-6-SD), 5.265%, due 02/25/39 (I/O) (I/F)		4,524,365
	40,000,000	Federal National Mortgage Association (09-64-TB), 4%, due 08/25/29		36,100,000
	546,734	Federal National Mortgage Association (93-202-SZ), 10%, due 11/25/23 (I/F) (PAC)		563,454
	3,295,763	Federal National Mortgage Association (95-21-C), 0%, due 05/25/24 (P/O)		2,802,554
	1,029,729	Federal National Mortgage Association (98-44-ZA), 6.5%, due 07/20/28		1,101,034
	181,763	Federal National Mortgage Association (G92-29-J), 8%, due 07/25/22		193,167
	9,687,347	First Horizon Alternative Mortgage Securities (05-FA9-A5), 5.5%, due 12/25/35		7,621,879
	17,289,919	First Horizon Asset Securities, Inc. (04-AR6-4A1), 5.531%, due 11/25/34		15,986,683
	26,220,151	GMAC Mortgage Corp. Loan Trust (04-AR1-12A), 4.712%, due 06/25/34(2)		23,743,411
	1,380,645	Government National Mortgage Association (02-41-SB), 5.711%, due 06/20/32 (I/O) (I/F)		122,381
	3,286,943	Government National Mortgage Association (02-41-ZJ), 6%, due 06/20/32		3,503,804

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	1,760,073	Government National Mortgage Association (02-76-SG), 7.313%, due 10/16/29 (I/O) (I/F)	$	260,634
	3,956,356	Government National Mortgage Association (03-42-SH), 6.261%, due 05/20/33 (I/O) (I/F)		377,967
	9,961,764	Government National Mortgage Association (03-66-MZ), 5.5%, due 05/20/33		10,504,313
	2,291,888	Government National Mortgage Association (03-98-CO), 0%, due 11/20/33 (P/O)		1,792,196
	5,998,223	Government National Mortgage Association (04-27-PA), 4%, due 10/20/32 (PAC)		6,036,469
	9,973,972	Government National Mortgage Association (05-60-ZW), 5.5%, due 09/20/35		10,019,022
	171,804,790	Government National Mortgage Association (07-26-SW), 5.911%, due 05/20/37 (I/O) (I/F)		12,229,855
	103,250,630	Government National Mortgage Association (07-35-KY), 6.163%, due 06/16/37 (I/O) (I/F) (PAC)		9,201,923
	27,784,382	Government National Mortgage Association (07-59-SH), 5.511%, due 10/20/37 (I/O) (I/F)		1,975,717
	87,719,047	Government National Mortgage Association (08-4-SA), 6.227%, due 01/20/38 (I/O) (I/F)		6,482,894
	27,646,210	Government National Mortgage Association (08-46-SA), 6.111%, due 05/20/38 (I/O) (I/F)		2,005,619
	37,762,167	Government National Mortgage Association (08-50-SA), 5.941%, due 06/20/38 (I/O) (I/F)		2,848,064
	110,992,271	Government National Mortgage Association (08-76-US), 5.611%, due 09/20/38 (I/O) (I/F)		9,045,304
	31,565,888	Government National Mortgage Association (08-82-SM), 5.761%, due 09/20/38 (I/O) (I/F)		2,162,563
	79,345,988	Government National Mortgage Association (08-94-SA), 7.011%, due 12/20/38 (I/O) (I/F)		6,608,696
	77,967,822	Government National Mortgage Association (09-1-SA), 5.661%, due 01/20/39 (I/O) (I/F)		5,610,370
	98,823,767	Government National Mortgage Association (09-11-BS), 5.711%, due 02/20/39 (I/O) (I/F)		7,537,229
	22,866,000	GSAA Home Equity Trust (06-13-AF3), 6.04%, due 07/25/36		12,892,063
	20,000,000	GSAA Home Equity Trust (06-13-AF4), 6.119%, due 07/25/36		10,869,678
	22,000,000	GSAA Home Equity Trust (06-15-AF5), 6.192%, due 09/25/36		11,726,849
	47,781,111	GSAA Home Equity Trust (06-16-A1), 0.345%, due 10/25/36		25,825,686
	27,228,705	GSR Mortgage Loan Trust (05-9F-1A6), 5.5%, due 12/25/35		23,050,035
	42,361,633	GSR Mortgage Loan Trust (05-AR5-2A4), 5.173%, due 10/25/35		34,176,882
	35,912,723	GSR Mortgage Loan Trust (06-10F-3A1), 6%, due 01/25/37		29,094,438
	22,532,678	GSR Mortgage Loan Trust (06-1F-3A1), 0.885%, due 02/25/36		13,332,439
	22,532,678	GSR Mortgage Loan Trust (06-1F-3A2), 5.615%, due 02/25/36 (I/O) (I/F)		2,110,987
	36,776,463	GSR Mortgage Loan Trust (06-6F-2A3), 6%, due 07/25/36		24,040,483
	20,760,888	GSR Mortgage Loan Trust (06-8F-4A1), 6.5%, due 09/25/36		15,275,976
	40,000,000	GSR Mortgage Loan Trust (07-3F-3A7), 6%, due 05/25/37(2)		31,614,344
	3,353,116	Harborview Mortgage Loan Trust (04-10-3A1A), 5.145%, due 01/19/35		1,932,353
	18,000,000	Harborview Mortgage Loan Trust (04-5-2A6), 3.685%, due 06/19/34		12,995,921
	51,393,932	Harborview Mortgage Loan Trust (05-14-5A1A), 5.726%, due 12/19/35		34,340,685
	19,962,441	Homebanc Mortgage Trust (05-3-A1), 0.525%, due 07/25/35		13,812,939

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	31,812,430	Household Home Equity Loan Trust (06-2-A1), 0.439%, due 03/20/36(2)	$	25,352,519
	17,799,753	Indymac IMSC Mortgage Loan Trust (07-F2-2A1), 6.5%, due 07/25/37		10,134,735
	23,792,220	Indymac Index Mortgage Loan Trust (05-AR13-4A1), 5.197%, due 08/25/35		15,863,365
	16,665,395	Indymac Index Mortgage Loan Trust (05-AR7-2A1), 3.57%, due 06/25/35		9,086,970
	14,621,644	Indymac Index Mortgage Loan Trust (06-AR19-4A1), 5.941%, due 08/25/36		7,446,991
	72,834,811	Indymac Index Mortgage Loan Trust (06-AR5-2A1), 5.625%, due 05/25/36		47,244,286
	26,998,732	Indymac Index Mortgage Loan Trust (07-AR13-4A1), 5.866%, due 07/25/37		13,701,705
	18,980,587	Indymac Index Mortgage Loan Trust (07-AR5-1A1), 5.746%, due 05/25/37		9,172,632
	25,769,594	Indymac Index Mortgage Loan Trust (07-AR5-2A1), 5.786%, due 05/25/37		13,253,266
	14,433,223	JP Morgan Alternative Loan Trust (06-A4-A1), 5.95%, due 09/25/36(2)		13,567,230
	32,631,000	JP Morgan Alternative Loan Trust (06-A4-A8), 6.2%, due 09/25/36		20,172,484
	17,247,191	JP Morgan Alternative Loan Trust (06-S1-2A6), 6%, due 02/25/21		14,150,782
	16,351,904	JP Morgan Alternative Loan Trust (07-A1-2A1), 5.921%, due 03/25/37		8,646,104
	17,314,613	JP Morgan Alternative Loan Trust (07-A1-3A1), 6.149%, due 03/25/37		10,501,730
	13,777,412	JP Morgan Alternative Loan Trust (08-R2-A1), (144A), 6%, due 11/25/36(1)		9,065,107
	21,623,949	JP Morgan Alternative Loan Trust (08-R4-1A1), (144A), 6%, due 12/27/36(1)		15,947,282
	38,809,127	JP Morgan Mortgage Trust (05-A7-1A4), 4.979%, due 10/25/35		28,981,674
	35,497,695	JP Morgan Mortgage Trust (05-S2-2A15), 6%, due 09/25/35		30,832,031
	17,483,370	JP Morgan Mortgage Trust (06-S2-3A11), 6.5%, due 07/25/36		12,342,807
	27,000,000	JP Morgan Mortgage Trust (06-S4-A3), 6%, due 01/25/37(2)		20,304,910
	24,555,643	JP Morgan Mortgage Trust (07-S1-2A19), 5%, due 03/25/37		19,151,179
	24,209,093	JP Morgan Mortgage Trust (07-S3-1A10), 6.25%, due 07/25/37		15,385,997
	9,705,460	Lehman Mortgage Trust (05-1-4A3), 0.635%, due 11/25/35		6,959,597
	3,529,258	Lehman Mortgage Trust (05-1-4A4), 18.879%, due 11/25/35 (I/F)		3,397,679
	11,476,105	Lehman Mortgage Trust (05-1-6A1), 5%, due 11/25/20		9,621,997
	9,263,003	Lehman Mortgage Trust (05-2-5A5), 5.75%, due 12/25/35		5,021,222
	11,769,041	Lehman Mortgage Trust (06-4-4A1), 6%, due 08/25/21		9,420,750
	12,500,000	Lehman Mortgage Trust (06-5-1A1), 6%, due 09/25/36		7,883,084
	34,293,712	Lehman Mortgage Trust (06-6-3A9), 5.5%, due 10/25/36		21,019,552
	6,066,465	Lehman Mortgage Trust (07-8-2A1), 6.5%, due 09/25/37		4,303,399
	44,268,013	Lehman XS Trust (07-14H-A211), 0.545%, due 07/25/47		22,766,981
	20,047,319	MASTR Alternative Loans Trust (05-2-2A1), 6%, due 01/25/35		15,588,881
	14,013,030	MASTR Alternative Loans Trust (05-4-1A1), 6.5%, due 05/25/35		11,473,396
	2,331,705	MASTR Asset Securitization Trust (03-8-1A1), 5.5%, due 09/25/33		2,180,068
	20,074,081	Merrill Lynch Mortgage Investors Trust (06-A1-1A1), 5.771%, due 03/25/36		10,914,992
	17,915,791	Merrill Lynch Mortgage Investors Trust (06-AF2-AF1), 6.25%, due 10/25/36		13,214,931
	17,629,597	Morgan Stanley Mortgage Loan Trust (05-10-2A1), 5.732%, due 12/25/35		12,128,612
	37,106,415	Morgan Stanley Mortgage Loan Trust (06-11-1A2), 6.354%, due 08/25/36		22,562,136
	25,369,906	Morgan Stanley Mortgage Loan Trust (07-13-6A1), 6%, due 10/25/37		16,140,694
	49,595,808	Morgan Stanley Mortgage Loan Trust (07-14AR-6A1), 6.282%, due 11/25/37		30,065,068
	71,742,768	Opteum Mortgage Acceptance Corp. (06-1-2A1), 5.75%, due 04/25/36		52,637,812
	29,927,343	Prime Mortgage Trust (06-1-1A1), 5.5%, due 06/25/36		23,295,842

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	69,216,536	Prime Mortgage Trust (06-DR1-2A1), (144A), 5.5%, due 05/25/35(1)	$	54,463,855
	13,835,115	RBSGC Mortgage Pass Through Certificates (08-B-A1), (144A), 6%, due 06/25/37(1)		10,324,056
	36,149,700	Residential Accredit Loans, Inc. (05-QS11-A1), 5.5%, due 07/25/35		24,615,650
	15,290,791	Residential Accredit Loans, Inc. (05-QS15-3A), 6%, due 10/25/35		10,580,857
	8,544,094	Residential Accredit Loans, Inc. (05-QS7-A1), 5.5%, due 06/25/35		6,804,630
	19,143,468	Residential Accredit Loans, Inc. (06-QS16-A7), 6%, due 11/25/36		11,960,483
	11,675,613	Residential Accredit Loans, Inc. (06-QS4-A9), 6%, due 04/25/36		7,992,081
	23,438,988	Residential Accredit Loans, Inc. (06-QS6-1A2), 6%, due 06/25/36		14,906,470
	18,539,092	Residential Accredit Loans, Inc. (06-QS8-A1), 6%, due 08/25/36		11,614,606
	10,283,804	Residential Accredit Loans, Inc. (07-QS1-2A10), 6%, due 01/25/37		6,840,839
	12,188,893	Residential Accredit Loans, Inc. (07-QS5-A1), 5.5%, due 03/25/37		9,601,637
	10,000,000	Residential Asset Securitization Trust (05-A15-1A2), 5.75%, due 02/25/36 (PAC)		6,206,483
	30,964,587	Residential Asset Securitization Trust (06-A7CB-1A3), 6.25%, due 07/25/36		19,740,364
	30,000,000	Residential Asset Securitization Trust (07-A5-2A5), 6%, due 05/25/37		18,623,649
	20,000,000	Residential Funding Mortgage Securities I (07-S3-1A6), 5.5%, due 03/25/37		14,009,912
	29,556,089	Residential Funding Mortgage Securities I (07-S6-1A11), 6%, due 06/25/37		21,773,270
	14,999,025	Structured Adjustable Rate Mortgage Loan Trust (05-15-4A1), 5.488%, due 07/25/35		11,206,970
	25,372,395	Structured Adjustable Rate Mortgage Loan Trust (05-23-3A1), 6.101%, due 01/25/36		16,953,822
	12,707,085	Structured Adjustable Rate Mortgage Loan Trust (06-3-4A), 6%, due 04/25/36		7,579,817
	23,112,299	Structured Adjustable Rate Mortgage Loan Trust (07-7-1A1), 0.585%, due 08/25/38		12,849,211
	2,104,429	Structured Asset Securities Corp. (03-10-A), 6%, due 04/25/33		2,083,313
	25,782,236	WaMu Mortgage Pass Through Certificates (07-HY5-2A3), 5.648%, due 06/25/37		16,710,176
	6,870,756	Washington Mutual Alternative Mortgage Pass-Through Certificates (06-1-3A2), 5.75%, due 02/25/36		4,870,764
	9,564,090	Washington Mutual Alternative Mortgage Pass-Through Certificates (06-5-1A1), 0.885%, due 07/25/36		4,601,015
	6,927,302	Washington Mutual Alternative Mortgage Pass-Through Certificates (06-5-2CB2), 0.885%, due 07/25/36		3,453,264
	56,207,151	Washington Mutual Alternative Mortgage Pass-Through Certificates (07-4-1A1), 5.5%, due 06/25/37		38,052,618
	14,514,033	Washington Mutual Alternative Mortgage Pass-Through Certificates (07-5-A6), 6%, due 06/25/37(2)		9,259,500
	152,154	Washington Mutual MSC Mortgage Pass-Through Certificates (02-MS2-3A1), 6.5%, due 05/25/32		150,538
	38,000,000	Wells Fargo Alternative Loan Trust (07-PA3-2A4), 6%, due 07/25/37		25,100,452
	10,192,238	Wells Fargo Mortgage Backed Securities Trust (06-16-A18), 5%, due 11/25/36		8,642,310
	23,030,238	Wells Fargo Mortgage Backed Securities Trust (06-AR10-4A1), 5.558%, due 07/25/36		16,235,864
	21,069,746	Wells Fargo Mortgage Backed Securities Trust (06-AR12-2A1), 6.098%, due 09/25/36		15,329,945
	15,472,810	Wells Fargo Mortgage Backed Securities Trust (06-AR19-A1), 5.63%, due 12/25/36		12,062,760
	19,701,227	Wells Fargo Mortgage Backed Securities Trust (06-AR2-2A5), 5.072%, due 03/25/36		15,630,372
	21,249,000	Wells Fargo Mortgage Backed Securities Trust (07-10-1A32), 6%, due 07/25/37		15,943,732
	26,643,911	Wells Fargo Mortgage Backed Securities Trust (07-10-1A36), 6%, due 07/25/37		21,723,082
	13,026,299	Wells Fargo Mortgage Backed Securities Trust (07-10-1A9), 6%, due 07/25/37		10,364,308

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	17,758,653	Wells Fargo Mortgage Backed Securities Trust (07-11-A3), 6%, due 08/25/37	$	15,018,687
	21,265,000	Wells Fargo Mortgage Backed Securities Trust (07-11-A36), 6%, due 08/25/37		15,916,923
	10,265,830	Wells Fargo Mortgage Backed Securities Trust (07-11-A88), 6%, due 08/25/37		8,409,949
	17,449,536	Wells Fargo Mortgage Backed Securities Trust (07-11-A90), 6%, due 08/25/37		13,715,280
	22,643,251	Wells Fargo Mortgage Backed Securities Trust (07-3-1A1), 0.585%, due 04/25/37		16,545,883
	22,643,251	Wells Fargo Mortgage Backed Securities Trust (07-3-1A2), 6.415%, due 04/25/37 (I/O) (I/F)		2,230,098
	23,342,449	Wells Fargo Mortgage Backed Securities Trust (07-4-A4), 6%, due 04/25/37		18,844,593
	27,871,312	Wells Fargo Mortgage Backed Securities Trust (07-6-A6), 6%, due 05/25/37		22,218,642
	28,000,000	Wells Fargo Mortgage Backed Securities Trust (07-8-2A10), 6%, due 07/25/37 (PAC)		21,815,654
		Total Collateralized Mortgage Obligations (Cost: $4,974,512,983)		5,232,069,258
		U.S. Government Agency Obligations (21.3%)
	2,129,420	Federal Home Loan Mortgage Corp., Pool #1B2650, 4.692%, due 11/01/34		2,204,355
	19,040	Federal Home Loan Mortgage Corp., Pool #755183, 10.046%, due 12/01/15		19,626
	155,945	Federal Home Loan Mortgage Corp., Pool #755363, 4.062%, due 09/01/30		160,103
	164,682	Federal Home Loan Mortgage Corp., Pool #789924, 4.804%, due 11/01/32		168,222
	7,228	Federal Home Loan Mortgage Corp., Pool #846317, 3.771%, due 08/01/26		7,286
	71,310	Federal Home Loan Mortgage Corp., Pool #846510, 3.981%, due 04/01/25		74,960
	130,068	Federal Home Loan Mortgage Corp., Pool #846732, 3.973%, due 01/01/30		132,833
	21,137,745	Federal Home Loan Mortgage Corp., Pool #A79305, 5.5%, due 07/01/38		21,922,483
	15,584,071	Federal Home Loan Mortgage Corp., Pool #A81950, 5%, due 09/01/38		15,955,280
	72,743,561	Federal Home Loan Mortgage Corp., Pool #A86316, 5%, due 05/01/39		74,475,767
	17,145,675	Federal Home Loan Mortgage Corp., Pool #A86788, 5%, due 06/01/39		17,552,366
	102,745	Federal Home Loan Mortgage Corp., Pool #B15322, 5%, due 07/01/19		107,400
	105,301	Federal Home Loan Mortgage Corp., Pool #B15490, 5%, due 07/01/19		110,072
	262,250	Federal Home Loan Mortgage Corp., Pool #B15557, 5%, due 07/01/19		274,134
	199,020	Federal Home Loan Mortgage Corp., Pool #B15802, 5%, due 07/01/19		208,038
	551,159	Federal Home Loan Mortgage Corp., Pool #C90552, 6%, due 06/01/22		580,646
	2,556,509	Federal Home Loan Mortgage Corp., Pool #G01959, 5%, due 12/01/35		2,622,978
	16,589,679	Federal Home Loan Mortgage Corp., Pool #G08345, 5%, due 05/01/39		16,983,182
	49,855,081	Federal Home Loan Mortgage Corp., Pool #G08348, 5%, due 06/01/39		51,037,631
	4,228,310	Federal Home Loan Mortgage Corp., Pool #G11678, 4.5%, due 04/01/20		4,371,016
	11,951,597	Federal Home Loan Mortgage Corp., Pool #G12635, 5.5%, due 03/01/22		12,537,972
	13,065,854	Federal Home Loan Mortgage Corp., Pool #G12702, 4.5%, due 09/01/20		13,547,658
	14,897,656	Federal Home Loan Mortgage Corp., Pool #G13390, 6%, due 01/01/24		15,810,137
	91,037	Federal Home Loan Mortgage Corp., Pool #G30194, 6.5%, due 04/01/21		97,743
	30,521,071	Federal Home Loan Mortgage Corp., Pool #G30450, 6%, due 01/01/29		32,085,276
	31,662,410	Federal Home Loan Mortgage Corp., Pool #G30452, 6%, due 10/01/28		33,456,163
	42,244,262	Federal Home Loan Mortgage Corp., Pool #G30454, 5%, due 05/01/29		43,413,900
	4,328,995	Federal Home Loan Mortgage Corp., Pool #H82001, 5.5%, due 07/01/37		4,481,851
	18,450,545	Federal Home Loan Mortgage Corp., Pool #N70081, 5.5%, due 07/01/38		18,951,016

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	60,283	Federal National Mortgage Association, Pool #124410, 3.796%, due 07/01/22	$	61,713
	285,590	Federal National Mortgage Association, Pool #254369, 6%, due 06/01/12		298,285
	682,553	Federal National Mortgage Association, Pool #254442, 5.5%, due 09/01/17		721,160
	1,888,417	Federal National Mortgage Association, Pool #254634, 5.5%, due 02/01/23		1,966,314
	48,341,365	Federal National Mortgage Association, Pool #257014, 6%, due 12/01/37		50,676,078
	16,144,772	Federal National Mortgage Association, Pool #257097, 5.5%, due 02/01/38		16,626,088
	50,214,804	Federal National Mortgage Association, Pool #257536, 5%, due 01/01/29		51,845,612
	5,456	Federal National Mortgage Association, Pool #303786, 7.5%, due 02/01/11		5,570
	53,176	Federal National Mortgage Association, Pool #348025, 3.045%, due 06/01/26		53,613
	6,772,170	Federal National Mortgage Association, Pool #555811, 4%, due 10/01/18		6,935,125
	260,642	Federal National Mortgage Association, Pool #655819, 4.117%, due 08/01/32		267,723
	190,824	Federal National Mortgage Association, Pool #661856, 4.912%, due 10/01/32		198,634
	2,389,652	Federal National Mortgage Association, Pool #671133, 5.2%, due 02/01/33		2,468,382
	417,342	Federal National Mortgage Association, Pool #672272, 5%, due 12/01/32		428,686
	1,065,163	Federal National Mortgage Association, Pool #676766, 4.683%, due 01/01/33		1,091,007
	1,000,778	Federal National Mortgage Association, Pool #687847, 4.511%, due 02/01/33		1,025,295
	2,398,636	Federal National Mortgage Association, Pool #692104, 5.051%, due 02/01/33		2,469,532
	2,001,728	Federal National Mortgage Association, Pool #699866, 4.381%, due 04/01/33		2,050,769
	1,149,367	Federal National Mortgage Association, Pool #704454, 4.241%, due 05/01/33		1,171,876
	1,150,638	Federal National Mortgage Association, Pool #708820, 4.646%, due 06/01/33		1,188,057
	3,374,030	Federal National Mortgage Association, Pool #725275, 4%, due 02/01/19		3,455,217
	1,385,502	Federal National Mortgage Association, Pool #728824, 3.959%, due 07/01/33		1,417,367
	3,936,778	Federal National Mortgage Association, Pool #734384, 5.5%, due 07/01/33		4,097,201
	221,854	Federal National Mortgage Association, Pool #785677, 5%, due 07/01/19		232,046
	1,271,364	Federal National Mortgage Association, Pool #821915, 2.927%, due 06/01/35		1,302,122
	12,833,152	Federal National Mortgage Association, Pool #838765, 5.21%, due 10/01/35		13,339,805
	14,103,695	Federal National Mortgage Association, Pool #888593, 7%, due 06/01/37		15,337,769
	72,829,561	Federal National Mortgage Association, Pool #931368, 4.5%, due 06/01/29		73,644,342
	45,012,060	Federal National Mortgage Association, Pool #934103, 5%, due 07/01/38		45,839,156
	19,527,115	Federal National Mortgage Association, Pool #955802, 6%, due 10/01/37		20,493,707
	38,933,306	Federal National Mortgage Association, Pool #957876, 4.969%, due 05/01/18		40,475,313
	40,376,407	Federal National Mortgage Association, Pool #979563, 5%, due 04/01/28		41,514,517
	17,390,752	Federal National Mortgage Association, Pool #995040, 5%, due 06/01/23		18,075,513
	32,338,240	Federal National Mortgage Association, Pool #995195, 5%, due 04/01/38		32,892,033
	42,284,466	Federal National Mortgage Association, Pool #995425, 6%, due 01/01/24		44,921,959
	31,207,017	Federal National Mortgage Association, Pool #995745, 6.5%, due 01/01/49		33,198,981
	81,430,264	Federal National Mortgage Association, Pool #995953, 6%, due 11/01/28		85,476,330
	53,495,206	Federal National Mortgage Association, Pool #995954, 6%, due 03/01/29		56,153,249
	27,300,440	Federal National Mortgage Association, Pool #AA3303, 5.5%, due 06/01/38		28,046,083
	34,132,879	Federal National Mortgage Association, Pool #AA7048, 5%, due 04/01/39		34,622,507
	89,478,885	Federal National Mortgage Association, Pool #MA0115, 4.5%, due 07/01/29		90,479,930
	58,743,054	Federal National Mortgage Association, Pool #MA0133, 5%, due 06/01/39		59,585,710

See accompanying notes to Schedule of Investments.

Principal Amount		Fixed Income Securities	Value
$	35,000,000	Federal National Mortgage Association, Pool #MA0140, 4.5%, due 08/01/29	$	35,391,562
	62,000,000	Federal National Mortgage Association, Pool #MA0142, 4%, due 08/01/29		61,135,875
	70,000,000	Federal National Mortgage Association, Pool #MA0181, 4.5%, due 08/01/39		69,267,187
	80,000,000	Federal National Mortgage Association, TBA, 4.5%(3)		80,775,000
	70,000,000	Federal National Mortgage Association, TBA, 4.5%(3)		69,759,410
	102,428	Government National Mortgage Association II, Pool #631684, 7%, due 08/20/34		109,316
	112,514	Government National Mortgage Association II, Pool #631700, 7%, due 09/20/34		120,080
	1,272,429	Government National Mortgage Association II, Pool #80963, 4.625%, due 07/20/34		1,289,110
		Total U.S. Government Agency Obligations (Cost: $1,569,765,581)		1,587,348,010
		Total Fixed Income Securities (Cost: $6,544,278,564) (91.3%)		6,819,417,268
		Short-Term Investments
	99,000,000	Federal Home Loan Bank Discount Note, 0.01%, due 08/28/09		98,988,385
	88,000,000	Federal Home Loan Bank Discount Note, 0.07%, due 08/13/09		87,996,880
	45,000,000	Federal Home Loan Bank Discount Note, 0.07%, due 08/10/09		44,999,213
	50,000,000	Federal Home Loan Bank Discount Note, 0.14%, due 08/25/09		49,995,333
	42,000,000	Federal Home Loan Bank Discount Note, 0.15%, due 08/21/09		41,996,500
	86,138,000	Federal Home Loan Bank Discount Note, 0.16%, due 08/31/09		86,127,108
	25,000,000	Federal Home Loan Bank Discount Note, 0.16%, due 08/26/09		24,997,222
	38,500,000	Federal Home Loan Bank Discount Note, 0.16%, due 08/05/09		38,499,316
	16,000,000	Federal Home Loan Bank Discount Note, 0.17%, due 08/17/09		15,998,791
	118,000,000	Federal Home Loan Mortgage Corp. Discount Note, 0.12%, due 08/18/09		117,993,313
	62,000,000	Federal Home Loan Mortgage Corp. Discount Note, 0.14%, due 08/24/09		61,994,454
	50,000,000	Federal Home Loan Mortgage Corp. Discount Note, 0.175%, due 08/17/09		49,996,111
	66,000,000	Federal Home Loan Mortgage Corp. Discount Note, 0.18%, due 08/03/09		65,999,340
	50,000,000	Federal National Mortgage Association Discount Note, 0.14%, due 09/14/09		49,991,444
	75,000,000	Federal National Mortgage Association Discount Note, 0.15%, due 09/01/09		74,990,313
	114,700,000	Federal National Mortgage Association Discount Note, 0.16%, due 08/13/09		114,693,769
	989,514	Repurchase Agreement, State Street Bank & Trust Company, 0.02%, due 08/03/09 (collateralized by $1,015,000, U.S. Treasury Bill, 0.23%, due 12/24/09 valued at $1,014,087) (Total Amount to be Received Upon Repurchase $989,515)		989,514
		Total Short-Term Investments (Cost: $1,026,247,006) (13.7%)		1,026,247,006
		Total Investments (Cost: $7,570,525,570) (105.0%)		7,845,664,274
		Liabilities in Excess of Other Assets (-5.0%)		(371,418,733	)
		Net Assets (100.0%)	$	7,474,245,541

See accompanying notes to Schedule of Investments.

Notes to the Schedule of Investments:

I/F	-	Inverse Floating rate security whose interest rate moves in the opposite direction of prevailing interest rates.
I/O	-	Interest Only Security.
PAC	-	Planned Amortization Class.
P/O	-	Principal Only Security.
TAC	-	Target Amortization Class.

(1) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2009, the value of these securities amounted to $154,850,858 or 2.1% of net assets. These securities are determined to be liquid by the Advisor, unless otherwise noted, under procedures established by and under the general supervision of the Fund’s Board of Directors.

(2) Fair valued security using procedures established by and under the general supervision of the Company’s Board of Directors (Note 2).

(3) Security purchased on a forward commitment with an approximate principal amount. The actual principal amount and maturity date will be determined upon settlement when the security is delivered.

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Total Return Bond Fund

Investments by Industry (Unaudited) July 31, 2009

Industry	Percentage of Net Assets
Private Mortgage-Backed Securities	40.4
U.S. Government Agency Obligations	50.9
Short-Term Investments	13.7
Total	105.0	%

See accompanying notes to Schedule of Investments.

FIXED INCOME FUNDS

TCW Funds, Inc.

Notes to Schedules of Investments (Unaudited) July 31, 2009

Note 1 – Organization

TCW Funds, Inc., a Maryland corporation (the “Company”), is an open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), that currently offers 20 no-load mutual funds (the “Funds”). TCW Investment Management Company (the “Advisor”) is the investment advisor to the Funds and is registered under the Investment Advisors Act of 1940. Each Fund has distinct investment objectives. The following are the objectives for the 6 Fixed Income Funds that are covered in this report:

TCW Fund	Investment Objective
Diversified Money Market Fund
TCW Money Market Fund	Seeks current income, preservation of capital and liquidity by investing in high credit quality, short-term money market securities.
Diversified Fixed Income Funds
TCW Core Fixed Income Fund	Seeks to maximize current income and achieve above average total return consistent with prudent investment management over a full market cycle by investing in fixed income securities.
TCW High Yield Bond Fund	Seeks to maximize current income and achieve above average total return consistent with reasonable risk over a full market cycle by investing in high yield bonds, commonly known as “junk” bonds.
TCW Short Term Bond Fund	Seeks to maximize current income by investing in mortgage-backed securities guaranteed by, or secured by collateral which is guaranteed by, the United States Government, its agencies, instrumentalities or its sponsored corporations, or privately issued mortgage-backed securities rated Aa or higher by Moody’s or AA or higher by S&P.
TCW Total Return Bond Fund	Seeks to maximize current income and achieve above average total return consistent with prudent investment management over a full market cycle by investing in mortgage-backed securities guaranteed by, or secured by collateral which is guaranteed by, the United States Government, its agencies, instrumentalities or its sponsored corporations, or privately issued mortgage-backed securities rated Aa or higher by Moody’s or AA or higher by S&P.
Non-Diversified Fixed Income Fund
TCW Emerging Markets Income Fund	Seeks high total return from current income and capital appreciation by investing in debt securities issued by emerging market country governments, their agencies or instrumentalities, or emerging market private corporate issuers.

Note 2 – Significant Accounting Policies

The following is a summary of significant accounting policies, which are in conformity with accounting principles generally accepted in the United States of America and which are consistently followed by the Funds in the preparation of their schedules of investments.

Security Valuations: Securities listed or traded on the New York, American or other stock exchanges are valued at the latest sale price on that exchange (if there were no sales that day, the security is valued at the latest bid price). All other securities for which over-the-counter market quotations are readily available are valued at the latest bid price.

The value of securities held in the TCW Money Market Fund, as well as short-term debt securities in other Fixed Income Funds with remaining maturities of 60 days or less at the time of purchase, is determined by using the amortized cost method applied to each individual security which approximates market value.

Other short-term debt securities, other than those securities identified in the preceding paragraph, are valued on a marked-to-market basis until such time as they reach a remaining maturity of 60 days, whereupon they are valued at amortized value using their value on the 61st day prior to maturity.

Securities for which market quotations are not readily available, including circumstances under which it is determined by the Advisor that sale, bid or amortized cost prices are not reflective of a security’s market value, are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Company’s Board of Directors.

The Funds adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective November 1, 2008. FAS 157 defines fair value as the price that the Funds would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Funds also adopted FASB Staff Position No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP 157-4”), effective January 1, 2009. FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased as well as guidance for identifying circumstances that indicate a transaction is not orderly.

The following is a summary of the inputs used as of July 31, 2009 in valuing the Funds’ investments:

TCW Money Market Fund

Assets Valuation Input

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Commercial Paper	$	—	$	29,082,953	$	—	$	29,082,953
Corporate Fixed Income Securities		—		120,631,490		—		120,631,490
Money Market Investments		21,911,000		—		—		21,911,000
Repurchase Agreements		—		48,017,096		—		48,017,096
Total Short-Term Investments		21,911,000		197,731,539		—		219,642,539
Total Investments		21,911,000		197,731,539		—		219,642,539
Total	$	21,911,000	$	197,731,539	$	—	$	219,642,539

TCW Core Fixed Income Fund

Assets Valuation Input

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Corporate Bonds
Aerospace & Defense	$	—	$	449,235	$	—	$	449,235
Apparel Retailers		—		59,700		—		59,700
Automotive		—		893,175		—		893,175
Banking		—		7,129,900		—		7,129,900
Beverages, Food & Tobacco		—		2,944,421		—		2,944,421
Building Materials		—		78,225		—		78,225
Chemicals		—		771,286		—		771,286
Coal		—		94,312		—		94,312
Commercial Services		—		967,662		—		967,662
Communications		—		274,862		—		274,862
Computer & Data Processing Services		—		188,077		—		188,077
Computer Integrated Systems Design		—		124,500		—		124,500
Computers & Information		—		443,048		—		443,048
Cosmetic & Personal Care		—		298,934		—		298,934
Data Processing & Preparation		—		46,338		—		46,338
Electric Utilities		—		3,743,624		—		3,743,624
Electrical Equipment		—		25,000		—		25,000
Electronics		—		757,135		—		757,135
Entertainment & Leisure		—		1,040,865		—		1,040,865
Financial Services		—		2,871,890		—		2,871,890
Food Retailers		—		642,114		—		642,114
Forest Products & Paper		—		909,950		—		909,950
Healthcare Providers		—		1,301,975		—		1,301,975
Heavy Machinery		—		275,714		—		275,714
Home Construction, Furnishings & Appliances		—		469,567		—		469,567
Hotels, Restaurants & Leisure		—		74,259		—		74,259
Household Durables		—		29,475		—		29,475
Industrial - Diversified		—		24,075		—		24,075
Insurance		—		1,537,143		—		1,537,143
Lodging		—		750,751		—		750,751
Media - Broadcasting & Publishing		—		1,483,122		—		1,483,122
Medical Supplies		—		704,430		—		704,430
Metals		—		1,006,117		—		1,006,117
Oil & Gas		—		3,801,637		—		3,801,637
Other		—		156,000		—		156,000
Pharmaceuticals		—		1,522,571		—		1,522,571
Radio Telephone Communications		—		404,482		—		404,482
Real Estate		—		873,466		—		873,466
Restaurants		—		81,450		—		81,450
Retailers		—		1,655,650		—		1,655,650
Telephone Communications, exc. Radio		—		1,061,139		—		1,061,139
Telephone Systems		—		927,026		—		927,026
Trading Companies & Distributors		—		189,625		—		189,625
Transportation		—		649,785		—		649,785
Total Corporate Bonds		—		43,733,712		—		43,733,712
Collateralized Mortgage Obligations		—		102,160,336		—		102,160,336
Foreign Government Bonds & Notes		—		4,609,008		—		4,609,008
U.S. Government Agency Obligations		—		22,824,853		—		22,824,853
U.S. Treasury Bonds		11,853,979		—		—		11,853,979
U.S. Treasury Notes		26,052,250		—		—		26,052,250
Total Fixed Income Securities		37,906,229		173,327,909		—		211,234,138
Equity Securities
Common Stock		6,050		—		5		6,055
Total Equity Securities		6,050		—		5		6,055
Short-Term Investments		—		11,048,682		—		11,048,682
Total Investments		37,912,279		184,376,591		5		222,288,875
Total	$	37,912,279	$	184,376,591	$	5	$	222,288,875

TCW Emerging Markets Income Fund

Assets Valuation Input

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Australia	$	—	$	888,750	$	—	$	888,750
Brazil		—		5,600,659		—		5,600,659
Canada		—		1,003,500		—		1,003,500
Chile		—		514,679		—		514,679
China		—		426,088		—		426,088
Colombia		—		2,001,825		—		2,001,825
Dominican Republic		—		1,333,811		—		1,333,811
Egypt		—		203,164		—		203,164
El Salvador		—		2,927,500		—		2,927,500
Hong Kong		—		1,945,360		—		1,945,360
India		—		744,000		—		744,000
Indonesia		—		1,681,118		—		1,681,118
Israel		—		970,526		—		970,526
Kazakhstan		—		3,189,630		—		3,189,630
Luxembourg		—		1,015,947		—		1,015,947
Mexico		—		6,657,500		—		6,657,500
Poland		—		531,250		—		531,250
Qatar		—		1,587,500		—		1,587,500
Russia		—		6,080,807		—		6,080,807
Singapore		—		772,250		—		772,250
South Africa		—		2,371,000		—		2,371,000
South Korea		—		947,095		—		947,095
Switzerland		—		2,424,150		—		2,424,150
Trinidad And Tobago		—		171,000		—		171,000
Tunisia		—		540,000		—		540,000
Turkey		—		1,168,750		—		1,168,750
Ukraine		—		335,500		—		335,500
United Arab Emirates		—		1,800,593		—		1,800,593
Short-Term Investments		—		3,211,962		—		3,211,962
Total Investments		—		53,045,914		—		53,045,914
Total	$	—	$	53,045,914	$	—	$	53,045,914

TCW High Yield Bond Fund

Assets Valuation Input

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Apparel Retailers	$	—	$	497,500	$	—	$	497,500
Automotive		—		1,912,812		—		1,912,812
Banking		—		1,699,755		—		1,699,755
Beverages, Food & Tobacco		—		1,496,125		—		1,496,125
Building Materials		—		782,250		—		782,250
Chemicals		—		1,845,125		—		1,845,125
Coal		—		216,563		—		216,563
Commercial Services		—		4,168,600		—		4,168,600
Communications		—		1,721,838		—		1,721,838
Computer & Data Processing Services		—		545,000		—		545,000
Computer Integrated Systems Design		—		1,037,500		—		1,037,500
Computers & Information		—		1,099,688		—		1,099,688
Data Processing & Preparation		—		1,242,688		—		1,242,688
Electric Utilities		—		9,016,823		—		9,016,823
Electrical Equipment		—		375,000		—		375,000
Electronics		—		1,214,125		—		1,214,125
Entertainment & Leisure		—		3,768,661		—		3,768,661
Financial Services		—		3,845,500		—		3,845,500
Forest Products & Paper		—		5,533,687		—		5,533,687
Healthcare Providers		—		5,872,625		—		5,872,625
Home Construction, Furnishings & Appliances		—		3,622,419		—		3,622,419
Hotels, Restaurants & Leisure		—		544,569		—		544,569
Industrial - Diversified		—		280,875		—		280,875
Insurance		—		408,000		—		408,000
Lodging		—		4,287,469		—		4,287,469
Media - Broadcasting & Publishing		—		4,299,580		—		4,299,580
Medical Supplies		—		2,854,625		—		2,854,625
Metals		—		5,810,353		—		5,810,353
Oil & Gas		—		15,086,275		—		15,086,275
Other		—		520,000		—		520,000
Pharmaceuticals		—		103,000		—		103,000
Radio Telephone Communications		—		895,000		—		895,000
Real Estate		—		1,419,250		—		1,419,250
Restaurants		—		520,375		—		520,375
Retailers		—		4,061,687		—		4,061,687
Telephone Communications, exc. Radio		—		5,553,000		—		5,553,000
Telephone Systems		—		1,934,375		—		1,934,375
Trading Companies & Distributors		—		1,711,250		—		1,711,250
Transportation		—		614,889		—		614,889
Total Corporate Bonds		—		102,418,856		—		102,418,856
Equity Securities		546,892		60,994		91		607,977
Short-Term Investments		—		7,461,998		—		7,461,998
Total Investments		546,892		109,941,848		91		110,488,831
Total	$	546,892	$	109,941,848	$	91	$	110,488,831

TCW Short Term Bond Fund

Assets Valuation Input

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Collateralized Mortgage Obligations	$	—	$	41,900,928	$	—	$	41,900,928
U.S. Government Agency Obligations		—		25,961,621		—		25,961,621
Total Fixed Income Securities		—		67,862,549		—		67,862,549
Short-Term Investments		—		6,709,623		—		6,709,623
Total Short-Term Investments		—		6,709,623		—		6,709,623
Total Investments		—		74,572,172		—		74,572,172
Total	$	—	$	74,572,172	$	—	$	74,572,172

TCW Total Return Bond Fund

Assets Valuation Input

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Collateralized Mortgage Obligations	$	—	$	5,232,069,258	$	—	$	5,232,069,258
U.S. Government Agency Obligations		—		1,587,348,010		—		1,587,348,010
Total Fixed Income Securities		—		6,819,417,268		—		6,819,417,268
Short-Term Investments		—		1,026,247,006		—		1,026,247,006
Total Investments		—		7,845,664,274		—		7,845,664,274
Total	$	—	$	7,845,664,274	$	—	$	7,845,664,274

Treasury Temporary Guarantee Program: The Company, on behalf of the TCW Money Market Fund, applied to participate in the U.S. Treasury Temporary Guarantee Program for Money Market Funds (the “Program”) on October 1, 2008. The Program is designed to provide certain shareholders of the Fund with a guarantee of a $1.00 net asset value price per share based on the number of shares held by the shareholder in the Fund as of the close of business on September 19, 2008. The guarantee under the Program is triggered if the Fund’s net asset value falls below $0.995 and the Fund commences the process of liquidation. Any increase in the number of shares a shareholder owns after the close of business on September 19, 2008 will not be guaranteed. If the number of shares a shareholder holds fluctuates over the period, the shareholder will be covered for either the number of shares held as of the close of business on September 19, 2008, or the amount held by the shareholder as of the date of a guarantee event, whichever is less. If a shareholder closes his/her account with the Fund or with a broker-dealer, any future investment in the Fund will not be guaranteed.

To participate in the Program, the Fund paid (i) an initial non-refundable participation fee, which amounted to 0.01% of the value of the Fund’s outstanding shares on September 19, 2008 (valued at $1.00 per share) and (ii) two subsequent non-refundable fees to continue participation in the Program which each amounted to 0.015% of the value of the Fund’s outstanding shares on September 19, 2008 (valued at $1.00 per share). The initial fee covered the three months of participation in the Program and the subsequent fee covered participation in the Program until April 30, 2009, and September 18, 2009, respectively. The fees are amortized over the duration of the Program over the respective periods. Recovery under the Program is subject to certain conditions and limitations. Payments under the Program, if any, will be made on a first-come-first-serve basis and only to the extent of available assets at the U.S. Treasury’s Exchange Stabilization Fund.

Repurchase Agreements: The Funds may invest in repurchase agreements secured by U.S. Government obligations and by other securities. Securities pledged as collateral for repurchase agreements are held by the Funds’ custodian bank or designated subcustodians under tri-party repurchase agreements until maturity of the repurchase agreements. Provisions of the agreements ensure that the market value of the collateral is sufficient in the event of default; however, in the event of default or bankruptcy by the other party to the agreements, realization and/or retention of the collateral may be subject to legal proceedings.

Reverse Repurchase Agreements: All Fixed Income Funds, except the TCW High Yield Bond Fund, may enter into reverse repurchase agreements. Reverse repurchase agreements involve sales by a Fund of portfolio securities concurrently with an agreement by the Fund to repurchase the same securities at a later date for a fixed price. Generally, the effect of such a transaction is that the Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while it will be able to keep the interest income associated with those portfolio securities. Such transactions are only advantageous if the interest cost to the Fund of the reverse repurchase transaction is less than the cost of otherwise obtaining the cash. There were no reverse repurchase agreements outstanding at July 31, 2009.

Security Lending: The Funds may lend their securities to qualified brokers. The loans are collateralized at all times primarily with cash although the Funds can accept money market instruments or U.S. government securities with a market value at least equal to the market value of the securities on loan. As with any extensions of credit, the Funds may bear the risk of delay in recovery or even loss of rights in the collateral if the borrowers of the securities fail financially. The Funds earn additional income for lending their securities by investing the cash collateral in short-term investments. There were no outstanding securities on loan at July 31, 2009.

Note 3 – Federal Income Taxes

It is the policy of each Fund to comply with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net taxable income, including any net realized gains on investments, to its shareholders. Therefore, no federal income tax provision is required.

At July 31, 2009, net unrealized appreciation (depreciation) on investments for federal income tax purposes was as follows (amounts in thousands):

	TCW Core Fixed Income Fund			TCW Emerging Markets Income Fund			TCW High Yield Bond Fund			TCW Short Term Bond Fund			TCW Total Return Bond Fund
Unrealized Appreciation	$	14,151		$	3,090		$	6,534		$	575		$	482,349
Unrealized (Depreciation)		(5,971	)		(763	)		(4,270	)		(11,050	)		(207,210	)
Net Unrealized Appreciation (Depreciation)	$	8,180		$	2,327		$	2,264		$	(10,475	)	$	275,139
Cost of Investments for Federal Income Tax Purposes	$	214,109		$	50,719		$	108,225		$	85,047		$	7,570,525

The Funds are subject to the provisions of FASB Interpretation No. 48 (“FIN 48”) Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Funds did not have any unrecognized tax benefits at July 31, 2009, nor were there any increases or decreases in unrecognized tax benefits for the nine months ended July 31, 2009. The Funds are subject to examination by U.S. federal and state tax authorities for returns filed for the prior three and four fiscal years, respectively.

Note 4 – Restricted Securities

The Funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. There were no restricted securities (excluding 144A issues) at July 31, 2009.

Note 5 – Subsequent Events

In accordance with the provisions set forth in FASB SFAS No. 165 Subsequent Events, adopted by the Funds as of July 31, 2009, the Advisor has evaluated the possibility of subsequent events existing in this report through September 21, 2009. The Advisor has determined that there are no material events that would require disclosure in this report through this date.

Item 2. Controls and Procedures.

(a) The Registrant’s Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) were effective as of a date within 90 days prior to the filing date of this report (the “Evaluation Date”), based on their evaluation of the effectiveness of the Registrant’s disclosure controls and procedures as of the Evaluation Date.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3. Exhibits.

(a) Certification of Chief Executive Officer and Chief Financial Officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as Exhibit 99CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) TCW Funds, Inc.

By (Signature and Title)	/s/    Ronald R. Redell
	Ronald R. Redell President and Chief Executive Officer
Date 9/21/2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)	/s/    Ronald R. Redell
	Ronald R. Redell President and Chief Executive Officer
Date 9/21/2009
By (Signature and Title)	/s/    David S. DeVito
	David S. DeVito Treasurer and Chief Financial Officer
Date 9/21/2009

EX-99.CERT

EX-99.CERT

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

I, Ronald R. Redell, certify that:

1. I have reviewed this report on Form N-Q of TCW Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report, fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 9/21/2009	/s/    Ronald R. Redell
	Ronald R. Redell President and Chief Executive Officer

EX-99.CERT

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

I, David S. DeVito, certify that:

1. I have reviewed this report on Form N-Q of TCW Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report, fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 9/21/2009	/s/    David S. DeVito
	David S. DeVito Treasurer and Chief Financial Officer