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Quorum and Adjournment/Required Vote

Forty percent (40%) of the outstanding shares of a Fundthe Trust on the Record Date, represented in person or by proxy, must be present to constitute a quorum for that Fund with respect to the Proposal.proposal presented. If a quorum for a Fund is not present or represented by proxy at the Meeting, the holders of a majority of the shares of that Fund present in person or by proxy willshall have the power to adjourn the Meeting to a later date, without notice other than announcement at the Meeting, until a quorum isshall be present or represented. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Trust to act as inspectors of election for the Meeting.

The affirmative vote

A plurality of a “majority of the outstanding voting securities” of a Fund present in person or by proxy and votingshares voted is necessary to approveelect each Trustee, meaning that the New Agreement with respectnominee receiving more votes relative to any other nominee running against that Fund.person will be elected.

A “majority of the outstanding voting securities” of a Fund means the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting, if more than 50% of the outstanding voting securities of the Fund are represented at the Meeting in person or by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund.

The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent the number of votes equal to that share’s net asset value on the Record Date.

Shareholder Reports

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If a quorum is present but sufficient votes in favor of the Proposal with respect to a Fund are not received by the time scheduled for the Meeting, a person named as a proxy may propose one or more adjournments of the Meeting with respect to the Fund to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy at the session of the Meeting adjourned. The persons named as proxies will vote in favor of or against such adjournment in proportion to the proxies received for or against the Proposal. Abstentions and broker non-votes will be disregarded for purposes of any vote on whether to adjourn the Meeting.

The Board knows of no business other than that specifically mentioned in the Notice of Special Meeting of Shareholders that will be presented for consideration at the Meeting. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on Wednesday, November 28, 2012. This Proxy Statement and the Trust’s most recent annual report are available on the Internet at http://www.tcw.com andhttp://www.mwamllc.com.The Trust will furnish, without charge, a copy of its annual report, for the fiscal year ended March 31, 2012,2023, and the most recent semi-annual report for the six months ended September 30, 2023, to any shareholder upon request. Shareholders may obtain a copy of the annual report and semi-annual report by contacting Metropolitan West Fundsthe Trust at 865515 South FigueroaFlower Street, Los Angeles, California 9001790071 or by calling (800) 241-4671.

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Shareholders of each Fund are being asked to approve a new investment management agreement (the “New Agreement”) with Metropolitan West Asset Management, LLC, each Fund’s current investment adviser (the “Adviser”).

The Adviserpurpose of this proposal is to elect the Board of Trustees of the Trust who will assume office immediately upon election by shareholders. The Board is currently servescomprised of six members identified below. At a Board of Trustees meeting held on December 11, 2023, the Board unanimously nominated nine individuals (each a “Nominee”) to serve as Trustees of the investment adviserTrust. The Board nominated all six current Trustees for re-election as Trustees. In addition, the Board nominated three Nominees for election who do not currently serve on the Board (each a “New Nominee”). Each Nominee has agreed to stand for election, serve if elected and hold office until his or her successor has been duly elected and qualified.

The following schedule sets forth certain information regarding each Fund under an Investment Management Agreement (the “Current Agreement”)Nominee, including his or her age, address and any positions with the Trust, the length of time he or she has served as Trustee, if applicable, the Nominee’s principal occupations during the past five years (his or her titles may have varied during the period), the total number of separate portfolios in the fund complex the Nominee would oversee if elected, and certain other board memberships held by the Nominee during the past five years.

Nominees who are not “interested persons” of the Trust (as that term is expected to automatically terminate as a result of its deemed “assignment” underdefined in the Investment Company Act of 1940, as amended (the “Investment Company“1940 Act”). The expected change in ownership of The TCW Group, Inc. (“TCW”), the parent company of the Adviser, would technically cause that assignment and subsequent termination. The New Agreement has substantively the same terms as the Current Agreement, including the same fees. Subject to obtaining approval of the New Agreement for the Funds, the Adviser would continue to act as the investment adviser to the Funds, with no break in the continuity of its investment advisory services to the Funds. No changes are expected in the services provided to the Funds or in the personnel providing those services. If approved, the New Agreement would take effect on the consummation of the change of control of TCW, as described below.

The Change of Control

Private equity funds managed by affiliates of The Carlyle Group L.P. (“Carlyle”), in partnership with TCW management, recently signed a definitive agreement to purchase a majority interest in TCW from Société Générale Holding de Participations, S.A. (“SGHP”), a wholly owned subsidiary of Société Générale, S.A. (“SGSA”) (that transaction isare referred to as the “Transaction”).

Carlyle, a publicly traded Delaware limited partnership, is one of the world’s largest global alternative asset management firms that originates, structures and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed assets, mezzanine debt and other investment opportunities. Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, collateralized loan obligation issuers, hedge funds and other investment products sponsored by it for the investment of client assets in the normal course of business. As of June 30, 2012, Carlyle and its affiliates managed more than $156 billion in assets across 99 funds and 63 fund-of-funds vehicles.

Carlyle will be making its investment in TCW primarily through two of its investment funds, Carlyle Partners V, L.P., a Delaware limited partnership (“CPV”), and Carlyle Global Financial Services Partners, L.P., a Cayman Islands limited

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partnership (“CGFSP” and, together with CPV, the “Carlyle Funds”). CPV conducts leveraged buyout transactions in North America in targeted industries, and CGFSP invests in management buyouts, growth capital opportunities and strategic minority investments in financial services. The Carlyle Funds“Independent Trustees.” Nominees who are privately offered pooled investment vehicles with their principal place of business at 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, DC 20004. The general partners of each of the Carlyle Funds (TC Group V, L.P. and TCG Financial Services L.P., respectively), which are responsible for the day-to-day management and oversight of those funds, are affiliates of Carlyle.

Currently, SGHP owns 74.47% of the voting securities of TCW. Immediately prior to the closing of the Transaction, SGHP will acquire the equity of TCW held by Amundi, which represents approximately 19% of the voting securities of TCW. As a result of the Transaction, the ownership interest of TCW management in the equity of TCW will increase from approximately 17% to up to 40%, on a fully diluted basis, with the Carlyle Funds and other investment funds managed by affiliates of Carlyle owning the balance of TCW’s voting securities.

TCW management expects that, subject to the approval of the New Agreement, the Adviser will continue to act as investment adviser to the Funds. The Transaction is expected to close as soon as practicable following satisfaction or waiver of the conditions to closing of the Transaction, which is estimated to be no later than the end of the first quarter of 2013.

As a result of the Transaction, a limited purpose broker-dealer that serves only as a placement agent for interests in various private funds managed by Carlyle and its affiliates will be classified as an affiliate of the Trust. That broker-dealer will not execute any transactions for the Funds, or any other advisory clients of the Adviser or TCW, and its affiliation will not create any conflict of interest for the Adviser in the course of providing services to the Funds.

The Current Agreement

The Current Agreement dated March 31, 2010 between the Trust, on behalf of each Fund (except for the Unconstrained Bond Fund), and the Adviser was originally approved in person by the Board, including a majority of the Independent Trustees (defined below), at a meeting held on January 11, 2010, and by each Fund’s shareholders on March 31, 2010 (and April 9, 2010 for the Strategic Income Fund and the Intermediate Bond Fund). The Current Agreement was submitted for shareholder approval because the then-existing investment management agreement was expected to terminate as a result of the TCW’s purchase of a majority interest in the Adviser. The Current Agreement has remained substantially unchanged since that shareholder approval, except for the addition of the Unconstrained Bond Fund that was approved by the Board on September 19, 2011. At a meeting held on May 21, 2012, the Board extended the term of the Current Agreement, which was already renewed in 2011, until September 30, 2012 with respect to each Fund except the Unconstrained Bond Fund,

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which was still within its initial term. At a meeting held on September 10, 2012, the Board extended the term of the Current Agreement until the earlier of September 30, 2013 and the date on which the Current Agreement would otherwise terminate as a result of its deemed assignment under the Investment Company Act resulting from the closing of the Transaction.

Under the Current Agreement, the Trust appointed the Adviser to provide investment advice and management services with respect to the assets of the Funds. In connection with these investment management services, the Adviser agreed to supervise the Funds’ investments in accordance with the investment objectives, programs, and restrictions of the Funds as provided in the Trust’s governing documents, including the Trust’s Agreement and Declaration of Trust and Bylaws and in such other limitations as the Trustees may impose from time to time in writing to the Adviser. The Current Agreement requires that the Adviser: (i) furnish the Funds with advice and recommendations with respect to the investment of the Funds’ assets and the purchase and sale of portfolio securities for the Funds, including the taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the Funds with reports, statements, and other data on securities, economic conditions, and other pertinent subjects that the Trust’s Board of Trustees may reasonably request; (iii) manage the investments of the Funds, subject to the ultimate supervision and direction of the Board; (iv) provide persons satisfactory to the Board to act as officers and employees“interested persons” of the Trust as defined in the 1940 Act are referred to as “Interested Trustees.”

The following table sets forth certain information regarding the Nominees. The mailing address of each Trustee and the Funds (such officers and employees, as well as certain trustees, may be trustees, directors, officers, partners, or employeesexecutive officer of the Adviser or its affiliates) but not including personnel to provide limited administrativeTrust is 515 South Flower Street, Los Angeles, California 90071.

OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES

Board Meetings and Standing Committees

During the Funds not typically provided by the Funds’ administrator under separate agreement; and (v) render tofiscal year ended March 31, 2023, the Board met five times. Each incumbent Trustee attended at least 75% of all meetings of the Board held during the fiscal year, including the meetings of the Board’s committees on which such periodicTrustee was a member. The Trust does not hold annual shareholders meetings and, special reportstherefore, the Board does not have a policy with respectregard to each Fund’s investment activitiesTrustee attendance at such meetings.

The Board has an Audit Committee consisting of Messrs. Haden, King, McMillan, Rooney and Tarica. Mr. Rooney serves as the Board may reasonably request.

Under the Current Agreement, except as otherwise required under the Investment Company Act, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregardChairman of the obligations or duties onAudit Committee. If elected as a Trustee, the partBoard intends to appoint Ms. Rogers as Chair of the Adviser, the Adviser is not subject to liability to the Trust, the Funds, or any shareholder of any Fund for any act or omission in the course of, or connected with, rendering services or for any losses that were sustained in the purchase, holding, or sale of any security by the Funds. No change is proposed to the Adviser’s standard of care.

The Current Agreement provides that it continues from year to year with respect to each Fund so long as it is approved at least annually with respect to such Fund by a majorityAudit Committee. All of the outstanding voting securities of such Fund or by a vote of a majoritymembers of the Trustees of the Fund, including a majority of the Trustees whoAudit Committee are not “interested persons” of the Trust as defined in the 1940 Act (“Independent Trustees”). The Audit Committee reviews the scope and results of the Trust’s annual audit with the Trust’s independent registered public accountants, recommends the engagement of such accountants and approves all audit services and permissible non-audit services. The Audit Committee met two times during the fiscal year ended March 31, 2023.

The Board has a Nominating and Governance Committee consisting of all the Independent Trustees. Mr. King is Chairman of the Nominating and Governance Committee. The Nominating and Governance Committee (i) evaluates the qualifications of Board member candidates and makes nominations for Independent Trustee membership on the Board; (ii) recommends Trustee compensation for consideration by the full Board; and (iii) considers general matters of Trust governance and Board operations. The Nominating and Governance Committee met one time during the fiscal year ended March 31, 2023.

Additional Information About the Nominees

The Board took into account a variety of factors in the selection of candidates to serve as a Trustee, including the composition of the Board. Generally, no one factor was decisive in the selection of an individual to nominate for election to the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other members of the Board; and (iii) how the individual’s skills, experience, and attributes would contribute to an appropriate mix of relevant skills, experience and attributes on the Board. In addition, the Nominees also possess various other intangible qualities such as intelligence, work ethic, the ability to work together, to communicate effectively, to ask incisive questions and exercise judgment, and to oversee the business of the Trust. The Board also considered, among other factors, the particular attributes described below with respect to the various individual Nominees.

Patrick C. Haden. Mr. Haden is the President of Wilson Ave. Consulting. From July 2016 through June 2017, he served as the Senior Advisor to the President of the University of Southern California. He also currently serves on the board of directors of Auto Club, an affiliate of AAA, and as the Independent Chairman of the board of TCW Funds, Inc., a series of mutual funds, and TCW Strategic Income Fund, Inc., a publicly traded closed-end fund. Previously, he was the Athletic Director of the University of Southern California. Mr. Haden is a Rhodes Scholar and prior to August 2010 was a member of the board of trustees of the University of Southern California.

Martin Luther King III. Mr. King is a nationally prominent community leader and organizer. He has held leadership positions with various community organizations including serving as President and Chief Executive Officer of The King Center (since 1998) and as Chief Executive Officer of Realizing the Dream (since January 2006).

Megan McClellan. Ms. McClellan is Head of Corporate Strategy for TCW. In this role, she develops and implements long-term strategic plans for TCW focused on growth and innovation with President and CEO Katie Koch. Prior to joining TCW, Ms. McClellan spent more than 15 years at J.P. Morgan where she held a number of senior roles across the firm, including Global Head of Private Credit, CFO of Asset Management, and Head of U.S. Fixed Income for Wealth Management. Prior to her leadership roles, Ms. McClellan was a fixed income trader and portfolio manager. Active in the community, Ms. McClellan serves as Co-Chair for the Philips Andover Academy Development Board and as a Member of the Board of the Block Island Maritime Institute. She volunteers with the SPCA of Westchester County.

Peter McMillan. Mr. McMillan is a Co-Founder of Pacific Oak Capital Advisors, an investment advisory firm, and Co-Founder, Managing Partner and Chief Investment Officer of Temescal Canyon Partners, an investment advisory firm. He is a Co-Founder of KBS Capital Advisors, a manager of real estate investment trusts, and from 2005 through 2019, served as Executive Vice President. Mr. McMillan serves on the boards of various Pacific Oak real estate investment trusts, TCW Funds, Inc., TCW Strategic Income Fund, Inc., and TCW DL VII Financing LLC. Prior to forming Willowbrook Capital Group in 2000, Mr. McMillan served as the Executive Vice President and Chief Investment Officer of Sun America Investments, Inc. Prior to 1989, he served as Assistant Vice President for Aetna Life Insurance and Annuity Company with responsibility for the company’s fixed income portfolios.

Patrick Moore. Mr. Moore is an executive officer with the Advisor and has many years of experience with the Advisor’s portfolio management activities for its clients, including the Funds.

Victoria B. Rogers. Ms. Rogers is President and Chief Executive Officer of The Rose Hills Foundation. She also serves on the boards of Norton Simon Museum, Saint John’s Health Center Foundation, The Rose Hills Foundation, TCW Funds, Inc., TCW Strategic Income Fund, Inc., and Causeway Capital Management Trust, a mutual fund complex. Previously, Ms. Rogers served on the boards of The Chandler School, The Hotchkiss School, Polytechnic School, Stanford University, USA Water Polo, USC Rossier School of Education and the YMCA of Metropolitan Los Angeles. Ms. Rogers has substantial experience in the area of taxes, accounting, non-profit organizations and foundation management, having been previously employed by Deloitte, Security Pacific Bank and The Whittier Trust Company.

Robert G. Rooney. Mr. Rooney has many years of senior executive and board experience with various companies, including in-depth experience with financial matters. He has served as Chief Financial and Administrative Officer of REEF Technology from November 2018 to August 2020 and Senior Financial Advisor from August 2020 to March 2021. Previously, he was Chief Financial Officer of Citizens Parking Inc. from January 2018 to November 2018, Chief Financial Officer of Novitex Enterprise Solutions, Inc. from 2015 to 2017, Partner at Televerse Media from 2011 to 2015 and was Executive Vice President and interim Chief Financial Officer at Affinion from October 2005 to January 2006. Between November 2004 and October 2005, Mr. Rooney was Executive Vice President at CMG (predecessor to Affinion) and between January 2004 and October 2004, Mr. Rooney was Executive Vice President and Chief Financial Officer at CMG. From July 2001 to January 2004, Mr. Rooney was Executive Vice President and Chief Financial Officer at Trilegiant, a subsidiary of Affinion.

Michael Swell. Mr. Swell has many years of experience as an executive in the securities industry. He served as Partner and Managing Director of Goldman Sachs Asset Management from 2007 to 2021 where he led portfolio management globally across all fixed income products. He founded and served as portfolio manager on a number of flagship fixed income funds/strategies and has successfully trained, mentored and managed a large number of employees. Prior to joining Goldman Sachs, Mr. Swell was a senior managing director and led the fixed income team at Friedman, Billings & Ramsey. Prior to Friedman, Billings & Ramsey, Mr. Swell was vice president and head of securities sales and trading at Freddie Mac.

Andrew Tarica. Since 2001, Mr. Tarica has been Chief Executive Officer of Meadowbrook Capital Management, a fixed-income credit asset management company that also manages a fixed income hedge fund. In February 2022, Mr. Tarica joined Forest Road Securities as Director of Fixed Income. From 2003 through 2010, Mr. Tarica served as an employee of the broker-dealer business of Sanders Morris Harris, a Houston, Texas-based asset manager and broker-dealer, where he managed a fixed-income portfolio. Sanders Morris Harris’ broker-dealer business became Concept Capital Markets, LLC in 2010. In September 2015, Concept Capital Markets, LLC was purchased by Cowen & Co, where Mr. Tarica was employed until January 2022. From 1992 to 1999 Mr. Tarica was the global head of the high grade corporate bond department at Donaldson, Lufkin & Jenrette. From 1990 to 1992 he ran the investment grade sales and trading department at Kidder Peabody. He began his career at Drexel Burnham in 1983 in the investment grade trading area, where he eventually became the head of trading. Mr. Tarica also serves on the boards of the TCW Funds, Inc., TCW Strategic Income Fund, Inc., TCW Direct Lending VII, LLC, TCW Direct Lending VIII, LLC, TCW Star Direct Lending, LLC and TCW ETF Trust.

Security and Other Interests

The table below sets forth the dollar range of equity securities beneficially owned by each Trustee or Nominee in each Fund of the Trust and, on an aggregate basis, in any registered investment company overseen by the Trustee within the Trust’s family of investment companies, as of the Record Date.

As of December 31, 2023, none of the Independent Trustees, or their immediate family members owned, beneficially or of record, any securities in the Adviser or principal underwriter of the Trust, or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Investment Company Act (the “Independent Trustees”) andAdviser or principal underwriter of the Trust.

Compensation

The Trust does not pay salaries to any of its officers or fees to any of its Trustees who are not parties toaffiliated with the Current Agreement.

Adviser. Effective January 1, 2022, each Independent Trustee receives an annual retainer of $150,000, with the Independent Chairman of the Board receiving an additional annual retainer of $60,000. Also effective January 1, 2022, the Chairman of the Audit Committee receives an additional annual retainer of $40,000, and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $20,000. Each Independent Trustee also receives $10,000 for attendance at each of five regularly scheduled meetings during the year and/or $2,500 for telephone attendance at a regularly scheduled or special meeting. The Current Agreement permits termination without penalty upon no less than 60 days’ noticetotal compensation paid by the Trust on behalf of one or more of the Funds to the Adviser or

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60 days’ notice by the Adviser to any Fund and automatically terminates in the event of its assignment (as that term is defined in the Investment Company Act).

Management Fees and Other Expenses

Management Fees. Under the Current Agreement, each Fund pays the Adviser a monthly fee for providing investment advisory services. The following fees were paid to the AdviserIndependent Trustee for the fiscal year ended March 31, 2012, and do not reflect expense limitations and contractual fee waivers. Also shown are the contractual fee rates from the Current Agreement.2023 is set forth below.

Deferred Compensation Plan

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Strategic Income Fund Fee. UnderThe Trust has an unfunded, non-qualified deferred compensation plan (the “Plan”) for certain eligible Trustees. The Plan allows Trustees to defer some or all of their annual trustees’ fees otherwise payable by the Current Agreement relatingTrust for a minimum of three years. The fees deferred are posted to both share classesa bookkeeping account maintained by the Trust. The various series of the Strategic Income Fund,Trust will use the Trust pays the Adviser a basic management fee, computed daily and payable monthly, at an annual rate of 1.20% of the Fund’s average daily net assets. The basic fee is adjusted upward or downward (by a performance component of up to 0.70% of the Fund’s average daily net assets for the relevant 12-month performance period), dependingreturns on whether and to what extent the investment performance of the Fund, for that performance period, exceeds or is exceededthose Funds selected by the investment record of the Merrill Lynch 3 Month U.S. Treasury Bill Index (the “Merrill Lynch Index”), plus a margin (as described below).

The margin over the Merrill Lynch Index is 0.10% when the investment performance of the Strategic Income Fund is calculated assuming the maximum possible management fee of an annual rate of 1.90%. Alternatively, the margin also can be described as 2.00% if the investment performance of the Fund is calculated after operating expenses but before any management fee.

The performance adjustment for the Strategic Income Fund is based on a rolling 12-month performance period. The performance adjustment, which is applied to the Fund’s average daily net assets for the performance period, equals 35% of the difference between the Fund’s investment performance and the investment record of the Merrill Lynch Index plus a margin of 0.10% when the Fund’s performance is calculated assuming the maximum possible management fee of an annual rate of 1.90% rather than the actual fee accrued. The margin can also be described alternatively as explained above. Thus, an annual performance difference of 2.00% or more between the Fund and the Merrill Lynch Index plus the margin would result in an annual maximum performance adjustment of 0.70%. This formula requires that the Fund’s performance exceed the investment record of the Merrill Lynch Index plus the margin before any performance adjustment is earned. If the Fund’s performance is below the performance of the Merrill Lynch Index plus the margin, a negative performance adjustment would apply.

Here are examples of how the adjustment would work (using annual rates for the Strategic Income Fund):

The Strategic Income Fund’s investment performance is calculated based on its net asset value per share after expenses but assuming the maximum possible

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management fee. For purposes of calculating the Fund’s investment performance, any dividends or capital gains distributions paid by the Fund are treated as if those distributions were reinvested in Fund shares. The investment record for the Merrill Lynch Index is based on the change in value of the Merrill Lynch Index and earnings from underlying securities.

Because the adjustment to the basic fee is based on the comparative performance of the Strategic Income Fund and the record of the Merrill Lynch Index, the controlling factor (regarding the performance adjustment) is not whether the Fund’s performance is up or down, but whether it is up or down more or less than the investment record of the Merrill Lynch Index plus the margin. Moreover, the comparative investment performance of the Fund is based solely on the relevant performance period without regard to the cumulative performance over a longer or shorter period.

AlphaTrak 500 Fund Fee. Under the Current Agreement relating to the AlphaTrak 500 Fund, the Trust pays the Adviser a basic management fee, computed daily and payable monthly, at an annual rate of 0.35% of the Fund’s average daily net assets. The basic fee is adjusted upward or downward (by a performance component of up to 0.35% of the Fund’s average daily net assets for the relevant 3-month performance period), depending on whether and to what extent the investment performance of the Fund, for that performance period, exceeds or is exceeded by the investment record of the S&P 500 Stock Price Index (the “S&P 500 Index”), plus a margin (as described below).

The margin over that S&P 500 Index is 0.30% when the investment performance of the AlphaTrak 500 Fund is calculated assuming the maximum possible management fee of an annual rate of 0.70%. Alternatively, the margin also can be described as 1.00% if the investment performance of the Fund is calculated after operating expenses but before any management fee.

The performance adjustment for the AlphaTrak 500 Fund is based on a rolling 3-month performance period. The performance adjustment, which is applied to the Fund’s average daily net assets for the performance period, equals 35% of the difference between the Fund’s investment performance and the investment record of the S&P 500 Index plus a margin of 0.30% when the Fund’s performance is calculated assuming the maximum possible management fee of an annual rate of 0.70% rather than the actual fee accrued. The margin can also be described alternatively as explained above. Thus, an annual performance difference of 1.00% or more between the Fund and the S&P 500 Index plus the margin would result in an annual maximum performance adjustment of 0.35%. This formula requires that the Fund’s performance exceed the investment record of the S&P 500 Index plus the margin before any performance adjustment is earned. If the Fund’s performance is below the performance of the S&P 500 Index plus the margin, a negative performance adjustment would apply.

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Here are examples of how the adjustment would work (using annual rates for the AlphaTrak 500 Fund):

The AlphaTrak 500 Fund’s investment performance is calculated based on its net asset value per share after expenses but assuming the maximum possible management fee. For purposes of calculating the Fund’s investment performance, any dividends or capital gains distributions paid by the Fund are treated as if those distributions were reinvested in Fund shares. The investment record for the S&P 500 Index is based on the change in value of the S&P 500 Index and earnings from underlying securities.

Because the adjustment to the basic fee is based on the comparative performance of the AlphaTrak 500 Fund and the record of the S&P 500 Index, the controlling factor (regarding the performance adjustment) is not whether the Fund’s performance is up or down, but whether it is up or down more or less than the investment record of the S&P 500 Index plus the margin. Moreover, the comparative investment performance of the Fund is based solely on the relevant performance period without regard to the cumulative performance over a longer or shorter period.

The management fee and any performance adjustment for the Strategic Income Fund and the AlphaTrak 500 Fund are accrued daily, and the entire management fee normally is paid monthly. Shareholders should note that it is possible for higher past performance to result in a daily management fee accrual or monthly management fee payment by the Fund that is higher than lower current performance would otherwise produce. The performance adjustment (expressed as dollars) with respect to any accrual or payment of the management fee for the Strategic Income Fund or the AlphaTrak 500 Fund (based on a rolling 3-month performance period) will not exceed the positive or negative performance adjustment otherwise applicable to that payment (expressed as a percentage) applied instead to the average daily net assets used to calculate the basic fee.

The Current Agreement permits the Adviser to recoup fees that it did not charge and Fund expenses that it paid, provided that those amounts are recouped within three years of being reduced or paid. The Adviser may not request or receive reimbursement for prior reductions or reimbursements before the payment of a Fund’s operating expenses for the current year and may not recoup amounts that would make a Fund’s total expenses exceed the applicable limit.

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Rule 12b-1 Fee. The Funds each have a Share Marketing Plan or 12b-1 Plan (the “Plan”) under which they may finance activities primarily intended to result in the sale of Fund shares and to provide shareholder services to the shareholders of the class of the Funds to which the Plan applies, provided that the categories of expenses are approved in advance by the Board and that the expenses paid under the Plan were incurred within the last 12 months and accrued while the Plan is in effect. Expenditures by a Fund under its Plan may not exceed 0.25% of its average net assets annually (all of which may be for service fees). Currently, the Board has authorized the waiver of a portion of these fees for the High Yield Bond, Intermediate Bond Fund, Total Return Bond Fund, Low Duration Bond Fund, Ultra Short Bond Fund, Unconstrained Bond Fund and AlphaTrak 500 Fund.

Compensation of Other Parties. The Adviser may in its discretion and out of its own resources compensate third parties for the sale and marketing of Fund shares and for providing services to shareholders. The Adviser also may use its own resources to sponsor seminars and educational programs on the Funds for financial intermediaries and shareholders.

The Adviser also manages individual investment advisory accounts, typically for institutional clients. The Adviser reduces the fees charged to individual investment advisory accounts by the amount of the investment advisory fee charged to that portion of the client’s assets invested in any Fund.

Affiliated Brokerage.For the fiscal year ended March 31, 2012, the Funds paid $15,689 in aggregate commissions to Newedge USA, LLC (“Newedge”), an affiliated broker of the Funds. This amount represents 12.46% of the aggregate brokerage commissions paid by the Funds during 2012. These figures imply total commissions that may appear modest for Funds of this size. It is important to note that the Funds typically do not pay brokerage commissions on their bond transactions because those transactions occur on a principal basis rather than an agency basis on which commissions would be charged. Brokerage commissions for these Funds typically related to trades for futures contracts. Newedge is a wholly owned subsidiary of Newedge Group, which is 50% owned by SGSA, the ultimate parent company of the Adviser.

Comparison of the Current Agreement and the New Agreement

The Board, together with the requisite number of Independent Trustees, voted in person on September 10, 2012 to approve the New Agreement. The Board is recommending to shareholders of each Fund that they approve the New Agreement. A copy of the New Agreement is attached to this Proxy Statement asAppendixB. The New Agreement is substantially identical to the Current Agreement as described above in all material respects, except for the commencement and renewal dates. Shareholders should also note that any voluntary or contractual reduction in the Adviser’s fee, or the Adviser’s payment of expenses that otherwise was the responsibility of a Fund, under

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the Current Agreement will remain subject to recoupment by the Adviser to the extent the recoupment can be effected within the time frame specified in the New Agreement and within any then-applicable expense limitation for the affected Fund. In addition, the relevant performance periods for the Strategic Income Fund and AlphaTrak 500 Fund usedTrustee to determine the performance of these Fundsincome, gains and the applicable securities indexes for determining any performance adjustmentlosses to allocate to the applicable advisory fees will include periods beforeaccount. At the effective date oftime for commencing distributions from a Trustee’s deferral account, which is no later than when the New Agreement. The initial term of the New Agreement would extend for two years from its execution date, after which it would continue from yearTrustee ceases to year with respect to each Fund subject to the same approval process as described above for the Current Agreement.

This discussion of the New Agreement is qualified in its entirety by reference toAppendixB.

Trustee Actions, Considerations, and Recommendations

At an in-person meetingbe a member of the Board held on September 10, 2012, theof Trustees, including the Independent Trustees, considered the approvaldeferred fees will be paid out in a single sum in cash or a maximum of the New Agreement in respect of each Fund. In determining to approve the New Agreement, the Trustees considered that they had approved the continuation of the Current Agreement, the terms of which are substantially identical to the New Agreement, for an additional year at the same in-person meeting.

At their meeting on September 10, 2012, the Independent Trustees were represented by independent legal counsel and met separately in an executive session with that independent legal counsel present. During that executive session, the Independent Trustees spent additional time reviewing and discussing the information and materials that had been furnished by the Adviser at the request of the independent counsel for the Independent Trustees. The information, material facts, and conclusions that formed the basis for their recommendation and the Board’s subsequent approval are described below. The Independent Trustees also participated in separate telephonic conferences with their independent counsel to discuss these matters.

Materials reviewed -In response to a detailed information request sent on the Independent Trustees’ behalf by their independent legal counsel, the Adviser addressed a range of information relating to the New Agreement, including, but not limited to, the Transaction, the expected benefits and costs to Fund shareholders, arrangements with Fund service providers, the expected management, operation, and compliance capabilities of and the resources available to the Adviser after the Transaction, plans regarding the marketing and distribution of the Funds, expected fees and expenses of the Funds, plans regarding the Adviser’s and TCW’s businesses, and arrangements related to the employment and retention of personnel at the Adviser and TCW. The Adviser’s response also included extensive materials regarding each Fund’s investment results, independently prepared advisory fee and expense comparisons to other mutual

13

funds, advisory fee comparisons to advisory fees charged by the Adviser to its institutional clients, and financial and profitability information regarding the Adviser. Furthermore, during the course of each year, the Independent Trustees received a wide variety of materials relating to the services provided by the Adviser, including reports on each Fund’s investment results, portfolio composition, portfolio trading practices, shareholder services, and other information relating to the nature, extent, and quality of services provided by the Adviser to the Funds.

In addition to the information furnished by the Adviser, the Trustees were provided with legal memoranda discussing their fiduciary duties related to the approval of the New Agreement, as well as special considerations relevant to a transaction such as the one involving TCW.

Review process -The Independent Trustees reviewed advice regarding legal and industry standards provided by legal counsel to the Trust, which is not independent legal counsel, and by their independent legal counsel. The Independent Trustees discussed the approval of the New Agreement with the Adviser’s representatives and in a private session at which no representatives of the Adviser were present. In deciding to recommend the approval of the New Agreement with respect to each Fund, the Independent Trustees did not identify any single or particular piece of information that, in isolation, was the controlling factor. This summary describes the most important, but not all, of the factors considered by the Board.

The Board considered the depth and quality of the Adviser’s investment management process, including its research and intellectual capabilities; the experience, capability, and integrity of its senior management and other personnel; the relatively low turnover rates of its key personnel; the overall resources of its organization; and the ability of its organizational structure to address the growth in assets and products under its management. The Board also considered that the Adviser made available to its investment professionals a variety of resources and systems relating to investment management, compliance, trading, results, and portfolio accounting. They considered the Adviser’s commitment to investing in information technology supporting investment management and compliance. They noted the substantial additional resources made available by TCW, the parent company of the Adviser, and the integration and harmonization of operations between the Adviser and TCW, which is expected to continue following the Transaction. They further noted the high level of regular communication between the Adviser and the Board.

The Board and the Independent Trustees concluded that the nature, extent, and quality of the services provided by the Adviser are of a high quality and have benefited and should continue to benefit the Funds and their shareholders.

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The Board considered the investment results of each Fund in light of its investment objective. They compared each Fund’s total returns with the total returns of other mutual funds in peer group reports prepared by Lipper, an independent data provider, with respect to various longer and more recent periods. In reviewing each Fund’s relative performance, the Board took into account each Fund’s unique characteristics and its asset size, diversification, and range of investments.

The Board noted that each Fund’s performance was acceptable over the relevant periods and in some cases very favorable, particularly from a longer-term perspective, which the Board believes is the most relevant. The Board concluded that the Adviser was implementing each Fund’s investment objective and that the Adviser’s record in managing the Funds indicates that its continued management should benefit each Fund and its shareholders.

The Board compared the advisory fees and total expenses of each Fund (each as a percentage of average net assets) with the median fee and expense levels of all other mutual funds in the relevant Lipper peer groups. These comparisons assisted the Board by providing a reasonable statistical measure to assess each Fund’s fees relative to its relevant peers. The Board observed that each Fund’s advisory fee was below the median of the peer group funds on a current basis with the exception of the Strategic Income Fund and the Unconstrained Bond Fund. The Board discussed why the Lipper peer group was not a suitable comparison for the Strategic Income Fund and why that Fund should instead be compared to private absolute value funds, which the Adviser views as that Fund’s closest relevant comparison and to which it compares very favorably. The Board further noted that the AlphaTrak 500 Fund and Strategic Income Fund both employ a fulcrum fee that adjusts upward from a basic fee only if the Fund enjoys favorable performance against its specified benchmark (and adjusts downward in the case of unfavorable relative performance). The Board further noted the relevant contractual expense limitations that the Adviser has agreed to with respect to each Fund and the fact that the Adviser historically has absorbed any expenses in excess of these limits. The Board concluded that the relatively low level of the fees charged by the Adviser will benefit each Fund and its shareholders.

The Board also reviewed information regarding the advisory fees paid by institutional clients with similar investment mandates, with accounts managed by affiliates of TCW. It concluded that, although the fees paid by those clients generally were lower than those paid by the Funds, the differences appropriately reflected the Adviser’s significantly greater responsibilities and expenses with respect to the Funds, including the costs of complying with the more comprehensive regulatory regime applicable to mutual funds.

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The Independent Trustees reviewed information regarding the Adviser’s costs of providing services to the Funds, as well as the resulting level of profits to the Adviser. They reviewed the Adviser’s stated assumptions and methods of allocating certain costs, such as personnel costs, which constitute the Adviser’s largest operating cost. The Independent Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits for the services it provides to each Fund. Based on their review, the Independent Trustees concluded that they were satisfied that the Adviser’s level of profitability from its relationship with each Fund was not unreasonable or excessive.

The Independent Trustees considered the extent to which economies of scale would be realized as the Funds grow and whether the advisory fees reflect those economies of scale. They recognized that the advisory fees for the Funds do not have breakpoints, even the largest Funds, which would otherwise result in lower advisory fee rates as the Funds grow larger. They also recognized the Adviser’s assertion that the advisory fees compare favorably to peer group fees and expenses and remain competitive even at higher asset levels. The Board also recognized the benefits to the Funds of the Adviser’s past investment in the Funds’ operations (through some past subsidies of the Funds’ operating expenses when they were newer and smaller) and its commitment to maintain reasonable overall operating expenses for each Fund. The Board also recognized that the Funds benefit from receiving investment advice from an organization with other types of advisory clients rather than strictly mutual funds.

The Board considered other actual and potential financial benefits to the Adviser in concluding that the contractual advisory fees are fair and reasonable for the Funds. In particular, they noted that the Adviser does not have any affiliates that materially benefit from the Adviser’s relationship to the Funds except through TCW’s ownership of the Adviser.

The Trustees considered that it is not anticipated by the Adviser that there will be any material adverse change in the services provided to the Funds or personnel who are engaged in the portfolio management activities for the Fund as a result of the Transaction. In addition, the consensus of the Independent Trustees, based on the information presented to them, was that there would be no “unfair burden” on the Funds as a result of the Transaction within the meaning of Section 15(f) of the Investment Company Act. In particular, the Independent Trustees noted that the Adviser represented that there is not expected to be an increase in the contractual advisory fee applicable to any Fund, or additional compensation paid by the Funds to the Adviser, TCW, or their affiliates, as a result of the Transaction. The Trustees considered that the terms of the New Agreement are substantially identical in all material respects to those of the Current Agreement.

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On the basis of these and other factors, the Trustees concluded that it would be in the best interests of each of the Funds to continue to be advised by the Adviser, and voted unanimously, including the unanimous vote of the Independent Trustees present at that meeting, to approve the New Agreement, including the advisory fees proposed in the New Agreement, in respect of each of the Funds for a two-year period commencing immediately following the shareholder approval of the New Agreement and the consummation of the Transaction, and to recommend to shareholders of each Fund that they approve the New Agreement as well.

Section 15(f)

The Board has been informed that the Adviser has agreed to take certain actions to comply with Section 15(f) of the Investment Company Act. Section 15(f) provides a non-exclusive “safe harbor” for an investment adviser or any affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the directors of the Trust must not be “interested persons” of the Adviser as defined in the Investment Company Act. Second, an “unfair burden” must not be imposed on a Fund as a result of the Transaction or any express or implied terms, conditions, or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the Transaction whereby an investment adviser or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees forbona fideinvestment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the investment company (other thanbona fide ordinary compensation as principal underwriter for such investment company). The Board has been advised that the Adviser, after due inquiry, does not believe that there will be, and is not aware of, any express or implied term, condition, arrangement, or understanding that would impose an “unfair burden” on the Funds as a result of the change of control of TCW. If the Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvals of the Funds related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses. If the Transaction is not consummated, SGHP and/or its affiliates would bear these costs.

Vote Required and Recommendation

The affirmative vote of a majority of each Fund’s outstanding voting securities (as defined in the Investment Company Act) is required to approve the New Agreement with respect to such Fund. The Investment Company Act defines a vote of a majority of a fund’s outstanding voting securities as the lesser of (i) 67% or more of the voting securities represented at the meeting if more than 50% of the outstanding voting securities are so represented; or (ii) more than 50% of the outstanding voting securities.

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If approved by shareholders, the New Agreement will take effect on the consummationThe election of each Nominee as a Trustee requires a plurality of the Transaction. Ifshares voting for this proposal. When there are nine trustee nominees up for election, as is the New Agreement is not approvedcase here, a vote by plurality means the nine Trustee nominees with respect to one or more Funds, the Current Agreement with respect to those Funds would automatically terminate on the consummationhighest number of affirmative votes will be elected, regardless of the Transaction. In that event,votes withheld for the Board would consider various alternatives such as again seeking shareholder approval of the New Agreement or of a different agreement, allowing the Adviser to manage the affected Fund at cost for a temporary period, hiring a transition manager or new manager, seeking shareholder approval of a reorganization or liquidating the Fund.

The Board of Trustees, including the Independent Trustees, believes that the proposal to approve the New Agreement is in the best interests of each Fund and its shareholders. The Board recommends a vote “for” this proposal.

18THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, BELIEVES THAT THE ELECTION OF EACH OF THE NOMINEES IS IN THE BEST INTERESTS OF THE TRUST AND ITS SHAREHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE LISTED IN THIS PROPOSAL.

GENERAL INFORMATION

Other Matters to Come Before the Meeting

Management of the Trust

The Board does not know of any matters to be presented at the Meeting other than the matterthose described in this Proxy Statement. If other business should properly come before the Meeting, the proxy holderspersons named as proxies will vote thereon in accordance with their best judgment.

Expenses

IfExpenses

The expenses incurred in connection with the Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvals of the Funds related to the Transaction,Meeting, including proxy solicitation, printing, mailing, solicitation and vote tabulation and other proxy soliciting expenses, legal fees, and out-of-pocket expenses. The expenses are estimatedwill be shared by the Adviser and the Trust, with the Adviser paying 27 percent of those costs and the remaining 73 percent to be approximately $2,000,000. Ifborne by the Transaction is not consummated, SGHP and/or its affiliates would bear these costs.Trust.

Solicitation of Proxies

Solicitation will be primarily by mail, email and telephone, but officers of the Funds or regular employees of the Adviser may also solicit without compensation by telephone, electronic communication or personal contact. TCW hasThe Funds will also retained ASTretain EQ Fund Solutions to assist in the solicitation process.process at a cost not expected to exceed $15,000 with respect to the Funds’ share of that firm’s fees.

Adviser

Adviser

Metropolitan West Asset Management, LLC, with principal offices at 865515 South FigueroaFlower Street, Los Angeles, California 90017,90071, acts as the investment adviser to the Funds and generally administers the affairs of the Trust. The Adviser’s websites arewww.mwamllc.com andwww.tcw.com. Subject to the direction and control of the Board of Trustees, the Adviser supervises and arranges the purchase and sale of securities and other assets held in the portfoliosportfolio of the Funds. The Adviser was founded in 1996, and is a registered investment adviser organized in 1996.wholly owned subsidiary of TCW Asset Management Company LLC, which is a wholly owned subsidiary of The TCW Group, Inc. (“TCW Group”). The Adviser had approximately $102.8 billion under management or committed to management as of December 31, 2023. The Adviser, together with TCW Group and its other subsidiaries, managed $127.3which provide a variety of investment management and investment advisory services, had approximately $209.6 billion under management or committed to management, including $177.5 billion of various types of financial assetsfixed income investments, as of June 30, 2012.December 31, 2023.

The following table provides the name and principal occupation of each executive officer of the Adviser. The address of each officer and the Chief Executive Officer of the Adviser is c/o Metropolitan West Asset Management, LLC, with principal offices at 865515 South FigueroaFlower Street, Los Angeles, California 90017.90071.

The following table sets forth the Trustees and officers of the Trust who are also an officer, employee or member of the Adviser.

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Trustees and Officers of the Trust

The table below lists the current Trustees and executive officers of the Trust.

20

21

Interested Persons of the Trust and the Funds

Messrs. Baldiswieler and Landmann, each a Trustee of the Trust, are deemed to be “interested persons” of the Trust and the Funds, as defined in the Investment Company Act, because of their current ownership positions with TCW and their management roles with the Adviser and/or its affiliates. Accordingly, they may be considered to have an indirect interest with respect to the Proposal because the Adviser’s advisory services to the Funds would continue if the New Agreement is approved.

Control Persons and Principal Holders of Securities

To the knowledge of the Trust, as of the Record Date, no current Trusteeeach of the nominees and executive officers of the Trust beneficially owned 1% or more of the outstanding class of shares of any Fund,individually and the officers and Trustees of the Trust owned,collectively as a group less than 1% of any class ofthe outstanding shares of eachany Fund.

AppendixAto this Proxy Statement lists the persons that, to the knowledge of the Trust, owned beneficially 5% or more of the outstanding shares of any class of a Fund as of the Record Date. A shareholder who beneficially owns, directly or indirectly, more than 25% of any Fund’sthe Funds’ voting securities may be deemed a “control person” (as defined in the Investment Company1940 Act) of the Fund.

Principal Underwriter

The principal underwriter of the Funds’ shares is ForesideTCW Funds Distributors LLC (the “Distributor”). The Distributor offers the Funds’ shares to the public on a continuous basis. The address of the Distributor is 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania 19132.515 South Flower Street, Los Angeles, California 90071.

Administrator and Transfer Agent

BNY Mellon Investment Servicing (US) Inc.(the “Administrator”) serves as the administrator and transfer agent of the Funds. The Administrator provides management and administrative services necessary for the operation of the Funds. The Administrator’s main officebusiness address of BNY Mellon Investment Servicing is located at 760 Moore Road, King of Prussia,Attention: 534453, 500 Ross Street, 154-0520, Pittsburgh, Pennsylvania 19406.15262.

Independent AuditorAuditors

Deloitte & Touche LLP, located at 350 South Grand Avenue,555 W 5th St., Suite 200,2700, Los Angeles, California 90071,CA 90013 serves as the Funds’ independent auditor.

Shareholder Proposals

The Trust is not required to hold annual meetings of shareholders and currently does not intend to hold such meetings unless shareholder action is required in accordance with the Investment Company1940 Act. Any shareholder who wishes to submit proposals to be considered at a special meeting of the shareholders should send such proposals to the Secretary of the Trust at 515 South Flower Street, Los Angeles, California 90071. A shareholder proposal intended to be presented at any future meeting of shareholders must be received by the Trust at the address above in a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement atrelating to such meeting. Moreover, the inclusion of any subsequent meeting of shareholders must be submitted within a reasonable time before the proxy statement for that meetingsuch proposals is mailed. Whether a proposal is submitted in the proxy statement will be determined in accordance withsubject to limitations under applicable federal and state laws.

Shareholder Communications

Shareholders of a Fund who wish to send communications to the Board or specific Trustees should submit the communication in writing to the attention of the Secretary of the Trust at 515 South Flower Street, Los Angeles, California 90071, identifying the correspondence as intended for the Board or a specified Trustee. The Secretary will maintain a copy of any such communication and will promptly forward it to the Board or a specified Trustee, as appropriate.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.CONVENIENCE IF RETURNING BY MAIL. YOU MAY ALSO SUBMIT YOUR PROXY ELECTRONICALLYON-LINE OR BY TELEPHONE. SPECIFIC INSTRUCTIONS FOR THESE VOTING OPTIONS ARE FOUND ON THE ENCLOSED PROXY FORM.

October 10, 2012

23January 10, 2024

APPENDIX A

As of September 28, 2012,December 31, 2023, to the knowledge of management, no person owned beneficially or of record more than 5% of the outstanding shares of any class of the Funds, except as follows:

AlphaTrak 500 Fund

METROPOLITAN WEST FUNDS

515 South Flower Street
Los Angeles, California 90071

PROXY CARD FOR SPECIAL MEETING OF SHAREHOLDERS – February 15, 2024

A-1

Intermediate Bond Fund

A-2

A-3

Low Duration Bond Fund

A-4

A-5

Strategic Income Fund

A-6

Total Return Bond Fund

A-7

A-8

Ultra Short Bond Fund

Unconstrained Bond Fund

A-9

A-10

APPENDIX B

METROPOLITAN WEST FUNDS

INVESTMENT MANAGEMENT AGREEMENT

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the      day of         , 2013, by and between Metropolitan West Funds, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of each series of the Trust listed inAppendixA hereto, as may be amended from time to time (hereinafter referred to individually as a “Fund” and collectively as the “Funds”) and Metropolitan West Asset Management, LLC, a California limited liability company (hereinafter called the “Manager”).

WITNESSETH:

WHEREAS, the Trust is an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is engaged in the business of supplying investment advice, investment management and administrative services, as an independent contractor; and

WHEREAS, the Trust desires to retain the Manager to render advice and services to the Funds pursuant to the terms and provisions of this Agreement, and the Manager is interested in furnishing said advice and services; and

WHEREAS, this Agreement replaces a prior investment management agreement that terminated because of a change of control of the Manager;

NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

1.Appointment of Manager. The Trust hereby employs the Manager and the Manager hereby accepts such employment, to render investment advice and management services with respect to the assets of the Funds for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees.

2.Duties of Manager.

(a)General Duties. The Manager shall act as investment manager to the Funds and shall supervise investments of the Funds on behalf of the Funds in

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accordance with the investment objectives, programs and restrictions of the Funds as provided in the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws, or otherwise and such other limitations as the Trustees may impose from time to time in writing to the Manager. Without limiting the generality of the foregoing, the Manager shall: (i) furnish the Funds with advice and recommendations with respect to the investment of each Fund’s assets and the purchase and sale of portfolio securities for the Funds, including the taking of such other steps as may be necessary to implement such advice and recommendations; (ii) furnish the Funds with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Trust’s Board of Trustees may reasonably request; (iii) manage the investments of the Funds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iv) provide persons satisfactory to the Trust’s Board of Trustees to act as officers and employees of the Trust and the Funds (such officers and employees, as well as certain trustees, may be trustees, directors, officers, partners, or employees of the Manager or its affiliates) but not including personnel to provide limited administrative services to the Fund not typically provided by the Fund’s administrator under separate agreement; and (v) render to the Trust’s Board of Trustees such periodic and special reports with respect to each Fund’s investment activities as the Board may reasonably request.

(b)Brokerage. The Manager shall place orders for the purchase and sale of securities either directly with the issuer or with a broker or dealer selected by the Manager. In placing each Fund’s securities trades, it is recognized that the Manager will give primary consideration to securing the most favorable price and efficient execution, so that each Fund’s total cost or proceeds in each transaction will be the most favorable under all the circumstances. Within the framework of this policy, the Manager may consider the financial responsibility, research and investment information, and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager may be a party.

It is also understood that it is desirable for the Funds that the Manager have access to investment and market research and securities and economic analyses provided by brokers and others. It is also understood that brokers providing such services may execute brokerage transactions at a higher cost to the Funds than might result from the allocation of brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the purchase and sale of securities for the Funds may be made with brokers who provide such research and analysis, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice to determine whether each Fund benefits, directly or indirectly, from such practice. It is understood by both parties that the Manager may select broker-dealers for the execution of the Funds’ portfolio transactions who provide research and analysis as the Manager may lawfully and appropriately use in its investment management and advisory capacities, whether or not such research and analysis may also be useful to the Manager in connection with its services to other clients.

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On occasions when the Manager deems the purchase or sale of a security to be in the best interest of one or more of the Funds as well as of other clients, the Manager, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients.

(c)Administrative Services. The Manager shall oversee the administration of the Funds’ business and affairs although the provision of administrative services, to the extent not covered by subparagraphs (a) or (b) above, is not the obligation of the Manager under this Agreement. Notwithstanding any other provisions of this Agreement, the Manager shall be entitled to reimbursement from the Funds for all or a portion of the reasonable costs and expenses, including salary, associated with the provision by Manager of personnel to render administrative services to the Funds.

3.Best Efforts and Judgment. The Manager shall use its best judgment and efforts in rendering the advice and services to the Funds as contemplated by this Agreement.

4.Independent Contractor. The Manager shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent for the Trust or for the Funds. It is expressly understood and agreed that the services to be rendered by the Manager to the Funds under the provisions of this Agreement are not to be deemed exclusive, and the Manager shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby.

5.Manager’s Personnel. The Manager shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Manager shall be deemed to include persons employed or retained by the Manager to furnish statistical information, research, and other factual information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Manager or the Trust’s Board of Trustees may desire and reasonably request.

6.Reports by Funds to Manager. Each Fund will from time to time furnish to the Manager detailed statements of its investments and assets, and information as to its investment objective and needs, and will make available to the Manager such financial reports, proxy statements, legal and other information relating to each Fund’s investments as may be in its possession or available to it, together with such other information as the Manager may reasonably request.

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7.Expenses.

(a) With respect to the operation of each Fund, and to the extent not paid or reimbursed through a plan adopted by the Fund under Rule 12b-1 under the 1940 Act, the Manager is responsible for (i) the compensation of any of the Trust’s trustees, officers, and employees who are affiliates of the Manager (but not the compensation of employees performing services in connection with expenses which are the Fund’s responsibility under Subparagraph 7(b) below), (ii) the expenses of printing and distributing the Funds’ prospectuses, statements of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders), and (iii) providing office space and equipment reasonably necessary for the operation of the Funds.

(b) Each Fund is responsible for and has assumed the obligation for payment of all of its expenses, other than as stated in Subparagraph 7(a) above, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of each Fund’s shareholders and Board of Trustees that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Trust’s Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Manager; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed.

(c) To the extent the Manager incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, such Fund shall promptly reimburse the Manager for such costs and expenses, except to the extent the Manager has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Manager, the Manager shall be entitled to recover from such Fund to the extent of the Manager’s actual costs for providing such services.

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8.Investment Advisory and Management Fee.